SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SMITH R GREG

(Last)

(First)

(Middle)

103 COURAGEOUS DRIVE

(Street)

LEAGUE CITY

77573

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2004

3. Issuer Name and Ticker or Trading Symbol
FLEETCLEAN SYSTEMS INC [ ERFW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, CFO, Director

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$.001 par value common stock	194,667	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽²⁾⁽³⁾	07/29/2009	Common Stock	2,000,000	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. On August 1, 2004, R. Greg Smith was hired by the board of directors of ERF Wireless, Inc., a Nevada corporation, to serve as Chief Financial Officer and Chief Executive Officer and asked to join its board of directors. Further, Mr. Smith was appointed Chief Executive Officer and Chief Financial Officer of Fleetclean Systems, Inc., a Texas corporation (OTCBB "FLSY"), on August 14, 2004. On September 20, 2004, Fleetclean Systems, Inc. completed a merger agreement with ERF Wireless, Inc. with ERF Wireless, Inc., as the surviving entity, following a 1:75 reverse stock split and symbol change to ERFW. Prior to the merger and stock split Mr. Smith owned 200,000 shares of FLSY that following the stock split Mr. Smith's direct holdings became 2,667 shares. Under the Employment Agreement with ERF Wireless, Inc. dated August 1, 2004, Mr. Smith will earn 192,000 shares during his first year with 16,000 shares vesting per month.

2. On August 1, 2004, the board of directors granted R. Greg Smith options to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the twenty day moving average per share for the initial 20 days of trading following a reverse stock split of the common stock. The stock options vest depending upon the market capitalization of the company. 100,000 shares vest when the market capitalization exceeds $15,000,000; 200,000 shares vest when the market capitalization exceeds $25,000,000; 300,000 shares vest when the market capitalization exceeds $40,000,000; and 400,000 shares vest when the market capitalization exceeds $75,000,000.

3. On August 1, 2004, the board of directors granted R. Greg Smith certain incentive warrants to purchase up to 1,000,000 shares of common stock at an exercise price equal to 115% of the lowest five-day average closing price during the twelve months preceding the vesting event. The incentive warrants vest based upon the cumulative revenue of the company after August 1, 2004. 100,000 shares vest when cumulative revenue exceeds $1,000,000; 150,000 shares vest when cumulative revenue exceeds $5,000,000; 250,000 shares vest when cumulative revenues exceeds $10,000,000 and 500,000 shares when cumulative revenues exceed $25,000,000.

Remarks:

	R. Greg Smith	09/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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