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


                                   FORM 10-QSB


    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004
                                               ------------------

                                       or

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE EXCHANGES ACT

        For the transition period from               to
                                       -------------    -------------


                        Commission file number 000-14646


                      CLEAN SYSTEMS TECHNOLOGY GROUP, LTD.
        (Exact name of Small Business Issuer as Specified in Its Charter)

New York                                                              06-1113228
--------                                                              ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

4 Ashlagan Street, P.O. Box 8624,
Kiryat Gat, Israel                                                         82021
(Address of principal executive offices)                              (Zip Code)

                (Issuer's telephone number, including area code)
                               011 972 8 660 2108

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X]  No [   ]

The number of shares  outstanding of the  registrant's  Common Stock,  $0.01 Par
Value, on March 31, 2005 was 81,962,670 shares.

Transitional Small Business Disclosure Format (check one):
Yes              No    X
    ----------      --------


<PAGE>

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION


                                                                     Page Number

Item 1.   Financial Statements..............................................4-11
Item 2.   Management's Discussion and Analysis or Plan of Operation........12-17
Item 3.   Controls and Procedures.............................................18


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings...................................................19
Item 2.   Unregistered sale of equity and use of proceeds.....................19
Item 3.   Defaults upon Senior Securities.....................................19
Item 4.   Submission of Matters to a Vote of Securities Holders...............19
Item 5.   Other information...................................................19
Item 6.   Exhibits and Reports on Form 8-K....................................19

Signature Page................................................................20







































                                       2

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheet as of September 30, 2004(Unaudited)........4
         Consolidated Statements of Operations for the three and
            nine months ended September 30, 2004 and 2003 (Unaudited)..........5
         Consolidated Statements of Cash Flows for the nine months
            ended September 30, 2004 and 2003 (Unaudited)......................6
         Notes to the Consolidated Financial Statements (Unaudited).........7-11
























































                                       3

<PAGE>

Clean Systems Technology Group, Ltd
Consolidated Balance Sheet
September 30, 2004
(Unaudited)
(in thousand)

ASSETS

Current assets:
   Cash and cash equivalents                                        $       975
   Account receivable - net of allowance
     for doubtful accounts of $116                                        2,696
   Inventory                                                              2,510
   Other current assets                                                     380
                                                                    ------------
     Total current assets                                                 6,561

Property and equipment - net                                              1,048

Investment                                                                  178

Other assets                                                                132
                                                                    ------------

                                                                    $     7,919
                                                                    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current potion long term debt -
     Lines of credit and notes payable                              $     2,750
   Due to related parties                                                    70
   Accounts payable                                                       1,835
   Accrued expenses                                                         477
   Accrued compensation                                                     640
   Other liabilities                                                        109
                                                                   ------------
     Total current liabilities                                            5,881
                                                                   ------------

Long-term debt                                                              395


Commitments and contingencies                                                 -

Shareholders' equity:
   Common stock, $0.01 par value, 110,000,000 shares authorized,
     81,962,670 issued and outstanding                                      820
   Additional paid-in capital                                             5,411
   Stock subscription receivable                                            (97)
   Accumulated deficit                                                   (4,491)
                                                                    ------------
     Total shareholders' equity                                           1,643
                                                                    ------------

                                                                    $     7,919
                                                                    ============

See notes to unaudited consolidated financial statements.









                                       4

<PAGE>

<TABLE>
<CAPTION>

Clean Systems Technology Group, Ltd
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)


                                                   Three months Ended                        Nine months Ended
                                            ------------------------------------    --------------------------------------
                                              September 30,       September 30,        September 30,        September 30,
                                                  2004                 2003                2004                  2003
                                            ---------------    -----------------    -----------------     ----------------
<S>                                          <C>                <C>                   <C>                 <C>
Revenues                                    $       1,560      $           477      $        4,531        $       2,809
Cost of Revenues                                      914                  645               2,600                2,269
                                            ---------------    -----------------    -----------------     ----------------
Gross profit (loss)                                   646                 (168)              1,931                  540

Administrative and general expenses                   412                  466               1,215                1,121
                                            ---------------    -----------------    -----------------     ----------------

Income (loss) from operations                         234                 (634)                716                 (581)
                                            ---------------    -----------------    -----------------     ----------------

Other (expense) income
   Interest expenses                                  (70)                (105)               (223)                (474)
   Other (expense) income                             (26)                  86                 (15)                (337)
                                            ---------------    -----------------    -----------------     ----------------
     Total other (expense) income                     (96)                 (19)               (238)                (811)
                                            ---------------    -----------------    -----------------     ----------------

