UNITED STATES
             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

         FOR THE FISCAL YEAR ENDED February 28, 2003


COMMISSION FILE NUMBER 000-49815


                    SUPERIORCLEAN, INC.
               -----------------------------
      (Name of Small Business Issuers in its charter)


          NEVADA                        88-0492605
     ----------------                 ---------------
(State of other jurisdiction         (I.R.S. Employer
             of                   Identification Number)
incorporation or organization


0011-123 St. NW, Suite 2303                N7V 1X4
   Edmonton, Alberta, Canada
-------------------------------            ----------
(Address of Principal Executive            (Zip Code)
           Offices)


Registrant's telephone number, including area code: (519) 541-1564


SECURITIES  REGISTERED  PURSUANT TO  SECTION  12(g)  OF  THE
SECURITIES EXCHANGE ACT OF 1934:

            COMMON STOCK, PAR VALUE $0.001 PER SHARE

Indicate by check mark whether we: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that
we were required to file such reports), and (2) has been subject
to such filing requirements for past 90 days. Yes [X] No [ ]




                             -i-




Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-K is not contained in this
form, and no disclosure will be contained, to the best of our
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [] No [ X]

The number of shares of our common stock outstanding as of
February 28, 2003 was 8,176,500. The aggregate market value
of our common stock held by non-affiliates of us as of June
1, 2003 was $182,116.
..

                  DOCUMENTS INCORPORATED BY REFERENCE

If  the  following documents are incorporated by  reference,
briefly describe them and identify the part of the Form  10-
KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2)
any  proxy  or information statement; and (3) any prospectus
filed  pursuant to Rule 424(b) or (c) of the Securities  Act
of  1933 ("Securities Act").  The listed documents should be
clearly described for identification purposes (e.g.,  annual
report  to  security holders for fiscal year ended  December
24, 1990):

Form  8-K, filed March 5, 2003, incorporated in Part I, Item
1 and Part III, Item 12.

Transitional Small Business Disclosure Format (Check one):
Yes [  ] No [X]
















                            -ii-








FORWARD LOOKING STATEMENTS                                            3

PART I                                                                3

 ITEM 1.  BUSINESS.                                                   3
 ITEM 2.  DESCRIPTION OF PROPERTY                                     6
 ITEM 3.  LEGAL PROCEEDINGS                                           6
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         6

PART II                                                               7

 ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS    7
 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION   7
 ITEM 7.  FINANCIAL STATEMENTS                                        8
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 ACCOUNTING AND FINANCIAL DISCLOSURE                                  8

PART III                                                              9

 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND  CONTROL
 PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE  EXCHANGE ACT          9
 ITEM 10.  EXECUTIVE COMPENSATION                                    10
 ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
 HOLDERS                                                             10
 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            11
 ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                          11
 ITEM 14.  CONTROLS AND PROCEDURES                                   11

























                            -iii-





                 FORWARD LOOKING STATEMENTS

     This  Annual Report contains forward-looking statements
about  our business, financial condition and prospects  that
reflect  our management's assumptions and beliefs  based  on
information  currently available. We can give  no  assurance
that  the  expectations  indicated by  such  forward-looking
statements  will  be  realized.  If any of  our  assumptions
should  prove  incorrect,  or  if  any  of  the  risks   and
uncertainties    underlying   such    expectations    should
materialize, Winfield's actual results may differ materially
from those indicated by the forward-looking statements.

     The  key  factors that are not within our  control  and
that may have a direct bearing on operating results include,
but  are  not  limited to, acceptance of our  services,  our
ability to expand its customer base, managements' ability to
raise  capital in the future, the retention of key employees
and changes in the regulation of our industry.

     There  may  be  other  risks  and  circumstances   that
management  may  be unable to predict.  When  used  in  this
Report,  words such as,  "believes,"  "expects,"  "intends,"
"plans," "anticipates,"  "estimates" and similar expressions
are   intended   to  identify  and  qualify  forward-looking
statements,  although  there may be certain  forward-looking
statements  not  accompanied by such expressions.   However,
the  forward-looking  statements contained  herein  are  not
covered  by the safe harbors created by Section 21E  of  the
Securities Exchange Act of 1934.

PART I

ITEM 1.  BUSINESS.

