<PAGE>

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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2004
                                       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

                   103 Courageous Drive, League City, TX 77573
                            League City, Texas 77573
                                  281-538-2101
           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 July 30,
2004 was 25,105,460.



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     FLEETCLEAN SYSTEMS, INC. AND SUBSIDIARY
                                  BALANCE SHEET
                                  June 30, 2004
                                   (unaudited)

                                     ASSETS

Current assets:
  Cash                                                              $    40,000
                                                                    ------------
                                       Total current assets              40,000
                                                                    ------------

                                                                    ------------
                                         Total Assets               $    40,000
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                  $    51,761
                                                                    ------------
    Total current liabilities                                            51,761
                                                                    ------------

                                                                    ------------
  Total liabilities                                                      51,761
                                                                    ------------

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value, 50,000,000 shares authorized,
    25,105,460 shares issued and outstanding                            251,055
  Preferred Stock, $.01 par value, 5,000,000 shares
    authorized, 1,000,000 shares issued and outstanding                 292,622

  Additional paid in capital                                          1,410,339
  Accumulated deficit                                                (1,965,777)
                                                                    ------------
  Total Stockholders' Equity                                            (11,761)
                                                                    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    40,000
                                                                    ============

                                       2


<PAGE>

<TABLE>
                                    FLEETCLEAN SYSTEMS, INC. AND SUBSIDIARY
                                           STATEMENTS OF OPERATIONS
                               THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                                  (unaudited)

<CAPTION>
                                                 Three months    Three months    Six months      Six months
                                                    Ended          Ended           Ended           Ended
                                                     2004           2003            2004            2003
                                                -------------   -------------   -------------   -------------

<S>                                             <C>             <C>             <C>             <C>
Net sales                                       $         --    $    416,241    $    120,510    $    885,143
Cost of goods sold                                        --         152,015          24,234         323,630
                                                -------------   -------------   -------------   -------------
Gross profit                                              --         264,226          96,276         561,513
                                                -------------   -------------   -------------   -------------

Operating expenses:
  Salaries and benefits                                   --         120,310          50,556         230,289
  General and administrative                          32,014          89,845          66,139         178,146
  Depreciation and amortization                           --          43,013          21,874          86,026
  Legal and professional                              55,122          19,000          55,122          26,065
                                                -------------   -------------   -------------   -------------
                                                      87,136         272,168         193,691         520,526
                                                -------------   -------------   -------------   -------------

Loss from operations                                 (87,136)         (7,942)        (97,415)         40,987
                                                -------------   -------------   -------------   -------------

Other income (expense):
  Interest expense                                        --         (19,531)         (6,811)        (40,242)
  Other                                                   --             389             315             667
                                                -------------   -------------   -------------   -------------
                                                          --         (19,142)         (6,496)        (39,575)
                                                -------------   -------------   -------------   -------------

Loss before discontinued operations                  (87,136)        (27,084)       (103,911)          1,412

                                                -------------   -------------   -------------   -------------
Income/(Loss) from discontinued operations                --              --          (4,026)             --
                                                -------------   -------------   -------------   -------------

Net loss                                        $    (87,136)   $    (27,084)   $   (107,937)   $      1,412
                                                =============   =============   =============   =============
Net loss                                        $    (87,136)   $         --    $   (107,937)   $         --

Beneficial conversion feature of preferred
  Stock                                              (82,827)             --         (82,827)             --
                                                -------------   -------------   -------------   -------------
Net loss applicable to common
  Shareholders                                  $   (169,963)   $    (27,084)   $    (190,764)  $      1,412
                                                =============   =============   =============   =============

Net income (loss) per share:
                                                -------------   -------------   -------------   -------------
  Basic and diluted - continuing operations     $      (0.01)    $         --   $       (0.01)  $         --
                                                =============   =============   =============   =============
  Basic and diluted - discontinued operations   $         --    $         --    $         --    $         --
                                                =============   =============   =============   =============