Income (loss) before provision for
income taxes                                          138                 (653)                478               (1,392)

(Benefit) provision for income taxes                   (7)                   6                   7                   62
                                            ---------------    -----------------    -----------------     ----------------

Net income (loss)                           $         145      $          (659)     $          471        $      (1,454)
                                            ===============    =================    =================     ================


Net income (loss) per share - basic         $           -      $         (0.01)     $         0.01        $       (0.03)
                                            ==============     =================    =================     ================

Net income (loss) per share - diluted       $           -      $         (0.01)     $         0.01        $       (0.03)
                                            ==============     =================    =================     ================


Weighted average number of common
shares - basic                                 81,962,670           54,376,184          80,778,071           48,823,519
                                            ==============     =================    =================     ================
Weighted average number of common
shares - diluted                               81,962,670           54,376,184          80,778,071           48,823,519
                                            ==============     =================    =================     ================

See notes to unaudited consolidated financial statements.


</TABLE>

                                       5

<PAGE>

Clean Systems Technology Group, Ltd
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

<TABLE>
<CAPTION>


                                                                              Nine months Ended
                                                                      -----------------------------------
                                                                      September 30,       September 30,
                                                                           2004                2003
                                                                      ---------------     ---------------
<S>                                                                     <C>                     <C>
Operating Activities:
     Net income (loss)                                                $         471       $   (1,454)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
           Depreciation                                                         225              235
           Gain from the sale of property and equipment                           -               10

           Issuance of common stock for services                                  -              147
     Changes in operating assets and liabilities:
        Account receivable                                                   (1,415)             246
        Inventory                                                              (295)             184
        Other assets                                                           (131)              (9)
        Accounts payable                                                        (39)             408
        Accrued expenses                                                       (100)              84
        Accrued compensation                                                   (102)            (210)
        Other liabilities                                                      (173)              (9)
                                                                       ---------------     ---------------
Net cash used in operating activities                                        (1,559)            (368)
                                                                       ---------------     ---------------

Investing Activities:

     Acquisition of property and equipment                                      (35)               -

     Proceeds from sale of property and equipment                                 -               44


     Investment in unconsolidated subsidiary                                      -              (50)
                                                                       ---------------     ---------------
Net cash used in investing activities                                           (35)              (6)
                                                                       ---------------     ---------------

Financing Activities:
     Proceeds from lines of credit and notes payable                          1,477              116
     Repayments of lines of credit and notes payable                           (584)            (188)

     Proceeds from issuance of common stock                                   1,108              429

     Offering costs associated with issuance of common stock                    (20)               -
                                                                       ---------------     ---------------
Net cash provided by financing activities                                     1,981              357
                                                                       ---------------     ---------------

Net increase (decrease) in cash                                                 387              (17)

Cash and cash equivalents at beginning of period                                588               23
                                                                       ---------------     ---------------

Cash and cash equivalents at end of period                             $        975        $       6
                                                                       ===============     ===============

Supplemental disclosure of cash flow information:
     Cash Paid for:
        Interest                                                       $        242        $     230
                                                                       ===============     ===============
        Income taxes                                                   $          -        $       -
                                                                       ===============     ===============
</TABLE>

See notes to unaudited consolidated financial statements.


                                        6


<PAGE>

                      CLEAN SYSTEMS TECHNOLOGY GROUP, LTD.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                     (All amounts in thousands, except share
                   and per share data or as otherwise noted)

[1]      BASIS OF PRESENTATION

         The accompanying un audited consolidated financial statements of Clean
         Systems Technology Group, Ltd. have been prepared in accordance with
         generally accepted accounting principles for interim financial
         information and with the instructions to Form 10-QSB and Item 310(b) of
         Regulation S-B. Accordingly, they do not include all information and
         footnotes required by generally accepted accounting principles for
         complete financial statements. In the opinion of management, all normal
         recurring adjustments considered necessary in order to make the interim
         financial statements not misleading have been included Results for the
         nine months ended September 30, 2004 are not necessarily indicative of
         the results that may be expected for the year ending December 31, 2004.
         These interim unaudited consolidated financial statements should be
         read in conjunction with the consolidated financial statements and
         footnotes thereto of the Company and management's discussion and
         analysis of financial condition and results of operations included in
         the Company's annual report on Form 10-KSB for the year ended December
         31, 2003.

