<PAGE>


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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
                  For the Fiscal Year Ended: DECEMBER 31, 2002
[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURIITES EXCHANGE
         ACT OF 1934
           For the transition period from ___________ to ___________
                           Commission File No. 1-13852

                        CET ENVIRONMENTAL SERVICES, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

<TABLE>
<S>                                                                    <C>
                       CALIFORNIA                                                    33-0285964
--------------------------------------------------------------         ------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification No.)

      7032 SOUTH REVERE PARKWAY, ENGLEWOOD, COLORADO                                    80112
      -----------------------------------------------                                 ---------
         (Address of Principal Executive Offices)                                     (Zip code)
</TABLE>


         Issuer's telephone number:  (720) 875-9115

         Securities registered pursuant to Section 12(b) of the Act:
         Title of single class:     Name of exchange on which registered:
         COMMON STOCK               AMERICAN STOCK EXCHANGE
         ------------               -----------------------

         Securities registered pursuant to Section 12(g) of the Act:  NONE

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

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

State issuer's revenues for its most recent fiscal year:      $2,356,000

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, of the average bid and asked price of such common equity, as of a
specified date within the past 60 days. As of March 6, 2003, the aggregate
market value of the Company's common stock held by non-affiliates was
approximately $920,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of March 6, 2003, 5,757,792 shares
of common stock were outstanding.

Transitional Small Business Disclosure Format (Check one):  YES       NO  X
                                                               -----    -----

                      DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report.


<PAGE>



                                     PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)      1.       The following financial statements are filed
                           herewith:


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                 <S>                                                               <C>
                 Report of Independent Certified Public Accountants                F-1 -  F-2
                 -----------------------------------------------------------------------------
                 Consolidated Balance Sheets                                       F-3 -  F-4
                 -----------------------------------------------------------------------------
                 Consolidated Statements of Operations                                    F-5
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                 Consolidated Statements of Stockholders' Equity                          F-6
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                 Consolidated Statements of Cash Flows                             F-7 -  F-8
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                 Notes to Consolidated Financial Statements                        F-9 - F-24
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                  2.       Schedules have been omitted because they are not
                           applicable, are not required or the information
                           required to be set forth therein is included in the
                           Consolidated Financial Statements or notes thereto.

                  3.       Exhibits.  The following exhibits are filed herewith:

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                           DESCRIPTION                                         LOCATION
---------------- ----------------------------------------------------- ---------------------------------------------
<S>              <C>                                                   <C>
      3.1        Amended and Restated Articles of Incorporation        Incorporated by reference to Exhibit 3.1 to
                                                                       the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

      3.2        Bylaws                                                Incorporated by reference to Exhibit 3.2 to
                                                                       the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.1        Incentive Stock Option Plan                           Incorporated by reference to Exhibit 10.1
                                                                       to the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.2        Form of Incentive Stock Option Agreement              Incorporated by reference to Exhibit 10.2
                                                                       to the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.3        Stock Purchase Agreement with AquaSource Services     Incorporated by reference to Exhibit 10.1
                 and Technologies, Inc.                                to the Company's report on Form 8K dated
                                                                       December 17, 1998.

     10.4        Administrative Agreement between United States        Incorporated by reference to Exhibit 10.1
                 Environmental Protection Agency and the Registrant    to Company's Form 10-Q for the nine months
                                                                       ended September 30, 1999.

     10.5        Asset Purchase and Assignment Agreement by and        Incorporated by reference to
                 between the Company and CAPE Environmental            Exhibit 10.16 to the Company's
                 Management, Inc.                                      Annual Report on Form 10-K for the year
                                                                       ended December 31, 1999.
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                           DESCRIPTION                                         LOCATION
---------------- ----------------------------------------------------- ---------------------------------------------
<S>              <C>                                                   <C>
     10.6        Lease Agreement by and between the Company and Sky     Incorporated by reference to
                 Harbor Associates Limited Partnership                  Exhibit 10.6 to the Company's
                                                                        Annual Report on Form 10-K for
                                                                        the year ended December 31, 1999.

     10.7        Line of Credit with Compass Bank                       Incorporated by reference to
                                                                        Exhibit 10.7 to the Company's
                                                                        Annual Report on Form 10-K for the year
                                                                        ended December 31, 2001.

