UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)

[X]      Annual Report Under Section 13 or 15(d) of The Securities  Exchange Act
         of 1934

                  For the quarterly period ending June 30, 2004

[ ]      Transition Report Under Section 13 or 15(d) of The Securities  Exchange
         Act of 1934

         For the transition period from ______________ to _____________




                           ECOLOCLEAN INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                98-0420750
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                   2242 South Hwy #83, Crystal City, TX 78839
                    (Address of principal executive offices)

                                 (830) 374-9100
                           (Issuer's telephone number)



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

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock - $0.001 par value



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

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes    No
                                                 ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30,  2004,  there were  36,050,664  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---




                           ECOLOCLEAN INDUSTRIES, INC.
                                   FORM 10-QSB


                                      INDEX

                                                                            Page
PART I - Financial Information

Item 1 -   Financial Statements
           Condensed Consolidated Balance Sheets as of
           June 30, 2004 and December 31, 2003.............................  3-4

           Condensed Consolidated Statements of Operations
           For the Three Months Ended June 30, 2004 and 2003...............    5

           Condensed Consolidated Statements of Operations
           For the Six Months Ended June 30, 2004 and 2003.................    6

           Condensed Consolidated Statements of Cash Flows
           For the Six Months Ended June 30, 2004 and 2003 ................  7-8

           Notes to Condensed Consolidated Financial Statements............ 9-11

Item 2 - Management's Discussion and Analysis or Plan of Operation ........12-14

Item 3 - Controls and Procedures...........................................   15


PART II - Other Information


Item 1 - Legal Proceedings ................................................   16

Item 2 - Changes in Securities and Use of Proceeds.........................   16

Item 3 - Defaults Upon Senior Securities...................................   16

Item 4 - Submission of Matters to a Vote of Security Holdings..............   16

Item 5 - Other Information.................................................   17

Item 6 - Exhibits and Reports on Form 8K ..................................   17

Signature  ................................................................   17












                                       -2-





                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                           ECOLOCLEAN INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS






                                     ASSETS
                                     ------



                                            June 30, 2004      December 31, 2003
                                          -----------------    -----------------
                                             (Unaudited)

Current Assets:
      Cash                                $         294,573    $           2,532
      Accounts Receivable                           114,738               77,037
      Prepaid Expenses                              172,107               19,616
                                          -----------------    -----------------
         Total Current Assets                       581,418               99,185
                                          -----------------    -----------------

Property Plant and Equipment, Net                   847,098              425,718
                                          -----------------    -----------------

Other Assets:
      Deposits                                       12,770                  200
      License, Net                                   17,729               20,528
      Intangible Asset                               33,585               33,585
                                          -----------------    -----------------
         Total Other Assets                          64,084               54,313
                                          -----------------    -----------------

         Total Assets                     $       1,492,600    $         579,216
                                          =================    =================



















      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -3-






                           ECOLOCLEAN INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                     ---------------------------------------


                                                       June 30, 2004      December 31, 2003
                                                     -----------------    -----------------
                                                         (Unaudited)
                                                                    

Current Liabilities:
      Accounts Payable and
          Accrued Expenses                           $         591,018    $         488,823
      Note Payable                                                   0               27,414
                                                     -----------------    -----------------
         Total Current Liabilities                             591,018              516,237

Long-Term Debt                                                       0                    0

Due to Related Parties                                       1,685,100              775,369
                                                     -----------------    -----------------

         Total Liabilities                               1   2,276,118        1   1,291,606
                                                     -----------------    -----------------

Commitments and Contingencies                                     --                   --

Stockholders' (Deficit):
      Preferred Stock, $0.001 par value
        1,000,000 shares authorized, none issued
      Common Stock, $0.0001 par value per share,
        50,000,000 shares authorized;
        32,500,664 shares issued and
        outstanding December 31, 2003
        36,050,664 shares issued and outstanding
        June 30, 2004                                            3,605                3,250

