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

                                   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, 2003

[ ] 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 of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

P.O. Box 727, 821 Hwy 834 East , 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, 2003 were $769,085 net of
discontinued operations.

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 March 29, 2004 was $277,479. As of March 29, 2004 registrant
had 25,105,460 shares of Common Stock outstanding.

<PAGE>


                                Table of Contents

PART I.........................................................................1
Item 1.  Description of Business...............................................1
Item 2.  Description of Property...............................................6
Item 3.  Legal Proceedings.....................................................6
Item 4.  Submission of Matters to a Vote of Security Holders...................7
PART II........................................................................7
Item 5.  Market for Common Equity and Related Stockholder Matters..............7
Item 6.  Management's Discussion and Analysis or Plan of Operation.............8
Item 7.  Financial Statements.................................................10
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.................                                         10
Item 8A.  Controls and Procedures.............................................10
PART III......................................................................11
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act........................................11
Item 10.  Executive Compensation..............................................12
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters...................................................12
Item 12.  Certain Relationships and Related Transactions......................13
Item 13.  Exhibits and Reports on Form 8-K....................................14
Item 14.  Principal Accountant Fees and Services..............................14
Signatures....................................................................15

                                     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

                                       1
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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.

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, 2003, we serviced 70 chemical customers on a regular basis,
which is a decrease of 1 from the 2002 level. The decrease in the number of
chemical customers served is due to our discontinuing service to customers who
did not meet our volume requirements, and customers who went out of business or
closed terminals due to the slowdown of the national economy. Overall, chemical
and equipment sales declined $30,006 in 2003 from 2002.

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 - $95,000. 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 seven drive thru wash systems. No drive thru systems were
sold in 2003.

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

                                       2
<PAGE>

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.

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

Our chemical 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.

In April 2002 we purchased a tank cleaning facility in Freeport, Texas at a cost
of $220,000. This facility had been inactive for approximately one year, and was
purchased out of the bankruptcy of Matlack Systems, Inc.

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.

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. In 2002 tank cleaning sales decreased by $107,399 from the 2001
level. In 2003 tank cleaning sales decreased by $14,478 from the 2002 level. The
decrease in sales was due to the overall slowdown of trucking activity due to
the slowdown of the national economy.

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.

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.

On December 24, 2003 the Hahnville tank cleaning facility was closed and offered
for sale. The Freeport tank cleaning facility is also being offered for sale.

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<PAGE>

This decision was based on our inability to obtain suitable financing for
upgrades to the Hahnville facility to make it more competitive, plus the
approaching due date for termination of the lease purchase agreement with Trimac
Transportation and the inability to obtain suitable permanent financing for the
facility. Additionally, we have been unable to obtain financing for renovation
of the Freeport facility to make it operational. On a long term basis we believe
that the company will be better positioned by liquidating the assets, using the
proceeds to reduce debt, and concentrating on the chemical business.

Operating results for the Hahnville tank wash in 2002 and 2003 are accounted for
in the attached audit report under the heading "discontinued operations".

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. There were no
research expenditures in 2003.

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 proprietors 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. As of December 31,
2003 we serviced 70 chemical customers in 24 states. 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

On December 31, 2003 we had 8 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 three
large national firms known to us as competitors. We believe our marketing plan
which calls for providing equipment and regular service to our customers gives
us a competitive advantage, as most competitors merely offer to ship chemicals
from a warehouse which adds cost to the customer.

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.

Our success is substantially dependent on the continued service and performance
of our senior management and key personnel, specifically Kenneth A. Phillips,
with whom we have no employment agreement. 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.

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<PAGE>

We are presently unable to expand our business due to our limited resources.

We expect to curtail any expansion of our operations, even though further
expansion will be required to address potential growth in our customer base and
market opportunities. Any expansion would place a significant strain on our
limited resources.

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 44% 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, Inc.

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.

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.

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<PAGE>

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 $70,000. We entered into a note payable in
December 2002, which provides for monthly payments of $965 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 3/4 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, 2003 was approximately $23,000. 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. In June 2003 the customer breached the contract and moved off the
property and moved their business to a competitor. A law suit has been filed in
federal court claiming damages for breach of contract. On December 24, 2003 the
Hahnville tank cleaning facility was closed and offered for sale. The Freeport
tank cleaning facility is also being offered for sale. This decision was based
on our inability to obtain suitable financing for upgrades to the Hahnville
facility to make it more competitive, plus the approaching due date for
termination of the lease purchase agreement with Trimac Transportation and the
inability to obtain long term financing on the facility.. On a long term basis
we believe that the company will be better positioned by liquidating the assets,
using the proceeds to reduce debt, and concentrating on the chemical business.

Freeport, Texas. In 2002 we purchased a dormant tank wash facility in Freeport
Texas located on 3.24 acres for $220,000. The property has a cement block and
metal building of approximately 3600 square feet which houses a two bay tank
wash with basic operating equipment in place, boiler, pumps, electrical systems,
and waste water storage tanks. The purchase funds were provided by a convertible
debenture which pays 7.25% interest. Planned improvements include enlarged
concrete parking area, office building with employee and driver facilities, and
computerized upgrades to the operating systems. We estimate that the facility
can be placed in prime condition for $300,000. We have been unable to obtain
financing for the improvements, and as of December 31, 2003 the facility has
been offered for sale.

