SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-2

     (Mark One)

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

     For Quarter Ended: June 30, 1999; 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 June 30, 1999 there were  2,343,788  shares of the  registrant's  Common
Stock, $0.01 par value, issued and outstanding.

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

     This Form 10-QSB has 25 pages, the Exhibit Index is located at page 21.

                                       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, 1999 and the results of its operations and changes in its
financial  position  from  inception  through June 30, 1999 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.

                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 1999 and December 31, 1998

                          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.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                 June 30,       December 31,
                                                                   1999             1998
                                                                ------------    ------------
<S>                                                             <C>             <C>
                                                                (Unaudited)
CURRENT ASSETS

   Cash                                                         $    -          $    -
   Inventory                                                        123,251         140,495
   Accounts receivable, net                                         401,261         472,302
                                                                ------------    ------------

     Total Current Assets                                           524,512         612,797
                                                                ------------    ------------

PROPERTY AND EQUIPMENT                                              189,306         196,603
                                                                ------------    ------------

OTHER ASSETS

   Restricted cash                                                   42,359          71,519
   Intangible assets, net                                            53,200          72,500
   Deposits and other assets                                         16,372          16,372
                                                                ------------    ------------

     Total Other Assets                                             111,931         160,391
                                                                ------------    ------------

     TOTAL ASSETS                                               $   825,749     $   969,791
                                                                ============    ============
</TABLE>


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

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                  June 30,      December 31,
                                                                    1999            1998
                                                                ------------    ------------
                                                                (Unaudited)
CURRENT LIABILITIES
<S>                                                             <C>             <C>

   Cash overdraft                                               $    23,110     $     9,462
   Accounts payable                                                  88,769          65,887
   Accrued expenses                                                 258,324         229,321
   Unearned revenue                                                  42,690          42,690
   Shareholder loans                                                201,663         215,700
   Notes payable, current portion                                   254,026         225,697
   Line of credit                                                   378,637         418,869
                                                                ------------    ------------

     Total Current Liabilities                                    1,247,219       1,207,626
                                                                ------------    ------------

LONG-TERM LIABILITIES

   Notes payable                                                     82,976          94,668
                                                                ------------    ------------

     Total Liabilities                                            1,330,195       1,302,294
                                                                ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, 0.001 par value;  25,000,000
    shares authorized, 2,343,788 and 2,278,661
    shares issued and outstanding, respectively                       2,344           2,279
   Additional paid-in capital                                       917,614         872,090
   Accumulated deficit                                           (1,424,404)     (1,206,872)
                                                                ------------    ------------

     Total Stockholders' Equity (Deficit)                          (504,446)       (332,503)
                                                                ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                          $   825,749     $   969,791
                                                                ============    ============
</TABLE>


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

                                       4
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               For the                       For the
                                                           Six Months Ended             Three Months Ended
                                                               June 30,                      June 30,
                                                     ---------------------------   ---------------------------
                                                        1999            1998           1999           1998
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
NET SALES                                            $ 1,021,544    $   849,514    $   469,301    $   444,071

COST OF SALES                                            339,084        276,604        167,457        162,124
                                                     ------------   ------------   ------------   ------------

GROSS MARGIN                                             682,460        572,910        301,844        281,947
                                                     ------------   ------------   ------------   ------------

EXPENSES

   Selling, general and administrative                   725,936        824,191        354,826        420,457
   Depreciation and amortization expense                  18,746          4,861          7,286          3,480
   Bad debt expense                                       10,859         12,458          5,396          3,881
                                                     ------------   ------------   ------------   ------------

     Total Expenses                                      755,541        841,510        367,508        427,818
                                                     ------------   ------------   ------------   ------------

INCOME (LOSS) FROM OPERATIONS                            (73,081)      (268,600)       (65,664)      (145,871)
                                                     ------------   ------------   ------------   ------------

OTHER EXPENSES

   Interest expense                                     (144,451)       (82,106)       (83,135)       (46,852)
                                                     ------------   ------------   ------------   ------------

     Total Other Expenses                               (144,451)       (82,106)       (83,135)       (46,852)
                                                     ------------   ------------   ------------   ------------

LOSS BEFORE INCOME TAXES                                (217,532)      (350,706)      (148,799)      (192,723)

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

NET LOSS                                             $  (217,532)   $  (350,706)   $  (148,799)   $  (192,723)
                                                     ============   ============   ============   ============

BASIC LOSS PER SHARE                                 $     (0.19)   $     (0.33)   $     (0.26)   $     (0.37)
                                                     ============   ============   ============   ============

BASIC WEIGHTED AVERAGE SHARES                          1,155,613      1,051,030        577,806        525,515
                                                     ============   ============   ============   ============
</TABLE>

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

                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
            Consolidated 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, 1997                             2,017,953    $     2,018    $   730,369    $   (30,000)   $  (695,768)

Common stock issued for cash                               4,785              5         18,495         -              -

Receipt of stock subscription                             -              -              -              30,000         -

Common stock issued for
 services and interest                                   255,543            256         52,726         -              -

Contributed capital for
 services rendered                                        -              -              70,500         -              -

Net loss for the year ended
 December 31, 1998                                        -              -              -              -            (511,104)
                                                     ------------   ------------   ------------   ------------   ------------

Balance, December 31, 1998                             2,278,661          2,279        872,090         -          (1,206,872)

Common stock issued for
 debt conversion (unaudited)                              49,159             49         34,362         -              -

Common stock issued for
 interest (unaudited)                                     15,968             16         11,162         -              -

Net loss for the six months
 ended June 30, 1999
 (unaudited)                                              -              -              -              -            (217,532)
                                                     ------------   ------------   ------------   ------------   ------------

Balance, June 30, 1999
 (unaudited)                                           2,343,788    $     2,344    $   917,614    $    -         $(1,424,404)
                                                     ============   ============   ============   ============   ============
</TABLE>

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

                                       6
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               For the                       For the
                                                           Six Months Ended             Three Months Ended
                                                               June 30,                      June 30,
                                                     ---------------------------   ---------------------------
                                                        1999           1998            1999           1998
                                                     ------------   ------------   ------------   ------------

CASH FLOWS FROM OPERATING
 ACTIVITIES
<S>                                                  <C>            <C>            <C>            <C>

  Net loss                                           $  (217,532)   $  (350,706)   $  (148,799)   $  (192,723)
  Adjustments to reconcile net loss to net cash
   provided  (used) by operating activities:
    Common stock issued for interest expense              11,178         30,961         11,178         30,961
    Depreciation and amortization                         36,016          6,496         18,008          3,248
    Bad debt expense                                      10,859         12,548          5,396          3,971
   Change in Assets and Liabilities:
    (Increase) decrease in accounts receivable            60,181          2,370         48,349         63,311
    (Increase) decrease in deposits                       -              (6,683)        -               -
    (Increase) decrease in inventory                      17,244        (14,500)           998           (539)
    (Increase) decrease in prepaid expenses
      and intangibles                                     -               5,225         -               5,225
   (Increase) decrease in restricted cash                 29,160        (23,029)       (19,018)        11,928
   Increase (decrease) in cash over draft                 13,648          -             23,110          -
    Increase (decrease) in accounts payable               22,882            303         28,080        (13,278)
    Increase (decrease) in accrued expenses               29,005         76,090        (10,123)        25,544
    Increase (decrease) in unearned revenue               -               -            (27,205)        (4,400)
                                                     ------------   ------------   ------------   ------------

       Net Cash Provided (Used) by
      Operating Activities                                12,641       (260,925)       (70,026)       (66,752)
                                                     ------------   ------------   ------------   ------------

CASH FLOWS FROM INVESTING
 ACTIVITIES

  Purchase of fixed assets                                (9,420)       (12,290)        (2,360)         -
                                                     ------------   ------------   ------------   ------------

       Net Cash (Used) by Investing Activities            (9,420)       (12,290)        (2,360)         -
                                                     ------------   ------------   ------------   ------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

  Proceeds from notes payable - related                   -              45,500         -              45,500
  Payments on notes payable - related                    (12,472)       (33,000)       (12,472)       (33,000)
  Proceeds from sale of common stock                      -              48,500         -               7,000
  Proceeds from notes payable                            105,000         75,500        105,000         50,100
  Proceeds from lines of credit                           -             233,592          3,170         50,228
  Paydown on line of credit                              (40,232)        -              -               -
  Payment on notes payable                               (55,517)       (96,877)       (28,703)       (53,076)
                                                     ------------   ------------   ------------   ------------

       Net Cash Provided (Used) by
      Financing Activities                           $    (3,221)   $   273,215    $    66,995    $    66,752
                                                     ------------   ------------   ------------   ------------
</TABLE>

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

                                       7
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For the                        For the
                                                          Six Months Ended              Three Months Ended
                                                              June 30,                       June 30,
                                                     ---------------------------   ---------------------------
                                                         1999          1998            1999           1998
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>

NET INCREASE (DECREASE) IN CASH                      $    -         $    -         $    (5,391)   $    -

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                     -              -               5,391         -
                                                     ------------   ------------   ------------   ------------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                      $    -         $    -         $    -         $    -
                                                     ============   ============   ============   ============

SUPPLEMENTAL CASH FLOW
 INFORMATION

CASH PAID FOR

  Interest                                           $   115,693    $    51,145    $    59,256    $    15,891
  Income taxes                                       $    -         $    -         $    -         $    -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for debt                       $    34,411    $    -         $    -         $    -
  Common stock issued for interest                   $    11,178    $    30,961    $    -         $    30,961

</TABLE>

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

                                       8
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  consolidated financial statements have been prepared
          by the  Company  without  audit.  In the  opinion of  management,  all
          adjustments   (which  include  only  normal   recurring   adjustments)
          necessary  to  present  fairly  the  financial  position,  results  of
          operations  and  cash  flows  at June  30,  1999  and 1998 and for all
          periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          consolidated   financial   statements   prepared  in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed  consolidated  financial
          statements be read in  conjunction  with the financial  statements and
          notes  thereto  included in the  Company's  December  31, 1998 audited
          consolidated  financial statements.  The results of operations for the
          periods ended June 30, 1999 and 1998 are not necessarily indicative of
          the operating results for the full years.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

          Leases
          ------

          The  Company  leases  office  space under a  non-cancelable  operating
          lease.  The lease calls for monthly payments of $4,155 and expires May
          31, 2002. The Company has leased an apartment in Louisiana which calls
          for monthly  payments of $925 per month and expires on April 30, 1999.
          Future minimum lease payments are as follows:

                                                          Amount
                                                     ---------------
                    1999                             $        38,320
                    2000                                      49,860
                    2001                                      49,860
                    2002                                      24,930
                                                     ---------------

                      Total                          $       162,970
                                                     ===============

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

          The Company has an employment contract with a key employee.  Under the
          terms of this  contract,  the  Company  is  committed  to paying  this
          individual $3,500 in salary per month through November 1, 2003.

