SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                         Date of Report            December 31, 2002

                           Tri Clean Enterprises Inc.
     -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Nevada                          0-33101                    n/a
-------------------------------  ---------------------  ---------------------
State or other jurisdiction          Commission File           IRS Employer
of incorporation)                          Number)        Identification No.)

               14 Pico Crescent, Thornhill, Ontario Canada L4J 8P4
           --------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code            905-731-0189

                 16 Julia Street, Thornhill, Ontario L3T 4R9
         ------------------------------------------------------------
        (Former name or former address, if changed since the last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
             Common Shares, $ .001 par value
      --------------------------------------------
                       (Title of Class)

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days:

                              Yes x     No
                                 -----     -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [x]

The issuer's revenues for the fiscal year ended December 31, 2002 were $  nil

     As of December 31, 2002, there were no shares of the issuer's common stock,
$ .001 par value,  outstanding held by  non-affiliates.  For the purpose of this
disclosure, shares of common stock held

<page>

by directors,  officers and stockholders whose ownership exceeds five percent of
the common  stock  outstanding  were  excluded.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect,  to direct or cause the  direction of management or policies
of the issuer,  or that such person is controlled by or under common  control of
the issuer.

DOCUMENTS INCORPORATED BY REFERENCE

See below.

Transitional Small Business Disclosure Format (check one):  Yes     No    x
                                                               ----    -----

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

     Tri Clean  Enterprises  Inc. (the "Company") was organized on June 4, 2001,
under the laws of the State of Nevada,  having the stated purpose of engaging in
any lawful activities.  The Company was formed with the contemplated  purpose to
offer a safe  and  permanent  solution  to the  destruction  of  Polychlorinated
Biphenyls  (PCB's) and other hazardous  wastes which have been eroding  Canada's
ecological base.

     The Company's mission is to offer an immediate,  safe, efficient,  complete
and economical  solution to the destruction of hazardous waste.  This technology
also has the inherent ability to generate 14,000 kw/h of electrical  energy. The
Company has secured the  exclusive  rights to the  MWP-2000  equipment,  for the
destruction of highly toxic PCB material. The MWP 2000 has successfully operated
previously in  Smithville,  Ontario in 1991,  Mississippi,  Arkansas,  Illinois,
Florida, etc.

COMPETITION

     In  Canada,  the main  focus of the  Company's  business  there  exists two
permanent incineration facilities for the treatment and destruction of PCB's and
other toxic waste. One is located in Swan Hills,  Alberta operated by Bovar Inc.
and the other is Bennett  Environmental,  which  operates  from  Saint-Ambroise,
Quebec.

EMPLOYEES

As of December 31, 2002, the Company has had no full time employees or managers.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company  has no leased or owned  premises.  At present  the Company is
using one of the director's premises at no cost for company business.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not engaged in any litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of security  holders during the fourth
quarter ended December 31, 2002.


<page>


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common shares,  par value $ .001 (the "Shares") are not being
traded on a stock market exchange at this time.

On December 31, 2002, there were 3 shareholders.

     The  Company  has  never  paid a  cash  dividend  and  does  not  presently
anticipate doing so in the foreseeable  future,  but expects to retain earnings,
if any, for use in its business for future expansion once profitable.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

     For the fiscal year ended December 31, 2002, there were no operations.  The
Company  has  been  using  only its  directors  and  officers  to  continue  its
operations  during this period and as such has been paying  these  officers  and
directors  with common stock of the Company.  During the year ended December 31,
2002, the Company did not make any payments.

FORWARD LOOKING STATEMENTS

     Except  for  the  historical  information  contained  herein,  the  matters
discussed in this report on Form 10-KSB and the Company's other periodic reports
and  other  documents  incorporated  by  reference  or  incorporated  herein  as
exhibits,  may  contain  forward-looking   statements  that  involve  risks  and
uncertainties.  The Company's actual results may differ  materially from results
discussed  in the  forward-looking  statements.  Factors that might cause such a
difference  include,  but  are not  limited  to,  general  economic  and  market
conditions,  and  the  ability  of the  Company  to  successfully  identify  and
thereafter consummate one or more acquisitions.


ITEM 7.   FINANCIAL STATEMENTS.

     The financial  statements  required by this Item are set forth at the pages
indicated in Item on page 12 of this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE.

None.







<page>



                                PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT.

