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

                                  FORM 10-QSB/A


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

                 For the quarterly period ended March 31, 2003
                                       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 its charter


             TEXAS                                     76-0196431
     State of Incorporation                 IRS Employer Identification Number



                         P.O. BOX 727,  821 HWY 834 EAST
                               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 6,
2003 was 22,169,823.


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

                                     ASSETS


                                                      31-MAR
                                                       2003
                                                    ----------
                                                     UNAUDITED
<S>                                                 <C>
CURRENT ASSETS:
  CASH                                              $      250
  ACCOUNTS RECEIVABLE - NET                            211,783
  EMPLOYEE ADVANCES                                      5,543
  INVENTORY                                            149,259
  PREPAID EXPENSES                                       7,535
                                                    ----------
        TOTAL CURRENT ASSETS                           374,370

PROPERTY, PLANT, AND EQUIPMENT: - NET                1,517,717

OTHER ASSETS:
  OTHER ASSETS                                           2,220
  GOODWILL                                             164,153
                                                    ----------

        TOTAL OTHER ASSETS                             166,373
                                                    ----------

TOTAL ASSETS                                        $2,058,460
                                                    ==========
</TABLE>


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

                       LIABIITIES AND STOCKHOLDERS' EQUITY


                                                             31-MAR
                                                              2003
                                                           ----------
UNAUDITED
<S>                                                        <C>
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                                         $  338,123
  NOTES PAYABLE                                               135,505
  INSURANCE PAYABLE                                            14,628
  ACCRUED EXPENSES                                             64,033
                                                           ----------

    TOTAL CURRENT LIABILITIES                                 552,289

LONG-TERM LIABILITIES:
  NOTES PAYABLE - NET OF CURRENT PORTION                      489,166
  CONVERTIBLE DEBENTURES                                      225,000

    TOTAL LONG-TERM LIABILITIES                               714,166


TOTAL LIABILITIES                                           1,266,455
                                                           ----------


STOCKHOLDERS' EQUITY:
  COMMON STOCK - $.01 PAR VALUE
  AUTHORIZED 50,000,000 SHARES
  ISSUED AND OUTSTANDING - 22,169,823                         221,698
  PAID IN CAPITAL                                           1,303,913
  RETAINED EARNINGS                                          -733,606
                                                           ----------

    TOTAL STOCKHOLDERS' EQUITY                                792,005
                                                           ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $2,058,460
                                                           ==========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC.
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002



                                                        THREE        THREE
                                                       MONTHS        MONTHS
                                                        2,003        2,002
                                                      UNAUDITED    UNAUDITED
<S>                                                  <C>          <C>
REVENUES:
  NET SALES                                          $   468,902  $   427,486

  LESS: COST OF GOODS SOLD                               171,615      140,589
                                                     -----------  ------------

    GROSS PROFIT                                         297,287      286,897
                                                     -----------  ------------

OPERATING EXPENSES:
  SALARIES AND PAYROLL TAXES                             109,979      121,560
  ADVERTISING                                                 96          190
  AUTO EXPENSE                                            15,378       11,795
  CUSTOMER DAMAGE                                                         650
  DEPRECIATION AND AMORTIZATION                           43,013       46,256
  DUES & SUBSCRIPTIONS                                       873        1,020
  ENTERTAINMENT                                                            51
  EQUIPMENT REPAIRS                                        1,654        5,133
  INSURANCE                                               23,137       27,777
  INVESTOR RELATIONS                                       1,481        1,775
  LICENSES  & FEES                                         2,859        2,922
  OFFICE EXPENSE                                           3,230        4,525
  POSTAGE/FREIGHT                                          1,489          593
  PROFESSIONAL FEES                                        7,065        2,835
  RENT                                                     3,975        4,350
  SHOP EXPENSE                                             5,189        8,812
  TAXES - OTHER                                            4,770        3,319
  TELEPHONE & UTILITIES                                   19,538       15,624
  TRAILER EXPENSE                                            210          458
  TRAVEL                                                   4,422        6,778
                                                     -----------  ------------

    TOTAL OPERATING EXPENSES                             248,358      266,423
                                                     -----------  ------------

NET INCOME (LOSS) FROM OPERATIONS                         48,929       20,474

OTHER INCOME (EXPENSE)
  MISCELLANEOUS INCOME - NET                                 279          318
  GAIN ON SALES OF ASSET                                       0            0
  INTEREST EXPENSE                                       -20,711      -20,876
                                                     -----------  ------------

    TOTAL OTHER INCOME (EXPENSE)                         -20,432      -20,558
                                                     -----------  ------------

NET INCOME (LOSS)                                    $    28,497         -$84
                                                     ===========  ============

    NET INCOME (LOSS) PER COMMON SHARE
      BASIC                                          $      0.00  $     (0.00)
      DILUTED                                        $      0.00  $     (0.00)

