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 June 30, 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 August 1,
2001  was  18,046,746


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

                             FLEETCLEAN SYSTEMS INC
                                 BALANCE SHEETS

                                     ASSETS


                                                                       JUNE 30
                                                                        2001
                                                                      ----------
                                                                      UNAUDITED
<S>                                                                   <C>
CURRENT ASSETS:
  CASH                                                                $      250
  ACCOUNTS RECEIVABLE - NET                                              273,191
  EMPLOYEE ADVANCES                                                        4,572
  INVENTORY                                                              151,006
  PREPAID EXPENSES                                                        34,129
  DEFERRED TAX ASSET                                                      24,583
                                                                      ----------
    TOTAL CURRENT ASSETS                                                 487,731

PROPERTY, PLANT, AND EQUIPMENT: - NET                                  1,558,607

OTHER ASSETS:
  OTHER ASSETS                                                             7,870
  INTANGIBLE ASSET - NET                                                 170,948
                                                                      ----------

    TOTAL OTHER ASSETS                                                   178,818
                                                                      ----------

TOTAL ASSETS                                                          $2,225,156
                                                                      ==========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                             FLEETCLEAN SYSTEMS INC
                                 BALANCE SHEETS

                       LIABIITIES AND STOCKHOLDERS' EQUITY


                                                                        JUNE 30
                                                                         2001
                                                                      ----------
                                                                      UNAUDITED
<S>                                                                   <C>
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                                                    $  272,801
  NOTES PAYABLE                                                          166,793
  INSURANCE PAYABLE                                                       31,862
  ACCRUED EXPENSES                                                        46,727
                                                                      ----------

    TOTAL CURRENT LIABILITIES                                            518,183

LONG-TERM LIABILITIES:
  DEFERRED TAX LIABILITY                                                  31,045
  NOTES PAYABLE - NET OF CURRENT PORTION                                 739,892
                                                                      ----------

    TOTAL LONG-TERM LIABILITIES                                          770,937
                                                                      ----------

TOTAL LIABILITIES                                                      1,289,120
                                                                      ----------


STOCKHOLDERS' EQUITY:
  COMMON STOCK - $.01 PAR VALUE
  AUTHORIZED 50,000,000 SHARES
  ISSUED AND OUTSTANDING - 18,046,746                                    180,467
  PAID IN CAPITAL                                                      1,292,043
  RETAINED EARNINGS                                                     -536,474
                                                                      ----------

    TOTAL STOCKHOLDERS' EQUITY                                           755,569
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $2,044,689
                                                                      ==========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                     FLEETCLEAN SYSTEMS INC.
                         STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                    FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2001 AND 2000


                                                     SIX         SIX        THREE       THREE
                                                    MONTHS      MONTHS      MONTHS      MONTHS
                                                     2001        2000        2001        2000
                                                  ----------  ----------  ----------  ----------
                                                  UNAUDITED   UNAUDITED   UNAUDITED   UNAUDITED
<S>                                               <C>         <C>         <C>         <C>
REVENUES:
  NET SALES                                       $  886,060  $  702,585  $  477,223  $  350,496

                                                  ----------  ----------  ----------  ----------
  LESS: COST OF GOODS SOLD                           259,061     194,203     144,891      97,479
                                                  ----------  ----------  ----------  ----------

    GROSS PROFIT                                     626,999     508,382     332,332     253,017
                                                  ----------  ----------  ----------  ----------