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
Name                 Age          Position
-----                ---          --------
<S>                  <C>          <C>
John Caridi          50           Director and President

Angelo Scarangella   40           Director and Vice-President

</TABLE>

John Caridi

     Mr.  Caridi has  created and driven many  businesses  to success  from auto
racing teams to contract construction companies and manufacturing endeavors. For
over 29 years he has been the the founder and President of Orion  Contract Sales
where he has established  business ties with such companies as MDS Laboratories,
IBM, Bell Canada and St. Michael's Hospital.  During this period of time he also
owned from 1993 to 1995,  Caridi Racing Team which was sold and is now operating
under the name of Stewart Racing which races in the Indy Lite series.

Angelo Scarangella

     Mr. Scarangella is a founding member of Tri Clean Enterprises Inc. He has a
vast knowledge of managing several  successful  businesses.  His most recent has
been  operating  efficiently  for the last 10 years.  The  business  is  closely
associated with the automobile-customer  roadside services. Prior to this he was
the sole  owner of a  limousine  service,  servicing  exclusive  clientele.  Mr.
Scarangella's educational background is in the computer field.



<page>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Under  Federal  securities  laws,  the Company's  directors,  its executive
officers  and any  person  holding  more than 10% of the  Company's  Shares  are
required  to report  their  ownership  of such  Shares  and any  changes  in the
ownership  on Forms 3, 4, and 5 as the  case may be.  The  directors,  executive
officers and any qualifying shareholders will comply with such requirements once
the Shares of the Company are trading on a stock exchange.


ITEM 10.   EXECUTIVE COMPENSATION.

     At this time there is no set executive  compensation package for any of the
directors or officers of the Company since there are no operations to date.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

     The following table and notes thereto set forth  information  regarding the
beneficial  ownership of the Company's  Shares as of October 2, 2002 by (i) each
person known by the Company to be the  beneficial  owner of more than 5% of such
voting  security,  (ii) each  director of the Company,  and (iii) all  executive
officers and  directors  of the Company as a group.  The  percentages  have been
calculated by taking into account all Shares owned on the record date as well as
all such  Shares  with  respect  to which  such  person has the right to acquire
beneficial ownership at such date or within 60 days thereafter. Unless otherwise
indicated,  all persons listed below have sole voting and sole investment  power
over the Shares owned.
<TABLE>
<CAPTION>
Name of Address of                  Amount and Nature of       Percent of
Beneficial Owner                    Beneficial Ownership        Class
<S>                                      <C>                     <C>
John Caridi                         3,037,500    Common           75.0%
29 Hester Avenue
Ajax, Ontario
L4T 1A8

John Colonna                          506,250    Common          12.5%
44 Anthia Dr.
Toronto, Ontario
M9L 1 K5

Angelo Scarangello                    506,250   Common           12.5%
38 Elana Drive
Toronto, Ontario


All Executive Officers and Directors
as a Group(2 people)                3,543,750                    87.5%

</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On June 5, 2001,  4,050,000  shares  were  issued to the  founders in their
respective percentages outlined above.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

DOCUMENTS FILED WITH THIS REPORT

1.       Financial Statements

Independent Auditors' Report

Balance Sheets as of December 31, 2002 and December 31, 2001

Statements of Operations for the year ended December 31, 2002 and
           from Inception(June 4, 2001) to December 31, 2001

Statement of Stockholders' Equity from Inception(June 4, 2001) to
                                December 31, 2002

Statements of Cash Flows for the year ended December 31, 2002 and from
       Inception(June 4, 2001) to December 31, 2001

Notes to Financial Statements as of December 31, 2002

Financial Statement Schedules

     Financial  statement  schedules  have been  omitted  because  the  required
information  is  inapplicable  or because the  information  is  presented in the
financial statements or related notes.

2.       Exhibits

23       Consent of Independent Auditors

99       Certification in connection with the Sarbanes-Oxley Act of 2002

<PAGE>

                                                       EXHIBIT 99.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the Form  10-KSB of Tri Clean  Enterprises  Inc.  (the
"Company")  for the year ending  December 31, 2002 as filed with the  Securities
and  Exchange   Commission  on  the  date  hereof  (the  "Report"),   I,  Angelo
Scarangella,  Vice President of the Company,  certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  March 17, 2003                     By: /s/ Angelo Scarangello
                                             ---------------------------------
                                             Name:   Angelo Scarangello
                                             Title:  Vice President




<PAGE>

                                                     EXHIBIT 99.2

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the Form  10-KSB of Tri Clean  Enterprises  Inc.  (the
"Company")  for the year ending  December 31, 2002 as filed with the  Securities
and  Exchange  Commission  on the date hereof (the  "Report"),  I, John  Caridi,
President of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  March 17, 2003                     By: /s/ John Caridi
                                             ---------------------------------
                                             Name:   John Caridi
                                             Title:  President

EXHIBITS INCORPORATED BY REFERENCE

     The following exhibits were filed with the Company's Form 10SB dated August
2001 and are incorporated by reference.

