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 September 30, 2002

                                       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 November
12,  2002  was  22,169,824


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

                             FLEETCLEAN SYSTEMS INC
                                 BALANCE SHEETS

                                     ASSETS


                                                                   SEPT
                                                                   2002
                                                                ----------
                                                                UNAUDITED
<S>                                                             <C>
CURRENT ASSETS:
  CASH                                                          $      250
  ACCOUNTS RECEIVABLE - NET                                        170,187
  EMPLOYEE ADVANCES                                                  9,745
  INVENTORY                                                        167,786
  PREPAID EXPENSES                                                  31,611
  DEFERRED TAX ASSET                                                     0
                                                                ----------
    TOTAL CURRENT ASSETS                                           379,578

PROPERTY, PLANT, AND EQUIPMENT: - NET                            1,592,493

OTHER ASSETS:
  OTHER ASSETS                                                       8,120
  GOODWILL - NET                                                   164,153
                                                                ----------

    TOTAL OTHER ASSETS                                             172,273
                                                                ----------

TOTAL ASSETS                                                    $2,144,343
                                                                ==========
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            FLEETCLEAN SYSTEMS INC
                               BALANCE SHEETS

                     LIABIITIES AND STOCKHOLDERS' EQUITY


                                                                    SEPT
                                                                    2002
                                                                ----------
                                                                 UNAUDITED
<S>                                                             <C>
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                                              $  309,885
  NOTES PAYABLE                                                    288,209
  INSURANCE PAYABLE                                                 19,989
  ACCRUED EXPENSES                                                  45,647
                                                                ----------

    TOTAL CURRENT LIABILITIES                                      663,730

LONG-TERM LIABILITIES:
  DEFERRED TAX LIABILITY
  NOTES PAYABLE - NET OF CURRENT PORTION                           641,490
                                                                ----------

    TOTAL LONG-TERM LIABILITIES                                    641,490
                                                                ----------

TOTAL LIABILITIES                                                1,305,220
                                                                ----------

STOCKHOLDERS' EQUITY:
  COMMON STOCK - $.01 PAR VALUE
  AUTHORIZED 50,000,000 SHARES
  ISSUED AND OUTSTANDING - 22,169,824                              221,698
  PAID IN CAPITAL                                                1,303,913
  RETAINED EARNINGS                                               -686,487
                                                                ----------

    TOTAL STOCKHOLDERS' EQUITY                                     839,123
                                                                ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $2,144,343
                                                                ==========
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                       FLEETCLEAN SYSTEMS INC.
                           STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                     FOR THE NINE AND THREE MONTHS ENDED SEPT 30, 2002 AND 2001


                                                     NINE         NINE         THREE        THREE
                                                    MONTHS       MONTHS       MONTHS       MONTHS
                                                     2002         2001         2002         2001
                                                   ----------  -----------  -----------  -----------
                                                   UNAUDITED    UNAUDITED     UNAUDITED    UNAUDITED
<S>                                               <C>          <C>          <C>          <C>
REVENUES:
  NET SALES                                       $ 1,167,636  $ 1,358,050  $   371,166  $   471,990
                                                   ----------  -----------  -----------  -----------
  LESS: COST OF GOODS SOLD                            407,634  $   415,839  $   134,479      156,778
                                                   ----------  -----------  -----------  -----------
    GROSS PROFIT                                      760,002      942,211      236,687      315,212
                                                   ----------  -----------  -----------  -----------
GENERAL AND ADMINISTRATIVE EXPENSES:
  SALARIES AND PAYROLL TAXES                          388,229  $   389,238      125,500      131,101
  ADVERTISING                                             963  $     2,343          614        1,429
  AUTO EXPENSE                                         37,603  $    41,974       13,858       10,815
  CUSTOMER DAMAGE                                       4,300                     1,700
  DEPRECIATION AND AMORTIZATION                       139,930  $   145,943       47,419       52,398
  DUES & SUBSCRIPTIONS                                  3,172  $     1,896        1,307          581
  ENTERTAINMENT                                           181  $       496           34          280
  INSURANCE                                            82,780  $    66,364       27,170       22,418
  INVESTOR RELATIONS                                    3,275  $     2,495          675          393
  INTEREST EXPENSE                                     64,335  $    66,712       22,531       21,122
  LICENSES  & FEES                                      3,280  $     1,296          309          331
  OFFICE EXPENSE                                       11,167  $    12,807        2,382        5,300
  POSTAGE/FREIGHT                                       7,350  $     9,924        2,590        3,750
  PROFESSIONAL FEES                                    19,367  $    22,076        8,484        6,358
  RENT                                                 11,650  $    14,675        3,975        4,925
  SHOP EXPENSE                                         38,930  $    29,561       12,865        3,382
  TAXES - OTHER                                         8,309  $     8,064        2,472        9,421
  TELEPHONE & UTILITIES                                49,367  $    52,413       18,681       17,990
  TRAILER EXPENSE                                         583  $       623            0          168
  TRAVEL                                               19,737  $    21,393        8,500        6,398
                                                   ----------  -----------  -----------  -----------

