SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


     (Mark One)

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

     For Quarter Ended: June 30, 2001; 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 [X] No [ ]

     On August 14, 2001 there were 4,437,647 shares of the  registrant's  Common
Stock, $0.001 par value, issued and outstanding.

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

                                       1
<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 June 30, 2001,  and the results of its  operations  and changes in
its financial  position from  inception  through  September 30, 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 ................................................  7
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.

                                       2
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 Balance Sheets


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                    June 30,      December 31,
                                                      2001            2000
                                                  -------------   -------------
                                                  (Unaudited)
CURRENT ASSETS
<S>                                               <C>             <C>
   Inventory                                      $     84,730    $     39,994
   Accounts receivable, net                            761,309         497,325
                                                  -------------   -------------

     Total Current Assets                              846,039         537,319
                                                  -------------   -------------

PROPERTY AND EQUIPMENT                                 195,521         206,110
                                                  -------------   -------------

OTHER ASSETS

   Restricted cash                                     427,415         318,620
   Intangible assets, net                               21,850          25,500
   Deposits and other assets                            15,199          16,399
                                                  -------------   -------------

     Total Other Assets                                464,464         360,519
                                                  -------------   -------------

     TOTAL ASSETS                                 $  1,506,024    $  1,103,948
                                                  =============   =============
</TABLE>

     The accompanying notes are an integral part of these financial statements.

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


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

                                                    June 30,       December 31,
                                                      2001             2000
                                                  -------------   -------------
                                                  (Unaudited)
CURRENT LIABILITIES
<S>                                               <C>             <C>
   Cash overdraft                                 $     47,259    $     17,441
   Accounts payable                                    279,818         229,927
   Accrued expenses                                    637,867         666,031
   Unearned revenue                                    -                60,811
   Shareholder loans                                   204,957         160,646
   Notes payable, current portion                      439,924         243,721
   Capital leases, current portion                      12,016          16,887
   Line of credit                                    1,858,327       1,385,303
                                                  -------------   -------------

     Total Current Liabilities                       3,480,168       2,780,767
                                                  -------------   -------------

LONG-TERM LIABILITIES

   Notes payable                                       197,825         197,825
   Capital leases, long-term portion                    14,210          14,210
                                                  -------------   -------------

     Total Long-Term Liabilities                       212,035         212,035
                                                  -------------   -------------

     Total Liabilities                               3,692,203       2,992,802
                                                  -------------   -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value; 25,000,000
    shares authorized, 3,372,647 and 2,359,647 shares
    issued and outstanding, respectively                 3,374           2,361
   Additional paid-in capital                        2,114,784       1,490,531
   Accumulated deficit                              (4,304,337)     (3,381,746)
                                                  -------------   -------------

     Total Stockholders' Equity (Deficit)           (2,186,179)     (1,888,854)
                                                  -------------   -------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                            $  1,506,024    $  1,103,948
                                                  =============   =============
</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             For the                         For the
                                                         Six Months Ended              Three Months Ended
                                                             June 30,                        June 30,
                                                  -----------------------------   -----------------------------
                                                      2001            2000            2001             2000
                                                  -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>
NET SALES                                         $  1,588,285    $  1,541,072    $    745,093    $    659,261

COST OF SALES                                          841,186         632,191         418,134         200,140
                                                  -------------   -------------   -------------   -------------

GROSS MARGIN                                           747,099         908,881         326,959         459,121
                                                  -------------   -------------   -------------   -------------

EXPENSES

   Selling, general and administrative                 962,592         344,060         797,563         163,494
   Payroll expense                                     295,340         339,649         139,951         241,511
   Travel and entertainment                            108,417         121,640          49,568          58,180
   Depreciation and amortization expense                34,838          20,393          14,919           4,435
   Bad debt expense                                     27,869           9,132          27,869           1,829
                                                  -------------   -------------   -------------   -------------

     Total Expenses                                  1,429,056         834,874       1,029,870         469,449
                                                  -------------   -------------   -------------   -------------

INCOME (LOSS) FROM OPERATIONS                         (681,957)         74,007        (702,911)        (10,328)
                                                  -------------   -------------   -------------   -------------

OTHER EXPENSES

   Interest expense                                   (240,634)       (254,682)       (107,778)       (118,763)
                                                  -------------   -------------   -------------   -------------

     Total Other Expenses                             (240,634)       (254,682)       (107,778)       (118,763)
                                                  -------------   -------------   -------------   -------------

