content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                Registration Statement Under The Securities Act of 1933
  
  
                                    KLEENAIR SYSTEMS, INC.
                 --------------------------------------------------
                 (Exact name of Registrant as specified in charter)
  
  
         NEVADA                                                  87-0431043
  State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                            Identification No.)
  
  
                               1711 Langley Avenue
                            Irvine, California 92614
             (Address of Principal Executive Officers)(Zip Code)
  
                             Lionel Simons, President
                               1711 Langley Avenue
                             Irvine, California 92614
                       (Name and address of agent for service)
  
                                   (949) 955-3492
            (Telephone number, including area code, of agent for service)
  
  
                      AMENDED 2001 EMPLOYEE STOCK COMPENSATION PLAN
                              (Full Title of the Plan)
  
  Copies of all communications to:
                                John Holt Smith, Esq.
                               Kelly Lytton & Vann LLP
                          1900 Century Park East, Suite 1450
                            Los Angeles, California 90067
                                   (310) 277-1250
  
                            CALCULATION OF REGISTRATION FEE
  ==========================================================================
                                     Proposed     Proposed
   Title of                           maximum     maximum
  securities          Amount         offering    aggregate       Amount of
    to be              to be           price      offering     registration
  registered        registered       per share     price            fee
  ----------        ----------       ---------    --------         ----
    Common           1,500,000         $0.20      $300,000(2)     $24.27
  (value, $.001       shares(1)
  per share)
  ==========================================================================
     (1) Includes an indeterminate number of additional shares that may be
  issued  pursuant  to the above employee  benefit plan as a result of any
  future stock split, stock dividend or similar adjustment.
  
     (2) Estimated   pursuant  to   Rule  457(c)   solely  for  purpose of
  calculating  the amount  of the registration fee, based upon the average
  of  the high and low prices reported on May 15, 2003, as reported on the
  OTC Bulletin Board.
  
                                     1
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following  documents are incorporated by reference in this
  registration statement of KleenAir Systems, Inc.:
  
     (a) Annual Report on Form 10-KSB for the year ended December 31,
         2002; and
  
     (b) Quarterly report on Form 10-QSB for quarter ended March 31, 2003;
  
  
       In addition, all documents subsequently filed pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this
  registration statement and to be a part hereof from the date of filing of
  such documents.
  
  
  Item 4. DESCRIPTION OF SECURITIES
  
       The Registrant's authorized capital stock consists of 50,000,000 shares
  of Common Stock, $.001 par value, of which 20,879,494 shares are issued and
  outstanding as of May 5, 2003.
  
       Subject to the rights of the holders of any series of preferred stock,
  the holders of Common Stock are entitled to receive dividends, if any, as
  may be declared from time to time by the Board of Directors in its
  discretion from funds legally available therefor. Upon liquidation or
  dissolution of the Registrant, the holders of Common Stock are entitled to
  receive a pro rata share of all assets available for distribution to
  stockholders after payment of all obligations of the Registrant including
  dividends and preferences attributed to any series of preferred stock. The
  shares of Common Stock have no cumulative voting rights or preemptive or
  other subscription rights and there are no conversion rights or redemption
  provisions with respect to such shares. The shares of Common Stock presently
  outstanding are validly issued, fully paid and non-assessable. Authorized
  Common Stock may be issued at any time and from time to time, in such
  amounts, and for such consideration as may be fixed by the Board of
  Directors of the Registrant.
  
  
  
  
  
                                     2
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The  validity of the securities that may be offered under the
  KleenAir Systems Amended 2001 Employee Stock Compensation Plan (the
  "Plan") will be passed upon for KAIR by John Holt Smith of Kelly Lytton
  & Vann LLP, Attorneys at Law, 1900 Avenue of the Stars, Suite 1450, Los
  Angeles, California 90067.
  
  
  Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
       The Nevada General Corporation Law (the "NGCL"), in general, allows
  corporations to indemnify their directors and officers against expenses
  actual and reasonable incurred in connection with a proceeding, if the
  person acted in good faith and in a manner the person reasonably believed to
  be in, or not opposed to, the best interests of the corporation. A
  corporation may not indemnify a director in connection with a proceeding by
  or in the right of the corporation in which the director was adjudged liable
  to the corporation unless and only to the extent that the court in which the
  action or suit was brought determines that in view of all the circumstances,
  the person is fairly and reasonably entitled to indemnity.
  