Effective February 25, 2003, SuperiorClean sold its
operations to the owner of Superior Carpet Care.  Superior
Clean paid $10,000 cash, issued a 90 day, zero interest note
payable in the amount of $140,000 and transferred all of its
assets and liabilities to the owner of Superior Carpet Care.
The owner of Superior Carpet Care returned 6,200,000 shares
of SuperiorClean common stock to SuperiorClean.
SuperiorClean canceled these shares when returned.

Additional information concerning this transaction is set
forth in Form 8-K, filed March 5, 2003, incorporated herein
by reference.

We are currently developing a new business plan.

Employees

     We presently have no employees. Our president is are
engaged in outside business activities and he anticipates
that he each will devote to our business only between five
and ten hours per week until we implement a new business
plan. We expect no significant changes in the number of our
employees other than such changes, if any, incident to
implementation of a new business plan.




                             -3-





RISK FACTORS

Because we have no active operations, revenue or assets,
there is a risk that we will be unable to execute our
business plan.

We currently have no significant assets, revenues or
financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least
until we implement a new business plan. This may result in
our incurring a net operating loss that will increase
continuously until we can implement a new business plan.  We
may not be able to implement our new business plan.


Management only devotes a limited amount of time to our
business which may adversely impact our ability to implement
our business plan.

While implementing our new business plan, management
anticipates devoting no more than five to ten hours per
week. None of our officers have entered into written
employment agreements with us and none is expected to do so
in the foreseeable future. This limited commitment may
adversely impact our ability to implement a new business
plan.


The availability of our shares for sale could adversely
affect our share price as there is a risk our current
shareholders could sell a sufficient volume of shares to
lower the share price.

The 6,500,000 shares of our Common Stock presently issued
and outstanding as of the date hereof are held by our
promoters or affiliates, are "restricted securities" as that
term is defined under the Securities Act and in the future
may be sold only pursuant to Rule 144 of the Securities Act.
The remainder of our shares are held by non-affiliates and
can currently be resold without restrictions.  There is a
risk that any such sales would have a depressive effect on
the market price of our securities

Our officer, director and principal stockholders can exert
control over matters requiring stockholder approval.

Our executive officer, director and holders of 5% or more of
our outstanding common stock beneficially own approximately
67.8% of our outstanding common stock. They will be able to
significantly influence all matters requiring approval by
our stockholders, including the election of directors and
the approval of significant corporate transactions. This
concentration of ownership may also have the effect of
delaying, deterring or preventing a change in control and
may make some transactions more difficult or impossible
without the support of these stockholders.




                             -4-





Because our common stock is considered a penny stock, any
investment in our common stock is considered a high-risk
investment and is subject to restrictions on marketability;
you may be unable to sell your shares.

We are subject to the penny stock rules adopted by the
Securities and Exchange Commission that require brokers to
provide extensive disclosure to its customers prior to
executing trades in penny stocks as our stock trades at less
than $5.00 per share. These disclosure requirements may
cause a reduction in the trading activity of our common
stock, which in all likelihood would make it difficult for
our shareholders to sell their securities. For additional
details concerning the disclosure requirements under the
penny stock rules, see the section entitled Penny Stock
Considerations below.

Certain Nevada Corporation law provisions could prevent a
potential takeover of us which could adversely affect the
market price of our common stock or deprive you of a premium
over the market price.

We are incorporated in the State of Nevada. Certain
provisions of Nevada corporation law could adversely affect
the market price of our common stock. Because Nevada
corporation law requires board approval of a transaction
involving a change in our control, it would be more
difficult for someone to acquire control of us. Nevada
corporate law also discourages proxy contests making it more
difficult for you and other shareholders to elect directors
other than the candidates nominated by our board of
directors.   Further, a person or group who owns 10% or more
of our outstanding voting stock, including rights to acquire
stock, or a person who is an affiliate or associate of us
and who was the owner of 10% or more of our voting stock at
any time within three years immediately prior to the date in
question is prohibited from certain takeover activities.
Our articles and by-laws do not contain similar provisions.

We are authorized to issue preferred stock which, if issued,
may adversely affect or reduce the market price of our
common stock.

