U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                             AMENDMENT NUMBER ONE TO
                                  FORM 10-KSB

_______________________________________________________________________________

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

                                     For the fiscal year ended December 31, 2000

[   ]     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934


                            FLEETCLEAN SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

Commission  file  number:  000-27467

             Texas                                       76-0196431
             -----                                    ---------------
 (State or Other Jurisdiction                         (I.R.S. Employer
of Incorporation or Organization)                    Identification  No.)

    P.O.  Box 727, Hwy 834 East .7 miles, Hardin, Texas                 77561
    ---------------------------------------------------               ---------
     (Address  of  Principal  Executive  Office)                     (Zip  Code)

                                  936-298-9835
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

Securities  registered  pursuant  to  Section  12(b)  of the Exchange Act:  None

Securities  registered  pursuant  to  Section  12(g) of the Exchange Act: Common
Stock

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  [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Issuer's  revenues  for  the  12  months ended December 31, 2000 were $1,451,265

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant,  based  on  the  average  bid  and  ask  price on the OTC Electronic
Bulletin  Board  on April 2, 2001 was $446,108.  As of March 30, 2001 registrant
had  18,046,746  shares  of  Common  Stock  outstanding.

The  registrant is incorporating by reference into Part III of this Form 10-KSB,
certain  information  contained in the registrant's proxy statement for its 2000
annual  meeting  of  stockholders.


<PAGE>
     All  references  to Fleetclean Systems, Inc. common stock reflect a one for
203.991  forward  common  stock  split  in  August  1996.

                                     PART I

     This  annual  report contains forward-looking statements.  These statements
relate  to  future  events or our future financial performance and involve known
and  unknown  risks,  uncertainties  and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements  expressed  or  implied  by  the  forward-  looking  statements.

     In  some  cases, you can identify forward-looking statements by terminology
such  as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates,"  "predicts,"  "potential,"  or the negative of these terms or other
comparable  terminology.  These  statements are only predictions.  Actual events
or  results  may  differ  materially.

     Although  we believe that the expectations reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance,  or  achievements.  Moreover,  neither  we nor any other
person  assumes  responsibility  for  the  accuracy  and  completeness  of these
forward-looking  statements.  We are under no duty to update any of the forward-
looking statements after the date of this report to conform our prior statements
to  actual  results.

ITEM  1.     DESCRIPTION  OF  BUSINESS

Organization

     We  were  incorporated  in  Texas  in  1986,  under  the name Eastex Chemex
Corporation, as a retail distributor of truck washing equipment and chemicals to
operators  of  large  trucking  fleets.  In  July  1990,  we changed our name to
Fleetclean  Systems,  Inc.

     Until  1992,  we operated locally, in the Houston, Texas area.  Thereafter,
sales  efforts  were directed to large national trucking companies.  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 June 1998, the
distribution  warehouse  was  moved  to  Lafayette,  Indiana and subsequently to
Warsaw,  Indiana  in  June  1999.  In  February 1999, we acquired the assets and
ongoing  business accounts of Tri-State Chemex Corp of Providence, Rhode Island.
After  this  transaction, we have sales and service warehouses in Hardin, Texas;
Warsaw, Indiana; Statesville, North Carolina; and 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.

Products  and  Services

     Hand  held  high-pressure  truck  washing  system
     -------------------------------------------------

     We  manufacture stainless steel pressure washing equipment for hand washing
of  trucks.  The chemicals are formulated for two-step washing, which allows the
user  to  simply  spray  the  chemical on the unit and rinse it off for complete
cleaning  without  brushing.  The chemical run off is neutral and is accepted in
municipal  waste  water  systems nationwide with no special permitting required.
We  know  of no federal regulations that restrict our customers from discharging
wastewater  into  municipal  sewer  systems.  Each  municipality  has  specific
requirements  for  accepting  industrial wastewater.  We offer several different
types  of chemicals, depending on the surface of the truck and upon the level of
cleaning  required.


                                        1
<PAGE>
     We believe our customer base is stable in that we provide washing equipment
to  our  customers,  on  loan,  at no charge, in return for the ongoing chemical
business,  provided  the  customer  purchases a pre-set amount of chemicals each
month.  Each  customer  that  is  provided  the  equipment  agrees to purchase a
minimum  of  200  gallons  of  chemicals exclusively from us, or agrees to pay a
rental  fee of $250.  The current prices of chemicals are approximately $2.60 to
$7.00  per  gallon.  Our  personnel  install  the  equipment  at each customer's
facility,  and  provide  instruction and training.  We believe customer turnover
has  been  low  due  to  the  quality  of  the products and the level of service
provided  on  a  regular  monthly  basis.  Some  customers  have  been  serviced
continuously  for  ten  years.

     As  of  December  31,  2000,  we serviced 108 customers on a regular basis,
which  is a decrease of 68 from the 1999 level.  During 2000, we added three new
regular  chemical  customers.  The  decrease in the number of chemical customers
served  is  due  to  our discontinuing service to customers who did not meet our
volume requirements.  Overall, chemical sales declined $2,698 in 2000 from 1999,
while  equipment  sales  increased  by  $9,125.

     Historically,  we  estimate  that  our  chemical business has had an annual
growth  rate  of  5%,  based  on gallons delivered during the years 1996 through
2000.  Of the 108 customers currently served, 39 have been regular customers for
more  than  five  years.  We  are not dependent on a few major customers for our
revenues.

     Drive  thru  truck  washing  system
     -----------------------------------

     We  have  also  designed  a  drive  thru  truck  wash  system that washes a
tractor/trailer  combination  in  approximately  90  seconds.  Unlike  the  hand
washing  systems,  drive  thru washing systems are not provided on loan, but are
sold  at  prices  of  $55,000  - $75,000.  The system cleans without brushing by
means  of  two  chemical  spray arches and a rinse arch, each with separate pump
systems,  a  chemical mixing system, and a master control panel with appropriate
controls  and  sensors.  The  system  initially  dispenses  a pre-soak solution,
followed  with  a detergent solution, which reacts with the pre-soak solution to
finish  cleaning.  Finally,  the  truck  is  rinsed,  including an undercarriage
rinse, with a rinse pump dispensing water at a rate of approximately 230 gallons
per minute.  The system can handle trucks up to 8 feet 6 inches wide and 13 feet
6  inches high.  To date, we have sold six drive thru wash systems.   There were
no  drive  thru  sales  in  2000.

     A  drive thru truck wash is a mechanical and electronic system that is sold
to a customer, typically not a tank truck carrier, but a dry freight box carrier
to  clean  the  exteriors  of  trucks  and  trailers.  These systems are sold to
trucking companies that have a sufficient number of units to require high volume
production  washing.  The  systems,  when  sold, are installed at the customer's
maintenance  facility,  allowing  them  to  clean  their  own  tractor/trailer
combinations  on a regular basis.  We sell maintenance and cleaning chemicals on
an  ongoing  basis  to  the owners of the drive thru truck wash systems.  During
2001,  we  intend  to  increase  advertising  for  this segment of our business.

     Internal  tank  cleaning  operations
     ------------------------------------

     Our  business  has  grown  primarily  within the tank truck industry.  As a
result, our management has become familiar with the characteristics and needs of
that industry, which prompted us to enter into "internal" tank cleaning in 1999.
In  March 1999, we acquired, on a lease purchase contract, a truck terminal/tank
wash  facility in Hahnville, Louisiana.  After remodeling the facility at a cost
of  approximately  $300,000,  the  facility  opened  in  August  1999.

     Internal  tank  cleaning  is  a  necessary  process  in  the functioning of
chemical  and food tank trucks and trailers.  Most chemical or food tankers haul
a  variety  of products, though there are some unique situations where a trailer
is  on  a dedicated haul of one specific product.  In every case where a trailer
is  loading  a  product  different from the previous load, it must be thoroughly
cleaned  internally,  and  in some cases externally.  This is done by taking the
trailer to a plant that is equipped with a steam boiler and high pressure pumps,
which are used through a spinner device to inject hot caustic or hot soap or hot
diesel  in  some  cases  at high pressure to clean the tank.  Rinsing and drying
completes  the  process.


                                        2
<PAGE>
     This  internal  tank  cleaning  facility  is  permitted  by  the  Louisiana
Department  of  Environmental  Quality,  and  currently holds an EPA permit as a
wastewater generator, and an air quality permit from the state of Louisiana.  We
have  completed  our  required permitting and expect no further fees or permits.
We  are  subject  overall  to regulation by the DOT, EPA, and OSHA and currently
believe  we  have complied with all regulatory requirements.  As a whole, we are
permitted  by the DOT as a hazardous materials carrier.  These permits have been
in  place  since  1993.  We meet all DOT requirements and state requirements for
operation  of  trucks  hauling  hazardous  materials.  Different  states  have
different  permitting  requirements,  which  are  addressed state by state.  The
Hahnville  facility  is  permitted  by  the  EPA and the state of Louisiana as a
"small  quantity"  hazardous waste generator. Wastewater is disposed of off site
to  a permitted waste disposal site.  Additionally, we have a boiler permit from
the  Louisiana  State  Fire  Marshall.

     The  Hahnville facility also offers a variety of maintenance and inspection
services to its tank line customers, including oil changes, brake service, minor
tank  repairs,  and  federally  mandated  DOT  HM183  tank  inspections.

     Since  opening  for  business  the  third week of August 1999 the Hahnville
facility has seen steady growth in revenue, as shown below.  The facility became
profitable  in  June  2000 as a result of new contracts with new customers which
increased  the  number  of  trailers  cleaned each month, and also increased the
service  revenue.  The  increase  in  tank  wash  revenue is responsible for our
overall  sales  increase.