      Additional Paid-in Capital                             1,390,702              190,558
      Accumulated (Deficit)                                 (2,177,825)            (906,198)
                                                     -----------------    -----------------

         Total Stockholders' (Deficit)                        (783,518)            (712,390)
                                                     -----------------    -----------------

         Total Liabilities and
              Stockholders' (Deficit)                $       1,492,600    $         579,216
                                                     =================    =================









      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -4-





                           ECOLOCLEAN INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)






                                           Three Months Ended   Three Months Ended
                                              June 30, 2004        June 30, 2003
                                              -------------        -------------
                                                             

Revenues:                                     $     132,331        $      64,440
                                              -------------        -------------

Operating Expenses:
      Cost of Sales                                 103,342               14,340
      Operating Expenses                            204,493               31,049
      Depreciation & Amortization                    29,609                9,465
      Interest                                       18,391                5,203
      Officer's Salary                               30,000               30,000
      General and Administrative                    709,037              126,800
                                              -------------        -------------
         Total Operating Expenses                 1,094,872              216,857
                                              -------------        -------------
Net (Loss)                                    $    (962,541)       $    (152,417)
                                              =============        =============
Net (Loss) Per Common Share
      Basic and Diluted                       $       (0.03)       $       (0.00)
      -----------------                       =============        =============

Weighted Average Number of Common
      Shares Outstanding, Basic and Diluted      34,325,664           31,475,664
                                              =============        =============
















      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -5-




                           ECOLOCLEAN INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)






                                            Six Months Ended   Six Months Ended
                                              June 30, 2004      June 30, 2003
                                              -------------      -------------


Revenues:                                     $     271,058      $      64,440
                                              -------------      -------------

Operating Expenses:
      Cost of Sales                                 151,895             14,340
      Operating Expenses                            283,259             52,725
      Depreciation & Amortization                    49,284             16,980
      Interest                                       32,989              7,814
      Officer's Salary                               60,000             60,000
      General and Administrative                    965,258            284,539
                                              -------------      -------------
         Total Operating Expenses                 1,542,685            436,398
                                              -------------      -------------
Net (Loss)                                    $  (1,271,627)     $    (371,958)
                                              =============      =============
Net (Loss) Per Common Share
      Basic and Diluted                       $       (0.04)     $       (0.01)
                                              =============      =============

Weighted Average Number of Common
      Shares Outstanding, Basic and Diluted      34,275,664         30,783,850
                                              =============      =============





















      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -6-







                           ECOLOCLEAN INDUSTRIES, INC.
                 STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
                                   (UNAUDITED)




                                                  Six Months Ended   Six Months Ended
                                                    June 30, 2004      June 30, 2003
                                                    -------------      -------------
                                                                 
Cash Flows Provided (Required) By
  Operating Activities:
    Net (Loss)                                      $  (1,271,627)     $    (371,958)
    Adjustments to Reconcile Net (Loss)
        to Net Cash Provided (Required) By
        Operating Activities:

    Depreciation and Amortization                          49,284             16,980
    Issuance of Common Stock
      For Services Provided                               557,500             44,800
    Officer's Salary                                       60,000             60,000
         Changes in
           Accounts Receivable                            (37,701)            16,616
           Prepaid Expenses                                (9,492)            14,773
           Deposits                                       (12,570)              (200)
           Accounts Payable and Accrued Expenses           42,195             75,179
           Customer Deposits                                    0            (65,000)
           Current Maturities of Long-Term Debt           (27,414)           (27,847)
                                                    -------------      -------------

Net Cash (Required)
   by Operating Activities                               (649,825)          (236,657)
                                                    -------------      -------------

Cash Flows  (Required)
  by Investing Activities:
      Acquisitions of Property, Plant & Equipment        (467,865)          (162,381)
                                                    -------------      -------------

         Net Cash (Required)
            By Investing Activities                      (467,865)          (162,381)
                                                    -------------      -------------