GENERAL AND ADMINISTRATIVE EXPENSES:
  SALARIES AND PAYROLL TAXES                         258,137     250,033     126,272     121,148
  ADVERTISING                                            914       8,562         830       8,447
  AUTO EXPENSE                                        31,159      33,792      16,424      16,157
  DEPRECIATION AND AMORTIZATION                       93,545      83,787      47,647      41,894
  DUES & SUBSCRIPTIONS                                 1,315         787          60         187
  ENTERTAINMENT                                          216         156         106           0
  INSURANCE                                           43,946      42,554      21,454      21,284
  INVESTOR RELATIONS                                   2,102      29,366       1,327       7,503
  INTEREST EXPENSE                                    45,590      52,718      22,698      25,713
  LICENSES  & FEES                                       965       1,305         665         980
  OFFICE EXPENSE                                       7,507       7,745       3,735       3,203
  POSTAGE/FREIGHT                                      6,174       9,948       4,122       5,817
  PROFESSIONAL FEES                                   15,718      36,730       9,467      16,238
  RENT                                                 9,750      11,888       4,350       6,075
  SHOP EXPENSE                                        19,690      15,887      11,347       3,621
  TAXES - OTHER                                        5,132       4,456       2,749       2,115
  TELEPHONE & UTILITIES                               34,423      32,918      18,044      18,281
  TRAILER EXPENSE                                        455       1,187         392         603
  TRAINING                                                 0         533           0         150
  TRAVEL                                              14,995      18,772       9,343      10,173
                                                  ----------  ----------  ----------  ----------

    TOTAL GENERAL AND ADMINISTRATIVE EXPENSES        591,733     643,124     301,032     309,589
                                                  ----------  ----------  ----------  ----------

NET INCOME (LOSS) FROM OPERATIONS                     35,266    -134,742      31,300     -56,572

OTHER INCOME/EXPENSE:
  MISCELLANEOUS INCOME - NET                             560       1,373         279         884
  GAIN ON SALES OF ASSET                              19,868       4,429       5,574       2,779
                                                  ----------  ----------  ----------  ----------

    TOTAL OTHER INCOME                                20,428       5,802       5,853       3,663
                                                  ----------  ----------  ----------  ----------

NET INCOME (LOSS) BEFORE INCOME TAXES                 55,694    -128,940      37,153     -52,909

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

NET INCOME (LOSS)                                     55,694    -128,940      37,153     -52,909
RETAINED EARNINGS/(DEFICIT) BEGINNING OF PERIOD     -592,168    -377,332    -573,627    -453,363
                                                  ----------  ----------  ----------  ----------

RETAINED EARNINGS/(DEFICIT) END OF PERIOD          -$536,474   -$506,272   -$536,474   -$506,272
                                                  ==========  ==========  ==========  ==========

    NET LOSS PER COMMON SHARE
      BASIC                                           -$0.01      -$0.01      -$0.01      -$0.01
      DILUTED                                         -$0.01      -$0.01      -$0.01      -$0.01
</TABLE>


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

     DECEMBER 31, 1999 TO                                       ADDITIONAL            TOTAL STOCK-
        JUNE 30, 2001                         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 Income (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 Income (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 Income (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 Income (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 Income (Loss) 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
----------------------------------------  ----------  --------  ----------  ---------  ---------

Net Income (Loss) April - June 2001                                            37,153     37,153

Total Stockholders' Equity
As of June 30, 2001                       18,046,746   180,467   1,292,043   -536,474    936,036
========================================  ==========  ========  ==========  =========  =========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                              FLEETCLEAN SYSTEMS INC.
                              STATEMENTS OF CASH FLOWS
                          FOR THE SIX MONTHS ENDED JUNE 30


                                                                2001        2000
                                                             ----------  ----------
                                                             Unaudited   Unaudited
<S>                                                          <C>         <C>
OPERATING ACTIVITIES:
  Net Income (Loss)                                          $   55,694   -$128,940
  Adjustments to Reconcile Net Loss to Net
  Cash used by Operating Activities:
    Stock Issued for Conversion of Debt                                           0
    Stock Issued for Services Rendered                                       20,000
    Depreciation and Amortization                                93,545      83,787
    (Increase)/Decrease in Accounts Receivable                  -73,597     -31,839
    (Increase)/Decrease in Employee Advances                      1,438      -2,380
    (Increase)/Decrease in Inventories                           13,087      -7,918
    (Increase)/Decrease in Prepaid Expenses                     -23,128     -40,058
    (Increase)/Decrease in Other Assets                              50      -5,675
    Increase/(Decrease) in Accounts Payable                      31,028     -51,430
    Increase/(Decrease) in Insurance Payable                     21,152      29,226
    Increase/(Decrease) in Accrued Expenses                      -1,670     -46,270
                                                             ----------  ----------