     September 1999 Tank Wash Revenue          $ 9,727
     October 1999 Tank Wash Revenue             20,304
     November 1999 Tank Wash Revenue            25,680
     December 1999 Tank Wash Revenue            26,796
     January  2000 Tank Wash Revenue            30,757
     February 2000 Tank wash Revenue            25,500
     March 2000 Tank Wash Revenue               33,527
     April 2000 Tank Wash Revenue               33,175
     May 2000 Tank Wash Revenue                 31,420
     June 2000 Tank Wash Revenue                44,081
     July 2000 Tank Wash  Revenue               44,046
     August 2000 Tank Wash Revenue              45,597
     September 2000 Tank Wash Revenue           42,231
     October 2000 Tank Wash Revenue             44,009
     November 2000 Tank Wash Revenue            53,178
     December 2000 Tank Wash Revenue            51,072

     We  believe  we have complied with all applicable environmental regulations
with  respect to our operations.  However, due to the nature of our business, we
may  become  subject  to  future  laws  regulating  the  chemicals  used  in our
operations.

     As  a  long-term  objective,  we  intend  to  open additional tank cleaning
facilities.  We  do not employ any processes or operations, which are limited by
availability  of  materials  or suppliers, as all components of our products are
commercially  available  and  can  be  purchased  from a number of sources.  The
uniqueness  of  the  products marketed is in the formulation of the chemicals to
proprietary  formulas,  which  are  strictly  controlled.  All  employees sign a
confidentiality  and  non-compete  agreement, except the tank wash personnel who
have  no  access  to  secret  information.

Intellectual  Property

     We  do  not  have  a  formal  research  and  development  division.  Our
expenditures on research and development have been limited to contracting with a
research  chemist  for assistance with certain new chemical formulas, at a total
cost  of  $3,000  in  the  last  two  years.


                                        3
<PAGE>
     We  regard intellectual property rights as essential to our success, and we
rely extensively on trademark rights and confidentiality agreements, between and
amongst  our  partners,  employees,  and  others,  to  protect  our  proprietary
interests.  We  are  the proprietor of a service mark on the Fleetclean Systems,
Inc.  mark.  We do not currently hold any patents on our chemical formulas or on
the  components  comprising  our  drive  thru  washing  system.

Marketing

     We  have  not  entered  into extensive advertising programs, but have grown
through  direct  sales  efforts,  and  referrals  from  satisfied customers.  We
currently service 108 chemical customers in 24 states, plus 29 regular customers
at  the  tank  wash  facility.  Although  we  believe we compete in a fragmented
market with few large competitors, there is no assurance that we will not in the
future  compete  against  larger  companies  with  greater  financial resources.

Employees

     We  currently  have  17 full-time employees.  No employees are covered by a
collective bargaining agreement.  We consider relations with our employees to be
satisfactory.

Competition

     Competition  in the chemical distribution business is very fragmented, with
the  bulk  of  the  competition  as  locally owned family businesses.  There are
currently  373  commercial  tank cleaning facilities in the country as listed in
the  March  2001  issue of "Modern Bulk Transporter" magazine.  Of these, 63 are
limited  to  food  grade  only,  and  another 171 are operated by trucking firms
primarily  to  service  their  own  trucks,  leaving  only  139  facilities  as
independent  full  service  commercial  tank  washes.  Of  the  139  independent
facilities,  20  are owned and operated by Philip Services Corporation, which is
the  country's  largest  chain  of  independent  tank  cleaning  facilities.

     Tank  trailers  are  divided  into three basic categories, dry bulk (flour,
plastic  pellets, sand, etc.); liquid food trailers; and chemical trailers.  For
obvious  reasons of possible contamination, a food trailer would not normally be
used  to  haul  chemicals,  which  in  many  cases  would be hazardous.  In some
applications,  certain  types  of  food  product  trailers  can  be cleaned in a
general-purpose  tank wash facility.  However some food product trailers must be
cleaned  in  special  "food grade" wash bays, which requires all stainless steel
equipment  and  fixtures.  The  Hahnville facility is a general-purpose chemical
tank  wash  and does not have a "food grade" bay, as we believe the local market
does  not require such a facility.  However certain food products are cleaned in
the  Hahnville  facility.  There are tank washes that specialize in "food grade"
cleaning  only  and  would  not  be able to clean a variety of chemical products
without  voiding  their  "food  grade"  designation.

     The  majority  of  the  independent  tank  washes  are  small  family owned
businesses.  Some  of  these  family  owned  businesses  are being considered as
potential acquisition candidates with a view to developing a national chain.  We
believe  many  of  these  businesses use antiquated, inefficient methods, and we
believe  that  an  opportunity  exists  to become a significant service provider
nationwide  by  acquiring  carefully selected facilities, while at the same time
building  new  modern  facilities  in key markets.  In February 2000, we entered
into  two  letters  of  intent  for  the  acquisition  of two existing tank wash
facilities.  Neither  of  these  facilities  are  currently  being considered as
acquisition  possibilities,  and  we  have no specific acquisition plans at this
time.

RISK  FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     You  should  carefully consider the risks described below before making any
investment  decision  related  to  our  securities.  The risks and uncertainties
described  below are not the only ones facing our company.  Additional risks and
uncertainties  not  presently  known  to us or that we currently deem immaterial
also may impair our business operations.  If any of the following risks actually
occur,  our  business  could  be  harmed.

WE  DEPEND  ON  KEY  PERSONNEL.


                                        4
<PAGE>
     Our  success  is  substantially  dependent  on  the  continued  service and
performance  of our senior management and key personnel, specifically Kenneth A.
Phillips.  We had an employment agreement with Mr. Phillips that expired in July
2000,  and  has  not  been  renewed.  Mr. Phillips continues as president of the
company without a contract.  The loss of the services of Mr. Phillips could have
a  negative  effect  on  our  business.  In  addition, we do not maintain a life
insurance  policy  for  Mr.  Phillips.

WE  ARE  EXPANDING OUR BUSINESS, WHICH WILL PLACE A SEVERE STRAIN ON OUR LIMITED
RESOURCES.

     We expect to expand our operations, and anticipate that further significant
expansion  will be required to address potential growth in our customer base and
market  opportunities.  This  expansion  may  place  a significant strain on our
limited  resources.  We  expect  to  hire  new  employees  and  increase  our
infrastructure  as  part  of  our  expansion.

INTEGRATION  OF  ACQUISITIONS

     Since  1994,  we  have  completed several acquisitions, as described above.
The  anticipated  benefits  from  these,  and  future  acquisitions,  may not be
achieved  unless  the  operations  of  the  acquired  business  are successfully
combined with ours in a timely manner.  The integration of acquisitions requires
substantial  attention  from  management.  The  diversion  of  the  attention of
management,  and  any  difficulties encountered in the transition process, could
have an adverse impact on our business.  In addition, the process of integrating
various  businesses  could  cause the interruption of, or a loss of momentum in,
the  activities  of some or all of these businesses, which could have an adverse
effect  on  our  business.

WE  DEPEND  ON  OUR  INTELLECTUAL  PROPERTY.

     Our  success  depends,  in  part,  upon  our  intellectual property rights,
including our rights related to the development of our chemical formulas and the
design  of  our  drive-thru  truck  washing  systems.  We do not have patents on
either  of  these  products.  We  rely  upon  a  combination  of  trade  secret,
nondisclosure,  and  other  contractual  arrangements to protect our proprietary
rights.  We  enter  into  confidentiality  agreements  with  our  employees, and
generally require that our consultants enter into such agreements.  There can be
no  assurance  that  the  steps  taken  in this regard will be adequate to deter
misappropriation  of  our  proprietary  information  or  that we will be able to
detect  unauthorized  use and take appropriate steps to enforce our intellectual
property  rights.  In  addition,  although  we  believe  that  our  services and
products  do  not  infringe on the intellectual property rights of others, there
can  be  no  assurance  that such a claim will not be asserted against us in the
future,  or  that  if  asserted any such claim will be successfully defended.  A
successful  claim against us could materially and adversely affect our business.

CONCENTRATION  OF  CONTROL

     Our  board  of  directors  beneficially  own  approximately  42%  of  our
outstanding  common  stock.  As a result, these stockholders have the ability to
substantially  influence  and  may effectively control, the outcome of corporate
actions  requiring  stockholder  approval,  including the election of directors.
This  concentration of ownership may have the effect of delaying or preventing a
change  in  control  of  Fleetclean  Systems.

OUR  STOCK  PRICE  IS  VOLATILE.

     The market for our securities is highly volatile.  The closing price of our
common  stock  has  fluctuated  widely.  The  stock  markets  have  in  general
experienced  extreme stock price volatility.  It is likely that the price of our
common  stock  will  continue  to  fluctuate  widely  in  the  future.


                                        5
<PAGE>
PENNY  STOCK  REGULATIONS

     The  SEC  has  adopted  rules  that  regulate  broker-dealer  practices  in
connection  with  transactions  in  "penny  stocks."  Penny stocks generally are
equity  securities  with  a  price  of  less  than $5.00.  The penny stock rules
require  a  broker-dealer, prior to a transaction in a penny stock not otherwise
exempt  from  the  rules,  to  deliver  a  standardized risk disclosure document
prepared  by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market.  These disclosure requirements may
have  the  effect  of  reducing  the  level of trading activity in any secondary
market  for  a  stock that becomes subject to the penny stock rules.  Our common
stock may be subject to the penny stock rules, and accordingly, investors in our
common  stock  may  find  it difficult to sell their shares in the future, if at
all.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Hardin,  Texas.  We are purchasing 3.3 acres in Hardin, Texas, which serves
as  corporate  headquarters and our primary manufacturing facility, with a total
of 5,500 square feet of office, manufacturing, and warehouse space.  The current
mortgage  balance  is  approximately $61,057.  We entered into a note payable in
September  1998,  which  provides  for  monthly payments of $941 for 120 months.