Weighted average shares outstanding:
  Basic and diluted                               25,105,460      22,169,823      25,105,460      22,289,823
                                                -------------   -------------   -------------   -------------

</TABLE>

                                                      3


<PAGE>

                     FLEETCLEAN SYSTEMS, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (unaudited)

                                                            2004         2003
                                                         ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                    $(107,938)   $   1,413
    Adjustments to reconcile net loss to cash
    used in operating activities:
      Depreciation and amortization                         21,874       86,026
      Loss of distribution of assets                        32,014
      Preferred stock for services & Debt Conversion         1,922       10,000
Changes in operating assets and liabilities:
  Accounts receivable                                        1,414      (15,996)
  Inventory                                                  7,794       (9,948)
  Prepaid expenses and other assets                         (9,609)     (22,805)
  Advances to related parties                               (1,189)       1,341
  Accounts payable                                         (32,457)       7,511
  Accounts payable - related party                           4,145       16,722
  Accrued expenses                                          10,403       (9,114)
                                                         -----------------------
Net Cash Used / Provided In Operating
Activities From Continuing Operations                      (71,627)      65,150
                                                         -----------------------
Net Cash Provided By Operating Activities
From Discontinued Operations                                27,791           --
                                                         -----------------------
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES      (43,836)      65,150
                                                         -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Payment received on note receivable                          763           --
  Proceeds from sale of inventory                           13,318           --
  Proceeds from sale of fixed assets                        16,682           --
  Proceeds from sale of deposit                                775           --
  Purchase of property and equipment                            --       (6,345)
Net Cash Provided By / (Used In) Investing
  Activities From Continuing Operations                     31,538       (6,345)
                                                         -----------------------
Net Cash Provided By / (Used In) Investing
  Activities From Discontinued Operations                       --           --
                                                         -----------------------
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES       31,538       (6,345)
                                                         -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds on notes payable                                 16,500           --
  Payments on notes                                        (12,252)     (83,805)
                                                         -----------------------
Proceeds from the sale of preferred & common stock          53,200       25,000
                                                         -----------------------
Net Cash Provided By Financing Activities
  From Continuing Operations                                57,448      (58,805)
                                                         -----------------------
Net Cash Used In Financing Activities
  From Discontinued Operations                              (5,400)          --
                                                         -----------------------
NET CASH USED IN FINANCING ACTIVITIES                       52,048      (58,805)
                                                         -----------------------
NET INCREASE IN CASH                                        39,750           --
                                                         -----------------------
Cash, beginning of period                                      250          250
                                                         -----------------------
Cash, end of period                                      $  40,000    $     250
                                                         =======================

SUPPLEMENTAL CASH FLOW INFORMATION:
                                                         -----------------------
Interest paid                                            $   6,811    $  40,242
Income taxes paid                                        $      --    $      --
                                                         =======================

                                       4


<PAGE>

                     FLEETCLEAN SYSTEMS, INC. AND SUBSIDIARY
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Fleetclean Systems,
Inc. and its wholly-owned subsidiary Fleetclean Chemicals, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on May 11, 2004 and the Company's
Form 8-K filed on May 28, 2004. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements which would substantially duplicate
the disclosure contained in the audited financial statements for the most recent
fiscal year 2003 as reported in Form 10-KSB, have been omitted.

Convertible Preferred Stock

This beneficial conversion for the preferred stock is recorded as a dividend
over the period the preferred stock is convertible and accelerated pro-rata as
the preferred stock are converted. The beneficial conversion feature is limited
to the total proceeds received.