LOSS BEFORE INCOME TAXES                              (922,591)       (180,675)       (810,689)       (129,091)

PROVISION FOR INCOME TAXES                             -                -               -               -
                                                  -------------   -------------   -------------   -------------

NET LOSS                                          $   (922,591)   $   (180,675)   $   (810,689)   $   (129,091)
                                                  =============   =============   =============   =============

BASIC LOSS PER SHARE                              $      (0.34)   $      (0.07)   $      (0.29)   $      (0.05)
                                                  =============   =============   =============   =============

BASIC WEIGHTED AVERAGE SHARES                        2,730,591       2,355,032       2,765,801       2,355,032
                                                  =============   =============   =============   =============
</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                          Common Stock              Additional       Stock
                                                  -----------------------------      Paid-in      Subscription     Accumulated
                                                     Shares          Amount          Capital       Receivable        Deficit
                                                  -------------   -------------   -------------   -------------   -------------
<S>                                               <C>             <C>             <C>             <C>             <C>
Balance, December 31, 1999                           2,349,647    $      2,351    $  1,485,541    $     -         $ (2,478,908)

May 12, 2000: common stock
 issued for cash valued at
 $0.50 per share                                        10,000              10           4,990          -                -

Net loss for the year ended
 December 31, 2000                                      -               -               -               -             (902,838)
                                                  -------------   -------------   -------------   -------------   -------------

Balance, December 31, 2000                           2,359,647           2,361       1,490,531          -           (3,381,746)

February 26, 2001: common
 stock issued for services and
 interest on loans valued at
 $0.50 per share (unaudited)                            25,000              25          12,475          -                -

April 19, 2001: common stock
 issued for debt and services
 valued at $0.62 per share
 (unaudited)                                           533,000             533         330,133          -                -

April 19, 2001: common stock
 issued for services valued at
 $0.62 per share (unaudited)                           160,000             160          99,040          -                -

May 10, 2001: common stock
 issued for services valued at
 $0.62 per share (unaudited)                           250,000             250         154,750          -                -

May 30, 2001: common stock
 issued for services valued at
 $0.62 per share (unaudited)                            45,000              45          27,855          -                -

Net loss for the six months
 ended June 30, 2001
 (unaudited)                                            -               -               -               -             (922,591)
                                                  -------------   -------------   -------------   -------------   -------------

Balance, June 30, 2001
 (unaudited)                                         3,372,647    $      3,374    $  2,114,784    $     -         $ (4,304,337)
                                                  =============   =============   =============   =============   =============
</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                    For the Six Months Ended
                                                             June 30,
                                                  -----------------------------
                                                      2001            2000
                                                  -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>             <C>
   Net loss                                       $   (922,591)   $   (180,675)
   Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
     Common stock issued for services                  545,266          -
     Depreciation and amortization                      34,839          32,101
     Bad debt expense                                  -                 6,459
   Change in Assets and Liabilities:
     (Increase) decrease in accounts receivable       (263,984)       (129,210)
     (Increase) decrease in deposits                      (800)         (1,182)
     (Increase) decrease in inventory                  (44,736)         73,175
     (Increase) decrease in prepaid expenses             5,650          -
     and intangibles
     (Increase) decrease in restricted cash           (108,795)         17,644
     Increase (decrease) in undeposited funds          -                 9,820
     Increase (decrease) in accounts payable            49,892         (45,399)
     Increase (decrease) in accrued expenses            51,837             567
     Increase (decrease) in unearned revenue           (60,811)        (87,636)
                                                  -------------   -------------

       Net Cash Provided (Used) by Operating          (714,233)       (304,336)
        Activities                                -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                            (24,250)        (13,092)
                                                  -------------   -------------

       Net Cash (Used) by Investing Activities         (24,250)        (13,092)
                                                  -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in cash overdraft                           29,818          72,825
   Proceeds from notes payable - related                59,140          -
   Payments on notes payable - related                 (14,830)        (32,301)
   Proceeds from sale of common stock                  -                 5,000
   Proceeds from notes payable                         257,347          -
   Proceeds from lines of credit                       473,024         293,041
   Payment on notes payable                            (66,016)        (24,545)
                                                  -------------   -------------

       Net Cash Provided by Financing Activities       738,483         314,020
                                                  -------------   -------------