     Hahnville,  Louisiana.  We have entered into a lease purchase contract with
Trimac  Transportation  for the purchase of 1.52 acres, in Hahnville, Louisiana.
The  site  has  52,844  square  feet of 6 inch reinforced concrete paving and is
surrounded  by a chain link fence.  The steel frame industrial building is 7,399
square  feet and has two maintenance bays and one oversized cleaning bay capable
of  handling  two  trailers  at  a time, plus a boiler/equipment room.  Finished
office area is 508 square feet plus a 612 square feet finished mezzanine with an
eating area and shower facility.  The purchase price on the property is $450,000
payable  in  monthly  payments  of  $5,000.  One  half of the payment is a lease
payment,  and  one  half  is  applied  to  the principal balance, with a balloon
payment  after  60  months  of $250,000.  Payments began June 1, 1999.  In April
2000,  we purchased an additional   acre across the street from the tank wash at
a cost of $100,000.  The purchase was financed by the seller on a five-year note
with  monthly  payments of $1,548.  The down payment was $25,000 and the balance
owed  on December 31, 2000 was approximately $66,725.  We installed utilities on
the  property  and  paved  it  for  additional  parking.  In  November  2000, we
implemented  a three-year agreement with a customer that allows them to place an
office  trailer  on  the property in return for which we clean and service their
trucks  and  trailers.

     We  rent, on a month-to-month basis, small warehouses in Statesville, North
Carolina;  Providence,  Rhode  Island;  and  Warsaw,  Indiana at a total monthly
rental  of  $1,500.

     We  believe our present facilities are adequate for our current operations,
and  that  our  properties  are  adequately  covered  by  insurance.

ITEM  3.  LEGAL  PROCEEDINGS

     We  are  the plaintiff in a suit in which, Leroy Sievers, a former employee
is  being  sued  for  violating  a  covenant not to compete.  The suit was filed
August  1996  in the 75th district court in Liberty County, Texas.  In 1997, the
suit was expanded to a co-conspirator who was assisting the defendant.  In April
1997,  a  temporary  injunction  was  ordered  to  prevent  the  defendants from
competing  further.  The injunction was lifted in February 2001.  We are seeking
damages,  reimbursement  of  expenses,  and  enforcement  of  the  non-compete
agreement.  In  August 1999, the co-conspirator settled with us for $17,500 cash
and  a four-year non-compete agreement, plus cooperation with us in pursuing our
claim  against  the  original defendant.  In 1996, the defendant counter sued us
for wrongful termination and for unspecified damages.  The suit is set for trial
in  May  2001.

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

     None.


                                        6
<PAGE>
                                    PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS

     Our  common  stock  trades  under  the  symbol "FLSY" on the OTC Electronic
Bulletin  Board.  The market for our common stock on the OTC Electronic Bulletin
Board is limited, sporadic, and highly volatile.  The following table sets forth
the  high  and  low sales closing per share of the common stock for the past two
fiscal  years,  as  reported by the OTC Electronic Bulletin Board.  These prices
reflect inter-dealer prices, without retail mark-ups, mark-downs or commissions,
and  may  not  necessarily  represent  actual  transactions.


                             HIGH   LOW
   FISCAL 1999
   -----------

First Quarter                .6875   .25
Second Quarter               .625    .11
Third Quarter                .27     .085
Fourth Quarter               .17     .035

   FISCAL 2000
   -----------

First Quarter                 .453   .07
Second Quarter                .48    .141
Third Quarter                 .141   .08
Fourth Quarter                .08    .041

     On  April 2, 2001, the closing price of our common stock as reported by the
OTC  Electronic Bulletin Board was $.045.  We believe that as of March 30, 2001,
there  were  approximately  353  record  owners  of our common stock.  It is our
present  policy  not  to  pay  cash  dividends  and to retain future earnings to
support  our  growth.  Any  payment  of  cash  dividends  in  the future will be
dependent  upon  the  amount of funds legally available, our earnings, financial
condition,  capital  requirements, and other factors that the board of directors
may  deem  relevant.  We  have not paid any dividends during the last two fiscal
years and do not anticipate paying any cash dividends in the foreseeable future.

     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  April  2000,  we  issued Kenneth A. Phillips 1,450,000 shares of common
stock  for  an  aggregate  purchase  price of $290,000.  In July 2000 Kenneth A.
Phillips  exercised  warrants for the purchase of 249,999 shares of common stock
for  an  aggregate  purchase price of $12,500.  In July 2000 Kenneth A. Phillips
converted  a $175,000 note, plus accrued interest for 3,539,974 shares of common
stock.  In December 2000, we issued Kenneth A. Phillips 487,804 shares of common
stock  for  an aggregate purchase price of $10,000, and we issued 850,000 shares
of  common stock to our officers and directors as a bonus.  We believe the above
transactions  were  exempt  from  registration  pursuant  to Section 4(2) of the
Securities  Act,  as the recipients were all accredited investors, and since the
transactions  were  non-recurring  and  privately  negotiated.

     There  were no underwritten offerings employed in connection with the sales
and  issuances  of  the  unregistered  securities in any of the transactions set
forth  above.


                                        7
<PAGE>
ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     You must read the following discussion of the results of the operations and
financial  condition  of Fleetclean Systems in conjunction with our consolidated
financial  statements,  including the notes included in this Form 10-KSB filing.
Our  historical results are not necessarily an indication of trends in operating
results  for  any  future  period.

     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.

     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.

YEAR  ENDED  DECEMBER  31,  2000  COMPARED  TO  THE YEAR ENDED DECEMBER 31, 1999

     Revenues

     Total revenues increased to $1,451,265 for the year ended December 31, 2000
compared  with $1,103,663 for the year ended December 31, 1999.  The increase of
32%  was  attributable  to  increased  internal  tank cleaning revenues from the
Hahnville  facility  during  the  year  ended  December  31,  2000.

     Cost  of  goods  sold

For  the  year ended December 31, 2000, cost of goods sold increased to $413,363
from  $293,344 during the year ended December 31, 1999.  The increase of 41% was
primarily  attributable  to  increased  direct labor and associated costs at the
Hahnville  facility.  Our  gross  margins  for  the year ended December 31, 2000
declined  to  72% from 76% for the year ended December 31, 1999.  The decline in
gross  margins  was  due  to  the  lower margins received from our internal tank
washing  revenues  in  the  Hahnville  facility.

     General  and  Administrative  Expenses

     For  the  year ended December 31, 2000, general and administrative expenses
increased to $1,260,782 from $1,221,949 during the year ended December 31, 1999.
The  increase  of  3%  was  primarily  due  to:

     -    an  increase  in  advertising  costs;
     -    increases  in  salary  expense;
     -    added  interest  expense  from  our  increased  debt;  and
     -    increased  depreciation  cost.

     Other  Income

     For  the  year ended December 31, 2000, other income was $8,044 compared to
other  income of $17,863 for the year ended December 31, 1999.  Other income was
primarily  attributable  to  the  sale  of  a  used  truck  in  November  2000.

     Net  Loss

     For the year ended December 31, 2000, our net loss was $214,836 compared to
net loss of $393,767 for the year ended December 31, 1999.  The reduction in the
amount  of  the  loss  was  primarily  attributable to the increase in tank wash
revenue  as  described  above,  along  with  very  small  increases in expenses.


                                        8
<PAGE>
     Cash  Flows

     Our  operating activities provided net cash of $ 156,400 in fiscal 2000 and
$2,138  in fiscal 1999. Net cash provided by operating activities in fiscal 2000
increased due to a decrease in the net operating losses for the year and from an
increase  in  our  depreciation  of  $17,883.

     Our  investing  activities  used  net  cash  of $339,627 in fiscal 2000 and
$757,720  in  1999.  The  decrease  in  our  investing  activities  was  due  to
completion  of the Hahnville facility in 1999, with minor additions completed in
2000.  In  fiscal 2000, $180,000 was invested in land and improvements to expand
truck-parking  capacity  in  Hahnville.  Additionally,  we  purchased  three new
service  delivery  trucks  in  2000.

     Our  financing  activities  provided  cash  of  $181,928 in fiscal 2000 and
$702,603  in fiscal 1999. The decrease in fiscal 2000 is due to the purchase and
financing  of  the Hahnville facility, which was completed in 1999, which caused
the increase in notes payable of $526,931  recorded in 1999.  In 2000, there was
a  small  increase  in  notes payable which was offset by the elimination of the
$167,859  advance  from an officer of the company, which amount was converted to
equity  by the issuance of 3,535,974 shares of common stock. Additional sales of
common  stock  were  made  totaling  $335,090.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  December 31, 2000, we had cash of $105 and negative working capital
of  $47,590.  We  began  to receive cash flow from operations during 2000 as the
Hahnville facility began to generate positive cash flows, beginning in June.  We
have  only  operated the Hahnville facility since August 1999, and as such there
is  no  assurance  that we will continue to generate positive cash flow from the
facility.  We estimate our monthly operating expenditure for fiscal 2001 will be
approximately  $130,000,  although  unexpected expenses may increase our monthly
outlays.  In  addition,  we  intend  to  make additional acquisitions during the
year,  which  will  cause  increased  expenditures.