    TOTAL GENERAL AND ADMINISTRATIVE EXPENSES         894,510      890,293      301,066      298,560
                                                   ----------  -----------  -----------  -----------

NET INCOME (LOSS) FROM OPERATIONS                    -134,508       51,918      -64,379       16,652

OTHER INCOME/EXPENSE:
  MISCELLANEOUS INCOME - NET                              950        1,066          299          506
  GAIN ON SALES OF ASSET                                    0       19,868            0
                                                   ----------  -----------  -----------  -----------

    TOTAL OTHER INCOME                                    950       20,934          299          506
                                                   ----------  -----------  -----------  -----------

NET INCOME (LOSS) BEFORE INCOME TAXES                -133,557       72,852      -64,080       17,158

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

NET INCOME (LOSS)                                    -133,557       72,852      -64,080       17,158
RETAINED EARNINGS/(DEFICIT) BEGINNING OF PERIOD      -552,930     -592,168     -622,407     -536,474
                                                   ----------  -----------  -----------  -----------

RETAINED EARNINGS/(DEFICIT) END OF PERIOD           -$686,487    -$519,316    -$686,487    -$519,316
                                                   ==========  ===========  ===========  ===========
    NET INCOME (LOSS) PER COMMON SHARE
      BASIC                                            -$0.01  $      0.01       -$0.01  $      0.01
      DILUTED                                          -$0.01  $      0.01       -$0.01  $      0.01

    WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC                                        18,846,852   18,046,746   18,897,515   18,046,746
      DILUTED                                      18,846,852   18,046,746   18,897,515   18,046,746
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC.
                             STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED SEPTEMBER 30


                                                                2002       2001
                                                              ---------  ---------
                                                              UNAUDITED  UNAUDITED
<S>                                                          <C>         <C>
OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                           -$133,557  $ 72,852
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES:
    STOCK ISSUED FOR CONVERSION OF DEBT                           3,125         0
    STOCK ISSUED FOR SERVICES RENDERED                           15,600         0
    DEPRECIATION AND AMORTIZATION                               139,930   145,943
    (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE                   86,174   -70,975
    (INCREASE)/DECREASE IN EMPLOYEE ADVANCES                     -4,968      -244
    (INCREASE)/DECREASE IN INVENTORIES                          -24,162     1,296
    (INCREASE)/DECREASE IN PREPAID EXPENSES                     -23,633    -8,348
    (INCREASE)/DECREASE IN OTHER ASSETS                          -5,774       625
    INCREASE/(DECREASE) IN ACCOUNTS PAYABLE                      57,964    17,707
    INCREASE/(DECREASE) IN INSURANCE PAYABLE                     19,990     5,541
    INCREASE/(DECREASE) IN ACCRUED EXPENSES                     -16,580    -2,621
                                                              ---------  ---------

     NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES       114,109   161,776

INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT                   -243,387   -87,603

     NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES      -243,387   -87,603

FINANCING ACTIVITIES:
    INCREASE/(DECREASE) IN NOTES PAYABLE                        104,278   -74,028
    INCREASE/(DECREASE) IN ADVANCE FROM OFFICER                                 0
    ISSUANCE OF COMMON STOCK - NET                               25,000         0
                                                              ---------  ---------

      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES      129,278   -74,028

  NET INCREASE/(DECREASE) IN CASH                                     0       145

CASH AT BEGINNING OF PERIOD                                         250       105
                                                              ---------  ---------

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


SUPPLEMENTAL DISCLOSURES OF  CASH FLOW INFORMATION
     CASH PAID DURING THE PERIODS ENDED, SEPT 30                   2002      2001
                                                              ---------  ---------
          INTEREST EXPENSE                                   $   41,804  $ 45,590
          INCOME TAX                                                  0         0
</TABLE>


                                        4
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002

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
nine-month period ended September 30, 2002 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, 2001,
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, 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.

     100,000 stock purchase warrants expiring January 1, 2003 at a purchase
     price of $.05 per share.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     This  Management's Discussion and Analysis as of September 30, 2002 and for
the  three  and  nine  month periods ended September 30, 2002 and 2001 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, 2001. 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


                                        5
<PAGE>
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  NINE  MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE AND NINE
MONTHS  ENDED  SEPTEMBER  30,  2001.

     Revenues

     Total revenues decreased to $371,166 for the three months ended September
30, 2002 compared with $471,990 for the three months ended September 30, 2001.
The decrease of 21% was attributable to decreased internal tank cleaning
revenues from the Hahnville facility during the third quarter, and a decrease in
chemical sales. Revenues decreased to $1,167,636 for the nine month period ended
September 30, 2002 compared with $1,358,050 for the nine month period ended
September 30, 2001. The decrease of 14% was due to decreased revenue from the
Hahnville facility during the nine month period, and a decrease in chemical
sales. The decreased revenue is the result of the overall slowdown in the
national economy which has caused reduced trucking activity.

     Cost  of  goods  sold

     For the three months ended September 30 , 2002, cost of goods sold
decreased to $134,489 from $156,778 during the three months ended September 30,
2001. The decrease of 14% was attributable to the overall decrease in revenue.
Our gross margin as a percent of revenue decreased for the three months ended
September 30, 2002 to 64% from 67% for the three month period ended September
30, 2001. The decrease in gross margin percentage was due to the lower margins
received from our internal tank washing revenues in the Hahnville facility, as
the cost of direct labor did not decrease in direct proportion to the decrease
in revenue. Cost of sales decreased to $ 407,644 for the nine month period ended
September 30, 2002 compared with $ 415,839 for the nine month period ended
September 30, 2001. The decrease of 2% was due to the lower margins received
from the internal tank washing revenues in the Hahnville facility, along with
decreased tank wash sales as a percent of total sales. Gross margin decreased
for the nine month period ended September 30, 2002 to 65% compared to 69% for
the nine month period ended September 30, 2001. The decline in gross margin
percentage was due to the decrease in revenue from our internal tank washing at
the Hahnville facility, along with the decrease in chemical revenue.

     General  and  Administrative  Expenses

     For the three months ended September 30, 2002, general and administrative
expenses increased to $301,057 from $298,560 during the three months ended
September 30, 2001. For the nine months ended September 30, 2002, general and
administrative expenses increased to $894,500 from $890,293 for the nine month
period ended September 30, 2001. The three month increase of 1% was due
primarily to a 21% increase in insurance expense which was partially offset
expense reductions in other categories. The nine month increase of 1/2% was
primarily due to:

     -    an increase in insurance expense

The increase in insurance expense was partially offset by decreases in salaries,
auto expense, depreciation expense, professional fees, utilities, and travel
expense.


                                        6
<PAGE>
     Net  Profit

     For the three months ended September 30, 2002, our net loss was $64,081
compared to a net profit of $17,158 for the three months ended September 30,
2001. For the nine months ended September 30, 2002, the net loss was $133,558
compared to a net profit of $72,852 for the nine months ended September 30,
2001. The loss was primarily attributable to the decrease in both tank was and
chemical revenues as described above, resulting from the overall slowdown of
trucking activity.

