U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

     For  the  quarterly  period  ended  September  30,  2003.

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

     For the transition period from _______ to ________


                        COMMISSION FILE NUMBER: 000-26261


                          AMERICAN FIRE RETARDANT CORP.
                 (Name of small business issuer in its charter)

                 NEVADA                                  88-0386245
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

        9316 WHEATLANDS ROAD, SUITE C, SANTEE, CALIFORNIA        92071
             (Address of principal executive offices)          (Zip Code)

                                 (619) 258-3640
                           (Issuer's telephone number)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to such filing requirements for the past 90 days.  Yes  X No
                                                                           --

     The  number of shares outstanding of each of the issuer's classes of common
equity,  as of November 5, 2003, was 2,357,401,286 shares of the issuer's common
stock  were  outstanding.

     Transitional Small Business Disclosure Format (check one): Yes      No  X
                                                                            ---


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                       <C>
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . .   3
  Item 1.  Financial Statements. . . . . . . . . . . . . . . . . . . . .   3
    Balance Sheet as of September 30, 2003 . . . . . . . . . . . . . . .   4
    Statements of Operations as of September 30, 2003. . . . . . . . . .   6
    Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . .   7
    Statement of Cash Flows as of September 30, 2003 . . . . . . . . . .   8
    Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .  10
  Item 2.  Management's Discussion and Analysis or Plan of Operation . .  15
  Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . .  17
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . .  17
  Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .  17
  Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . .  18
  Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . .  18
  Item 4.  Submission of Matters to a Vote of Security Holders . . . . .  18
  Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . .  18
  Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .  18
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.  22
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.  23
</TABLE>


                                        2
<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 United States
Securities  and  Exchange Commission (the "Commission"). Certain information and
footnote  disclosure  normally  included  in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  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.

Set  forth below are the balance sheets as of September 30, 2003 (unaudited) and
December  31,  2002,  and the results of operations for the three months and the
nine months ended September 30, 2003 and 2002 (unaudited) and cash flows for the
nine  months  ended September 30, 2003 and 2002.  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 September 30, 2003,
and  the results of its operations and changes in its financial position for the
period  then  ended, 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.

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]







                                        3
<PAGE>
<TABLE>
<CAPTION>
                           AMERICAN FIRE RETARDANT CORPORATION
                                     Balance Sheets


                                         ASSETS
                                         ------


                                                          September 30,    December 31,
                                                              2003             2002
                                                         ---------------  --------------
                                                           (Unaudited)
<S>                                                      <C>              <C>
CURRENT ASSETS

  Cash                                                   $       96,745   $       2,938
  Inventory                                                      61,122          41,024
  Accounts receivable, net                                      289,501         237,385
  Loan receivable, related                                       21,337               -
                                                         ---------------  --------------

    Total Current Assets                                        468,705         281,347
                                                         ---------------  --------------

PROPERTY AND EQUIPMENT, NET                                      34,082          67,639
                                                         ---------------  --------------

OTHER ASSETS

  Restricted cash                                               432,430         432,430
  Intangible assets, net                                          3,000           7,500
  Deposits                                                        6,223           5,938
                                                         ---------------  --------------

    Total Other Assets                                          441,653         445,868
                                                         ---------------  --------------

    TOTAL ASSETS                                         $      944,440   $     794,854
                                                         ===============  ==============
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Operations
                                   (Unaudited)



                                                          September 30,    December 31,
                                                              2003             2002
                                                         ---------------  --------------
                                                           (Unaudited)
<S>                                                      <C>              <C>

CURRENT LIABILITIES

  Accounts payable                                       $      234,721   $     367,243
  Accrued expenses                                            1,761,346       1,840,510
  Shareholder loans                                             310,994         224,038
  Notes payable                                                 856,252         580,139
  Capital leases                                                      -           9,000
  Line of credit                                              1,878,366       1,878,366
                                                         ---------------  --------------