     As  of  December  31,  2000,  we  had notes payable aggregating $940,566 to
financial institutions and entities due through September 2008 at interest rates
ranging from 8.25% to 14.7%.  Of these notes payable, $152,095 is due during the
year  ended  December  31,  2001.  In  addition,  we  have  lease commitments of
approximately  $3,150 for fiscal 2001 and we are currently leasing several other
properties on a month-to-month basis with aggregate lease payments of $1,450 per
month.

     We  do  not have any significant credit facilities available with financial
institutions  or  other third parties and until we can generate significant cash
flow  from  operations, we will be dependent upon external sources of financing.
At  the  present time, we have no commitments for any external financing, and if
we  are  able  to generate external funding, it will likely be on a best-efforts
basis  and  may  involve  substantial  dilution to our present shareholders.  In
addition,  although  we have received advances from our officers in the past, we
do  not  expect  that  we  will  be able to rely on such advances in the future.

     If  we  are  unable  to  generate  external funding, we will be required to
curtail  our  expansion,  seek other external financing, or otherwise bring cash
flows  into  balance.  We  believe our current financial situation is due to our
rapid growth, which we believe is important to our ongoing success, but which we
are  unable  to  adequately  finance  internally.  We believe we can sustain our
current  operations  if we discontinue all growth expenditures, and use all cash
flows  from  operations  to  fund  our  current  operations.

ITEM  7.  CONSOLIDATED  FINANCIAL  STATEMENTS

     The  financial  statements  commencing  on  page  F-1  have been audited by
McManus & Co., P.C., independent certified public accountants, to the extent and
for  the  periods  set forth in their reports appearing elsewhere herein and are
included  in reliance upon such reports given upon the authority of said firm as
experts  in  auditing  and  accounting.

ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.


                                        9
<PAGE>
                         PART  III

ITEMS  9  TO  12  INCLUSIVE.

     These  items  have been omitted in accordance with the general instructions
to  Form  10-KSB.  Prior  to  April  30,  2001,  we will file a definitive proxy
statement  or information statement that will involve the election of directors.
The information required by these items will be included in such proxy statement
or  information  statement  and  are  incorporated  by  reference in this annual
report.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  The  following  exhibits are to be filed as part of the annual report:

     EXHIBIT  NO.          IDENTIFICATION  OF  EXHIBIT


     Exhibit  3.1  Articles  of Incorporation of Fleetclean Systems, Inc. (filed
                   previously  as Exhibit 2.1 to the company's Form 10-SB, file
                   no.  000-27467)
     Exhibit  3.2  Amended and Restated Bylaws of Fleetclean Systems, Inc.(filed
                   previously  as  Exhibit 2.2 to the company's Form 10-SB, file
                   no.  000-27467)
     Exhibit  4.1  Common Stock Certificate  of  Fleetclean Systems, Inc. (filed
                   previously as Exhibit 2.1 to the company's Form 10-SB, file
                   no. 000-27467)
     Exhibit  10.1 Lease/Purchase  Agreement (filed previously as Exhibit 6.4 to
                   the  company's  Form  10-SB/A,  amendment  #2,  file  no.
                   000-27467)
     Exhibit  23.1 Consent  of  McManus  &  Co.,  P.C.

     (b)  There  have  been  no  reports  filed  on  Form  8-K.


                                       10
<PAGE>
                                   SIGNATURES
                                   ----------


     In  accordance  with  the  Section  13  or  15(d)  of the Exchange Act, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                              Fleetclean  Systems,  Inc.



                              By:   /s/  Kenneth  A.  Phillips
                                    --------------------------------
                                    Kenneth  A.  Philips,  President


                          ___________________________

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


Signature                          Title                       Date
---------                          -----                       ----



 /s/  Kenneth A. Phillips          Chairman of the Board        April 13, 2001
 ------------------------          and  President
Kenneth  A.  Philips


 /s/  Jay  G.  Phillips            Director and Vice-President  April 13, 2001
 ----------------------            Customer  Service
Jay  G.  Phillips


 /s/  Richard R. Royall            Director                     April 13, 2001
 ----------------------
Richard  R.  Royall


                                       11
<PAGE>
                           FLEETCLEAN  SYSTEMS,  INC.
                              FINANCIAL  STATEMENTS
                               DECEMBER  31,  2000



                               TABLE  OF  CONTENTS
                               -------------------

                                                                            Page
                                                                            ----

Independent  Accountant's  Report. . . . . . . . . . . . . . . . . . . . .   1

Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2-3

Statements  of  Operations  and  Retained  Earnings. . . . . . . . . . . .   4

Statements  of  Changes  in  Shareholders'  Equity . . . . . . . . . . . .   5

Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . . . . . . .   6

Notes  to  the  Financial  Statements. . . . . . . . . . . . . . . . . . .  7-18


<PAGE>
McManus & Co., P.C., Certified Public Accountants
309 East Main Street, Rockaway, NJ 07866
350 5th Avenue, Suite 440, New York, NY 10118
Tel: 973-664-1065 - Fax: 973-664-1045
E-mail: McManusCPA@aol.com



                         INDEPENDENT ACCOUNTANT'S REPORT
                         -------------------------------



To  the  Board  of  Directors  and  Stockholders
of  Fleetclean  Systems,  Inc.:

We  have  audited the accompanying balance sheets of Fleetclean Systems, Inc. as
of  December  31,  2000  and  1999  and the related statements of operations and
retained  earnings,  stockholders'  equity,  and  cash  flows for the years then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  are  free  of
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Fleetclean Systems, Inc. at
December  31,  2000  and  1999  and the results of its operations, stockholders'
equity, and its cash flow for the years then ended, in conformity with generally
accepted  accounting  principles.



/s/  McManus  &  Co.,  P.C.
McManus  &  Co.,  P.C.
Rockaway,  New  Jersey


April  5,  2001


<PAGE>
<TABLE>
<CAPTION>
                           FLEETCLEAN  SYSTEMS,  INC.
                                 BALANCE  SHEETS

                                     ASSETS
                                     ------

                                                        December  31,
                                                       2000        1999
                                                    ----------  ----------
<S>                                                 <C>         <C>
CURRENT  ASSETS:
    Cash                                            $      105  $    1,404
    Accounts  Receivable (Note 2)                      199,594     159,654
    Employee  Advances                                   6,010       4,789
    Inventory (Note 1)                                 164,093     151,722
    Prepaid  Expenses                                   11,000      14,054
    Deferred  Tax  Asset (Note 12)                      24,583      22,421
                                                    ----------  ----------

      Total  Current  Assets                           405,385     354,044
                                                    ----------  ----------

PROPERTY,  PLANT,  AND  EQUIPMENT: (NOTES 1 & 3)     1,561,785   1,391,988

OTHER  ASSETS:
    Other  Assets                                        7,920       2,345
    Intangible  Asset  (Note 10)                       177,744     191,270
                                                    ----------  ----------

      Total  Other  Assets                             185,664     193,615
                                                    ----------  ----------

    TOTAL  ASSETS                                   $2,152,834  $1,939,647
                                                    ==========  ==========
</TABLE>

See accompanying notes to the financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              FLEETCLEAN  SYSTEMS,  INC.
                                   BALANCE  SHEETS

                       LIABILITIES  AND  STOCKHOLDERS'  EQUITY
                       ---------------------------------------

                                                                    December  31,
                                                                  2000         1999
                                                               ----------  -----------
<S>                                                            <C>         <C>
CURRENT LIABILITIES:
    Accounts  Payable                                          $  241,773  $  181,995
    Advance  From  Officer (Note 6)                                     0     167,859
    Notes  Payable (Note 4)                                       152,095     251,640
    Payroll  Taxes  Payable                                         2,334       4,904
    Insurance  Payable                                             10,710       8,405
    Sales  Tax  Payable                                            14,994      15,581
    Accrued  Expenses                                              31,069      60,266
                                                               ----------  -----------

      Total  Current  Liabilities                                 452,975     690,650
                                                               ----------  -----------

LONG - TERM  LIABILITIES:
    Deferred  Tax  Liability (Note 12)                             31,045      28,882
    Notes  Payable  -  Net  of  Current  Portion (Note 4)         788,471     674,229
                                                               ----------  -----------

      Total  Long - Term  Liabilities                             819,516     703,111
                                                               ----------  -----------

    Total  Liabilities                                          1,272,491   1,393,761
                                                               ----------  -----------

COMMITMENTS  AND  CONTINGENT  LIABILITIES (NOTE 7 & 11)

STOCKHOLDERS'  EQUITY:
    Common  Stock  -  $.01  par  value
      Authorized  50,000,000  shares
      Issued  and  Outstanding  -  18,046,746  &  10,590,014
        at  2000  and  1999,  respectively                        180,467     105,900
    Paid  In  Capital                                           1,292,043     817,318
    Retained  Earnings                                           (592,168)   (377,332)
                                                               ----------  -----------

      Total  Stockholders'  Equity                                880,343     545,886
                                                               ----------  -----------

    TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY             $2,152,834  $1,939,647
                                                               ==========  ===========
</TABLE>

See accompanying notes to the financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           FLEETCLEAN  SYSTEMS,  INC.
               STATEMENTS  OF  OPERATIONS  AND  RETAINED  EARNINGS
                      FOR  THE  YEARS  ENDED  DECEMBER  31,

                                                           2000        1999
                                                        ----------  -----------
<S>                                                     <C>         <C>
INCOME:
    Net  Sales                                          $1,451,265  $1,103,663

    Less:  Cost  of  Goods  Sold                           413,363     293,344
                                                        ----------  -----------
      Gross  Profit                                      1,037,902     810,319