NET (DECREASE) IN CASH                                 -                (3,408)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD       -                 3,408
                                                  -------------   -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD        $    -          $     -
                                                  =============   =============
</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                      Statements of Cash Flows (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     For the Six Months Ended
                                                             June 30,
                                                  -----------------------------
                                                      2001             2000
                                                  -------------   -------------
<S>                                               <C>             <C>
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

   Interest                                       $    240,634    $    254,682
   Income taxes                                   $    -          $     -

NON-CASH FINANCING ACTIVITIES

   Common stock issued for conversion of accrued  $     80,000    $     -
   salaries
   Common stock issued for services               $    545,266    $     -
</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                       June 30, 2001 and December 31, 2000

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

     The  accompanying  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 June 30, 2001
     and 2000 and for all periods presented have been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  It is  suggested  that these
     condensed  financial  statements be read in conjunction  with the financial
     statements  and notes thereto  included in the Company's  December 31, 2000
     audited  financial  statements.  The results of operations  for the periods
     ended  June  30,  2001  and  2000  are not  necessarily  indicative  of the
     operating results for the full years.

NOTE 2 - GOING CONCERN

     These 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
     $4,322,837  which,  as well as  current  liabilities  in excess of  current
     assets of $2,634,129, 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 - SUBSEQUENT EVENT

     In July 2001,  1,490,000  shares of common stock were issued for  services,
     300,000 of which were issued at $0.24 per share.  The  remaining  1,190,000
     shares of common  stock were  issued at a price of $0.62 per share based on
     the S-8 filing agreement.

                                       9
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

     The following  discussion and analysis  should be read in conjunction  with
the financial statements and notes thereto appearing elsewhere herein.

December 31,2000 and June 30, 2001
-----------------------------------

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

     The balance of current assets at December 31, 2000 was $537,319 compared to
a balance of $846,039 at June 30, 2001. The balances of current liabilities were
$2,780,767  and  $3,480,168  for the same periods,  respectively.  The resulting
current  ratio at December  31,2000  was .2 to 1. The current  ratio at June 30,
2001 was also .2 : 1. The current ratio indicates that the Company's  ability to
pay its obligations has stayed constant over the course of the second quarter of
2001.

     The  increase  of current  assets at June 30, 2001 over  December  31, 2000
reflects an increased need for the Company to maintain an inventory of materials
for its projects as it enters its busy season of year.  The Company used $42,736
of working capital for inventory growth in the second quarter of 2001.

     The other material component of current assets is accounts receivable.  The
balance of accounts  receivable  at June 30, 2001 was  $846,039,  an increase of
$263,984. The receivables increased due to the seasonal increase in sales.

     The  increase  in current  liabilities  of $699,401  is  indicative  of the
Company's  continued  liquidity  problems.  The  line  of  credit  increased  by
$473,024.  The Company used cash of $714,233 in its  operations  as it sought to
establish itself as a market leader in the fire retardant field.

     $487,721 of the Company's accrued expenses were past due payroll taxes owed
to the  Internal  Revenue  Service and  several  States  where the Company  does
business.  The company had submitted  Offers in Compromise  which were voided in
the second  quarter.  The Company is currently  negotiating an installment  plan
with the IRS and  attempting to get current on its payroll tax  obligations  for
the year 2001.

     The Company  continues to borrow funds against its future  contracts on its
line of credit.  The factoring  agreement charges 8% of the amount borrowed as a
fee for the funds. This significantly  decreases the Company's  profitability on
its contracts.  Also the Company has borrowed against contracts for which it has
not yet provided  services and  therefore the Company must continue the cycle by
raising more capital to complete those projects.

                                       10
<PAGE>
     At June 30,  2001 the Company  needs  approximately  $2,500,000  in working
capital to bring itself out its present  situation and back onto an even footing
with its creditors.  The Company hopes to raise this capital through an offering
of its common stock in 2001. The Company has no commitments for such an offering
and there is no guarantee  that it will succeed in raising the funds it needs At
June 30, 2001 the Company has insufficient cash flow from operations to meet its
current  cash  obligations.  Until  such time that the  Company is able to raise
sufficient  capital it intends to continue to finance itself through the line of
credit.

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

For the quarter ended June 30, 2000 compared to the quarter ended June 30, 2001
--------------------------------------------------------------------------------

     The Company's net sales increased by $85,832 in 2001 compared to 2000. This
is an increase of 13% and reflects an increase in the  Company's  business.  The
gross margin for 2000 was 47% of sales  compared to 58% in 2001 which means that
the Company has had to give more discounts to its customers. Management believes
that this will help the  Company  establish a  perception  in the market that it
provides a quality product at a fair price.  Also  management  believes that the
Company needs to establish  itself as a major player in the fire retardant field
in order to compete effectively.

