SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-2

     (Mark One)

     [X]   QUARTERLY  REPORT  UNDER  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
EXCHANGE ACT OF 1934

     For Quarter Ended: March 31, 2000; or

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period _________ to __________

     Commission File Number: 000-26261

                          AMERICAN FIRE RETARDANT CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            NEVADA                                            88-03826245
------------------------------                          -----------------------
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

9337 Bond Avenue, El Cajon, California                          92021
----------------------------------------------------    ------------------------
(Address of principal executive offices)                      Zip Code)


                                 (619) 390-6888
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12  months  (or for  such  shorter  period  that a
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]

     On March 31, 2000 there were 2,349,647  shares of the  registrant's  Common
Stock, $0.01 par value, issued and outstanding.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]

     This Form 10-QSB has 21 pages, the Exhibit Index is located at page 18.

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

     The financial statements included herein have been prepared by the Company,
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and  footnote  disclosure  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations,  although the Company believes that the disclosures are adequate to
make the information presented not misleading.

     In the opinion of the Company,  all adjustments,  consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2000,  and the results of its  operations and changes in
its financial  position from inception  through March 31, 2000,  have been made.
The results of operations for such interim period is not necessarily  indicative
of the results to be expected for the entire year.

                         Index to Financial Statements

                                                                          Page
Balance Sheets  .........................................................  3
Statements of Operations  ...............................................  5
Statements of Stockholders' Equity (deficit) ............................  6
Statements of Cash Flows ................................................  8

Notes to Financial Statements for Period ................................  9

     All other  schedules are not submitted  because they are not  applicable or
not required or because the information is included in the financial  statements
or notes thereto.



              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       2
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                March 31,           December 31,
                                                  2000                 1999
                                               ----------           -----------
                                               (Unaudited)          (Restated)
CURRENT ASSETS
<S>                                             <C>                  <C>
   Cash                                       $     -                $    3,408
   Undeposited funds                                -                     9,821
   Inventory                                      106,627               174,978
   Accounts receivable, net                       690,715               539,197
                                               ----------           -----------
     Total Current Assets                         797,342               727,404
                                               ----------           -----------
PROPERTY AND EQUIPMENT                            235,344               240,180
                                               ----------           -----------
OTHER ASSETS

   Restricted cash                                239,537               173,981
   Intangible assets, net                          38,250                42,500
   Deposits and other assets                       15,736                15,115
                                               ----------           -----------
     Total Other Assets                           293,523               231,596
                                               ----------           -----------
     TOTAL ASSETS                             $ 1,326,209           $ 1,199,180
                                               ==========           ===========
</TABLE>

                                       3
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                     Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                            March 31,   December 31,
                                                              2000          1999
                                                          ------------  ------------
                                                          (Unaudited)    (Restated)
CURRENT LIABILITIES
<S>                                                       <C>           <C>
   Cash overdraft                                         $    14,157   $    -
   Accounts payable                                           239,818       238,238
   Accrued expenses                                           387,001       422,148
   Unearned revenue                                            29,963        96,986
   Shareholder loans                                          209,640       209,739
   Notes payable, current portion                              94,018       223,372
   Capital leases, current portion                              3,179         7,969
   Line of credit                                           1,046,083       755,064
   Subscribe stock issuance                                     5,000        -
                                                          ------------  ------------
     Total Current Liabilities                              2,028,859     1,953,516
                                                          ------------  ------------
LONG-TERM LIABILITIES

   Notes payable                                              303,095       199,825
   Capital leases, long-term portion                           36,855        36,855
                                                          ------------  ------------
     Total Long-Term Liabilities                              339,950       236,680
                                                          ------------  ------------
     Total Liabilities                                      2,368,809     2,190,196
                                                          ------------  ------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value; 25,000,000
    shares authorized, 2,349,647 shares issued and
    outstanding                                                 2,351         2,351
   Additional paid-in capital                               1,485,541     1,485,541
   Accumulated deficit                                     (2,530,492)   (2,478,908)
                                                          ------------  ------------
     Total Stockholders' Equity (Deficit)                  (1,042,600)     (991,016)
                                                          ------------  ------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                    $ 1,326,209   $ 1,199,180
                                                          ============  ============
</TABLE>

                                       4
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          For the Three Months Ended
                                                                   March 31,
                                                          --------------------------
                                                              2000          1999
                                                          -----------   ------------
<S>                                                       <C>           <C>
NET SALES                                                 $   881,811   $   552,243

COST OF SALES                                                 432,051       251,013
                                                          ------------  ------------
GROSS MARGIN                                                  449,760       301,230
                                                          ------------  ------------
EXPENSES

   Selling, general and administrative                        180,566       161,130
   Payroll expense                                             98,138       119,473
   Travel and entertainment                                    63,460        11,122
   Depreciation and amortization expense                       15,958        11,460
   Bad debt expense                                             7,303         5,463
                                                          ------------  ------------
     Total Expenses                                           365,425       308,648
                                                          ------------  ------------
INCOME (LOSS) FROM OPERATIONS                                  84,335        (7,418)
                                                          ------------  ------------
OTHER EXPENSES

   Interest expense                                          (135,919)      (72,494)
                                                          ------------  ------------
     Total Other Expenses                                    (135,919)      (72,494)
                                                          ------------  ------------
LOSS BEFORE INCOME TAXES                                     (135,919)      (79,912)