GENERAL  AND  ADMINISTRATIVE  EXPENSES:
    Salaries                                               460,216     430,712
    Payroll  Taxes                                          44,847      49,361
    Advertising                                             26,119       9,464
    Auto  Expense                                           65,080      60,087
    Bad  Debts                                                   0       3,499
    Commissions                                                  0           0
    Depreciation  and  Amortization                        183,358     165,475
    Dues  &  Subscriptions                                   2,645       2,634
    Entertainment                                              414         984
    Insurance                                               84,298      69,115
    Investor  Relations                                     33,035      21,299
    Interest  Expense                                      110,250      68,230
    Licenses  &  Fees                                        2,000       4,552
    Office  Expense                                         33,638      23,540
    Postage / Freight                                       13,070      15,830
    Professional  Fees                                      61,675     186,667
    Rent                                                    24,338      17,010
    Taxes  -  other                                         11,913      11,005
    Telephone  &  Utilities                                 65,055      36,851
    Trailer  Expense                                         3,458       2,579
    Training                                                   534       4,521
    Travel                                                  34,839      38,534
      Total  General  and  Administrative  Expenses      1,260,782   1,221,949
                                                        ----------  -----------

INCOME / (LOSS)  FROM  OPERATIONS                         (222,880)   (411,630)

OTHER  INCOME / (EXPENSE)
    Miscellaneous  Income  -  net                            2,148      23,363
    Gain / (Loss)  on  Sale  of  Asset                       5,896      (5,500)
      Total  Other  Income                                   8,044      17,863

NET  INCOME / (LOSS)  BEFORE  INCOME  TAXES               (214,836)   (393,767)

    Provision  For  Income  Taxes                                0           0
                                                        ----------  -----------

NET  INCOME / (LOSS)                                      (214,836)   (393,767)
RETAINED  EARNINGS / (DEFICIT)  BEGINNING  OF  YEAR       (377,332)    (16,435)
                                                        ----------  -----------
RETAINED  EARNINGS / (DEFICIT)  END  OF  YEAR           $ (592,168  $ (377,332)
                                                        ==========  ===========

                 Net Income / (Loss) Per Common Share
                     Basic  (Note 1)                    $    (0.02) $    (0.06)
                     Diluted  (Note 1)                  $    (0.02) $    (0.06)
</TABLE>

See accompanying notes to the financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
                                         FLEETCLEAN  SYSTEMS,  INC.
                                    STATEMENT  OF  STOCKHOLDERS'  EQUITY

                                                                            Additional              Total
January  1,  1998                                       Common  Stock        Paid In    Retained Stockholders'
To  December  31,  2000                                Shares      Value     Capital    Earnings    Equity
---------------------------------------------------  ----------  ---------  ----------  ---------  ---------
<S>                                                  <C>         <C>        <C>         <C>        <C>

Total Stockholder's Equity
As  of  December  31,  1997                          3,964,400    $39,644    $217,802    $14,225   $ 271,671
                                                     ----------  ---------  ----------  ---------  ----------
Issuance  of  Common  Stock                                   -          -           -          -          -

Exercise  of  Warrants (March  1998)                    100,000      1,000      29,000          -     30,000

Conversion  of  Notes  Payable (Sept. 1998)              62,500        625      61,875          -     62,500

Issuance  of  Common  Stock  for  Services
    Rendered (Sept.  1998)                              265,000      2,650      71,850          -     74,500

Sale  of  Common  Stock (Sept. 1998)                    142,858      1,428      48,572          -     50,000
Sale  of  Common  Stock (Dec.  1998)                    202,000      2,020     129,280          -    131,300

Syndication  Costs                                            -          -    (190,288)         -   (190,288)

Net  Income - 1998                                                                          2,210      2,210
                                                     ----------  ---------  ----------  ---------  ----------

Total  Stockholders'  Equity
As  of  December  31,  1998                           4,736,758     47,367     368,091     16,435    431,893

Sale  of  Common  Stock                                 200,000      2,000      48,000          -     50,000

Stock  Issued  for  Acquisition  of  Tri - State        300,000      3,000     147,000          -    150,000

Sale  of  Common  Stock                                 200,000      2,000      48,000          -     50,000

Conversion  of  Debt                                  2,784,135     27,841     172,159          -    200,000

Stock  Issued  For  Services  Rendered                2,369,121     23,692     126,255          -    149,947

Syndication  Costs                                            -          -     (92,187)         -    (92,187)

Net  Loss - 1999                                                                         (393,767)  (393,767)
                                                     ----------  ---------  ----------  ---------  ----------

Total  Stockholders'  Equity
As  of  December  31,  1999                          10,590,014    105,900     817,318   (377,332)   545,886
                                                     ----------  ---------  ----------  ---------  ----------

Stock  Issued  for  Cash                              1,937,804     19,378     280,622          -    300,000

Stock  Issued  for  Services  Rendered                  675,622      6,756      25,447          -     32,203

Stock  Issued  for  Conversion  of  Warrants            283,332      2,833      11,332          -     14,165

Stock  Issued  for  Conversion  of  Debt              3,639,974     36,400     145,599          -    181,999

Stock  Issued  for  Incentive  Compensation             850,000      8,500       8,925          -     17,425

Stock  Issued  In  Lieu  of  Cash                        70,000        700       2,800          -      3,500

Net  Loss - 2000                                                                         (214,836)  (214,836)
                                                     ----------  ---------  ----------  ---------  ----------

Total  Stockholders'  Equity
As  of  December  31,  2000                          18,046,746  $ 180,467  $1,292,043  $(592,168) $ 880,342
                                                     ==========  =========  ==========  =========  ==========
</TABLE>


See accompanying notes to the financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                   FLEETCLEAN  SYSTEMS,  INC.
                                  STATEMENTS  OF  CASH  FLOWS
                             FOR  THE  YEARS  ENDED  DECEMBER  31,


                                                                             2000       1999
                                                                           ---------  ----------
<S>                                                                        <C>        <C>
OPERATING  ACTIVITIES:
    Net  Income / (Loss)                                                   $(214,836) $(393,767)
    Adjustments  to  Reconcile  Net  Income  to  Net
      Cash  Used  by  Operating  Activities:
      Stock  Issued  for  Services  Rendered                                  32,203    149,947
      Stock  Issued  for  Conversion  of  Debt                               181,999    200,000
      Depreciation  and  Amortization                                        183,358    165,475
      (Increase) / Decrease  in  Accounts  Receivable                        (39,940)   (27,766)
      (Increase) / Decrease  in  Employee  Advances                           (1,221)    (2,960)
      (Increase) / Decrease  in  Inventories                                 (12,371)   (26,149)
      (Increase) / Decrease  in  Prepaid  Expenses                             3,054      4,039
      (Increase) / Decrease  in  Intangible  Assets                               --   (202,328)
      (Increase) / Decrease  in  Other  Assets                                (5,575)    (1,885)
      (Increase) / Decrease  in  Deferred  Tax  Asset                         (2,162)        --
      Increase / (Decrease)  in  Accounts  Payable                            59,778     83,971
      Increase / (Decrease)  in  Payroll  Taxes  Payable                      (2,570)     3,988
      Increase / (Decrease)  in  Insurance  Payable                            2,305      8,405
      Increase / (Decrease)  in  Sales  Taxes  Payable                          (587)     9,388
      Increase / (Decrease)  in  Accrued  Expenses                           (29,198)    31,780
      Increase / (Decrease  in  Deferred  Tax  Liability                       2,163         --
        Net  Cash  Provided / (Used)  for  Operating  Activities             156,400      2,138

INVESTING  ACTIVITIES:
      (Purchase) / Disposal  of  Property,  Plant,  and  Equipment - net    (339,627)  (757,720)
        Net  Cash  Provided / (Used)  for  Investing  Activities            (339,627)  (757,720)

FINANCING  ACTIVITIES:
      Increase / (Decrease) in  Notes  Payable                                14,697    526,931
      Increase / (Decrease)  in  Advance  From  Officer                     (167,859)   167,859
      Issuance  of  Common  Stock - net                                      335,090      7,813
                                                                           ---------  ----------
        Net  Cash  Provided / (Used)  by  Financing  Activities              181,928    702,603
                                                                           ---------  ----------

    Net  Increase / (Decrease)  In  Cash                                      (1,299)   (52,979)

    Cash  Beginning  of  Year                                              $   1,404     54,383
                                                                           ---------  ----------

    Cash  End  of  Year                                                    $     105  $   1,404
                                                                           =========  ==========

    Additional  Disclosure  of  Operating  Cash  Flow
        Cash paid during the period ended December 31,
                                                                               2000      1999
                                                                           ---------  ----------
          Interest  Expense . . . . . . . . . . . . . . . . . . . . . . .  $ 110,250  $  68,230
          Income  Taxes . . . . . . . . . . . . . . . . . . . . . . . . .  $      --  $      --

        Supplemental Disclosures of Non-Cash Investing Transactions
          Issuance  of  Common  Stock  for  Acquisition . . . . . . . . .  $      --  $ 150,000
</TABLE>

See accompanying notes to the financial statements.


                                        6
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  1  -  BASIS  OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES:
            ----------------------------------------------------------------

     Fleetclean  Systems, Inc. (the Company) incorporated as a Texas corporation
     and  commenced  business  on  June  1,  1986. The Company is engaged in the
     business  of  sales  and service of truck washing equipment to the trucking
     industry  (large  fleet  operations).

     In  1994  the Company expanded its operations to include the manufacture of
     equipment and blending of washing materials with its own chemical formulas.

     During  1999,  the  Company  acquired a truck terminal / internal tank wash
     facility  in  Hahnville,  LA  under  a  lease  purchase  contract.

A)   Cash  and  Cash  Equivalents
     ----------------------------

     The  Company  considers  all  highly  liquid  investments purchased with an
     initial  maturity  of  three  months  or  less  to  be  cash  equivalents.

