As filed with the Securities and Exchange Commission on May 10, 2001
                                              Registration No. 333-__________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          American Fire Retardant Corp.
             (Exact Name of Registrant as Specified in Its Charter)

                 NEVADA                                 88-0386245
       (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)               Identification No.)

                  9337 Bond Avenue                       92021
                El Cajon, California                   (Zip Code)
                    (Address of Principal Executive Offices)

                             2001 STOCK OPTION PLAN;
         NONSTATUTORY STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
  STEPHEN F. OWENS, GREGORY BARTKO, SHERRY WILSON, BRIDGESTREAM PARTNERS, LLC,
              RICHARD ROSENBERG, SAMUEL TODARO AND LEWIS ROSENBERG
                            (Full Title of the Plan)

                                Stephen F. Owens
                             Chief Executive Officer
                          American Fire Retardant Corp.
                                9337 Bond Avenue
                           El Cajon, California 92021
                     (Name and Address of Agent for Service)

                                 (619) 390-6880
      (Telephone Number, Including Area Code, of Agent for Service) Please
                    address a copy of all communications to:

                              Gregory Bartko, Esq.
                       Law Office of Gregory Bartko, P.C.
                           3475 Lenox Road, Suite 400
                             Atlanta, Georgia 30326
                            Telephone: (404) 238-0550

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                               Proposed       Proposed
Securities           Amount             Maximum        Maximum        Amount of
to be            Offering Price        Aggregate    Registration    Registration
Registered        Registered(1)       Per Share(2)  Offering Price      Fee
--------------------------------------------------------------------------------
Common Stock,      1,000,000(3)-(5)(8)    $.62           $620,000   $173.00
$.001 par value      533,334(6)           $.62           $330,667   $ 92.00
per share            250,000(7)           $.62           $155,000   $ 43.00
                                                                    -------
Total              1,783,334                                        $308.00
================================================================================
(1)  This  Registration  Statement  covers, in addition to such number of shares
     issuable upon  exercise of the options  granted  under the  agreements,  an
     indeterminate  number of  additional  shares  which may  become  subject to
     options as a result of the  adjustment  provisions of the  agreements.  The
     registration fee is calculated only on the stated number of shares.

                                       1
<PAGE>
(2)  Calculated  pursuant to Rule 457(h)(1),  based on the actual price at which
     options may be exercised under the Nonstatutory Stock Option Agreements.

(3)  Based upon the  1,000,000  shares of Common  Stock  available  for issuance
     under the 2001 Stock Option Agreement.

(4)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American Fire  Retardant  Corp. and Gregory
     Bartko, Esq.

(5)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American Fire  Retardant  Corp. and Richard
     Rosenberg.

(6)  Based on the  Nonstatutory  Stock  Option  Agreement  dated  April 19, 2001
     between American Fire Retardant Corp. and Stephen F. Owens.

(7)  Based on the  Nonstatutory  Stock Option Agreement dated April 30, 2001 and
     the related consulting  agreement between American Fire Retardant Corp. and
     Sherry Wilson.

(8)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American  Fire  Retardant  Corp.  and Lewis
     Rosenberg.

(9)  Based on this Nonstatutory Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement between American Fire Retardant Corp. and Bridestream
     Partners, LLC.


                                       2
<PAGE>
PROSPECTUS

                          AMERICAN FIRE RETARDANT CORP.
                                9337 Bond Avenue
                           El Cajon, California 92021
                                 (619) 390-6880

                       (1,783,334 Shares of Common Stock)

     This  prospectus  relates to the offer and sale by American Fire  Retardant
Corp., a Nevada corporation (the "Company") of shares of its $.001 par value per
share common stock (the "Common  Stock") to certain  employees,  consultants and
advisors (respectively,  "Employees" and "Consultants") pursuant to: (i) options
granted and to be granted  under the  Company's  2001 Stock  Option  Plan;  (ii)
options  granted  pursuant to  consulting  agreements  entered  into between the
Company and the Consultants for payment of services rendered and to be rendered;
and (iii)  options  granted  to our chief  executive  officer in lieu of accrued
salary during fiscal year 2000.  The Company is  registering  hereunder and then
issuing,  upon  receipt  of  adequate  consideration   therefor,  to  Employees,
Consultants and to Stephen F. Owens, a total of 1,783,334 shares of Common Stock
in consideration for services to be performed under the respective agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered  hereunder,  533,334 shares being registered for affiliates of
the Company.  An affiliate is any  director,  executive  officer or  controlling
shareholder  of the Company or any of its  subsidiaries.  An  "affiliate" of the
Company is subject to Section 16(b) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act").  If an Employee  who is not now an  "affiliate"
becomes an "affiliate" of the Company in the future, he would then be subject to
Section 16(b) of the Exchange Act. (See "General  Information - Restrictions  on
Resales").

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     The date of this Prospectus is May 10, 2001.

                                       3
<PAGE>
     This  prospectus is part of a  registration  statement  which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  registration  statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written  or oral  request.  Requests  should  be  addressed  to:  American  Fire
Retardant Corp., 9337 Bond Avenue El Cajon, California, 92021 (619) 390-6880.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and copied at the public  reference  facility  maintained  by the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  Copies may be
obtained at the prescribed  rates. The Company's Common Stock has been traded on
the  over-the-counter  market since April 19, 2001 and is currently  reported by
the  Electronic  Bulletin  Board  maintained  by  the  National  Association  of
Securities Dealers, Inc. under the symbol "AFRC."

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those  contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state,  territory or possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

     Neither the delivery of this  prospectus or any sale made hereunder  shall,
under any circumstances,  create an implication that there has not been a change
in the affairs of the Company since the date hereof.

                                       4
<PAGE>
                                TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6
Item 1. Plan Information ..................................................6
        General Information ...............................................6
        The Company .......................................................6
        Purposes ..........................................................6
        Common Stock ......................................................7
        The Consultants ...................................................7
        No Restrictions on Transfer .......................................7
        Tax Treatment to the Consultants ..................................7
        Tax Treatment to the Company ......................................7
        Restrictions on Resale ............................................7
Documents Incorporated by Reference and Additional Information ............8

Item 2.  Registrant Information and Employee Plan Annual Information ......8
        Legal Opinion and Experts .........................................8
        Indemnification of Officers and Directors .........................8

Item 3.     Incorporation of Documents by Reference .......................8

Item 4.     Description of Securities .....................................8

Item 5.     Interests of Named Experts and Counsel ........................9

Item 6.     Indemnification of Directors and Officers .....................9

Item 7.     Exemption from Registration Claimed ...........................9

Item 8.     Exhibits ......................................................9

Item 9.     Undertakings ..................................................10

Signatures ................................................................11

Exhibit Index .............................................................13


                                       5
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company
-----------

     The Company has its  principal  executive  offices at 9337 Bond Avenue,  El
Cajon, California 92021, where its telephone number is (619) 390-6880.

The 2001 Stock Option Plan
--------------------------

     On April 30,  2001,  the Board of  Directors  adopted a form of 2001  Stock
Option Plan  ("Plan"),  the purpose of which is to attract,  retain,  and reward
persons  providing  services to the Company and to enable the Company to provide
equity  ownership  to  employees  and  others  as a means  of  compensating  and
providing  incentives  to its  employees  and  consultants.  The  Plan  is to be
administered  by the Board of  Directors  or a duly  appointed  committee of the
Board of Directors.  Persons  eligible to receive options under the Plan include
employees,  including  officers and employed  directors,  and  individuals  that
render consulting services to the Company.

     The Plan  establishes the maximum number of shares of Common Stock to issue
thereunder  at 1,000,000  shares,  and permits the  issuance of incentive  stock
options,  non-qualified stock options and non-employee director options. Options
granted include exercise prices for incentive stock options at no less than 100%
of the fair  market  value of our  Common  Stock at time of grant and 85% of the
fair market value for  non-qualified  stock  options and  non-employee  director
options at the time of grant and.  Subject to the  provisions  of the Plan,  the
Board of Directors  determines  for each option,  the number of shares of Common
Stock for which the option is granted,  the  exercise  price of the option,  the
timing and terms of exercisability  and vesting schedule of the option, the time
of  expiration  of the  option  and  the  effect,  if  any,  of  the  optionee's
termination of employment or service to the Company.  Options  granted under the
Plan are evidenced by a form of written stock option  agreement  consistent with
the terms of the Plan.

Purposes
--------

     The Common Stock to be issued by the Company to employees  and  consultants
will be issued pursuant to business  consulting and/or option agreements entered
into between the employees,  the consultants and the Company,  which  agreements
have been  approved  by the board of  directors  of the  Company  (the "Board of
Directors").  The options are  intended to provide a method  whereby the Company
may be  stimulated  by  the  personal  involvement  of  the  Consultants  in the
Company's future prosperity,  thereby advancing the interests of the Company and
all of its shareholders.  Subject to the terms of the agreements,  the employees
and  consultants  have the right to exercise  their  options in whole or part by
paying the option exercise price.  Copies of the Plan and the option  agreements
have been filed as exhibits to this registration statement.


