<PAGE>

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

                                    FORM S-8

                             Registration Statement
                                    under the
                             Securities Act of 1933

                          Commission File No. 000-26913


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

       Nevada                             2899                 88-03826245
(State or jurisdiction of      (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                     9316 Wheatlands Road, Suite C, Santee,
                        California 92071; (619) 258-3640
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

       Non-Employee Directors and Consultants Retainer Stock Plan for the
                                Year 2002 No. 4
                            (Full title of the Plans)

    Stephen F. Owens, 9316 Wheatlands Road, Suite C, Santee, California 92071
                      (Name and address of agent for service)

                                 (619) 258-3640
          (Telephone number, including area code, of agent for service)


<PAGE>
                         Calculation of Registration Fee

--------------- ------------- -------------- ----------------- ----------------
Title of                      Proposed        Proposed maximum  Amount of
securities to   Amount to be  offering price  aggregate         registration
be registered   registered    per share (1)   price offering    fee
--------------- ------------- -------------- ----------------- ----------------
Common Stock    30,000,000    $0.03 (2)       $900,000          $82.80
--------------- ------------- -------------- ----------------- ----------------
Total           30,000,000                    $900,000          $82.80
--------------- ------------- -------------- ----------------- ----------------

1.   The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to Rule  457(h)  promulgated  pursuant  to the
     Securities Act of 1933.

2.   This Offering Price per Share is established  pursuant to the  Non-Employee
     Directors and Consultants  Retainer Stock Plan for the Year 2002 No. 4, set
     forth in Exhibit 4.1 to this Form S-8.

<PAGE>
Part I
              Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

         See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act of 1933. The participants
shall be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

Part II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following are hereby incorporated by reference:

(a) The Registrant's latest annual report on Form 10-KSB for the fiscal year
ended December 31, 2001, filed on April 18, 2002, as amended on Form 10-KSB/A on
September 17, 2002.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the Form 10-KSB
referred to in (a) above.

(c) A description of the Registrant's securities contained in the Registration
Statement on Form 10-SB filed by the Registrant to register the common stock
under the Exchange Act, including all amendments filed for the purpose of
updating such common stock description.

         All documents subsequently filed 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents.

Item 4.  Description of Securities.


         Not applicable.

<PAGE>
Item 5.  Interest of Named Experts and Counsel.

         Other than as set forth below, no named expert or counsel was hired on
a contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the Securities
Act. The Nevada Revised Statutes allow a company to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

         Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

         The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

A.       NRS 78.7502.  Discretionary and mandatory indemnification of officers,
         -----------
directors, employees and agents: General provisions.

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.


<PAGE>
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

B.       NRS  78.751. Authorization required for discretionary indemnification;
         -----------
advancementof expenses;limitation on indemnification and advancementof expenses.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

(a)      By the stockholders;

(b)      By the board of directors by majority vote of a quorum  consisting  of
directors  who were not parties to the action,  suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel in a
written opinion; or

(d) If a quorum consisting of directors who were not parties to the action, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.


<PAGE>
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3.       The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.

C.       NRS 78.752.  Insurance and other financial arrangements against
         ----------
liability of directors, officers, employees and agents.

1. A corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.

2.       The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

(a)      The creation of a trust fund.

(b)      The establishment of a program of self-insurance.

(c)      The  securing  of its  obligation  of  indemnification  by  granting
a security  interest  or other lien on any assets of the corporation.

(d) The establishment of a letter of credit, guaranty or surety. No financial
arrangement made pursuant to this subsection may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or indemnification
ordered by a court.

<PAGE>

3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the board of directors, even if all or part of the other person's
stock or other securities is owned by the corporation.

4.       In the absence of fraud:

(a) The decision of the board of directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to this
section and the choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(b)      The insurance or other financial arrangement:

1.   Is not void or voidable; and

2.   Does not subject any director  approving it to personal  liability  for his
     action,  even if a director  approving  the  insurance  or other  financial
     arrangement  is  a  beneficiary   of  the  insurance  or  other   financial
     arrangement.

5.   A corporation or its subsidiary which provides self-insurance for itself or
     for another affiliated  corporation pursuant to this section is not subject
     to the provisions of Title 57 of the Nevada Revised Statutes.

6.   The Registrant,  with approval of the Registrant's Board of Directors,  has
     obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;


<PAGE>
(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.

(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) That, for 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
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information

(d) That 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.


<PAGE>
                                   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
authorize, in the City of Santee, California, on December 16, 2002.


               AMERICAN FIRE RETARDANT CORP.



               By /s/ Stephen F. Owens
               ---------------------------------------------------
               Stephen F. Owens, President






Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.