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  
  Item 8. EXHIBITS.
  
  
  Exhibit
  Number      Description
  --------    --------------
    4.6       Amended Employee Stock Compensation Plan dated May 23, 2003
  
    5.1       Opinion of Counsel regarding legality
  
   23.1       Consent of Independent Public Accountants
  
   23.2       Consent of Counsel (included in Exhibit 5.1)
  
  
  Item 9. UNDERTAKINGS.
  
          The undersigned registrant hereby undertakes:
  
          (1) To file,  during any period in which  offers and 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
  
          (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.
  
          (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the registrant'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.
  
          (5) Insofar as indemnification for liabilities under the Securities
  Act of 1933 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 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 Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all 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 Los Angeles, California, on the date below.
  
  
  
  DATED:  May 23, 2003                        KLEENAIR SYSTEMS, INC.
  
  
  
                                              By /s/ Lionel Simons
                                              ----------------------------
                                                Lionel Simons
                                                President
  
  
  
  
                                     4
  
       Pursuant  to  the  requirements  of the  Securities  Act of 1933, this
  Registration  Statement  has  been  signed by the following persons, in the
  capacities and on the dates respectively indicated.
  
  
  
  
  
  /s/  Lionel Simons                            Date:  May 23, 2003
  --------------------------------
  Lionel Simons
  Director and President
  
  
  /s/ Lester Berriman                           Date:  May 23, 2003
  ---------------------------------
  Lester Berriman, Assistant Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                       5
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metadata_filer: {"company-data": {"conformed-name": "KLEENAIR SYSTEMS INC", "cik": "0000789885", "assigned-sic": "3510", "irs-number": "870431043", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105591", "film-number": "03720912"}, "business-address": {"street1": "1711 LANGLEY AVENUE", "city": "IRVINE", "state": "CA", "zip": "92614", "phone": "949-955-3492"}, "mail-address": {"street1": "1711 LANGLEY AVENUE", "city": "IRVINE", "state": "CA", "zip": "92614"}, "former-company": [{"former-conformed-name": "INVESTMENT & CONSULTING INTERNATIONAL INC", "date-changed": "19940816"}, {"former-conformed-name": "CURRENTSEA", "date-changed": "19920703"}, {"former-conformed-name": "SOUTHERN LAND & EXPLORATION INC", "date-changed": "19910813"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                Registration Statement Under The Securities Act of 1933
  
                                    KLEENAIR SYSTEMS, INC.
                 --------------------------------------------------
                 (Exact name of Registrant as specified in charter)
  
         NEVADA                                                  87-0431043
  State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                            Identification No.)
  
                               1711 Langley Avenue
                            Irvine, California 92614
             (Address of Principal Executive Officers)(Zip Code)
  
                             Lionel Simons, President
                               1711 Langley Avenue
                             Irvine, California 92614
                       (Name and address of agent for service)
  
                                   (949) 955-3492
            (Telephone number, including area code, of agent for service)
  
                      AMENDED 2001 EMPLOYEE STOCK COMPENSATION PLAN
                              (Full Title of the Plan)
  
  Copies of all communications to:
                                John Holt Smith, Esq.
                               Kelly Lytton & Vann LLP
                          1900 Century Park East, Suite 1450
                            Los Angeles, California 90067
                                   (310) 277-1250
  
                            CALCULATION OF REGISTRATION FEE
  ==========================================================================
                                     Proposed     Proposed
   Title of                           maximum     maximum
  securities          Amount         offering    aggregate       Amount of
    to be              to be           price      offering     registration
  registered        registered       per share     price            fee
  ----------        ----------       ---------    --------         ----
    Common           1,500,000         $0.20      $300,000(2)     $24.27
  (value, $.001       shares(1)
  per share)
  ==========================================================================
     (1) Includes an indeterminate number of additional shares that may be
  issued  pursuant  to the above employee  benefit plan as a result of any
  future stock split, stock dividend or similar adjustment.
  
