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

                           FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                      SUPERIORCLEAN, INC.
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Nevada                         88-0492605
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)


SEC File Number:  000-49815


 10011-123 St. NW, Suite 2303                N7V 1X4
   Edmonton, Alberta, Canada
-------------------------------            ----------
(Address of Principal Executive            (Zip Code)
           Offices)


Registrant's telephone number, including area code: (519) 541-1564


                      2002 Stock Award Plan
                    -------------------------
                    (Full title of the plans)


                    GoPublicToday.com, Inc.
                    1701 Valmora Street
                    Las Vegas, Nevada 89102
             ---------------------------------------
             (Name and address of agent for service)


                         702.248.4798
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)







PAGE-1-




=====================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                 maximum   Maximum
                                offering  Aggregate   Amount of
   Title of       Amount to be    price    offering  registration
  securities
     to be         Registered   per unit    price        fee
  registered
---------------------------------------------------------------------

Common stock,      1,300,000     $0.05    $75,000        $7.00
par                  shares
value, $0.001
per share

---------------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked price of Common Stock of SuperiorClean, Inc. as reported on
the OTCBBr on February 25, 2003.


                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

A.  The  Company  is offering shares of its common stock  to various
individuals  for  consulting or legal services on  the  Company's behalf.
This  issuance  of  shares is being made pursuant  to  the
Company's 2002 Stock Award Plan, which provides the following:


            YEAR 2002 STOCK AWARD PLAN

1.  Purpose. This Year 2002 Stock Award Plan  (the 'Plan') of
SuperiorClean, Inc. (the 'Company'), for selected employees,
officers, directors and key consultants and advisors to the Company
is intended to advance the best interests of the Company by
providing personnel who have substantial responsibility for the
management and growth of the Company and its subsidiaries with
additional incentive by increasing their proprietary interest in
the success of the Company, thereby encouraging them to remain in
the employ of or provide consulting services to the Company or any
of its subsidiaries.





PAGE-2-




2.  Administration. The Plan shall be administered by the Board of
Directors of the Company (the 'Board') which shall keep the minutes
of its proceedings with regard to the Plan and all records,
documents, and data pertaining to its administration of the Plan. A
majority of the members of the Board shall constitute a quorum for
the transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought
before that meeting. In addition, the Board may take any action
otherwise proper under the Plan by the affirmative vote, taken
without a meeting, of a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the
members shall be as effective as if it had been made by a majority
vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the
determination of the Board. The actions of the Board in exercising
all of the rights, powers and authorities set out in this Plan,
when performed in good faith and in its sole judgment, shall be
final, conclusive, and binding on the parties.

3.  Shares Available Under the Plan. The stock subject the Stock
Awards shall be shares of the Company's Common Stock, without par
value, (the 'Common Stock'). The total number of shares of Common
Stock available under the Plan shall not exceed in the aggregate
2,300,000. Such shares may be treasury shares or authorized but
unissued shares.

4.  Eligibility. The individuals who shall be eligible to
participate in the Plan shall be any officer, director, employee,
consultant, advisor or other person providing key services to the
Company who are not engaged in any prohibited activity (hereinafter
such persons may sometimes be referred to as the 'Eligible
Individuals'). Prohibited Activity shall include the following:

     *    services rendered to the Company not in connection with
        a capital-raising or market making transaction;
     *    services directly or indirectly promote or maintain a
        market for the Company's securities;
     *    services by current or future auditors of the Company;
        and
     *    services in connection with a shell merger.

5.  Authority to Grant Stock Awards. The Board in its discretion
and subject to the provisions of the Plan may, from time to time,
grant to eligible individuals of the Company Stock Awards. The
Board may award and issue shares of Common Stock under the Plan to
an eligible individual ('Stock Award'). Stock Awards may be made in
lieu of cash compensation or as additional compensation. Stock
Awards may also be made pursuant to performance-based goals
established by the Board.