     Cash  Flows

     Operating activities provided net cash of $114,109 for the nine months
ended September 30, 2002 compared to $161,776 used in the nine months ended
September 30, 2001. Although we experienced a net operating loss for the period,
the loss was offset by depreciation expense and an increase in accounts payable
resulting in the net cash provided of $114,109. Investing activities used net
cash of $243,387 in the nine months ended September 30, 2002 compared to $87,603
in the nine months ended September 30, 2001. The $243,387 investment in the nine
months ended September 30, 2001 is the purchase a tank truck cleaning facility
in Freeport Texas, plus a new yard truck for the Hahnville tank wash, and
miscellaneous items of equipment. The $87,603 investment in the first nine
months of 2001 was the purchase of new service trucks for chemical delivery and
service, plus capital equipment for the Hahnville tank wash.

     Financing activities provided cash of $129,278 in the nine months ended
September 30, 2002 compared to cash used by financing activities of $74,028 in
the nine months ended September 30, 2001. Cash provided by financing activities
in the nine months ended September 30, 2002 resulted primarily from a note
payable in the amount of $37,500 plus $187,500 in the form of a convertible
debenture, used for the purchase of the Freeport Texas facility. We used
$122,700 of cash in the nine months ended September 30, 2002 for the reduction
of notes payable. There was a conversion of $3,125 of trade payable debt to
equity by the issuance of 250,000 shares of common stock. Additionally, a bonus
of $15,600 was paid to certain officers and employees by the issuance of
1,200,000 shares of common stock, and 1,923,078 shares were sold for $25,000.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2002, we had cash of $250 and negative working capital
of $284,152. We expect to provide cash flow from operations during the current
fiscal year as revenues are expected to increase in the forth quarter, but there
is no assurance that our estimates will prove to be correct, and that we will be
able to generate positive cash flow from operations. We estimate our monthly
operating expenditure for the remainder of fiscal 2002 will be approximately
$140,000, although unexpected expenses may increase our monthly outlays.

     As of September 30, 2002, we had notes payable aggregating $936,963 to
financial institutions and entities due through September 2008 at interest rates
ranging from 8.25% to 14.7%. Of these notes payable, $170,962 is due during the
fourth quarter of the year ended December 31, 2002. We anticipate that the
lenders will remake and extend the payment term, however we have no such
arrangement in place at this time. 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 continue
to use all cash flows from operations to fund our current operations, assuming
that we are able to extend the notes due in the forth quarter.


                                        7
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

     With the participation of management, Mr. Kenneth A. Phillips, the
Company's chief executive officer/ chief financial officer evaluated the
Company's disclosure controls and procedures on November 8, 2002. Based on this
evaluation, Mr. Phillips concluded that the disclosure controls and procedures
are effective in connection with the Company's filing of its quarterly report on
Form 10-QSB for the quarterly period ended September 30, 2002. Subsequent to
November 8, 2002, through the date of this filing of Form 10-QSB for the
quarterly period ended September 30,2002, there have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls, including any significant deficiencies or material
weaknesses of internal controls that would require corrective action.


                                     PART II
                                OTHER INFORMATION

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


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. (Filed previously on Form
                      10-QSB for the quarter ended June 30, 2001)
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)
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 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:  November  14,  2002               By:/s/  Kenneth A. Phillips
                                             ----------------------------------
                                                 Kenneth A. Phillips,
                                                 Principal Financial Officer

                                        8
<PAGE>
I, Kenneth A. Phillips, certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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 or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November  14,  2002


/s/  Kenneth  A.  Phillips
-------------------------------------------------------
Kenneth A. Phillips, CEO and Principal Financial Officer


                                        9
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


EXHIBIT  NO.              IDENTIFICATION  OF  EXHIBIT


Exhibit 3.1        Amended and restated Articles of Incorporation of Fleetclean
                   Systems Inc. (Filed previously on form 10-QSB for
                   the quarter ended June 30, 2001.
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)
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


                                       10
<PAGE>