WEIGHTED AVERAGE SHARES OUTSTANDING                   22,169,823   18,796,746
</TABLE>


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


                                                                2003       2002
                                                             ----------  ---------
UNAUDITED                                                    UNAUDITED
<S>                                                          <C>         <C>
OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                          $   28,497       -$84
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES:
    STOCK ISSUED FOR CONVERSION OF DEBT                                      3,125
    STOCK ISSUED FOR SERVICES RENDERED
    DEPRECIATION AND AMORTIZATION                                43,013     46,256
    (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE                  -62,518      5,145
    (INCREASE)/DECREASE IN EMPLOYEE ADVANCES                     -1,492       -378
    (INCREASE)/DECREASE IN INVENTORIES                           -7,039     -2,417
    (INCREASE)/DECREASE IN PREPAID EXPENSES                       2,409    -59,772
    (INCREASE)/DECREASE IN OTHER ASSETS                                     -5,000
    INCREASE/(DECREASE) IN ACCOUNTS PAYABLE                      20,912     29,990
    INCREASE/(DECREASE) IN INSURANCE PAYABLE                      6,258     54,554
    INCREASE/(DECREASE) IN ACCRUED EXPENSES                      12,657     -8,481
                                                             ----------  ---------

     NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES        42,697     62,938

INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT                     -1,203   -236,096

FINANCING ACTIVITIES:
    INCREASE/(DECREASE) IN NOTES PAYABLE                        -41,494    173,158
                                                             ----------  ---------
    ISSUANCE OF COMMON STOCK - NET

      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES      -41,494    173,158

  NET INCREASE/(DECREASE) IN CASH                                     0          0

CASH AT BEGINNING OF PERIOD                                         250        250
                                                             ----------  ---------

CASH AT END OF PERIOD                                        $      250  $     250
                                                             ==========  =========


SUPPLEMENTAL DISCLOSURES OF  CASH FLOW INFORMATION
     CASH PAID DURING THE PERIODS ENDED, MARCH 30                  2003       2002
                                                             ----------  ---------

          INTEREST EXPENSE                                   $   20,711  $  20,876
          INCOME TAX                                                  0          0
          PURCHASE OF PROPERTY IN FREEPORT, TEXAS                        $ 221,642
</TABLE>


<PAGE>
ITEM 1.   FINANCIAL STATEMENTS

                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                 MARCH 31, 2003
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, 2003 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, 2002, included with
the Company's Form 10-KSB, as filed with the Securities and Exchange Commission.

NOTE 2 -  OUTSTANDING WARRANTS:


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


NOTE 3 - ACCOUNTING CHANGES

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized; however, these assets must be reviewed at least annually for
impairment. Intangible assets with finite useful lives will continue to be
amortized over their respective useful lives. The non-amortization provisions of
SFAS No. 142 were effective immediately for goodwill and intangible assets with
indefinite useful lives acquired after June 30, 2001. Fleetclean applied the
non-amortization provisions of SFAS No. 142 to the remainder of its goodwill
assets effective January 1, 2002. The application of these provisions resulted
in increasing operating income by $14,000 in 2002. Fleetclean performed a
transitional impairment test for all recorded goodwill by June 30, 2002.


     As discussed above, Fleetclean adopted SFAS No. 142 effective Janaury 1,
2002. The provisions of SFAS No. 142 require that a two-step transitional
impairment test be performed on all goodwill. In the first step, the fair value
of each reporting unit is compared to its carrying value. If the fair value
exceeds the carrying value, goodwill is not impaired and no further testing is
performed. If the carrying value exceeds the fair value, then the second step
must be performed, and the implied fair value of the reporting unit's goodwill
must be determined and compared to the carrying value of the goodwill for the
reporting unit. If the carrying value of a reporting unit's goodwill exceeds its
implied fair value, then an impairment loss equal to the difference will be
recorded as a cumulative effect of a change in accounting principle. With regard
to its goodwill balance at Janaury 1, 2002, Fleetclean performed the first step
of this evaluation by June 30, 2002 with no goodwill being impaired.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

     This Management's Discussion and Analysis as of March 31, 2003 and for the
three-month period ended March 31, 2003 and 2002 should be read in conjunction
with the unaudited condensed consolidated financial statements and notes thereto
set forth in Item 1 of this report.

     Some of the statements contained in this report discuss future
expectations, contain projections of results of operations or financial
conditions, or state other forward looking information. 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,"


<PAGE>
"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, 2002.  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.
In April 2002 we purchased a tank wash facility in Freeport Texas at a cost of
$220,000. This facility has been inactive for approximately two years, and was
purchased out of the bankruptcy of Matlack Systems Inc.  We expect to remodel
and upgrade the facility during 2003, prior to opening for business, at an
anticipated capital expenditure of $250,000.  This upgrade will depend on our
obtaining financing for the improvements.  At present we have no commitment for
financing, and if financing is unavailable the opening of the Freeport facility
will be delayed.  Management believes that financing can be arranged so that the
upgrade of the Freeport facility can be done this year, however we cannot be
assured that financing can be obtained.