         Exhibit 3(i).1             Articles of Incorporation filed June 4, 2001
         Exhibit 3(ii).1            By-Laws
         Exhibit 3(iii).1           Amendment to By-Laws
         Exhibit 3(iv)              Corporate Charter

<page>


SIGNATURES





REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter  ended  December
31, 2002.


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    By:            /s/  JOHN CARIDI
                                              -------------------------
                                              John Caridi, President

DATE:   March 17, 2003.

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:

SIGNATURES                  TITLE                                 DATE
------------------       ---------------                      ------------

/s/ JOHN CARIDI          Director, President               March 17, 2003
----------------------
John Caridi

/s/ Angelo Scarangello   Director,Vice-President           March 17, 2003
----------------------
Angelo Scarangello







<page>













                           TRI CLEAN ENTERPRISES INC.
                          (A Development Stage Company)


                              Financial Statements
                                December 31, 2002








<page>





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Tri Clean Enterprises Inc.


     We have audited the  accompanying  balance  sheet of Tri Clean  Enterprises
Inc. (A  Development  Stage  Company) as of December  31, 2002 and  December 31,
2001,  and the related  statement  of  operations,  cash  flows,  and changes in
stockholders'  equity for the year then ended from  inception  (June 4, 2001) to
December 31, 2001.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States Those  standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of Tri Clean Enterprises Inc.
at December 31, 2002 and December 31, 2001, and the results of their  operations
and their cash flows for the year then ended and from inception(June 4, 2001) to
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
January 15, 2003

<page>








                           Tri Clean Enterprises Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002


<TABLE>
                                                     2002        2001

ASSETS:
<S>                                                <C>         <C>
Current Assets:
  Cash                                             $   -       $   -
                                                    --------    -------
Total Current Assets                                   -           -
                                                    --------    -------
Other Assets
Incorporation Costs                                    -           -
                                                    --------    -------
Total Other Costs                                      -           -
                                                    --------    -------

TOTAL ASSETS                                       $   -       $   -
                                                    ========    =======


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Advance from shareholder                                545        545
                                                    -------     ------

TOTAL CURRENT LIABILITIES                               545        545
                                                    -------     ------

Stockholders' Equity:
  Preferred stock, $.001 par value, 10,000,000
   shares authorized: none outstanding                  -          -
  Common stock, $.001 par value, 90,000,000
   shares authorized, 4,050,000 shares issued and
    outstanding( 2001 - 4,050,000)                    4,050      4,050
  Deficit accumulated during the development stage   (4,595)    (4,595)
                                                   --------     ------

Total Stockholders' Equity                             (545)      (545)
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    -   $      -
                                                    =======    =======

</TABLE>



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

<page>


                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                                   From       From
                                                Inception  Inception
                                        Year     June 4,    June 4,
                                        Ended      2001      2001
                                        Dec 31,   to Dec     to Dec
                                         2002    31, 2001    31, 2002
<S>                                   <C>      <C>          <C>
INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                          -         -            -
Amortization Expense                       -         -            -
Administrative Expenses                    -      4,595        4,595
                                       ------   -------      -------
Total Operating Expenses                   -      4,595        4,595
                                       ------   -------      -------

Net Loss from Operations             $     -   $ (4,595)    $ (4,595)
                                      =======   =======      =======

Weighted average number of
  shares outstanding                4,050,000   4,050,000
                                    =========   =========

Net Loss Per Share                   $    -      $ (0.001)
                                      =======     =======


</TABLE>


















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

<page>


                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FROM INCEPTION(JUNE 4, 2001) TO DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
<S>               <C>        <C>       <C>        <C>            <C>
Balance - June 4,
  2001                       $    -    $    -     $     -        $     -

Stock issued for
  Services        4,050,000    4,050        -           -           4,050

Net loss for
  Period               -          -         -        (4,595)       (4,595)
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2001   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  December 31, 2002    -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2002   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)
                  =========   ======     =======    =======       =======


