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 six month period ended June 30, 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 August 14,
2003 was 23,289,823.


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

                                     ASSETS


                                                                 JUNE 30
                                                                   2003
                                                                ----------
                                                                 UNAUDITED
<S>                                                             <C>
CURRENT ASSETS:
    CASH                                                        $      250
    ACCOUNTS RECEIVABLE - NET                                      165,262
    EMPLOYEE ADVANCES                                                2,709
    INVENTORY                                                      152,168
    PREPAID EXPENSES                                                32,749
                                                                ----------
      TOTAL CURRENT ASSETS                                         353,139

PROPERTY, PLANT, AND EQUIPMENT - NET                             1,479,844

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

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

TOTAL ASSETS                                                    $1,999,356
                                                                ==========
</TABLE>


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

                       LIABIITIES AND STOCKHOLDERS' EQUITY


                                                                JUNE 30
                                                                  2003
                                                               ----------
                                                                UNAUDITED
<S>                                                            <C>
CURRENT LIABILITIES:
    ACCOUNTS PAYABLE                                           $  324,723
    NOTES PAYABLE                                                 398,820
    INSURANCE PAYABLE                                              25,091
    ACCRUED EXPENSES                                               42,261
                                                               ----------

      TOTAL CURRENT LIABILITIES                                   790,895

LONG-TERM LIABILITIES:
    NOTES PAYABLE - NET OF CURRENT PORTION                        183,539
    CONVERTIBLE DEBENTURES                                        225,000
                                                               ----------

      TOTAL LONG-TERM LIABILITIES                                 408,539
                                                               ----------

TOTAL LIABILITIES                                               1,199,435
                                                               ----------


STOCKHOLDERS' EQUITY:
    COMMON STOCK - $.01 PAR VALUE
    AUTHORIZED 50,000,000 SHARES
    ISSUED AND OUTSTANDING - 23,289,823                           232,898
    PAID IN CAPITAL                                             1,327,713
    RETAINED EARNINGS                                            -760,690
                                                               ----------

      TOTAL STOCKHOLDERS' EQUITY                                  799,921
                                                               ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $1,999,356
                                                               ==========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                     FLEETCLEAN SYSTEMS INC.
                                     STATEMENTS OF OPERATIONS
                         SIX AND THREE MONTHS ENDED JUNE 30, 2003 AND 2002


                                                     SIX          SIX         THREE        THREE
                                                    MONTHS       MONTHS       MONTHS       MONTHS
                                                     2003         2002         2003         2002
                                                  --------------------------------------------------
                                                    UNAUDITED    UNAUDITED    UNAUDITED    UNAUDITED
<S>                                               <C>          <C>          <C>          <C>
REVENUES:
    NET SALES                                     $   885,143  $   796,470  $   416,241  $   368,985

    LESS: COST OF GOODS SOLD                          323,630      273,155  $   152,015      133,523
                                                  --------------------------------------------------

      GROSS PROFIT                                    561,513      523,315  $   264,226      235,462
                                                  --------------------------------------------------

OPERATING EXPENSES:
    SALARIES AND PAYROLL TAXES                        230,289      262,729  $   120,310      141,169
    ADVERTISING                                           508          349  $       412          159
    AUTO EXPENSE                                       27,865       23,745  $    12,487       11,950
    CUSTOMER DAMAGE                                         0  $     2,600            0        1,950
    DEPRECIATION AND AMORTIZATION                      86,026       92,511  $    43,013       46,256
    DUES & SUBSCRIPTIONS                                  921        1,865  $        48          845
    ENTERTAINMENT                                         236          148  $       236           97
    EQUIPMENT REPAIRS                                   5,229            0  $     3,575            0
    INSURANCE                                          44,247       55,610  $    21,110       27,833
    INVESTOR RELATIONS                                  2,425        2,600  $       944          825
    LICENSES  & FEES                                    4,735        2,971  $     1,876           49
    OFFICE EXPENSE                                      6,930        8,784  $     3,700        4,260
    POSTAGE/FREIGHT                                     3,813        4,760  $     2,324        3,211
    PROFESSIONAL FEES                                  26,065       10,883  $    19,000        8,048
    RENT                                                7,950        7,675  $     3,975        3,325
    SHOP EXPENSE                                       13,081       26,065  $     7,892       12,121
    TAXES - OTHER                                       9,249        5,837  $     4,480        2,518
    TELEPHONE & UTILITIES                              39,771       30,686  $    20,233       14,682
    TRAILER EXPENSE                                       449          583  $       239          504
    TRAVEL                                             10,736       11,237  $     6,314        4,459
                                                  --------------------------------------------------

