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 September 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 October
14, 2003 was 25,105,460.


<PAGE>
ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                             FLEETCLEAN SYSTEMS INC
                                  BALANCE SHEET

                                     ASSETS

                                                                         SEPT
                                                                         2003
                                                                      ----------
                                                                      UNAUDITED
<S>                                                                   <C>
CURRENT ASSETS:
     CASH                                                             $      250
     ACCOUNTS RECEIVABLE - NET                                           161,596
     EMPLOYEE ADVANCES                                                     2,696
     INVENTORY                                                           159,918
     PREPAID EXPENSES                                                     32,604
                                                                      ----------
          TOTAL CURRENT ASSETS                                           357,064

PROPERTY, PLANT, AND EQUIPMENT - NET                                   1,437,267

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

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

TOTAL ASSETS                                                          $1,960,704
                                                                      ==========


<PAGE>
                             FLEETCLEAN SYSTEMS INC
                                  BALANCE SHEET

                       LIABIITIES AND STOCKHOLDERS' EQUITY

                                                                         SEPT
                                                                         2003
                                                                      ----------
                                                                      UNAUDITED
CURRENT LIABILITIES:
     ACCOUNTS PAYABLE                                                 $  354,662
     NOTES PAYABLE                                                       385,662
     INSURANCE PAYABLE                                                    16,298
     ACCRUED EXPENSES                                                     44,355
                                                                      ----------

          TOTAL CURRENT LIABILITIES                                      800,977

LONG-TERM LIABILITIES:
     NOTES PAYABLE - NET OF CURRENT PORTION                              153,614
     DEFERRED CONVERTIBLE DEBENTURE                                      237,500
                                                                      ----------

          TOTAL LONG-TERM LIABILITIES                                    391,114
                                                                      ----------

TOTAL LIABILITIES                                                      1,192,091
                                                                      ----------


STOCKHOLDERS' EQUITY:
     COMMON STOCK - $.01 PAR VALUE
     AUTHORIZED 50,000,000 SHARES
     ISSUED AND OUTSTANDING - 25,105,460                                 251,055
     PAID IN CAPITAL                                                   1,327,713
     RETAINED EARNINGS                                                  -810,154
                                                                      ----------

          TOTAL STOCKHOLDERS' EQUITY                                     768,613
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $1,960,704
                                                                      ==========
</TABLE>


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


                                                            NINE         NINE         THREE        THREE
                                                           MONTHS       MONTHS       MONTHS       MONTHS
                                                            2003         2002         2003         2002
                                                         -----------  -----------  -----------  -----------
                                                          UNAUDITED    UNAUDITED    UNAUDITED    UNAUDITED
<S>                                                      <C>          <C>          <C>          <C>
REVENUES:
     NET SALES                                           $ 1,292,708  $ 1,167,636  $   407,565  $   371,166

     LESS: COST OF GOODS SOLD                                479,849      407,634      156,219  $   134,479
                                                         -----------  -----------  -----------  -----------
          GROSS PROFIT
                                                             812,859      760,002      251,346      236,687
                                                         -----------  -----------  -----------  -----------

OPERATING EXPENSES:
     SALARIES AND PAYROLL TAXES                              351,856      388,229      121,567      125,500
     ADVERTISING                                               1,010          963          501          614
     AUTO EXPENSE                                             41,412       37,603       13,547       13,858
     CUSTOMER DAMAGE                                                        4,300                     1,700
     DEPRECIATION AND AMORTIZATION                           129,039      139,930       43,013       47,419
     DUES & SUBSCRIPTIONS                                      1,041        3,172          120        1,307
     ENTERTAINMENT                                               236          181                        34
     EQUIPMENT REPAIRS                                         9,016                     3,787
     INSURANCE                                                68,017       82,780       23,770       27,170
     INVESTOR RELATIONS                                        3,160        3,275          735          375
     LICENSES  & FEES                                          4,735        3,280                       309
     OFFICE EXPENSE                                           10,278       11,167        3,348        2,382
     POSTAGE/FREIGHT                                           6,775        7,350        2,962        2,590
     PROFESSIONAL FEES                                        57,955       19,367       31,890        8,484
     RENT                                                     11,925       11,650        3,975        3,975
     SHOP EXPENSE                                             20,145       38,930        7,064       12,865
     TAXES - OTHER                                            13,244        8,309        3,995        2,472
     TELEPHONE & UTILITIES                                    59,481       49,367       19,710       18,681
     TRAILER EXPENSE                                           1,013          583          564            0
     TRAVEL                                                   15,559       19,737        4,822        8,500
                                                         -----------  -----------  -----------  -----------

       TOTAL OPERATING EXPENSES                              805,896      830,174      285,371      278,235
                                                         -----------  -----------  -----------  -----------

