UNITED STATES SECURITIES AND EXCHANGE COMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB


 [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934



                       Commission File Number:  000-27467


                            FLEETCLEAN SYSTEMS, INC.
               Exact name of Registrant as specified in is charter

              TEXAS                                76-0196431
     State  of  Incorporation          IRS  Employer  Identification  Number



                       P.O. BOX 727, HWY 834 EAST .7 MILES
                               HARDIN, TEXAS 77561
                                  936-298-9835
           Address and telephone number of principal executive offices

Indicate by check mark whether the Registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the Registrant
was  required  to  file  such  reports),  and  (2)  has  been  subject to filing
requirements  for  the  past  90  days.

Yes   X     No     .
     ---        ---


The  number  of  shares  of common stock of the Registrant outstanding at May 9,
2001  was  18,046,746.


<PAGE>
<TABLE>
<CAPTION>
ITEM  1.     FINANCIAL  STATEMENTS

                             FLEETCLEAN SYSTEMS INC
                                 BALANCE SHEETS

                                     ASSETS


                                        MARCH 31   DECEMBER 31
                                          2001         2000
                                       ----------  ------------
                                        UNAUDITED     AUDITED
<S>                                    <C>         <C>
CURRENT ASSETS:
  CASH                                 $      250  $        105
  ACCOUNTS RECEIVABLE - NET               227,252       199,594
  EMPLOYEE ADVANCES                         5,231         6,010
  INVENTORY                               160,425       164,093
  PREPAID EXPENSES                         42,035        11,000
  DEFERRED TAX ASSET                       24,583        24,583
                                       ----------  ------------
    TOTAL CURRENT ASSETS                  459,776       405,385

PROPERTY, PLANT, AND EQUIPMENT: - NET   1,583,656     1,561,785

OTHER ASSETS:
  OTHER ASSETS                              7,920         7,920
  INTANGIBLE ASSET - NET                  174,346       177,744
                                       ----------  ------------

    TOTAL OTHER ASSETS                    182,266       185,664
                                       ----------  ------------

TOTAL ASSETS                           $2,225,698  $  2,152,834
                                       ==========  ============
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC
                                 BALANCE SHEETS

                       LIABIITIES AND STOCKHOLDERS' EQUITY


                                                     MARCH 31   DECEMBER 31
                                                       2001         2000
                                                    ----------  ------------
                                                     UNAUDITED    AUDITED
<S>                                                 <C>         <C>
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                                  $  257,812  $    241,773
  NOTES PAYABLE                                        162,858       152,095
  PAYROLL TAXES PAYABLE                                  4,303         2,334
  INSURANCE PAYABLE                                     41,167        10,710
  SALES TAX PAYABLE                                     14,293        14,994
  ACCRUED EXPENSES                                      32,112        31,070
                                                    ----------  ------------

    TOTAL CURRENT LIABILITIES                          512,545       452,976

LONG-TERM LIABILITIES:
  DEFERRED TAX LIABILITY                                31,045        31,045
  NOTES PAYABLE - NET OF CURRENT PORTION               783,225       788,471
                                                    ----------  ------------

    TOTAL LONG-TERM LIABILITIES                        814,270       819,516
                                                    ----------  ------------

TOTAL LIABILITIES                                    1,326,815     1,272,492
                                                    ----------  ------------


STOCKHOLDERS' EQUITY:
  COMMON STOCK - $.01 PAR VALUE
  AUTHORIZED 50,000,000 SHARES
  ISSUED AND OUTSTANDING - 18,046,746 & 18,046,746
     AT 2001 AND 2000, RESPECTIVELY                    180,467       180,467
  PAID IN CAPITAL                                    1,292,043     1,292,043
  RETAINED EARNINGS                                   -573,627      -592,168
                                                    ----------  ------------

    TOTAL STOCKHOLDERS' EQUITY                         898,883       880,342
                                                    ----------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $2,225,698  $  2,152,834
                                                    ==========  ============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                      FOR THE THREE MONTHS ENDED MARCH 31,


                                                     2001        2000
                                                  ----------  ----------
                                                   UNAUDITED  UNAUDITED
<S>                                               <C>         <C>
REVENUES:
  NET SALES                                       $  408,837  $  352,089

                                                  ----------  ----------
  LESS: COST OF GOODS SOLD                           114,170      96,724
                                                  ----------  ----------

    GROSS PROFIT                                     294,667     255,365
                                                  ----------  ----------