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

          The Company has committed to paying an individual  $0.75 per gallon in
          royalties  on the sale of Fyberix  2000V.  The  royalties  are payable
          monthly.  Royalty  expense for the six months  ended June 30, 1999 and
          1998 was $-0-, as there have been no sales of Fyberix 2000V.

                                       9
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998


NOTE 3 - FINANCING AGREEMENT

          Private Capital - Accounts Receivable Financing
          -----------------------------------------------

          On April 17,  1999,  the Company  entered into a Purchase and Security
          Agreement with Private Capital, Inc., located in Lafayette, Louisiana.
          Under the terms of this  agreement,  the  Company  would sell  certain
          qualified  accounts  receivable to Private  Capital,  Inc., at a price
          equal to the net amount of the acceptable account  receivable,  less a
          discount  equal to 8.0% of the net  amount of the  acceptable  account
          receivable.  At the time of purchase  of such  account  receivable  by
          Private  Capital,  Private  Capital  shall pay to the  Company the net
          amount of the account  receivable  less the discount.  private Capital
          agrees to rebate  to the  Company a sum equal to 2.0% on each  account
          receivable that is paid within 30 days. Any account that pays after 30
          days will be charged the full discount,  plus any account purchased by
          Private  Capital  from the  Company  unpaid  for a period in excess of
          ninety (90) days from the date of said  purchase  by Private  Capital,
          the Company agrees to pay to Private Capital  additional sums equal to
          and  calculated  based  on 2.0%  for any  part of a 30 day  increment,
          exceeding  60  days  that  Private  Capital   purchases  said  account
          receivable.

          To secure the  payment  by the  Company  to  Private  Capital  for any
          indebtedness  which  may  result  from a charge  back as a result of a
          delinquent or non-paying  account,  the Company has granted to Private
          Capital a security  interest in all of the Company's  inventory now or
          hereafter  acquired by the Company located at the Company's offices in
          Broussard,  Louisiana,  and all accounts receivable,  deposit accounts
          with Private  Capital,  equipment and general  intangibles and chattel
          papers of the Company and all proceeds thereof.

          As  additional  security  for the  payment  by the  Company to Private
          Capital for any  indebtedness  which may result from a chargeback as a
          result  of a  delinquent  or non-  paying  account,  the  then  acting
          officers of the Company all executed guarantees.

NOTE 4 - LEGAL PROCEEDINGS

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

          The Company was involved in litigation in the calendar year 1997.  The
          Company's former subsidiary, AFRC Florida was a party defendant in the
          matter Allen E. Alman and Phyllis S. Alman v. American Fire  Retardant
          Corporation of Florida and Stephen F. Owens, Dade County Florida, Case
          No.  97-7203 CA 09. The matter ws a dispute  over the terms of a Stock
          Purchase  Agreement  entered into in September 1993 with regard to the
          purchase by AFRC Florida of all the stock and assets of Apco Equipment
          Sale Corporation dba Thoro-Sheen Company.  This matter was resolved in
          July 1997  wherein AFRC Florida and Mr. Owens agreed to pay to Mr. and
          Mrs. Almans the total sum of $51,550, payable $5,775 on or before July
          15,  1997,  $5,775 on or before  August  30,  1997 and the  balance of
          $40,000 in installments  of $1,800 per month for 24 months  commencing
          on September 30, 1997, until paid in full.

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

                                       10
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998


NOTE 4 - LEGAL PROCEEDINGS (Continued)

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

          The Company is a party  defendant in the matter of Havelin v. American
          Fire Retardant  Corporation,  United States District  Court,  Southern
          District  of  Mississippi,  Case  No.  1-  99CV159GR.  The  Plaintiff,
          Jennifer L.  Havelin was suing the Company  alleging  that the Company
          discriminated  against the  Plaintiff  because of  Plaintiff's  sex, a
          female.  The Plaintiff  originally filed a claim with Equal Employment
          Opportunity   commission   ("EEOC")   in   May   15,   1998   alleging
          discrimination  and that Plaintiff had been laid off because she was a
          female.  On January 29, 1999, the EEOC dismissed  Plaintiffs  claim as
          being without  merit.  This action arose from the same facts set forth
          by  Plaintiff in her claim with the EEOC.  Further,  pursuant to Title
          VII,  the  Plaintiff  had 90 days  (i.e.  until May 1, 1999) to file a
          lawsuit in Federal  Court with regard to this  matter.  The  Plaintiff
          filed her action beyond the prescribed time period.