We rent, on a month-to-month basis, small warehouses in Statesville, North
Carolina; Providence, Rhode Island; and Monticello, Indiana at a total monthly
rental of $1,450.

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

Item 3.  Legal Proceedings.

Fleetclean Systems, Inc. v. Liquid Transport Corporation, was filed on January
21, 2004 in the United States District Court for the Eastern District of Texas,
Beaumont Division. The case is an action by Fleetclean on a Commercial Real
Estate Lease with Liquid Transport Corporation dated March 14, 2000. Pursuant to
the Commercial Real Estate Lease, Fleetclean was to obtain all of Liquid
Transport's tank cleaning and maintenance business in the Hahnville/Luling area
including all tank cleaning for St. Charles Parish. Liquid Transport failed to

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honor the Commercial Real Estate Lease, and Fleetclean has brought suit seeking
damages for Liquid Transport's breach of the Commercial Real Estate Lease. Based
on communications with Liquid Transport prior to entering into and after
entering into the Commercial Real Estate Lease, Fleetclean has also asserted
claims against Liquid Transport for fraud. Fleetclean seeks to recover monetary
damages from Liquid Transport for breaching the Commercial Real Estate Lease.
Although the exact number for damages is not known, as discovery is underway, it
is believed that the amount of damages will be in the range of $100,000 -
$300,000. Fleetclean also seeks to recover attorney's fees and costs of court in
this action.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

                                     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.

FISCAL 2003                                              HIGH             LOW
-----------

First Quarter                                            .03              .02
Second Quarter                                           .03              .01
Third Quarter                                            .09              .02
Fourth Quarter                                           .14              .05

FISCAL 2002                                              HIGH             LOW
-----------

First Quarter                                            .06              .05
Second Quarter                                           .05              .04
Third Quarter                                            .05              .03
Fourth Quarter                                           .04              .02

On March 31, 2004, the closing price of our common stock as reported by the OTC
Electronic Bulletin Board was $.03. We believe that as of March 31, 2004, there
were approximately 362 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. Moreover, the
Amended and Restated Articles of Incorporation authorizes the corporation to
issue up to 5,000,000 shares of $.01 par value preferred stock in one or more
classes or series with such rights, designations and preferences as shall be
stated in a resolution or resolutions adopted by the Board of Directors.

During 2002, the Company issued Convertible Debentures in a private placement to
11 investors for gross proceeds of $225,000. During 2003, the Company issued
Convertible Debentures in a private placement to 1 investor for gross proceeds
of $12,500. The Debentures are in default. The company relied upon Regulation D
and Section 4(2) of the Securities Act in making the sale of these securities.
No public selling efforts or underwriters were used in connection with the
offering.

In June 2003, the Company sold 120,000 shares of common stock and 880,000 stock
purchase warrants for $25,000. The warrants vested immediately and grant the
holder the option to purchase up to 880,000 shares of common stock at $.20 per

                                       7
<PAGE>

share until December 31, 2007. The warrants contain cashless exercise provisions
and anti-dilution protection. In September 2003, the Company and the warrant
holder agreed to reduce the exercise price to $.04 per share and waive the
anti-dilution protection pending the close of a financing for the Company by
November 30, 2003. When the financing failed to occur, the exercise price of the
warrant reverted to $.20 per share and the anti-dilution protection was
reinstated. The Company relied upon Section 4(2) of the Securties Act as the
exemption from registration for the sale of securities to the investor set forth
above.

In June 2003, the board issued 1,000,000 shares of common stock to a related
party for services rendered. The company relied on Section 4(2) of the
Securities Act and Rule 701 as the exemption from registration for the sale of
securities described above.

In August 2003, the board issued 1,815,637 shares of common stock valued at $.05
per share or $90,782 to a related party for services rendered. The company
relied on Section 4(2) of the Securities Act and Rule 701 as the exemption from
registration for the sale of securities described above.

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.

During 2003 we generated 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, 2003 Compared to the Year Ended December 31, 2002

Revenues

Total revenues increased to $769,085 for the year ended December 31, 2003
compared with $716,670 for the year ended December 31, 2002. This increase was
due primarily to increased equipment sales.

Cost of goods sold

For the year ended December 31, 2003, cost of goods sold increased to $228,551
from $146,130 during the year ended December 31, 2002. The increase of 56% was
primarily attributable to increased materials cost resulting from the increase
in equipment sales of $127,735 which has a higher materials cost. Additionally,
we wrote off $51,625 of obsolete and slow moving inventory. The increased cost
of sales in equipment was partially offset by a lower cost of sales in
chemicals. Our gross margins as a percent of revenue for the year ended December
31, 2003 declined to 59% from 80% for the year ended December 31, 2002.

Operating Expenses

For the year ended December 31, 2003, operating expenses increased to $1,037,493
from $831,229 during the year ended December 31, 2002. The increase of 25% was
primarily due to:

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<PAGE>

     o    an increase in legal and professional fees which was partially offset
          by a decrease in other operating expenses
     o    impairment of goodwill of $164,153
     o    inventory adjustment

Net Loss

For the year ended December 31, 2003 our net loss was $1,095,736 compared to net
loss of $209,173 for the year ended December 31, 2002. The loss was attributable
to the increase in cost of sales, increased legal and professional fees and the
write off of impaired goodwill as described above.