Subject only to any applicable limitations set forth in the Plan,
the number of shares of Common Stock covered by any Stock Award
shall be determined by the Board.


PAGE-3-


6.  Stock Awards.
(a)  Awards in Lieu of Compensation. The Board may grant Common
Stock to an Eligible Individual under the Plan, without any payment
by the individual, in lieu of certain cash compensation or as additional
compensation. The Stock Award is subject to appropriate tax
withholding. After compliance with the tax withholding
requirements, a stock certificate shall be issued to the individual
recipient of the Stock Award. The certificate shall bear such
legend, if any, as the Board determines is reasonably required by
applicable law. Prior to receipt of a Stock Award, the individual
must comply with appropriate requests of the Board to assure
compliance with all relevant laws.

(b)  Performance Based Awards. The Board may award shares of Common
Stock, without any payment for such shares, to designated
individuals if specified performance goals established by the Board
are satisfied. The designation of an employee eligible for a
specific performance-based Stock Award shall be made by the Board
in writing prior to the beginning of the twelve month period for
which the performance is measured. The Board shall establish the
number of shares to be issued to a designated employee if the
performance goal is met. The Board must certify in writing that a
performance goal has been met prior to issuance of any certificate
for a performance-based Stock Award to any employee. If the Board
certifies the entitlement of an employee to the performance-based
Stock Award, the certificate shall be issued to the employee as
soon as administratively practicable, and subject to other
applicable provisions of the Plan, including but not limited to,
all legal requirements and tax withholding. Performance goals
determined by the Board may be based on specified increases in net
profits, stock price, Company or segment sales, market share,
earnings per share, and/or return on equity.

7.  Registration.  The Company may, but shall not be obligated to,
register any securities covered by a Stock Award pursuant to the
1933 Act (as now in effect or as hereafter amended) and, in the
event any shares are registered, the Company may remove any legend
on certificates representing these shares. The Company shall not be
obligated to take any other affirmative action in order to cause
the Stock Award to comply with any law or regulation of any
governmental authority.

8.  Employment Obligation. The granting of any Stock Award shall
not impose upon the Company any obligation to employ or continue to
employ any grantee; and the right of the Company to terminate the
employment of any officer or other employee shall not be diminished
or affected by reason of the fact that a Stock Award has been
granted to him.

9.  Changes in the Company's Capital Structure. The existence of
outstanding Stock Awards shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds,


PAGE-4-



debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise. If the Company effects a subdivision or consolidation of
shares or other capital readjustment, the payment of a dividend in
capital stock or other equity securities of the Company on its
Common Stock, or other increase or reduction of the number of
shares of the Common Stock outstanding, without receiving
consideration therefore in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into
other equity securities of the Company, then: (a) the number, class
and per share price of shares of Common Stock subject to Stock
Awards hereunder shall be appropriately adjusted (or in the case of
the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Stock Awards shall
extend to such other securities) in a manner so as to entitle a
grantee to receive, for the same aggregate cash consideration, and
for an award of pending performance-based Stock Awards, the
same total number and class or classes of shares or in the case of
a dividend of, or reclassification into, other equity securities,
those other securities) he would have held after adjustment if the
Stock Award was earned, immediately prior to the event requiring
the adjustment, or, if applicable, the record date for determining
shareholders to be affected by the adjustment; and (b) the number
and class of shares then reserved for issuance under the Plan (or
in the case of a dividend of, or reclassification into, other
equity securities, those other securities) shall be adjusted by
substituting for the total number and class of shares of stock then
reserved, the number and class or classes of shares of stock (or in
the case of a dividend of, or reclassification into, other equity
securities, those other securities) that would have been received
by the owner of an equal number of outstanding shares of Common
Stock as a result of the event requiring the adjustment. Comparable
rights shall accrue to each employee in the event of successive
subdivisions, consolidations, capital adjustments, dividends or
reclassifications of the character described above. Appropriate
adjustments shall also be made to pending Stock Awards. Except as
hereinbefore expressly provided, the issue by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants
to subscribe therefore, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then
subject to outstanding Stock Awards.