         On October 17, 2001, Entertainment International Ltd. ("ENTI"), through
         its wholly-owned subsidiary ENTI Acquisition I Corp., closed a
         transaction (the "Transaction") providing for the acquisition of CSTI
         Hi-Tec, Ltd. ("CSTI Hi-Tec") an Israeli corporation. All of the issued
         and outstanding shares of CSTI Hi-Tec were exchanged for shares of
         ENTI's unregistered restricted common stock. Simultaneously with the
         closing, the Board of Directors authorized a one for twenty reverse
         stock split of all ENTI's issued and outstanding common stock. All
         references in the accompanying consolidated financial statements to the
         number of shares have been restated to reflect the reverse stock split.

         For accounting purposes, the Transaction has been accounted for as a
         reverse acquisition under the purchase method for business
         combinations, and accordingly the Transaction has been treated as a
         recapitalization of CSTI Hi-Tec, with CSTI Hi-Tec as the acquirer. The
         shares issued in the Transaction are treated as being issued for cash
         and are shown as outstanding for all periods presented in the same
         manner as for a stock split. The consolidated financial statements
         reflect the financial position and the result of operations of CSTI
         Hi-Tec and its subsidiaries and ENTI as of September 30, 2004 and for
         the three and nine months ended September 30, 2004 and 2003. Pro forma
         information on the Transaction is not presented as, at the date of the
         Transaction, ENTI was considered a public shell and accordingly, the
         Transaction was not considered a business combination. On December 27,
         2001, ENTI amended its certificate of incorporation to change its name
         from Entertainment International, Ltd. to Clean Systems Technology
         Group, Ltd. (the "Company" or "CSTI").



















                                       7

<PAGE>

[2]      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accounting policies followed by the Company are set forth in Note 2
         to the Company's consolidated financial statements included in the
         Company's Form 10-KSB for the year ended December 31, 2003.

         Reclassifications - Certain reclassifications have been made to prior
         period consolidated financial statements to conform to the current
         period presented.

         Use of Estimates - The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities, the
         disclosure of contingent assets and liabilities and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

         Significant estimates include the Company's estimate of allowance for
         doubtful accounts and its revenue recognition policy using the
         percentage of completion method of accounting for contracts.

         Revenue Recognition -

         The Company follows the percentage-of-completion method of accounting
         for contracts that extend for periods in excess of one year.
         Accordingly, income is recognized in the ratio that costs incurred
         bears to estimated total costs. Where contracts in progress are subject
         to negotiation and it is probable that the additional costs will be
         recovered, none of the costs are recognized in the income statement
         until pricing has been approved. Similarly, the revenue is not
         recognized until realization is assured beyond a reasonable doubt.
         Adjustments to cost estimates are made periodically, and losses
         expected to be incurred on contracts in progress are charged to
         operations in the period such losses are determined. The aggregate of
         cost incurred on contracts in progress in excess of related billings is
         shown as a current asset, and the aggregate of billings on contracts in
         progress in excess of related costs incurred as shown as a current
         liability.

         Revenue Recognition -

         The Company follows the percentage-of-completion method of accounting
         for contracts that extend for periods in excess of one year.
         Accordingly, income is recognized in the ratio that costs incurred
         bears to estimated total costs. Where contracts in progress are subject
         to negotiation and it is probable that the additional costs will be
         recovered, none of the costs are recognized in the income statement
         until pricing has been approved. Similarly, the revenue is not
         recognized until realization is assured beyond a reasonable doubt.
         Adjustments to cost estimates are made periodically, and losses
         expected to be incurred on contracts in progress are charged to
         operations in the period such losses are determined. The aggregate of
         cost incurred on contracts in progress in excess of related billings is
         shown as a current asset, and the aggregate of billings on contracts in
         progress in excess of related costs incurred as shown as a current
         liability.














                                       8

<PAGE>

     Recent accounting pronouncements -

     -    In November  2004,  the Financial  Accounting  Standards  Board issued
          (`the FASB") issued  Statement of Financial  Accounting  Standards No.
          151 ("SFAS No. 151"),  "Inventory  Costs,  an amendment of ARB No. 43,
          Chapter 4." SFAS No. 151 clarifies that abnormal  inventory costs such
          as costs of idle  facilities,  excess freight and handling costs,  and
          wasted  materials  (spoilage) are required to be recognized as current
          period  costs.  The  provisions  of  SFAS  No.151  are  effective  for
          inventory  costs incurred during fiscal years beginning after June 15,
          2005.  Management is currently  evaluating  the provisions of SFAS No.
          151 and does not expect the  adoption  will have a material  impact on
          the Company's financial position, results of operations or cash flows.