Cash Flows

Our continuing operating activities used net cash of $2,537 in fiscal 2003 and
$58,522 in fiscal 2002. Net cash provided by continuing operating activities
improved in 2003 because major expense items such as compensation for
professional fees paid with stock, impairment of goodwill, and inventory
adjustment were non cash expenses. Discontinued operations provided net cash in
2003 of $151,777 compared with $229,960 in 2002. Net cash from all operating
activities was $149,240 in 2003 which was a decrease of $22,198 from the 2002
amount of $171,438 caused by the reduced profit level at the Hahnville tank wash

Our investing activities used net cash of $28,289 in fiscal 2003 compared with
$262,183 in 2002. The $262,183 used in 2002 was for the purchase of a tank wash
facility in Freeport, Texas, and new equipment for the Hahnville, Louisiana tank
wash. There were no major equipment purchases in 2003. The $28,289 was used for
various pieces of fabrication equipment, computer upgrades, and parking lot
improvements at our Hardin Texas facility. Of the $28,289, $4,827 was from
discontinued operations.

Our financing activities used net cash of $120,951 in fiscal 2003 compared with
providing $90,745 in fiscal 2002. The amount used by financing resulted from a
decrease in notes payable of $158,451 less receipt of a $12,500 addition to the
convertible debenture, and stock sales in 2003 totaling $25,000.

Discontinued operations, net of tax

Discontinued operations for the years 2002 and 2003 include the operations of
the Hahnville tank wash. All historical periods have been reclassified
consistent with this discontinued operations presentation. The net loss for 2003
was $553,164 compared to a net profit in 2002 of $103,804. The increase in net
loss was partially attributable to a 2% decline in gross revenue combined with a
1% increase in cost of sales and operating expenses. The primary cause of the
increased loss was the devaluation of the assets (the property and operating
equipment of Hahnville and Freeport) to conform to the current market value
based on a distress sale condition. The property and equipment were devalued
$609,833.

Liquidity and capital resources

As of December 31, 2003, we had cash of $250 and negative working capital of
$630,524. We continued to receive cash flow from operations during 2003 as the
Hahnville facility continued to generate positive cash flows. 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 2003 will be
approximately $135,000, although unexpected expenses may increase our monthly
outlays.

As of December 31, 2003, we had notes payable for continuing operations
aggregating $204,185 to financial institutions and entities due through March
2012 at interest rates ranging from 8.0% to 10.5%. Of these notes payable,
$67595 is due during the year ended December 31, 2004. In addition we are

                                       9
<PAGE>

currently leasing several other properties on a month-to-month basis with
aggregate lease payments of $1,325 per month. As of December 31, 2003, we had
notes payable for discontinued operations aggregating $303,528. Of these notes
$297,449 is due during the year ended December 31, 2004.

We do not have any significant credit facilities available with financial
institutions or other third parties and we rely on internal cash flow for
operations. 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 plans. We believe our current financial situation is adequate for
continued operations. 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.

Subsequent Events

Following the close of fiscal 2003, management entered various agreements with
independent parties, its creditors, and certain stockholders to restructure the
corporation and address the company's ongoing liquidity problems. For example,
on January 1, 2004, the company sold certain assets and inventory located in
Rhode Island to its long-time sales representative in that area for $60,775. The
purchase price was paid with $30,775 in cash with the balance on a 36 month
installment note at 6% interest. The cash proceeds were used to discharge
liabilities to creditors. On March 18, 2004, the Company entered a letter of
intent to issue 1,000,000 shares of Series A Convertible Preferred Stock in
exchange for $290,700. That transaction has not closed and is contingent upon a
proposed restructuring plan that call for the creation of a wholly-owned
subsidiary to receive all existing assets at March 31, 2004 and to assume
certain identified liabilities as of March 31, 2004. Moreover, current
management will be asked to resign and assume management positions with the
subsidiary. Thereafter, the subsidiary will be sold and the company will embark
on a new plan of operation that will require additional capital, additional
assets, additional sources of liquidity, and further restructuring charges to
stockholder's equity, if any. Thereafter, the company plans to acquire or merge
with another company that in all likelihood will not be involved in the chemical
industry.

Item 7.  Financial Statements.

The financial statements commencing on page F-1 have been audited by Malone &
Bailey, PLLC, 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.

Item 8A.  Controls and Procedures.

(a) As of the end of the period covered by this report, the Chief Executive
Officer and the Chief Financial Officer made an evaluation of the company's
disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these
controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the Exchange Act, in his opinion, the disclosure controls and procedures are
effective.

(b) During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

                                       10
<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

The Company's directors and executive officers are:

NAME                   AGE                         POSITION

Kenneth A. Phillips     59    Director and President and Chief Financial Officer
Jay G. Phillips         31    Director and Vice - President , Customer Service
Kathryn M. Phillips     55    Secretary

Kenneth A. Phillips is the Company's founder and has served as a Director and as
President since the Company was founded in 1986.

Jay G. Phillips has served as a Director since 2001 and Vice-President, Customer
Service since May 1998. Mr. Phillips began working for the Company part time
while in high school and became a full time customer service representative in
January 1994, where he was responsible for the Company's business in the eastern
United States, servicing customers from the Statesville, North Carolina
warehouse. In June 1995, Mr. Phillips was elected as a Director of the Company.
In April 1998, Mr. Phillips assumed his current duties in Texas where he
supervises four customer service representatives across the eastern half of the
country.