B)   Inventory
     ---------

     Inventories  are  valued at the lower of cost or market. Cost is determined
     by  using  the  average cost method. Inventories consist primarily of parts
     and  chemicals.

C)   Property,  Plant,  and  Equipment
     ---------------------------------

     Property,  plant,  and  equipment  are  carried  at  cost  less accumulated
     depreciation  and  amortization. Prior to January 1, 1996, depreciation was
     calculated  using the modified accelerated cost recovery system as provided
     by  the  tax  reform  act of 1986 for property and equipment acquired after
     December  31,  1986  for  both book and tax purposes. Commencing January 1,
     1996,  the  company  continues to use the modified accelerated method above
     for  income  tax  purposes,  however,  it calculates depreciation using the
     straight-line method for book purposes. The recovery classifications are as
     follows:

          Demonstration  Equipment                     7  years
          Transportation  Equipment                    5  years
          Furniture  and  Fixtures                     7  years
          Machinery  and  Equipment                    7  years
          Tank  Cleaning  Equipment                    7  years
          Leasehold  Improvements                      life of lease
          Trucks                                       5  years
          Buildings                                    39  years


                                        7
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: (continued)
          ---------------------------------------------------------

D)   Income  Taxes
     -------------

     The  Company  adopted  the  provisions of Statement of Financial Accounting
     Standards  (FASB)  No. 109, "Accounting for Income Taxes", which requires a
     change  from  the  deferral  method  to  assets  and  liability  method  of
     accounting  for  income taxes. Timing differences exist between book income
     and  tax  income  that  primarily  relates  to  depreciation.

E)   Net  Earnings  Per  Common  Share
     ---------------------------------

     Net  earnings  per  common share are shown as both basic and diluted. Basic
     earnings  per  share are computed by dividing net income less and preferred
     stock dividends (if applicable) by the weighted average number of shares of
     common stock outstanding. Diluted earnings per common share are computed by
     dividing  net  income less any preferred stock dividends (if applicable) by
     the  weighted average number of shares of common stock outstanding plus any
     dilutive  common stock equivalents. The components for the computations are
     shown  as  follows:


                                          December 31, 2000  December 31, 1999
                                          -----------------  -----------------
     Weighted Average Number of Common
     Shares  Outstanding  Including:

          Basic Common Shares                    13,953,064          6,817,506
          Dilutive Common Shares                 13,953,064          7,000,838

F)   Use  of  Estimates
     ------------------

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumption  that  affect the reported amounts of assets and liabilities and
     disclosure of contingent asset and liabilities at the date of the financial
     statements  and  the  reported  amounts of revenues and expenses during the
     reporting  period.  Actual  results  could  differ  from  those  estimates.

G)   Advertising
     -----------

     Advertising  costs  are  expensed  as  incurred.  Advertising expenses were
     $26,119  and  $9,464  for  the  years  ended  December  31,  2000 and 1999,
     respectively.


                                        8
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: (continued)
          ---------------------------------------------------------

H)   Impairment  of  Long  -  Lived  and  Identifiable  Intangible Assets
     --------------------------------------------------------------------

     The  Company  evaluates  the  carrying  value  of  long-lived  assets  and
     identifiable  intangible  assets  for  potential  impairment  on an ongoing
     basis.  An  impairment  loss  would  be deemed necessary when the estimated
     non-discounted  future  cash flows are less than the net carrying amount of
     the  asset.  If  an  asset were deemed to be impaired, the asset's recorded
     value  would  be reduced to fair market value. In determining the amount of
     the  charge  to  be  recorded,  the  following methods would be utilized to
     determine  fair  market  value:

          1)   Quoted  market  prices  in  active  markets.
          2)   Estimate  based  upon  prices  of  similar  assets
          3)   Estimate  based  upon  valuation  techniques

     As  of  December  31,  2000  and  1999,  no  impairment  existed

I)   Accounting  Pronouncements
     --------------------------

     During  August  of  1998,  the  American  Institute  of  Certified  Public
     Accountants  (AICPA) issued Statement of Position (SOP) No. 98-5 "Reporting
     on  the  Costs  of  Start-Up Activities". This statement requires all costs
     related  to  a  company's start-up activities be expensed during the period
     incurred  rather  than  capitalized  and  amortized  over a period of time.

     This  pronouncement  becomes  effective  for  fiscal  years beginning after
     December  15,  1998.  The Company has not elected early application of this
     new  statement.

J)   Reclassification
     ----------------

     The  Company has reclassified certain balance sheet components for the year
     ended December 31, 1999 to facilitate comparison to the year ended December
     31,  2000.


NOTE  2  -  ACCOUNTS  RECEIVABLE:
            --------------------

     Accounts  receivable  consist  of  the  following:

                                            December 31,
                                         2000         1999
                                      -----------  ----------
     Accounts Receivable              $   202,852  $  162,912
     Allowance for Doubtful Accounts        3,258       3,258
                                      -----------  ----------
     Net Accounts Receivable          $   199,594  $  159,054
                                      ===========  ==========


                                        9
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  3  -  PROPERTY,  PLANT,  AND  EQUIPMENT:
            ---------------------------------

     Components of property, plant, and equipment, at December 31, 2000 and 1999
     are  as  follows:

<TABLE>
<CAPTION>
                                                     2000          1999
                                                 ------------  -------------
<S>                                              <C>           <C>
      Demonstration Equipment                    $   443,600   $    431,541
      Furniture and Fixtures                          37,208         37,208
      Machinery and Equipment                        302,742        259,135
      Leasehold Improvements                           3,012          3,012
      Land                                           270,330        170,000
      Building                                       454,849        374,170
      Tank Cleaning Equipment                        338,289        338,289
      Transportation Equipment                       386,574        347,058
                                                 ------------  -------------
           Total Property, Plant, and Equipment  $ 2,236,604   $  1,960,413
      Less: Accumulation Depreciation               (674,819)      (568,425)
                                                 ------------  -------------
           Net Property, Plant, and Equipment    $ 1,561,785   $  1,391,988
                                                 ============  =============
</TABLE>

     All  repair  and maintenance costs are charged against income in the period
     incurred.  Any  repairs that increase the life of the asset are capitalized
     and  depreciated  over  the  adjusted  life  of  the  asset.


NOTE  4  -  LONG - TERM  DEBT:
            -----------------

     Long-term  debt  consists  of  the  following:

<TABLE>
<CAPTION>
Note Holder           Maturity Date  Interest Rate   2000       1999   Purpose
--------------------  -------------  -------------  --------  -------  -------
<S>                   <C>            <C>            <C>       <C>      <C>
Citizens Bank         02/09/00       2% over prime    - 0 -       870  1996 truck
Citizens Bank         02/09/00       2% over prime    - 0 -       870  1996 truck
E. Snowden            02/15/00          10.0 %        - 0 -    35,000  Working Capital
1st Liberty National  04/04/00          11.5 %        - 0 -   100,000  Working Capital
Associated Comm.      05/31/00          10.5 %        - 0 -     7,681  UD Box Van
Associated Comm.      06/18/00          10.5 %        - 0 -     5,819  95 UD Flat
Citizens Bank         10/04/02          10.0 %        6,276     9,236  Forklift
Case Credit           08/10/03          10.6 %       19,503    25,509  '99 Ford Truck
Case Credit           10/06/03           9.6 %       67,184    86,815  '99 KW Trucks
1st Liberty National  09/25/03      3% over prime     - 0 -    79,815  Working Capital
Trimac Bulk Trans.    02/29/04          6.79 %      375,973   409,211  Land/Building/Equipment
Citizens Bank         08/10/04          8.25 %       23,290     - 0 -  2000 Truck
Granite Financial     08/15/04          14.7 %       83,146    99,079  Equipment Lease
1st Liberty National  12/13/04          10.5 %       36,875      -0 -  2001 Truck
1st Liberty National  12/13/04          10.5 %       36,875      -0 -  2001 Truck
D. Vial               04/14/05          8.75 %       66,785     - 0 -  Land
1st Liberty National  12/27/05          10.5 %      163,673      -0 -  Working Capital
1st Liberty National  09/04/08         9.875 %       60,986    65,964  Land / Building
                                                 ----------  ---------

           Total Debt                              $940,566  $925,869
                    Less Current Portion           (152,095) (251,640)
                                                 ----------  ---------
                    Net Long - Term Debt         $  788,471  $674,229
                                                 ==========  =========
</TABLE>


                                       10
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  4  -  LONG - TERM  DEBT:  (continued)
            -----------------

     During  February  1999, in exchange for $200,000, the Company issued to Mr.
     Amram  Rothman  $200,000  total  face value 8% Series A Senior Subordinated
     Convertible  debentures.  These  debentures  were due March 4, 2004 and are
     convertible  in  whole  or  part at any time at a twenty-five percent (25%)
     discount  of the bid price for the day per share. By December 31, 1999, the
     debentures  had been fully converted into 2,784,135 shares of the Company's
     common  stock.

     On  February  28,  1999,  the Company entered into an agreement with Trimac
     Bulk  Transportation,  Inc.  to  lease  /  purchase  land and a building in
     Hahnville,  Louisiana.  Commencing  June  1,  1999,  the  Company will make
     fifty-seven  monthly payments of $5,000 until March 1, 2004. $2,500 of each
     payment  will  be  applied  to  rents whereas the remaining $2,500 shall be
     placed  in  escrow with the Lessor / Seller earning 6.0% interest annually.
     Upon  expiration  of  the lease, to be combined with all accumulated monies
     being  held  in  escrow,  the  Company  shall  make  a  balloon  payment of
     approximately  $251,000  to  satisfy  the  $450,000  purchase  price.

