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,  2001

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


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

Commission  file  number:  000-27467

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


P.O. Box 727, 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, 2001 were $1,802,611

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 $468,262.   As of March 26, 2002 registrant
had  19,046,746  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, 2001, as filed with the Securities and Exchange Commission on
April 2, 2002, 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.

NAME                 AGE                    POSITION
---------------------------------------------------------------------------
Kenneth A. Phillips   57             Director and President
---------------------------------------------------------------------------
Jay G. Phillips       29  Director and Vice - President, Technical Services
---------------------------------------------------------------------------
Richard R. Royall     56                    Director
---------------------------------------------------------------------------
Kathryn M. Phillips   54             Secretary and Treasurer
---------------------------------------------------------------------------

     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 twelve 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 25 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


<PAGE>
     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.

ITEM 10.  EXECUTIVE COMPENSATION

     The following tables contain compensation data for the President of the
Company for the fiscal year ended December 31, 2001.  No other executive officer
or director received in excess of $100,000 in compensation during the fiscal
year ended December 31, 2001.

<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  2001        115,000                         15,000
                                2000         93,000                         20,500

                                1999         83,500                         55,000
</TABLE>

     Mr.  Phillips  restricted  stock awards consist of yearly grants of 500,000
shares of common stock for services rendered as President.  The values are based
on  the  closing  market  price  on  the date of grants of $.041, $.11, $.03 per
share,  for  fiscal  years  1999, 2000, and 2001, 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, 2001 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

     The following table sets forth, as of April 30, 2002 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                                   7,588,444(1)                               39.8%
Jay G. Phillips                                         664,971                                   3.5%
Richard R. Royall                                       362,500                                   1.9%

<PAGE>
All executive officers and directors as a
group (4 persons)                                     8,615,915                                  45.2%
</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.

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.


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


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

                                   Fleetclean Systems, Inc.



                                   By: /s/ Kenneth A. Phillips
                                      ------------------------------
                                      Kenneth A. Phillips, President


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


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



/s/ Kenneth A. Phillips     Chairman of the Board          May 16, 2002
-----------------------     and President
Kenneth A. Phillips


/s/ Jay G. Phillips         Director and Vice-President
-----------------------     Technical Service              May 16, 2002
Jay G. Phillips


/s/ Richard R. Royall       Director                       May 16, 2002
-----------------------
Richard R. Royall



<PAGE>