Kathryn M. Phillips has served as the Company's Secretary and Treasurer since
the founding of the Company in 1986. Ms. Phillips is a graduate of Texas Tech
University and has for the past 25 years held positions in general business
accounting and controllership. From February 1986 until January 1997, Ms.
Phillips was plant controller for Akzo Nobel Chemical Co., and worked part-time
for the Company. Ms. Phillips has been a full-time employee of the Company since
January 1997.

Kathryn M. Phillips is the wife of Kenneth A. Phillips. Jay G. Phillips is the
son of Kenneth and Kathryn Phillips. There are no other family relationships.
Pursuant to the Company's by-laws, the Company's stockholders at the Company's
annual meeting elect each director annually. The Company's officers serve at the
discretion of the Board of Directors.

Audit Report of Board of Directors
The Company does not maintain an Audit Committee or an Audit Committee Charter.
During fiscal 2003, the Board discussed the interim financial information
contained in each quarterly earnings announcement with the independent auditors
prior to public release.

In discharging its oversight responsibility as to the audit process, the Board
obtained from the independent auditors a formal written statement describing all
relationships between the auditors and the Company that might bear on the
auditors' independence consistent with Independence Standards Board Standard No.
1, "Independence Discussions with Audit Committees," discussed with the auditors
any relationships that may impact their objectivity and independence and
satisfied itself as to the auditors' independence. The Board also discussed with
management and the independent auditors the quality and adequacy of the
Company's internal controls and the internal audit function's organization,
responsibilities, budget, and staffing. The Board reviewed with the independent
auditors their audit plans, audit scope, and identification of audit risks. The
Board discussed and reviewed with the independent auditors all communications
required by generally accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended, "Communication with Audit
Committees" and, with and without management present, discussed and reviewed the
results of the independent auditors' examination of the financial statements.

The Board reviewed the audited financial statements of the Company as of and for
the fiscal year ended December 31, 2003, with management and the independent
auditors. Management has the responsibility for the preparation of the Company's
financial statements and the independent auditors have the responsibility for
the examination of those statements.

                                       11
<PAGE>

Based on the above-mentioned review and discussions with management and the
independent auditors, the Board recommended that the Company's audited financial
statements be included in its Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, for filing with the Securities and Exchange Commission.

Item 10.  Executive Compensation.

The following tables contain compensation data for the President of the Company
for the fiscal year ended December 31, 2003. No executive officer or director
received in excess of $100,000 in compensation during the fiscal year ended
December 31, 2003.

                                 SUMMARY COMPENSATION TABLE

Name and Principal Positions       Year      Annual       Long Term Compensation
                                          Compensation           Awards

                                                             Restricted stock
                                            Salary ($)          award(s)($)

Kenneth A. Phillips, President    2003         74,500                     0
                                  2002        114,000             1,200,000
                                  2001        115,000            500,000

EMPLOYMENT  AGREEMENTS

The Company does not have any employment agreements with its officers or
directors. The Company does not maintain life insurance on any of its directors,
officers, or employees.

STOCK  OPTIONS  AND  WARRANTS

The Company did not issue any warrants or options, under its stock option plan
or otherwise, to its directors, officers, or employee during the year ended
December 31, 2003 for compensation. At March 31, 2004, the Company owed Kenneth
Phillips $12,000 in accrued, but unpaid compensation. Further, at March 31,
2004, the Company owed Kenneth Phillips $154,685 for money advanced on behalf of
the Company to the Company's creditors. These liabilities were accrued because
of the Company's cash flow limitations during prior periods, including fiscal
2003 and the first quarter of 2004.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The following table sets forth, as of March 31, 2003 the number and percentage
of outstanding shares of the Company's common stock owned by:

-    each person known to the Company to beneficially own more than 5% of its
     outstanding common stock;
-    each director;
-    each named executive officer; and
-    all executive officers and directors as a group. BENEFICIAL OWNERSHIP TABLE

Name:                                        Amount           Percentage

Kenneth A. Phillips and Kathryn Phillips     10,566,521       42.1%
Jay G. Phillips                              664,971          2.6%
All executive officers and directors
as a group (3 persons)                       11,231,492       44.7%

The address of each person listed is the same as the address of the Company's
principal executive office.

                                       12
<PAGE>

                      Equity Compensation Plan Information

The following table gives information about the Company's common stock that may
be issued upon the exercise of options under its 2001 Stock Option Plan as of
December 31, 2003, which has been approved by the Company's stockholders, and
under compensation arrangements that were not approved by the Company's
stockholders.

<TABLE>
<CAPTION>
<S>                                                                                             <C>
                                                                                    Number of securities
                                                                                   remaining available for
                               Number of securities to be    Weighted average       future issuance under
                                issued upon exercise of      exercise price of    equity compensation plans
                                  outstanding options,     outstanding options,     (excluding securities
                                  warrants and rights       warrants and rights    reflected in column A)
Plan Category                             (A)                       (B)                      (C)

Equity Compensation Plans
Approved by Security                       --                       --                    5,000,000
Holders
Equity Compensation Plans
Not Approved by Security                   --                       --                       --
Holders
                              -------------------------------------------------------------------------------
    Total                                  --                       --                    5,000,000
</TABLE>

Item 12.  Certain Relationships and Related Transactions.

In June 2003, the board issued 1,000,000 shares of common stock to a related
party for services rendered. The company relied on Section 4(2) of the Securties
Act and Rule 701 as the exemption from registration for the sale of securities
described above.