    Total Current Liabilities                                 5,041,679       4,899,296
                                                         ---------------  --------------

    Total Liabilities                                         5,041,679       4,899,296
                                                         ---------------  --------------

COMMITMENTS AND CONTINGENCIES

SERIES A CONVERTIBLE PREFERRED STOCK
  $0.001 par value; authorized 500,000,000,
  42,000,000 and 2,500,000 issued and outstanding,
  respectively                                                1,104,000         250,000
                                                         ---------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.001 par value; 9,800,000,000 shares
   authorized, 1,652,901,286 and 438,158 shares issued
   and outstanding, respectively                              1,652,902             438
  Additional paid-in capital                                 15,524,204       8,254,437
  Stock subscription receivable                                 (15,912)              -
  Accumulated deficit                                       (22,362,433)    (12,609,317)
                                                         ---------------  --------------

    Total Stockholders' Equity (Deficit)                     (5,201,239)     (4,354,442)
                                                         ---------------  --------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                    $      944,440   $     794,854
                                                         ===============  ==============
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                AMERICAN FIRE RETARDANT CORPORATION
                                     Statements of Operations
                                            (Unaudited)


                                                   For the                       For the
                                              Nine Months Ended             Three Months Ended
                                                 September 30,                 September 30,
                                          -------------  ------------  -------------  ------------
                                              2003           2002          2003           2002
                                          -------------  ------------  -------------  ------------
<S>                                       <C>            <C>           <C>            <C>


NET SALES                                 $    919,168   $   733,924   $    232,340   $   133,798

COST OF SALES                                  522,611       322,510        212,202        68,776
                                          -------------  ------------  -------------  ------------

GROSS MARGIN                                   396,557       411,414         20,138        65,022
                                          -------------  ------------  -------------  ------------

EXPENSES

  Selling, general and administrative        9,338,250     3,407,715      4,941,254     1,648,740
  Payroll expense                              416,193       122,230         82,938        44,020
  Travel and entertainment                      95,994        55,428         54,248         4,125
  Depreciation and amortization expense         40,858        49,324         12,227        16,690
  Bad debt expense                                   -       126,000              -       125,415
                                          -------------  ------------  -------------  ------------

    Total Expenses                           9,891,295     3,760,697      5,090,667     1,838,990
                                          -------------  ------------  -------------  ------------

LOSS FROM OPERATIONS                        (9,494,738)   (3,349,283)    (5,070,529    (1,773,968)
                                          -------------  ------------  -------------  ------------

OTHER INCOME (EXPENSES)

  Loss on disposal of assets                         -       (30,101)             -             -
  Rental Income                                      -         6,000              -             -
  Miscellaneous Income (Expense)                15,505           437           (620)           15
  Interest expense                            (273,883)     (201,661)       (72,328)      (67,770)
                                          -------------  ------------  -------------  ------------

    Total Other Income (Expenses)             (258,378)     (225,325)       (72,948)      (67,755)
                                          -------------  ------------  -------------  ------------

LOSS BEFORE INCOME TAXES                    (9,753,116)   (3,574,608)    (5,143,477)   (1,841,723)

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

NET LOSS                                  $ (9,753,116)  $(3,574,608)  $ (5,143,477)  $(1,841,723)
                                          =============  ============  =============  ============

BASIC LOSS PER SHARE                      $      (0.05)  $   (116.03)  $      (0.01)  $    (36.47)
                                          =============  ============  =============  ============

BASIC WEIGHTED AVERAGE SHARES              188,246,817        30,808    557,929,583        50,506
                                          =============  ============  =============  ============
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN FIRE RETARDANT CORPORATION
                          Statements of Stockholders' Equity (Deficit)


                                                Common Stock          Additional
                                         --------------  ----------    Paid-in      Accumulated
                                             Shares        Amount      Capital       (Deficit)
                                         --------------  ----------  ------------  -------------
<S>                                      <C>             <C>         <C>           <C>
Balance, December 31, 2002                     438,158   $      438  $ 8,254,437   $(12,609,317)

Common stock issued for services
 (unaudited)                             1,196,713,133    1,196,714    6,408,950              -

Cancelled shares (unaudited)                        (5)           -       (5,000)             -

Options exercised (unaudited)              455,750,000      455,750      865,817              -

Net loss for the nine months
 ended September 30, 2003 (unaudited)                -            -            -     (9,753,116)
                                         --------------  ----------  ------------  -------------

Balance, September 30, 2003 (unaudited)  1,652,901,286   $1,652,902  $15,524,204   $(22,362,433)
                                         ==============  ==========  ============  =============
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)

                                                     For the Nine Months Ended
                                                           September 30,
                                                     --------------------------
                                                         2003          2002
                                                     ------------  ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                           $(9,753,116)  $(3,574,608)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Common stock issued for services                   7,450,859     1,111,960
    Convertible preferred stock issued for services      200,000             -
    Amortization of deferred compensation                      -     1,497,467
    Depreciation and amortization                         40,858        49,324
    Loss on disposal of assets                                 -        30,101
  Change in Assets and Liabilities:
    (Increase) decrease in accounts receivable           (73,453)      289,584
    (Increase) in deposits                                  (285)            -
    (Increase) decrease in inventory                     (20,098)       52,173
    (Increase) in restricted cash                              -       (12,886)
    Increase (decrease) in accounts payable             (132,522)       31,662
    Increase in accrued expenses                         574,837       251,539
                                                     ------------  ------------

      Net Cash Used by Operating Activities           (1,712,920)     (273,684)
                                                     ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                      (2,801)            -
                                                     ------------  ------------

      Net Cash Used by  Investing Activities              (2,801)            -
                                                     ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (decrease) in cash overdraft                        -       (20,826)
  Proceeds from notes payable - related                   86,955             -
  Payments on notes payable - related                          -       (10,053)
  Cancellation of common stock                            (5,000)            -
  Proceeds from sale of common stock                     138,893       226,500
  Proceeds from common stock options                   1,321,567             -
  Proceeds from notes payable                            352,780        36,832
  Proceeds from lines of credit                                -        56,026
  Payments on notes payable                              (76,667)       (2,100)
  Payments on capital lease                               (9,000)            -
                                                     ------------  ------------

      Net Cash Provided by Financing Activities        1,809,528       286,379
                                                     ------------  ------------

NET INCREASE  IN CASH                                     93,807        12,695

CASH AT BEGINNING OF PERIOD                                2,938             -
                                                     ------------  ------------

CASH AT END OF PERIOD                                $    96,745   $    12,695
                                                     ============  ============
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                      Statements of Cash Flows (Continued)
                                   (Unaudited)


                                                      For the Nine Months Ended
                                                            September 30,
                                                       ----------------------
                                                          2003        2002
                                                       ----------  ----------
<S>                                                    <C>         <C>
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

  Interest                                             $  273,883  $  201,661
  Income taxes                                         $        -  $        -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for services                     $7,450,859  $1,111,960
  Convertible preferred stock issued for services      $  200,000  $        -
  Convertible preferred stock issued for satisfaction
   of accrued expenses                                 $  654,000  $2,075,600
</TABLE>


                                        9
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 1 -  BASIS OF PRESENTATION

          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
          September  30,  2003  and 2002 and for all periods presented have been
          made.

          Certain  information  and  footnote  disclosures  normally included in
          financial statements prepared in accordance with accounting principles
          generally accepted in the United States of America have been condensed
          or omitted. It is suggested that these financial statements be read in
          conjunction  with  the financial statements and notes thereto included
          in  the  Company's December 31, 2002 audited financial statements. The
          results  of  operations  for  the periods ended September 30, 2003 and
          2002  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 $22,362,433, as well as current liabilities in
          excess  of current assets of $4,752,974, which raise substantial doubt
          about  its  ability  to  continue  as  a  going  concern.