     On July 22, 1999, the Company borrowed $100,000 from First Liberty National
     Bank  bearing an interest rate of 11.0% annually. The maturity date of this
     loan  is  April  4,  2000;  having been extended from January 26, 2000. The
     interest  rate  had  increased from 11.0% to 11.5% with the extension. This
     amount  was  repaid  during  2000.

     On August 27, 1999, the Company entered into a capital lease agreement with
     Granite  Financial,  Inc.  to  lease/purchase  equipment  for  use  at  its
     Hahnville,  Louisiana  site.  Sixty  lease  payments  of  $2,457.45 are due
     monthly  until  August  2004  with  a  one-dollar  buy  out.

     In  October  1999, the Company borrowed $35,000 from Eugene Snowden bearing
     an  interest  rate  of  10.0%  annually.  The  maturity date of payment was
     February  20,  2000  where  it  is  now  payable  upon  demand. The Company
     negotiated  a  payment  extension  whereby  it  would  issue to Mr. Snowden
     200,000  warrants  to purchase 200,000 shares of the Company's common stock
     as  consideration.  This  loan  was  repaid  during  2000.

     All  notes  are  personally  guaranteed  by  the  President of the Company.

          Principal  repayments  for each of the next five years are as follows:

                         2001                          $     152,095
                         2002                                166,973
                         2003                                173,159
                         2004                                366,961
                         2005  &  Thereafter                  81,378
                                                       -------------
                              Total                    $     940,566
                                                       =============


                                       11
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  5  -  BUSINESS  COMBINATIONS:
            ----------------------

     On  February  1,  1999,  the  Company  acquired Tri-State Chemex, Inc. in a
     business combination accounted for as a purchase. Tri-State is primarily in
     the  truck  washing  business.  The  Company  issued  300,000 shares of its
     restricted  common stock. The total purchase price for this acquisition was
     $250,000.  Goodwill  in  the amount of approximately $203,000 resulted from
     this  transaction.

     During 2000, the Company signed letters of intent to acquire two additional
     tank-washing  facilities.  At  December  31,  2000,  both letters of intent
     remain  in  effect.

NOTE  6  -  SHAREHOLDERS'  ADVANCES:
            -----------------------

     During  2000  and 1999, certain officers advanced the Company approximately
     $10,000  and  $167,000,  respectively.  These  monies  were used as working
     capital  and  were  converted  into  3,539,974  shares  of  the  Company's
     restricted  common  stock.


NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES:
            -------------------------------

     On  February  28,  1999,  the Company entered into an agreement with Trimac
     Bulk  Transportation,  Inc.  to  lease/purchase  land  and  a  building  in
     Hahnville,  Louisiana.  (see  note  4).

     The  Company  currently  leases  a  facility located in Johnson City, Rhode
     Island on a month-to-month basis. The monthly rental payment is $900 and is
     terminable  upon  thirty  days  notice.

     The  Company  currently  leases  a  facility  located in Statesville, North
     Carolina  on a month-to-month basis. The monthly rental payment is $250 and
     is  terminable  upon  thirty  days  notice.

     The Company currently leases a facility located in Monticello, Indiana on a
     month-to-month  basis. The monthly rental payment is $300 and is terminable
     upon  thirty  days  notice.

     On  January  19, 2000, the Company entered into a six-month lease agreement
     with Scott Walsh for an apartment located at 52 Carriage Lane in Destrehan,
     LA. Upon expiration of this six-month lease, the parties agreed to continue
     the  rental on a month-to-month basis at the monthly rental payment of$525.
     On  March  1,  2001,  the  Company  gave thirty days notice of termination.

     The Company is treating the agreement with Trimac Bulk Transportation, Inc.
     as  a  capital  lease  and  is  therefore  assuming  all  liabilities under
     long-term  debt.


                                       12
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES:  (continued)
            -------------------------------

     On  May  15, 2000, the Company entered into a one-year consulting agreement
     with  Scott  Sellers.  Sellers will provide additional consultation for the
     development,  implementation  and  maintenance  of  an  ongoing  program to
     increase  the  investment  community's  interest  in  the  Company.  As
     compensation  for  this agreement, the Company has issued Seller's warrants
     to purchase an aggregate of 250,000 shares of the Company's common stock at
     an  exercise  price  of $0.10 per share. This agreement will expire May 15,
     2001.

     On  February  10,  2000,  the  Company  entered  into a one-year consulting
     agreement  with OTC Financial Network (OTC). OTC is to provide consultation
     with,  but not limited to, the development, implementation, and maintenance
     of  an  ongoing program to increase the investment community's awareness of
     the  Company's  activities  and  to  stimulate  the  investment community's
     interest  in  the  Company. As compensation for this agreement, the Company
     has  issued  to  OTC  100,000  shares of restricted common stock as well as
     warrants  to  purchase  an  aggregate  of 1,400,000 shares of the Company's
     common  stock  at  an  exercise price of $0.10 per share. This agreement is
     terminable  by  either  party on thirty days notice beginning May 11, 2000.

     On  January  29, 1999, the Company entered into an employment contract with
     Neil  Stafford  for  full  time  employment at its Rhode Island office. The
     agreement  provides that Mr. Stafford will be compensated $6,000 per month.
     Additionally,  Mr.  Stafford will earn commissions based upon the volume of
     chemicals  sold in the northeastern United States as well as gross revenues
     collected  on  the  sales  of  machinery. Although this contract expired on
     January  28,  2000,  Mr.  Stafford  remains  a  full-time employee with the
     Company.

     On  May  21,  1999,  the  Company  entered into a three-year agreement with
     Waterford  Financial,  Inc.  (Waterford)  whereby Waterford will act as the
     Company's  exclusive  investment-banking  firm.  Waterford  will assist the
     Company  with  all  financing  arrangements  with  regard to the raising of
     capital.  Compensation under this agreement will be based upon the type and
     amount of funds raised by Waterford. This agreement is terminable by either
     party  on  ninety  days  notice.

     On May 21, 1999, the Company entered into a three-year financial consulting
     agreement  with  K-2  Financial  Corp (K-2). K-2 is to provide consultation
     with,  but  not  limited  to,  mergers  and  acquisitions, internal capital
     structuring,  and  the  placement  of  new  debt and equity issues. Initial
     compensation due upon execution of this agreement will be 327,455 shares of
     the  Company's common stock. Additionally, a monthly consulting fee will be
     paid  to K-2 commencing subsequent to the raising of $500,000 in capital by
     K-2.  This  agreement  is  terminable by either party on ninety days notice
     beginning  May  21,  2000.


                                       13
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES:  (continued)
            -------------------------------

     On  July 5, 1999, the Company entered into an exclusive employment contract
     with  Ron Wallace for full-time employment. The agreement provides that Mr.
     Wallace  be  compensated  $4,417  monthly.  Additionally, Mr. Wallace shall
     receive,  as  a  sign on bonus, 50,000 shares of the Company's common stock
     and  $1,019  in  cash.  This contract was to expire on July 4, 2001 but has
     been  terminated  by  the  Company on February 1, 2000. Upon termination of
     this  contract,  Mr.  Wallace agreed to a two-year covenant not to compete.

     On  December  6,  1999,  the  Company entered into an agreement with Thomas
     Pritchard  as  independent contractor to provide general legal services for
     the  Company.  This  agreement expired on June 6, 2000. As compensation for
     this  agreement,  Mr.  Pritchard  received  266,666 shares of the Company's
     common  stock.

     On  December  6,  1999,  the  Company  entered into agreements with Richard
     Royall and Sammy Fleschler as independent contractors to provide consulting
     services  for  the  Company.  These  agreements expired on June 6, 2000. As
     compensation  for  these  agreements,  Messrs.  Royal  and  Fleschler  each
     received  262,500  shares  of  the  Company's  common  stock.


NOTE  8  -  WARRANTS:
            --------

     The  Company  has  issued  the  following  warrants  that  have  since been
     exercised  or  expired:

          116,666  stock  purchase  warrants  expiring  December 15, 2000. These
          warrants  are subject to the future marketability of the common stock.
          The  warrants  are to purchase fully paid and non-assessable shares of
          the common stock, par value $.01 per share at a purchase price of $.05
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less than 100 shares. These warrants were exercised
          during  2000.

          25,000  stock  purchase  warrants  expiring  September 30, 2000. These
          warrants  are subject to the future marketability of the common stock.
          The  warrants  are to purchase fully paid and non-assessable shares of
          the common stock, par value $.01 per share at a purchase price of $.50
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less  than 100 shares. These warrants have expired.

          25,000;  25,000;  25,000;  12,500;  and 12,500 stock purchase warrants
          that  expire  September  30,  2000.  These warrants are subject to the
          future marketability of the common stock. The warrants are to purchase
          fully  paid  and  non-assessable shares of the common stock, par value
          $.01  per  share  at  a  purchase  price  of  $2.00  per  share.  Such
          transactions  may  occur in whole or in part, but must never amount to
          less  than  100  shares.  These  warrants  have  expired.

          25,000  stock purchase warrants expiring June 16, 1999. These warrants
          are  subject  to  the marketability of the Company's common stock. The
          warrants  are  to purchase fully paid and non-assessable shares of the
          common  stock,  par  value $.01 per share at a purchase price of $1.00
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less  than 100 shares. These warrants have expired.


                                       14
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  8  -  WARRANTS:  (continued)
            --------

     The  Company  has  issued and outstanding the following warrants which have
     not  yet  been  exercised  at  December  31,  2000:

          66,666  stock  purchase  warrants to Eugene Snowden, expiring December
          15,  2001.  These  warrants are subject to the future marketability of
          the  common  stock.  The  warrants  are  to  purchase  fully  paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.05 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.