     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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General

     Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our Financial Statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets
and liabilities. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

     Management believes there have been no significant changes during the
three-month period ended March 31, 2003 to the items which we disclosed as our
accounting policies and estimates in Management's Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form
10-KSB for the year ended December 31, 2002, except for the items discussed
below.

Long-Lived Assets Including Finite-Lived Purchased Intangible Assets

     We review property, plant and equipment and intangible assets with finite
lives whenever events or changes in circumstances indicate the carrying value of
an asset may not be recoverable in accordance with SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." Our asset impairment review
assesses the fair value of the assets based on the future cash flow the assets
are expected to generate. An impairment loss is recognized when estimated


<PAGE>
undiscounted future cash flow expected to result from the use of the asset plus
net proceeds expected from disposition of the asset (if any) are less than the
carrying value of the asset. When an impairment is identified, the carrying
amount of the asset is reduced to its estimated fair value based on a discounted
cash flow approach or, when available and appropriate, comparable market values.
Such evaluations of impairment of long-lived assets including purchased
intangible assets with finite lives are an integral part of, but are not limited
to, our strategic reviews of our business and operations performed in
conjunction with restructuring actions. Deterioration of our business in a
geographic region in the future could also lead to impairment adjustments as
such issues are identified.

Valuation of Goodwill

     We review goodwill at least annually and whenever events or changes in
circumstances indicate the carrying value of an asset may not be recoverable in
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The
provisions of SFAS No. 142 require that a two-step transitional impairment test
be performed on goodwill. In the first step, the fair value of each reporting
unit is compared to its carrying value. The fair value is estimated using a
discounted cash flow approach. When available and as appropriate, comparative
market multiples are also used to supplement the discounted cash flow approach.
If the fair value of the reporting unit exceeds the carrying value of the assets
assigned to that unit, goodwill is not impaired and no further testing is
performed. If the carrying value of the assets assigned to the reporting unit
exceeds the fair value of the reporting unit, then the second step must be
performed, and the implied fair value of the reporting unit's goodwill must be
determined and compared to the carrying value of the reporting unit's goodwill.
If the carrying value of a reporting unit's goodwill exceeds its implied fair
value, then an impairment loss equal to the difference will be recorded.

     The discounted cash flow approach for estimating the fair value of
long-lived assets, goodwill and purchased intangible assets is dependent on a
number of factors including estimates of future market growth, forecasted
revenue and costs, expected periods the assets will be utilized and appropriate
discount rates used to calculate the discounted cash flow. Our fair value
estimates, as well as the allocation of net assets to reporting units, are based
on assumptions we believe to be reasonable but which are unpredictable and
inherently uncertain and as a result actual results may differ from those
estimates.


QUARTER ENDED MARCH 31, 2003 COMPARED TO THE QUARTER  ENDED MARCH 31, 2002

     Revenues

     Total revenues increased to $468,902 for the quarter ended March 31, 2003
compared with $427,486 for the quarter ended March 31, 2002.  The overall
increase of 9.7% was attributable to a 9.7% increase in internal tank cleaning
revenues from the Hahnville facility, and a 9.7% increase in chemical revenue
during the first quarter.

     Cost of goods sold


     For the quarter ended March 31, 2003, cost of goods sold increased to
$171,615 from $140,589 during the quarter ended March 31, 2002. The overall
increase of 22% was attributable to increased cost of purchased materials and
increased cost of waste water disposal at the Hahnville facility, where cost of
goods sold increased by 11.8%, and an increase in the cost of purchased
materials in the chemical business where cost of goods sold increased by 40%.
Additionally, inventory was devalued by $5000 to establish a reserve for
obselescence. Our gross margin as a percent of revenue decreased for the quarter
ended March 31, 2003 to 63% from 67% for the quarter ended March 31, 2002. The
decline in gross margin percentage was due to the lower margins received from
our internal tank washing revenues in the Hahnville facility and the lower
margin in the chemical business, both as a result of increased costs of
purchased materials, plus the $5000 inventory adjustment. Historically the gross
margin on tank cleaning operations has been 55%, while the gross margin on the
chemical business averages 80%. As tank cleaning revenues continue to increase
to become the larger percent of total revenue, due to the expected addition of
the revenue from the Freeport tank wash later this year, the overall gross
margin percentage will continue to decrease, even though revenues and net profit
are expected to increase.