          Management  is  presently  pursuing  additional  financing  through
          borrowing  and  issuing  shares  to pay for expenses. In addition, the
          Company  plans  to  increase sales volume with the introduction of its
          new retail product. Nationwide advertising will begin during 2003. The
          ability  of  the  Company to achieve its operating goals and to obtain
          such  additional  finances,  however,  is  uncertain.  The  financial
          statements  do  not  include  any  adjustments  relating  to  the
          recoverability  and  classification  of  asset carrying amounts or the
          amount  and  classification  of liabilities that might result from the
          outcome  of  these  uncertainties.

NOTE 3 -  SUBSEQUENT EVENTS

          Subsequent  to  September  30,  2003,  the  Company issued 252,500,000
          shares  of  common stock for services, 400,000,000 shares to employees
          as  a  result  of the exercise of stock options issued pursuant to the
          Company's  employee  incentive  plan  and  52,000,000  shares  for
          extinguishment  of  debt.

                                       10
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 4 -  COMMITMENTS AND CONTINGENCIES

          Management  has  identified  that  the  issuance of some shares of the
          Company's  common  stock  to  certain  employees  and  non-employee
          consultants  for services rendered during the years ended December 31,
          2002  and 2001 were issued in violation of Section 5 of the Securities
          Act  of 1933, as amended. The Company was in violation at December 31,
          2002  and  issued  stock subsequent to December 31, 2002 in violation.
          The Company may be subject to various actions and remedies as a result
          of  these  violations  which,  if  made,  could  result  in additional
          liability that could have a materially adverse effect on the Company's
          financial  statements. The likelihood of such actions and remedies and
          the  amount  of  any  potential  liability,  if  any,  is  not readily
          determinable.  Accordingly,  no related liability has been included in
          the  accompanying  financial  statements.  During the first and second
          quarters  of  2002  the  Company  filed  the  necessary  registration
          statement,  and  is  currently  in  compliance.

NOTE 5 -  CONCENTRATIONS OF RISK

          Major Customers
          ----------------

          Net  sales  for  the  nine  months  ended  September 30, 2003 and 2002
          include  sales  to  the  following  major customers, together with the
          receivables  due  from  those  customers:


<TABLE>
<CAPTION>
                           September 30,
                      ------------------------
                        2003         2002
                      --------  --------------
<S>                   <C>       <C>
          Customer A  $309,156  $            -
          Customer B   145,356               -
                      --------  --------------

                      $454,512  $            -
                      ========  ==============


                                    Trade
                                  Receivable
                                   Balance
                                 September 30,
                                     2003
                                --------------

          Customer A            $      106,920
          Customer B                    70,316
                                --------------

                                $      177,236
                                ==============
</TABLE>


          Because of the nature of the Company's business, the major customers
          may vary.


                                       11
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                    September 30, 2003 and December 31, 2002


NOTE 6 -  REVERSE SPLIT

          On  June  27, 2003, the Company approved a one for two hundred reverse
          stock  split.  The  reverse  split  became effective the same day. All
          references  to common stock and per share data have been retroactively
          restated  to  show  the  effect  of  the  reverse  stock  split.

NOTE 7 -  EMPLOYEE STOCK INCENTIVE PLAN

          During  the second quarter 2003 the Company approved an employee stock
          incentive  plan. The plan allows officers and employees of the Company
          to  receive  options  to  purchase  common stock of the company and to
          receive  grants  of  common stock subject to certain restrictions. The
          purpose  of  the  plan is to provide employees who make significant or
          extraordinary contributions to the long term growth and performance of
          the  Company  with  equity  based  compensations  incentives.

          During  the  period  ended  September  30,  2003  the  company  issued
          455,750,000  options  to  employees  under this plan. All options were
          exercised  during  the  period.