     -    In  December  2004,  the FASB  finalized  SFAS No.  123R  "Share-Based
          Payment" ("SFAS 123R"), amending SFAS No. 123, effective beginning the
          Company's  first  quarter of fiscal  2006.  SFAS 123R will require the
          Company to expense stock options based on grant date fair value in its
          financial statements.  Further, adoption of SFAS No. 123R will require
          additional  accounting  related to income tax effects  and  additional
          disclosure  regarding  cash flow effects  resulting  from  share-based
          payments  arrangements.  The adoption of SFAS 123R will not effect the
          Company's  cash flows or financial  position,  but may have an adverse
          impact on results of operations if options are granted in the future.

     -    In  December  2004,  the FASB  issued  SFAS  No.  153,  "Exchanges  of
          Nonmonetary  Assets - an  amendment  for APB  Opinion  No.  29".  This
          statement  amends APB Opinion No. 29 to eliminate  the  exception  for
          nonmonetary  exchanges  of similar  productive  assets and replaces it
          with a general  exception for exchanges of nonmonetary  assets that do
          not have commercial  substance.  A nonmonetary exchange has commercial
          substance  if future  cash flows of the entity are  expected to change
          significantly as a result of the exchange.  The provisions of SFAS No.
          153 are  effective  for the  Company's  year ended  December 31, 2006.
          Management is currently  evaluating the impact of the adoption of SFAS
          No. 153 on the Company's consolidated  financial position,  liquidity,
          or results of operations.

[3]  INVENTORY

     Inventory,  which consists of raw materials, is valued at the lower of cost
     or market. Cost is determined by the weighted average method.

[4]  NET INCOME PER SHARE

     Earnings per share are  calculated  in  accordance  with the  provisions of
     Statement of  Accounting  Standards  No. 128,  "Earnings  per Share" ("SFAS
     128").  SFAS 128 requires the  reporting of both basic  earnings per share,
     which is the  weighted-average  number of common  shares  outstanding,  and
     diluted earnings per share, which includes the  weighted-average  number of
     common  shares   outstanding  and  all  dilutive  potential  common  shares
     outstanding,  utilizing the treasury  stock method.  For the three and nine
     months  ended  September  30,  2004 and  2003,  the  shares  issued  in the
     Transaction are treated as outstanding for all periods presented. Share and
     per share  amounts  reflect the effect of the one for twenty  reverse stock
     split in October 2001.

















                                       9

<PAGE>

[5]  ISSUANCE OF SHARES

     During  the  nine  month  ended  September  30,2004,   the  Company  issued
     11,080,000  shares  of common  stock at  $0.10,  for  proceeds  of  $1,108,
     inclusive of issuance costs of $20.

[6]  OTHER (EXPENSE) INCOME

     Aggregate  amounts in other  (expense)  income are  primarily the result of
     foreign  currency  translation   adjustments.   Substantially  all  of  the
     Company's  sales  are made in U.S.  dollars.  In  addition,  a  substantial
     portion of the Company's costs are incurred in U.S. dollars. Since the U.S.
     dollar is the primary  currency in the  economic  environment  in which the
     Company operates, the U.S. dollar is its functional currency.

     During  the nine  months  ended  September  30,  2004,  certain  assets and
     liabilities  were  denominated  in NIS  (New  Israeli  Shekels)  while  the
     payments  to  suppliers  were  linked  to the U.S.  dollar.  This  caused a
     substantial  translation  adjustment  due to  relative  strength of the U.S
     dollar to the NIS in 2004.


[7]  GEOGRAPHIC REPORTING

     Revenues by geographic classifications are as follows:

                                                 [In U.S. $ thousands]

                                       Israel      Italy      France       Total
                                       ------      -----      ------       -----
For the three month period
       ended September 30, 2004    $     163    $  1,397    $    --    $   1,560
For the thee month period
       ended September 30, 2003    $     427    $     50    $    --    $     477

For the nine month period
       ended September 30, 2004    $   1,499    $  3,032    $    --    $   4,531
For the nine month period
       ended September 30, 2003    $   2,502    $     80    $   227    $   2,809


         Assets by geographic classifications are as follows:

                                                 [IN U.S. $ THOUSANDS]

                                       Israel      Italy      France       Total
                                       ------      -----      ------       -----
As of September 30, 2004           $   7,116    $    803    $    --    $   7,919




















                                       10

<PAGE>

[8]  COMMITMENTS AND CONTINGENCIES

     The Company,  from time to time, is a party to claims and lawsuits,  in the
     ordinary course of business.  The Company has accrued amounts to cover such
     claims if  management  believes,  with advice of  counsel,  that losses are
     probable.