Our directors are authorized by our articles of
incorporation to issue shares of preferred stock without the
consent of our shareholders. Our preferred stock, when
issued, may rank senior to common stock with respect to
payment of dividends and amounts received by shareholders
upon liquidation, dissolution or winding up. Our directors
will set such preferences. The issuance of such preferred
shares and the preferences given the preferred shares, do
not need the approval of our shareholders. The existence of
rights, which are senior to common stock, may reduce the
price of our common shares. We do not have any plans to
issue any shares of preferred stock at this time.




                             -5-





ITEM 2.  DESCRIPTION OF PROPERTY

Our principal executive offices are located at the residence
of our president at 0011-123 St. NW, Suite 2303, Edmonton,
Alberta, Canada N7V 1X4.  Our telephone number, including
area code is (519) 541-1564.  No rent is charged.

We believe that our facilities are adequate to meet our
current needs. However, as we begin to implement our
business plan, we will need to locate our headquarters
office space.  We anticipate such facilities are available
to meet our development and expansion needs in existing and
projected target markets for the foreseeable future.  Our
offices are in good condition and are sufficient to conduct
our operations.

We do not intend to renovate, improve, or develop
properties.  We are not subject to competitive conditions
for property and currently have no property to insure.  We
have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to
investments in real estate mortgages.  Further, we have no
policy with respect to investments in securities of or
interests in persons primarily engaged in real estate
activities.

ITEM 3.  LEGAL PROCEEDINGS

We  are not currently involved in any legal proceedings  nor
do we have knowledge of any threatened litigation.

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

There was no vote of securities holders in fiscal year ended
February 28, 2003.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's common stock became quoted on the over the
counter bulletin board under the symbol SUCN on December 10,
2002

High and Low Sales Prices for each quarter within the last
two fiscal years during which share prices quoted.*




                             -6-






                 HIGH                 LOW
          (Price per Share $) (Price per Share $)

Feb 03          $.07                 $.05

* The quotations reflect inter-dealer prices, without mark-
up, mark-down or commission and may not represent actual
transactions.

Holders

The number of recorded holders of the Company's common stock
as of June 1, 2003 is approximately 100.

Dividends

The Company has never paid cash dividends on its common
stock and does not intend to do so in the foreseeable future.
The Company currently intends to retain any earnings for the
operation and development of its business.

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

Forward Looking Statements

Some  of  the statements contained in this Form 10-KSB  that
are  not  historical facts are "forward-looking  statements"
which  can be identified by the use of terminology  such  as
"estimates,"  "projects,"  "plans,"  "believes,"  "expects,"
"anticipates,"   "intends,"  or  the   negative   or   other
variations, or by discussions of strategy that involve risks
and  uncertainties.   We  urge you to  be  cautious  of  the
forward-looking statements, that such statements, which  are
contained  in this Form 10-KSB, reflect our current  beliefs
with  respect to future events and involve known and unknown
risks,   uncertainties  and  other  factors  affecting   our
operations, market growth, services, products and  licenses.
No  assurances  can  be given regarding the  achievement  of
future results, as actual results may differ materially as a
result  of  the risks we face, and actual events may  differ
from  the  assumptions underlying the statements  that  have
been  made regarding anticipated events.  Factors  that  may
cause  actual  results, our performance or achievements,  or
industry   results,   to   differ  materially   from   those
contemplated  by  such  forward-looking  statements  include
without limitation:

  *   Our ability to maintain, attract and integrate internal
     management, technical information and management information
     systems;

  *   Our  ability  to generate customer  demand  for  our
     services;

  *   The intensity of competition; and

  *   General economic conditions.

All  written  and  oral forward-looking statements  made  in
connection with this Form 10-KSB that are attributable to us
or  persons acting on our behalf are expressly qualified  in
their  entirety  by these cautionary statements.  Given  the
uncertainties  that  surround  such  statements,   you   are
cautioned  not  to  place undue reliance  on  such  forward-
looking statements.




                             -7-





Plan of Operation

Effective February 25, 2003, SuperiorClean sold its
operations to the owner of Superior Carpet Care.  Superior
Clean paid $10,000 cash, issued a 90 day, zero interest note
payable in the amount of $140,000 and transferred all of its
assets and liabilities to the owner of Superior Carpet Care.
The owner of Superior Carpet Care returned 6,200,000 shares
of SuperiorClean common stock to SuperiorClean.
SuperiorClean canceled these shares when returned.