                                       6
<PAGE>
Common Stock
------------

      The Board of Directors has authorized the issuance of up to 1,783,334
shares of Common Stock to the employees and consultants and upon effectiveness
of this registration statement.

The Consultants
---------------

     The Consultants have agreed to provide their services, expertise and advice
to the  Company  for the  purposes  set forth in their  consulting  and  service
agreements with the Company.

No Restrictions on Transfer
---------------------------

     The Consultants and employees will become the record and beneficial  owners
of the shares of Common Stock upon issuance and delivery and are entitled to all
of the rights of ownership,  including the right to vote any shares  awarded and
to receive  ordinary cash  dividends on the Common  Stock.  Shares of our Common
Stock beneficially owned by our affiliates, such as our officers,  directors and
principal  shareholders,  will have restrictions on transfer as provided by Rule
144 promulgated under the Securities Act.

Tax Treatment to the Consultants
--------------------------------

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The  Consultants  and employees,  therefore,  will be required for
federal income tax purposes to recognize ordinary income during the taxable year
in which the first of the following  events occur:  (a) the shares become freely
transferable,  or (b) the shares  cease to be subject to a  substantial  risk of
forfeiture.   Accordingly,  absent  a  specific  contractual  provision  to  the
contrary,  the  Consultants and employees will receive  compensation  taxable at
ordinary  rates  equal to the fair  market  value of the  shares  on the date of
receipt  since  there  will  be no  substantial  risk  of  forfeiture  or  other
restrictions  on transfer.  The  Consultants  and employees are urged to consult
their  own  tax  advisors  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company
----------------------------

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on Resale
----------------------

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of Common Stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to the Company.  Services  rendered have been recognized as valid  consideration
for the "purchase" of shares in connection with the "profit"  computation  under
Section  16(b) of the Exchange  Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's  Common Stock  acquired  hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.


                                       7
<PAGE>
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

     The Company will provide to all Plan  participants,  without  charge,  upon
written  or  oral  request,  copies  of  all of the  documents  incorporated  by
reference  into this  Registration  Statement  and that are described in Item 3,
Part II of this Registration  Statement.  All such documents are incorporated by
reference into the Section 10(a)  prospectus as a part hereof.  The Company will
also make available to all Plan  participants,  without charge, and upon written
or oral  request,  copies of all other  documents  required to be  delivered  to
employees of the Company pursuant to Rule 428(b) under the Exchange Act. Written
or oral requests shall be directed to Stephen F. Owens,  chief executive officer
of the  Company  at 9337 Bond  Avenue,  El Cajon,  California  92021,  where its
telephone number is (619) 390-6880.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated herein by reference:

     (a) The Registrant's annual report on Form 10-KSB for the fiscal year ended
December  31, 2000 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's annual
report referred to in (a) above;

     (c) The description of the Registrant's  common stock,  $.001 par value per
share,  which is  contained  in its Form  10-SB  filed on June 4, 1999 under the
Exchange Act,  including any  amendments  filed for the purpose of updating such
description; and

     (e) All documents  subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.


                                       8
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Gregory  Bartko,  Esq.,  of the Law Office of  Gregory  Bartko,  P.C.,  has
provided  legal  advice  to  the  Company  in  connection   with  the  Company's
preparation of this Registration Statement and services related to the Company's
periodic  reports  filed  with the  Commission,  and has also  rendered  a legal
opinion  attached  hereto as an Exhibit,  as to the validity and due issuance of
the shares of the Company's Common Stock to be issued and registered  hereby. At
the same time, Gregory Bartko is one of the named Consultants who will be issued
50,000 shares of the Company's  Common Stock in payment for legal services fully
rendered pursuant to the terms of a written  Attorney/Client  Fee Agreement with
the  Company,  which shares are a part of the shares  being  registered  hereby.
Neither  Gregory  Bartko,  nor the Law Office of Gregory  Bartko,  P.C. has been
employed on a contingent basis. Neither Mr. Bartko nor his law firm has or is to
receive a substantial interest direct or indirect in the Company, nor are either
of them connected  with the Company other than in their role as outside  special
securities counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections  78.037  and  78.751 of the Nevada  General  Corporation  Law (the
"Code") contain provisions  concerning the Registrant's ability to indemnify its
agents (including  directors and officers) from certain liabilities and expenses
incurred as a result of any  proceeding  arising by reason of the fact that such
person  is or was an  agent  of  the  Registrant.  The  Registrant  has  adopted
provisions  in its  Articles of  Incorporation  and its Restated  By-laws  which
eliminate  the personal  liability of a director  from  monetary  damages to the
fullest extent  permissible under the Code and which authorize the Registrant to
provide   indemnification  of  its  agents.  The  Registrant's  By-laws  provide
indemnification to its agents to the maximum extent permitted by the Code.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     The exhibits filed as part of this Registration Statement are as follows:


Exhibit Number                   Description of Exhibit
--------------                   ----------------------

     4.1       2001 Stock Option Plan adopted by the  Registrant's  Directors on
               April 30, 2001.