GENERAL AND ADMINISTRATIVE EXPENSES:
  SALARIES                                           118,244     115,798
  PAYROLL TAXES                                       13,621      13,087
  ADVERTISING                                             84         115
  AUTO EXPENSE                                        14,735      17,635
  DEPRECIATION AND AMORTIZATION                       45,898      41,893
  DUES & SUBSCRIPTIONS                                 1,255         600
  ENTERTAINMENT                                          110         156
  INSURANCE                                           22,492      21,270
  INVESTOR RELATIONS                                     775      21,863
  INTEREST EXPENSE                                    22,892      27,005
  LICENSES  & FEES                                       300         325
  OFFICE EXPENSE                                       3,772       4,542
  POSTAGE/FREIGHT                                      2,052       4,131
  PROFESSIONAL FEES                                    6,251      20,492
  RENT                                                 5,400       5,813
  SHOP EXPENSE                                         8,343      12,266
  TAXES - OTHER                                        2,383       2,341
  TELEPHONE & UTILITIES                               16,379      14,637
  TRAILER EXPENSE                                         63         584
  TRAINING                                                 0         383
  TRAVEL                                               5,652       8,599
                                                  ----------  ----------

    TOTAL GENERAL AND ADMINISTRATIVE EXPENSES        290,701     333,535
                                                  ----------  ----------

NET PROFIT (LOSS) FROM OPERATIONS                      3,966     -78,170

OTHER INCOME/EXPENSE:
  MISCELLANEOUS INCOME - NET                             281         489
  GAIN ON SALES OF ASSET                              14,294       1,650
                                                  ----------  ----------

    TOTAL OTHER INCOME                                14,575       2,139
                                                  ----------  ----------

NET PROFIT (LOSS) BEFORE INCOME TAXES                 18,541     -76,031

  PROVISION FOR INCOME TAXES                               0           0
                                                  ----------  ----------

NET PROFIT (LOSS)                                     18,541     -76,031
RETAINED EARNINGS/(DEFICIT) BEGINNING OF PERIOD     -592,168    -377,332
                                                  ----------  ----------

RETAINED EARNINGS/(DEFICIT) END OF PERIOD          -$573,627   -$453,363
                                                  ==========  ==========

    NET EARNINGS PER COMMON SHARE
      BASIC                                              NIL         NIL
      DILUTED                                            NIL         NIL
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                       FLEETCLEAN SYSTEMS INC.
                                  STATEMENT OF STOCKHOLDERS' EQUITY


DECEMBER 31, 1999 TO                                            ADDITIONAL              TOTAL STOCK-
SEPTEMBER 30, 2000                          COMMON     STOCK      PAID IN    RETAINED     HOLDERS'
                                            SHARES     VALUE      CAPITAL    EARNINGS      EQUITY
                                          ----------  --------  -----------  ---------  -------------
<S>                                       <C>         <C>       <C>          <C>        <C>

TOTAL STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 1999                   10,590,014   105,900      817,318   -377,332        545,886

SALE OF COMMON STOCK (MARCH 2000)          1,450,000    14,500      275,500                   290,000

STOCK ISSUED FOR SERVICES RENDERED           100,000     1,000       19,000                    20,000

NET LOSS JANUARY-MARCH 2000                                                    -76,031        -76,031
                                          ----------  --------  -----------  ---------  -------------
TOTAL STOCKHOLDERS' EQUITY
AS OF MARCH 31, 2000                      12,140,014  $121,400  $ 1,111,818  -$453,363  $     779,855

NET LOSS APRIL-JUNE 2000                                                      -$52,909       -$52,909
                                          ----------  --------  -----------  ---------  -------------
TOTAL STOCKHOLDERS' EQUITY
AS OF JUNE 30, 2000                       12,140,014   121,400    1,111,818   -506,272        726,946

STOCK ISSUED FOR CONVERSION OF WARRANTS      249,999     2,500       10,000                    12,500

STOCK ISSUED FOR CONVERSION OF DEBT        3,539,974    35,400      141,598                   176,998

NET LOSS JULY-SEPTEMBER 2000                                                    -6,666         -6,666
                                          ----------  --------  -----------  ---------  -------------
TOTAL STOCKHOLDERS' EQUITY
AS OF SEPTEMBER 30, 2000                  15,929,987   159,300    1,263,416   -512,938        909,778