<PAGE>
     Operating Expenses

     For the quarter ended March 31, 2003, operating expenses decreased to
$248,358 from $266,423 during the quarter ended March 31, 2002.  The decrease of
7% was primarily due to:

-    A decrease in salary expense attributable to a reduction of staff and
     combining of duties, and

-    A decrease in insurance and travel expense.

..

     Net Profit

     For the quarter ended March 31, 2003, our net profit was $28,497 compared
to a net loss of $84 for the quarter ended March 31, 2002.  The profit was
primarily attributable to the increase in revenue and reduction of operating
expenses as described above.

     Cash Flows

     Our operating activities provided net cash of $42,697 in the first quarter
of 2003 compared to producing $62,938 in the first quarter of 2002. Net cash
provided by operating activities in the first quarter of 2003 resulted primarily
from net operating profit for the quarter, plus depreciation.

     Our investing activities used net cash of $1,203 in the first quarter of
2003 compared to $236,096 in the first quarter 2002. The decrease of investing
activities is attributable to no significant capital expenditures during the
first quarter of 2003, compared to the purchase of a tank cleaning facility in
Freeport Texas in the first quarter of 2002 plus capital equipment for the
Hahnville Louisiana tank cleaning facility.


     Our financing activities used cash of $41,494 in the first quarter of 2003
compared to $173,158 provided by financing in the first quarter of 2002. The
cash used in 2003 was for reduction of notes payable, and there were no sales of
common stock or new notes payable.


LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2003, we had cash of $250 and negative working capital of
$177,919.  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 estimate our monthly operating expenditure for fiscal 2003 will be
approximately $140,000, although unexpected expenses may increase our monthly
outlays.

     As of March 31, 2003, we had notes payable aggregating $624,671 to
financial institutions and entities due through March  2012 at interest rates
ranging from 8.25% to 14.7%.  Of these notes payable, $125,513 is due during the
remaining 9 months of the year ended December 31, 2003.  In addition, we are
currently leasing several other properties on a month to month basis, with
aggregate lease payments of $1,325 per month.

     In March 2004 we have a significant balloon payment due on the Hahnville
tank wash facility.  At present we have no commitment for refinancing of the
debt.  Negotiations are currently ongoing with potential lenders with the intent
of having financing available when the note is due.  We are confident that
satisfactory financing arrangements will be in place though we cannot guarantee
such at this time.  If refinancing were to be impossible, the facility could be
lost which would be a significant loss to the company.

     Additionally, in connection with our purchase of the Freeport tank wash
facility, we raised $225,000 through a private placement of convertible debt
(the "private placement"). The notes were sold in increments of $25,000 and bear
interest at 7.25%.  Interest is paid quarterly and the notes are convertible
into common stock at 75% of the bid price on the date of conversion.  The notes
are convertible 1 year after closing through maturity at the option of the


<PAGE>
holder. The notes are held by twelve individuals, or entities, and in the event
that a significant number of the note holders were to convert the notes to
common stock, it would result in a change in control of the company.  The
conversion period is in effect at this time and there has been no indication of
any intent to convert.  We estimate needed renovations, to the Freeport tank
wash facility will cost approximately $250,000.  We intend to finance the
renovations through additional monies raised from debt or equity offerings, or
through additional loans from financial institutions.  At this time, we have no
commitments for any additional funds for the renovation work, and as such, any
delays in obtaining financing could delay the opening of the facility.

Item 3.   Controls and Procedures.

     Based  on  the  evaluation  conducted  by  Kenneth Phillips, both the Chief
Executive  Officer  ("CEO")  and  Chief  Financial Officer ("CFO"), as of a date
within  90 days of the filing date of this quarterly report ("Evaluation Date"),
of  the  effectiveness  of  the  Company's  disclosure  controls and procedures,
Kenneth  Phillips  concluded  that, as of the Evaluation Date, (1) there were no
significant  deficiencies  or  material  weaknesses  in the Company's disclosure
controls  and  procedures,  (2)  there  were  no significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent to the Evaluation Date and (3) no corrective actions were required to
be  taken

                                    PART II
                                OTHER INFORMATION

     Pursuant  to  the  Instructions to Part II of the Form 10-QSB, Items 1& 3-5
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)

Exhibit 99.1        Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


     (b)   REPORTS  ON  FORM  8-K

     None

                                   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 16, 2003                 By: /s/ Kenneth A. Phillips
                                      ---------------------------------------
                                      Kenneth A. Phillips, President


<PAGE>

CERTIFICATIONS

I, Kenneth A. Phillips, Chief Executive Officer and Chief Financial Officer,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of Fleetclean Systems,
Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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: May 16, 2003



/s/ Kenneth A. Phillips
-------------------------------------------------
Kenneth A. Phillips,
Chief Executive Officer & Chief Financial Officer



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