     The Company's  Selling,  General and  Administrative  Expenses increased by
$634,069 or 138% mainly due to expenses for consulting services in regard to the
Company's stock. Payroll Expense has decreased by $101,560 or 42%. This decrease
reflects a tightening by management on its payroll.  Management believes that it
will be able to hold those payroll costs constant the remainder of 2001.

     Management is seeking to increase its marketing  efforts in 2001.  However,
the Company is subject to the current economic decline.


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.

                                       11
<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 forecasted  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; Uncertainty 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 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,  expanding  its product line and
obtaining  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  these  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 these funds are not available 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.

                                       12
<PAGE>
     Additionally,  it should be noted that the Company's  independent  auditors
have included a going concern  opinion in the note to the financial  statements.
The  auditor's  have  included  this  provision   because  the  Company  has  an
accumulated deficit that the auditor believes raises substantial doubt about the
Company's 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 non-commercial
available  components  designed and developed by the Company integral to product
performance.

     Prosecuting Intellectual  Property  Infringement Claims Could Be Expensive
and Could Disrupt 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  increase,
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 operations in Non-U.S  jurisdictions where U.S.
Patent rights are not  effective.  This could permit  competitors to infringe on
the Company's proprietary rights without violating U.S. law.

     The Company  anticipates that based on the size and  sophistication  of its
competitors  and the history of the  industry's  rapid  technological  advances,
which  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.  Parties  making  such  claims may be able to obtain
injunctive or other equitable relief that 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  the  necessary  licenses  from  third  parties  or  at a  reasonable  or
acceptable  cost.  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.

                                       13
<PAGE>
     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  assurances  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 addition 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  assurances  that the
Company will be able to locate and hire such specialized personnel on acceptable
terms.

     Competition
     -----------

     There are numerous corporations,  firms and individuals that are engaged in
the type of business  activities that the Company is presently  engaged in. 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 assurances
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.

     Ability to Maintain Adequate Inventory Levels
     ---------------------------------------------

     The size of the fire retardant and fire protection  markets and the need to
maintain  adequate  inventories  regarding such products could force the Company
into implementing additional  manufacturing and warehousing programs.  There can
be no assurances that the Company will have the necessary  capital  resources or
manpower to implement such manufacturing and warehousing programs.

                                       14
<PAGE>
     Dependence on Ability to Market Products and Services
     -----------------------------------------------------

     Due to the  Company's  limited  resources,  the sales and  marketing of its
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.

     Risk That The Company's Common Stock May Be Deemed A "Penny Stock"
     -------------------------------------------------------------------

     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.

     In the event that the  Company's  stock is deemed a penny  stock,  it could
limit and  inhibit an  investor  from  buying the  Company's  stock  because the
procedures  that an  investor  and  broker  must  adhere to may be viewed as too
burdensome by the  investor.  Additionally,  because the Company's  stock may be
designated  as a penny  stock,  prior  to the  sale of a penny  stock  that  was
recommended  by the  broker  and  to an  investor  who  is not an  institutional
accredited  investor,  the  broker  must  approve  the  customer's  account  for
transaction  in penny stocks in accordance  with the rules outlined  above.  The
time,  effect and burden in  approving a  customer's  account to be approved for
trading in penny  stocks  could  hamper or limit the  market  for the  Company's
common stock as  broker-dealers  may be less inclined to recommend an investment
to a new customer in a penny stock.

                                       15
<PAGE>
     There Is No Market for The Company's Common Stock and There Is No Assurance
     That A Market Will Develop
     --------------------------------------------------------------------------

     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).  Currently  there is no  market  for such
shares and there have been no discussions  with any  broker-dealer  or any other
person in this regard, and no market maker has been identified. Therefore, there
can be no assurance that such a market will ever develop or be  maintained.  Any
market  price  for the  shares  of the  Company's  common  stock is likely to be
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 thus affecting
the market price of many small capital companies and which have often times 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.

                          PART II - OTHER INFORMATION.

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

     Friloux v. AFRC The Company is a party  defendant  in the matter of 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  thereon 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 an employment  contract with Mr. Friloux and 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 both parties has
agreed that any and all claims shall be disposed of at trial rather than 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.