Additional information concerning this transaction is set
forth in Form 8-K, filed March 5, 2003, incorporated herein
by reference.

We are currently developing a new business plan.  At
present, we have no resources to implement a new business
plan.  However, current overhead and administrative costs
are minimal.  Two major shareholders have orally committed
to fund ongoing operations.























                             -8-




ITEM 7.  FINANCIAL STATEMENTS



                    INDEPENDENT AUDITORS REPORT



To the Board of Directors
  SuperiorClean, Inc.
  Las Vegas, Nevada

We have audited the accompanying balance sheet of SuperiorClean,
Inc., as of February 28, 2003, and the related statements of
operations, stockholders' deficit, and cash flows for the two years
ended February 28, 2003.  These financial statements are the
responsibility of SuperiorClean's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audits 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 audits provide 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
SuperiorClean, Inc. as of February 28, 2003, and the results of its
operations and its cash flows for the periods described in
conformity with accounting principles generally accepted in the
United States of America.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

May 28, 2003





                             -9-






                        SUPERIORCLEAN, INC.
                           BALANCE SHEET
                         February 28, 2003




ASSETS                                                           $        0
                                                                 ==========


LIABILITIES
  Note payable to shareholder                                    $  140,000
                                                                 ----------
Commitments

STOCKHOLDERS' DEFICIT
  Preferred stock; $.001 par value, 5,000,000 authorized,
    none issued and authorized                                            -
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 8,176,500 shares issued and outstanding               8,177
  Additional paid in capital                                        295,898
  Stock subscription receivable                                   (140,000)
  Retained deficit                                                (304,075)
                                                                 ----------
    Total Stockholders' Deficit                                   (140,000)
                                                                 ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $        0
                                                                 ==========

          See accompanying summary of accounting policies
                and notes to financial statements.

















                             -10-






                        SUPERIORCLEAN, INC.
                     STATEMENTS OF OPERATIONS
              Years Ended February 28, 2003 and 2002

                                                      2003            2001
                                                    ----------      ----------
Revenues
  Sale of franchise                                                    $20,000
  Royalties and fees from franchisee                   $39,248          20,873
                                                    ----------      ----------
                                                        39,248          40,873

General and administrative expenses                    220,280         134,498
                                                    ----------      ----------
Net loss                                            $(181,032)       $(93,625)
                                                    ==========      ==========

Basic and diluted net loss per common share             $(.02)          $(.01)
Weighted average common shares outstanding           8,963,897       7,626,000



          See accompanying summary of accounting policies
                and notes to financial statements.
























                             -11-






                        SUPERIORCLEAN, INC.
           STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
          For the Years Ended February 28, 2002 and 2003

<TABLE>
<CAPTION>
                              Common Stock       Subscrip-    Retained     Totals
                                                    tion       Deficit
                                                 Receivable
                            Shares      Amount
                            ---------  --------- ----------    ---------   ---------
<S>                           <C>         <C>       <C>           <C>          <C>

Balances,
  February 28, 2001         6,700,000    $35,900               $(29,418)      $6,482

Stock issued for
  services                  1,176,000     29,630                              29,630

Stock issued for
  cash                      1,000,500    100,050                             100,050

Imputer salary
  Contributed by
  Founder                                 31,200                              31,200

Net loss                                                        (93,625)    (93,625)
                            ---------  --------- ----------    ---------   ---------

Balances,
  February 28, 2002         8,876,500    196,780               (123,043)      73,737

Stock issued for
  Services                    500,000     50,000                              50,000

Purchase of stock         (6,200,000)  (123,905)                           (123,905)

Stock issued for
  Subscription
  Receivable                5,000,000    150,000 $(140,000)                   10,000

Imputed salary
  Contributed by
  Founder                                 31,200                              31,200

Net loss                                                       (181,032)   (181,032)
                            ---------  --------- ----------    ---------   ---------

Balances,
  February 28, 2003         8,176,500    304,075 $(140,000)   $(304,075)  $(140,000)
                          ===========            ==========   ==========  ==========

Less: par value                            8,177
                                       ---------
Additional paid in capital              $295,898
                                       =========

</TABLE>



          See accompanying summary of accounting policies
                and notes to financial statements.