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

NOTE 5 - STOCK ISSUANCE

          On March 31, 1999,  the Company  issued  65,127 shares of common stock
          for the  conversion  of $34,411  of debt and  15,968  shares of common
          stock for interest expense of $11,178 to a related party.

                                       11
<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.

FINANCIAL CONDITION
-------------------

     Trends and Uncertainties.
     ------------------------

     Demand for the  Company's  products is  constantly  increasing.  The United
States Fire  Administration  (USFA),  The  Consumer  Product  Safety  Commission
(CPSC),  and the National Fire Protection  Association (NFPA) all agree that the
United  States has the worst per capita  record of fire  related  accidents  and
deaths in the world. As a result, the federal and state regulatory  agencies are
continually  adding new and stricter  fire codes and are becoming  more and more
vigilant in the enforcement of these codes. In addition, non-governmental bodies
such as Insurance Companies are constantly instituting regulations and standards
that are, in some  instances,  even stricter than those imposed  through federal
and state agencies. The Company, of course, benefits from increased governmental
and non-governmental fire regulations.

     However, due to the Company's limited resources, the sales and marketing of
the Company's  products has been limited to date.  The success of the Company is
dependent  upon its ability to market and sell the  products and services of the
Company with such limited  resources.  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  will be necessary.  There can be no assurance that the
Company will be able to locate and hire such specialized personnel on acceptable
terms.

     The industry in which the Company operates is highly  competitive,  rapidly
growing  and the  Company  will have to  compete  with a  multitude  of  similar
companies, possessing substantially greater financial, personnel,  technological
and marketing  resources.  As discussed  below,  there is no assurance  that the
Company  will be able to  compete  in  such an  environment  without  additional
financing.

     Capital and Sources of Liquidity.
     --------------------------------

     The Company expects to continue to incur  significant  capital  expenses in
pursuing its plans to increase  sales volume and to expand its product  line. In
order for the Company to continue its  operations  at its existing  levels,  the
Company will require  $675,000 of additional  funds over the next twelve months.
Only through the factoring of its receivables can the Company  generate funds to
maintain its daily operations. The construction industry in general does not use
factors.  Funding for construction  projects are generally done through lines of
credit with banks that advance moneys against  contract at reasonable  rates and
are  equipped  to deal  with  progress  billing  and  percentage  of  completion
contracts. The Company has not been able to establish such a relationship with a
bank,  and the  penalties  imposed by the  factors for timing  differences  have
eroded the Company's profit on construction  projects.  This erosion can be seen
in the substantial increase in interest expense.

     Also,  if additional  capital is not obtained,  there may be a reduction in
the Company's  ability to accept new projects which may, in turn, 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,  and  through
receivable  factoring.  Additional  financing  may  not be  available  on  terms
favorable to the Company,  or at all. If adequate funds are not available or are
not  available on acceptable  terms,  the Company may not be able to execute its
business plan or take  advantage of business  opportunities.  The ability of the
Company to obtain such  additional  financing and to achieve its operating goals
is uncertain.  In the event that the Company does not obtain additional  capital
or is not able to increase  cash flow through the increase of sales,  there is a
substantial doubt of its being able to continue as a going concern.

     The Company  sustained  net losses of $217,532 and  $350,706 for  six-month
periods  ending  June 30, 1999 and June 30 l998  respectively,  for a total loss
decrease  of  $132,174  or 38%.  As  discussed  in detail  below,  this loss was
attributable  mainly to (1)  increased  legal and  accounting  fees  incurred in
connection  with the Company's  Public Filing,  (2) increased  interest  expense

                                       12
<PAGE>
incurred  because  progress  billings  on  construction  projects  did not  meet
factoring  payment schedules and thus the Company was liable for large penalties
from the factor,  and (3) increased travel expenses  incurred in connection with
both the  on-site  running of  construction  jobs and the need of the  Company's
principals to raise outside capital for continued operations of the business.

     Selling,  general and  administrative  expenses,  and bad debt  expense has
increased in line with the increased  sales for the period ending June 30, 1999;
however,  included  in SG&A  for this  period  are  legal  and  accounting  fees
specifically  attributable to the preparation of the Company's Form 10-sb. These
fees amounted to $45,083 during this period.  Throughout the first six months of
1999,  management  has made a  concerted  effort to reduce  SG&A.  However,  the
decreases in SG&A accounts that are directly  related to the everyday running of
the business have been offset by the legal and accounting  fees  attributable to
the  public  offering.  Management  does not feel that  these  large  costs will
continue beyond fiscal 1999. Depreciation and amortization expense has risen due
to the purchase  and/or leasing of equipment  needed for increased  construction
work. There are no significant fluctuations in the depreciation and amortization
accounts that warrant any further  discussion here.  Changes in Payroll expense,
Outside  services,  Travel  and  Entertainment,  and  Interest  expense  will be
discussed below.