PROVISION FOR INCOME TAXES                                     -             -
                                                          ------------  ------------
NET LOSS                                                  $   (51,584)  $   (79,912)
                                                          ============  ============
BASIC LOSS PER SHARE                                      $     (0.02)  $     (0.04)
                                                          ============  ============
BASIC WEIGHTED AVERAGE SHARES                               2,327,193     2,278,661
                                                          ============  ============
</TABLE>

                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
            Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                       Additional      Stock
                                                                  Common Stock          Paid-in     Subscription  Accumulated
                                                             Shares        Amount       Capital      Receivable     Deficit
                                                          ------------  ------------  ------------  ------------  ------------
<S>                                                       <C>           <C>           <C>           <C>           <C>
Balance, December 31, 1997                                  2,018,333   $     2,019   $   732,966   $   (30,000)  $  (698,367)

January 10, 1998: common
 stock issued for cash at $4.20
 per share                                                        833             1         3,498        -             -

March 2, 1998: common stock
 issued for cash at $4.20 per
 share                                                          1,905             2         7,999        -             -

May 14, 1998: common stock
 issued for cash at $4.20 per
 share                                                          1,667             2         6,999        -             -

Receipt of stock subscription                                  -              -            -             30,000        -

December 20, 1998: common
 stock issued for consulting
 services valued at $2.40
 per share                                                    209,090           209       501,607        -             -

December 20, 1998: common
 stock issued for interest
 expense valued at $2.40 per
 share                                                         46,833            47       112,352        -             -

Contribution of capital by
 shareholder for services
 rendered                                                      -             -             70,500        -             -

Net loss for the year ended
 December 31, 1998                                             -             -             -             -         (1,072,337)
                                                          ------------  ------------  ------------  ------------  ------------
Balance, December 31, 1998                                  2,278,661   $     2,280   $ 1,435,921   $    -        $(1,770,704)
                                                          ------------  ------------  ------------  ------------  ------------
</TABLE>

                                       6
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>

                                                                Common Stock           Additional      Stock
                                                          --------------------------    Paid-in     Subscription  Accumulated
                                                            Shares         Amount       Capital      Receivable     Deficit
                                                          ------------  ------------  ------------  ------------  ------------
<S>                                                       <C>           <C>           <C>           <C>           <C>
Balance, December 31, 1998                                  2,278,661   $     2,280   $ 1,435,921   $    -        $(1,770,704)

March 31, 1999: common stock
 issued for reduction of related
 party note payable and interest
 valued at $0.70 per share                                     65,127            65        45,525        -             -

September 22, 1999: common
 stock issued for consulting
 services valued at $0.70 per
 share                                                          5,859             6         4,095        -             -

Net loss for the year ended
 December 31, 1999                                             -             -             -             -           (708,204)
                                                          ------------  ------------  ------------  ------------  ------------
Balance, December 31, 1999                                  2,349,647         2,351     1,485,541        -         (2,478,908)

Net loss for the three months
 ended March 31, 2000
 (unaudited)                                                   -             -             -             -            (51,584)
                                                          ------------  ------------  ------------  ------------  ------------
Balance, March 31, 2000
 (unaudited)                                                2,349,647   $     2,351   $ 1,485,541   $    -        $(2,530,492)
                                                          ============  ============  ============  ============  ============
</TABLE>

                                       7
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          For the Three Months Ended
                                                                    March 31,
                                                          --------------------------
                                                              2000          1999
                                                          ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>           <C>
  Net loss                                                $   (51,584)  $   (79,912)
  Adjustments to reconcile net loss to net cash
   (used) by operating activities:
     Depreciation and amortization                             15,958        18,008
     Bad debt expense                                           4,630         5,463
     Stock issued for interest expense                         -             11,179
   Change in assets and liabilities:
     (Increase) decrease in restricted cash                   (65,556)       -
     (Increase) decrease in undeposited funds                   9,820        -
     (Increase) decrease in accounts receivable              (156,769)       11,834
     (Increase) decrease in inventory                          68,351        16,246
     Increase (decrease) in accounts payable                    1,579        (5,198)
     Increased (decrease) in accrued expenses                 (35,146)       39,126
     Increase (decrease) in unearned revenue                  (67,023)       27,205
                                                          ------------  ------------
       Net Cash Provided (Used) by Operating Activities      (275,740)       43,951
                                                          ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of fixed assets                                     (6,872)       (7,060)
                                                          ------------  ------------
       Net Cash (Used) by Investing Activities                 (6,872)       (7,060)
                                                          ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Increase (decrease) in cash overdraft                       14,157        -
   Proceeds from subscribed stock                               5,000        -
   Payments on notes payable - related                             98        -
   Proceeds from lines of credit                              291,019       (43,402)
   Payment on notes payable                                   (31,070)      (26,814)
                                                          ------------  ------------
       Net Cash Provided (Used) by Financing Activities       279,204       (70,216)
                                                          ------------  ------------
NET INCREASE (DECREASE) IN CASH                                (3,408)      (33,325)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                  3,408        62,057
                                                          ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                  $    -        $    28,732
                                                          ============  ============
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR

  Interest                                                $    94,386   $    56,437
  Income taxes                                            $    -        $    -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for debt                            $    -        $    34,411
  Common stock issued for interest                        $    -        $    11,179

</TABLE>

                                       8
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  consolidated financial statements have been prepared
          by the  Company  without  audit.  In the  opinion of  management,  all
          adjustments   (which  include  only  normal   recurring   adjustments)
          necessary  to  present  fairly  the  financial  position,  results  of
          operations  and  cash  flows at  March  31,  2000 and 1999 and for all
          periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          consolidated   financial   statements   prepared  in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed  consolidated  financial
          statements be read in  conjunction  with the financial  statements and
          notes  thereto  included in the  Company's  December  31, 1999 audited
          consolidated  financial statements.  The results of operations for the
          periods ended March 31, 2000 and 1999 are not  necessarily  indicative
          of the operating results for the full years.