                             -12-






                        SUPERIORCLEAN, INC.
                     STATEMENTS OF CASH FLOWS
          For the Years Ended February 28, 2003 and 2002

<TABLE>
<CAPTION>

                                                         2003           2002
                                                      ------------   ------------
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $(181,032)      $(93,625)
Net adjustment to reconcile net loss to cash
  Used in operating activities:
    Depreciation                                               860            226
    Stock issued for services                               50,000         29,630
  Imputed salary contributed by founder                     31,200         31,200
  Other current assets                                     (3,000)          6,482
  Deferred franchise fee revenue                                           30,000
  Accrued expenses                                           1,106
                                                      ------------   ------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES      (100,866)          3,913
                                                      ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property & equipment                                        (1,936)
  Increase in deposits                                                    (1,000)
                                                                     ------------
NET CASH USED IN INVESTING ACTIVITIES                                     (2,936)
                                                                     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Stock sold for cash                                       10,000        100,050
  Purchase of stock                                       (10,161)
                                                      ------------   ------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITES           (161)        100,050
                                                      ------------   ------------
NET CHANGE IN CASH                                       (101,027)        101,027

  Cash balance, beginning                                  101,027              0
                                                      ------------   ------------
  Cash balance, ending                                          $0       $101,027
                                                      ============   ============

Noncash Transactions:
  Sale of assets and liabilities                           $26,095


</TABLE>

          See accompanying summary of accounting policies
                and notes to financial statements.















                             -13-





                        SUPERIORCLEAN, INC.
                   NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business.  Superior Carpet Care Franchising Systems, Inc.
("Superior Carpet Care") was formed on February 6, 2001 as a
Colorado corporation.  SuperiorClean, Inc. ("SuperiorClean") was
formed on March 28, 2001 as a Nevada corporation.  Each was
organized to franchise and support third party carpet cleaning
operations.  In March 2001, Superior Carpet Care transferred all
assets and operations to SuperiorClean.  Both were majority-owned
and controlled by the same person.  All activity of Superior Carpet
Care has been included in these financial statements as if there
was one single combined entity.  Effective February 25, 2003, all
of SuperiorClean's assets and liabilities were sold back to the
owner of Superior Carpet Care.  See note 3 for details.  As a
result of this transaction, SuperiorClean has no remaining
operations.

Use of estimates.  In preparing financial statements, management
makes estimates and assumptions that affect the reported amounts of
assets and liabilities in the balance sheet and revenue and
expenses in the income statement.  Actual results could differ from
those estimates.

Revenue recognition.  SuperiorClean recognized revenue on franchise
sales when all material services or conditions relating to the sale
were substantially performed or satisfied by SuperiorClean which
was deemed to be when each franchisee commenced operations.
Significant services performed subsequent to this date were
properly and independently compensated by the royalty and fee
revenues charged to ongoing franchisees.  See Note 6 regarding the
$50,000 lump sum payment made by one franchisee.  Royalty and fee
revenue from franchisees was recognized monthly based upon sales of
franchisees.

Franchise agreements were for 10-year periods, with options to
renew for additional 10-year terms at $5,000 per term.  The upfront
fee was $20,000 and was payable at signing.  Royalty and other fee
payments were due monthly.  Franchises were non-cancelable within
their term periods.  There were no minimum sales requirements.
There was no right of refund.

Long-lived assets. Property, plant and equipment are stated at cost
less depreciation beginning when the assets are placed in service.
Major renewals and improvements are capitalized; minor
replacements, maintenance and repairs are charged to current
operations.  SuperiorClean sold its office equipment to the owner
of Superior Carpet Care on February 25, 2003.  See note 3 for
details.

Depreciation is computed by applying the straight-line method over
the estimated useful lives of the equipment.

Income taxes.  SuperiorClean accounts for income taxes using the
asset and  liability approach which is used to recognize deferred
tax assets and liabilities for the expected future tax consequences
of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. SuperiorClean records a valuation
allowance to reduce the deferred tax assets to the amount that is
more likely than not to be realized.