     (2) Estimated   pursuant  to   Rule  457(c)   solely  for  purpose of
  calculating  the amount  of the registration fee, based upon the average
  of  the high and low prices reported on May 15, 2003, as reported on the
  OTC Bulletin Board.
  
                                     1
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following  documents are incorporated by reference in this
  registration statement of KleenAir Systems, Inc.:
  
     (a) Annual Report on Form 10-KSB for the year ended December 31,
         2002; and
  
     (b) Quarterly report on Form 10-QSB for quarter ended March 31, 2003;
  
       In addition, all documents subsequently filed pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this
  registration statement and to be a part hereof from the date of filing of
  such documents.
  
  Item 4. DESCRIPTION OF SECURITIES
  
       The Registrant's authorized capital stock consists of 50,000,000 shares
  of Common Stock, $.001 par value, of which 20,879,494 shares are issued and
  outstanding as of May 5, 2003.
  
       Subject to the rights of the holders of any series of preferred stock,
  the holders of Common Stock are entitled to receive dividends, if any, as
  may be declared from time to time by the Board of Directors in its
  discretion from funds legally available therefor. Upon liquidation or
  dissolution of the Registrant, the holders of Common Stock are entitled to
  receive a pro rata share of all assets available for distribution to
  stockholders after payment of all obligations of the Registrant including
  dividends and preferences attributed to any series of preferred stock. The
  shares of Common Stock have no cumulative voting rights or preemptive or
  other subscription rights and there are no conversion rights or redemption
  provisions with respect to such shares. The shares of Common Stock presently
  outstanding are validly issued, fully paid and non-assessable. Authorized
  Common Stock may be issued at any time and from time to time, in such
  amounts, and for such consideration as may be fixed by the Board of
  Directors of the Registrant.
  
                                     2
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The  validity of the securities that may be offered under the
  KleenAir Systems Amended 2001 Employee Stock Compensation Plan (the
  "Plan") will be passed upon for KAIR by John Holt Smith of Kelly Lytton
  & Vann LLP, Attorneys at Law, 1900 Avenue of the Stars, Suite 1450, Los
  Angeles, California 90067.
  
  Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
       The Nevada General Corporation Law (the "NGCL"), in general, allows
  corporations to indemnify their directors and officers against expenses
  actual and reasonable incurred in connection with a proceeding, if the
  person acted in good faith and in a manner the person reasonably believed to
  be in, or not opposed to, the best interests of the corporation. A
  corporation may not indemnify a director in connection with a proceeding by
  or in the right of the corporation in which the director was adjudged liable
  to the corporation unless and only to the extent that the court in which the
  action or suit was brought determines that in view of all the circumstances,
  the person is fairly and reasonably entitled to indemnity.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  Item 8. EXHIBITS.
  
  Exhibit
  Number      Description
  --------    --------------
    4.6       Amended Employee Stock Compensation Plan dated May 23, 2003
  
    5.1       Opinion of Counsel regarding legality
  
   23.1       Consent of Independent Public Accountants
  
   23.2       Consent of Counsel (included in Exhibit 5.1)
  
  Item 9. UNDERTAKINGS.
  
          The undersigned registrant hereby undertakes:
  
          (1) To file,  during any period in which  offers and 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
  
          (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.
  
          (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the registrant'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.
  
          (5) Insofar as indemnification for liabilities under the Securities
  Act of 1933 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 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 Act and will be governed by the final
  adjudication of such issue.
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all 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 Los Angeles, California, on the date below.
  
  DATED:  May 23, 2003                        KLEENAIR SYSTEMS, INC.
  
                                              By /s/ Lionel Simons
                                              ----------------------------
                                                Lionel Simons
                                                President
  
                                     4
  
       Pursuant  to  the  requirements  of the  Securities  Act of 1933, this
  Registration  Statement  has  been  signed by the following persons, in the
  capacities and on the dates respectively indicated.
  
  /s/  Lionel Simons                            Date:  May 23, 2003
  --------------------------------
  Lionel Simons
  Director and President
  
  /s/ Lester Berriman                           Date:  May 23, 2003
  ---------------------------------
  Lester Berriman, Assistant Secretary
  
                                       5