      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -7-



                           ECOLOCLEAN INDUSTRIES, INC.
                 STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
                                   (UNAUDITED)

                                   (CONTINUED)



                                                     Six Months      Six Months
                                                       Ended           Ended
                                                   June 30, 2004   June 30, 2003
                                                   -------------   -------------

Cash Flows Provided by Financing Activities
      Proceeds From Collection of
         Stock Subscriptions                                   0          10,000
      Proceeds From Issuance
         of Common Stock                                 500,000          25,000
      Proceeds of Loans From
         Related Parties                                 909,731         364,400
                                                   -------------   -------------

Net Cash Provided by Financing Activities              1,409,731         399,400
                                                   -------------   -------------

Net Increase in Cash                                     292,041             362
Cash at Beginning of Period                                2,532             704
                                                   -------------   -------------
Cash at End of Period                              $     294,573   $       1,066
                                                   =============   =============

Supplemental Disclosures of
   Cash Flow Information
      Cash Payments for Interest                   $         829   $         463
                                                   =============   =============

      Cash Payments for Income Taxes               $           0   $           0
                                                   =============   =============
Non-Cash Financing Activities:
   Issuance of Common Stock:
      Operating Activities                         $     557,500   $      44,800
      Payment of Prepaid Expense                         143,000               0
      Payment of Accounts Payable                              0          82,274
                                                   -------------   -------------
      Total Non-Cash Financing Activities          $     700,500   $     127,074
                                                   =============   =============









      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       -8-



                           ECOLOCLEAN INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 1 - BASIS OF PRESENTATION
------   ---------------------

         The accompanying  unaudited condensed consolidated financial statements
         for the six  month  periods  ended  June 30,  2004 and 2003  have  been
         prepared in conformity with generally  accepted  accounting  principles
         for interim  financial  information  and with the  instructions to Form
         10-QSB and  Regulation  S-B. The financial  information  as of June 30,
         2004 is derived  from the  registrant's  Form 10-KSB for the year ended
         December 31, 2003. Certain information or footnote disclosures normally
         included in condensed  consolidated  financial  statements  prepared in
         accordance with accounting  principles generally accepted in the United
         States of America have been condensed or omitted  pursuant to the rules
         and regulations of the Securities and Exchange Commission.

         The  preparation  of condensed  consolidated  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 condensed  consolidated  financial  statements  and the reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results  could  differ  from  those   estimates.   In  the  opinion  of
         management,  the accompanying consolidated financial statements include
         all adjustments  necessary (which are of a normal and recurring nature)
         for  the  fair  presentation  of the  results  of the  interim  periods
         presented. While the registrant believes that the disclosures presented
         are  adequate  to keep the  information  from being  misleading,  it is
         suggested  that  these  accompanying  financial  statements  be read in
         conjunction  with  the  registrant's  audited  consolidated   financial
         statements and notes included in the  registrant's  Form 10-KSB for the
         year ended December 31, 2003.

         Operating  results for the six-month period ended June 30, 2004 are not
         necessarily  indicative  of the results  that may be  expected  for the
         remainder of the fiscal year ending December 31, 2004. The accompanying
         unaudited  condensed  consolidated  financial  statements  include  the
         accounts  of the  registrant  and its  wholly-owned  subsidiaries.  All
         significant   inter-company   accounts  and   transactions   have  been
         eliminated in consolidation.










                                       -9-



                           ECOLOCLEAN INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004




NOTE 2 - LICENSE COSTS
------   -------------

         The Company acquired an industry exclusive, perpetual worldwide license
         to  commercialize  the  inventions on patents and market,  manufacture,
         sell, lease and, or utilize,  for processing  electrocoagulation  units
         for the  treatment  of effluent  water.  Royalties  are $3,000 per unit
         manufactured and 2% of gross processing revenues.