NOTE 8 -  RELATED COMPANIES

          The  Company has entered into an arrangement with a related entity for
          the  development,  manufacturing and distribution of a new product. As
          of September 30, 2003, there had been no sales of this product and the
          Company  had  loaned  $1,100  for  development,  manufacturing  and
          distribution  activities  associated  with this product. The principal
          shareholder  and  officer of the related entity is also an officer and
          shareholder  of  the  Company.

          The Company has entered into an additional arrangement with a separate
          related entity located in Mexico that allows the Mexican entity rights
          to  all  proprietary  properties,  technologies  and  products  of the
          Company  including  sale and distribution of the Company's products in


                                       12
<PAGE>
                      AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                    September 30, 2003 and December 31, 2002

          Mexico.  As  of  September  30,  2003,  there  had  been  no  sale  or
          distribution  of  the  Company's  products  in Mexico pursuant to this
          arrangement.  Through  September  30,  2003,  the  Company  had loaned
          $20,237  to this entity. The principal shareholder and officer of this
          related  Mexican  entity  is  also  an  officer and shareholder of the
          Company.

NOTE 9 -  SETTLEMENT ON DISPUTED JOB

          The  Company has agreed to pay a general contractor $210,000 to settle
          a  dispute  over work done for the general contractor. On September 6,
          2003, the Company and the general contractor came to an agreement that
          the  Company  will  pay  the general contractor $210,000 to settle all
          matters  concerning  the non-completion of work. This settlement is to
          be  paid in eleven payments and delinquent payments will be subject to
          a 10% interest rate. The Company has subsequently paid $76,667 on this
          settlement  with eight payments remaining. The Company is current with
          all  payments  on  this  obligation.


                                       13
<PAGE>
                      AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                    September 30, 2003 and December 31, 2002

NOTE 10 - ERROR IN ACCOUNTING ESTIMATE

          Due  to  an  error  in  accounting  estimate  on  one of the Company's
          construction  contracts,  the Company's second quarter 2003 Statements
          of  Operations  were  affected  as  follows:

<TABLE>
<CAPTION>
     Six months ended June 30, 2003     As Reported    Adjustments     Restated
                                       -------------  -------------  ------------
<S>                                    <C>            <C>            <C>
          Net sales                    $    792,666   $   (105,838)  $   686,828

          Gross Margin                      482,257       (105,838)      376,419

          Loss from operation            (4,318,371)      (105,838)   (4,424,209)

          Net loss                       (4,503,801)      (105,838)   (4,609,639)

          Basic loss per share         $      (1.34)  $      (0.03)  $     (1.37)


     Three months ended June 30, 2003  As Reported    Adjustments    Restated
                                       -------------  -------------  ------------

          Net sales                    $    240,207   $   (105,838)  $   134,369

          Gross margin                      124,539       (105,838)       18,701

          Loss from operations           (3,195,121)      (105,838)   (3,300,959)

          Net loss                       (3,287,706)      (105,838)   (3,393,544)

          Basic loss per share         $      (0.52)  $      (0.02)  $     (0.54)
</TABLE>


     The effect of this error in estimate has been reversed in the third quarter
of  2003.  The  change  will  have  no  effect  on  future  periods.

                                       14
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

Forward-Looking  Information

     This  quarterly  report  on Form 10-QSB of American Fire Retardant Corp., a
Nevada  corporation  (the "Company"), for the three months and nine months ended
September  30,  2003,  contains  certain  forward-looking  statements within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby.  To the extent that such statements
are  not  recitations  of  historical  fact,  such  statements  constitute
forward-looking statements that, by definition, involve risks and uncertainties.
In  any forward-looking statement, where the Company expresses an expectation or
belief  as  to future results or events, such expectation or belief is expressed
in  good  faith  and  believed  to  have a reasonable basis, but there can be no
assurance  that  the  statement  of  expectation  or  belief will be achieved or
accomplished.