     Delinquent  Payroll Taxes - The Company owes the Internal  Revenue  Service
$297,224  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 and going through the 4th quarter
of 1998. The total delinquent payroll tax liabilities attributed to AFRC Florida
are $128,604 and $168,621 attributed to AFRC Louisiana. The Company has retained
the tax counsel of J. W. Roysten, E.A. in Lafayette,  Louisiana to represent the
Company  before the Internal  Revenue  Service and the Company had  submitted an
Offer-in-Compromise to obtain a substantial reduction of the outstanding payroll
tax balance  due. The Company is keeping  current  with all present  payroll and
other tax obligations.

                                       16
<PAGE>
     Settlement of ARFC Louisiana and AFRC Florida Payroll Tax Liabilities - The
Internal Revenue Service had tentatively accepted two  offers-in-compromise  for
settlements of the federal payroll tax liabilities  owed by the Company's former
subsidiaries, AFRC Louisiana and AFRC Florida. Subsequent to the date covered by
this   report,   the   Internal   Revenue   Service   has   voided   those   two
offers-in-compromise due to the delinquent taxes currently owed by the Company.

     As stated  under the  Delinquent  Payroll  Taxes  section,  the Company has
retained the services of J. W. Roysten, E.A. to represent it before IRS in these
matters.  He is currently  negotiating an installment  plan for the Company that
will cover the liabilities for AFRC Louisiana, AFRC Florida, and AFRC Nevada. It
is  anticipated  that the  negotiations  will be  completed  within 60 days.  No
details are available  since no agreement has yet been reached with the Internal
Revenue Service.

     Payroll  Tax  Still  Owing.  The  Company  still  owes the IRS  $10,279.22,
including  interest  and  penalties,  for  the  4th  quarter  1999,  $47,452.24,
including  interest  and  penalties,  for  the  1st  quarter  2000,  $48,347.37,
including  interest and  penalties,  for the 2nd quarter  2000,  and  $44,179.67
including  interest and  penalties,  for the 3rd quarter  2000,  and  $39,210.04
including  interest and  penalties,  for the 4th quarter 2000,  $45,186.21,  not
including interest and penalties, for the 2nd quarter 2001.

     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.

                                       17
<PAGE>
     On May 10, 2001 the Company  filed a  registration  statement  on Form S-8,
registering  various stock options  issued  pursuant to AFRC's 2001 Stock Option
Plan.  Specifically,  the non-statutory stock options registered were granted to
Stephen F. Owens in the amount of 533,334  shares,  Gregory Bartko in the amount
of 50,000 shares,  Sherry Wilson in the amount of 250,000  shares,  Bridgestream
Partners, LLC in the amount of 45,000 shares, Richard Rosenberg in the amount of
108,000  shares,  Lewis  Rosenberg  in the amount of 30,000  shares,  and Samuel
Todaro.  Concurrently,  the Company has filed a registration for coordination of
the  qualification in California for the options granted to Stephen F. Owens and
Bridgestream  Partners,  LLC.

     During the quarter ended June 30, 2001, and subsequent to that period,  the
Company was required to make  arrangements  satisfactory to its depository bank,
to resolve an account debit created when the Company  deposited into its general
operating  account,  certain checks totaling  $106,000,  which checks ultimately
were dishonored by the bank upon which they were drawn. The Company's depository
bank carried this amount as an account  deficit  through the quarter  ended June
30, 2001 and thereafter. At June 30, 2001, the amount of our account deficit was
reduced to $59,556.23.  The account deficit was further reduced to $57,200 as of
August 3, 2001.  After that date, the Company arranged two short-term loans from
two non-affiliated  persons to satisfy the remainder of the account deficit, and
as of August 6, 2001,  the account  deficit was  satisfied by  application  of a
total of $57,200 in loan proceeds.  These two short-term loans are unsecured and
are due on or before September 6, 2001.

     Subsequent  to the  period  end,  on July 13,  2001,  the  Company  filed a
registration  statement on Form S-8, seeking federal registration 300,000 shares
of the  Company's  common  stock  issued  pursuant to the terms of a  consulting
agreement entered into with Tomina Associates, Ltd.