         A summary of license costs amortized over a 5-year life are as follows:

                       License                                      $     27,993
                       Less:  Accumulated Amortization                    10,264
                                                                    ------------
                                                                    $     17,729
                                                                    ============

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

         A summary  of  property,  plant and  equipment  at June 30,  2004 is as
         follows:




         Land                                      $ 80,000            N/A
         Warehouse                                   29,726       40 Years
         Electrocoagulation Units                   239,113        5 Years
         Machinery & Equipment                      539,709        5 Years
         Office Furniture and Equipment               7,493        5 Years
         Computers & Related Equipment               14,050        5 Years
         Transportation Equipment                    25,713        5 Years
                                                   --------
              Total                                 935,804
         Less Accumulated Depreciation               88,706
                                                   --------
            Net Property, Plant & Equipment        $847,098
                                                   ========













                                      -10-



                           ECOLOCLEAN INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004




NOTE 4 - RELATED PARTY TRANSACTIONS
------   --------------------------

         The Board of Directors has approved a salary for services provided.  At
         June 30,  2004 the  cumulative  amount of unpaid  officer's  salary was
         $220,000 and is included in accounts payable and accrued expenses.

         At June 30, 2004 cumulative advances bearing interest at 5% P.A. due to
         officers of the Company  amounted to  $1,685,100  plus $53,132  accrued
         interest.  The  advances  are due  January  10,  2005 with the right of
         prepayment.

NOTE 5 - OTHER
------   -----

         On April 14, 2004,  the Company issued 100,000 shares of its restricted
         common  stock for  investor  and public  relations  services  valued at
         $44,000.

         On April 15, 2004,  the Company issued 500,000 shares of its restricted
         common stock for consulting services valued at $212,000.

         On June 15, 2004,  the Company  issued 350,000 shares of its restricted
         common stock for consulting services valued at $108,500.

         On June 22, 2004,  the Company  approved the issuance of 800,000 shares
         of its  restricted  common stock valued at $176,000 and 200,000  shares
         under its 2004 Stock Grant and Option Plan valued at $110,000 for legal
         services.

         On June  30,  2004,  the  Company  issued  1,000,000  shares  of of its
         restricted common stock for $500,000.

         On June 30, 2004,  the Company  issued 500,000 shares of its restricted
         common  stock valued at $130,000  for  services  regarding  the private
         placement of the Company's common stock.












                                      -11-



Item 2. Management's Discussion and Analysis or Plan of Operation

OVERVIEW AND PLAN OF OPERATION

Background
----------

Background

During the quarter ended June 30, 2004,  Ecoloclean  Industries,  Inc. had gross
operating  revenues of $132,331,  all of which were  generated by its  Louisiana
subsidiaries (World Environmental  Technologies,  Inc.[WET] and Reliant Drilling
Systems, Inc. [RDS]) and its recently activated Texas subsidiary  (Ecoloclean of
Texas,  Inc.  [ECOT]).  The newly activated  Texas  subsidiary,  ECOT,  which is
located  in  Beaumont,  TX, is  primarily  engaged in  industrial  environmental
clean-up for clients such as Petro-chemical  refineries,  paper mills,  chemical
plants, and other industrial organizations that employ processes that frequently
generate  waste  products  requiring  clean-up and/ or disposal.  ECOT's general
manager  is well  known in this  field and has many  contacts  with  prospective
customers with whom he has previously enjoyed professional relationships.

Current Operations
------------------

A. Industrial Field Services.

Since implementing ECOT, the general manager has successfully cleaned one lagoon
for a large  international  paper  Company and is poised to commence work on two
additional  lagoons.  ECOT has also been engaged by a large Arizona smelter that
processes  copper  ore to clean a  contaminated  lagoon  at its  location.  This
remediation process required highly trained personnel and specialized equipment.