     4.2       Specimen Form of Non-statutory Stock Option Agreement.

     4.3       Nonstatutory Stock Option Agreement dated April 30, 2001, between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.4       Attorney/Client  Fee Agreement  dated February 15, 2001,  between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.5       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Sherry Wilson

     4.6       Consulting  Agreement dated April 30, 2001 between  American Fire
               Retardant Corp. and Sherry Wilson.

     4.7       Nonstatutory  Stock Option Agreement dated April 19, 2001 between
               American Fire Retardant Corp. and Stephen F. Owens.


                                       9
<PAGE>
     4.8       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Richard Rosenberg.

     4.9       Consulting  Agreement dated April 20, 2001 between  American Fire
               Retardant Corp. and Richard Rosenberg.

     4.10      Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Lewis Rosenberg.

     4.11      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Lewis Rosenberg.

     4.12      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and BridgeStream Partners, LLC.

     4.13      Nonstatutory  Stock Option Agreement dated April 21, 2001 between
               American Fire Retardant Corp. and BridgeStream Partners, LLC.

     5         Opinion of Gregory Bartko, Esq.

     23.1      Consent of HJ & Associates, LLC

     23.2      Consent of Gregory Bartko, Esq. (contained in Exhibit 5)

     24        Power of Attorney  (contained on Signature  Page of  Registration
               Statement)

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post- effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                       10
<PAGE>
     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The Registrant  hereby undertakes that, for the purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in this  Registration  Statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of El Cajon,  State of California,  on this 10th day of
May 2001.

                                       AMERICAN FIRE RETARDANT CORP.


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



                                       11
<PAGE>
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Stephen F. Owens, his or her  attorneys-in-fact,
with power of substitution for him or her in any and all capacities, to sign any
amendments  to this  Registration  Statement,  and to file  the  same,  with the
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission hereby ratifying and confirming all that each
of said  attorneys-in-fact,  or his or her substitute or substitutes,  may do or
cause  to be  done  by  virtue  hereof.  Pursuant  to  the  requirements  of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.


/s/ Stephen F. Owens                                 May 10, 2001
-------------------------------------             -----------------
Stephen F. Owens, President                              Date
Chief Executive Officer and Director
(Principal Executive Officer)


/s/ Angela M. Raidl                                  May 10, 2001
-------------------------------------             -----------------
Angela M. Raidl, Vice-President,                         Date
Chief Financial Officer, Secretary
And Director



                                       12
<PAGE>
                                EXHIBIT INDEX


Exhibit Number                   Description of Exhibit
--------------                   ----------------------

     4.1       2001 Stock Option Plan adopted by the  Registrant's  Directors on
               April 30, 2001.

     4.2       Specimen Form of Non-statutory Stock Option Agreement.

     4.3       Nonstatutory Stock Option Agreement dated April 30, 2001, between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.4       Attorney/Client  Fee Agreement  dated February 15, 2001,  between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.5       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Sherry Wilson.

     4.6       Consulting  Agreement dated April 30, 2001 between  American Fire
               Retardant Corp. and Sherry Wilson.

     4.7       Nonstatutory  Stock Option Agreement dated April 19, 2001 between
               American Fire Retardant Corp. and Stephen F. Owens.

     4.8       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Richard Rosenberg.

     4.9      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Richard Rosenberg.

     4.10      Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Lewis Rosenberg.

     4.11      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Lewis Rosenberg.

     4.12      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and BridgeStream Partners, LLC.

     4.13      Nonstatutory  Stock Option Agreement dated April 21, 2001 between
               American Fire Retardant Corp. and BridgeStream Partners, LLC.