     The Company  has  initiated  legal  proceedings  in India to recover  costs
     incurred  in a project  for a European  customer.  Total  receivable  as of
     September  30,  2004  for  this  project  is  approximately   $400,000.  As
     management  can not  reasonably  determine  the outcome of this  matter,  a
     reserve of  approximately  $100,000 has been  accounted for with regards to
     this receivable.

[9]  LINE OF CREDIT

     In July 2004 the Company entered into a line of credit  agreement for up to
     $1,000,000.  This line bears  interest at LIBOR + 5%. The LIBOR rate at the
     date of the Line was  approximately  1.4%.  This line is available  through
     March 31,  2006,  with  prescribed  repayments  of  principal  and interest
     throughout the life of the line of credit.  This line is  collateralized by
     the  assignment of a receivable  from a customer of the  Company's  Italian
     subsidiary  Clean  Systems   Technology   Italia  S.r.l  for  approximately
     $983,000.  In  addition  the  Company  has  placed  into an escrow  account
     1,212,121  shares  of its  common  stock  with  a  value  of  approximately
     $400,000,  as security  in the event of  non-payment.  The line  requires a
     credit extension fee of 2% of the available  credit,  or $20,000.  This fee
     has been  recorded as a discount  against net  proceeds the line of credit,
     and is being amortized as interest expense over the life of the line.

     In the event of  non-payment  the lender may convert any unpaid  portion of
     the unpaid line of credit into shares of the Company's  common stock at the
     lower of $0.20  per share or 67% of quoted  market  price of the  Company's
     common stock on the date of conversion.

     As of September 30, 2004, the Company has drawn approximately $746,000 from
     this line of credit

     Through March 31, 2005, the Company has drawn approximately  $850,000 under
     this line of credit.






















                                       11

<PAGE>

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

Forward-looking Statements

     This Quarterly  Report on Form 10-QSB 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.  Forward-looking
statements include statements concerning plans,  objectives,  goals, strategies,
future events or performance and underlying  assumptions  and other  statements,
which are other than  statements  of  historical  facts.  These  statements  are
subject to uncertainties  and risks  including,  but not limited to, product and
service demand and acceptance,  changes in technology,  economic conditions, the
impact of competition and pricing,  government regulation, and other risks, many
of which are beyond the  Company's  control,  defined  in this  document  and in
statements filed from time to time with the Securities and Exchange  Commission.
These  cautionary  statements  and any  other  cautionary  statements  that  may
accompany   the   forward-looking   statements   expressly   qualify   all  such
forward-looking  statements.  In addition,  Clean Systems Technology Group, Ltd.
disclaims  any  obligation to update any  forward-looking  statements to reflect
events or circumstances after the date hereof.

Overview

     CSTI designs,  engineers,  manufactures,  installs and services  ultra high
purity  systems for  transportation  of clean gases and liquids from the source,
where the gases and liquids are  stored,  to the point of use for the  following
processing industries:

     o    Micro-electronics (semi conductors);
     o    Optical fibers;
     o    Pharmaceuticals and Bio-technology; and
     o    Metal Blades.

     CSTI  product  lines  provide a total  solution  for the four major gas and
chemical  systems from source to the point of use  referenced  above.  Since the
gases and the chemicals are pure and extremely dangerous,  the systems that CSTI
manufactures must have the highest levels of safety and quality.

CSTI products are divided into three main categories:

     o    Systems for ultra high purity gases from source to point of use;
     o    Pre-manufactured products sub-systems; and
     o    System upgrades.

     A strategic  decision was adopted by CSTI to be involved in the fiber optic
industry.  Since  May  2002 to date 5 types of  processing  machines  have  been
developed to solve smooth fabrication and quality problems of the fibers.  Those
machines  are to be  manufactured  for CSTI clients in the fiber  industry.  The
prototype of the first machine is to be launched - January 2005.