SALE OF  COMMON STOCK                        487,804     4,877        5,122                     9,999

STOCK ISSUED FOR CONVERSION OF WARRANTS       33,333       333        1,333                     1,667

STOCK ISSUED FOR CONVERSION OF DEBT          100,000     1,000        4,000                     5,000

STOCK ISSUED FOR SERVICES RENDERED           575,622     5,756        6,447                    12,203

STOCK ISSUED IN LIEU OF CASH                  70,000       700        2,800                     3,500

STOCK ISSUED FOR INCENTIVE COMPENSATION      850,000     8,500        8,925                    17,425

NET LOSS OCTOBER-DECEMBER 2000                                                 -79,230        -79,230
                                          ----------  --------  -----------  ---------  -------------
TOTAL STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 2000                   18,046,746   180,467    1,292,043   -592,168        880,342

NET PROFIT JANUARY - MARCH 2001                                                 18,541         18,541

TOTAL STOCKHOLDERS' EQUITY                ----------  --------  -----------  ---------  -------------
AS IF MARCH 31, 2001                      18,046,746   180,467    1,292,043   -573,627        898,883
========================================  ==========  ========  ===========  =========  =============
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC.
                            STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31


                                                             2001       2000
                                                          ----------  ---------
                                                           UNAUDITED  UNAUDITED
<S>                                                       <C>         <C>
OPERATING ACTIVITIES:
     NET PROFIT (LOSS)                                    $   18,541   -$76,031
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES:
    STOCK ISSUED FOR SERVICES RENDERED                             0     20,000
    DEPRECIATION AND AMORTIZATION                             45,898     41,893
    (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE               -27,658    -43,676
    (INCREASE)/DECREASE IN EMPLOYEE ADVANCES                     779        316
    (INCREASE)/DECREASE IN INVENTORIES                         3,668      4,318
    (INCREASE)/DECREASE IN PREPAID EXPENSES                  -31,035    -36,537
    (INCREASE)/DECREASE IN OTHER ASSETS                            0     -5,739
    INCREASE/(DECREASE) IN ACCOUNTS PAYABLE                   16,039    -90,777
    INCREASE/(DECREASE) IN PAYROLL TAXES PAYABLE               1,969        907
    INCREASE/(DECREASE) IN INSURANCE PAYABLE                  30,457     40,023
    INCREASE/(DECREASE) IN SALES TAX PAYABLE                    -701        224
    INCREASE/(DECREASE) IN ACCRUED EXPENSES                    1,042    -37,313
                                                          ----------  ---------

     NET CASH INCREASE (USED) FROM OPERATING ACTIVITIES       58,999   -182,392

INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT                 -64,371     -1,249
                                                          ----------  ---------

     NET CASH USED FOR INVESTING ACTIVITIES                  -64,371     -1,249

FINANCING ACTIVITIES:
    INCREASE/(DECREASE) IN NOTES PAYABLE                       5,517    -34,179
    INCREASE/(DECREASE) IN ADVANCE FROM OFFICER                    0     16,993
    ISSUANCE OF COMMON STOCK - NET                                 0    290,000
                                                          ----------  ---------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                5,517    272,814

  NET INCREASE/(DECREASE) IN CASH                                145     89,173

CASH AT BEGINNING OF PERIOD                                      105      1,404
                                                          ----------  ---------

CASH AT END OF PERIOD                                     $      250  $  90,577
                                                          ==========  =========


ADDITIONAL DISCLOSURE OF OPERATING CASH FLOW
     CASH PAID DURING THE PERIODS ENDED MARCH 31,               2001       2000
                                                          ----------  ---------

          INTEREST EXPENSE                                $   22,892  $  27,005
          INCOME TAX                                               0          0
</TABLE>


                                        6
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                  MARCH 31,2001

NOTE  1  -  BASIS  OF  PRESENTATION:

     The  accompanying  unaudited  financial  statements  have  been prepared by
     Fleetclean  Systems  Inc.  (the  "Company")  in  accordance  with generally
     accepted  accounting  principles  for interim financial statements and with
     the  instructions  to  Form  10-QSB  and  Item  310  of  Regulation  S-B.
     Accordingly,  they  do  not  include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  In  the  opinion  of the Company's management, all adjustments
     (consisting of normal recurring accruals) necessary for a fair presentation
     have  been included. Results of operations for the three-month period ended
     March  31, 2001 are not necessarily indicative of future financial results.
     For  further  information,  refer to the financial statements and footnotes
     thereto  for  the  fiscal  year  ended December 31, 1999, included with the
     Company's  Form  10-KSB,  as  filed  with  the  Securities  and  Exchange
     Commission.