     Net Cash Provided By (Used for) Operating Activities       117,599    -181,497

INVESTING ACTIVITIES:
  Purchase of property, Plant, and Equipment                    -83,573    -100,624

     Net Cash Provided By (Used for) Investing Activities       -83,573    -100,624

FINANCING ACTIVITIES:
    Increase/(Decrease) in Notes Payable                        -33,881       8,585
    Increase/(Decrease) in Advance from Officer                               9,140
    Issuance of Common Stock - net                                          290,000
                                                             ----------  ----------

      Net Cash Provided by (Used for) Financing activities      -33,881     307,725

  Net Increase/(Decrease) in Cash                                   145      25,604

Cash at beginning of period                                         105       1,404
                                                             ----------  ----------

Cash at end of period                                        $      250  $   27,008
                                                             ==========  ==========



Supplemental Disclosures of  Cash Flow Information
     Cash paid during the periods ended, June 30                   2001        2000
                                                             ----------  ----------

          Interest Expense                                   $   45,590  $   52,718
          Income Tax                                                  0           0
</TABLE>


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

                                  JUNE 30, 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
six-month  period  ended  June 30, 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, 2000, included with
the Company's Form 10-KSB, as filed with the Securities and Exchange Commission.

NOTE  2-  OUTSTANDING  WARRANTS:

     66,666  stock  purchase  warrants  expiring December 15, 2001 at a purchase
     price  of  $0.05  per  share.

     66,667  stock  purchase  warrants  expiring December 15, 2002 at a purchase
     price  of  $0.05  per  share.

     66,667  stock  purchase  warrants  expiring December 15, 2003 at a purchase
     price  of  $0.05  per  share.

     116,666  stock  purchase  warrants expiring December 15, 2001 at a purchase
     price  of  $.05  per  share.  During  2000,  83,333  of these warrants were
     exercised

     116,666  stock  purchase  warrants expiring December 15, 2002 at a purchase
     price  of  $.05  per  share.  During  2000,  83,333  of these warrants were
     exercised.

     100,000  stock purchase warrants expiring December 2001 at a purchase price
     of  $1.00  per  share.



ITEM  2.       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     This  Management's  Discussion and Analysis as of June 30, 2001 and for the
six  and  three-month  periods  ended  June  30, 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.


<PAGE>
     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  March 1999 we acquired an internal tank cleaning  facility in Hahnville
Louisiana,  which  opened  for  business  August  21,  1999  after  substantial
remodeling.

     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.

THREE  AND  SIX  MONTHS  ENDED JUNE 30, 2001COMPARED TO THE THREE AND SIX MONTHS
ENDED  JUNE  30,  2000.

     Revenues

     Total  revenues  increased  to $477,223 for the three months ended June 30,
2001  compared  with  $350,496  for  the  three months ended June 30, 2000.  The
increase  of  36% was attributable to increased  internal tank cleaning revenues
from  the  Hahnville facility during the second quarter.   Revenues increased to
$886,060  for  the  six month  period ended June 30, 2001 compared with $702,585
for  the  six  month  period  ended  June  30, 2000. The increase of 26% was due
primarily  to increased revenue from the Hahnville facility during the first and
second  quarters.