10.  Amendment or Termination of Plan. The Board may at any time
alter, suspend or terminate the Plan.





PAGE-5-


11.  Forfeitures. Notwithstanding any other provisions of this
Plan, if the Board finds by a majority vote after full
consideration of the facts that the employee, before or after
termination of his employment with the Company or its subsidiaries
for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course
of his employment by the Company or its subsidiaries, which conduct
damaged the Company or its subsidiaries, or disclosed trade secrets
of the Company or its subsidiaries, or (b) participated, engaged in
or had a financial or other interest, whether as an employee,
officer, director, consultant, contractor, shareholder, owner, or
otherwise, in any commercial endeavor in the United States which is
competitive with the business of the Company or its subsidiaries
without the written consent of the Company or its subsidiaries, the
employee shall forfeit all outstanding Stock Awards which are not
fully vested, including all rights related to such matters, and
including any performance based Stock Awards to which he may be
entitled, and other elections pursuant to which the Company has not
yet delivered a stock certificate. Clause (b) shall not be deemed
to have been violated solely by reason of the employee's ownership
of stock or securities of any publicly owned corporation, if that
ownership does not result in effective control of the corporation.
The decision of the Board as to the cause of the employee's
discharge, the damage done to the Company or its subsidiaries, and
the extent of the employee's competitive activity shall be final.
No decision of the Board, however, shall affect the finality of the
discharge of the employee by the Company or its subsidiaries in any
manner. To provide the Company with an opportunity to enforce this
Section, no certificate for Stock may be issued under this Plan
without the certification by the Board that no action forbidden by
this provision has been raised for their determination.

12.  Tax Withholding. The Company shall be entitled to deduct from
other compensation payable to each employee any sums required by
federal, state, or local tax law to be withheld with respect to the
grant, vesting, as appropriate, of an Stock Award. In the
alternative, the Company may require the employee (or other person
receiving the Stock Award) to pay the sum directly to the employer
corporation.

13.  Written Agreement. Each Stock Award granted hereunder shall be
embodied in a written agreement, which shall be subject to the
terms and conditions prescribed herein, and shall be signed by the
grantee and by an appropriate officer of the Company on behalf of
the Company. Each agreement shall contain other provisions which
the Board in its discretion shall deem advisable.

14.  Governing Law and Interpretation. This Plan shall be governed
by the laws of the state of Nevada. Headings contained in this Plan
are for convenience only and shall in no manner be construed as
part of this Plan.

15.  Effective Date of Plan. The Plan shall become effective as of
December 12, 2002 (the 'Effective Date') and shall terminate on the
1st anniversary of the Effective Date.


PAGE-6-



This registration statement is for the following awards under the
Plan:

Aldo Rotondi - Consulting Services           500,000
Stephen Brock - Consulting Services          500,000
Michael T. Williams, Esq. - Legal Services   250,000
Terence Channon - Technical Services          50,000

THIS  CONSULTING AGREEMENT (the "Agreement") made  by  and  between
Aldo  Rotondi, individually ("Consultant") and SuperiorClean,  Inc.
("Company").

  Services provided:  Advice to, undertake for and consult with the
Company  concerning  management, marketing,  consulting,  strategic
planning,  corporate organization and structure, sales  matters  in
connection with the operations of the business of the Company.

  Services previously provided:  None

THIS  CONSULTING AGREEMENT (the "Agreement") made  by  and  between
Stephen Brock, individually ("Consultant") and SuperiorClean,  Inc.
("Company").  This Consulting Agreement amends and restates in  its
entirety  that  certain Consulting Services Agreement  between  the
parties dated as of December 12, 2002 expiring December 11, 2003.

