<PAGE>
   As filed with the Securities and Exchange Commission on September 20, 2002


                       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                                         88-03826245
----------------------------               -------------------------------------
Jurisdiction of Incorporation              I.R.S. Employer Identification Number

                                9337  Bond  Avenue
                           El  Cajon,  California  92921
                                 (619)  390-6880

                    (Address  of  principal  executive  offices)

                    Compensation  and  Consulting  Agreements
           -----------------------------------------------------------
                            (Full  title  of  the  Plan)

                                STEPHEN  F.  OWENS
                          AMERICAN  FIRE  RETARDANT  CORP.
                                9337  Bond  Avenue
                           El  Cajon,  California  92921
                            (619)  390-6880  telephone
                            (619)  390-6889  facsimile


                                 WITH  A  COPY  TO:
                              GREGORY  BARTKO,  ESQ.
                       Law  Office  of  Gregory  Bartko,  P.C.
                           3475  Lenox  Road,  Suite  400
                             Atlanta,  Georgia  30326
                                 (404)  238-0550



                        CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>

<S>                                  <C>           <C>                <C>                 <C>

                                     Amount to be  Proposed Maximum   Proposed Maximum      Amount of
 Title of Each Class of Securities     Registered    Offering Price   Aggregate Offering   Registration
          to be Registered                (1)          Per Share            Price              Fee
-------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value(1)       7,000,000      $0.05(2)          $350,000           $32.25
-------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


1) Represents  shares  issued  pursuant  to  consulting  agreements  for
continued  services  by  officers,  attorneys,  directors  and  consultants
to  the  Registrant.

2) For the purpose of calculating the registration fee only. Pursuant to Rule
457(c) and 457(h) under the Securities Act of 1933, as amended, the proposed
maximum offering price per share is based on the average of the bid and asked
price per share of common stock of the registrant's common stock, as reported on
the Over-the-Counter Electronic Bulletin Board maintained by the NASD on
September 19, 2002.

           PART  I  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     Plan Information.

     The Registrant has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
officers, directors, certain employees and consultants, the Registrant has
prepared this Form S-8 registration statement to provide for the issuance of
shares, as described below.

     The Registrant has agreed to issue 7,000,000 shares for past services
provided by its officers, directors, certain employees and consultants and to
provide for continued services to the Registrant.

ITEM  2.     Registrant Information and Employee Plan Annual Information.

     The  Registrant  shall  provide  the  officers,  directors,  employees
and  consultants,  without  charge  upon  their  written  or  oral  request, the
documents  incorporated  by  reference  herein  in  Item  3  of  Part  II  of
this  Registration  Statement.  The  Registrant  shall  also  provide  the
officers,  directors,  employees  and  consultants,  without  charge, upon their
written  or  oral  request, with all other documents required to be delivered to
such  persons  pursuant to Rule 428(b) under the Act.  Any and all such requests
shall  be  directed  to  the Registrant at its place of business as reflected in
this  Registration  Statement.

     The documents containing the information required to be included in Part I
Of this Registration Statement will be given or sent to such officers,
directors, employees and consultants as specified by Rule 428.

           PART  II  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  Incorporation of Documents by References.

     The  following  Documents  filed by the Registrant ("the Company") with the
Securities  and  Exchange  Commission  are  incorporated  by reference into this
Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
December  31, 2001 and its Form 10-KSB/A for that same period filed on September
17,  2002;

                                        2
<PAGE>

     (2)  The  Company's Quarterly Reports filed on Forms 10-QSB for the periods
ended  March  31,  2002; and June 30, 2002 and its Forms 10-QSB/A for those same
periods  filed  on  September  17,  2002;  and

     (3)  All  other  documents  filed  by  the  Company  after the date of this
Registration  Statement  under Section 13(a) or 15(d) of the Securities Exchange
Act  of  1934,  since  the  end  of the fiscal year covered by the annual report
referred  to  in  (1)  above.

ITEM  4.  Description of Securities.

     The  Company's  authorized capital consists of 100,000,000 shares of common
stock,  par  value  $0.001  per  share.

                                  Common Stock

     Holders of the common stock are entitled to one vote for each whole share
on all matters to be voted upon by shareholders, including the election of
directors. Holders of common stock do not have cumulative voting rights in the
election of directors. All shares of common stock are equal to each other with
respect to liquidation and dividend rights. Holders of the common stock are
entitled to receive dividends if and when declared by the registrant's board of
directors out of funds legally available therefor under Nevada state law. In the
event of the liquidation of the registrant, all assets available for
distribution to the holders of the common stock are distributable among them
according to their respective holdings. Holders of the common stock have no
preemptive rights to purchase any additional, unissued shares of common stock.
All of the outstanding shares of common stock of the registrant are fully paid
and non-assessable.

     Under the Registrant's articles of incorporation, as amended, and pursuant
To the Nevada Revised Statutes, the registrant's articles of amendment may be
amended by the board of directors without shareholder approval as to certain
types of amendments. This includes amendments increasing or reducing the
authorized capital stock of the Company and increasing or reducing the par value
of its shares. The ability of the Registrant to amend its articles of
incorporation without shareholder approval could have the effect of delaying,
deterring or preventing a change in control of the registrant without any
further action by the shareholders, including but not limited to a tender offer
to purchase the common stock at a premium over then current market prices.

     Under Nevada state law, majority and controlling shareholders generally
have certain fiduciary responsibilities to the minority shareholders.
Shareholder action must be taken in good faith and actions by controlling
shareholders that are obviously unreasonable may be declared null and void.


ITEM  5.  Interest of Named Experts and Counsel.

Gregory Bartko, Esq., of the Law Office of Gregory Bartko, P.C., has provided
legal services and advice to the Company in connection with a variety of
corporate and securities matters, including the preparation and filing of this
Registration Statement, the Registrant's compliance with the periodic reporting
requirements of the Securities Exchange Act of 1934, advice to the Registrant in
connection with various mergers and acquisition opportunities available to the
Registrant and general financial consulting and advice on a variety of matters.
This Registration Statement and the prospectus that is a part of this
Registration Statement registers shares of our common stock under the terms of
our consulting agreements entered into with our counsel. Prior to the date this
Registration Statement was filed with the Commission, Mr. Bartko received shares
of the Registrant's common stock as partial compensation for his services
rendered before the date of his consulting agreement As of the date this
Registration Statement is filed with the Commission, Mr. Bartko

                                        3

<PAGE>


beneficially owns 30,000 shares of the Registrant's common stock. Neither Mr.
Bartko, nor his law firm, have been employed on a contingent basis at anytime.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

   Section  78.7502  of  the  Nevada  Revised  Statutes  provides:

      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.

                                        4

<PAGE>


     The foregoing indemnification provisions are broad enough to encompass
Certain liabilities of directors and officers of Company under the Securities
and Exchange Act of 1933.


ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable.

ITEM  8.  EXHIBITS.

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

4.0         Articles  of  Incorporation  of the Registrant as amended on January
            16,  2002.**

5.0         Opinion  of  the  Law  Office  of  Gregory  Bartko,  P.C.  as to the
            authorization  and  issuance  of  the  shares  being  registered.

24.0        Consent  of  Gregory  Bartko,  Esq.  (included  in  Exhibit  5)

24.1        Consent  of  HJ  Associates  &  Consultants,  LLP,  Certified Public
            Accountants.

24.2        Power  of  Attorney*

*    Included  on  the  signature  page.
**   Incorporated  by reference from the Registrant's Form 10-KSB filed with the
     Commission  on April 18, 2002 and as thereafter amended on Form 10-KSB/A on
     September  17,  2002.

ITEM  9.  UNDERTAKINGS.

(1)  The  undersigned  Registrant  hereby  undertakes:

      (a)  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  the  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  the  Registration  Statement;  and

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

                                        5

<PAGE>


         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 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)  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 Commission such indemnification is against public policy as
      expressed  in the Securities Act of 1933 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.

                                        6
<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
requirements  for  filing this Post-Effective Amendment on Form S-8 and has duly
caused  this post-Effective Amendment to the Registration Statement to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly authorized, in El Cajon,
California  on  the  20th the  day  of  September,  2002.

                                         AMERICAN  FIRE  RETARDANT  CORP.


                                      By: /s/  Stephen F. Owens
                                         -------------------------------
                                         Stephen F. Owens, President and
                                         Chairman of the Board

     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.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
Appears below constitutes an appoints Stephen F. Owens as his or her true and
lawful attorney-in-fact and agent, with full power of substitution for him or
her in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all

                                        7
<PAGE>


intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all that said attorneys-in-fact and agents, or any of them, or their
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>

Signature                              Title                         Date
----------                     ----------------------           --------------
<S>                            <C>                               <C>

/s/ Stephen  F.  Owens         Chairman  of  the Board,         September 20, 2002
---------------------------    President,  and
Stephen  F.  Owens             Director


/s/ Stephen  F.  Owens         Chief  Financial Officer,        September 20, 2002
---------------------------    and  Chief  Operating  Officer
Stephen  F.  Owens


/s/ Angela  M.  Raidl          Principal  Accounting Officer,   September 20, 2002
---------------------------    Secretary/Treasurer,  Director
Angela  M.  Raidl


/s/ Raoul  L.  Carroll         Chief  Executive Officer and     September 20, 2002
---------------------------    Director
Raoul  L.  Carroll


                                        8
</TABLE>
<PAGE>


                                INDEX  TO  EXHIBITS


4.0         Articles  of  Incorporation  of the Registrant as amended on January
            16,  2002.**

5.0         Opinion  of  the  Law  Office  of  Gregory  Bartko,  P.C.  as to the
            authorization  and  issuance  of  the  shares  being  registered.

24.0        Consent  of  Gregory  Bartko,  Esq.  (included  in  Exhibit  5)

24.1        Consent  of  HJ  Associates  &  Consultants,  LLP,  Certified Public
            Accountants.

24.2        Power  of  Attorney*


                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 22459}]
{"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": "333-99903", "film-number": "02768775"}, "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 September 20, 2002

                       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                                         88-03826245
----------------------------               -------------------------------------
Jurisdiction of Incorporation              I.R.S. Employer Identification Number

                                9337  Bond  Avenue
                           El  Cajon,  California  92921
                                 (619)  390-6880

                    (Address  of  principal  executive  offices)

                    Compensation  and  Consulting  Agreements
           -----------------------------------------------------------
                            (Full  title  of  the  Plan)

                                STEPHEN  F.  OWENS
                          AMERICAN  FIRE  RETARDANT  CORP.
                                9337  Bond  Avenue
                           El  Cajon,  California  92921
                            (619)  390-6880  telephone
                            (619)  390-6889  facsimile

                                 WITH  A  COPY  TO:
                              GREGORY  BARTKO,  ESQ.
                       Law  Office  of  Gregory  Bartko,  P.C.
                           3475  Lenox  Road,  Suite  400
                             Atlanta,  Georgia  30326
                                 (404)  238-0550

                        CALCULATION OF REGISTRATION FEE
================================================================================
Amount to be  Proposed Maximum   Proposed Maximum      Amount of
 Title of Each Class of Securities     Registered    Offering Price   Aggregate Offering   Registration
          to be Registered                (1)          Per Share            Price              Fee
-------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value(1)       7,000,000      $0.05(2)          $350,000           $32.25
-------------------------------------------------------------------------------------------------------
1) Represents  shares  issued  pursuant  to  consulting  agreements  for
continued  services  by  officers,  attorneys,  directors  and  consultants
to  the  Registrant.

2) For the purpose of calculating the registration fee only. Pursuant to Rule
457(c) and 457(h) under the Securities Act of 1933, as amended, the proposed
maximum offering price per share is based on the average of the bid and asked
price per share of common stock of the registrant's common stock, as reported on
the Over-the-Counter Electronic Bulletin Board maintained by the NASD on
September 19, 2002.

           PART  I  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     Plan Information.

     The Registrant has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
officers, directors, certain employees and consultants, the Registrant has
prepared this Form S-8 registration statement to provide for the issuance of
shares, as described below.

     The Registrant has agreed to issue 7,000,000 shares for past services
provided by its officers, directors, certain employees and consultants and to
provide for continued services to the Registrant.

ITEM  2.     Registrant Information and Employee Plan Annual Information.

     The  Registrant  shall  provide  the  officers,  directors,  employees
and  consultants,  without  charge  upon  their  written  or  oral  request, the
documents  incorporated  by  reference  herein  in  Item  3  of  Part  II  of
this  Registration  Statement.  The  Registrant  shall  also  provide  the
officers,  directors,  employees  and  consultants,  without  charge, upon their
written  or  oral  request, with all other documents required to be delivered to
such  persons  pursuant to Rule 428(b) under the Act.  Any and all such requests
shall  be  directed  to  the Registrant at its place of business as reflected in
this  Registration  Statement.

     The documents containing the information required to be included in Part I
Of this Registration Statement will be given or sent to such officers,
directors, employees and consultants as specified by Rule 428.

           PART  II  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  Incorporation of Documents by References.

     The  following  Documents  filed by the Registrant ("the Company") with the
Securities  and  Exchange  Commission  are  incorporated  by reference into this
Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
December  31, 2001 and its Form 10-KSB/A for that same period filed on September
17,  2002;

                                        2
(2)  The  Company's Quarterly Reports filed on Forms 10-QSB for the periods
ended  March  31,  2002; and June 30, 2002 and its Forms 10-QSB/A for those same
periods  filed  on  September  17,  2002;  and

     (3)  All  other  documents  filed  by  the  Company  after the date of this
Registration  Statement  under Section 13(a) or 15(d) of the Securities Exchange
Act  of  1934,  since  the  end  of the fiscal year covered by the annual report
referred  to  in  (1)  above.

ITEM  4.  Description of Securities.

     The  Company's  authorized capital consists of 100,000,000 shares of common
stock,  par  value  $0.001  per  share.

                                  Common Stock

     Holders of the common stock are entitled to one vote for each whole share
on all matters to be voted upon by shareholders, including the election of
directors. Holders of common stock do not have cumulative voting rights in the
election of directors. All shares of common stock are equal to each other with
respect to liquidation and dividend rights. Holders of the common stock are
entitled to receive dividends if and when declared by the registrant's board of
directors out of funds legally available therefor under Nevada state law. In the
event of the liquidation of the registrant, all assets available for
distribution to the holders of the common stock are distributable among them
according to their respective holdings. Holders of the common stock have no
preemptive rights to purchase any additional, unissued shares of common stock.
All of the outstanding shares of common stock of the registrant are fully paid
and non-assessable.

     Under the Registrant's articles of incorporation, as amended, and pursuant
To the Nevada Revised Statutes, the registrant's articles of amendment may be
amended by the board of directors without shareholder approval as to certain
types of amendments. This includes amendments increasing or reducing the
authorized capital stock of the Company and increasing or reducing the par value
of its shares. The ability of the Registrant to amend its articles of
incorporation without shareholder approval could have the effect of delaying,
deterring or preventing a change in control of the registrant without any
further action by the shareholders, including but not limited to a tender offer
to purchase the common stock at a premium over then current market prices.

     Under Nevada state law, majority and controlling shareholders generally
have certain fiduciary responsibilities to the minority shareholders.
Shareholder action must be taken in good faith and actions by controlling
shareholders that are obviously unreasonable may be declared null and void.

ITEM  5.  Interest of Named Experts and Counsel.

Gregory Bartko, Esq., of the Law Office of Gregory Bartko, P.C., has provided
legal services and advice to the Company in connection with a variety of
corporate and securities matters, including the preparation and filing of this
Registration Statement, the Registrant's compliance with the periodic reporting
requirements of the Securities Exchange Act of 1934, advice to the Registrant in
connection with various mergers and acquisition opportunities available to the
Registrant and general financial consulting and advice on a variety of matters.
This Registration Statement and the prospectus that is a part of this
Registration Statement registers shares of our common stock under the terms of
our consulting agreements entered into with our counsel. Prior to the date this
Registration Statement was filed with the Commission, Mr. Bartko received shares
of the Registrant's common stock as partial compensation for his services
rendered before the date of his consulting agreement As of the date this
Registration Statement is filed with the Commission, Mr. Bartko

                                        3
beneficially owns 30,000 shares of the Registrant's common stock. Neither Mr.
Bartko, nor his law firm, have been employed on a contingent basis at anytime.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

   Section  78.7502  of  the  Nevada  Revised  Statutes  provides:

      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.

                                        4
The foregoing indemnification provisions are broad enough to encompass
Certain liabilities of directors and officers of Company under the Securities
and Exchange Act of 1933.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable.

ITEM  8.  EXHIBITS.

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

4.0         Articles  of  Incorporation  of the Registrant as amended on January
            16,  2002.**

5.0         Opinion  of  the  Law  Office  of  Gregory  Bartko,  P.C.  as to the
            authorization  and  issuance  of  the  shares  being  registered.

24.0        Consent  of  Gregory  Bartko,  Esq.  (included  in  Exhibit  5)

24.1        Consent  of  HJ  Associates  &  Consultants,  LLP,  Certified Public
            Accountants.

24.2        Power  of  Attorney*

*    Included  on  the  signature  page.
**   Incorporated  by reference from the Registrant's Form 10-KSB filed with the
     Commission  on April 18, 2002 and as thereafter amended on Form 10-KSB/A on
     September  17,  2002.

ITEM  9.  UNDERTAKINGS.

(1)  The  undersigned  Registrant  hereby  undertakes:

      (a)  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  the  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  the  Registration  Statement;  and

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

                                        5
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 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)  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 Commission such indemnification is against public policy as
      expressed  in the Securities Act of 1933 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.

                                        6
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
requirements  for  filing this Post-Effective Amendment on Form S-8 and has duly
caused  this post-Effective Amendment to the Registration Statement to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly authorized, in El Cajon,
California  on  the  20th the  day  of  September,  2002.

                                         AMERICAN  FIRE  RETARDANT  CORP.

                                      By: /s/  Stephen F. Owens
                                         -------------------------------
                                         Stephen F. Owens, President and
                                         Chairman of the Board

     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.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
Appears below constitutes an appoints Stephen F. Owens as his or her true and
lawful attorney-in-fact and agent, with full power of substitution for him or
her in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all

                                        7
intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all that said attorneys-in-fact and agents, or any of them, or their
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature                              Title                         Date
----------                     ----------------------           --------------
/s/ Stephen  F.  Owens         Chairman  of  the Board,         September 20, 2002
---------------------------    President,  and
Stephen  F.  Owens             Director

/s/ Stephen  F.  Owens         Chief  Financial Officer,        September 20, 2002
---------------------------    and  Chief  Operating  Officer
Stephen  F.  Owens

/s/ Angela  M.  Raidl          Principal  Accounting Officer,   September 20, 2002
---------------------------    Secretary/Treasurer,  Director
Angela  M.  Raidl

/s/ Raoul  L.  Carroll         Chief  Executive Officer and     September 20, 2002
---------------------------    Director
Raoul  L.  Carroll

                                        8
INDEX  TO  EXHIBITS

4.0         Articles  of  Incorporation  of the Registrant as amended on January
            16,  2002.**

5.0         Opinion  of  the  Law  Office  of  Gregory  Bartko,  P.C.  as to the
            authorization  and  issuance  of  the  shares  being  registered.

24.0        Consent  of  Gregory  Bartko,  Esq.  (included  in  Exhibit  5)

24.1        Consent  of  HJ  Associates  &  Consultants,  LLP,  Certified Public
            Accountants.

24.2        Power  of  Attorney*

                                        9