In August 2003, the board issued 1,815,637 shares of common stock valued at $.05
per share or $90,782 to a related party for services rendered. The company
relied on Section 4(2) of the Securties Act and Rule 701 as the exemption from
registration for the sale of securities described above.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the registrant's officers and directors, and persons who own
more than 10% of a registered class of the registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish to registrant with copies of all
Section 16(a) documents they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the registrant under Rule 16-a-3(e) and Form 5 and amendments thereto furnished
to the registrant with respect to its most recent fiscal year, and any
representation referred to in paragraph (b)(2)(i) of Item 405 of Regulation S-B,
the registrant believes all required reports were made during the fiscal year
ended December 31, 2003.

We have yet officially adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Such code of ethics will be
provided to any person without charge, upon request, a copy of such code of
ethics by sending such request to us at our principal office. The board will
address this issue in the coming year.

                                       13
<PAGE>

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 31.1      Certification of CEO and CFO Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
Exhibit 32.1      Certification of CEO and CFO Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

(b)      Reports of Form 8-K

On November 12, 2003, the Company filed a Report on Form 8-K to announce a
proposed financing. That financing did not occur. SEC File 000-27467. Accession
No. 1015402-3-4425.

Item 14.  Principal Accountant Fees and Services.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $23,500.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
not reported under Item 1 were $8,420. The nature of the services comprising
such fees was review of quarterly filings and response to one comment letter
from the Securities and Exchange Commission to related to the Company's Form
10-KSB for 2002.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning were $0. The Company used an outside CPA to perform tax services.

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than services listed in
Items 1 to 3 above, were $0.

                                       14
<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.


May 10, 2004                              Fleetclean Systems, Inc.



                                          By: /s/ Kenneth A. Phillips
                                             ------------------------
                                                Kenneth A. Phillips, 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                     May 10, 2004
-----------------------   President and Chief Financial Officer
Kenneth A. Phillips


/s/ Jay G. Phillips       Director and Vice-President               May 10, 2004
-------------------
Jay G. Phillips

                                       15
<PAGE>


                                       16
<PAGE>


                                       17
<PAGE>






                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Fleetclean Systems, Inc.
  Hardin, Texas

We have audited the accompanying balance sheet of Fleetclean Systems, Inc. as of
December 31, 2003, and the related statements of operations, stockholders'
deficit, and cash flows for each of the two years then ended. These financial
statements are the responsibility of Fleetclean's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material 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 audits provide 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. as of
December 31, 2003, and the results of its operations and its cash flows for each
of the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

April 13, 2004

                                       F1
<PAGE>

                            FLEETCLEAN SYSTEMS, INC.
                                  BALANCE SHEET
                                December 31, 2003

                                            ASSETS

Current assets
  Cash                                                      $               250
  Accounts receivable, net                                               39,871
  Inventory                                                             102,087
  Prepaid expenses and other                                              7,735
  Current assets - discontinued operations                               33,100
                                                            -------------------
    Total current assets                                                183,043

Property and equipment, net                                             303,041
Non-current assets - discontinued operations                            500,000
Other assets                                                              2,195
                                                            -------------------
                                                            $           988,279
                                                            ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Current portion of long-term debt and capital leases      $            76,608
  Accounts payable                                                      198,395
  Accounts payable - related party                                      151,540
  Accrued expenses                                                       36,671
  Current liabilities - discontinued operations                         350,353
                                                            -------------------
    Total current liabilities                                           813,567

Long-term debt and capital leases                                       127,577
Long-term debt and capital leases - discontinued operations               6,080
Convertible debentures                                                  237,500
                                                            -------------------
  Total liabilities                                                   1,184,724
                                                            -------------------

Commitments

STOCKHOLDERS' DEFICIT:
 Common stock, $.01 par value, 50,000,000 shares authorized,
  25,105,460 shares issued and outstanding                              251,055
 Additional paid in capital                                           1,410,339
 Accumulated deficit                                                 (1,857,839)
                                                            -------------------
  Total Stockholders' Deficit                                          (196,445)
                                                            -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $           988,279
                                                            ===================

     See accompanying summary of accounting policies and notes to financial
                                   statements.

                                       F2
<PAGE>

                            FLEETCLEAN SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2003 and 2002

                                                    2003              2002
                                               ---------------   --------------

Net sales                                      $       769,085   $      716,670
Cost of goods sold                                     228,551          146,130
                                               ---------------   --------------
Gross profit                                           540,534          570,540
                                               ---------------   --------------

Operating expenses:
  Salaries and benefits                                365,198          425,883
  General and administrative                           186,291          229,038
  Depreciation and amortization                        134,677          147,009
  Legal and professional                               191,574           24,299
  Impairment of goodwill                               164,153                -
                                               ---------------   --------------
  (Gain) loss on sale of assets                         (4,400)           5,000
                                               ---------------   --------------
                                                     1,037,493          831,229
                                               ---------------   --------------

Loss from operations                                  (496,959)        (260,689)
                                               ---------------   --------------

Other income (expense):
  Interest expense                                     (51,549)         (53,647)
  Other                                                  5,936            1,359
                                               ---------------   --------------
                                                       (45,613)         (52,288)
                                               ---------------   --------------

Loss before discontinued operations                   (542,572)        (312,977)
                                               ===============   ==============

Income/(Loss) from discontinued operations            (553,164)         103,804
                                               ===============   ==============

Net loss                                       $    (1,095,736)  $     (209,173)
                                               ===============   ==============

Net income (loss) per share:
  Basic and diluted - continuing operations    $         (0.02)  $        (0.01)
                                               ===============   ==============
  Basic and diluted - discontinued operations  $         (0.02)  $         0.01
                                               ===============   ==============

Weighted average shares outstanding:
  Basic and diluted                                 23,379,361       20,559,475
                                               ===============   ==============


     See accompanying summary of accounting policies and notes to financial
                                   statements.