  Services provided:  Advice to, undertake for and consult with the
Company  concerning  management, marketing,  consulting,  strategic
planning,  corporate organization and structure, sales  matters  in
connection with the operations of the business of the Company.

   Services  previously provided:  Assistance by GoPublicToday.com,
Inc.  of  which Mr. Brock is principal in connection  with  certain
state, SEC and NASD filings.

THIS  SERVICES AGREEMENT (the "Agreement") dated February 25,  2003
expiring  December 11, 2003. is made by and between  SuperiorClean,
Inc.,  a  Colorado  corporation ("the  Company"),  and  Michael  T.
Williams, an individual resident of Florida ("Attorney")

     Services provided:  Legal Services as mutually agreed

     Services previously provided:  None

Consulting Agreement (the "Agreement") made by and between Terence
Channon, individually ("Consultant") and SuperiorClean, Inc.
("Company").

	Services provided:  web services design, hosting, email
 management, design.

	Services previously provided:  web services design, hosting,
 email management, design.


Item 2.  Registrant Information And Employee Plan Annual
Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


PAGE-7-



                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission  (the "Commission") by SuperiorClean, Inc.,  a  Nevada
corporation (the Company"), are incorporated herein by reference:

     (a)  The  registrant's Articles of Incorporation  filed  on
March 29, 2001;
     (b) The registrant's By-Laws filed on March 30, 2001;
     (c) The Company's Form 10-SB/12G Registration Statement filed
by the Company  under the Securities Exchange Act of 1934,  as
amended (the "Exchange Act"), with the Commission on May 13, 2002,
as amended thereafter;
     (d) The Forms 10-QSB quarterly reports of the Company for the
quarters ended  August  31, 2002 and November 30, 2002, and all
other reports  of  the
Company filed pursuant  to  Section 13(a) or 15(d) of the
Securities
Exchange Act of 1934 since the end of the fiscal year ended May 31,
2002; and
     (e)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

   10011-123 St. NW, Suite 2303
   Edmonton, Alberta, Canada  N7V 1X4
   (519) 541-1564

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the
Consultant, attorney and employees for services   provided  to the
Registrant.  Neither
the Registrant's  Accountants  nor any other  experts  named  in
the registration  statement has any equity or other interest  in
the Registrant, except that Michael T. Williams, Esq., principal
of Williams Law Group, P.A. will be issued 250,000 shares
hereunder.



PAGE-8-



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section  78.752  of  the Nevada Revised Statutes,  nor  does  the
Company   have  indemnification  agreements  with  any   of   its
directors, officers, employees or agents.

In  addition,  Section  78.751  of the  Nevada  Revised  Statutes
provides   as   follows:  78.751  Indemnification  of   officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with


PAGE-9-



the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or
other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.







PAGE-10-



6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,
unenforceable.

In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.1 Consulting Services Agreement between SuperiorClean, Inc. and
           Stephen Brock

     4.2 Consulting Services Agreement between SuperiorClean, Inc. and
           Aldo Rotondi

     4.3  -  Legal Services Agreement between SuperiorClean, Inc. and
           Michael T. Williams, Esq.

     4.4  2002 Stock Award Plan


PAGE-11-



     5.1  -  Opinion  of the Law Offices of Williams Law Group, P.A.

    23.1  -  Consent of the Law Offices of Williams Law Group, P.A.
            (included in Exhibit 5.1)

    23.2  -  Consent of Malone & Bailey, PLLC

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.

 (b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.
PAGE-12-

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer,  or controlling person in connection with the securities


PAGE-13-


being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.



                          SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in Edmonton,
Alberta, Canada, on this 25th day of  February,
2003.


                                SuperiorClean, Inc.