     OPERATIONAL RESULTS
     -------------------

     During the  six-month  period ended June 30, 1999,  the Company has greatly
increased sales in the area of FireStop/FireFilm.  Management feels that certain
expenses  should be included in cost of goods sold rather than  certain  expense
accounts because they relate directly to the construction  process and should be
categorized  as  such  per  basic  cost  accounting  principals.  The  financial
statements for June 30, 1999 and June 30, 1998 do not reclassify  these expenses
into cost of goods sold.  Management  believes that an analysis of the Company's
operation  should be done with these  expenses  properly  classified,  hence the
financial   information  presented  below  has  been  restated  to  effect  this
re-classification.  First, the re-classified  operational results are presented,
followed by a listing of certain percentages based on these results.  After this
section,  a complete  reconciliation  between the analysis  here and the amounts
shown in the financial statements is performed.

                                       13
<PAGE>
SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1998.
----------------------------------------------------------------------------

RESULTS OF OPERATIONS RESTATED TO PROPERLY CLASSIFY EXPENSES AS COST OF GOODS
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Percentage
                                   June 30          June 30      Increase
                                     1999            1998       (Decrease)
                                   ---------------------------------------------
<S>                                <C>            <C>            <C>
Net Sales
     Chemicals                     $  191,677      $  131,018         46%
     Textiles                         177,717         109,230         63%
     FireStop/FireFilm                652,150         609,266          7%
                                   ---------------------------------------------
                                    1,021,544         849,514         20%

Cost of Goods
     Chemicals                         55,137          41,422         33%
     Textiles                          87,198          53,473         63%
     FireStop/FireFilm                344,305         398,242        (14%)
                                   ---------------------------------------------
                                      486,640         493,137         (1%)

Gross Profit
     Chemicals                        136,540          89,596         52%
     Textiles                          90,519          55,757         62%
     FireStop/FireFilm                307,845         211,024         46%
                                   ---------------------------------------------
                                      534,904         356,377         50%

SG&A                                  578,380         607,658         (5%)
Depreciation & Amortization            18,746           4,861        285%
Bad Debt Expense                       10,859          12,458        (13%)
                                   ---------------------------------------------
                                      607,985         624,977         (3%)

Net Income (Loss) from Operations     (73,081)       (268,600)       (73%)

Interest Expense                      144,451          82,106         76%
                                   ---------------------------------------------

Net Loss                           $  (217,532)    $  (350,706)       (38%)

Gross Profit
     Chemicals                           71%                  68%
     Textiles                            51%                  51%
     FireStop/FireFilm                   47%                  35%
     Combined                            52%                  42%

Percentage of Total Sales
     Chemicals                           19%                  15%
     Textiles                            17%                  13%
     FireStop/FireFilm                   64%                  72%

Percentage of Gross Profit
     Chemicals                           26%                  25%
     Textiles                            16%                  16%
     FireStop/FireFilm                   58%                  59%
</TABLE>


                                       14
<PAGE>
RECONCILIATION OF FINANCIAL STATEMENTS
--------------------------------------
<TABLE>
<CAPTION>

                                   June 30          June 30
                                     1999            1998
                                   ----------------------------
<S>                                <C>            <C>
Cost of Goods Per Analysis         $  486,640      $  493,137
    Less:  Outside Services           87,868(1)        40,494(1)
           Construction Payroll       42,671(2)       148,948(2)
           Construction Travel        11,390(3)         1,778(3)
           Construction Lodging        5,627(4)        25,313(4)
                                   ----------------------------

Cost of Goods per Financials       $ 339,084      $   276,604

SG&A per Analysis                  $ 578,380      $   607,658
    Add:   Outside Services           87,868(1)        40,494(1)
           Construction Pyrl          42,671(2)       148,948(2)
           Travel                     11,390(3)         1,778(3)
           Construction Lodging        5,627(4)        25,313(4)
                                   ----------------------------

SG&A per Trial Balance             $ 725,936         $824,191
</TABLE>

     (1) Outside Services  represents  workers hired specifically for performing
one particular  construction job.

     (2)  Construction  Payroll  represents those people who are employed by the
Company full time,  but who work only on detailed  construction  projects at the
job-site.

     (3) Construction Travel represents the cost of getting a crew of workers to
the job-site.

     (4) Construction  Lodging  represents the cost of housing a crew of workers
while they are at the job-site.

     ANALYSIS
     --------

     The Company's  net sales derive from three  divisions:  (1)Chemical  Sales,
(2)Textile Processing,  and (3)Fire Stop/Fire Film construction  projects.  Thus
far in fiscal  1999,  Chemical  sales  increased  by 46%,  Fire  Stop/Fire  Film
increased by 7%, and Textile processing  increased by 63% as a percentage of net
sales June 30, 1999 vs. June 30, 1998. The Chemical  sales,  Textile sales,  and
Fire Stop/Fire Film sales have a gross profit of 71%, 51%, and 47% respectively,
and the Company has a combined  gross profit of 52%.  Increased  growth in gross
profit  beyond  that  applicable  to  the  percentage   increase  in  net  sales
demonstrates  the fact that the Company is relying on  increased  volume in both
Chemical and  FireStop/FireFilm  as the chief  product mix to create this higher
combined  gross profit.  However,  the  FireStop/FireFilm  division does produce
excessive  cash needs early in the  fulfillment of the contract which forces the
Company to rely heavily on the Factors for  financing  the start up.  Hence,  if
outside  capital is not obtained in order to eliminate  the need for  factoring,
this division cannot operate effectively without drastically increasing interest
expense.

     As  of  June  30,  1999  Chemical  processing,   Textile  processing,   and
FireStop/Fire Film contributed  $136,540,  $90,519, and $307,845 respectively to
the companies  total gross profit of $534,904.  The Company expects the sales of
Chemicals and Fire Stop/Fire Film to continue to increase in the rapid geometric
proportions they have shown thus far this year.

     The  Company's  increase in gross profit has also been brought about by the
fact that the Company is becoming more  experienced  in the  FireStop/Fire  Film
construction  business and is able to more effectively  manage these large jobs.
As a result, the gross profit for  FireStop/FireFilm  increased from 35% at June
30, 1998 to 47% at June 30, 1999. The Company is also more effectively  managing
its purchase of raw material for all divisions of the business.

                                       15
<PAGE>
     The single most  significant  cause of the net loss at June 30, 1999 is the
increase in interest expense of $62,345 or 76%. As noted earlier, the Company is
now engaging in the  construction  business which requires  enormous  outlays of
capital  at the  beginning  of the  project  which  is then  reimbursed  through
standard  percentage of completion  billing as the work is done. The Company has
been forced to work with  Factors  who are not really  part of the  construction
industry,  and hence the factoring agreement contains harsh penalties should the
factored  receivables  age beyond a certain date.  Because the Company is new to
this  construction  industry,  certain dates were not met  throughout the fiscal
year and penalties have been incurred by the Company.  Interest  including these
penalties  at June 30, 1999 was  $144,451.  Had the  company  been able to avoid
these penalties, interest expense thus far this year would have been $78,003.

     The Company believes that the expenses for filing the Form 10-sb and travel
will not be the  substantial  burden in the future  that they were thus far this
year, and the Company is now properly allocating its resources so that the Gross
Profit mix in 2000 will be maximized.  However,  the Company will incur the same
substantial interest rates in the future, because the Company is still having to
factor its  receivables.  The Company  currently  estimates that it would need a
capital  infusion of $675,000 over the next twelve months in order to be able to
avoid the excessive  interest rates discussed above. At this time,  although the
Company is exploring several avenues of financing, no one answer to this problem
has been found.

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" 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 three  dimensional  software  development
marketplace 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.

YEAR 2000 ISSUES
----------------

     Year 2000 Issues - Uncertainty  Of The Effects Of The Year 2000 On Computer
Programs And Systems.  The "year 2000" issue  concerns  the  potential  exposure
related  to  the  possible  automatic   generation  of  business  and  financial
misinformation  resulting from the  application of computer  programs which have
been written using two digits,  rather than four, to define the applicable  year
of  business  transactions.  When the  year  2000  begins,  programs  with  such
date-related  logic will not be able to  distinguish  between the years 1900 and
2000,  potentially causing software and hardware to fail,  generating  erroneous
calculations  or presenting  information in an unusable  format.  The Company is
dependent on multiple  computer  servers and the third-party  computer  programs

                                       16
<PAGE>
running on them to provide data in support of its accounting and  administrative
functions.  The Company's plan for year 2000  compliance  includes the following
phases:  (i)  conducting a  comprehensive  inventory of the  Company's  internal
systems, including information technology systems and non-information technology
systems  and the systems  acquired  or to be acquired by the Company  from third
parties,  (ii) assessing and prioritizing  any required  changes,  upgrades,  or
enhancements,  (iii)  resolving  any problems by repairing  or, if  appropriate,
replacing the  non-compliant  systems,  (iv) testing all remediated  systems for
Year 2000 compliance and (v) developing  contingency  plans that may be employed
in the event that any system used by the Company is  unexpectedly  affected by a
previously  unanticipated  problem  relating to the Year 2000. In recognition of
the potential year 2000 problem,  the Company has begun a program to replace any
of its existing communications,  engineering and accounting software that is not
year 2000  compliant with new software that is warranted by its vendors as being
year 2000 compliant.  It is anticipated  that the costs of such replacement will
not be material.  The Company has  relationships  with various  third parties on
whom it relies to provide goods and services  necessary for the  manufacture and
distribution of its products.  These include  suppliers and vendors.  As part of
its  determination of year 2000 readiness,  the Company has identified  material
relationships  with third party  vendors and is in the process of assessing  the
status of their compliance  through the use of informal  inquiries and review of
hardware  and  software  documentation.  The  components  to be purchased by the
Company  in  connection  with the  manufacture  of its  products  are  generally
available through numerous independent sources. Due to the broad diversification
of these sources, the risk associated with potential business interruptions as a
result of year 2000  non-compliance  by one or more  sources  is not  considered
significant.  It is  anticipated  that the  steps the  Company  has taken and is
continuing  to take to deal with the year 2000  problem  will reduce the risk of
significant business interruptions,  but there is no assurance that this outcome
will be  achieved.  Failure to detect and  correct  all  internal  instances  of
non-compliance  or the inability of third parties to achieve  timely  compliance
could result in the  interruption  of normal  business  operations  which could,
depending on its duration, have a material adverse effect on the Company.