NOTE 2 - SALE OF ASSETS

On May 15, 2004, Kenneth A. Phillips agreed to acquire Fleetclean Chemicals,
Inc. ("FCI"), a wholly owned subsidiary of the Registrant under an Acquisition
Agreement. A copy of the Acquisition Agreement was included in the Company's
Form 8-K filed on May 28, 2004 as Exhibit 10.3. The purchase price was equal to
100% of the net tangible book value (i.e., total assets less intangible assets
and liabilities of FCI on April 1, 2004 and a Release of Claims and Indemnity
Agreement from Mr. Phillips in favor of the Registrant. In connection with this
sale, Fleetclean created a subsidiary, Fleetclean Chemicals, Inc., transferred
all assets and certain liabilities except certain "Retained Liabilities" that
included the convertible debentures ($237,500) and certain amounts owed to
professional service firms and related parties. The terms of the transfer of all
assets and certain liabilities are set forth in the "Asset and Liability
Contribution Agreement" filed as Exhibit 10.5 with the Company's 10-QSB filing
for the quarter ended March 31, 2004; filed on May 17, 2004. The Company
recorded an expense in the amount of $32,014 as of June 30, 2004 to reflect the
net amount of non-cash charges associated with a net loss on distribution of
assets; comprised of $64,267 of net tangible book value associated with the
Acquisition Agreement less $32,253 of amounts due Mr. Phillips for accrued
compensation and other amounts owed to Mr. Phillips for money advanced on behalf
of the Company prior to the date of the Acquisition Agreement - (see Item 5 of
the Asset and Liability Contribution Agreement).

NOTE 3 - CHANGES IN CONTROL OF REGISTRANT

On May 19, 2004, Systom Trust Joint Venture, a Texas joint venture, ("STJV")
purchased 10,783,492 shares of the common stock of Fleetclean Systems, Inc., a
Texas corporation (the "Registrant") from Kenneth A. Phillips, Kathryn M.
Phillips, Jarrod Phillips and Jay G. Phillips under a Stock Purchase Agreement
dated May 15, 2004. Under this transaction, STJV purchased 10,783,492 shares of
common stock from the majority shareholders for $150,000 through an escrow
account. The escrow account will be used to pay certain liabilities of
Fleetclean and its subsidiary, and any shortfall will be paid by the selling
majority shareholders. This transaction, and others described below, resulted in
a change in control of Fleetclean Systems, Inc., a Texas corporation ("FLSY"). A
copy of the Stock Purchase Agreement was included in the Company's Form 8-K
filed on May 28, 2004 as Exhibit 10.1.

NOTE 4 - COMMON STOCK AND PREFERRED STOCK

On May 15, 2004, the Registrant accepted a Subscription Agreement from STJV to
acquire One Million shares of Series A Convertible Preferred Stock, $.01 par
value, of the Registrant, at a price of $.2907 per share for total consideration
of $290,700; $53,200 cash and the assumption of $237,500 in convertible
debentures. The form of the assumption of the $237,500 in convertible debentures
included STJV, to the best of its ability, using its resources to satisfy,
compromise and/or discharge the liabilities within 12 months from the date of
the Subscription Agreement or alternatively to cause such liabilities to be
converted into equity of the Company. The preferred stock is convertible at
holders' option at one preferred share for 18.676347 shares common stock and has
a 2:1 liquidation preference and each preferred share has 20 votes. A copy of
the Subscription Agreement was included in the Company's Form 8-K filed on May
28, 2004 as Exhibit 10.2. A copy of the Certificate of Designation of the Rights
and Preferences of the Convertible Preferred Stock was attached to the same Form
8-K as Exhibit 4.1.

                                       5


<PAGE>

NOTE 5 - CONVERTIBLE DEBT

During 2002, the Company issued Convertible Debentures in a private placement to
11 investors for gross proceeds of $225,000. During 2003, the Company issued
Convertible Debentures in a private placement to 1 investor for gross proceeds
of$ 12,500. The Debentures are in default. The company relied upon Regulation D
and Section 4(2) of the Securities Act in making the sale of these securities.
No public selling efforts or underwriters were used in connection with the
offering. As part of the restructuring discussed in Notes 2, 3 and 4 to the
Company's financial statements immediately above, STJV assumed the liability for
these debentures and the debenture holders have agreed in principle to convert
the outstanding principal balance into equity and to certain lock up provisions
on those shares for 12 months following conversion; thereafter being entitled to
sell one-twelfth of the shares subject to lock up per month.