                              By:  /s/ Aldo Rotondi
                                 ----------------------------
                                 Aldo Rotondi, President






























PAGE-14-
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{"company-data": {"conformed-name": "SUPERIORCLEAN INC", "cik": "0001144392", "assigned-sic": "7200"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103778", "film-number": "03601524"}, "business-address": {"street1": "500 N RAINBOW", "street2": "STE 300", "city": "LAS VEGAS", "state": "NV", "zip": "89107", "phone": "3039333000"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                      SUPERIORCLEAN, INC.
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                         88-0492605
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

SEC File Number:  000-49815

 10011-123 St. NW, Suite 2303                N7V 1X4
   Edmonton, Alberta, Canada
-------------------------------            ----------
(Address of Principal Executive            (Zip Code)
           Offices)

Registrant's telephone number, including area code: (519) 541-1564

                      2002 Stock Award Plan
                    -------------------------
                    (Full title of the plans)

                    GoPublicToday.com, Inc.
                    1701 Valmora Street
                    Las Vegas, Nevada 89102
             ---------------------------------------
             (Name and address of agent for service)

                         702.248.4798
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

PAGE-1-

=====================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                 maximum   Maximum
                                offering  Aggregate   Amount of
   Title of       Amount to be    price    offering  registration
  securities
     to be         Registered   per unit    price        fee
  registered
---------------------------------------------------------------------

Common stock,      1,300,000     $0.05    $75,000        $7.00
par                  shares
value, $0.001
per share

---------------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked price of Common Stock of SuperiorClean, Inc. as reported on
the OTCBBr on February 25, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

A.  The  Company  is offering shares of its common stock  to various
individuals  for  consulting or legal services on  the  Company's behalf.
This  issuance  of  shares is being made pursuant  to  the
Company's 2002 Stock Award Plan, which provides the following:

            YEAR 2002 STOCK AWARD PLAN

1.  Purpose. This Year 2002 Stock Award Plan  (the 'Plan') of
SuperiorClean, Inc. (the 'Company'), for selected employees,
officers, directors and key consultants and advisors to the Company
is intended to advance the best interests of the Company by
providing personnel who have substantial responsibility for the
management and growth of the Company and its subsidiaries with
additional incentive by increasing their proprietary interest in
the success of the Company, thereby encouraging them to remain in
the employ of or provide consulting services to the Company or any
of its subsidiaries.

PAGE-2-

2.  Administration. The Plan shall be administered by the Board of
Directors of the Company (the 'Board') which shall keep the minutes
of its proceedings with regard to the Plan and all records,
documents, and data pertaining to its administration of the Plan. A
majority of the members of the Board shall constitute a quorum for
the transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought
before that meeting. In addition, the Board may take any action
otherwise proper under the Plan by the affirmative vote, taken
without a meeting, of a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the
members shall be as effective as if it had been made by a majority
vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the
determination of the Board. The actions of the Board in exercising
all of the rights, powers and authorities set out in this Plan,
when performed in good faith and in its sole judgment, shall be
final, conclusive, and binding on the parties.

3.  Shares Available Under the Plan. The stock subject the Stock
Awards shall be shares of the Company's Common Stock, without par
value, (the 'Common Stock'). The total number of shares of Common
Stock available under the Plan shall not exceed in the aggregate
2,300,000. Such shares may be treasury shares or authorized but
unissued shares.

4.  Eligibility. The individuals who shall be eligible to
participate in the Plan shall be any officer, director, employee,
consultant, advisor or other person providing key services to the
Company who are not engaged in any prohibited activity (hereinafter
such persons may sometimes be referred to as the 'Eligible
Individuals'). Prohibited Activity shall include the following:

     *    services rendered to the Company not in connection with
        a capital-raising or market making transaction;
     *    services directly or indirectly promote or maintain a
        market for the Company's securities;
     *    services by current or future auditors of the Company;
        and
     *    services in connection with a shell merger.

5.  Authority to Grant Stock Awards. The Board in its discretion
and subject to the provisions of the Plan may, from time to time,
grant to eligible individuals of the Company Stock Awards. The
Board may award and issue shares of Common Stock under the Plan to
an eligible individual ('Stock Award'). Stock Awards may be made in
lieu of cash compensation or as additional compensation. Stock
Awards may also be made pursuant to performance-based goals
established by the Board.