Critical Accounting Policies and Estimates

     This  discussion  and analysis of the  Company's  financial  condition  and
results of operations are based on its  consolidated  financial  statements that
have been prepared under accounting  principles generally accepted in the United
States of America.  The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,  the
disclosure  of contingent  assets and  liabilities  and the reported  amounts of
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates.  All significant accounting policies are disclosed in note
2 to  the  consolidated  financial  statements  included  in  Form  10-KSB.  The









                                       12

<PAGE>

consolidated  financial  statements and the related notes thereto should be read
in  conjunction  with  the  following   discussion  of  the  Company's  critical
accounting policies. Critical accounting policies and estimates are:

     o    Revenue Recognition
     o    Use of Estimates

Revenue Recognition - The Company follows the percentage-of-completion method of
accounting for contracts that extend for periods in excess of one year.
Accordingly, income is recognized in the ratio that costs incurred bears to
estimated total costs. Where contracts in progress are subject to negotiation
and it is probable that the additional costs will be recovered, none of the
costs are recognized in the income statement until pricing has been approved.
Similarly, the revenue is not recognized until realization is assured beyond a
reasonable doubt. Adjustments to cost estimates are made periodically, and
losses expected to be incurred on contracts in progress are charged to
operations in the period such losses are determined. The aggregate of cost
incurred on contracts in progress in excess of related billings is shown as a
current asset, and the aggregate of billings on contracts in progress in excess
of related costs incurred as shown as a current liability.

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Results of Operations

The following table sets forth, as a percentage of total revenue, certain
consolidated statements of operations data for the periods indicated. These
operating results are not necessarily indicative of the results for any future
period.



                                            THREE MONTHS           SIX MONTHS
                                               ENDED                 ENDED
                                            SEPTEMBER 30,         SEPTEMBER 30,
                                           2004       2003       2004       2003
                                           ----       ----       ----       ----

                                            %          %          %          %

Revenues                                   100        100        100        100
Cost of revenues                            59        135         57         81
Administrative & general                    26         98         27         40
Income (loss) from operations               15       (133)        16        (21)
Interest expense                            (4)       (22)        (5)       (17)
Other (expense) income                      (2)        18          -        (12)
Income (loss) before provision
         For income taxes                    9       (137)        11        (50)
 (Benefit) provision for income taxes        0          1          -          2
                                          -------   -------     ------    ------

Net income (loss)                            9       (138)        11        (52)
                                          =======   =======     ======    ======











                                       13

<PAGE>

Three Months Ended September 30, 2004 compared with Three Months ended
September 30, 2003
(Amounts in Thousands unless Otherwise Indicated)

Revenues

Revenues in 2004 of $1,560,000 increased $1,083,000 (or 227%) from $477,000 in
2003. Management's strategic decision is to continue to be a premier industry
leader in Israel as well as to continue to gain market share in the European and
Central Asian markets. During the three months ended September 30, 2004 and
2003, revenues to customers in Israel amounted to 163 and 427 respectively.
Revenues to non-domestic customers amounted to $1,397 and $50, respectively. In
general, the Company is not dependent upon any single customer or group of
customers. The nature of the Company's business is such that it works on several
large contracts at any one time. Therefore, several customers may comprise a
significant portion of CSTI's revenues during any fiscal period. Once the
Company installs a system for its customer, the customer is generally dependent
on the Company for future upgrades of that system.

Cost of Revenues

The following table sets forth a comparison of the costs of revenues for the
periods indicated:

                                                 Three months ended
                                                    September 30,
                                        2 0 0 4                      2 0 0 3
                                        -------                      -------

Cost of materials and inventory     $   392,000                   $  152,000
Salaries, Subcontractors and
  related expenses                      275,000                      237,000
Cost of service abroad                   94,000                       17,000
Rent and taxes                           44,000                       43,000
Vehicles and transportation              44,000                       98,000
Equipment maintenance and insurance      22,000                       31,000
Depreciation and Amortization            45,000                       56,000
Miscellaneous                            (2,000)                      11,000
                                      ----------                   ----------

Cost of Revenues                    $   914,000                   $  645,000
                                     ===========                   ==========

Cost of revenues has increased by 269$ (or 42%) to $914 in 2004 from $645 in
2003. The increase is in line with the overall increase in Company revenues. The
purchase cost of materials has decreased in 2004 as a percentage of the revenue
as compared to 2003, 25% and 32% respectively. Materials, inventory costs and
labor as a percentage of revenues was lower in 2004 lower as compared in 2003,
at 43% and 81% respectively. The average number of employees during 2004 was 58
as compared to 65 for 2003. Other costs such as rent and taxes, transportation,
equipment maintenance and insurance and depreciation have changed in relative
proportion to the decrease in revenues, and number of employees.

Gross Profit

Gross profit (loss) has increased by $814 (or 485%) to $646 in 2004 from $(168)
in 2003.