NOTE 2 - GOING CONCERN

          These  consolidated  financial  statements  are presented on the basis
          that the Company is a going concern.  Going concern  contemplates  the
          realization  of assets  and the  satisfaction  of  liabilities  in the
          normal  course of  business  over a  reasonable  length  of time.  The
          Company has an  accumulated  deficit of  $2,005,850 as well as current
          liabilities  in excess of current  assets of  $1,231,517,  which raise
          substantial doubt about its ability to continue as a going concern.

          Management  is  presently  pursuing  plans to increase  sales  volume,
          reduce  administrative costs, and improve cash flows as well as obtain
          additional  financing  through  stock  offerings.  The  ability of the
          Company to achieve its operating  goals and to obtain such  additional
          finances, however, is uncertain.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

              Leases
              ------

          The  Company  leases  office  space under a  non-cancelable  operating
          lease.  The lease calls for monthly payments of $4,155 and expires May
          31,  2002.  Future  minimum  lease  payments,  excluding  common  area
          charges, are as follows:

                                                            Amount
                                                          ------------

                         2000                             $    49,860
                         2001                                  49,860
                         2002                                  24,930
                                                          ------------
                               Total                      $   124,650
                                                          ============

          Rent  expense for the three  months  ended March 31, 2000 and 1999 was
          $15,921 and $15,728, respectively.

                                       9
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)

          Employment Contract
          -------------------

          The Company has an employment contract with a key employee.  Under the
          terms of this  contract,  the  Company  is  committed  to paying  this
          individual $3,500 in salary per month through November 1, 2003. Salary
          expense  under this contract for the three months ended March 31, 2000
          and 1999  was  $9,625  and  $9,625,  respectively.  This  contract  is
          currently in dispute.

          Vehicle and Equipment Operating Leases
          --------------------------------------

          The Company has leased two vehicles under operating  leases which call
          for  combined  monthly  payments  of $1,050 per month.  The  operating
          leases expire in 2000.

          Royalty Agreement
          -----------------

          The Company has committed to paying an individual  $0.75 per gallon in
          royalties  on the sale of Fyberix  2000V.  The  royalties  are payable
          monthly. Royalty expense for the three months ended March 31, 2000 and
          1999 was $-0- and $-0-,  respectively,  as there have been no sales of
          Fyberix 2000V.

                                       10
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     March 31, 2000 and December 31, 1999
     ------------------------------------

     Changes in Financial Condition
     ------------------------------

     The balance of current assets at March 31, 2000 was $797,342  compared to a
balance of $727,404 at December  31, 1999.  The balances of current  liabilities
were $2,028,859 and $1,953,516 for the same periods respectively.  The resulting
current ratio at March 31, 2000 is .4:1.  The current ratio at December 31, 1999
was .4:1.

     The increase of current  assets at March 31, 2000 over December 31, 1999 is
due primarily to the increase in acconts receivable from $539,197 to $690,715 an
increase of $156,769 or 29%.

     The  increase  in  accounts  receivable  at March 31,  2000 was offset by a
decrease in  inventory  from  $174,978 at December 31, 1999 to $106,627 at March
31, 2000, a decrease of $68,351 or 39%.

     The balance of current  liabilities  at March 31, 2000 increased by $75,343
or 4% and is due primarily to an increase in the line of credit by $291,019. The
increase of the line of credit was offset by a decrease  in unearned  revenue of
$67,023 and  accrued  expenses of  $35,126.  The  Company  also paid  $31,070 of
principal on its notes payable.

     Other assets increased $61,917 or 27% from $231,596 at December 31, 1999 to
$293,523 at March 31,  2000.  The  increase is due  primarily to the addition of
$65,556 of restricted cash due to its borrowings on its line of credit.

     At March 31, 2000 the Company has insufficient cash flow from operations to
meet is current cash obligations.

     Results of Operations
     ---------------------

     For the three months ended March 31, 2000 and March 31, 1999
     ------------------------------------------------------------

     Sales for the three months ended March 31, 2000 were  $881,811  compared to
$552,243  for the same period in 1999,  resulting  in an increase of $329,568 or
60%.  Cost of goods sold for the three  months ended March 31, 2000 was $432,051
or 49% of sale, compared to $251,013 or 45% of sales, for 1999. Gross margin was
$449,760  or 51% of sales  and  $301,230  or 55% of sales  for the same  periods
respectively.