                                       6


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This discussion and analysis as of June 30, 2004 and for the six-month periods
ended June 30, 2004 and 2003 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 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, 2003. 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.

OVERVIEW

On May 11, 2004, the Company's Board of Directors implemented a restructuring
that included the approval of the following:

    o    The creation and issuance of the Series A Convertible Preferred Stock.
    o    The change of the Company's corporate domicile from Texas to Nevada.
    o    The change of the Company's name to ERF Wireless, Inc.
    o    The implementation of a reverse split of its $.01 par value common
         stock whereby every seventy five (75) shares of common stock which are
         issued and outstanding are automatically converted into one (1) share
         of common stock; provided, however, that the Company shall issue one
         (1) full share of common stock to its stockholders for any fractional
         interest remaining after conversion of all outstanding shares pursuant
         thereto
    o    The sale of Fleetclean Chemicals, Inc. to Kenneth A. Phillips, the
         Company's former President.
    o    The appointment of Dr. H. Dean Cubley to Registrant's the board of
         directors, and
    o    The conversion of $237,500 of the Company's Debentures into equity.

The effect of these transactions, as further discussed in the Notes to the
Company's financial statements and the Company's Form 8-K filed on May 28, 2004,
resulted in a change of control of the Company. Further, in connection with this
restructuring, the Company created a subsidiary, Fleetclean Chemicals, Inc.
("FCI"), and transferred all assets and certain liabilities except certain
"Retained Liabilities" that included the convertible debentures ($237,500) and
certain amounts owed to professional service firms and related parties into this
subsidiary; and entered into an acquisition agreement with the Company's former
President, Kenneth A. Phillips to acquire FCI, a wholly owned subsidiary of the
Company under an Acquisition Agreement. The purchase price was equal to 100% of
the net tangible book value (i.e., total assets less intangible assets and
liabilities of FCI on April 1, 2004 and a Release of Claims and Indemnity
Agreement from Mr. Phillips in favor of the Company. The terms of the transfer
of all assets and certain liabilities are set forth in the "Asset and Liability
Contribution Agreement" filed as Exhibit 10.5 with the Company's 10-QSB filing
for the quarter ended March 31, 2004; filed on May 17, 2004. The Company
recorded an expense in the amount of $32,014 as of June 30, 2004 to reflect the
net amount of non-cash charges associated with a net loss on distribution of
assets; comprised of $64,267 of net tangible book value associated with the
Acquisition Agreement less $32,253 of amounts due Mr. Phillips for accrued
compensation and other amounts owed to Mr. Phillips for money advanced on behalf
of the Company prior to the date of the Acquisition Agreement.

A further effect of these transactions results in the Company not having ongoing
business operations for the quarter ended June 30, 2004, given that the Company
transferred and sold all assets and certain liabilities in the acquisition
agreement with the Company's former President, Kenneth A. Phillips.

                                       7


<PAGE>

In conjunction with the transactions discussed immediately above, the Company
filed a Definitive Information Statement on Form 14-C on August 2, 2004. The
Definitive Information Statement provided written notice that effective August
30, 2004 (the "Effective Date"), the holder or holders of shares having not less
than the minimum number of votes that would be necessary to take action at any
annual or special meeting of shareholders of the Corporation shall take the
following actions, without a meeting, without further notice, and without a
vote.

1. Approve, ratify and confirm the sale of Fleetclean Chemicals, Inc. to Kenneth
A. Phillips under that certain Acquisition Agreement between Kenneth A. Phillips
and the Corporation.

2. Elect H. Dean Cubley to serve as a director of the Corporation until his
successor(s) are elected and qualify.

3. Approve, ratify and confirm the conversion of the Corporation's outstanding
Debentures into common stock, subject to the reverse split and change in
domicile described below.