B. Drilling Support Services for Oil Exploration & Production Companies.

RDS, which specializes in drilling support services, has employed local managers
with strong industry  reputations to assist the Company in realizing its mission
of  becoming a leader in oil field  services.  During  the next 12  months,  the
Company  anticipates  that all solids control  equipment  presently owned by RDS
will be in operation on a virtually  continual  basis at various  drilling sites
including the sites we are now servicing.  Currently, RDS is handling the solids
control program at several wells for oil  exploration  and production  companies
and is on stand-by to support  additional  locations for another oil exploration
and production  company.  RDS has signed Master Service  Agreements with several
Operators with active drilling programs starting in the near future.

C   Industrial and Exploration Liquid Waste Remediation Services

WET has utilized  the  Company's LA  statewide  Water  Discharge  Permit and its
patented Electro  Coagulation (EC) treatment systems to aggressively  market its
services for oil field and industrial  liquid waste  remediation.  These efforts
have resulted in WET acquiring  Master Service  Agreements from several Refinery
Groups and Petroleum Operators.



                                       12


D. Agricultural Clean-Up.

The  Company  attended  The  Dairy  Waste  Technology  Tour that was held by the
Hamilton, Comanche, and Erath County Dairy Operators on April 15th of this year.
The Company exhibited its technology to approximately 104 attendees, all of whom
were  owners of area dairy  farms.  The  Company's  process,  presentation,  and
exhibited results were well received, and response from numerous dairy farms has
been positive.

The Company's process was also the featured exhibit at the 2004 Watershed Heroes
Core4 Conference that was held at Waco, Texas on June 21-23, 2004,  sponsored by
The  American  Farm  Bureau  Federation,  American  Farm Bureau  Foundation  for
Agriculture,  and The Texas Farm Bureau Federation. This conference was directed
at the problem of  pollution  in Lake Waco and the Bosque  Watershed  that feeds
into Lake Waco which has been  caused by farm  waste  originating  in  Hamilton,
Comanche,  Bosque,  and Erath  Counties,  Texas,  located north of the lake. The
Company's  process was  observed by  approximately  175  attendees  and numerous
follow up inquiries have been received from dairy farm owners.  This interest in
the  Company's  process as a solution  to the dairy farm  owners'  problems  has
intensified  following  circulation of the May and June, 2004 issue of the Texas
Dairy Review,  which  reveals the fact that a total of 19 Federal  lawsuits were
filed again the Bosque River Watershed dairies for breaking the Clean Water Act.
Since  this  article  appeared,  the  Company  has been  contacted  by Texas A&M
Extension Service and other State and Federal Regulatory  Agencies regarding the
demonstration  of a process on a dairy farm in Bosque County,  Texas.  Texas A&M
has located a dairy farm where the  Company is to move its  electro  coagulation
(EC)  unit on or about  August  15,  2004 to  demonstrate  the  process  and its
efficiency in removing  phosphate from the dairy waste. The Company is confident
that the process will be  successfully  demonstrated  and that it will result in
one or more contracts with dairy farms in the area.

Since  early May,  2004,  the  Company  has had one of its EC units in  Arkansas
attempting  to remove  phosphates  from a large swine  producer  and  currently,
management  feels that the Company  has  demonstrated  that it can  successfully
remove phosphates to a level acceptable to the producer, thereby eliminating the
cost of trucking  the swine  waste to a disposal  site.  The Company  ultimately
anticipates  obtaining a long term contract  with this major swine  producer for
the  elimination  of the  phosphates  which are  responsible  for the producer's
difficulties.

Financial Considerations
------------------------

Currently,  there  are  not  sufficient  revenues  to  offset  annual  operating
overhead,  which is now  estimated  to be  approximately  $1,500,000.  Until the
Company  obtains the amount of working  capital  required to meet its  operating
overhead,  it may be  necessary  to call upon the  investment  community  or the
Company's  officers and directors for financial  assistance.  During the quarter
ended June 30, 2004, a private  placement was  completed of 1,000,000  shares of
the Company's restricted common stock for $500,000.