                                       F3
<PAGE>


                            FLEETCLEAN SYSTEMS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2003 and 2002


                          Common stock      Additional
                          ------------        paid in  Accumulated
                       Shares      Amount     capital    deficit       Total
                    ------------ ---------- ---------- -----------  -----------

Balance,
  December 31, 2001   18,796,746 $  187,968 $1,293,918 $  (552,930) $   928,956

Issuance of common
 stock for notes
 payable                 250,000      2,500        625           -        3,125

Issuance of common
  stock for cash       1,923,077     19,231      5,769           -       25,000

Issuance of common
 stock for
 compensation          1,200,000     12,000      3,600           -       15,600

Net loss                       -          -          -    (209,173)    (209,173)
                    ------------ ---------- ---------- -----------  -----------

Balance,
  December 31, 2002   22,169,823    221,699  1,303,912    (762,103)     763,508

Issuance of common
 stock for
 compensation          2,815,637     28,156     82,627           -      110,783

Issuance of common
 stock for cash          120,000      1,200     23,800           -       25,000

Net loss                       -          -          -  (1,095,736)  (1,095,736)
                    ------------ ---------- ---------- -----------  -----------

Balance,
  December 31, 2003   25,105,460 $  251,055 $1,410,339 $(1,857,839) $  (196,445)
                    ============ ========== ========== ===========  ===========


     See accompanying summary of accounting policies and notes to financial
                                   statements.

                                       F4
<PAGE>


                            FLEETCLEAN SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2003 and 2002

                                                    2003              2002
                                               ---------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations          $    (542,572)     $   (312,977)
    Adjustments to reconcile net loss to cash
     used in operating activities:
      Stock issued for compensation                  110,783            15,600
      Depreciation and amortization                  134,677           130,691
      (Gain) loss on sale of assets                   (4,400)            5,000
      Impairment of goodwill                         164,153                 -
Changes in operating assets and liabilities:
  Accounts receivable                                 43,331            75,463
  Inventory                                           32,979             5,459
  Prepaid expenses and other assets                    2,234             2,936
  Accounts payable                                    33,356           (34,198)
  Accounts payable - related party                    45,997            52,860
  Accrued expenses                                   (23,075)              644
                                               ---------------    --------------
Net Cash Used In Operating Activities From
 Continuing Operations                                (2,537)          (58,522)
Net Cash Provided By Operating Activities From
 Discontinued Operations                             151,777           229,960
                                               ---------------    --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES            149,240           171,438
                                               ---------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                 (23,462)         (245,805)
                                               ---------------    --------------
Net Cash Used In Investing Activities From
 Continuing Operations                               (23,462)         (245,805)
Net Cash Used In Investing Activities From
 Discontinued Operations                              (4,827)          (16,378)
                                               ---------------    --------------
NET CASH USED IN INVESTING ACTIVITIES                (28,289)         (262,183)
                                               ---------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds on notes payable                           12,500           225,000
  Payments on notes                                  (96,106)         (117,623)
  Issuance of common stock                            25,000            25,000
                                               ---------------    --------------
Net Cash Provided By (Used In) Financing
 Activities From Continuing Operations
                                                     (58,606)          132,377
Net Cash Used In Financing Activities From
 Discontinued Operations                             (62,345)          (41,632)
                                               ---------------    --------------
NET CASH PROVIDED BY (USED IN) FINANCING
 ACTIVITIES                                         (120,951)           90,745
                                               ---------------    --------------

NET INCREASE IN CASH                                       -                 -
Cash, beginning of period                                250               250
                                               ===============    ==============
Cash, end of period                            $         250      $        250
                                               ===============    ==============

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                  $      78,380      $     87,953
                                               ===============    ==============
Income taxes paid                              $           -      $          -
                                               ===============    ==============

Non Cash Transactions:
Issuance of common stock for note payable      $           -      $      3,125
                                               ===============    ==============

     See accompanying summary of accounting policies and notes to financial
                                   statements.

                                       F5
<PAGE>

                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE  1  DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

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

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

During 1999, Fleetclean acquired a truck terminal / internal tank wash facility
in Hahnville, Louisiana under a lease purchase contract. In December 2003 this
facility was shut down and all of the assets associated with the facility were
put up for sale.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.

Cash Equivalents

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

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.

Long-lived Assets

Property, plant and equipment are stated at cost less accumulated depreciation.
Major renewals and improvements are capitalized; minor replacements, maintenance
and repairs are charged to current operations. Depreciation is computed by
applying the straight-line method over the estimated useful lives of the
buildings (thirty nine years) and by applying the straight-line or accelerated
methods over the estimated useful lives of machinery and equipment (five to
seven years). Leasehold improvements are amortized over the shorter of the
useful life of the improvement or the life of the related lease. Fleetclean
performs reviews for the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.