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  subsequent  future public or
private sales of its securities,  including equity  securities.  The Company may
also seek funding for the  development  and  marketing  of its products  through
strategic  partnerships and other arrangements with investment  partners.  There
can be no assurance, however, that such collaborative arrangements or additional
funds will be available when needed,  or on terms acceptable to the Company,  if
at all. Any such  additional  financing  may result in  significant  dilution to
existing stockholders.  If adequate funds are not available,  the Company may be
required to curtail one or more of its future programs.

     PATENTS AND PROPRIETARY RIGHTS. The Company relies on patents,  contractual
rights, trade secrets,  trademarks,  and copyrights to establish and protect its
proprietary rights in its products and its components.  The Company has patented
the technology that is incorporated  into its products and believes that,  since
it  is a  technology  patent,  competitors  will  have  a  more  difficult  time
developing products  functionally  similar to the Company's.  To further protect
its products,  the Company will apply for additional  patents for its inventions
and for  non-commercial  available  components  designed  and  developed  by the
Company that are integral to product performance. The Company intends to closely
monitor  competing  product  introductions for any infringement of the Company's
proprietary  rights.  The Company believes that, as the demand for products such
as those  developed  by the  Company  increases,  infringement  of  intellectual
property rights may also increase.  If infringement of the Company's proprietary
rights is by industry  competitors,  they have substantially  greater financial,
technical, and legal resources than the Company which could adversely affect the
Company's  ability to defend its rights.  In addition,  the Company  could incur
substantial costs in defending its rights.

                                       17
<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 assurance that it will
be able to employ qualified persons on acceptable terms to replace officers that
become unavailable.

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

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

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

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

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

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

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

     Moreover,  Reg. Section 240.15g-9 of the Commission requires broker-dealers
in penny stocks to approve the account of any investor for  transactions in such
stocks before selling any penny stock to that investor.  This procedure requires
the broker-dealer to (i) obtain from the investor information  concerning his or
her financial situation,  investment experience and investment objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of

                                       18
<PAGE>
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements  may make it more  difficult  for investors in the Company's
common stock to resell their shares to third parties or to otherwise  dispose of
them.

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

                           PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.

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

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

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

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

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

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

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

                                       19
<PAGE>
     Delinquent Payroll Taxes
     ------------------------

     The Company owes the Internal Revenue Service $219,582 for prior delinquent
payroll  taxes by the  Company's  former  subsidiaries,  AFRC  Florida  and AFRC
Louisiana.  These payroll taxes became delinquent starting in the 3rd quarter of
1997  through  the 4th  quarter  of  1998.  The  total  delinquent  payroll  tax
liabilities are $101,403  attributed to AFRC Florida and $118,178  attributed to
AFRC Louisiana.  The Company has retained the tax counsel of Royston & Hebert in
Lafayette,  Louisiana  to  represent  the Company  before the  Internal  Revenue
Service and the Company is currently submitting an Offer and Compromise work-out
agreement  to obtain a  substantial  reduction  of the  outstanding  payroll tax
balance due.  The Company has since kept  current  with all present  payroll and
other tax obligations.

     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.

     On June 1,  1999,  a  majority  of the  shareholders  pursuant  to  Section
78.320(2)  of the  Nevada  Revised  Statutes  voting in favor of  Restating  the
Company's By-laws. A copy of said By-laws are incorporated  herein by reference.
See Exhibit list.

Item 5.  Other Information.

     On June 4, 1999, the Company filed a  Registration  Statement on Form 10-SB
in order to register the  Company's  common stock,  $0.01 par value  pursuant to
Section 12(g) of the Securities Exchange Act of 1934. The Registration Statement
on  Form  10-SB  as  filed  with  the  Securities  and  Exchange  Commission  is
incorporated herein by reference.

                                       20
<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.

               (2)  2.1(a)  Certificate  of  Merger  from the  State of  Wyoming
                    regarding  Merger AFRC  Louisiana with and into AFRC Wyoming
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    2.1(b)  Certificate  of Merger  from the State of  Louisiana
                    regarding  Merger  of AFRC  Louisiana  with  and  into  AFRC
                    Wyoming.  (Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.1(c) Articles of Merger regarding Merger of AFRC Louisiana
                    with and into AFRC Wyoming.  (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    2.1(d)  Acquisition  Agreement and Plan of Merger  regarding
                    Merger  of  AFRC  Louisiana  with  and  into  AFRC  Wyoming.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    2.2(a)  Certificate  of  Merger  from the  State of  Florida
                    regarding   Merger  of  AFRC  Florida  with  and  into  AFRC
                    Wyoming.(Incorporated   by  reference   from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.2(b)  Certificate  of  Merger  from the  State of  Wyoming
                    regarding  Merger  of AFRC  Louisiana  with  and  into  AFRC
                    Wyoming.  (Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.2(c) Florida  Articles of Merger  regarding Merger of AFRC
                    Louisiana  with  and  into  AFRC   Wyoming.(Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    2.2(d) Wyoming  Articles of Merger  regarding Merger of AFRC
                    Louisiana  with  and  into  AFRC   Wyoming.(Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    2.2(e)  Acquisition  Agreement and Plan of Merger  regarding
                    Merger  of  AFRC  Florida   with  and  into  AFRC   Wyoming.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    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.   (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    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.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                                       21
<PAGE>
               (3)  3.1 Articles of  Incorporation  of American  Fire  Retardant
                    Corp. filed on January 20, 1998.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    3.2  Restated  By-laws  of  American  Fire  Retardant  Corp.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    3.3  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign  Corporation in the State of Florida.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.4  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign Corporation in the State of Louisiana. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.5 Statement  and  Designation  of American Fire  Retardant
                    Corp., as a Foreign Corporation in California. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.6  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign Corporation in the State of Colorado.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.7  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign   Corporation   in   the   State   of   Mississippi.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