4. On the Effective Date, the Corporation shall amend its Articles of
Incorporation to cause a reverse split of the Corporation's $.01 par value
common stock whereby every seventy five (75) shares of common stock which are
issued and outstanding are automatically converted into one (1) share of $.01
par value common stock; provided, however, that the Corporation shall issue one
(1) full share of $.01 par value common stock to its stockholders for any
fractional interest remaining after conversion of all outstanding shares
pursuant hereto.

5. Promptly following the Effective Date, the Corporation shall change the
Corporation's domicile to the State of Nevada through a merger with a Nevada
corporation and thereafter the Corporation's name shall be ERF Wireless, Inc.

All stockholders of record on July 30, 2004 were mailed the information
statement, a copy of the Corporation's Annual Report on Form 10-KSB for the year
ended December 31, 2003 and Quarterly Report on Form 10-QSB for the period
ending March 31, 2004.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The Company's revenues in prior periods were comprised of a) the sales of
chemicals for use with hand-held truck washing equipment and b) the sales of
drive-thru truck washing systems. The Company recognized revenues on such sales
at the point of sale.

The Company did not have any significant ongoing business operations for the
quarter ended June 30, 2004, given that the Company transferred and sold all
assets and certain liabilities in the acquisition agreement with the Company's
former President, Kenneth A. Phillips, and accordingly its Critical Account
Policies and Estimates, comparative results, cash flows and discussion of
liquidity and capital resources are thus limited in scope and content.

Management's Discussion and Analysis of Financial Condition and Results of
Operations are 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 and
six-month period ended June 30, 2004 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, 2003, except for the items discussed
herein and immediately below.

                                       8


<PAGE>

THREE AND SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 2003

REVENUES

The Company had no revenues from ongoing operations for the three month period
ended June 30, 2004 as compared to $416,241 for the three month period ended
June 30, 2003. The Company had revenues of $120,510 for the six month period
ended June 30, 2004 as compared to $885,143 for the six month period ended June
30, 2003. The decreases in revenues for these respective periods was primarily
attributable to the transfer and sale of all assets and decreases in equipment,
chemical and parts sales as compared to prior periods.

COST OF GOODS SOLD

The Company had no cost of good sold from ongoing operations for the three month
period ended June 30, 2004 as compared to $152,015 for the three month period
ended June 30, 2003. The Company had cost of goods sold of $24,234 for the six
month period ended June 30, 2004 as compared to $323,630 for the six month
period ended June 30, 2003. The decreases in cost of goods sold for these
respective periods was primarily attributable to the transfer and sale of all
assets and decreases in equipment, chemical and parts sales as compared to prior
periods.

OPERATING EXPENSES

With respect to the Company's ongoing business operations, the Company reported
operating expenses totaling $87,136 and $193,691 for the three and six months
ended June 30, 2004, respectively as compared to $272,168 and $520,526 for the
three and six months ended June 30, 2003. The decreases in operating expenses
for these respective periods was primarily attributable to the transfer and sale
of all assets and decreases in salary expense, professional fees, shop expenses
and auto expenses as compared to prior periods.

The Company's operating expenses for the three month period ended June 30, 2004
was primarily attributable to legal, accounting and other professional costs
incurred of $55,122 in connection with the Company's implementation of the
restructuring discussed in the Management's Discussion and Analysis "Overview"
herein and an expense in the amount of $32,014 as of June 30, 2004 to reflect
the net amount of non-cash charges associated with a net loss on distribution of
assets.

The Company had net interest expense of $0 and $19,142 or the three month
periods ended June 30, 2004 and June 30, 2003 and $6,496 and $39,575 for the six
month periods ended June 30, 2004 and June 30, 2003. The primary decrease in net
interest expenses for these respective periods was attributable to the transfer
and sale of all assets combined with lower net interest expenses in prior
reported periods.

NET PROFIT/LOSS

For the three months ended June 30, 2004, our net loss was $87,136 compared to a
net loss of $27,084 for the three months ended June 30, 2003. For the six months
ended June 30, 2004, our net loss was $107,937 compared to a net income of
$1,412 for the six months ended June 30, 2003. The increase in loss for the
three and six months ended June 30, 2004 as compared to the three and six months
ended June 30, 2003 was attributable to the factors discussed immediately above.