          66,667  stock  purchase  warrants to Eugene Snowden, expiring December
          15,  2002.  These  warrants are subject to the future marketability of
          the  common  stock.  The  warrants  are  to  purchase  fully  paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.05 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.

          66,667  stock  purchase  warrants to Eugene Snowden, expiring December
          15,  2003.  These  warrants are subject to the future marketability of
          the  common  stock.  The  warrants  are  to  purchase  fully  paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.05 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.

          125,000  stock  purchase  warrants  to Scott Sellers, expiring May 15,
          2001.  These  warrants  are subject to the future marketability of the
          common  stock.  The  warrants  are  to  purchase  fully  paid  and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.10 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.  These warrants, however, are not exercisable until and unless
          the  shares  of the Company's common stock trade at a minimum of $0.50
          per  share as quoted by the OTC Electronic Bulletin Board or any other
          nationally  recognized  exchange  for  a minimum of twenty consecutive
          trading  days.

          125,000  stock  purchase  warrants  to Scott Sellers, expiring May 15,
          2001.  These  warrants  are subject to the future marketability of the
          common  stock.  The  warrants  are  to  purchase  fully  paid  and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.10 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.  These warrants, however, are not exercisable until and unless
          the  shares  of the Company's common stock trade at a minimum of $1.00
          per  share as quoted by the OTC Electronic Bulletin Board or any other
          nationally  recognized  exchange  for  a minimum of twenty consecutive
          trading  days.

          125,000  stock  purchase warrants to Multi-Media Group, Inc., expiring
          April 20, 2001. These warrants are subject to the future marketability
          of  the  common  stock.  The  warrants  are to purchase fully paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.10 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.

          700,000  stock  purchase  warrants to OTC Financial, expiring February
          10,  2001.  These  warrants are subject to the future marketability of
          the  common  stock.  The  warrants  are  to  purchase  fully  paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.10 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.  These warrants, however, are not exercisable until and unless
          the  shares  of the Company's common stock trade at a minimum of $0.50
          per  share as quoted by the OTC Electronic Bulletin Board or any other
          nationally  recognized  exchange  for  a minimum of twenty consecutive
          trading  days.


                                       15
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  8  -  WARRANTS:  (continued)
            --------

          700,000  stock  purchase  warrants to OTC Financial, expiring February
          10,  2001.  These  warrants are subject to the future marketability of
          the  common  stock.  The  warrants  are  to  purchase  fully  paid and
          non-assessable  shares  of the Company's common stock, par value $0.01
          per  share  at  a purchase price of $0.10 per share. Such transactions
          may  occur in whole or in part, but must never amount to less than 100
          shares.  These warrants, however, are not exercisable until and unless
          the  shares  of the Company's common stock trade at a minimum of $1.00
          per  share as quoted by the OTC Electronic Bulletin Board or any other
          nationally  recognized  exchange  for  a minimum of twenty consecutive
          trading  days.

          116,666  stock  purchase  warrants  expiring  December 15, 2001. These
          warrants  are subject to the future marketability of the common stock.
          The  warrants  are to purchase fully paid and non-assessable shares of
          the common stock, par value $.01 per share at a purchase price of $.05
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less  than 100 shares. During 2000, 83,333 of these
          warrants  were  exercised

          116,666  stock  purchase  warrants  expiring  December 15, 2002. These
          warrants  are subject to the future marketability of the common stock.
          The  warrants  are to purchase fully paid and non-assessable shares of
          the common stock, par value $.01 per share at a purchase price of $.05
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less  than 100 shares. During 2000, 83,333 of these
          warrants  were  exercised.

          400,000  stock purchase warrants expiring June 7, 2001. These warrants
          are  subject  to  the  future  marketability  of the common stock. The
          warrants  are  to purchase fully paid and non-assessable shares of the
          common stock, par value $.01 per share at a purchase price of $.15 per
          share. Such transactions may occur in whole or in part, but must never
          amount  to  less  than  100  shares.  These warrants, however, are not
          exercisable  until and unless the shares of the Company's Common Stock
          trade  at a minimum of $1.00 per share as quoted by the OTC Electronic
          Bulletin  Board  or  any  other  nationally  recognized  exchange.

          100,000 stock purchase warrants expiring December 2001. These warrants
          are  subject  to  the  future  marketability  of the common stock. The
          warrants  are  to purchase fully paid and non-assessable shares of the
          common  stock,  par  value $.01 per share at a purchase price of $1.00
          per  share.  Such transactions may occur in whole or in part, but must
          never  amount  to  less  than  100  shares.


NOTE  9  -  EMPLOYEE  STOCK  OPTION  PLAN:
            -----------------------------

     During  2000,  both  the  directors and the shareholders ratified the "2000
     Stock  Option  Plan".  This plan has 5,000,000 shares of the Company common
     stock  reserved  for  issuance.  At December 31, 2000, no options have been
     granted  pursuant  to  the  plan.


NOTE  10  -  INTANGIBLE  ASSETS:
             ------------------

     Intangible assets consist of goodwill created during a acquisitions in 1999
     and  1994. Goodwill is being amortized using the straight-line method for a
     period of fifteen (15) years. Accumulated amortization at December 31, 2000
     and  1999  was  $26,118  and  $12,528,  respectively.


                                       16
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  11  -  LITIGATION:
             ----------

     The  Company  is  the  plaintiff in a suit in which the defendant (a former
     employee) is being sued for violating a covenant not to compete. Management
     is  seeking  damages  and reimbursement of legal fees and is confident that
     the  Company  will  prevail  in  this  case.


NOTE  12  -  INCOME  TAXES:
             -------------

     As  discussed in note 1, the Company adopted the provisions of Statement of
     Financial  Accounting  Standards  (SFAS)  No.  109,  "Accounting for Income
     Taxes".  Implementation  of  SFAS  109  did  not have a material cumulative
     effect on prior periods nor did it result in a change to the current year's
     provision.

A)   The  effective  tax  rate  for the Company is reconcilable to statutory tax
     rates  as  follows:

                                           December 31,
                                           2000    1999
                                          ------  ------
                                             %      %
        U.S. Federal Statutory Tax Rate      15      15
        U.S. Valuation Difference           (15)    (15)
                                          ------  ------
        Effective U.S. Tax Rate           - 0 -   - 0 -
                                          ======  ======

B)   Items  giving  rise  to  deferred  tax assets / liabilities are as follows:

<TABLE>
<CAPTION>
                                                     December  31,
                                                   2000         1999
                                                -----------  -----------
<S>                                             <C>          <C>
      Deferred Tax Assets:
           Tax Loss Carry-forward               $  238,917   $  156,968
                                                -----------  -----------

      Deferred Tax Liability:
           Depreciation                             51,854       42,948
                                                -----------  -----------

      Valuation Allowance                          193,524      114,020
                                                -----------  -----------
           Net Deferred Tax Assets/(Liability)  $   (6,461)  $   (6,461)
                                                ===========  ===========
</TABLE>

C)   The  Company  experienced  income  tax  losses  of  approximately $241,028;
     $408,908; and $26,796 for the years ended December 31, 2000, 1999 and 1998,
     respectively.  These  losses were carried back the allowable three years in
     order  to  offset  $81,866 of prior period income. The resulting effects of
     this  loss  carry-back was a refund to the Company in the amount of $12,348
     which constituted federal income taxes paid according to the liabilities in
     each  of the three preceding tax years; 1995, 1994, and 1993. Additionally,
     the  Company  continues  to  carry  forward  net  operating  losses  of
     approximately $25,966; $26,796; $408,908; and $241,028 which will expire in
     2011,  2013,2014  and  2015,  respectively, or until it is completely used;
     whichever  occurs  first.


                                       17
<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  13  -  EARNING  PER  SHARE:
             --------------------

     The  following  table  sets  forth  the  computation  of  basic and diluted
     earnings  per  share:

<TABLE>
<CAPTION>
                                        For  the  Year  Ended  December  31,  2000
                                        ------------------------------------------
                                            Income         Shares       Per-Share
                                         (Numerator)    (Denominator)    Amount
                                        --------------  -------------  -----------
<S>                                     <C>             <C>            <C>
Net Loss                                  $(214,836)

Basic EPS:
  Loss available to common stockholders    (214,836)     13,953,064    $    (0.02)
                                                                       ===========

Effect of Dilutive Securities:
  Warrants                                     - 0 -           - 0 -
                                        --------------  ------------

Diluted EPS:
  Loss available to common stockholders
    and assumed conversions.             $ (214,836)     13,953,064     $  (0.02)
                                        ==============  =============  ===========


                                        For  the  Year  Ended  December  31,  1999
                                        ------------------------------------------
                                            Income         Shares       Per-Share
                                         (Numerator)    (Denominator)    Amount
                                        --------------  -------------  -----------

Net Loss                                  $(393,767)

Basic EPS:
  Loss available to common stockholders    (393,767)       6,817,506    $  (0.06)
                                                                       ===========

Effect of Dilutive Securities:
  Warrants                                     - 0 -         183,332
                                        --------------  ------------

Diluted EPS:
  Loss available to common stockholders
    and assumed conversions.             $  (393,767)      7,000,838    $  (0.06)
                                        ==============  =============  ===========
</TABLE>

     For  the  years  ended December 31, 2000 and 1999, anti-dilutive securities
     totaled  2,541,666  and  625,000,  respectively.

     For the period January 1, 2001 to April 5, 2001, there were no transactions
     that would have materially changed the number of common shares or potential
     common  shares  outstanding.


                                       18
<PAGE>