                             -14-





Stock-Based Compensation.  SuperiorClean accounts for stock-based
compensation under the intrinsic value method for employees and
under the fair value method for non-employees.

Basic and diluted loss per common share.  Basic loss per common
share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding during the
period.  Diluted earnings per common share is computed using the
combination of dilutive common share equivalents and the weighted
average number of common shares outstanding during the period.
Basic and diluted loss per share is the same due to the absence of
common stock equivalents.

Recently issued accounting pronouncements.  SuperiorClean does not
expect the adoption of recently issued accounting pronouncements to
have a significant impact on SuperiorClean's results of operations,
financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, SuperiorClean
has incurred recurring net losses, ceased operations, has a net
stockholders deficit of $140,000 and a working capital deficiency
of $140,000 as of February 28, 2003. These conditions create an
uncertainty as to SuperiorClean's ability to continue as a going
concern.  Management is trying to raise additional capital through
sales of its common stock as well as seeking financing from third
parties.  The financial statements do not include any adjustments
that might be necessary if SuperiorClean is unable to continue as a
going concern.

NOTE 3 - SALE OF OPERATIONS

Effective February 25, 2003, SuperiorClean sold its operations to
the owner of Superior Carpet Care.  Superior Clean paid $10,000
cash, issued a 90 day, zero interest note payable in the amount of
$140,000 and transferred all of its assets and liabilities to the
owner of Superior Carpet Care.  The owner of Superior Carpet Care
returned 6,200,000 shares of SuperiorClean common stock to
SuperiorClean.  SuperiorClean canceled these shares when returned.
Details of the transaction are as follows:

Cash paid to Superior Carpet Care                  $10,000
Note payable issued to Superior Carpet Care        140,000
                                              ------------
                                                  $150,000    $150,000
                                              ============

Assets and liabilities transferred to
Superior
  Carpet Care:
  Cash                                                $161
  Accounts receivable                                3,000
  Equipment, net                                       850
  Deposit                                            1,000
  Accrued expenses                                 (1,106)
  Deferred franchise fee                          (30,000)
                                              ------------
                                                 $(26,095)    (26,095)
                                              ============

SuperiorClean common stock returned
  By Superior Carpet Care                                    (123,905)
                                                           -----------
                                                                    $0
                                                           ===========






                             -15-





NOTE 4 - COMMON STOCK

In March 2001, 926,000 shares were issued to third parties for
various services performed during March 2001.  The services were
valued at their fair values estimated by management and the number
of shares issued to each was based on the fair value of the
services at the value assigned to the shares at inception.

An additional 250,000 shares were issued to a consultant in
February 2002 for services.  These shares were also valued at their
fair values as estimated by management.
In December 2002, 500,000 shares were issued for services valued at
$.10 per share or $50,000.

6,200,000 shares were returned to SuperiorClean for a note payable.
See note 3 for details.

On February 25, 2003, 5,000,000 shares were issued to two
individuals for $10,000 cash and a $140,000 subscription
receivable.


NOTE 5 - INCOME TAXES

                                                     2003
                                                   ----------
          Deferred tax assets                         $38,000
          Less: valuation allowance                  $(38,000
                                                   ----------
          Net deferred taxes                               $0
                                                   ==========

SuperiorClean has a net operating loss carryforward of
approximately $113,000 at February 28, 2003, which expires 2022
through 2023.

Internal Revenue Section 382 restricts the ability to use these
carryforwards whenever an ownership change as defined occurs.
SuperiorClean incurred such an ownership change on February 25,
2003.  As a result of this ownership change, SuperiorClean's use of
net operating losses as of February 25, 2003 of $113,000 are
restricted to an insignificant amount.  Future losses if any are
not restricted.


NOTE 6 - SIGNIFICANT CUSTOMER

All revenues to date were from one franchisee.  That franchise
bought rights for 3 franchise locations for a lump sum $50,000
payment.  Only one of the franchise locations had been started and
operational.


NOTE 7 - COMMITMENTS

SuperiorClean's   current   principal   office   is   provided   by
SuperiorClean's president pursuant to an oral agreement on a  rent-
free  month-to-month basis.  Rent expense was $3,750 and $7,200  in
2003 and 2002, respectively.