Signature                Title                                 Date

/s/ Raoul L. Carroll     Chief Executive Officer and Director  December 27, 2002
---------------------
    Raoul L. Carroll

/s/ Stephen F. Owens     President, Chief Financial Officer,   December 27, 2002
---------------------
    Stephen F. Owens     and Director

/s/ Angela M. Raidl      Vice President, Treasurer, Secretary  December 27, 2002
--------------------
    Angela M. Raidl      and Director




<PAGE>

                           EXHIBIT INDEX

         Exhibit No.       Description

         4.1               Non-Employee Directors and Consultants Retainer Stock
                           Plan for the Year 2002 No. 4
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel



<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                    under the
                             Securities Act of 1933

                          Commission File No. 000-26913

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

       Nevada                             2899                 88-03826245
(State or jurisdiction of      (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                     9316 Wheatlands Road, Suite C, Santee,
                        California 92071; (619) 258-3640
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

       Non-Employee Directors and Consultants Retainer Stock Plan for the
                                Year 2002 No. 4
                            (Full title of the Plans)

    Stephen F. Owens, 9316 Wheatlands Road, Suite C, Santee, California 92071
                      (Name and address of agent for service)

                                 (619) 258-3640
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee

--------------- ------------- -------------- ----------------- ----------------
Title of                      Proposed        Proposed maximum  Amount of
securities to   Amount to be  offering price  aggregate         registration
be registered   registered    per share (1)   price offering    fee
--------------- ------------- -------------- ----------------- ----------------
Common Stock    30,000,000    $0.03 (2)       $900,000          $82.80
--------------- ------------- -------------- ----------------- ----------------
Total           30,000,000                    $900,000          $82.80
--------------- ------------- -------------- ----------------- ----------------

1.   The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to Rule  457(h)  promulgated  pursuant  to the
     Securities Act of 1933.

2.   This Offering Price per Share is established  pursuant to the  Non-Employee
     Directors and Consultants  Retainer Stock Plan for the Year 2002 No. 4, set
     forth in Exhibit 4.1 to this Form S-8.
Part I
              Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

         See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act of 1933. The participants
shall be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

Part II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following are hereby incorporated by reference:

(a) The Registrant's latest annual report on Form 10-KSB for the fiscal year
ended December 31, 2001, filed on April 18, 2002, as amended on Form 10-KSB/A on
September 17, 2002.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the Form 10-KSB
referred to in (a) above.

(c) A description of the Registrant's securities contained in the Registration
Statement on Form 10-SB filed by the Registrant to register the common stock
under the Exchange Act, including all amendments filed for the purpose of
updating such common stock description.

         All documents subsequently filed 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.
Item 5.  Interest of Named Experts and Counsel.

         Other than as set forth below, no named expert or counsel was hired on
a contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the Securities
Act. The Nevada Revised Statutes allow a company to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

         Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

         The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

A.       NRS 78.7502.  Discretionary and mandatory indemnification of officers,
         -----------
directors, employees and agents: General provisions.

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

B.       NRS  78.751. Authorization required for discretionary indemnification;
         -----------
advancementof expenses;limitation on indemnification and advancementof expenses.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

(a)      By the stockholders;

(b)      By the board of directors by majority vote of a quorum  consisting  of
directors  who were not parties to the action,  suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel in a
written opinion; or

(d) If a quorum consisting of directors who were not parties to the action, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3.       The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.

C.       NRS 78.752.  Insurance and other financial arrangements against
         ----------
liability of directors, officers, employees and agents.

1. A corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.

2.       The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

(a)      The creation of a trust fund.

(b)      The establishment of a program of self-insurance.

(c)      The  securing  of its  obligation  of  indemnification  by  granting
a security  interest  or other lien on any assets of the corporation.

(d) The establishment of a letter of credit, guaranty or surety. No financial
arrangement made pursuant to this subsection may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or indemnification
ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the board of directors, even if all or part of the other person's
stock or other securities is owned by the corporation.

4.       In the absence of fraud:

(a) The decision of the board of directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to this
section and the choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(b)      The insurance or other financial arrangement:

1.   Is not void or voidable; and

2.   Does not subject any director  approving it to personal  liability  for his
     action,  even if a director  approving  the  insurance  or other  financial
     arrangement  is  a  beneficiary   of  the  insurance  or  other   financial
     arrangement.

5.   A corporation or its subsidiary which provides self-insurance for itself or
     for another affiliated  corporation pursuant to this section is not subject
     to the provisions of Title 57 of the Nevada Revised Statutes.

6.   The Registrant,  with approval of the Registrant's Board of Directors,  has
     obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the 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.

(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) That, for 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
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information

(d) That 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
authorize, in the City of Santee, California, on December 16, 2002.

               AMERICAN FIRE RETARDANT CORP.

               By /s/ Stephen F. Owens
               ---------------------------------------------------
               Stephen F. Owens, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                Title                                 Date

/s/ Raoul L. Carroll     Chief Executive Officer and Director  December 27, 2002
---------------------
    Raoul L. Carroll

/s/ Stephen F. Owens     President, Chief Financial Officer,   December 27, 2002
---------------------
    Stephen F. Owens     and Director

/s/ Angela M. Raidl      Vice President, Treasurer, Secretary  December 27, 2002
--------------------
    Angela M. Raidl      and Director
EXHIBIT INDEX

         Exhibit No.       Description

         4.1               Non-Employee Directors and Consultants Retainer Stock
                           Plan for the Year 2002 No. 4
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel