<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                  88-0386245
   (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 2003 NO.1
                            (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
<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                           Proposed maximum
 Title of securities to       Amount to be         Proposed offering      aggregate offering          Amount of
     be registered             registered         price per share (1)            price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                    <C>                    <C>                   <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
      Common Stock             50,000,000              $0.007 (2)              $350,000                $32.20
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
         Total                 50,000,000                                      $350,000                $32.20
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

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 2003 No. 1, 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.

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

                                        2

<PAGE>

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.

                                       3
<PAGE>

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

                                       4
<PAGE>

                        (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


                                       5
<PAGE>

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 January 29, 2003.


                                            AMERICAN FIRE RETARDANT CORP.



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


                                       6
<PAGE>



         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.
<TABLE>
<CAPTION>

          Signature                            Title                         Date
          ---------                            -----                         ----
<S>                                    <C>                                   <C>
     /s/ Raoul L. Carroll        Chief Executive Officer and            January 28, 2003
---------------------------      Director
         Raoul L. Carroll

     /s/ Stephen F. Owens        President, Chief Financial Officer,    January 28, 2003
---------------------------      and Director
         Stephen F. Owens

    /s/ Angela M. Raidl          Vice President, Treasurer, Secretary   January 28, 2003
---------------------------      and Director
        Angela M. Raidl
</TABLE>




                                       7
<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


   EXHIBIT NO.                        DESCRIPTION
   -----------                        -----------
<S>                     <C>
       4.1               Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003 No. 1
       5                 Opinion Re: Legality
       23.1              Consent of Accountants
       23.2              Consent of Counsel
</TABLE>



                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24249}]
{"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": "333-102822", "film-number": "03531166"}, "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"}}
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                  88-0386245
   (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 2003 NO.1
                            (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
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                           Proposed maximum
 Title of securities to       Amount to be         Proposed offering      aggregate offering          Amount of
     be registered             registered         price per share (1)            price            registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
      Common Stock             50,000,000              $0.007 (2)              $350,000                $32.20
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
         Total                 50,000,000                                      $350,000                $32.20
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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 2003 No. 1, 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

                                        2
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.

                                       3
B. NRS 78.751. Authorization required for discretionary indemnification;
           -----------
advancement  of expenses;  limitation  on  indemnification  and  advancement  of
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.

                                       4
(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

                                       5
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 January 29, 2003.

                                            AMERICAN FIRE RETARDANT CORP.

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

                                       6
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            January 28, 2003
---------------------------      Director
         Raoul L. Carroll

     /s/ Stephen F. Owens        President, Chief Financial Officer,    January 28, 2003
---------------------------      and Director
         Stephen F. Owens

    /s/ Angela M. Raidl          Vice President, Treasurer, Secretary   January 28, 2003
---------------------------      and Director
        Angela M. Raidl
7
EXHIBIT INDEX
EXHIBIT NO.                        DESCRIPTION
   -----------                        -----------
4.1               Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003 No. 1
       5                 Opinion Re: Legality
       23.1              Consent of Accountants
       23.2              Consent of Counsel
8