               (10) 10.1(a)  Letter of Intent  Between  American Fire  Retardant
                    Corp.,  and  Fabritek  Industries,   LLC.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.1(b)  Amendment to Letter of Intent Between American Fire
                    Retardant Corp., and Fabritek Industries, LLC. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    10.2  Royalty  Agreement  between  American  Fire  Retardant
                    Corp., and Norman O. Houser. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    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.(Incorporated   by   reference   from  the   Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(a)  Merchant  Service  Agreement  between American Fire
                    Retardant  Corp.  and  St.  Martin  Bank.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(b) St. Martin Bank $100,090 Promissory Note Dated March
                    11,  1997.(Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                                       22
<PAGE>
                    10.4(c) Edward E. Friloux Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(d) Stephen F. Owens  Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(e)  Angela M. Raidl  Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(f) St. Martin Bank $250,000  Promissory  Note Dated May
                    21,  1998.(Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(g) St. Martin Bank Business Loan Agreement Dated August
                    18,  1998.  (Incorporated  by reference  from the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(h) St. Martin Bank  $172,725.73  Promissory  Note Dated
                    August  18,  1998.   (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.4(i) Edward E. Friloux Commercial  Guaranty to St. Martin
                    Bank  re:$172,725.73   Promissory  Note.   (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(j) Stephen F. Owens  Commercial  Guaranty to St. Martin
                    Bank  re:  $172,725.73  Promissory  Note.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(k)  Angela M. Raidl  Commercial  Guaranty to St. Martin
                    Bank  re:  $172,725.73  Promissory  Note.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(l) St.  Martin Bank  Commercial  Pledge  Agreement  re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    10.4(m) St. Martin Bank Pledge of  Collateral  Mortgage Note
                    re: $172,725.72 Promissory Note.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(n) St. Martin Bank  Agreement to Provide  Insurance re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    10.4(o)  St.   Martin  Bank  -   Collateral   Mortgage   re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    10.4(p) St. Martin Bank - $54,059.29  Promissory  Note Dated
                    February  4,  1999.  (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.5(a)  Private  Capital,  Inc.  -  Purchase  and  Security
                    Agreement Dated April 17, 1997.  (Incorporated  by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                                       23
<PAGE>
                    10.5(b) Private  Capital,  Inc. - Angela M. Raidl Continuing
                    Guaranty  &  Waiver.  (Incorporated  by  reference  from the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.5(c) Private Capital,  Inc. - Stephen F. Owens and Edward
                    E. Friloux  Continuing  Guaranty & Waiver.  (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.6(a) Bank of Erath $15,030 Promissory Note Dated June 16,
                    1997.   (Incorporated   by  reference   from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.6(b)  Bank of Erath  of Loan  Extension  Agreement  Dated
                    October  20,   1998.(Incorporated   by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.7 American Fire  Retardant  Corp. - El Cajon,  California
                    Industrial  Lease.   (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.8(a)  Whitney  Bank - $74,400  Secured  Promissory  Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.8(b)  Whitney  Bank  -  Collateral   Mortgage,   Security
                    Agreement and Assignment of Leases and Rents.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    10.9  American  Fire  Retardant  Corp. - Standard  Lease for
                    Louisiana  Corporate  Apartment.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.10 Oil,  Gas & Mineral  Lease with  Penwell  Energy  Inc.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.11(a) Whitney National Bank - $42,888.46 Promissory Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.11(b)  Whitney   National  Bank  -  Security   Agreement.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.12 Presidio Capital Consulting  Agreement.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    10.13 Warren Guidry Letter Promissory Note. (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.14(a) Agreement with Richard Rosenberg.  (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.14(b)  Amendment  to Agreement  with  Richard  Rosenberg.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                                       24
<PAGE>
                    10.14(c)  Richard  Rosenberg - $43,134.39  Promissory  Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

               (27) Financial Data Schedule

                    27.1. Financial Data Schedule (submitted  electronically for
                    SEC information only).

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

     The following  Exhibit Index sets forth the Exhibit attached hereto.

                                 EXHIBIT INDEX
                                 -------------

     Exhibit        Description
     -------        -----------
     NONE

                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amended report on Form
10-QSB/A-2  to be  signed  on its  behalf  by the  Undersigned,  thereunto  duly
authorized.

                                        AMERICAN FIRE RETARDANT CORP.
                                        A Nevada Corporation


Date: June 27, 2000                     /S/ Stephen F. Owens
                                        ---------------------------------------
                                        By:  Stephen F. Owens
                                        Its: President


Date: June 27, 2000                     /S/ Angela M. Raidl
                                        ---------------------------------------
                                        By:  Angela M. Raidl
                                        Its: Vice President, Chief Financial
                                             Officer, Secretary



                                       25