                                       14

<page>

Administrative & general expenses

The  following  table  sets  forth  details  regarding   selling,   general  and
administrative expenses for the periods indicated:

                                              Three months ended
                                                 September 30,
                                           2 0 0 4           2 0 0 3
                                           -------           -------

Salaries and related expenses          $   165,000        $  104,000
Professional fees                          195,000           202,000
Telephone and office maintenance            40,000            72,000
Travel vehicles and transportation          12,000            10,000
Depreciation                                27,000            41,000
Sales and marketing                        (27,000)           37,000
                                        ------------        ---------
                                       $   412,000        $  466,000
                                        ============        =========

Administrative & general expenses have decreased $54,000 (or 12%) to $412 in
2004 from $466,000 in 2003.


Interest Expense

Interest expense decreased by $35,000 to $70,000 in 2004 from $105,000 in 2003.
The decrease is primarily attributable, to lower rate of interest.

The decrease is primarily attributable to lower interest rates on credit lines
and notes payable in 2004 as compared to 2003, and the repayments of credit
lines and the conversion of the convertible notes into shares of the Company's
common stock in 2003.


Other (Expense) Income

The  increase in other  (expense)  income by $112,000  to  $(26,000)  in 2004 as
compared  to an income of  $86,000  in 2003 is  primarily  due to the  result of
foreign currency  translation  adjustments.  Substantially  all of the Company's
sales are made in U.S.  dollars.  In  addition,  a  substantial  portion  of the
Company's  costs are  incurred  in U.S.  dollars.  Since the U.S.  dollar is the
primary currency in the economic environment in which the Company operates,  the
U.S. dollar is its functional currency.

During the three months ended  September 30, 2004 and 2003,  certain  assets and
liabilities  were  denominated in NIS (New Israeli Shekel) while the payments to
suppliers was linked to the U.S. dollar.


Nine months ended  September 30, 2004 compared with nine months ended  September
30, 2003(Amounts in thousands unless otherwise indicated).

Revenues

Revenues in 2004 of $4,531,000 increased by $1,722,000 (or 61%) from $2,809,000
in 2003. During the nine months ended September 30, 2004 and 2003, revenues from
customers in Israel amounted to $1,499 and $2,502, respectively. Revenues to
Italian, and other non-domestic costumers amounted to $3,032 and $307
respectively.


















                                       15

<PAGE>

Cost of revenues

The  following  table sets forth a  comparison  of the costs of revenues for the
periods indicated:

                                                    Nine months ended
                                                      September 30,
                                               2 0 0 4           2 0 0 3
                                              ---------         ---------
   Cost of materials and inventory        $   1,063,000     $     774,000
   Salaries, subcontractors, and
     related expenses                           854,000           821,000
   Cost of service abroad                       144,000            85,000
   Rent and taxes                               132,000           101,000
   Vehicles and transportation                  156,000           204,000
   Equipment maintenance and insurance          109,000           116,000
   Depreciation                                 140,000           145,000
   Miscellaneous                                  2,000            23,000
                                          --------------    -------------
   Cost of revenues                       $   2,600,000     $   2,269,000
                                          ==============    =============

The ratio of cost of revenue to revenues has varied from 57% in 2004 in
comparison to 81% in 2003 mainly due to increase in revenues and improving
profitability.

Gross profit

Gross profit has increased by $1,391 to $1,931 in 2004 from $540 in 2003. The
increase in gross profit percentage to 43% in 2004 from 19% in 2003 is due to
the margins attained on revenues due to the pricing environment. During the nine
months ended September 30, 2004,a substantial portion of revenues were earned
out of Israel. A change in trend compared to the comparative nine month period.

Administrative & general expenses

The  following  table  sets  forth  details  regarding   selling,   general  and
administrative expenses for the periods indicated:

                                                     Nine months ended
                                                       September 30,
                                                2004                   2003
                                                ----                   ----
Salaries and related expenses              $   430,000            $   281,000
Professional fees                              435,000                363,000
Telephone and office maintenance               147,000                226,000
Travel vehicles and transportation              35,000                 29,000
Depreciation                                    87,000                 98,000
Sales and marketing                             81,000                124,000
                                             ----------             ----------
                                           $ 1,215,000            $ 1,121,000
                                           ============           ============

Administrative and general expenses have increased by $94 (or 8%) to $1,215,000
in 2004 from $1,121,000 in 2003.The increase is primarily attributable to the
increase volume of activities. Management has also instituted cost cutting
program to improve cash flow.

Interest expenses

Interest expense decreased by $251,000 to $223,000 in 2004 from $474,0000 in
2003. The decrease is primarily attributable to lower level of interest rates
and improve in profitability. Part of the decrease is also attributed to
conversion of convertible notes to common stock.





                                       16

<PAGE>

Other (expense) income

Expense decreased by $322,000 to $15,000 in 2004 from $337,000 in 2003.