     Operating expenses include primarily  depreciation and amortization expense
and general and administrative  expenses.  Depreciation and amortization expense
for the three  months  ended March 31, 2000  includes  depreciation  of $15,958.
Selling,  general and administrative expenses were $180,566 or 20% of sales, for
the three  months ended March 31, 2000 and $161,130 or 29% of sales for the same
period in 1999,  resulting in an increase of $19,436 or 12%. The increase is due
to primarily to the increase in sales.

                                       11
<PAGE>
CAUTIONARY FORWARD -LOOKING STATEMENT
-------------------------------------

     Statements  included  in  this  Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations,  and in future  filings by the
Company with the  Securities  and Exchange  Commission,  in the Company's  press
releases  and in  oral  statements  made  with  the  approval  of an  authorized
executive officer which are not historical or current facts are "forward-looking
statements"  made  pursuant  to  the  safe  harbor  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995 and are subject to certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  earnings and those presently  anticipated or projected.  The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking statements,  which speak only as of the date made. The following
important  factors,  among others, in some cases have affected and in the future
could affect the Company's  actual results and could cause the Company's  actual
financial   performance  to  differ   materially  from  that  expressed  in  any
forward-looking   statement:  (i)  the  extremely  competitive  conditions  that
currently exist in the fire retardant and fireproofing  industry are expected to
continue, placing further pressure on pricing which could adversely impact sales
and erode profit margins;  (ii) many of the Company's  major  competitors in its
channels of distribution have significantly greater financial resources than the
Company;  and (iii) the  inability to carry out  marketing and sales plans would
have a materially  adverse  impact on the Company's  projections.  The foregoing
list  should not be  construed  as  exhaustive  and the  Company  disclaims  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statements  or to reflect  the
occurrence of anticipated or unanticipated events.

IMPACT OF YEAR 2000
-------------------

     During  1999 we  completed  our  remediation  and  testing of our  platform
systems,  management support,  systems, and our internal information  technology
and  non-information   technology   systems.   Because  of  those  planning  and
implementation  efforts,  we  experienced  no  disruptions  in  our  information
technology  and  non-information  technology  systems  and  those  systems  have
successfully  responded  to the Year  2000  date  change.  We did not  incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems  resulting from Year 2000 issues,  either
with our  products,  internal  systems,  or the  products  and services of third
parties. We will continue to monitor our mission critical computer  applications
and those of our  suppliers and vendors  throughout  the Year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.

                                       12
<PAGE>
RISK FACTORS
------------

     Several of the matters  discussed in this document contain  forward-looking
statements  that involve risks and  uncertainties.  Factors  associated with the
forward-looking  statements that could cause actual results to differ materially
from those projected or forecast appear in the statements  below. In addition to
other information contained in this document,  readers should carefully consider
the following cautionary statements and risk factors:

     FUTURE CAPITAL REQUIREMENTS; UNCERTAININTY OF FUTURE FUNDING. The Company's
plan of operation calls for additional  capital to facilitate growth and support
its long-term  development and marketing programs. It is likely that the Company
would need to seek  additional  financing  through  subsequent  future public or
private sales of its securities,  including equity  securities.  The Company may
also seek funding for the  development  and  marketing  of its products  through
strategic  partnerships and other arrangements with investment  partners.  There
can be no assurance, however, that such collaborative arrangements or additional
funds will be available when needed,  or on terms acceptable to the Company,  if
at all. Any such  additional  financing  may result in  significant  dilution to
existing stockholders.  If adequate funds are not available,  the Company may be
required to curtail one or more of its future programs.

     SUBSTANTIAL  DOUBT THAT THE COMPANY CAN  CONTINUE AS A GOING  CONCERN.  The
Company expects to continue to incur  significant  capital  expenses in pursuing
its plans to increase  sales  volume,  the  expansion of its product line and to
obtain additional  financing through stock offerings or other feasible financing
alternatives.  In order  for the  Company  to  continue  its  operations  at its
existing levels,  the Company will require $700,000 of additional funds over the
next twelve months.  While the Company can generate funds  necessary to maintain
its operations, without additional funds there will be a reduction in the number
of new projects  that the Company  could take on which may have an effect on the
Company's  ability  to  maintain  its  operations.  Therefore,  the  Company  is
dependent on funds raised through equity or debt offerings. Additional financing
may not be available on terms  favorable to the Company,  or at all. If adequate
funds are not available or are not available on  acceptable  terms,  the Company
may not be able to execute  its  business  plan or take  advantage  of  business
opportunities.  The ability of the Company to obtain such  additional  financing
and to achieve its operating  goals is uncertain.  In the event that the Company
does not obtain additional  capital or is not able to increase cash flow through
the  increase  of  sales,  there is a  substantial  doubt of its  being  able to
continue as a going concern.

     Additionally,  it should be noted that the Company's  independent  auditors
have included a going concern opinion in the note to financial  statements.  The
auditor's  have included this  provision  because the Company has an accumulated
deficit which the auditor believes raises substantial doubt about its ability to
continue  as a going  concern.  Until  such  time as the  Company  does  receive
additional debt or equity financing, there is a risk that the Company's auditors
will  continue to include a going  concern  provision  in the notes to financial
statements.

     PATENTS AND PROPRIETARY RIGHTS. The Company relies on patents,  contractual
rights, trade secrets,  trademarks,  and copyrights to establish and protect its
proprietary rights in its products and its components.  The Company has patented
the technology that is incorporated  into its products and believes that,  since
it  is a  technology  patent,  competitors  will  have  a  more  difficult  time
developing products  functionally  similar to the Company's.  To further protect
its products,  the Company will apply for additional  patents for its inventions
and for  non-commercial  available  components  designed  and  developed  by the
Company that are integral to product performance.