NOTE  2  -  EMPLOYEE  STOCK  OPTION  PLAN:

     At  the annual meeting of shareholders in May 2000 the shareholders adopted
     the "2000 Stock Option Plan" which had previously been adopted by the Board
     of  Directors  in March 2000. The plan has 5,000,000 shares of Common Stock
     reserved  for  issuance. As of March 31, 2001, no options have been granted
     pursuant  to  the  plan.


                                        7
<PAGE>
ITEM  2.       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     This  Management's Discussion and Analysis as of March 31, 2001 and for the
three-month  period  ended March 31, 2001 and 2000 should be read in conjunction
with the unaudited condensed consolidated financial statements and notes thereto
set  forth  in  Item  1  of  this  report.

The  information  in  this discussion contains forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E of the Securities Exchange Act of 1934, as amended. Such statements
are  based  upon  current expectations that involve risks and uncertainties. Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  For example, words such as, "may,"
"will,"  "should,"  "estimates," "predicts," "potential,""continue," "strategy,"
"believes,"  "anticipates,"  "plans,"  "expects,"  "intends,"  and  similar
expressions  are  intended  to  identify  forward-looking statements. Our actual
results  and  the  timing  of  certain  events may differ significantly from the
results  discussed in the forward-looking statement. Factors that might cause or
contribute  to  such  a  discrepancy  include,  but are not limited to the risks
discussed in our other SEC filings, including those in our annual report on Form
10-KSB  for  the  year ended December 31, 2000. These forward-looking statements
speak  only  as  of  the  date  hereof.  We expressly disclaim any obligation or
undertaking  to release publicly any updates or revisions to any forward-looking
statements  contained  herein  to  reflect  any  change in our expectations with
regard thereto or any change in events, conditions or circumstances on which any
such  statement  is  based.

     We  are  a  national  retail  distributor  of  truck  washing equipment and
chemicals  to  operators  of  large  trucking  fleets.  In 1994, we acquired the
assets  and  business  accounts  of  Chemex  Southwestern  Inc.  and  began  to
manufacture  equipment  and  chemicals for retail distribution.  During 1994, we
opened  a  distribution  warehouse  in  Statesville, North Carolina.  In January
1996,  we  acquired the Kentucky operations, including a distribution warehouse,
and  customer  accounts of Fleetcleaning Supply Company, Inc.  In February 1999,
we acquired the assets and ongoing business accounts of Tri-State Chemex Corp of
Providence, Rhode Island.  All equipment is manufactured in Texas, with chemical
mixing  facilities  operating  in  Texas  and  Rhode  Island.  Distribution  and
customer service is by our employees who service specific geographic regions. In
1999  we opened an internal tank truck cleaning facility in Hahnville Louisiana.

     We  generate  revenues  from:  (a)  the sales of chemicals for use with our
hand-held  truck  washing  equipment,  (b) sales of our drive-thru truck washing
system,  and  (c)  from  our  internal  tank  cleaning operations.  We recognize
revenues  at  the  point  of  sale.

QUARTER  ENDED  MARCH  31,  2001  COMPARED  TO THE QUARTER  ENDED MARCH 31, 2000

     Revenues

     Total  revenues  increased to $408,837 for the quarter ended March 31, 2001
compared  with  $352,089  for the quarter ended March 31, 2000.  The increase of
16%  was  attributable  to  increased  internal  tank cleaning revenues from the
Hahnville  facility  during  the  first  quarter.

     Cost  of  goods  sold

     For  the  quarter  ended  March  31,  2001, cost of goods sold increased to
$114,170  from  $96,724 during the quarter ended March 31,2000.  The increase of
18%  was  attributable  to  increased  direct  labor and associated costs at the
Hahnville  facility.  Our gross margin as a percent of revenue decreased for the
quarter  ended  March  31, 2001  to 72% from 73% for the quarter ended March 31,
2000.  The  decline  in  gross  margin  percentage  was due to the lower margins
received  from  our  internal  tank  washing revenues in the Hahnville facility.


                                        8
<PAGE>
     General  and  Administrative  Expenses

     For  the  quarter ended March 31, 2001, general and administrative expenses
decreased  to  $290,701  from  $333,535 during the quarter ended March 31, 2000.
The  decrease  of  13%  was  primarily  due  to:

     -    A decrease in professional fees primarily attributable to our in house
          preparation  of  our  10K  and  10Q  filings, with reduced reliance on
          outside  professionals,

     -    reduced  interest  expense  resulting  from our steadily reduced debt;
          along  with  refinancing certain bank debt at a reduced interest rate,

     -    a  decrease  in  investor  relations  expense  due  to  termination of
          unproductive  contract  services.