Subject only to any applicable limitations set forth in the Plan,
the number of shares of Common Stock covered by any Stock Award
shall be determined by the Board.

PAGE-3-

6.  Stock Awards.
(a)  Awards in Lieu of Compensation. The Board may grant Common
Stock to an Eligible Individual under the Plan, without any payment
by the individual, in lieu of certain cash compensation or as additional
compensation. The Stock Award is subject to appropriate tax
withholding. After compliance with the tax withholding
requirements, a stock certificate shall be issued to the individual
recipient of the Stock Award. The certificate shall bear such
legend, if any, as the Board determines is reasonably required by
applicable law. Prior to receipt of a Stock Award, the individual
must comply with appropriate requests of the Board to assure
compliance with all relevant laws.

(b)  Performance Based Awards. The Board may award shares of Common
Stock, without any payment for such shares, to designated
individuals if specified performance goals established by the Board
are satisfied. The designation of an employee eligible for a
specific performance-based Stock Award shall be made by the Board
in writing prior to the beginning of the twelve month period for
which the performance is measured. The Board shall establish the
number of shares to be issued to a designated employee if the
performance goal is met. The Board must certify in writing that a
performance goal has been met prior to issuance of any certificate
for a performance-based Stock Award to any employee. If the Board
certifies the entitlement of an employee to the performance-based
Stock Award, the certificate shall be issued to the employee as
soon as administratively practicable, and subject to other
applicable provisions of the Plan, including but not limited to,
all legal requirements and tax withholding. Performance goals
determined by the Board may be based on specified increases in net
profits, stock price, Company or segment sales, market share,
earnings per share, and/or return on equity.

7.  Registration.  The Company may, but shall not be obligated to,
register any securities covered by a Stock Award pursuant to the
1933 Act (as now in effect or as hereafter amended) and, in the
event any shares are registered, the Company may remove any legend
on certificates representing these shares. The Company shall not be
obligated to take any other affirmative action in order to cause
the Stock Award to comply with any law or regulation of any
governmental authority.

8.  Employment Obligation. The granting of any Stock Award shall
not impose upon the Company any obligation to employ or continue to
employ any grantee; and the right of the Company to terminate the
employment of any officer or other employee shall not be diminished
or affected by reason of the fact that a Stock Award has been
granted to him.

9.  Changes in the Company's Capital Structure. The existence of
outstanding Stock Awards shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds,

PAGE-4-

debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise. If the Company effects a subdivision or consolidation of
shares or other capital readjustment, the payment of a dividend in
capital stock or other equity securities of the Company on its
Common Stock, or other increase or reduction of the number of
shares of the Common Stock outstanding, without receiving
consideration therefore in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into
other equity securities of the Company, then: (a) the number, class
and per share price of shares of Common Stock subject to Stock
Awards hereunder shall be appropriately adjusted (or in the case of
the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Stock Awards shall
extend to such other securities) in a manner so as to entitle a
grantee to receive, for the same aggregate cash consideration, and
for an award of pending performance-based Stock Awards, the
same total number and class or classes of shares or in the case of
a dividend of, or reclassification into, other equity securities,
those other securities) he would have held after adjustment if the
Stock Award was earned, immediately prior to the event requiring
the adjustment, or, if applicable, the record date for determining
shareholders to be affected by the adjustment; and (b) the number
and class of shares then reserved for issuance under the Plan (or
in the case of a dividend of, or reclassification into, other
equity securities, those other securities) shall be adjusted by
substituting for the total number and class of shares of stock then
reserved, the number and class or classes of shares of stock (or in
the case of a dividend of, or reclassification into, other equity
securities, those other securities) that would have been received
by the owner of an equal number of outstanding shares of Common
Stock as a result of the event requiring the adjustment. Comparable
rights shall accrue to each employee in the event of successive
subdivisions, consolidations, capital adjustments, dividends or
reclassifications of the character described above. Appropriate
adjustments shall also be made to pending Stock Awards. Except as
hereinbefore expressly provided, the issue by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants
to subscribe therefore, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then
subject to outstanding Stock Awards.