                                       13
<PAGE>
     PROSECUTING  ANY  INTELLECTUAL   PROPERTY   INFRINGEMENT  CLAIMS  COULD  BE
EXPENSIVE AND, IF THE COMPANY IS NOT SUCCESSFUL, COULD DISRUPT ITS BUSINESS. The
Company  intends to closely  monitor  competing  product  introductions  for any
infringement of the Company's  proprietary rights. The Company believes that, as
the  demand for  products  such as those  developed  by the  Company  increases,
infringement of intellectual  property rights may also increase. If infringement
of the  Company's  proprietary  rights  is by  industry  competitors,  they have
substantially greater financial, technical, and legal resources than the Company
which could  adversely  affect the  Company's  ability to defend its rights.  In
addition, the Company could incur substantial costs in defending its rights.

     Further,  the Company's patents are U.S. patents,  and the Company does not
have patent protection  outside the United States. The Company will be unable to
obtain patent  protection in most non-U.S.  jurisdictions,  including Europe and
Japan.  Some  competitors may have non-U.S.  operations where U.S. Patent rights
are not effective  which could permit  competitors  to infringe on the Company's
proprietary rights without violating U.S. law.

     The  Company  anticipates,  based  on the size  and  sophistication  of its
competitors  and the history of rapid  technological  advances in its  industry,
that  several  competitors  may be  working to develop  the  Company's  patented
technology.  The  Company  intends to closely  monitor any  infringement  of the
Company's  proprietary  rights.  Competitors  may have  patent  applications  in
progress in the United  States that,  if issued,  could relate to the  Company's
products.  If such  patents were to issue,  there can be no  assurance  that the
patent  holders or licensees  will not assert  infringement  claims  against the
Company or that such claims  will not be  successful.  The  Company  could incur
substantial costs in defending itself and its customers against any such claims,
regardless of the merits of such claims.  Parties making such claims may be able
to obtain injunctive or other equitable relief which could effectively block the
Company's ability to sell its products,  and each claim could result in an award
of substantial damages. In the event of a successful claim of infringement,  the
Company and its  customers  may be required to obtain one or more  licenses from
third parties. There can be no assurance that the Company or its customers could
obtain necessary  licenses from third parties at a reasonable or acceptable cost
or at all. Patent litigation could be very expensive,  and there is no assurance
that it would not have an adverse  effect on the Company's  business,  financial
condition and results of operations.

     DEPENDENCE  ON KEY  EMPLOYEES.  Historically,  the Company has been heavily
dependent on the ability of Bruce E. Raidl,  to contribute  essential  technical
and  management  experience.  In the event of future  growth in  administration,
marketing, manufacturing and customer support functions, the Company may have to
increase the depth and experience of its management  team by adding new members.
The   Company's   success  will  depend  to  a  large  degree  upon  the  active
participation of its key officers and employees.  Loss of services of any of the
current  officers and directors  could have a significant  adverse effect on the
operations and prospects of the Company.  There can be no assurance that it will
be able to employ qualified persons on acceptable terms to replace officers that
become unavailable.

     NEED FOR ADDITIONAL SPECIALIZED  PERSONNEL.  Although the management of the
Company is committed to the business and continued development and growth of the
business,  the  additional  of  specialized  key  personnel and sales persons to
assist  the  Company  in  its  expansion  of its  national  operations  will  be
necessary. There can be no assurance that the Company will be able to locate and
hire such specialized personnel on acceptable terms.

     COMPETITION.  There are numerous corporations,  firms and individuals which
are engaged in the type of business activities in which the Company is presently
engaged.  Many of those entities are more experienced and possess  substantially
greater financial, technical and personnel resources than the Company. While the
Company hopes to be competitive  with other similar  companies,  there can be no
assurance that such will be the case.

     VOTING  CONTROL.  Due to the joint ownership of a majority of the shares of
the Company's  outstanding common stock by Angela M. Raidl and her brother Bruce
Raidl,  collectively,  these  individuals  have the  ability to elect all of the
Company's directors, who in turn elect all executive officers, without regard to
the votes of other stockholders.

                                       14
<PAGE>
     ABILITY  TO  MAINTAIN  ADEQUATE  INVENTORY  LEVELS.  The  size of the  fire
retardant and fire protection markets and need to maintain adequate  inventories
with  regard  to  such  products  could  force  the  Company  into  implementing
additional  manufacturing  and warehousing  programs.  There can be no assurance
that the  Company  will  have the  necessary  capital  resource  or man power to
implement such manufacturing and warehousing programs.

     DEPENDENCE ON ABILITY TO MARKET PRODUCTS AND SERVICES. Due to the Company's
limited  resources,  the sales and marketing of the Company's  products has been
limited to date.  The  success of the Company is  dependent  upon its ability to
market and sell the  products  and  services  of the Company  with such  limited
resources.

     RISKS OF "PENNY  STOCKS."  The  Company's  common stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) of an issuer with net  tangible  assets less than  US$2,000,000  (if the
issuer  has  been  in  continuous   operation  for  at  least  three  years)  or
US$5,000,000  (if in continuous  operation  for less than three years),  or with
average annual revenues of less than US$6,000,000 for the last three years.