     Net  Profit

     For  the  quarter ended March 31, 2001, our net profit was $18,541 compared
to  a  net loss of $76,031 for the quarter ended March 31, 2000.  The profit was
primarily attributable to the decrease in general and administrative expenses as
described above, accompanied by increased revenues for the period, plus the gain
on  sale  of  assets  of  $14,575  resulting  from  the sale of two used trucks.

     Cash  Flows

     Our  operating activities produced net cash of $58,999 in the first quarter
of  2001  compared  to  using  $182,392  in the first quarter of 2000.  Net cash
gained from operating activities in the first quarter of 2001 resulted primarily
from  net  operating  profit  for  the  quarter,  plus  depreciation.

     Our  investing  activities used net cash of $64,371 in the first quarter of
2001  compared  to  $1,249 in the first quarter 2000.  The increase of investing
activities  is  attributable  to  the  purchase of two new service trucks in the
first  quarter  of  2001.

     Our  financing  activities  provided cash of $5,517 in the first quarter of
2001  compared  to  $272,814  in the first quarter of 2000.  The decrease in the
first  quarter  of  2000  consisted  primarily of a $5,517 net increase in notes
payable  resulting  from  the  purchase  of  two  new  service  trucks, less the
reduction of our previously outstanding note balances.  There was no issuance of
common  stock  in the first quarter of 2001, as compared with $290,000 of common
stock  issuance  in  the  first  quarter  of  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March 31, 2001, we had cash of $250 and negative working capital of
$52,769.  We  do  expect to receive cash flow from operations during the current
fiscal year as the Hahnville facility continues to generate positive cash flows.
We have only operated the Hahnville facility since August 1999, as such there is
no  assurance  that  our  estimates  will  prove to be correct, and that we will
continue  to  generate  positive  cash  flow from the facility.  We estimate our
monthly  operating  expenditure  for fiscal 2001 will be approximately $135,000,
although  unexpected  expenses  may  increase  our  monthly  outlays.

     As of March 31,2001, we had notes payable aggregating $946,083 to financial
institutions  and  entities due through September 2008 at interest rates ranging
from  8.25%  to 14.7%.  Of these notes payable, $122,144 are due during the year
ended  December  31,  2001.  In addition, we are currently leasing several other
properties on a month to month basis with aggregate lease payments of $1,500 per
month.

     We  believe  our  current  financial  situation is due to our rapid growth,
which we believe is important to our ongoing success.  We believe we can sustain
our  current operations and a modest growth rate based on current revenue levels
by  using  all  cash  flows  from  operations  to  fund  our current operations.


                                        9
<PAGE>
                                     PART II
                                OTHER INFORMATION

     Pursuant  to  the Instructions to Part II of the Form 10-QSB, Items 1-5 are
omitted.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     EXHIBITS


EXHIBIT  NO.               IDENTIFICATION  OF  EXHIBIT


Exhibit  3.1        Articles of Incorporation of Fleetclean Systems, Inc. (Filed
                    previously  on  Form  10-SB,  dated  9/27/99)

Exhibit  3.2        Amended  and  Restated  Bylaws  of  Fleetclean Systems, Inc.
                    (Filed  previously  on  Form  10-SB,  dated  9/27/99)

Exhibit  4.1        Common  Stock Certificate of Fleetclean Systems, Inc. (Filed
                    previously  on  Form  10-SB,  dated  9/27/99)

Exhibit  10.1       Kenneth  A.  Phillips Employment Agreement (Filed previously
                    on  Form  10-SB,  dated  9/27/99)

Exhibit  10.2       Addendum  to Kenneth A. Phillips Employment Agreement (Filed
                    previously  on  Form  10-SB,  dated  11/12/99)

Exhibit  10.3       Lease/Purchase  Agreement  (Filed  previously on Form 10-SB,
                    dated  11/24/99)


     (b)   REPORTS  ON  FORM  8-K

     None.


                                       10
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  Fleetclean  Systems,  Inc.




Date:  May 14, 2001               By: /s/ Kenneth A. Phillips
                                     --------------------------------------
                                  Kenneth  A. Phillips
                                  President, Principal Financial Officer


                                       11
<PAGE>