     The  following  are  factors  that  could cause actual results or events to
differ  materially  from those anticipated, and include, but are not limited to:
general  economic,  financial  and business conditions; the Company's ability to
minimize  expenses;  changes  in  and  compliance  with  governmental  laws  and
regulations,  including various state and federal environmental regulations; the
Company's  current  dependency  on  Stephen F. Owens, its director and executive
officer,  to  continue  funding  the  Company's operations and, to the extent he
should  ever  become  unwilling  to  do  so,  the  Company's  ability  to obtain
additional  necessary financing from outside investors and/or bank and mezzanine
lenders; and the ability of the Company to generate sufficient revenues to cover
operating  losses  and  position  it  to  achieve  positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. The Company
believes  the information contained in this Form 10-QSB to be accurate as of the
date  hereof. Changes may occur after that date, and the Company will not update
that  information  except  as required by law in the normal course of its public
disclosure  practices.

     Additionally,  the  following  discussion regarding the Company's financial
condition  and  results  of  operations  should  be read in conjunction with the
financial  statements  and  related  notes contained in Item 1 of Part 1 of this
Form  10-QSB,  as  well  as the financial statements in Item 7 of Part II of the
Company's  Form  10-KSB  for  the  fiscal  year  ended  December  31,  2002.

CHANGES  IN  FINANCIAL  CONDITION

     The balance of current assets at December 31, 2002 was $281,347 compared to
a  balance of $468,705 at September 30, 2003. The balance of current liabilities
was $4,899,296 and $5,041,679, respectively, for the same periods. The resulting
current  ratio at December 31, 2002 was .06 to 1. The current ratio at September
30, 2003 was .09 to 1. The current ratio indicates that the Company's ability to
pay  its obligations has improved over the course of the first three quarters of
2003.

     The increase of current assets at September 30, 2003 over December 31, 2002
is  principally  the  result  of  a  net  increase in accounts receivable due to
working  the  large  construction  job at the Miami International Airport and an
increase  in  other  sales.

     The  balance  of accounts receivable at September 30, 2003 was $289,501, an
increase  of  $52,116  from  the period ended December 31, 2002. The receivables
increased  mainly  due to the increase in sales from the construction job at the
Miami  International  Airport.

     The  increase  in  current  liabilities  of  $142,383  is mainly due to the
Company  reaching  a  settlement of a dispute with a general contractor for whom
the  Company  had  performed  worked. The Company used cash of $1,712,920 in its
operations  as  it  continues  to  focus  itself  as a market leader in the fire
retardant  industry.


                                       15
<PAGE>
     $517,969 of the Company's accrued expenses were past due payroll taxes owed
to  the  Internal  Revenue  Service ("IRS") and several states where the Company
does  business. The Company previously submitted Offers in Compromise to the IRS
which  were  voided in the second quarter of 2001. The Company has negotiated an
installment  plan  with the IRS and is current with that installment plan and on
its  payroll  tax  obligations  for  the  year  2003.

     At  September  30,  2003  the  Company  needed  approximately $2,000,000 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 the
sale  of  its  new  consumer  product  in  2003 and through continued efforts at
obtaining  outside  financing.

RESULTS  OF  OPERATIONS

     For  the three months ended September 30, 2003 compared to the three months
ended  September  30,  2002.

     The  Company's  net  sales  increased by $98,542 through September 30, 2003
compared  to the same period in 2002. This is an increase of 73.6% and is mainly
a  result  of  returning to the job in Miami. The gross margin for the period in
2003 was 8.7% of sales compared to 48.6% for the same period in 2002. 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
$3,292,514  or  199.7%  for  the  period  ended September 30, 2003 over the same
period  in  2002,  mainly  due  to  expenses incurred for consulting services in
regard to the Company's common stock. Payroll expenses have increased by $38,918
for  the  three  months  ended September 30, 2003 or 88.4%, as compared with the
same  period  in  2002.

     Management  is  seeking  to increase the Company's marketing efforts in the
coming  year. In particular, the Company is increasing its' marketing efforts in
introducing TreeSafe to the consumer. TreeSafe is a fire-retardant for Christmas
trees  that  prevents them from combusting. However, the Company is also subject
to the current economic decline and risks associated with the decline in the use
of  construction  materials and fire retardant chemical products associated with
the  construction.

     For  the  nine  months ended September 30, 2003 compared to the nine months
ended  September  30,  2002.

     The  Company's  net  sales increased by $185,244 through September 30, 2003
compared to the same period in 2002. This is an increase of 25.24% and is due to
the  Company  working  one  large  job  and  increasing  sales of its other fire
retardant  products. The gross margin for the period in 2003 was 43.14% of sales
compared  to  57.7%  for  the  same period in 2002. 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
$5,930,535  or 174% for the period ended September 30, 2003 over the same period
in  2002,  mainly  due to expenses incurred for consulting services in regard to
the  Company's common stock. Payroll expenses have increased by $293,963 for the
year  to  date  period or 240.5%, as compared with the same period in 2002. This
increase  is  mainly  due  to  issuing preferred stock to Stephen F. Owens for a
bonus  paid  to  Mr. Owens for services performed in the first two quarters. The
Company  feels  this  bonus is deserved as Mr. Owens has not received any salary
for  almost  two  years  and  has  provided significant funds for the Company to
continue  its  development  and  operations.


                                       16
<PAGE>
     Management  has  increased  the  Company's  marketing  efforts in the third
quarter  and  will  be  doing so in the fourth quarter, especially in regards to
TreeSafe  and  anticipates  a  successful  holiday  season  in that same regard.
However,  the  Company  is  subject  to  the  current economic decline and risks
associated  with  the  decline  in  the  use  of construction materials and fire
retardant  chemical  products  associated  with  the  construction.

EXTERNAL  AND  INTERNAL  SOURCES  OF  LIQUIDITY

     As  discussed  by  the  Company's  accountants  in  the  audited  financial
statements  included in Item 7 of the Company's Annual Report on Form 10-KSB for
the  year  ended  December  31,  2002,  the  Company's  revenue  is  currently
insufficient to cover its costs and expenses. In addition to the income received
from  the  Company's  operations,  certain  significant  stockholders, including
Stephen  F.  Owens,  a  director,  chief  financial  officer  and  controlling
stockholder of the Company, continues to provide the Company the funds needed to
continue  its  development  and  operations. To the extent the Company's revenue
shortfall  exceeds  this  stockholder's  willingness  and  ability  to  continue
providing  the  Company  the  funds  needed,  management anticipates raising any
necessary capital from outside investors coupled with bank or mezzanine lenders.
As of the date of this report, the Company has not entered into any negotiations
with  any  third  parties  to  provide  such  capital

     Management  anticipates  that  the  Company's current financing strategy of
private  debt  and  equity  offering,  along with increased sales, will meet its
anticipated  objectives  and  business  operations  for  the  next  12  months.
Management continues to evaluate current business operations as well as a number
of  new  prospects.  Subject  to its ability to obtain adequate financing at the
applicable time, the Company may enter into definitive agreements on one or more
of  those  projects.

OFF-BALANCE  SHEET  ARRANGEMENTS

     The  Company  does  not  have  any  off-balance  sheet  arrangements.

ITEM  3.  CONTROLS  AND  PROCEDURES.

     As  of  September  30,  2003, our management, including our Chief Executive
Officer  and  Chief Financial Officer, evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, pursuant to Rule 13a-14
and 15d-14 of the Securities Exchange Act of 1934. Based on that evaluation, the
Chief  Executive  Officer  and  Chief  Financial  Officer  concluded  that  the
disclosure  controls  and procedures are effective in ensuring that all material
information  required  to  be  disclosed  in  the  reports the Company files and
submits  under  the Exchange Act is recorded, processed, summarized and reported
as  and  when  required.