     Section 15(g) of the 1934 Act and Reg. Section  240.15g-2 of the Commission
require  broker-dealers  dealing in penny stocks to provide potential  investors
with a document  disclosing  the risks of penny  stocks and to obtain a manually
signed  and  dated  written  receipt  of  the  document  before   effecting  any
transaction in a penny stock for the investor's account.  Potential investors in
the  Company's  common  stock  are  urged to  obtain  and read  such  disclosure
carefully before purchasing any shares that are deemed to be "penny stock."

     Moreover,  Reg. Section 240.15g-9 of the Commission requires broker-dealers
in penny stocks to approve the account of any investor for  transactions in such
stocks before selling any penny stock to that investor.  This procedure requires
the broker-dealer to (i) obtain from the investor information  concerning his or
her financial situation,  investment experience and investment objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements  may make it more  difficult  for investors in the Company's
common stock to resell their shares to third parties or to otherwise  dispose of
them.

     NO MARKET FOR COMMON  STOCK.  Although  the  Company  intends to submit for
quotation of its common stock on the OTC  Bulletin  Board of the NASD  following
the effectiveness of this registration statement, and to seek a broker-dealer to
act as market  maker for its  securities  (without  the use of any  consultant),
there is  currently no market for such  shares,  there have been no  discussions
with any  broker-dealer or any other person in this regard,  and no market maker
has been  identified;  there can be no  assurance  that such a market  will ever
develop or be  maintained.  Any market  price for shares of common  stock of the
Company is likely to be very volatile,  and numerous  factors beyond the control
of the Company may have a  significant  effect.  In addition,  the stock markets
generally have experienced, and continue to experience, extreme price and volume
fluctuations  which  have  affected  the  market  price  of many  small  capital
companies and which have often been  unrelated to the operating  performance  of
these companies.  These broad market  fluctuations,  as well as general economic
and political conditions, may adversely affect the market price of the Company's
common stock in any market that may develop.

                                       15
<PAGE>
                          PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.
         -----------------

     Friloux v. AFRC
     ---------------

     The Company is a party  defendant in the matter  Friloux v.  American  Fire
Retardant  Corporation  15th  Judicial  District  Court,  Parish  of  Lafayette,
Louisiana,  Docket No.  99-5744 "D". In this matter Mr. Friloux filed a Petition
seeking a pre-trial  judgment  alleging  (1) that the Company is indebted to Mr.
Friloux  under  the terms of a  promissory  note  dated  March 7,  1994,  in the
principal sum of $100,000  with interest  there on at the rate of 5.0% per annum
and that the Company is in breach of said promissory  note; (2) that the Company
is in breach of employment  contract with Mr. Friloux an is obligated to pay Mr.
Friloux back wages; (3) that the Company is indebted to Mr. Friloux for past due
health and hospitalization costs due under the alleged employment agreement; and
(4) that the Company is  indebted to Mr.  Friloux as a result of the sale by Mr.
Friloux of shares of common stock owned by Mr. Friloux back to the Company.  The
Company  filed  exceptions  to the petition and counsel for Mr.  Friloux and the
Company have agreed that any and all claims shall be disposed of at trial rather
that  through  Mr.  Friloux's  pre-trial   petition.   The  Company  denies  the
allegations and intends to vigorously  defend the complaint of Mr.  Friloux.  At
present  Mr.  Friloux  and the Company  are  attempting  to resolve  this matter
amicably in order to avoid further costs to either party.

     Alman v. AFRC Florida
     ---------------------

     The Company was  involved in  litigation  in the  calendar  year 1997.  The
Company's  former  subsidiary,  AFRC Florida was a party defendant in the matter
Allen E. Alman and Phyllis S. Alman v. American Fire  Retardant  Corporation  of
Florida and Stephen F. Owens,  Dade County Florida,  Case No. 97-7203 CA 09. The
matter was a dispute over the terms of a Stock Purchase  Agreement  entered into
in September  1993, with regard to the purchase by AFRC Florida of all the stock
and assets of Apco Equipment Sale  Corporation  dba  Thoro-Sheen  Company.  This
matter was  resolved in July 1997.  wherein AFRC Florida and Mr. Owens agreed to
pay to Mr. And Mrs. Almans the total sum of $51,550,  payable  $5,775.00,  on or
before July 15, 1997;  $5,775.00,  on or before August 30, 1997; and the balance
of $40,000 in  installments  of $1,800.00 per month for 24 months  commencing on
September 30, 1997, until paid in full.

     All  payments  were made in a timely  manner  pursuant  to the terms of the
Joint Stipulation and the final payment was made on September 15, 1999.

     Halvelin v. AFRC
     ----------------

     The Company is a party  defendant in the matter of Havelin v. American Fire
Retardant  Corporation,  United  States  District  Court,  Southern  District of
Mississippi,  Case No. 1-99CV156GR. The Plaintiff, Jennifer L. Havelin was suing
the Company  alleging  that the  Company  discriminated  against  the  Plaintiff
because of Plaintiff's  sex, a female.  The Plaintiff  originally  filed a claim
with Equal Employment  Opportunity Commission ("EEOC") in May 15, 1998, alleging
discrimination and that Plaintiff had been laid off because she was a female. On
January 29, 1999,  the EEOC dismissed  Plaintiffs  claim as being without merit.
This action  arose from the same facts set forth by  Plaintiff in her claim with
the EEOC.  Further,  pursuant to Title VII the Plaintiff had 90 days (i.e. until
May 1, 1999) to file a lawsuit in Federal Court with regard to this matter.  The
Plaintiff filed her action beyond the prescribed time period.