     5         Opinion of Gregory Bartko, Esq.

     23.1      Consent of HJ & Associates, LLC

     23.2      Consent of Gregory Bartko, Esq. (contained in Exhibit 5)

     24        Power of Attorney  (contained on Signature  Page of  Registration
               Statement)


                                       13
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{"company-data": {"conformed-name": "AMERICAN FIRE RETARDANT CORP", "cik": "0001049234", "assigned-sic": "2890", "irs-number": "880386245", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60680", "film-number": "1629098"}, "business-address": {"street1": "9337 BOND AVENUE", "street2": "806-479-0449", "city": "EL CAJON", "state": "CA", "zip": "92012", "phone": "619-390-68"}, "mail-address": {"street1": "9337 BOND AVENUE", "city": "CAJON", "state": "CA", "zip": "92021"}, "former-company": {"former-conformed-name": "AMERICAN FIRE RETARDANT CORP /CA", "date-changed": "19990521"}}
As filed with the Securities and Exchange Commission on May 10, 2001
                                              Registration No. 333-__________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          American Fire Retardant Corp.
             (Exact Name of Registrant as Specified in Its Charter)

                 NEVADA                                 88-0386245
       (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)               Identification No.)

                  9337 Bond Avenue                       92021
                El Cajon, California                   (Zip Code)
                    (Address of Principal Executive Offices)

                             2001 STOCK OPTION PLAN;
         NONSTATUTORY STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
  STEPHEN F. OWENS, GREGORY BARTKO, SHERRY WILSON, BRIDGESTREAM PARTNERS, LLC,
              RICHARD ROSENBERG, SAMUEL TODARO AND LEWIS ROSENBERG
                            (Full Title of the Plan)

                                Stephen F. Owens
                             Chief Executive Officer
                          American Fire Retardant Corp.
                                9337 Bond Avenue
                           El Cajon, California 92021
                     (Name and Address of Agent for Service)

                                 (619) 390-6880
      (Telephone Number, Including Area Code, of Agent for Service) Please
                    address a copy of all communications to:

                              Gregory Bartko, Esq.
                       Law Office of Gregory Bartko, P.C.
                           3475 Lenox Road, Suite 400
                             Atlanta, Georgia 30326
                            Telephone: (404) 238-0550

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                               Proposed       Proposed
Securities           Amount             Maximum        Maximum        Amount of
to be            Offering Price        Aggregate    Registration    Registration
Registered        Registered(1)       Per Share(2)  Offering Price      Fee
--------------------------------------------------------------------------------
Common Stock,      1,000,000(3)-(5)(8)    $.62           $620,000   $173.00
$.001 par value      533,334(6)           $.62           $330,667   $ 92.00
per share            250,000(7)           $.62           $155,000   $ 43.00
                                                                    -------
Total              1,783,334                                        $308.00
================================================================================
(1)  This  Registration  Statement  covers, in addition to such number of shares
     issuable upon  exercise of the options  granted  under the  agreements,  an
     indeterminate  number of  additional  shares  which may  become  subject to
     options as a result of the  adjustment  provisions of the  agreements.  The
     registration fee is calculated only on the stated number of shares.

                                       1
(2)  Calculated  pursuant to Rule 457(h)(1),  based on the actual price at which
     options may be exercised under the Nonstatutory Stock Option Agreements.

(3)  Based upon the  1,000,000  shares of Common  Stock  available  for issuance
     under the 2001 Stock Option Agreement.

(4)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American Fire  Retardant  Corp. and Gregory
     Bartko, Esq.

(5)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American Fire  Retardant  Corp. and Richard
     Rosenberg.

(6)  Based on the  Nonstatutory  Stock  Option  Agreement  dated  April 19, 2001
     between American Fire Retardant Corp. and Stephen F. Owens.

(7)  Based on the  Nonstatutory  Stock Option Agreement dated April 30, 2001 and
     the related consulting  agreement between American Fire Retardant Corp. and
     Sherry Wilson.

(8)  Based on the Nonstatutory  Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement  between  American  Fire  Retardant  Corp.  and Lewis
     Rosenberg.

(9)  Based on this Nonstatutory Stock Option Agreement dated April 30, 2001, the
     underlying  shares of which  are  granted  under  the Plan and the  related
     consulting  agreement between American Fire Retardant Corp. and Bridestream
     Partners, LLC.

                                       2
PROSPECTUS

                          AMERICAN FIRE RETARDANT CORP.
                                9337 Bond Avenue
                           El Cajon, California 92021
                                 (619) 390-6880

                       (1,783,334 Shares of Common Stock)

