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

                                  FORM 10-KSB/A
--------------------------------------------------------------------------------

[ X ]     AMENDMENT  NO.  1  TO ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES  EXCHANGE  ACT  OF  1934

                              For  the  fiscal  year  ended  December  31,  2002

[   ]     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934


                            FLEETCLEAN SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

Commission  file  number:  000-27467

               Texas                                    76-0196431
               -----                                    ----------
  (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                  Identification  No.)

  P.O.  Box 727, Hwy 834 East .7 miles, Hardin, Texas                   77561
  ---------------------------------------------------                   -----
     (Address  of  Principal  Executive  Office)                     (Zip Code)

                                  936-298-9835
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common
                                                                       Stock

Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [ X ]  No  [   ]

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

Issuer's revenues for the 12 months ended December 31, 2002 were $1,516,283

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant,  based  on  the  average  bid  and  ask  price on the OTC Electronic
Bulletin Board on March 26, 2002 was $317,275.   As of March 26, 2003 registrant
had  22,169,823  shares  of  Common  Stock  outstanding.


<PAGE>
     Fleetclean Systems, Inc., a Texas corporation (the "Company") hereby amends
Items 9, 10, 11, and 12 of its Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002, as filed with the Securities and Exchange Commission on
March 31, 2003, to add the additional information contained herein

                                    PART III

ITEMS 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Set forth in the following table are the names of the directors and each of
the executive officers and senior management, their respective positions and
ages, and the year each director was first elected. The members of the Board of
Directors of the Company serve until the next annual meeting of shareholders, or
until their successors have been elected and have been qualified. The executive
officers and senior management serve at the pleasure of the Board of Directors.
Additional information concerning each of these individuals follows the table.

<TABLE>
<CAPTION>
NAME                 AGE                      POSITION
-------------------  ---  -------------------------------------------------
<S>                  <C>  <C>
Kenneth A. Phillips   58  Director and President
-------------------  ---  -------------------------------------------------
Jay G. Phillips       30  Director and Vice - President, Technical Services
-------------------  ---  -------------------------------------------------
Richard R. Royall     56  Director
-------------------  ---  -------------------------------------------------
Kathryn M. Phillips   55  Secretary and Treasurer
-------------------  ---  -------------------------------------------------
</TABLE>

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

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

     Richard R. Royall has served as a Director since June 1996. Mr. Royall has
been a partner in the accounting firm of Royall & Fleschler, certified public
accountants, for the past thirteen years. Since April 1997, Mr. Royall has
served as Chief Financial Officer of Eagle Wireless International, Inc.

     Kathryn M. Phillips has served as the Company's Secretary and Treasurer
since the founding of the Company in 1986. Ms. Phillips is a graduate of Texas
Tech University and has for the past 26 years held positions in general business
accounting and controllership. From February 1986 until January 1997, Ms.
Phillips was plant controller for Akzo Nobel Chemical Co., and worked part-time
for the Company. Ms. Phillips has been a full-time employee of the Company since
January 1997.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own beneficially more than ten
percent of the common stock of the Company, to file reports of ownership and
changes of ownership with the Securities and Exchange Commission. Based solely
on the reports received by the Company and on written representations from
certain reporting persons, the Company believes that the directors, executive
officers, and greater than ten percent beneficial owners have complied with all
applicable filing requirements.


<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

     The following tables contain compensation data for the President of the
Company for the fiscal year ended December 31, 2002. No other executive officer
or director received in excess of $100,000 in compensation during the fiscal
year ended December 31, 2002.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                   ANNUAL
                                                   ------
       NAME AND PRINCIPAL POSITIONS     YEAR     COMPENSATION      LONG TERM COMPENSATION
       ----------------------------     ----     ------------  -----------------------------
                                                                          AWARDS
                                                   Salary ($)  Restricted stock award(s) ($)
                                                 ------------  -----------------------------
<S>                                  <C>         <C>           <C>

Kenneth A. Phillips, President          2002        114,000                   30,000

                                        2001        115,000                   15,000

                                        2000         93,000                   20,500
</TABLE>

     Mr. Phillips restricted stock awards consist of yearly grants of common
stock for services rendered as President. The values are based on the closing
market price on the date of grants of $.11, $.03, $.025 per share, for fiscal
year 2000, 2001, and 2002 respectively. The table above does not include
perquisites and other personal benefits in amounts of less than 10% of the total
annual salary and bonus of the named executive officer.