                                       F6
<PAGE>

Goodwill

Fleetclean's long-lived assets include goodwill. Statement of Financial
Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142")
requires that goodwill and intangible assets be tested for impairment at the
reporting unit level (operating segment or one level below an operating segment)
on an annual basis and between annual tests in certain circumstances.
Application of the goodwill impairment test requires judgment, including the
identification of reporting units, assigning assets and liabilities to reporting
units, assigning goodwill and intangible assets to reporting units, and
determining the fair value of each reporting unit. Significant judgments
required to estimate the fair value of reporting units include estimating future
cash flows, determining appropriate discount rates and other assumptions.
Changes in these estimates and assumptions could materially affect the
determination of fair value for each reporting unit.

Fleetclean assessed the fair value of goodwill. There were a number of
significant and complex assumptions used in the calculation of the fair value of
the intangible assets. If any of these assumptions prove to be incorrect,
Fleetclean could be required to record a material impairment to its goodwill.
The assumptions include significant market penetration in its current markets.

Fleetclean 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 carrying net 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 on prices of similar assets
3)       Estimate based on valuation techniques

In connection with the sale of net assets subsequent to December 31, 2003 (see
Note 12) Fleetclean determined its goodwill had been impaired and recorded an
impairment charge of $164,153.

Revenue Recognition

Fleetclean recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectibility is probable. These criteria are generally met at the time product
is shipped or services are performed. Shipping and handling costs are included
in cost of goods sold.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax

                                       F7
<PAGE>

consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities. Fleetclean records a valuation allowance to
reduce the deferred tax assets to the amount that is more likely than not to be
realized.

Earnings Per Common Share

Basic earnings (loss) per common share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
common share is computed using the combination of dilutive common share
equivalents and the weighted average number of common shares outstanding during
the period. Diluted earnings per common share is based on the weighted average
number of common shares outstanding during the period plus the inclusion of
common share equivalents. Warrants to purchase 880,000 and 166,667 shares of
common stock in 2003 and 2002 were outstanding but not included in the
computation of diluted earnings per common share because the exercise price was
greater than the average market price of the common shares.

Stock-Based Compensation

Fleetclean accounts for stock-based compensation under the intrinsic value
method. Under this method, Fleetclean recognizes no compensation expense for
stock options granted when the number of underlying shares is known and exercise
price of the option is greater than or equal to the fair market value of the
stock on the date of grant.

Advertising

Advertising costs are expensed as incurred. Advertising expenses were $1,108 and
$3,372 for the years ended December 31, 2003 and 2002, respectively.

Recent Accounting Pronouncements

Fleetclean does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Fleetclean's results of
operations, financial position or cash flow.


NOTE 2 - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

                                                                December 31,
                                                                    2003
                                                             -------------------
    Accounts receivable                                      $          44,920
    Less: allowance for doubtful accounts                                5,049
                                                             $          39,871

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<PAGE>

NOTE 3 - PROPERTY, PLANT, AND EQUIPMENT

Components of property, plant, and equipment, at December 31, 2003 are as
follows:

    Demonstration equipment                                     $       273,831
    Furniture and fixtures                                               49,965
    Machinery and equipment                                             110,814
    Leasehold improvements                                                3,012
    Land                                                                 10,000
    Buildings                                                            95,120
    Transportation equipment                                            328,563
                                                                        871,305
    Less: accumulated depreciation and amortization                    (568,264)
                                                                $       303,041

Depreciation expense totaled $134,677 and $130,691 in 2003 and 2002,
respectively.


NOTE 4 - MAJOR CUSTOMERS

Fleetclean has two customers that accounted for more than 10% of net sales, and
collectively, these customers accounted for 43% and 60% of net sales for the
years ended December 31, 2003 and 2002, respectively. The breakdown is as
follows at December 31:

    Customer                              2003                  2002
    --------                        ------------------    -----------------
      A                             $        243,870      $        273,001
      B                             $         86,341      $        156,905


NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following for operating operations:

                                           Maturity      Interest
                          Collateral         Date          rate          2003
                       ----------------   ------------   ----------  ----------

1st Liberty National   All accounts          12/26/07      8.0%      $   80,507
1st Liberty National   Land/building          3/15/12      8.0%          69,748
1st Liberty National   2001 Truck            12/13/04      10.5%         10,710
1st Liberty National   2001 Truck            12/13/04      10.5%         10,710
Southwest Bank         2001 Truck             1/16/05      8.25%          8,822
Southwest Bank         2001 Truck             1/16/05      8.25%          9,980
Southwest Bank         2000 Truck             8/10/04      8.25%          4,694
Various                Insurance Policy          2004     Various         9,014
                                                                     ----------
                                                                        204,185
Less: current portion of long-term debt and capital leases              (76,608)
                                                                     ----------
Long-term debt and capital leases                                    $  127,577
                                                                     ==========

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<PAGE>

Long-term debt consists of the following for discontinued operations:

                                           Maturity      Interest
                          Collateral         Date          rate          2003
                       ----------------   ------------   ----------  ----------

Trimac Bulk
  Transportation
 Capital Lease         Land, building
                       and equipment           3/1/04      6.79%     $  261,618
Granite Financial      Equipment              8/15/04      14.7%         18,616
D. Vial                Land                   4/14/05      8.75%         23,294
                                                                     ----------
                                                                        303,528
Less: current portion of long-term debt and capital leases             (297,448)
                                                                     ----------
Long-term debt and capital leases                                    $    6,080
                                                                     ==========

All notes are personally guaranteed by the President of Fleetclean. Fleetclean
has a few insurance policies that have been financed. The last one matures in
June 2004. Account payable for discontinued operation of $52,905 is also
included in the Current liabilities - discontinued operations line.