 INCOME (LOSS) FROM OPERATIONS                                 6,963      -70,172      -34,025      -41,548

OTHER INCOME/EXPENSE:
     MISCELLANEOUS INCOME - NET                                1,051          950          384          299
     GAIN ON SALES OF ASSET                                    4,400                     4,400
     INTEREST EXPENSE                                        -60,466      -64,335      -20,224      -22,531
                                                         -----------  -----------  -----------  -----------

       TOTAL OTHER EXPENSE                                   -55,014      -63,385      -15,440      -22,232
                                                         -----------  -----------  -----------  -----------

NET INCOME (LOSS) BEFORE INCOME TAXES                       -$48,051    -$133,557     -$49,464     -$63,780


               NET INCOME (LOSS) PER COMMON SHARE
                         BASIC                           $      0.00       -$0.01  $      0.00  $      0.00
                         DILUTED                         $      0.00       -$0.01  $      0.00  $      0.00

                    WEIGHTED AVERAGE SHARES OUTSTANDING
                         BASIC                            22,651,222   18,846,852   23,585,851   18,897,515
                         DILUTED                          22,651,222   18,846,852   23,585,851   18,897,515
</TABLE>


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

                                                               2003        2002
                                                            ----------  ----------
                                                            UNAUDITED   UNAUDITED
<S>                                                         <C>         <C>
OPERATING ACTIVITIES:
  NET LOSS                                                    -$48,051   -$133,557
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES:
    STOCK ISSUED FOR CONVERSION OF DEBT                                      3,125
    STOCK ISSUED FOR SERVICES RENDERED                          28,156      15,600
    DEPRECIATION AND AMORTIZATION                              129,039     139,930
    (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE                 -12,330      86,174
    (INCREASE)/DECREASE IN EMPLOYEE ADVANCES                     1,354      -4,868
    (INCREASE)/DECREASE IN INVENTORIES                         -17,698     -24,162
    (INCREASE)/DECREASE IN PREPAID EXPENSES                    -22,660     -23,633
    (INCREASE)/DECREASE IN OTHER ASSETS                                     -5,774
    INCREASE/(DECREASE) IN ACCOUNTS PAYABLE                     37,451      57,964
    INCREASE/(DECREASE) IN INSURANCE PAYABLE                     7,929      19,990
    INCREASE/(DECREASE) IN ACCRUED EXPENSES                     -7,021     -16,580
                                                            ----------  ----------

     NET CASH PROVIDED BY  OPERATING ACTIVITIES                 96,169     114,209

INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT                    -6,780    -243,387

     NET CASH (USED FOR) INVESTING ACTIVITIES                   -6,780    -243,387

FINANCING ACTIVITIES:
    INCREASE/(DECREASE) IN NOTES PAYABLE                      -114,389     104,278
    ISSUANCE OF COMMON STOCK - NET                              25,000      25,000
                                                            ----------  ----------

      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES     -89,389     129,278

  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, SEPT 30               2003        2002
                                                            ----------  ----------

          INTEREST EXPENSE                                  $   60,466  $   64,335
          INCOME TAX                                                 0           0
          PURCHASE OF PROPERTY IN FREEPORT, TEXAS                    0  $  221,642
</TABLE>


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

                               SEPTEMBER 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
nine-month  period  ended  September  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


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     This Management's Discussion and Analysis as of September 30, 2003 and for
the three-month period ended September 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
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 2004, prior to opening for business, at an
anticipated capital expenditure of $300,000.  This upgrade will depend on our
obtaining financing


<PAGE>
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 is negotiating for financing so that the upgrade of the Freeport
facility can be done in the 1st quarter of 2004, 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
nine-month period ended September 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 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.


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

     Revenues

     Total revenues increased to $407,565 for the quarter ended September 30,
2003 compared with $371,166 for the quarter ended September 30, 2002.  The
overall increase of 9.8% was attributable to a $14,319 decrease in internal tank
cleaning revenues from the Hahnville facility, and a $50,719 increase in
chemical division revenue during the first quarter. The increase in chemical
division revenue is due to increased equipment sales.  For the nine months ended
September 30, 2003 total revenue increase by $125,072, a 10.7% increase over the
nine months ended September 30,2002.

     Cost of goods sold

     For the quarter ended September 30, 2003, cost of goods sold increased to
$156,219 from $134,479 during the quarter ended September 30, 2002.  The overall
increase of 16% was attributable to increased cost of purchased materials
related to the increased equipment sales in the chemical division.  Our gross
margin as a percent of revenue decreased to  61.6% for the quarter ended
September 30, 2003  compared to 63.8% for the quarter ended September 30, 2002.
For the nine month period ended September 30, 2003  the gross margin on tank
cleaning operations was 51.2%, while the gross margin on the chemical business
was 74.7% after inventory was devalued by $8,000 to establish a reserve for
obsolescence.  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 next 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 September 30, 2003, operating expenses increased to
$285,371 from $278,235 during the quarter ended September 30, 2002.  The
increase of 2.6% was primarily due to:

     -    An increase in professional fees of $23,406, paid  to consultants
          assisting  in  developing  financing  plans  for  the Company. Of this
          amount $18,156 was a non cash expense paid in common stock as shown in
          the  cash  flow  analysis.
     -    The increase in professional fees was partially offset by reductions
          in  depreciation  expense,  insurance  expense,  and  shop  expense.