10.  Amendment or Termination of Plan. The Board may at any time
alter, suspend or terminate the Plan.

PAGE-5-

11.  Forfeitures. Notwithstanding any other provisions of this
Plan, if the Board finds by a majority vote after full
consideration of the facts that the employee, before or after
termination of his employment with the Company or its subsidiaries
for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course
of his employment by the Company or its subsidiaries, which conduct
damaged the Company or its subsidiaries, or disclosed trade secrets
of the Company or its subsidiaries, or (b) participated, engaged in
or had a financial or other interest, whether as an employee,
officer, director, consultant, contractor, shareholder, owner, or
otherwise, in any commercial endeavor in the United States which is
competitive with the business of the Company or its subsidiaries
without the written consent of the Company or its subsidiaries, the
employee shall forfeit all outstanding Stock Awards which are not
fully vested, including all rights related to such matters, and
including any performance based Stock Awards to which he may be
entitled, and other elections pursuant to which the Company has not
yet delivered a stock certificate. Clause (b) shall not be deemed
to have been violated solely by reason of the employee's ownership
of stock or securities of any publicly owned corporation, if that
ownership does not result in effective control of the corporation.
The decision of the Board as to the cause of the employee's
discharge, the damage done to the Company or its subsidiaries, and
the extent of the employee's competitive activity shall be final.
No decision of the Board, however, shall affect the finality of the
discharge of the employee by the Company or its subsidiaries in any
manner. To provide the Company with an opportunity to enforce this
Section, no certificate for Stock may be issued under this Plan
without the certification by the Board that no action forbidden by
this provision has been raised for their determination.

12.  Tax Withholding. The Company shall be entitled to deduct from
other compensation payable to each employee any sums required by
federal, state, or local tax law to be withheld with respect to the
grant, vesting, as appropriate, of an Stock Award. In the
alternative, the Company may require the employee (or other person
receiving the Stock Award) to pay the sum directly to the employer
corporation.

13.  Written Agreement. Each Stock Award granted hereunder shall be
embodied in a written agreement, which shall be subject to the
terms and conditions prescribed herein, and shall be signed by the
grantee and by an appropriate officer of the Company on behalf of
the Company. Each agreement shall contain other provisions which
the Board in its discretion shall deem advisable.

14.  Governing Law and Interpretation. This Plan shall be governed
by the laws of the state of Nevada. Headings contained in this Plan
are for convenience only and shall in no manner be construed as
part of this Plan.

15.  Effective Date of Plan. The Plan shall become effective as of
December 12, 2002 (the 'Effective Date') and shall terminate on the
1st anniversary of the Effective Date.

PAGE-6-

This registration statement is for the following awards under the
Plan:

Aldo Rotondi - Consulting Services           500,000
Stephen Brock - Consulting Services          500,000
Michael T. Williams, Esq. - Legal Services   250,000
Terence Channon - Technical Services          50,000

THIS  CONSULTING AGREEMENT (the "Agreement") made  by  and  between
Aldo  Rotondi, individually ("Consultant") and SuperiorClean,  Inc.
("Company").

  Services provided:  Advice to, undertake for and consult with the
Company  concerning  management, marketing,  consulting,  strategic
planning,  corporate organization and structure, sales  matters  in
connection with the operations of the business of the Company.

  Services previously provided:  None

THIS  CONSULTING AGREEMENT (the "Agreement") made  by  and  between
Stephen Brock, individually ("Consultant") and SuperiorClean,  Inc.
("Company").  This Consulting Agreement amends and restates in  its
entirety  that  certain Consulting Services Agreement  between  the
parties dated as of December 12, 2002 expiring December 11, 2003.