     Cost  of  goods  sold

     For  the three months ended June 30 , 2001, cost of goods sold increased to
$144,891  from $97,479 during the three months ended June 30, 2000. The increase
of  49%  was  attributable to increased direct labor and associated costs at the
Hahnville  facility  and its increased revenue. Our gross margin as a percent of
revenue  decreased  for the three months ended June 30, 2001 to 70% from 72% for
the  three  month  period  ended  June  30,  2000.  The  decline in gross margin
percentage  was due to the lower margins received from our internal tank washing
revenues in the Hahnville facility. Cost of sales increased to $ 259,061 for the
six  month  period ended June 30, 2001 compared with $ 194,203 for the six month
period  ended  June  30,  2000. The increase of 33% was due to the lower margins
received  from  the  internal  tank  washing revenues in the Hahnville facility.
Gross  margin  decreased  for  the  six  month period ended June 30, 2001 to 71%
compared  to  72%  for  the six month period ended June 30, 2000. The decline in
gross  margin percentage was due to the lower margins received from our internal
tank  washing  revenues  in  the  Hahnville  facility.

     General  and  Administrative  Expenses

     For  the  three  months  ended  June  30,  2001, general and administrative
expenses  decreased to $301,032 from $309,589 during the three months ended June
30,  2000.  For  the  six months ended June 30, 2001, general and administrative
expenses  decreased  to  $591,733  from $643,124  for the six month period ended
June  30, 2000.  The three month decrease of 3% and the six month decrease of 8%
was  primarily  due  to:

     -    a decrease in professional fees incurred in the preparation and filing
          of  our  Form  10-KSB  for December 31, 2000, and our Form 10-QSB, for
          March  31,2001,  and  professional fees resulting from the preparation
          and  distribution  of  proxy  materials  for  our  annual  meeting  of
          shareholders  which  was  held  May  31,  2000;
     -    a  decrease  in  interest  expense  from  our  decreasing  debt;
     -    a decrease in investor relations expense resulting from a contract for
          public  relations  services  which  expired  and  was not renewed; and
     -    a  decrease  in  advertising  expense.


<PAGE>
     Net  Profit

     For  the  three  months  ended  June  30,  2001, our net profit was $37,153
compared  to  a  net  loss of $52,909  for the three months ended June 30, 2000.
For the six months ended June 30, 2001, net profit was $55,694 compared to a net
loss  of  $128,940  for  the  six  months  ended  June 30, 2000.  The profit was
primarily attributable to the decrease in general and administrative expenses as
described  above,  along  with  increased  revenues  for  the  period.

     Cash  Flows

     Operating  activities  generated  net  cash  of $117,599 for the six months
ended  June  30, 2001 compared to $181,497 used in the six months ended June 30,
2000.  Net  cash generated by operating activities in the six month period ended
June  30,  2001 resulted primarily from net operating profit for the period plus
depreciation.

     Investing  activities used net cash of $83,573 in the six months ended June
30,  2001  compared  to  $100,624  in  the six months ended June 30, 2000.   The
$100,624  investment  in  the  six months ended June 30, 2000 is the purchase of
land  for  expansion  of  the Hahnville facility.  The $83,573 investment in the
first  six  months  of  2001  is the purchase of new service trucks for chemical
delivery  and  service.

     Financing  activities used cash of $33,881 in the six months ended June 30,
2001  compared  to  cash provided by financing activities of $307,725 in the six
months  ended  June  30,  2000. Cash provided by financing activities in the six
months  ended  June 30, 2000 resulted primarily from issuances of stock for cash
in  the  amount  of  $290,000.  There  was no issuance of stock in the six month
period  ended  June  30,  2001. The $33,881 of cash used in the six months ended
June  30,  2001  was  for  reduction  of  notes  payable.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30, 2001, we had cash of $250 and negative working capital of
$30,452.  We  expect  to  provide  cash  flow from operations during the current
fiscal year as the Hahnville facility continues to generate positive cash flows.
Revenues  are  expected  to continue to increase but  there is no assurance that
our  estimates  will  prove to be correct, and that we will continue to generate
positive  cash  flow  from  operations.  We  estimate  our  monthly  operating
expenditure  for  the  remainder  of fiscal 2001 will be approximately $140,000,
although  unexpected expenses may increase our monthly outlays.  In addition, we
are  considering  additional  acquisitions  during  the  year,  which will cause
increased  expenditures.