     In  connection  with  the  evaluation  by  management,  including our Chief
Executive  Officer  and  Chief  Financial  Officer, of our internal control over
financial  reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during
the  quarter  ended  September  30,  2003  were  identified that have materially
affected,  or  are  reasonably likely to materially affect, our internal control
over  financial  reporting.


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     As  of  the  date of this report, the Company had a court judgment from San
Diego  Superior  Court,  dated  December 16, 2002 with the plaintiff being Ahern
Rentals,  Inc.,  a  corporation,  for  unpaid  liabilities  in  the  amount  of
$11,082.80.  The  Company  is  currently in an installment payment plan with the
plaintiff  and  is  current on that plan with a balance owing of $3,533.21.  The
Company  also  had  a  judgment  against it in Los Angeles Superior Court, dated
October  3,  2002,  with the plaintiff being United Rentals, Inc. fdba Hi-Reach,
for  unpaid  liabilities  in the amount of $8,766.88 from a job that the Company
was  not  paid for.  The Company has paid off that debt.  The Company also had a
judgment  against  it  in El Cajon Superior Court dated September 11, 2002, with
the  plaintiff  being  USF Bestway, Inc. for unpaid liabilities in the amount of
$14,663.86.  The  Company  has  paid off that debt.  All liabilities involved in
these  proceedings  were  recorded  as  liabilities  on  the Company's financial
statements.


                                       17
<PAGE>
ITEM  2.  CHANGES  IN  SECURITIES.

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

     None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     None.

ITEM  5.  OTHER  INFORMATION.

     None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)     Exhibits.



<TABLE>
<CAPTION>


EXHIBIT NO.                                 IDENTIFICATION OF EXHIBIT
-----------  ---------------------------------------------------------------------------------------
<S>          <C>
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.


                                       18
<PAGE>
EXHIBIT NO.                                 IDENTIFICATION OF EXHIBIT
-----------  ---------------------------------------------------------------------------------------

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.
3.8*         Certificate of Amendment to Articles of Incorporation of American Fire Retardant
             Corp., dated January 16, 2002.
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.
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: $172,725.72Promissory 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.


                                       19
<PAGE>
EXHIBIT NO.                                 IDENTIFICATION OF EXHIBIT
-----------  ---------------------------------------------------------------------------------------

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
10.8 (b)*    Whitney Bank - Collateral Mortgage, Security Agreement and Assignment of Leases and Rents
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*       Consulting Agreement dated October 1, 2001 entered into between American Fire Retardant
             Corp. and Gregory Bartko, Esq.
23.1**       Consent from HJ Associates & Consultants, LLP
31.1**       Certification of Raoul L. Carroll, Chief Executive Officer of American Fire Retardant
             Corp., pursuant to 18 U.S.C. Sec. as adopted pursuant to Section 302 of the Sarbanes-
             Oxley Act of 2002.
31.2**       Certification of Stephen F. Owens, Chief Financial Officer of American Fire
             Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002.
32.1**       Certification of Raoul L. Carroll, Chief Executive Officer of American Fire Retardant
             Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-
             Oxley Act of 2002.
32.2**       Certification of Stephen F. Owens, Chief Financial Officer of American Fire
             Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the
             Sarbanes-Oxley Act of 2002.
__________
<FN>
*   Incorporated  herein  as  indicated.
**  Filed  herewith.
</TABLE>

(b)     Reports  on  Form  8-K.

        None.


                                       20
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     AMERICAN FIRE RETARDANT CORP.

Dated: November 18, 2003.

                                     By /s/ Stephen F. Owens
                                        -------------------------
                                        Stephen F. Owens
                                        President and Chief Financial Officer







                            INTENTIONALLY LEFT BLANK








                                       21
<PAGE>