     Net Profit

     For the quarter ended September 30, 2003, our net loss was $49,464 compared
to a net loss of $63,780 for the quarter ended September30, 2002.  The reduced
loss was primarily attributable to the increase in revenue and reduction of
operating expenses as described above. For the nine month period ended September
30, 2003 the net loss was $48,051 compared to a net loss of $133,557 for the
nine month period ended September 30, 2002.  The net improvement was $85,506 for
the comparable nine month periods.

     Cash Flows

     Our operating activities provided net cash of $96,169 in the first nine
months of 2003 compared to $114,209 net cash provided in the first nine months
of 2002.  Net cash provided by operating activities in the first nine months of
2003 resulted primarily from net operating loss for the period, plus
depreciation and the conversion of debt to equity through the issuance of
2,815,637 shares of restricted common stock valued at $28,156.


<PAGE>
     Our investing activities used net cash of $6,780 in the first nine months
of 2003 compared to $243,387 in the first nine months of 2002.  The decrease of
investing activities is attributable to no significant capital expenditures
during the first nine 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 $89,389 in the first nine months of
2003 compared to $129,278 provided by financing in the first nine months of
2002. The cash used in 2003 was for an $114,389 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 September 30, 2003, we had cash of $250 and negative working capital
of $443,913.  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 September 30, 2003, we had notes payable aggregating $540,409 to
financial institutions and entities due through March  2012 at interest rates
ranging from 8.25% to 14.7%.  Of these notes payable, $27,298 is due during the
remaining 3 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
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.

SUBSEQUENT EVENTS

On November 12, 2003, the Company announced that it intends to issue up to 1.5
million shares of Series A Convertible Preferred Stock (the "Preferred Stock")
in a private placement to accredited investors.   See Item 5 of Part II below,
which is incorporated herein by reference thereto.


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  September  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  September  30,


<PAGE>
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& 3-4
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 September 30, 2003,
that  were  not  registered  under  the  Securities  Act.

     In September 2003, the Company issued 1,815,637 shares of common stock to a
consultant  in  consideration  for  services  rendered pursuant to the exemption
provided  by  Section  4(2)  and  Regulation  D  of  the  Securities  Act.

     The  above transaction was 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.  The recipient either received adequate information about the
Company  or  had  access,  through  employment  or  other relationships, to such
information,  and  the  Company determined that the recipient had such knowledge
and  experience  in  financial and business matters that he was 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 5.  OTHER EVENTS

Under  Rule 135(c) of the Rules promulgated under the Securities Act of 1933, as
amended,  the  Company announced in a news release dated November 12, 2003, that
the  Company  contemplates  issuing  up  to  1.5  million  shares  of  Series  A
Convertible  Preferred  Stock  (the "Preferred Stock") in a private placement to
accredited  investors.  The  Company  expects the Preferred Stock to have a sale
price  of  $1.00 per share.  The Company expects the Preferred Stock to carry an
interest  rate  of 8.25%, payable annually in cash.  If the private placement of
such  Preferred Stock is consummated in full, such Preferred Stock would convert
into  approximately  48% of the Company's Common Stock on a fully diluted basis.
The  Preferred  Stock  is  expected  to  have  certain  preferential  rights and
conditions in addition to the annual dividend.  The conversion and anti-dilution
provisions  of the Preferred Stock will not be tied to the publicly quoted price
for  the  Company's  Common  Stock.  The purpose of such private placement is to
raise  funds  for general corporate purposes, including debt reduction, business
development,  marketing, sales infrastructure and working capital. The foregoing
summary  of the proposed basic terms of the Preferred Stock and contemplated use
of  proceeds  thereof remains subject to change by the Board of Directors of the
Company without further notice.  The closing of the prospective private offering
of  Preferred  Stock  will  be subject to certain conditions and there can be no
assurance  that  such  closing will occur.  The foregoing disclosure is provided
for  informational  purposes  only and does not constitute an offer to sell or a
solicitation  of  any  offer to buy the Preferred Stock or any other security of
the  Company.


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ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.   IDENTIFICATION OF EXHIBIT
<S>           <C>
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
</TABLE>

     (b)  REPORTS  ON  FORM  8-K

     None

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                           Fleetclean Systems , Inc.
Date: November 14, 2003                    By:___________________________
                                             Kenneth A. Phillips, President


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