     This  prospectus  relates to the offer and sale by American Fire  Retardant
Corp., a Nevada corporation (the "Company") of shares of its $.001 par value per
share common stock (the "Common  Stock") to certain  employees,  consultants and
advisors (respectively,  "Employees" and "Consultants") pursuant to: (i) options
granted and to be granted  under the  Company's  2001 Stock  Option  Plan;  (ii)
options  granted  pursuant to  consulting  agreements  entered  into between the
Company and the Consultants for payment of services rendered and to be rendered;
and (iii)  options  granted  to our chief  executive  officer in lieu of accrued
salary during fiscal year 2000.  The Company is  registering  hereunder and then
issuing,  upon  receipt  of  adequate  consideration   therefor,  to  Employees,
Consultants and to Stephen F. Owens, a total of 1,783,334 shares of Common Stock
in consideration for services to be performed under the respective agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered  hereunder,  533,334 shares being registered for affiliates of
the Company.  An affiliate is any  director,  executive  officer or  controlling
shareholder  of the Company or any of its  subsidiaries.  An  "affiliate" of the
Company is subject to Section 16(b) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act").  If an Employee  who is not now an  "affiliate"
becomes an "affiliate" of the Company in the future, he would then be subject to
Section 16(b) of the Exchange Act. (See "General  Information - Restrictions  on
Resales").

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     The date of this Prospectus is May 10, 2001.

                                       3
This  prospectus is part of a  registration  statement  which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  registration  statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written  or oral  request.  Requests  should  be  addressed  to:  American  Fire
Retardant Corp., 9337 Bond Avenue El Cajon, California, 92021 (619) 390-6880.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be  inspected  and copied at the public  reference  facility  maintained  by the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  Copies may be
obtained at the prescribed  rates. The Company's Common Stock has been traded on
the  over-the-counter  market since April 19, 2001 and is currently  reported by
the  Electronic  Bulletin  Board  maintained  by  the  National  Association  of
Securities Dealers, Inc. under the symbol "AFRC."

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those  contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state,  territory or possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

     Neither the delivery of this  prospectus or any sale made hereunder  shall,
under any circumstances,  create an implication that there has not been a change
in the affairs of the Company since the date hereof.

                                       4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6
Item 1. Plan Information ..................................................6
        General Information ...............................................6
        The Company .......................................................6
        Purposes ..........................................................6
        Common Stock ......................................................7
        The Consultants ...................................................7
        No Restrictions on Transfer .......................................7
        Tax Treatment to the Consultants ..................................7
        Tax Treatment to the Company ......................................7
        Restrictions on Resale ............................................7
Documents Incorporated by Reference and Additional Information ............8

Item 2.  Registrant Information and Employee Plan Annual Information ......8
        Legal Opinion and Experts .........................................8
        Indemnification of Officers and Directors .........................8

Item 3.     Incorporation of Documents by Reference .......................8

Item 4.     Description of Securities .....................................8

Item 5.     Interests of Named Experts and Counsel ........................9

Item 6.     Indemnification of Directors and Officers .....................9

Item 7.     Exemption from Registration Claimed ...........................9

Item 8.     Exhibits ......................................................9

Item 9.     Undertakings ..................................................10

Signatures ................................................................11

Exhibit Index .............................................................13

                                       5
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company
-----------

     The Company has its  principal  executive  offices at 9337 Bond Avenue,  El
Cajon, California 92021, where its telephone number is (619) 390-6880.

The 2001 Stock Option Plan
--------------------------

     On April 30,  2001,  the Board of  Directors  adopted a form of 2001  Stock
Option Plan  ("Plan"),  the purpose of which is to attract,  retain,  and reward
persons  providing  services to the Company and to enable the Company to provide
equity  ownership  to  employees  and  others  as a means  of  compensating  and
providing  incentives  to its  employees  and  consultants.  The  Plan  is to be
administered  by the Board of  Directors  or a duly  appointed  committee of the
Board of Directors.  Persons  eligible to receive options under the Plan include
employees,  including  officers and employed  directors,  and  individuals  that
render consulting services to the Company.

     The Plan  establishes the maximum number of shares of Common Stock to issue
thereunder  at 1,000,000  shares,  and permits the  issuance of incentive  stock
options,  non-qualified stock options and non-employee director options. Options
granted include exercise prices for incentive stock options at no less than 100%
of the fair  market  value of our  Common  Stock at time of grant and 85% of the
fair market value for  non-qualified  stock  options and  non-employee  director
options at the time of grant and.  Subject to the  provisions  of the Plan,  the
Board of Directors  determines  for each option,  the number of shares of Common
Stock for which the option is granted,  the  exercise  price of the option,  the
timing and terms of exercisability  and vesting schedule of the option, the time
of  expiration  of the  option  and  the  effect,  if  any,  of  the  optionee's
termination of employment or service to the Company.  Options  granted under the
Plan are evidenced by a form of written stock option  agreement  consistent with
the terms of the Plan.