     On August 25,  1999,  the  Company  settled  this matter for a total sum of
$5,000 paid by the Company to Ms. Havelin.

     As a result of the resolution of the above matters, the costs of litigation
associated  with those matters have ceased and,  therefore,  there is no further
effect on the results of operations and liquidity.

                                       16
<PAGE>
     Delinquent Payroll Taxes
     ------------------------

     The Company owes the Internal Revenue Service $359,300  including  interest
for prior delinquent  payroll taxes by the Company's former  subsidiaries,  AFRC
Florida and AFRC Louisiana.  These payroll taxes became  delinquent  starting in
the 3rd quarter of 1997  through the 4th quarter of 1998.  The total  delinquent
payroll tax  liabilities  are $166,472  attributed  to AFRC Florida and $192,828
attributed  to AFRC  Louisiana.  The  Company  has  retained  the tax counsel of
Royston & Hebert in  Lafayette,  Louisiana to represent  the Company  before the
Internal  Revenue  Service and the Company has  submitted an Offer in Compromise
work-out agreement to obtain a substantial  reduction of the outstanding payroll
tax balance  due. The Company owes the IRS  $45,882.92,  including  interest and
penalties for the 1st quarter 2000.

     With the exception of the legal proceedings and tax matter set forth above,
the Company is not presently a party to any  litigation,  claim,  or assessment.
Further,  the Company is unaware of any unasserted  claim or  assessment,  which
will have a material  effect on the financial  position or future  operations of
the Company.

Item 2.  Changes in Securities.
         ---------------------

     Not required.

Item 3.  Defaults Upon Senior Securities.
         -------------------------------

     Not required.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------

     None.

Item 5.  Other Information.
         -----------------

     None.

                                       17
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K.

     (a) List of Exhibits  attached or  incorporated  by referenced  pursuant to
Item 601 of Regulation S-B.

     Exhibit
     Number      Description*
     -------     -----------

     2.1(a)(+) Certificate of Merger from the State of Wyoming  regarding Merger
          of AFRC Louisiana with and into AFRC Wyoming.

     2.1(b)(+) Certificate  of  Merger  from the State of  Louisiana  regarding
               Merger of AFRC Louisiana with and into AFRC Wyoming.

     2.1(c)(+) Articles of Merger  regarding  Merger of AFRC  Louisiana with and
          into AFRC Wyoming.

     2.1(d)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
          Louisiana with and into AFRC Wyoming.

     2.2(a)(+) Certificate of Merger from the State of Florida  regarding Merger
          of AFRC Florida with and into AFRC Wyoming.

     2.2(b)(+) Certificate of Merger from the State of Wyoming  regarding Merger
          of AFRC Louisiana with and into AFRC Wyoming.

     2.2(c)(+) Florida  Articles of Merger  regarding  Merger of AFRC  Louisiana
          with and into AFRC Wyoming.

     2.2(d)(+) Wyoming  Articles of Merger  regarding  Merger of AFRC  Louisiana
          with and into AFRC Wyoming.

     2.2(e)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
          Florida with and into AFRC Wyoming.

     2.3(a)(+)  Articles of Merger  regarding  Merger  regarding  Merger of AFRC
          Wyoming  with and into AFRC  Nevada  (the  "Company")  to  change  the
          Domicile of the Company.

     2.3(b)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
          Wyoming  with and into AFRC  Nevada  (the  "Company")  to  change  the
          Domicile of the Company.

     3.1(+) Articles of  Incorporation of American Fire Retardant Corp. filed on
          January 20, 1998.

     3.2(+) Restated By-laws of American Fire Retardant Corp.

     3.3(+)  Qualification  of  American  Fire  Retardant  Corp.,  as a  Foreign
          Corporation in the State of Florida.

     3.4(+)  Qualification  of  American  Fire  Retardant  Corp.,  as a  Foreign
          Corporation in the State of Louisiana.

     3.5(+) Statement and  Designation  of American Fire Retardant  Corp.,  as a
          Foreign Corporation in California.

     3.6(+)  Qualification  of  American  Fire  Retardant  Corp.,  as a  Foreign
          Corporation in the State of Colorado.

     3.7(+)  Qualification  of  American  Fire  Retardant  Corp.,  as a  Foreign
          Corporation in the State of Mississippi.

     10.1(a)(+) Letter of Intent  Between  American Fire  Retardant  Corp.,  and
          Fabritek Industries, LLC.

     10.1(b)(+)  Amendment to Letter of Intent  Between  American Fire Retardant
          Corp., and Fabritek Industries, LLC.

                                       18
<PAGE>
     10.2(+) Royalty Agreement between American Fire Retardant Corp., and Norman
          O. Houser.

     10.3(+) Sale,  Assignment and Assumption  Agreement  between  American Fire
          Retardant Corp. and Patrick L. Brinkman with regard to the purchase of
          manufacturing rights to De-Fyre X-238.