     As of June 30, 2001, we had notes payable aggregating $906,685 to financial
institutions  and  entities due through September 2008 at interest rates ranging
from  8.25% to 14.7%.  Of these notes payable, $83,396 are due during the second
half of 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  $1,450  per  month.

     We  do  not have any significant credit facilities available with financial
institutions or other third parties, and we are therefore dependent on cash flow
from  operations.  In  addition,  although  we  have  received advances from our
officers  in  the  past,  we  do not expect that we will be able to rely on such
advances  in  the  future.

     We have arranged other short term external financing, and are continuing to
seek  additional  long  term financing to improve cash flow. However there is no
assurance  that  we  will  be  able  to obtain additional financing on favorable
terms,  if  at  all.  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 if we curtail growth expenditures, and use
all  cash  flows  from  operations  to  fund  our  current  operations.


<PAGE>
                                     PART II
                                OTHER INFORMATION

     Pursuant  to the Instructions to Part II of the Form 10-QSB, Items 1, 2, 3,
and  5  are  omitted.

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

     We  held  our  annual  meeting of shareholders on May 31, 2001 in which we:

     -    re-elected  our current directors; Kenneth Phillips, Jay Phillips, and
          Richard  Royall;
     -    ratified  the  appointment  of our auditors McManus & Co., P.C. by the
          following  vote:  17,868,598  for,  791,598  against,  and  25,000
          abstentions;
     -    voted  on  amending  and  restating  our  articles of incorporation as
          follows:
          1.   an  amendment  permitting  the  issuance  of preferred stock by a
               resolution  of  the  Board  of  Directors  was  ratified  by  the
               following  vote:  14,062,737  for,  69,667  against,  and  59,900
               abstentions.
          2.   an amendment permitting the shareholders to take action without a
               meeting  was  ratified by the following vote: 13,827,136 for, 414
               against,  25,000  abstentions.
          3.   an amendment permitting the Company to indemnify its officers and
               directors  to  the  fullest  extent  permitted  by  Texas law was
               ratified  by  the following vote: 17,855,090 for, 25,000 against,
               25,000  abstentions.
          4.   an  amendment permitting the elimination of cumulative voting was
               ratified  by  the following vote: 13,814,836 for, 35,414 against,
               25,000  abstentions.

          All  of  the  proposed  amendments  were  approved and the Articles of
          Incorporation  were  amended  accordingly.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (a)     EXHIBITS


EXHIBIT  NO.               IDENTIFICATION  OF  EXHIBIT


Exhibit 3.1                Amended  and  restated  Articles  of Incorporation of
                           Fleetclean  Systems  Inc.
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               Lease/Purchase  Agreement  (Filed  previously on Form
                           10-SB,  dated  11/24/99)
Exhibit 10.2               Fleetclean  Systems,  Inc.  2000  Stock  Option  Plan
                           (Filed  previously  as  Appendix  A  to  the  proxy
                           statement filed on Schedule 14A, dated  5/1/00)

          (b)   REPORTS  ON  FORM  8-K

No  reports  were filed on form 8-K during the three-month period ended June 30,
2001.


<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) 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:  August 6, 2001                     By:  /s/  Kenneth  A.  Phillips
                                             --------------------------------
                                             Kenneth A. Phillips, President


<PAGE>
                                  EXHIBIT INDEX
                                  -------------



EXHIBIT  NO.               IDENTIFICATION  OF  EXHIBIT


Exhibit 3.1                Amended  and  restated  Articles  of Incorporation of
                           Fleetclean  Systems  Inc.
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               Lease/Purchase  Agreement  (Filed  previously on Form
                           10-SB,  dated  11/24/99)
Exhibit 10.2               Fleetclean  Systems,  Inc.  2000  Stock  Option  Plan
                           (Filed  previously  as  Appendix  A  to  the  proxy
                           statement filed on Schedule 14A, dated  5/1/00)


<PAGE>