NOTE 8 - SUBSEQUENT EVENT

In  March  2003,  SuperiorClean issued 1,400,000 shares  of  common
stock  to several individuals, including current shareholders,  for
services valued at $98,000.




                           -16-






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

     None--Not Applicable

PART III

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

The board of directors elects our executive officers
annually.  A majority vote of the directors who are in
office is required to fill vacancies.  Each director shall
be elected for the term of one year, and until his successor
is elected and qualified, or until his earlier resignation
or removal. Our director and executive officer is as
follows:

Name                Age                  Position
------------       -----                 ----------------------
Aldo Rotondi        39                   President and Director


Aldo Rotondi has been President and Director since October
2001.  Since prior to 1997, he has been President of Airim
Capital Group, Inc., a Canadian corporation involved in
strategic business consulting primarily involved in
assisting companies to develop and implement business plans.
Mr. Rotondi will continue as a director following the
closing of the merger.

Directors serve for a one-year term.  Our bylaws currently
provide for a board of directors comprised of a minimum of
two directors, and we are currently searching for a second
director.

Board Committees

We currently have no compensation committee or other board
committee performing equivalent functions. Currently, all
members of our board of directors participate in discussions
concerning executive officer compensation.

Legal Proceedings

Except as set forth above, no officer, director, or persons
nominated for such positions, promoter or significant
employee has been involved in legal proceedings that would
be material to an evaluation of our management.




                            -17-





Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Securities Exchange Act  of  1934,  as
amended, requires our directors and executive officers,  and
persons  who beneficially own more than 10% of a  registered
class   of  our  equity  securities,  to  file  reports   of
beneficial ownership and changes in beneficial ownership  of
our securities with the SEC on Forms 3 (Initial Statement of
Beneficial Ownership), 4 (Statement of Changes of Beneficial
Ownership   of  Securities)  and  5  (Annual  Statement   of
Beneficial  Ownership of Securities).  Directors,  executive
officers  and  beneficial owners of more  than  10%  of  our
Common  Stock are required by SEC regulations to furnish  us
with  copies  of  all Section 16(a) forms  that  they  file.
Except as otherwise set forth herein, based solely on review
of  the  copies  of such forms furnished to us,  or  written
representations  that no reports were required,  we  believe
that  for the fiscal year ended February 28, 2003 beneficial
owners  complied  with  Section  16(a)  filing  requirements
applicable  to  them although late, through  the  filing  of
Forms 5 in June 2003.

ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth compensation paid to Micah
Gautier, our past president and CEO.  No other executive
officer received compensation in excess of $60,000 during
that period.

Name           Position        Years ended   Compensation
                               February 28
-----------------------------------------------------------
Micah Gautier  President,      2002          $0
               Treasurer and
               CEO
-----------------------------------------------------------
                               2003          $25,881
-----------------------------------------------------------

No  other  annual compensation, including a bonus  or  other
form   of   compensation;  and  no  long-term  compensation,
including  restricted  stock awards,  securities  underlying
options,  LTIP payouts, or other form of compensation,  were
paid to this individual during these periods.

We currently have no agreements to pay compensation to any
Mr. Rotondi, our current executive officer.  We have no
employment agreement with or key man insurance upon any
member of our management.

ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITY HOLDERS

The following table sets forth the number of shares of
Common Stock owned of record and beneficially as of June 1,
2003 by current executive officers, directors, persons who
hold 5% or more of the outstanding Common Stock of the
Company and by current officers and directors as a group.
The table also reflects the number of shares which are
expected to be owned by such persons following sale of their
shares pursuant to the Agreement. The business address of
all persons and entities below is:  0011-123 St. NW, Suite
2303, Edmonton, Alberta, Canada N7V 1X4.




                            -19-





Name and Address     Number      Percent
------------------------------------------
Aldo Rotondi         3,000,000   31.3%
Nevada Fund (1)      3,500,000   36.5
All directors and    3,000,000
executive officers               31.3%
 (1 persons)

(1)  Includes 1,000,000 shares also owned by Mr. Stephen
Brock and GoPublicToday.com,Inc., of which he is the
principal.  Mr. Brock is also the principal of the Nevada
Fund.