Purposes
--------

     The Common Stock to be issued by the Company to employees  and  consultants
will be issued pursuant to business  consulting and/or option agreements entered
into between the employees,  the consultants and the Company,  which  agreements
have been  approved  by the board of  directors  of the  Company  (the "Board of
Directors").  The options are  intended to provide a method  whereby the Company
may be  stimulated  by  the  personal  involvement  of  the  Consultants  in the
Company's future prosperity,  thereby advancing the interests of the Company and
all of its shareholders.  Subject to the terms of the agreements,  the employees
and  consultants  have the right to exercise  their  options in whole or part by
paying the option exercise price.  Copies of the Plan and the option  agreements
have been filed as exhibits to this registration statement.

                                       6
Common Stock
------------

      The Board of Directors has authorized the issuance of up to 1,783,334
shares of Common Stock to the employees and consultants and upon effectiveness
of this registration statement.

The Consultants
---------------

     The Consultants have agreed to provide their services, expertise and advice
to the  Company  for the  purposes  set forth in their  consulting  and  service
agreements with the Company.

No Restrictions on Transfer
---------------------------

     The Consultants and employees will become the record and beneficial  owners
of the shares of Common Stock upon issuance and delivery and are entitled to all
of the rights of ownership,  including the right to vote any shares  awarded and
to receive  ordinary cash  dividends on the Common  Stock.  Shares of our Common
Stock beneficially owned by our affiliates, such as our officers,  directors and
principal  shareholders,  will have restrictions on transfer as provided by Rule
144 promulgated under the Securities Act.

Tax Treatment to the Consultants
--------------------------------

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The  Consultants  and employees,  therefore,  will be required for
federal income tax purposes to recognize ordinary income during the taxable year
in which the first of the following  events occur:  (a) the shares become freely
transferable,  or (b) the shares  cease to be subject to a  substantial  risk of
forfeiture.   Accordingly,  absent  a  specific  contractual  provision  to  the
contrary,  the  Consultants and employees will receive  compensation  taxable at
ordinary  rates  equal to the fair  market  value of the  shares  on the date of
receipt  since  there  will  be no  substantial  risk  of  forfeiture  or  other
restrictions  on transfer.  The  Consultants  and employees are urged to consult
their  own  tax  advisors  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company
----------------------------

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on Resale
----------------------

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of Common Stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to the Company.  Services  rendered have been recognized as valid  consideration
for the "purchase" of shares in connection with the "profit"  computation  under
Section  16(b) of the Exchange  Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's  Common Stock  acquired  hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.

                                       7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

     The Company will provide to all Plan  participants,  without  charge,  upon
written  or  oral  request,  copies  of  all of the  documents  incorporated  by
reference  into this  Registration  Statement  and that are described in Item 3,
Part II of this Registration  Statement.  All such documents are incorporated by
reference into the Section 10(a)  prospectus as a part hereof.  The Company will
also make available to all Plan  participants,  without charge, and upon written
or oral  request,  copies of all other  documents  required to be  delivered  to
employees of the Company pursuant to Rule 428(b) under the Exchange Act. Written
or oral requests shall be directed to Stephen F. Owens,  chief executive officer
of the  Company  at 9337 Bond  Avenue,  El Cajon,  California  92021,  where its
telephone number is (619) 390-6880.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated herein by reference:

     (a) The Registrant's annual report on Form 10-KSB for the fiscal year ended
December  31, 2000 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's annual
report referred to in (a) above;

     (c) The description of the Registrant's  common stock,  $.001 par value per
share,  which is  contained  in its Form  10-SB  filed on June 4, 1999 under the
Exchange Act,  including any  amendments  filed for the purpose of updating such
description; and

     (e) All documents  subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

                                       8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Gregory  Bartko,  Esq.,  of the Law Office of  Gregory  Bartko,  P.C.,  has
provided  legal  advice  to  the  Company  in  connection   with  the  Company's
preparation of this Registration Statement and services related to the Company's
periodic  reports  filed  with the  Commission,  and has also  rendered  a legal
opinion  attached  hereto as an Exhibit,  as to the validity and due issuance of
the shares of the Company's Common Stock to be issued and registered  hereby. At
the same time, Gregory Bartko is one of the named Consultants who will be issued
50,000 shares of the Company's  Common Stock in payment for legal services fully
rendered pursuant to the terms of a written  Attorney/Client  Fee Agreement with
the  Company,  which shares are a part of the shares  being  registered  hereby.
Neither  Gregory  Bartko,  nor the Law Office of Gregory  Bartko,  P.C. has been
employed on a contingent basis. Neither Mr. Bartko nor his law firm has or is to
receive a substantial interest direct or indirect in the Company, nor are either
of them connected  with the Company other than in their role as outside  special
securities counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections  78.037  and  78.751 of the Nevada  General  Corporation  Law (the
"Code") contain provisions  concerning the Registrant's ability to indemnify its
agents (including  directors and officers) from certain liabilities and expenses
incurred as a result of any  proceeding  arising by reason of the fact that such
person  is or was an  agent  of  the  Registrant.  The  Registrant  has  adopted
provisions  in its  Articles of  Incorporation  and its Restated  By-laws  which
eliminate  the personal  liability of a director  from  monetary  damages to the
fullest extent  permissible under the Code and which authorize the Registrant to
provide   indemnification  of  its  agents.  The  Registrant's  By-laws  provide
indemnification to its agents to the maximum extent permitted by the Code.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     The exhibits filed as part of this Registration Statement are as follows:

Exhibit Number                   Description of Exhibit
--------------                   ----------------------

     4.1       2001 Stock Option Plan adopted by the  Registrant's  Directors on
               April 30, 2001.

     4.2       Specimen Form of Non-statutory Stock Option Agreement.

     4.3       Nonstatutory Stock Option Agreement dated April 30, 2001, between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.4       Attorney/Client  Fee Agreement  dated February 15, 2001,  between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.5       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Sherry Wilson

     4.6       Consulting  Agreement dated April 30, 2001 between  American Fire
               Retardant Corp. and Sherry Wilson.

     4.7       Nonstatutory  Stock Option Agreement dated April 19, 2001 between
               American Fire Retardant Corp. and Stephen F. Owens.

                                       9
4.8       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Richard Rosenberg.

     4.9       Consulting  Agreement dated April 20, 2001 between  American Fire
               Retardant Corp. and Richard Rosenberg.

     4.10      Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Lewis Rosenberg.

     4.11      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Lewis Rosenberg.

     4.12      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and BridgeStream Partners, LLC.

     4.13      Nonstatutory  Stock Option Agreement dated April 21, 2001 between
               American Fire Retardant Corp. and BridgeStream Partners, LLC.

     5         Opinion of Gregory Bartko, Esq.

     23.1      Consent of HJ & Associates, LLC

     23.2      Consent of Gregory Bartko, Esq. (contained in Exhibit 5)

     24        Power of Attorney  (contained on Signature  Page of  Registration
               Statement)

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post- effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       10
(3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The Registrant  hereby undertakes that, for the purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in this  Registration  Statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of El Cajon,  State of California,  on this 10th day of
May 2001.

                                       AMERICAN FIRE RETARDANT CORP.

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

                                       11
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Stephen F. Owens, his or her  attorneys-in-fact,
with power of substitution for him or her in any and all capacities, to sign any
amendments  to this  Registration  Statement,  and to file  the  same,  with the
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission hereby ratifying and confirming all that each
of said  attorneys-in-fact,  or his or her substitute or substitutes,  may do or
cause  to be  done  by  virtue  hereof.  Pursuant  to  the  requirements  of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

/s/ Stephen F. Owens                                 May 10, 2001
-------------------------------------             -----------------
Stephen F. Owens, President                              Date
Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Angela M. Raidl                                  May 10, 2001
-------------------------------------             -----------------
Angela M. Raidl, Vice-President,                         Date
Chief Financial Officer, Secretary
And Director

                                       12
EXHIBIT INDEX

Exhibit Number                   Description of Exhibit
--------------                   ----------------------

     4.1       2001 Stock Option Plan adopted by the  Registrant's  Directors on
               April 30, 2001.

     4.2       Specimen Form of Non-statutory Stock Option Agreement.

     4.3       Nonstatutory Stock Option Agreement dated April 30, 2001, between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.4       Attorney/Client  Fee Agreement  dated February 15, 2001,  between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

     4.5       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Sherry Wilson.

     4.6       Consulting  Agreement dated April 30, 2001 between  American Fire
               Retardant Corp. and Sherry Wilson.

     4.7       Nonstatutory  Stock Option Agreement dated April 19, 2001 between
               American Fire Retardant Corp. and Stephen F. Owens.

     4.8       Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Richard Rosenberg.

     4.9      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Richard Rosenberg.

     4.10      Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Lewis Rosenberg.

     4.11      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Lewis Rosenberg.

     4.12      Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and BridgeStream Partners, LLC.

     4.13      Nonstatutory  Stock Option Agreement dated April 21, 2001 between
               American Fire Retardant Corp. and BridgeStream Partners, LLC.

     5         Opinion of Gregory Bartko, Esq.

     23.1      Consent of HJ & Associates, LLC

     23.2      Consent of Gregory Bartko, Esq. (contained in Exhibit 5)

     24        Power of Attorney  (contained on Signature  Page of  Registration
               Statement)

                                       13