Liquidity and Capital Resources

At September 30, 2004, the Company had cash and cash equivalents of $975,000 as
compared to $6,000 at September 30, 2003.

Net cash used in operating activities was $1,559,000 for the nine months ended
September 30, 2004 as compared to $368,000 for the nine months ended September
30, 2003. The use of net cash for operating activities is primarily attributable
to increases in accounts receivables.

Net cash used in investing activities was $35,000 and $6,000 for the nine months
ended September 30, 2004 and 2003, respectively.

Net cash provided by financing activities was $1,981,000 and $ 357,000 for the
nine month ended September 30, 2004 and 2003 respectively. The increase was
primarily due to the sale of common stock and new borrowings to support the
Company's working capital position in 2004 versus 2003.


The following summarizes certain financing outstanding as of September 30, 2004:

[a] Bank Guarantees - Certain customers require the Company to obtain bank
guarantees of a portion of the contract undertaken. The Company has an agreement
with the bank under which such guarantees are available. In the event the
Company is unable to perform all aspects of the contracts, the bank will make
contractual payments to customers and then seek reimbursement from the Company.
As of September. 30, 2004, the bank had extended approximately $95 in guarantees
to five customers.

Assuming there is the improvement and change in the business, the Company
believes that additional funding and improved cash flow from operations and will
be sufficient to fund its needs for at least the next twelve months.

In July 2004 the Company entered into a line of credit agreement for up to
$1,000,000. This line bears interest at LIBOR + 5%. The LIBOR rate at the date
of the Line was approximately 1.4%. This line is available through March 31,
2006, with prescribed repayments of principal and interest throughout the life
of the line of credit. This line is collateralized by the assignment of a
receivable from a customer of the Company's Italian subsidiary Clean Systems
Technology Italia S.r.l for approximately $983,000. In addition the Company has
placed into an escrow account 1,212,121 shares of its common stock with a value
of approximately $400,000, as security in the event of non-payment. The line
requires a credit extension fee of 2% of the available credit, or $20,000. This
fee has been recorded as a discount against net proceeds the line of credit, and
is being amortized as interest expense over the life of the line.

In the event of non-payment the lender may convert any unpaid portion of the
unpaid line of credit into shares of the Company's common stock at the lower of
$0.20 per share or 67% of quoted market price of the Company's common stock on
the date of conversion.

Through March 31, 2005, the Company has drawn approximately  $850,000 under this
line of credit.







                                       17

<PAGE>

Item 3. Controls and Procedures.

     The Company maintains "disclosure controls and procedures," as such term is
defined in Rules 13a-15e and 15d-15e of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  that are  designed to ensure that  information
required  to be  disclosed  in its  reports,  pursuant to the  Exchange  Act, is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to its management,  including its Chief Executive Officer and Chief
Financial  Officer,  as  appropriate,  to allow timely  decisions  regarding the
required  disclosures.  In designing and evaluating the disclosure  controls and
procedures,  management  has  recognized  that any controls and  procedures,  no
matter how well designed and operated, can provide only reasonable assurances of
achieving the desired control objectives, and management necessarily is required
to apply its judgment in evaluating  the cost benefit  relationship  of possible
controls and procedures.


     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
evaluated  the   effectiveness  of  the  Company's   "disclosure   controls  and
procedures" as of the end of the period covered by this Quarterly Report on Form
10-QSB. Based on their evaluation, the principal executive officer and principal
financial  officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date the controls were evaluated.









































                                       18

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as previously disclosed in the Company's Form 10-KSB, and the
attached financial statements, the Company is not party to any other material
legal proceedings.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

We sold an aggregate of 11,080,000 shares of Common Stock for gross proceeds of
$1,088,000. The sales were made pursuant to Section 4(2) of the Securities Act
of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None

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

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

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

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

     32.1  Certification  pursuant  to  18  U.S.C. Section  1350, as adopted
           pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.

     32.2  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.

    There were no reports filed on Form 8-K during the quarter ended
    June 30, 2004.



























                                       19

<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  to  be  signed  on  behalf  by  the  undersigned,  thereunto  duly
authorized.


CLEAN SYSTEMS TECHNOLOGY GROUP, LTD.


Dated: April 12, 2005             By: /S/ JACOB LUSTGARTEN
                                  ------------------------
                                  Jacob Lustgarten
                                  Chief Executive Officer and
                                  Chairman of the Board


Dated: April 12, 2005             By: /S/ YONA LIEBOWITZ
                                  ----------------------
                                  Yona Liebowitz
                                  Chief Financial Officer


















































                                       20