     10.8        Amendment to the Lease Agreement by and between the    Previously Filed
                 Company and Sky Harbor Associates Limited Partnership

     10.9        Development Agreement with the City of Westminster,    Filed herewith electronically
                 CO.

     21          Subsidiaries of the Registrant                         Previously Filed

     23          Consent of Grant Thornton LLP                          Previously Filed
</TABLE>


(b)      Reports on Form 8-K.
         --------------------

         None.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           CET ENVIRONMENTAL SERVICES, INC.


Dated:  April 9, 2003                   By /s/ Steven H. Davis
                                           -------------------------------------
                                           Steven H. Davis
                                           President and Chief Executive Officer






<PAGE>



                                 CERTIFICATIONS

I, Steven H. Davis, certify that:

         1. I have reviewed this amendment to the annual report on Form 10-KSB
of CET Environmental Services, Inc.;

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

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

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

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

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

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

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

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

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

         6. The registrant's other certifying officers and I have indicated in
this annual report, as amended, whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated:  April 9, 2003                      /s/ Steven H. Davis
                                           -------------------------------------
                                           Steven H. Davis
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


<PAGE>



I, Dale W. Bleck, certify that:

         1. I have reviewed this amendment to the annual report on Form 10-KSB
of CET Environmental Services, Inc.;

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

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

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

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

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

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

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

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

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

         6. The registrant's other certifying officers and I have indicated in
this annual report, as amended, whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated:  April 9, 2003                            /s/ Dale W. Bleck
                                                 -------------------------------
                                                 Dale W. Bleck
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)


<PAGE>




                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                           CHIEF FINANCIAL OFFICER OF
                        CET ENVIRONMENTAL SERVICES, INC.
                       PURSUANT TO 18 U.S.C. SECTION 1350


         We certify that, to the best of our knowledge and belief, the Amendment
to the Annual Report on Form 10-KSB of CET Environmental Services, Inc. for the
period ending December 31, 2002:

         (1)      complies with the requirements of Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934; and

         (2)      the information contained in the Report, as amended, fairly
                  presents, in all material respects, the financial condition
                  and results of operation of CET Environmental Services, Inc.


   /s/ Steven H. Davis                                /s/ Dale W. Bleck
----------------------------                  ----------------------------------
Steven H. Davis                               Dale W. Bleck
Chief Executive Officer                       Chief Financial Officer
April 9, 2003                                 April 9, 2003



<PAGE>


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                           DESCRIPTION                                         LOCATION
---------------- ----------------------------------------------------- ---------------------------------------------
<S>              <C>                                                   <C>
      3.1        Amended and Restated Articles of Incorporation        Incorporated by reference to Exhibit 3.1 to
                                                                       the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

      3.2        Bylaws                                                Incorporated by reference to Exhibit 3.2 to
                                                                       the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.1        Incentive Stock Option Plan                           Incorporated by reference to Exhibit 10.1
                                                                       to the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.2        Form of Incentive Stock Option Agreement              Incorporated by reference to Exhibit 10.2
                                                                       to the Company's Form SB-2 Registration
                                                                       Statement No. 33-91602

     10.3        Stock Purchase Agreement with AquaSource Services     Incorporated by reference to Exhibit 10.1
                 and Technologies, Inc.                                to the Company's report on Form 8K dated
                                                                       December 17, 1998.

     10.4        Administrative Agreement between United States        Incorporated by reference to Exhibit 10.1
                 Environmental Protection Agency and the Registrant    to Company's Form 10-Q for the nine months
                                                                       ended September 30, 1999.

     10.5        Asset Purchase and Assignment Agreement by and        Incorporated by reference to
                 between the Company and CAPE Environmental            Exhibit 10.16 to the Company's
                 Management, Inc.                                      Annual Report on Form 10-K for the year
                                                                       ended December 31, 1999.

     10.6        Lease Agreement by and between the Company and Sky    Incorporated by reference to
                 Harbor Associates Limited Partnership                 Exhibit 10.6 to the Company's
                                                                       Annual Report on Form 10-K for
                                                                       the year ended December 31, 1999.

     10.7        Line of Credit with Compass Bank                      Incorporated by reference to
                                                                       Exhibit 10.7 to the Company's
                                                                       Annual Report on Form 10-K for the year
                                                                       ended December 31, 2001.

     10.8        Amendment to the Lease Agreement by and between the   Previously Filed
                 Company and Sky Harbor Associates Limited Partnership

     10.9        Development Agreement with the City of Westminster,   Filed herewith electronically
                 CO.

     21          Subsidiaries of the Registrant                        Previously Filed

     23          Consent of Grant Thornton LLP                         Previously Filed
</TABLE>