     Subsequent  to the period ended June 30, 2001,  the Company  entered into a
series of agreements dated July 16, 2001, which were intended to arrange certain
consulting services, introductions, business and advisory expertise and services
designed  to assist  the  Company  in  distribution  and  marketing  of its fire
retardant products  (collectively,  the "Marketing and Consulting  Agreements").
These  agreements  were  entered  into with  David W.  Keaveney,  Jason M. Genet
("Keaveney  and  Genet") and their  marketing  enterprise,  Breakout  Investment
Marketing, LLC ("Breakout"). A Loan and Security Agreement was also entered into
between the Company,  Keaveney and Genet, which contemplated that in addition to
the above-described services to the Company,  Keaveney and Genet would provide a
$150,000  loan to the Company  secured by the  issuance  and delivery of 850,000
shares of  restricted  common  stock  pledged to Keaveney  and Genet,  which the
Company would  qualify as a private  placement of its  securities  under Section
4(2) of the Securities Act of 1933.

     The Company ultimately received only $74,800 in loan proceeds from Keaveney
and Genet, and as a result, the Company, Keaveney and Genet subsequently entered
into an Amended Loan and Security  Agreement  dated July 27, 2001 ("Amended Loan
Agreement").  The Amended Loan  Agreement  provides that the total loan would be
reduced from $150,000 to $74,800.  As a full accord and  satisfaction  among the
Company,  Keaveney  and  Genet  with  respect  to the July 16,  2001  series  of
agreements,  the  Company  granted to  Keaveney  and Genet,  as  consultants,  a
non-qualified  stock  option  agreement  providing  for the  issuance of 425,000
shares of the  Company's  common  stock under the  Company's  Amended 2001 Stock
Option Plan and registered on Form S-8,  intending to satisfy all obligations of
the Company to Keaveney,  Genet and Breakout  under the Marketing and Consulting
Agreements. These shares are now issued and outstanding.

                                       18
<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.

     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.

                                       19
<PAGE>
     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

                                       20
<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.

     10.19(+)       May 10, 2001 Form S-8: 2001 Stock Option Plan adopted by the
                    Registrant's Directors on April 30, 2001

     10.20(+)       May 10, 2001 Form S-8: Specimen Form of Non-statutory  Stock
                    Option Agreement.

     10.21(+)       May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and Gregory Bartko, Esq.

     10.22(+)       May 10, 2001 Form S-8: Attorney/Client Fee Arrangement dated
                    Fedruary 15, 2001, between American Fire Retardant Corp. and
                    Gregory Bartko, Esq.

     10.23(+)       May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and Sherry Wilson.

     10.24(+)       May 10, 2001 Form S-8: Consulting  Agreement dated April 30,
                    2001,  between  American  Fire  Retardant  Corp.  and Sherry
                    Wilson.

     10.25 (+)      May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and Stephen F. Owens.

     10.26(+)       May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and Richard Rosenberg.

     10.27(+)       May 10, 2001 Form S-8: Consulting  Agreement dated April 30,
                    2001,  between  American Fire  Retardant  Corp.  and Richard
                    Rosenberg.

     10.28(+)       May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and Lewis Rosenberg.

     10.29(+)       May 10, 2001 Form S-8: Consulting  Agreement dated April 30,
                    2001,  between  American  Fire  Retardant  Corp.  and  Lewis
                    Rosenberg.

                                       21
<PAGE>
     10.30(+)       May 10, 2001 Form S-8: Consulting  Agreement dated April 30,
                    2001, between American Fire Retardant Corp. and BridgeStream
                    Partners, LLC.

     10.31(+)       May 10,  2001  Form  S-8:  Nonstatutory  Stock  Option  Plan
                    Agreement  dated  April  30,  2001,  between  American  Fire
                    Retardant Corp. and BridgeStream Partners, LLC.

     10.32(+)       May 10, 2001 Form S-8: Opinion of Gregory Bartko, Esq.

     10.33(+)       May 10, 2001 Form S-8: Consent of HJ & Associates, LLC.

     10.34(+)       May 10, 2001 Form S-8: Consent of Gregory Bartko, Esq.

     10.35(+)       May 10, 2001 Form S-8: Power of Attorney.

     10.35(+)       July 31, 2001 Form S-8:  Consulting  Agreement dated July 6,
                    2001,  between  American  Fire  Retardant  Corp.  and Tomina
                    Associates, Ltd.

     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.

     (b) Reports on Form 8-K.

     There were no reports on Form 8-K filed  during the period  covered by this
report.

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<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: August  __, 2001                            /S/ Stephen F. Owens
                                                  ------------------------------
                                                  By: Stephen F. Owens
                                                  Its: President and Director


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

                                       23