  Services provided:  Advice to, undertake for and consult with the
Company  concerning  management, marketing,  consulting,  strategic
planning,  corporate organization and structure, sales  matters  in
connection with the operations of the business of the Company.

   Services  previously provided:  Assistance by GoPublicToday.com,
Inc.  of  which Mr. Brock is principal in connection  with  certain
state, SEC and NASD filings.

THIS  SERVICES AGREEMENT (the "Agreement") dated February 25,  2003
expiring  December 11, 2003. is made by and between  SuperiorClean,
Inc.,  a  Colorado  corporation ("the  Company"),  and  Michael  T.
Williams, an individual resident of Florida ("Attorney")

     Services provided:  Legal Services as mutually agreed

     Services previously provided:  None

Consulting Agreement (the "Agreement") made by and between Terence
Channon, individually ("Consultant") and SuperiorClean, Inc.
("Company").

	Services provided:  web services design, hosting, email
 management, design.

	Services previously provided:  web services design, hosting,
 email management, design.

Item 2.  Registrant Information And Employee Plan Annual
Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PAGE-7-

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission  (the "Commission") by SuperiorClean, Inc.,  a  Nevada
corporation (the Company"), are incorporated herein by reference:

     (a)  The  registrant's Articles of Incorporation  filed  on
March 29, 2001;
     (b) The registrant's By-Laws filed on March 30, 2001;
     (c) The Company's Form 10-SB/12G Registration Statement filed
by the Company  under the Securities Exchange Act of 1934,  as
amended (the "Exchange Act"), with the Commission on May 13, 2002,
as amended thereafter;
     (d) The Forms 10-QSB quarterly reports of the Company for the
quarters ended  August  31, 2002 and November 30, 2002, and all
other reports  of  the
Company filed pursuant  to  Section 13(a) or 15(d) of the
Securities
Exchange Act of 1934 since the end of the fiscal year ended May 31,
2002; and
     (e)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

   10011-123 St. NW, Suite 2303
   Edmonton, Alberta, Canada  N7V 1X4
   (519) 541-1564

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the
Consultant, attorney and employees for services   provided  to the
Registrant.  Neither
the Registrant's  Accountants  nor any other  experts  named  in
the registration  statement has any equity or other interest  in
the Registrant, except that Michael T. Williams, Esq., principal
of Williams Law Group, P.A. will be issued 250,000 shares
hereunder.

PAGE-8-

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section  78.752  of  the Nevada Revised Statutes,  nor  does  the
Company   have  indemnification  agreements  with  any   of   its
directors, officers, employees or agents.

In  addition,  Section  78.751  of the  Nevada  Revised  Statutes
provides   as   follows:  78.751  Indemnification  of   officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with

PAGE-9-

the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or
other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

PAGE-10-

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,
unenforceable.

In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.1 Consulting Services Agreement between SuperiorClean, Inc. and
           Stephen Brock

     4.2 Consulting Services Agreement between SuperiorClean, Inc. and
           Aldo Rotondi

     4.3  -  Legal Services Agreement between SuperiorClean, Inc. and
           Michael T. Williams, Esq.

     4.4  2002 Stock Award Plan

PAGE-11-

     5.1  -  Opinion  of the Law Offices of Williams Law Group, P.A.

    23.1  -  Consent of the Law Offices of Williams Law Group, P.A.
            (included in Exhibit 5.1)

    23.2  -  Consent of Malone & Bailey, PLLC

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.

 (b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.
PAGE-12-

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer,  or controlling person in connection with the securities

PAGE-13-

being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                          SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in Edmonton,
Alberta, Canada, on this 25th day of  February,
2003.

                                SuperiorClean, Inc.

                              By:  /s/ Aldo Rotondi
                                 ----------------------------
                                 Aldo Rotondi, President

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