CASH FLOWS

Our operating activities for continuing operations used net cash of $71,627 in
the six months ended June 30, 2004 as compared to providing $65,150 in the six
month period ended June 30, 2003. Net cash used by operating activities in the
six months ended June 30, 2004 resulted primarily from the net operating loss
for the quarter and a reduction of accounts payable.

Our investing activities provided net cash of $31,538 in the six months ended
June 30, 2004 compared to $6,345 of cash used in the six months ended June 30,
2003. The cash provided is attributable to the sale of assets during the six
months ended June 30, 2004.

Our financing activities provided cash of $52,048 in the six months ended June
30, 2004 compared to $58,805 of cash used in the six months ended June 30, 2003.
The cash provided in the six months ended June 30, 2004 was primarily associated
with the Series A Convertible Preferred Stock Subscription Agreement dated May
15, 2004.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, we had cash of $40,000 and deficit working capital of
$11,761.

                                       9


<PAGE>

As of June 30, 2004, we had certain "Retained Liabilities" resulting from the
Company's restructuring activities; primarily composed of certain amounts owed
to professional service firms in connection with the Company's implementation of
the restructuring discussed in the Management's Discussion and Analysis
"Overview" herein. As part of the restructuring discussed in Notes 2, 3 and 4 to
the Company's financial statements immediately above, STJV assumed the liability
for these debentures and the debenture holders agreed in principle to convert
the outstanding principal balance into equity and to certain lock up provisions
on those underlying common shares for 12 months following conversion; thereafter
being entitled to sell one-twelfth of the shares subject to lock up per month.
The Company anticipates the conversion of the convertible debentures into equity
in conjunction with the August 30, 2004 "Effective Date" associated with the
Company's Definitive Information Statement.

The Company's current cash and cash equivalents, including net proceeds received
during the quarter ended June 30, 2004, will not be sufficient to fund
anticipated operations for the next twelve months.

We do not have any significant credit facilities available with financial
institutions or other third parties and as such we must rely upon best efforts
third-party funding from individual accredited investors. Though we recently
completed the Subscription Agreement for Series A Convertible Preferred Stock
discussed herein and anticipate that we will be successful at raising additional

capital on a best efforts basis, we can provide no assurance that we will be
successful in any future best efforts financing efforts. If we are unable to
either obtain financing from external sources or generate internal liquidity
from anticipated future operations, we may need to curtail operations.

ITEM 3. CONTROLS AND PROCEDURES.

Based on the evaluation conducted by R. Greg Smith, 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, R. Greg Smith
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

ITEM 1. LEGAL PROCEEDINGS.

The legal proceedings previously disclosed in the Company's Form 10-QSB for the
period ended March 31, 2004 were assumed by FCI in accordance with the terms set
forth in the "Asset and Liability Contribution Agreement" filed as Exhibit 10.5
with the Company's 10-QSB filing for the quarter ended March 31, 2004; filed on
May 17, 2004.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULT IN SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

On August 14, 2004 the Company's Board of Directors appointed R. Greg Smith as
Chief Executive Officer and Chief Financial Officer. In conjunction with the
planned domicile change to the State of Nevada through a merger with a Nevada
corporation and the resulting name change to ERF Wireless, Inc. to be effective
on August 30, 2004, Mr. Smith will serve as the Company's Chief Executive
Officer and Chief Financial Officer and was appointed to the Company's Board of
Directors on August 19, 2004. ERF Wireless, Inc. entered into an Executive
Employment Agreement with Mr. Smith on August 1, 2004.