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

                     2004                    $   374,057
                     2005                         33,432
                     2006                         28,172
                     2007                         30,493
                     2008                          8,568
                     Thereafter                   32,992
                                             -----------
                                             $   507,714
                                             ===========

NOTE 6 - CONVERTIBLE DEBENTURES

During 2003 and 2002, Fleetclean conducted a private debt placement memorandum
and raised $12,500 and 225,000 in proceeds, respectively. The notes bear
interest at 7.25% and interest is payable quarterly and the notes are
convertible into common stock at 75% of the bid price on the date of conversion.
The notes are convertible 1 year after closing or from January 2003 through
November 2003 through maturity at the option of the holder. The notes mature
from January 2005 through November 2005.

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<PAGE>

NOTE 7 - INCOME TAXES

Deferred income taxes consist of the following at December 31:

                                               2003                 2002
                                         -----------------    ------------------
    Short-term:
      Deferred tax assets                $      323,000       $       236,000

    Long-term:
      Deferred tax liability                          -                     -
      Valuation allowance                      (323,000)             (236,000)
                                         --------------       ---------------
                                         $            -       $             -
                                         ==============       ===============

Fleetclean had a taxable loss of approximately $285,000 for the year ended
December 31, 2003. Fleetclean has net operating losses carry-forwards of
approximately $950,000 which will expire in years from 2011 through 2023,
respectively.


NOTE 8 - RELATED PARTY TRANSACTIONS

Accounts payable - related party includes amounts due on the Chief Executive
Officer's personal credit cards.


NOTE 9 - COMMITMENTS

Fleetclean 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.

Fleetclean 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.

Fleetclean currently leases a facility located in Smithfield, Rhode Island over
a two year term from June 2002 through May 2004. The monthly rental payment is
$775. Future minimum lease payments are $3,875 in 2004.

Rent expense was $15,900 and $19,025 for 2003 and 2002, respectively.


NOTE 10 - COMMON STOCK AND STOCK WARRANTS

In June 2003 Fleetclean sold 120,000 shares of common stock and 880,000 stock
warrants for $25,000. The warrants vest immediately with an exercise price of
$0.20 per one common share. The warrants expire December 31, 2007. In September
2003, the warrant agreement was amended and the exercise price became $0.04 per
share of common stock. As of April 13, 2004 none of stock warrants have been
exercised.

In June 2003 the board approved the issuance of 1,000,000 shares to related
parties for services provided. The stock was valued at $20,000 or $0.02 per
share.

In August 2003 the board approved the issuance of 1,815,637 shares to related
parties for services provided. The stock was valued at $90,782 or $0.05 per
share.

                                      F11
<PAGE>

NOTE 11- EMPLOYEE STOCK OPTION PLAN

During 2001, both the directors and the shareholders ratified the "2001 Stock
Option Plan". This plan has 5,000,000 shares of Fleetclean common stock reserved
for issuance. At December 31, 2003 no options have been granted pursuant to the
plan.


NOTE 12 - DISCONTINUED OPERATIONS

In December 2003, Fleetclean closed the Hahnville, Louisiana location which
focused its business in tank washing. All property and equipment associated with
both the Hahnville location and the Freeport location have been reclassified as
held for sale. Fleetclean is currently in negotiations with a buyer but no
agreement has been made as of April 13, 2004. The remaining assets of the
Hahnville location include accounts receivable, land, building and tank washing
equipment, accounts payable and long-term debt and capital leases. The remaining
assets from the Freeport location included land and building. The Hahnville
location had $785,135 and $799,613 of revenue during 2003 and 2002,
respectively. The net 2003 loss from discontinued operations includes a $609,833
impairment charge on the write down of the Hahnville and Freeport assets to
their estimated fair market value.

The assets and liabilities held for sale are carried on the balance sheet at
their estimated fair values less costs to sell. The Company is actively
marketing the real estate and surplus equipment resulting from the plant
closures discussed above, and anticipates that disposition of these assets will
be completed within 12 months from the date of the closure. However, due to the
locations of the property and market conditions, the actual timing of the
dispositions may vary.


NOTE 13 - SUBSEQUENT EVENTS

In January 2004, Fleetclean sold assets for $60,775 ($30,775 cash and $30,000
note receivable) and recorded a gain of approximately $30,000.

In March 2004, Fleetclean entered into an agreement with System Trust Joint
Venture ("STJV") to sell 1,000,000 shares of Series A preferred stock for
$290,700, $53,700 cash and the assumption of $237,500 in convertible debentures.
The preferred stock is convertible at holders' option at one preferred share for
18.676347 shares common stock and has a 2:1 liquidation preference and each
preferred share has 20 votes. This will create a change of control. In
connection with this sale, Fleetclean will create a subsidiary, Fleetclean
Chemicals, Inc., transfer all assets and liabilities except the convertible
debentures into it and sell it to the majority shareholder for the net tangible
book value of approximately $41,000 as of December 31, 2003. STJV will buy

                                      F12
<PAGE>

10,783,519 shares of common stock from the majority shareholder and put $150,000
in an escrow account. The escrow account will be used to pay certain
liabilities, and any shortfall will be paid by the majority shareholder. This
transaction has not closed as of April 13, 2004. Once the transaction is closed,
Fleetclean will perform a 1:75 reverse stock split.


































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