This table is based upon information derived from our stock
records. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where
applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Applicable percentages are based upon 9,589,000 shares of
common stock outstanding as of May 31, 2003.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective February 25, 2003, SuperiorClean sold its
operations to the owner of Superior Carpet Care.  Superior
Clean paid $10,000 cash, issued a 90 day, zero interest note
payable in the amount of $140,000 and transferred all of its
assets and liabilities to the owner of Superior Carpet Care.
The owner of Superior Carpet Care returned 6,200,000 shares
of SuperiorClean common stock to SuperiorClean.
SuperiorClean canceled these shares when returned.
Additional information concerning this transaction is set
forth in Form 8-K, filed March 5, 2003, incorporated herein
by reference.

In December 2002, 250,000 shares were issued for services
valued at $.10 per share or $50,000 to Mr. Stephen Brock.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K, filed March 5, 2003, and exhibits thereto.

ITEM 14.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of filing of this report,
we carried out an evaluation, under the supervision and with
the participation of our management, including the Chief
Executive Officer (who also effectively serves as our
Principal Financial Officer), of the design and operation of
our disclosure controls and procedures.  Based on this
evaluation, our Chief Executive Officer concluded that our
disclosure controls and procedures are effective for the
gathering, analyzing and disclosing the information we are
required to disclose in the reports we file under the
Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms.  There have been no
significant changes in our internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of this evaluation.




                            -20-





                          SIGNATURES

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.

                    SuperiorClean, Inc.
                    -------------------
                        (Registrant)


     Signature             Title                Date
-------------------  ----------------      --------------
 /s/ Aldo Rotondi     Chief Executive      June 06, 2003
                      Officer, Chief
                    Accounting Officer
                            and
   Aldo Rotondi       Chief Financial
                          Officer
                         Director





















                            -21-




                       CERTIFICATIONS

     I, Aldo Rotondi, certify that:

  1.     I  have reviewed this annual report on Form  10-KSB
     of SuperiorClean, Inc.;
  2.     Based on my knowledge, this annual report does  not
     contain  any  untrue statement of a material  fact,  or
     omit  to  state a material fact necessary to  make  the
     statements  made,  in light of the circumstances  under
     which  such  statements were made, not misleading  with
     respect  to  the period covered by this annual  report;
     and
  3.     Based  on  my knowledge, the financial  statements,
     and other financial information included in this annual
     report,  fairly  present in all material  respects  the
     financial  position,  results of operations,  and  cash
     flows  of  the  issuer  as of,  and  for,  the  periods
     presented in this annual report.
  4.     I  am  responsible for establishing and maintaining
     disclosure  controls and procedures for the issuer  and
     have:
     (i)    Designed such disclosure controls and procedures
       to  ensure that material information relating to  the
       issuer  is made known to me, particularly during  the
       period  in  which  the  periodic  reports  are  being
       prepared;
     (ii)   Evaluated  the  effectiveness  of  the  issuer's
       disclosure  controls and procedures  as  of  February
       28, 2003 ["Evaluation Date"]; and
     (iii) Presented in the report our conclusions about the
       effectiveness   of   the  disclosure   controls   and
       procedures  based  on  my  evaluation   as   of   the
       Evaluation Date;
  5.      I   have  disclosed,  based  on  my  most   recent
     evaluation,  to  the issuer's auditors  and  the  audit
     committee  of  the  board  of  directors  (or   persons
     fulfilling the equivalent function):
     (i)    All  significant deficiencies in the  design  or
       operation  of internal controls which could adversely
       affect  the  issuer's  ability  to  record,  process,
       summarize   and  report  financial  data   and   have
       identified  for  the issuer's auditors  any  material
       weaknesses  in  internal  controls  (none   were   so
       noted); and
     (ii)  Any fraud, whether or not material, that involves
       management  or other employees who have a significant
       role in the issuer's internal controls (none were  so
       noted); and
  6.     I have indicated in the report whether or not there
     were  significant changes in internal  controls  or  in
     other  factors that could significantly affect internal
     controls  subsequent to the date  of  our  most  recent
     evaluation,  including  any  corrective  actions   with
     regard   to   significant  deficiencies  and   material
     weaknesses.

Date:  June 6, 2003

/s/ Aldo Rotondi
-----------------------------
     Aldo Rotondi
     Chief Executive Officer
     Chief Financial Officer