                                       13


During this quarter, the Company's  president,  Royis Ward, provided $560,840 in
loans to the Company.  Mr. Ward has  indicated a  willingness  to continue  such
advances  until  such  time as cash  flows  can  offset  the  monthly  operating
overhead.  We have no written  agreement  with Mr. Ward and no assurances can be
given that he will  indefinetly  provide  our Company  with funds.  All of these
funds have been utilized to obtain  additional  equipment and to offset  monthly
overhead operating expenses.

Conclusion
----------

The Company  has  expended  substantial  financial  resources  to  establish  an
infrastructure  of personnel and  equipment  capable of meeting the needs of our
expanding  business.  It is anticipated that the Company's marketing efforts and
industry  reputation  will create a level of business  activities  sufficient to
meet operating overhead costs on a monthly basis within the near future.


RESULTS OF OPERATIONS

REVENUES:  The Company  reported  revenues of $271,058  for the six months ended
June 30, 2004 as compared  with  $64,440  revenues for the six months ended June
30, 2003.  The increased  revenue was due to increased  revenues from our solids
control subsidiary and our recently activated environmental clean-up subsidiary.

TOTAL COSTS AND EXPENSES:  Total costs and expenses  increased from $436,398 for
the six months ended June 30, 2003 to  $1,542,685  for the six months ended June
30, 2004.

OPERATING EXPENSES: Operating expenses increased from $52,725 for the six months
ended June 30,  2003 to $283,259  for the six months  ended June 30,  2004.  the
increase  of  $230,534  was  primarily  due to  continuation  of  ramping up our
infra-structure/support activities in anticipation of increased business.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES:   Selling,   general   and
administrative  expenses  increased  from $284,539 for the six months ended June
30, 2003 to $965,258  for the six months  ended June 30,  2004.  The increase of
$680,719 was primarily due to increased sales expense including demo and testing
costs  incurred  in  our  efforts  to  obtain  long-term  contracts,   increased
consulting   fees,   increased   legal  fees  and   additional   management  and
administrative salaries as we seek to expand our customer base.

INCOME TAX: The pretax loss increased  from  $(371,958) for the six months ended
June 30,  2003 to  $(1,271,627)  for the six  months  ended  June 30,  2004,  an
increased loss of $899,669.

LIQUIDITY  AND CAPITAL  RESOURCES:  Capital  expenditures  during the six months
ended June 30,  2004,  totaled  $467,865 as compared  with  $162,381 for the six
months ended June 30, 2003.

The  increase  of  $305,484  consists  of capital  asset  purchases  and cost of
$386,383 for equipment needed by solids control  division,  $67,657 for E/C Unit
and related equipment  construction,  and $13,825 for office  furniture,  office
equipment and computers  which total $467,865 less $162,381  expended during the
six months ended June 30, 2003.

Total debt increased from  $1,291,606 to December 31, 2003 to $2,276,118 at June
30, 2004.  Total debt as of June 30, 2004 and  December 31, 2003  expressed as a
percentage  of  total  debt and  shareholder  equity  was  152.50%  and  223.00%
respectively.




                                       14


Net loss for the six months ended June 30, 2004 was ($1,271,627) an increase of
341.9 % from the net loss of ($371,958) for the six months ended June 30, 2003.
Diluted net loss per common share increased 400% to ($0.04) per share. The net
loss per share calculation for the six months ended June 30, 2004 included an
increase in actual and equivalent shares outstanding.

Item 3. Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures.

         Within the 90 days prior to the date of this  Quarterly  Report for the
period ended June 30, 2004, we carried out an evaluation,  under the supervision
and with the participation of our management,  including the Company's  Chairman
and  Chief  Executive   Officer  and  the  Chief  Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that  information  required to be  disclosed by a company in the reports that it
files under the  Exchange Act is recorded,  processed,  summarized  and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Chief Financial Officer concluded that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in the
Company's period SEC filings.

(b)      Changes in Internal Control.