      TOTAL OPERATING EXPENSES                        520,526      551,638  $   272,168      284,261
                                                  --------------------------------------------------

NET INCOME (LOSS) FROM OPERATIONS                      40,987      -28,324      -$7,942      -48,799

OTHER INCOME/EXPENSE:
    MISCELLANEOUS INCOME - NET                            667          651  $       389          334
    INTEREST EXPENSE                                  -40,242      -41,804     -$19,531      -20,928
                                                  --------------------------------------------------

      TOTAL OTHER INCOME                              -39,575      -41,153      -19,142      -20,594
                                                  --------------------------------------------------

NET INCOME (LOSS) BEFORE INCOME TAXES                   1,413      -69,477     -$27,084      -69,393
                                                  ==================================================

                                                  ==================================================
      NET LOSS PER COMMON SHARE
        BASIC                                     $      0.00  $      0.00  $      0.00  $      0.00
        DILUTED                                   $      0.00  $      0.00  $      0.00  $      0.00

      WEIGHTED AVERAGE SHARES OUTSTANDING
        BASIC                                      22,181,141   19,046,746   22,175,677   18,796,746
        DILUTED                                    22,181,141   19,046,746   22,175,677   18,796,746
</TABLE>


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


                                                            2003       2002
                                                         ---------------------
                                                          UNAUDITED  UNAUDITED
<S>                                                      <C>         <C>
OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                      $    1,413   -$69,477
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES:
    STOCK ISSUED FOR SERVICES RENDERED                       10,000     18,725
    DEPRECIATION AND AMORTIZATION                            86,026     92,511
    (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE              -15,996     43,245
    (INCREASE)/DECREASE IN EMPLOYEE ADVANCES                  1,341     -5,074
    (INCREASE)/DECREASE IN INVENTORIES                       -9,948    -13,790
    (INCREASE)/DECREASE IN PREPAID EXPENSES                 -22,805    -37,781
    (INCREASE)/DECREASE IN OTHER ASSETS                           0     -5,775
    INCREASE/(DECREASE) IN ACCOUNTS PAYABLE                   7,511     27,325
    INCREASE/(DECREASE) IN INSURANCE PAYABLE                 16,722     31,556
    INCREASE/(DECREASE) IN ACCRUED EXPENSES                  -9,114    -12,710
                                                         ---------------------

     NET CASH PROVIDED BY  OPERATING ACTIVITIES              65,150     68,755

INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT                 -6,345   -239,179

     NET CASH USED INVESTING ACTIVITIES                      -6,345   -239,179

FINANCING ACTIVITIES:
    INCREASE/(DECREASE) IN NOTES PAYABLE                    -83,805    145,424
    INCREASE/(DECREASE) IN ADVANCE FROM OFFICER
    ISSUANCE OF COMMON STOCK - NET                           25,000     25,000
                                                         ---------------------

      NET CASH PROVIDED BY (USED) FINANCING ACTIVITIES      -58,805    170,424

  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, JUNE 30               2003       2002
                                                         ---------------------

          INTEREST EXPENSE                               $   40,242  $  41,804
          INCOME TAX                                              0          0
          PURCHASE OF PROPERTY IN FREEPORT, TEXAS                 0    221,642
</TABLE>


<PAGE>
ITEM 1.   FINANCIAL STATEMENTS

                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                  JUNE 30, 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
six-month period ended June 30, 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.
     880,000 stock purchase warrants expiring December 31, 2007 at a purchase
     price of $0.20 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 June 30, 2003 and for the
three-month period ended June 30, 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,"
"will," "should," "estimates," "predicts," "potential," "continue," "strategy,"
"believes," "anticipates," "plans," "expects," "intends," and similar
expressions are intended to identify forward-looking statements.  Our actual


<PAGE>
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 $300,000.  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 June 30, 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 undiscounted future cash flow expected to result from the use of the


<PAGE>
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 JUNE 30, 2003 COMPARED TO THE QUARTER  ENDED JUNE 30, 2002

     Revenues

     Total revenues increased to $416,241 for the quarter ended June 30, 2003
compared with $368,985 for the quarter ended June 30, 2002.  The overall
increase of 12.8% was attributable to a $36,668 increase in internal tank
cleaning revenues from the Hahnville facility, and a $52,005 increase in
chemical division revenue during the first quarter. The increase in chemical
division revenue is due to increased  equipment sales.

