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, 2002

[   ]     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, 2002 were $1,516,283

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 28, 2003 was $317,275.   As of March 26, 2003 registrant
had  22,169,823  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 2003
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.


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<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, 2002, we serviced 71 chemical customers on a regular
basis, which is a decrease of 20 from the 2001 level.  During 2002, 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, and customers who went out of business or closed
terminals due to the slowdown of the national economy.  Overall, chemical and
equipment  sales declined $231,250 in 2002 from 2001.


     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 2002.

     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
2003, we intend to increase advertising for this segment of our business if
sufficient working capital is available to permit the expenditure.

     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.  We expect to
remodel and upgrade the facility at an approximate cost of $300,000 to open for
business during 2003, if financing can be obtained.

     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


                                        2
<PAGE>
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. 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.

     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. There were
no research expenditures in 2002.

     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.  We
currently service 71 chemical customers in 24 states, plus 36 regular customers
and 29 occasional 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.


                                        3
<PAGE>
Employees

     We currently have 18 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 332 commercial tank cleaning facilities in the country as listed in
the March 2002 issue of "Modern Bulk Transporter" magazine.  Of these, 36 are
limited to food grade only, and another 165 are operated by trucking firms
primarily to service their own trucks, leaving only 131 facilities as
independent full service commercial tank washes.  Of the 131 independent
facilities, 18 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

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.

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


                                        4
<PAGE>
     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  52%  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.

PRIVATE  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 $74,103.  We entered into a note payable in
December 2002, which provides for monthly payments of $965 for 120 months.


                                        5
<PAGE>
     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, 2002 was approximately $39,072.  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.

     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
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 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

     None

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 2002
          -----------
First Quarter.                                                 .05      .02
Second Quarter                                                 .04      .03
Third Quarter.                                                 .04      .01
Fourth Quarter                                                 .04      .01


          FISCAL 2001
          -----------
First Quarter                                                  .06      .05
Second Quarter                                                 .05      .04
Third Quarter                                                  .05      .03
Fourth Quarter                                                 .04      .02



     On March 27, 2003, the closing price of our common stock as reported by the
OTC Electronic Bulletin Board was $.03.  We believe that as of March 27, 2003,
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.


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.


                                        7
<PAGE>
     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, 2002 COMPARED TO THE YEAR ENDED DECEMBER 31, 2001

     Revenues

     Total revenues decreased to $1,516,283  for the year ended December 31,
2002 compared with $1,802,611 for the year ended December 31, 2001.  The
decrease of 16% was attributable to decreased internal tank cleaning revenues
from the Hahnville facility and decreased chemical sales during the year ended
December 31, 2002.

     Cost of goods sold

For the year ended December 31, 2002, cost of goods sold increased to $536,748
from $576,783  during the year ended December 31, 2001.  The decrease of 7% was
primarily attributable to decreased direct labor and materials cost  resulting
from the decrease in revenue.  Our gross margins as a percent of revenue for the
year ended December 31, 2002 declined to 66% from 68% for the year ended
December 31, 2001.  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, 2002, general and administrative expenses
decreased to $1,102,114 from $1,107,810 during the year ended December 31, 2001.
The decrease of 1% was primarily due to:

  -  a decrease in salary costs;
  -  a decrease in depreciation costs, and;
  -  a decrease in professional fees.


     Net Loss

     For the year ended December 31, 2002, our net loss  was $209,173 compared
to net profit of $39,238  for the year ended December 31, 2001.  The loss was
primarily attributable to the decrease in tank wash revenueand chemical revenue
as described above.

     Cash Flows

     Our operating activities provided net cash of $168,314 in fiscal 2002 and
$207,296 in fiscal 2001.  Net cash provided by operating activities in fiscal
2000 decreased due to an decrease in the net operating profit for the year.

     Our investing activities used net cash of $262,183 in fiscal 2002 and
$92,006  in 2001. The $262,183 was for the purchase of a tank wash facility in
Freeport, Texas, and new equipment for the Hahnville, Louisiana tank wash.

     Our financing activities provided net cash of $93,869 in fiscal 2002
compared with using $115,145  in fiscal 2001.  The amount provided by financing
was from an increase in notes payable of $225,000 in the form of a convertible
debenture less a reduction of notes payable in the amount of $156,131 .  There
were stock sales in 2002 totaling $25,000.

LIQUIDITY AND CAPITAL RESOURCES


                                        8
<PAGE>
     As of December 31, 2002, we had cash of $250 and negative working capital
of $238,232.  We continued to receive cash flow from operations during 2002 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.  In addition, we intend to make additional acquisitions during the
year, which will cause increased expenditures.

     As of December 31, 2002, we had notes payable aggregating $666,165 to
financial institutions and entities due through September 2008 at interest rates
ranging from 8.0% to 14.7%.  Of these notes payable, $167,006 is due during the
year ended December 31, 2003.  In addition we are currently leasing several
other properties on a month-to-month basis with aggregate lease payments of
$1,325 per month.

     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.

ITEM 7.  CONSOLIDATED 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

     This information was previously reported on our Form 8K filed August 3,
2001, as amended on August 28, 2001.

                                    PART III

ITEMS 9 TO 10 INCLUSIVEAND 12
     These items have been omitted in accordance with the general instructions
to Form 10-KSB.  Prior to April 30, 2003 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 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

                      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, 2002, which has been approved by the Company's stockholders, and
under compensation arrangements that were not approved by the Company's
stockholders.


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                                                                              Number of securities
                                                                                             remaining available for
                             Number of securities to be                                   future issuance under equity
                              issued upon exercise of        Weighted average exercise         compensation plans
                           outstanding options, warrants       price of outstanding           (excluding securities
                                     and rights            options, warrants and rights      reflected in column A)
Plan Category                           (A)                             (B)                            (C)
-------------------------  ------------------------------  -----------------------------  -----------------------------
<S>                        <C>                             <C>                            <C>
Equity Compensation Plans
Approved by Security                                   --                             --                      5,000,000
Holders
Equity Compensation Plans
Not Approved by Security.                              --                             --                             --
Holders
                           ------------------------------  -----------------------------  -----------------------------
    Total                                              --                             --                      5,000,000
</TABLE>


Other information required by this item is incorporated herein by reference from
the  information  provided  under  the  heading  "Security  Ownership of Certain
Beneficial  Owners  and  Management"  of  the  Company's  Proxy  Statement.


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 99.1   Certification Pursuant to 18 U.S.C. Section 1350 as
                    AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002



     (b)     There have been no reports filed on Form 8-Kduring the forth
quarter of fiscal 2002.

ITEM 14.  CONTROLS AND PROCEDURES

     Based on their evaluation as of a date within 90 days of the filing date of
this Annual Report on Form 10-KSB, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Exchange Act) are effective to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.  There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.  There were no significant deficiencies or material weaknesses, and
therefore there were no corrective actions taken.



                                       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. 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         March 29, 2003
--------------------------       and President
Kenneth A. Phillips


/s/ Jay G. Phillips              Director and Vice-President   March 29, 2003
--------------------------       Customer Service
Jay G. Phillips


/s/ Richard R. Royall            Director                      March 29, 2003
--------------------------
Richard R. Royall





                                       11
<PAGE>
CERTIFICATIONS

I, Kenneth A. Phillips, Chief Executive Officer and Chief Financial Officer,
certify that:

1. I have reviewed this annual report on Form 10-KSB of Fleetclean Systems,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003



/s/ Kenneth A. Phillips
----------------------------------
Kenneth A. Phillips,
Chief Executive Officer & Chief Financial Officer




                                       12
<PAGE>
                           CERTIFICATION  PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the annual report of Fleetclean Systems Inc., (the "Company")
on Form 10-KSB for the period ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the"Report"), I, Kenneth
A. Phillips, Chief Executive Officer an principal financial officer of the
Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

This Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.


/s/ Kenneth A. Phillips
----------------------------------
Kenneth A. Phillips, Chief Executive Officer and principal financial officer
March 29,2003


                                       13
<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, 2002, and the related statements of operations, stockholders'
equity, 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, 2002, 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

February 7, 2003


<PAGE>
<TABLE>
<CAPTION>
                              FLEETCLEAN SYSTEMS, INC.
                                    BALANCE SHEET
                                  December 31, 2002


                                     ASSETS
<S>                                                                      <C>
Current assets
  Cash                                                                   $      250
  Accounts receivable, net of allowance for doubtful accounts of $3,258     149,266
  Inventory                                                                 142,220
  Prepaid expenses and other                                                 13,994
                                                                         -----------
    Total current assets                                                    305,730

Property and equipment, net                                               1,559,526

Goodwill, net of accumulated amortization of $39,709                        164,153
Other assets                                                                  2,220
                                                                         -----------
                                                                         $2,031,629
                                                                         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt and capital leases                   $  167,006
  Accounts payable                                                          317,211
  Accrued expenses                                                           59,745
                                                                         -----------
    Total current liabilities                                               543,962
                                                                         -----------

Long-term debt and capital leases                                           499,159
Convertible debentures                                                      225,000
                                                                         -----------
  Total liabilities                                                       1,268,121
                                                                         -----------

Commitments

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 50,000,000 shares
  authorized, 22,169,823 shares issued and outstanding                      221,698
Additional paid in capital                                                1,303,913
Accumulated deficit                                                        (762,103)
                                                                         -----------
  Total Stockholders' Equity                                                763,508
                                                                         -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $2,031,629
                                                                         ===========
</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>
                            FLEETCLEAN SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS

                                                       For the Years Ended
                                                           December 31,
                                                           ------------
                                                        2002          2001
                                                    ------------  ------------
<S>                                                 <C>           <C>
Net sales                                           $ 1,516,283   $ 1,802,611
Cost of goods sold                                      536,748       576,783
                                                    ------------  ------------
Gross profit                                            979,535     1,225,828
                                                    ------------  ------------

Operating expenses:
  Salaries and benefits                                 500,832       520,895
  General and administrative                            385,292       360,675
  Depreciation and amortization                         186,691       198,215
  Legal and professional                                 24,299        47,893
  (Gain) loss on sale of assets                           5,000       (19,868)
                                                    ------------  ------------
                                                      1,102,114     1,107,810
                                                    ------------  ------------

Income (loss) from operations                          (122,579)      118,018

Other income (expense):
  Interest expense                                      (87,953)      (87,923)
  Other                                                   1,359         2,682
                                                    ------------  ------------
                                                        (86,594)      (85,241)
                                                    ------------  ------------

Net income (loss) before benefit for income taxes      (209,173)       32,777
Benefit for income taxes                                      -         6,461
                                                    ------------  ------------
Net income (loss)                                   $  (209,173)  $    39,238
                                                    ============  ============

Net income (loss) per share:
  Basic                                             $     (0.01)  $      0.00
                                                    ============  ============
  Diluted                                           $     (0.01)  $      0.00
                                                    ============  ============

Weighted average shares outstanding:
  Basic and diluted                                  20,559,475    18,048,081
                                                    ============  ============
</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>


                                  FLEETCLEAN SYSTEMS, INC.
                             STATEMENTS OF STOCKHOLDERS' EQUITY
                           For the Years Ended December 31, 2002

                              Common stock
                          --------------------     Additional      Accumulated
                            Shares     Amount   paid in capital      deficit        Total
                          ----------  --------  ----------------  -------------  ----------
<S>                       <C>         <C>       <C>               <C>            <C>
Balance,
December 31, 2000         18,046,746  $180,467  $      1,292,043  $   (592,168)  $ 880,342

Issuance of stock for
  compensation               750,000     7,500             1,875             -       9,375

Net income                         -         -                 -        39,238      39,238
                          ----------  --------  ----------------  -------------  ----------

Balance,
  December 31, 2001       18,796,746   187,967         1,293,918      (552,930)    928,955

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  $221,698  $      1,303,913  $   (762,103)  $ 763,508
                          ==========  ========  ================  =============  ==========
</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>
                              FLEETCLEAN SYSTEMS, INC.
                              STATEMENTS OF CASH FLOWS

                                                              For the Years Ended
                                                                  December 31,
                                                                  ------------
                                                                2002        2001
                                                             ----------  ----------
<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITES:
Net income (loss)                                            $(209,173)  $  39,238
Adjustments to reconcile net income (loss) to cash used in
operating activities:
  Stock issued for compensation                                 15,600       9,375
  Depreciation and amortization                                186,691     198,215
  (Gain) loss on sale of assets                                  5,000     (19,868)
Changes in operating assets and liabilities:
  Accounts receivable                                          103,046     (56,768)
  Inventory                                                      1,404      20,470
  Prepaid expenses and other assets                              2,936       9,829
  Deferred taxes                                                     -      (6,462)
  Accounts payable                                              38,140     (27,959)
  Accounts payable - overdraft                                  27,151      38,106
  Accrued expenses                                              (2,481)      3,120
                                                             ----------  ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                      168,314     207,296
                                                             ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                          (262,183)   (131,352)
  Proceeds from the sale of property and equipment                   -      39,346
                                                             ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES                         (262,183)    (92,006)
                                                             ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITES:
  Proceeds on notes payable                                    225,000      49,783
  Payments on notes and capital lease payables                (156,131)   (164,928)
  Issuance of common stock                                      25,000           -
                                                             ----------  ----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES                                                      93,869    (115,145)
                                                             ----------  ----------

NET INCREASE IN CASH                                                 -         145
Cash, beg. of period                                               250         105
                                                             ----------  ----------
Cash, end of period                                          $     250   $     250
                                                             ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                                $  87,923   $  87,923
                                                             ==========  ==========
Income taxes paid                                            $       -   $       -
                                                             ==========  ==========

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


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


<PAGE>
                            FLEETCLEAN SYSTEMS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


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.

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.

Goodwill

Goodwill relates to the value of a company acquired. The cost of the goodwill is
amortized on a straight-line basis over the estimated life of fifteen years.
Goodwill is reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.


<PAGE>
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
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 166,667 and 316,667 shares of
common stock in 2002 and 2001 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 $3,372
and $1,129 for the years ended December 31, 2002 and 2001, 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.


<PAGE>
<TABLE>
<CAPTION>
NOTE 2 - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:


                                          December 31,
                                       ------------------
                                         2002      2001
                                       --------  --------
<S>                                    <C>       <C>
Accounts receivable                    $152,524  $259,619
Less: allowance for doubtful accounts     3,258     3,258
                                       --------  --------
                                       $149,266  $256,361
                                       ========  ========
</TABLE>


NOTE 3 - PROPERTY, PLANT, AND EQUIPMENT:

Components of property, plant, and equipment, at December 31, 2002 and 2001 are
as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                                 ------------------------
                                                    2002         2001
                                                 -----------  -----------
<S>                                              <C>          <C>
Demonstration equipment                          $  467,292   $  456,059
Furniture and fixtures                               39,133       38,681
Machinery and equipment                             324,625      309,561
Leasehold improvements                                3,012        3,012
Land                                                325,741      270,330
Buildings                                           621,080      454,849
Tank cleaning equipment                             362,667      354,667
Transportation equipment                            359,434      358,643
                                                 -----------  -----------
                                                  2,502,984    2,245,802
Less: accumulated depreciation and amortization    (943,458)    (756,767)
                                                 -----------  -----------
                                                 $1,559,526   $1,489,035
                                                 ===========  ===========
</TABLE>


Depreciation expense totaled $186,691 and $184,624 in 2002 and 2001,
respectively.


NOTE 4 - Major Customers

Fleetclean has three and two customers that accounted for more than 10% of net
sales, and collectively, these customers accounted for 51% and 36% of net sales
for the years ended December 31, 2002 and 2001, respectively.  The breakdown is
as follows at December 31:

<TABLE>
<CAPTION>
Customer    2002      2001
--------  --------  --------
<S>       <C>       <C>
  A       $323,978  $329,467
  B       $273,001  $319,451
  C       $169,553       n/a
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
NOTE 5 - LONG-TERM DEBT

Long-term debt consists of the following:


                                     Maturity  Interest
                       Collateral      Date      rate        2002       2001
                      -------------  --------  ---------  ---------  ----------
<S>                   <C>            <C>       <C>        <C>        <C>
                      Land,building
Trimac Bulk Trans.    and equipment    3/1/04      6.79%  $ 302,345  $ 340,405
1st Liberty National  All accounts   12/26/07       8.0%     96,934    137,427
1st Liberty National  Land/building   3/15/12       8.0%     75,588     55,455
Granite Financial     Equipment       8/15/04      14.7%     43,343     64,700
D. Vial               Land            4/14/05      8.75%     39,072     53,532
Case Credit             1999 Trucks   10/6/03       9.6%     21,534     45,424
1st Liberty National     2001 Truck  12/13/04      10.5%     20,403     29,048
1st Liberty National     2001 Truck  12/13/04      10.5%     20,403     29,048
Southwest Bank           2001 Truck   1/16/05      8.25%     18,614     26,424
Southwest Bank           2001 Truck   1/16/05      8.25%     16,454     23,359
Southwest Bank           2000 Truck   8/10/04      8.25%     11,475     17,595
Southwest Bank        Forklift        10/4/02        10%          -      3,004
                                                          ----------  ---------
                                                            666,165    825,421
Less: current portion of long-term debt and capital leases (167,006)  (174,344)
                                                          ----------  ---------
Long-term debt and capital leases                         $ 499,159   $651,077
                                                          ==========  =========
</TABLE>

All notes are personally guaranteed by the President of Fleetclean.

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

<TABLE>
<CAPTION>
             Amount
            --------
<S>         <C>
2003        $167,006
2004         365,230
2005          33,617
2006          28,172
2007          30,493
Thereafter    41,647
            --------
            $666,165
            ========
</TABLE>


NOTE 6 - CONVERTIBLE DEBENTURES

During 2002, Fleetclean conducted a private debt placement memorandum and raised
$225,000 in proceeds.  The notes were sold in increments of $25,000 and bear
interest at 7.25%.  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 through maturity at the option of the
holder.  The notes mature 3 years from closing.  The closing dates range from
January 2002 through November 2002.


<PAGE>
NOTE 7 - INCOME TAXES

The provision (benefit) for federal income tax consists of the following for the
years ended December 31:

<TABLE>
<CAPTION>
                              2002     2001
                              -----  --------
<S>                           <C>    <C>
Current provision (benefit)   $   -  $     -
Deferred provision (benefit)      -   (6,461)
                              -----  --------
                              $   -  $(6,461)
                              =====  ========
</TABLE>

Deferred income taxes consist of the following at December 31:

<TABLE>
<CAPTION>
                             2002        2001
                          ----------  ----------
<S>                       <C>         <C>
Short-term:
  Deferred tax assets     $ 236,000   $ 162,000

Long-term:
  Deferred tax liability          -           -
  Valuation allowance      (236,000)   (162,000)
                          ----------  ----------
                          $       -   $       -
                          ==========  ==========
</TABLE>

The following is a reconciliation of income taxes calculated at the United
States federal statutory rate to the income tax provision (benefit):

<TABLE>
<CAPTION>
                                               Years ended December 31,
                                              --------------------------
                                                  2002          2001
                                              ------------  ------------
<S>                                           <C>           <C>
Provision (benefit) for income taxes at
  U.S. statutory rate                                  34%         (34)%
Effect of utilization of net operating loss
  carryforwards                                      (34)%           34%
                                              ------------  ------------
Income tax provision (benefit)                          0%            0%
                                              ============  ============
</TABLE>

Fleetclean had a taxable loss of approximately $204,000 and taxable income of
$32,000 for the years ended December 31, 2002 and 2001, respectively.
Fleetclean has net operating losses carry-forwards of approximately $680,000
which will expire in years from 2011 through 2022, respectively.


NOTE 8 - COMMITMENTS

Fleetclean 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.

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.


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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 $9,300 in 2003 and $3,875 in 2004.

Rent expense was $19,025 and $24,338 for the years ending December 31, 2002
and 2001, respectively.


NOTE 9 - WARRANTS

Fleetclean has issued and outstanding the following warrants which have not yet
been exercised at December 31, 2002, as follows:

Fleetclean issued 66,667 stock purchase warrants to Eugene Snowden, expiring
December 15, 2003.  The warrants are to purchase common stock for $0.05 per
share.

Fleetclean issued 100,000 stock purchase warrants to Eugene Snowden, expiring
January 1, 2003.  The warrants are to purchase common stock for $0.05 per share.


NOTE 10 - 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, 2002, no options have been granted
pursuant to the plan.



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