Mr. Smith's professional background includes some 24 years of demonstrated
executive management experience, including 10 years experience as CFO of
publicly traded companies. His background also includes extensive experience in
managing corporate financing activities for both public and private companies
including an Initial Public Offering via an SEC S-1 Registration Statement, a
Registered Rescission Offering under an SEC SB-2 Registration Statement, and
numerous follow-on registrations via SEC S-3 Registration Statements as well as
numerous preferred stock and bond offerings. Mr. Smith's background also
includes substantial restructuring and turnaround experience in addition to
mergers and acquisitions and Sarbanes-Oxley Compliance.

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<PAGE>

Mr. Smith joined ERF Wireless, Inc. on August 1, 2004 as Chief Financial Officer
and initially also as Chief Executive Officer, until the Board of Directors
elects to fill the position of CEO. Additionally, Mr. Smith will be elected to
the ERF Wireless, Inc. Board of Directors for a one-year term concurrent with
his contract effective date of August 1, 2004. Mr. Smith will spend the majority
of his time and efforts on the public company aspects of the business, including
public filings, private equity financings, acquisitions, and the building of the
public company image of the company with the intent of achieving a listing on a
national exchange within a reasonable time; while the day-to-day operational
details of the Company will continue to be run by the Company's President.

Mr. Smith, most recently, was employed by Eagle Broadband, Inc., where he was
recruited to assist in the restructure of numerous Eagle subsidiaries. Mr.
Smith, served in dual roles as CFO and as CEO of certain Eagle subsidiaries from
early 2002, and played a key role in reducing certain subsidiaries EBITDA burn
rates as Eagle has shifted its focus away from low margin product fulfillment
and commercial cabling to higher margin bundled digital services, convergent
set-top boxes and satellite-based communications platforms. Mr. Smith was also
responsible for Eagle's SEC reporting, Sarbanes-Oxley Compliance and recently
led Eagle's finance and accounting staff in the completion of a routine, but
comprehensive SEC review process of the Eagles' S-3 registration statement and
ancillary public filings over the last seven months.

Prior to Eagle, Mr. Smith spent 13 years in various corporate finance functions
including as CFO in the healthcare informatics market with ADAC Healthcare
Information Systems, Inc. and predecessor entities. While at ADAC, Mr. Smith's
gained extensive experience in directing restructurings and turnarounds as well
as completing numerous mergers and acquisitions. During 1994 - 1998, Mr. Smith
anchored the lead role in completing the acquisition of DuPont's radiology
information systems business and integrating ADAC's other radiology business
units, resulting in a market leadership position. During the same time period,
Mr. Smith led the restructuring team through a strategic partnership, resulting
in the merger of two publicly traded healthcare companies and played a key role
as Chief Restructuring Officer in the direction of a turnaround of the combined
healthcare company from a $5 million EBITDA loss in 1995 to a $4 million EBITDA
profit in 1998. While serving as CFO of ADAC Healthcare Information Systems,
Inc., ADAC was selected as the first healthcare company to achieve the Malcolm
Baldrige National Quality Award in 1996.

Following his successful career at ADAC and prior to joining Eagle Broadband,
Inc., Mr. Smith was recruited to lead the restructuring of a privately-held
electronic messaging company, improving gross margins from 9% to 46% from
1998-2000. Mr. Smith's primary role was in leading the completion a complex SEC
registered rescission offering in late 1999 and early 2000 to overcome a $16
million SEC rescission liability that was created by the founder of the business
and prior management by integrating several private placements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

Exhibit 10.1            R. Greg Smith Employment Agreement

Exhibit 31.1            CEO Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002

Exhibit 31.2            CFO Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002

Exhibit 32.1            Certification of the Chief Executive Officer and Chief
                        Financial Officer of Fleetclean Systems, Inc. pursuant
                        to Section 906 of the Sarbanes Oxley Act of 2002

(b)      REPORTS ON FORM 8-K

The following current reports on Form 8-K were filed during the three months
ended June 30, 2004.

A report on Form 8-K, announcing information under Items 1, 2 and 5 of the
report, was filed on May 28, 2004.

                                   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 20, 2004

By:      /s/ R. Greg Smith
         -----------------
         R. Greg Smith,
         Chief Executive Officer and Chief Financial Officer

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