         Subsequent to the date of such  evaluation as described in subparagraph
(a)above,  there were no significant  changes in our internal  controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

FORWARD-LOOKING STATEMENTS:
We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report that are not  statements of historical
fact may be  deemed to be  forward  looking  statements.  Without  limiting  the
foregoing,  words  such as "may",  "will",  "expect",  "believe",  "anticipate",
"estimate",  "plan" or "continue" or the negative or other variations thereof or
comparable  terminology  are  intended to identify  forward-looking  statements.
These statements by their nature involve  substantial  risks and  uncertainties,
and actual  results  may differ  materially  depending  on a variety of factors.
Factors that might cause  forward-looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries  in which we compete or intend to compete,  natural gas  availability
and cost and timing,  impact and other  uncertainties of our future  acquisition
plans.


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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The  Company  does  not  issue  or  invest  in  financial  instruments  or their
derivatives for trading or speculative  purposes.  The operations of the Company
are conducted  primarily in the United States,  and, are not subject to material
foreign  currency  exchange risk.  Although the Company has outstanding debt and
related  interest  expense,  market risk of interest rate exposure in the United
States is currently not material.



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         During the second quarter of 2004 the Company authorized,  offered and,
or sold the following  securities  pursuant to exemptions from the  registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").

         On April 14, 2004, we issued  100,000  common shares to Barry Gross for
investor and public relations services valued at $44,000.

         On April 15, 2004, we issued 500,000 common shares to Grot  Consulting,
LLC for consulting services valued at $212,000.

         On June 15, 2004, we issued 350,000 common shares to Carcas Capital for
consulting services valued at $108,000.

         On June 22, we  authorized  the  issuance of 800,000  common  shares to
Gregory Wilson for legal services valued at $176,000.

         On  June  30,  2004,   we  sold   1,000,000   common   shares  to  Carl
Hessel/Margaux Investments for $500,000.

         On June 30, 2004, we issued 500,000 common shares valued at $130,000 to
Carl Hessel for services regarding the private placement of the Company's common
shares.

         We believe the shares issued above were issued in private  transactions
pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as  amended,  (the
"Securities Act"). These shares are considered restricted securities and may not
be publicly resold unless  registered for resale with  appropriate  governmental
agencies or unless exempt from any applicable registration requirements.

Item 3.  Defaults Upon Senior Securities

         None.

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

         No matter was submitted to a vote of the security holders,  through the
solicitation  of proxies or  otherwise,  during the  quarter of the fiscal  year
covered by this report.



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Item 5.  Other Information

         On [date] we formed  Ecoloclean  of Texas,  Inc., a Texas  corporation,
(ECOT).  ECOT's  offices are located in  Beaumont,  Texas.  It will be primarily
engaged in industrial  environmental clean-up for clients such as petro-chemical
refineries,  paper mills, chemical plants, oil refineries,  and other industrial
organizations  that employ  processes  that  frequently  generate waste products
requiring clean-up and, or disposal.

Item 6.  Exhibits and Reports on Form 8-K

a)       Exhibits

      Exhibit No.                Exhibit Name

         31.1              Chief  Executive  Officer-Section  302  Certification
                           pursuant to Sarbane-Oxley Act.

         31.2              Chief Financial  Officer-  Section 302  Certification
                           pursuant to Sarbane-Oxley Act.

         32.1              Chief  Executive  Officer-Section  906  Certification
                           pursuant to Sarbane-Oxley Act.

         32.2              Chief Financial  Officer-  Section 906  Certification
                           pursuant to Sarbane-Oxley Act.

(b)      Reports on Form 8-K. None.


                                   SIGNATURES

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

                                                     ECOLOCLEAN INDUSTRIES, INC.

                                                      /s/ Royis Ward
Dated: August 16, 2004                               ---------------------------
                                                     By: Royis Ward
                                                     Title: President, CEO


                                                      /s/ Michael Ward
Dated: August 16, 2004                               ---------------------------
                                                     By:  Michael Ward
                                                     Title: Secretary, CFO









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