     10.4(a)(+)  Merchant  Service  Agreement  between  American Fire  Retardant
          Corp., and St. Martin Bank.

     10.4(b)(+) St. Martin Bank $100,090 Promissory Note Dated March 11, 1997.

     10.4(c)(+) Edward E.  Friloux  Commercial  Guaranty to St.  Martin Bank re:
          $100,090 Promissory Note.

     10.4(d)(+)  Stephen F. Owens  Commercial  Guaranty  to St.  Martin Bank re:
          $100,090 Promissory Note.

     10.4(e)(+)  Angela M. Raidl  Commercial  Guaranty  to St.  Martin  Bank re:
          $100,090 Promissory Note.

     10.4(f)(+) St. Martin Bank $250,000 Promissory Note Dated May 21, 1998.

     10.4(g)(+) St. Martin Bank Business Loan Agreement Dated August 18, 1998.

     10.4(h)(+) St.  Martin Bank  $172,725.73  Promissory  Note Dated August 18,
          1998.

     10.4(i)(+) Edward E.  Friloux  Commercial  Guaranty to St.  Martin Bank re:
          $172,725.73 Promissory Note.

     10.4(j)(+)  Stephen F. Owens  Commercial  Guaranty  to St.  Martin Bank re:
          $172,725.73 Promissory Note.

     10.4(k)(+)  Angela M. Raidl  Commercial  Guaranty  to St.  Martin  Bank re:
          $172,725.73 Promissory Note.

     10.4(l)(+) St. Martin Bank  Commercial  Pledge  Agreement  re:  $172,725.72
          Promissory Note.

     10.4(m)(+)  St.  Martin  Bank  Pledge  of  Collateral   Mortgage  Note  re:
          $172,725.72 Promissory Note.

     10.4(n)(+) St. Martin Bank Agreement to Provide  Insurance re:  $172,725.72
          Promissory Note.

     10.4(o)(+) St. Martin Bank - Collateral Mortgage re: $172,725.72 Promissory
          Note.

     10.4(p)(+) St. Martin Bank - $54,059.29  Promissory  Note Dated February 4,
          1999.

     10.5(a)(+) Private  Capital,  Inc. - Purchase and Security  Agreement Dated
          April 17, 1997.

     10.5(b)(+) Private Capital,  Inc. - Angela M. Raidl  Continuing  Guaranty &
          Waiver.

     10.5(c)(+) Private  Capital,  Inc. - Stephen F. Owens and Edward E. Friloux
          Continuing Guaranty & Waiver.

     10.6(a)(+) Bank of Erath $15,030 Promissory Note Dated June 16, 1997.

     10.6(b)(+) Bank of Erath Loan Extension Agreement Dated October 20, 1998.

     10.7(+) American Fire  Retardant  Corp. - El Cajon,  California  Industrial
          Lease

     10.8(a)(+) Whitney Bank - $74,400 Secured Promissory Note Dated

     10.8(b)(+)  Whitney  Bank - Collateral  Mortgage,  Security  Agreement  and
          Assignment of Leases and Rents

                                       19
<PAGE>
     10.9(+)  American  Fire  Retardant  Corp.  - Standard  Lease for  Louisiana
          Corporate Apartment

     10.10(+) Oil, Gas & Mineral Lease with Penwell Energy Inc.

     10.11(a)(+) Whitney National Bank - $42,888.46 Promissory Note

     10.11(b)(+) Whitney National Bank - Security Agreement


     10.12(+) Presidio Capital Consulting Agreement

     10.13(+) Warren Guidry Letter Promissory Note

     10.14(a)(+) Agreement with Richard Rosenberg

     10.14(b)(+) Amendment to Agreement with Richard Rosenberg

     10.14(c)(+) Richard Rosenberg - $43,134.39 Promissory Note

     10.15(+)  Investment  Banking  and  Consulting   Agreement  with  Capstone
          Partners LLC.

     10.16(+)  March 7, 1999 $100,000 Promissory Note.

     10.17(+) August 25, 1999 Equipment Lease with Preferred Capital Corporation

     10.18(+) December 7, 1999 $100,000  Promissory  Note with Private  Capital,
          Inc.

     99.1 (+) Consumer Product Safety Commission's Notice of Public Hearing and
          Request for Comments  with regard to the proposed  rule  pertaining to
          Flame Retardant  Chemicals that may be suitable for use in upholstered
          furniture.

     99.2 (+) A copy of the Article "1998 Fire Loss in the United  States" from
          the NFPA Journal, September/October 1999.

     99.3 (+) See National  Fire Data Center  Statistics  as posted on the NFDC
          website at "www.usfa.fema.goc/nfdc/statistics.htm"

     (+) Previously filed.

     (++) Attached hereto.

                                       20
<PAGE>
                                   SIGNATURE


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.

                                                  AMERICAN FIRE RETARDANT CORP.
                                                  A Nevada Corporation


Date: January 15, 2001                            /S/ Stephen F. Owens
                                                  ------------------------------
                                                  By: Stephen F. Owens
                                                  Its: President and Director


Date: January 15, 2001                            /S/ Angela M. Raidl
                                                  ------------------------------
                                                  By: Angela M. Raidl
                                                  Its: Vice President,
                                                       Chief Financial Officer
                                                       Secretary and Director

                                       21