</TABLE>

















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


<page>

                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                                  From       From
                                                Inception  Inception
                                        Year     June 4,    June 4,
                                        Ended      2001      2001
                                        Dec 31,   to Dec    to Dec
                                         2002    31, 2001  31, 2002
<S>                                   <C>      <C>          <C>

Cash Flows From Operating Activities:
  Net (Loss)                           $   -    $ (4,595)  $   (4,595)
  Adjustments to reconcile net loss
    to net cash used in operating
      activities:
   Stock issued for services               -       4,050        4,050
   Changes in assets and liabilities:
    Increase in accounts payable           -         -            -
    Increase in Other Assets               -         -            -
                                        --------   -----      -------
                                           -       4,050        4,050
                                        --------   -----      -------

Net Cash Used in Operating Activities      -        (545)        (545)
                                        --------    -----     -------

Cash Flow From Financing Activities:
  Issuance of Common Stock                 -         -            -
  Advances from shareholder                -         545          545
                                        --------   -----      -------

  Net Cash Provided By Financing
        Activities                         -         545          545
                                        --------   -----      -------

Increase (Decrease) in Cash                -          -           -

Cash and Cash Equivalents - Beginning of
       period                              -          -           -
                                        --------   -----      -------

Cash and Cash Equivalents - End of
       period                          $   -      $   -     $     -
                                        ========    ======    =======

Supplemental Cash Flow Information:
  Interest paid                        $   -      $   -     $     -
                                        ========    ======    =======
  Taxes paid                           $   -      $   -     $     -
                                        ========    ======    =======

</TABLE>



The accompanying notes are an integral part of these financial statements.
<page>

                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 1 - General:

         Nature of Business

     Tri Clean  Enterprises  Inc.. (the  "Company") was  incorporated on June 4,
2001 under the laws of the State of Nevada.   The  Company's  primary  business
operations are to develop and engage in the removal of hazardous  waste material
from land sites. The Company is also searching for a viable entity upon which to
merge and/or acquire.  The Company intends on going public in order to raise the
funds required in order to fulfill its business objectives.

         The Company's fiscal year end is December 31.

Note 2 - Summary of Significant Accounting Policies

         Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

         Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United States.

         Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  accepted in the United States requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants  and  convertible  preferred  stock,  in  the  weighted-average  number
ofcommon shares outstanding for a period, if dilutive.  All potentially dilutive
securities  have been  excluded from the  computation,  as their effect is anti-
dilutive.
<PAGE>


                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 2 - Summary of Significant Accounting Policies(continued)

         Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 3 - Capital Stock Transactions

     The authorized capital common stock is 90,000,000 shares of common stock at
$.001 par value.  During the fiscal  year ended  December  31, 2001 the Company
issued 4,050,000 shares of common stock for services rendered in the amount of $
4,050.

Note 4 - Advance from Shareholder

     An  officer  of the  Company  advanced  cash to the  Company  for  start-up
incorporation costs of $545. This advance was unsecured,  bears no interest, and
is due on demand.


<PAGE>



                           Tri Clean Enterprises Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2002

Note 5 -Income Taxes

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for Any period because the Company has incurred  losses in all periods and
for all Jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $  4,595
  Valuation allowance for deferred tax assets              (4,595)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation  allowance.  As of December 31,
2002, the Company had net operating loss  carryforwards of approximately $ 4,595
for federal and state income tax purposes. These carryforwards,  if not utilized
to  offset  taxable  income  begin to  expire  in 2017.  Utilization  of the net
operating  loss may be  subject  to  substantial  annual  limitation  due to the
ownership change  limitations  provided by the Internal Revenue Code and similar
state  provisions.  The annual  limitation could result in the expiration of the
net operating loss before utilization.

Note 6 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
generated no revenues and current liabilities exceed current assets by $ 545.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed business and ultimately,  upon
its ability to attain future  profitable  operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


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                                                            EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Tri Clean Enterprises Inc.

     We consent to  incorporation  of our report dated  January 15, 2003, of the
balance  sheets of Tri Clean  Enterprises  Inc..  as of  December  31,  2002 and
December 31, 2001 and the related statements of operations, stockholders' equity
and cash  flows for the year  then  ended and from  inception(June  4,  2001) to
December 31, 2002,  which report  appears in the December 31, 2002 annual report
on Form 10- KSB of Tri Clean Enterprises Inc.


Michael Johnson & Co. LLP
Dated: January 19, 2003.