EMPLOYMENT  AGREEMENTS

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

STOCK  OPTIONS  AND  WARRANTS

     The Company did not issue any warrants or options, under its stock option
plan or otherwise, to its directors, officers, or employee during the year ended
December 31, 2002 for compensation. The Company's directors or executive
officers currently do not have any outstanding options or warrants.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

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

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


<PAGE>
<TABLE>
<CAPTION>
                                                  NUMBER OF SHARES OF
NAME AND ADDRESS OF BENEFICIAL OWNER        COMMON STOCK BENEFICIALLY OWNED   PERCENTAGE OF OWNERSHIP
------------------------------------------  --------------------------------  ------------------------
<S>                                         <C>                               <C>
Kenneth A. Phillips                                           10,711,521 (1)                     48.3%
Jay G. Phillips                                                     664,971                       3.0%
Richard R. Royall                                                   362,500                       1.6%
All executive officers and directors as a
group (4 persons)                                                11,738,992                      53.0%
</TABLE>

(1)  Includes 145,000 shares of common stock owned by Mr. Phillips son.

     The address of each person listed is the same as the address of the
Company's principal executive office, except for Mr. Royall whose business
address is 1010 Lamar Street #475, Houston, Texas 77002.

                      Equity Compensation Plan Information

     The following table gives information about the Company's common stock that
may be issued upon the exercise of options under its 2001 Stock Option Plan as
of December 31, 2002, which has been approved by the Company's stockholders, and
under compensation arrangements that were not approved by the Company's
stockholders.

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


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In October 1999, the Company issued Kenneth A. Phillips three warrants to
each purchase 83,333 shares of common stock at an exercise price of $.05 per
share expiring on December 15, 2000, 2001, and 2002, respectively, which were
exercised in July 2000. These warrants were issued as part of a loan agreement
between the Company and Kenneth A. Phillips, in which Mr. Phillips loaned the
Company $175,000 at an interest rate of 10% per annum due on demand. In July
2000, Kenneth A. Phillips converted this note, plus interest for 3,539,974
shares of common stock. In February 2002, the Company issued Royall & Fleschler,
Mr. Royall's accounting firm, 250,000 shares of common stock for services
rendered. In April 2000, the Company issued Kenneth A. Phillips 1,450,000 shares
of common stock for an aggregate purchase price of $290,000. In December 2000,
the Company issued Kenneth A. Phillips 487,804 shares of common stock for an
aggregate purchase price of $10,000, and issued 850,000 shares of common stock
to the Company's officers, directors, and employees as a bonus. In December
2001, the Company issued 600,000 shares of common stock to its officers as a
bonus. In June 2002, the Company issued Kenneth A. Phillips 1,923,077 shares of
restricted common stock for an aggregate purchase price of $25,000, and issued
1,200,000 shares of restricted common stock to Mr. Phillips as a bonus.


<PAGE>
                                   SIGNATURES
                                   ----------


     In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              Fleetclean  Systems,  Inc.



                              By: _________________________________
                                  Kenneth  A.  Philips,  President


                           ___________________________

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Signature                    Title                         Date
---------                    -----                         ----



______________________      Chairman  of  the  Board      April 30, 2003
Kenneth  A.  Philips        and  President


______________________      Director and Vice-President   April 30, 2003
Jay  G.  Phillips           Technical  Service


______________________      Director                      April 30, 2003
Richard  R.  Royall


                                        5
<PAGE>
CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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

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

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

Date:  April 30, 2003



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


                                        6
<PAGE>
                           CERTIFICATION  PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


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

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


/s/  Kenneth A. Phillips
---------------------------------
Kenneth A. Phillips, Chief Executive Officer and principal financial officer
April 30, 2003


                                        7