     Cost of goods sold

     For the quarter ended June 30, 2003, cost of goods sold increased to
$152,015 from $133,523 during the quarter ended June 30, 2002. The overall
increase of 13.8% was attributable to increased cost of purchased materials at
the Hahnville facility, where cost of goods sold increased by 8%, and an
increase in the cost of purchased materials in the chemical business where cost
of goods sold increased by 46.5% due to costs of purchased materials for
equipment sales. Our gross margin as a percent of revenue remained unchanged at
63% for the quarter ended June 30, 2003 when compared to the quarter ended June
30, 2002. For the six month period ended June 30, 2003 the gross margin on tank
cleaning operations was 52.5%, while the gross margin on the chemical business
was 75.6% after inventory was devalued by $5000 to establish a reserve for
obselescence. 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.

     Operating Expenses

     For the quarter ended June 30, 2003, operating expenses decreased to
$272,168 from $284,261 during the quarter ended June 30, 2002.  The decrease of
4.3% was primarily due to:


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

-    A decrease in insurance expense.

     The reduction in expenses was partially offset by an increase in
professional fees of $10,952. Of this amount $10,000 was a non cash expense paid
in common stock as shown in the cash flow analysis.

     Net Profit

     For the quarter ended June 30, 2003, our net loss was $27,084 compared to a
net loss of $69,393 for the quarter ended June 30, 2002.  The reduced loss was
primarily attributable to the increase in revenue and reduction of operating
expenses as described above. For the six month period ended June 30, 2003 the
net profit was $1,413 compared to a net loss of $69,477 for the six month period
ended June 30, 2002.  The net improvement was $70,890 for the comparable six
month periods.

     Cash Flows

     Our operating activities provided net cash of $65,150 in the first six
months of 2003 compared to $68,755 net cash provided in the first six months of
2002. Net cash provided by operating activities in the first six months of 2003
resulted primarily from net operating profit for the period, plus depreciation
and the conversion of debt to equity through the issuance of 1,000,000 shares of
restricted common stock valued at $10,000.

     Our investing activities used net cash of $6,345 in the first six months of
2003 compared to $239,179 in the first quarter 2002.  The decrease of investing
activities is attributable to no significant capital expenditures during the
first six months 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 $58,805 in the first six months of
2003 compared to $170,424 provided by financing in the first six months of 2002.
The cash used in 2003 was for an $83,805 reduction of notes payable, partially
offset by the sale of 120,000 shares of restricted common stock for $25,000.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2003, we had cash of $250 and negative working capital of
$437,756.  We do expect to receive cash flow from operations during the current
fiscal year as the Hahnville facility and the chemical division  continue 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 June 30, 2003, we had notes payable aggregating $582,359 to financial
institutions and entities due through March  2012 at interest rates ranging from
8.25% to 14.7%.  Of these notes payable, $83,123 is due during the remaining 6
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
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


<PAGE>
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 $300,000.  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

     In accordance with the Exchange Act, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of June 30, 2003 to provide reasonable assurance that information
required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms. There has
been no change in our internal controls over financial reporting that occurred
during the three months ended June 30, 2003 that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.

                                     PART II
                                OTHER INFORMATION

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

Item 2.     Changes in Securities and Use of Proceeds.

     Set forth below is certain information concerning all issuances of
securities by the Company during the fiscal quarter ended June 30, 2003, that
were not registered under the Securities Act.

     In June 2003, the Company issued 500,000 shares of common stock each to Mr.
Richard Royall, a director of the Company, and to another consultant in
consideration for services rendered pursuant to the exemption provided by
Section 4(2) and Regulation D of the Securities Act.

     In June 2003, the Company sold 120,000 shares of common stock for $25,000
to an accredited investor pursuant to the exemption provided by Regulation D of
the Securities Act, and issued such investor a warrant to purchase 880,000
shares of common stock at an exercise price of $.20 per share expiring December
31, 2007.

     The above transactions were completed pursuant to either Section 4(2) of
the Securities Act or Rule 506 of Regulation D of the Securities Act. With
respect to issuances made pursuant to Section 4(2) of the Securities Act, the
transactions did not involve any public offering and were sold to a limited
group of persons. Each recipient either received adequate information about the
Company or had access, through employment or other relationships, to such
information, and the Company determined that each recipient had such knowledge
and experience in financial and business matters that they were able to evaluate
the merits and risks of an investment in the Company.

     With respect to issuances made pursuant to Rule 506 of Regulation D of the
Securities Act, the Company determined that each purchaser was an "accredited
investor" as defined in Rule 501(a) under the Securities Act.

     All sales of the Company's securities were made by officers of the Company
who received no commission or other remuneration for the solicitation of any
person in connection with the respective sales of securities described above.
The recipients of securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions.

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 31.1   Chief Executive Officer/Chief Financial Officer Certification
               pursuant to Section 13A-14 of the Securities Exchange Act

Exhibit 32.1   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


<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: August 14, 2003                    By:
                                             -----------------------------------
                                             Kenneth A. Phillips, President




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