SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)

   [X]      Quarterly  report  under  Section  13 or  15(d)  of  the  Securities
            Exchange Act of 1934 for the quarterly period ended March 31, 2004

   [ ]      Transition report under Section 13 or 15(d) of the Exchange Act
            for the transition period from __________ to __________.


                        Commission File Number: 000-31451
                                    ---------

                           CALIFORNIA CLEAN AIR, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)



             NEVADA                                              75-3090496
             ------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



           3790 VIA DE LA VALLE, SUITE 103, DEL MAR, CALIFORNIA 92014
          ------------------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (760) 494-6497
                                ----------------
                           (Issuer's telephone number)




  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    XX                  No
                              --------                  --------

As of March 31, 2004 , the number of outstanding  shares of the issuer's  common
stock, $0.001 par value, was 1,000,000 shares.


          TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [X]

Explanatory Note: The purpose of this amendment is to correct previous
accounting errors regarding acquisition of assets.



                                        1
<PAGE>
                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS ...............................................  3

         Consolidated Unaudited Balance Sheet as of March 31, 2004
                  and Audited Balance Sheet as of December 31, 2003..........  3

         Consolidated Unaudited Statements of Operations for the
                  Quarters ended March 31, 2004 and March 31, 2003...........  5

         Consolidated Unaudited Statements of Cash Flows for the
                  Quarters ended March 31, 2004 and March 31, 2003...........  6

         Notes to Consolidated Financial Statements..........................  7

                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................... 17

INDEX TO EXHIBITS............................................................ 17

SIGNATURES................................................................... 17



















                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                           CALIFORNIA CLEAN AIR, INC.
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                              AS OF              AS OF
                                         MARCH 31, 2004    DECEMBER 31, 2003
                                          (Unaudited)          (Audited)
                                         --------------    --------------
CURRENT ASSETS
   Cash                                   $      6,864      $      3,285
   Prepaid expenses                              2,838             1,417
                                         --------------    --------------
     TOTAL CURRENT ASSETS                        9,702             4,702


NET PROPERTY & EQUIPMENT                        91,236            96,296

OTHER ASSETS
   Deposits                                      6,083             6,649
                                         --------------    --------------
     TOTAL OTHER ASSETS                          6,083             6,649
                                         --------------    --------------
                  TOTAL ASSETS            $    107,021      $    107,647
                                         ==============    ==============



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
                                                AS OF              AS OF
                                            MARCH 31, 2004    DECEMBER 31, 2003
                                             (Unaudited)         (Audited)
                                             ------------      -------------
CURRENT LIABILITIES
   Accounts payable                          $    30,757       $     39,903
   Accrued payroll and payroll
         related liabilities                      44,689             25,860
   Accrued state minimum franchise taxes           2,400                800
   Capitalized lease obligation
      - current portion                            5,683              5,471
                                             ------------      -------------
     TOTAL CURRENT LIABILITIES                    83,529             72,034









        The accompanying notes are an integral part of these statements.
                                        3
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
                          CONSOLIDATED BALANCE SHEETS

                                               AS OF                AS OF
                                           MARCH 31, 2004     DECEMBER 31, 2003
                                            (Unaudited)           (Audited)
                                           --------------     -----------------
LONG-TERM LIABILITIES
     Capitalized lease obligation                 30,107                31,610
     Notes payable to related party              337,232               265,134
                                           --------------     -----------------
     TOTAL LONG-TERM LIABILITIES                 367,339               296,744
                                           --------------     -----------------
TOTAL LIABILITIES                                450,868               368,778

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock ($0.001 par value),
   20,000,000 shares authorized;
   4,000,000 shares issued & outstanding           4,000                 4,000

   Common stock ($0.001 par value),
   100,000,000 shares authorized;
   1,000,000 shares issued & outstanding           1,000                 1,000
   Retained earnings (deficit)                  (348,847)             (266,131)
                                           --------------     -----------------
   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)         (343,847)             (261,131)
                                           --------------     -----------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)             $     107,021      $        107,647
                                           ==============     =================




























        The accompanying notes are an integral part of these statements.
                                        4
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                               QUARTER ENDING    QUARTER ENDING
                                               MARCH 31, 2004    MARCH 31, 2003
                                                (Unaudited)        (Unaudited)
                                               --------------    --------------
SALES REVENUES                                  $     48,963      $          0
                                               --------------    --------------
Total Revenues                                        48,963                 0
                                               --------------    --------------
COST OF REVENUES                                      24,834                 0
                                               --------------    --------------
GROSS PROFIT                                          24,129                 0
                                               --------------    --------------
OPERATING COSTS
     Operating expenses                              106,452            16,980
     Depreciation expense                              5,060                 0
                                               --------------    --------------
Total Operating Costs                                111,512                 0
                                               --------------    --------------


                           CALIFORNIA CLEAN AIR, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                               QUARTER ENDING    QUARTER ENDING
                                               MARCH 31, 2004    MARCH 31, 2003
                                                (Unaudited)        (Unaudited)
                                               --------------    --------------
OPERATING INCOME (LOSS)                              (87,383)          (16,980)

ORDINARY (NON-OPERATING) INCOME (LOSS)                 4,667                 0
                                               --------------    --------------

INCOME (LOSS) BEFORE INCOME TAXES               $    (82,716)     $    (16,980)
                                               --------------    --------------

INCOME TAX (PROVISION) BENEFIT                             0                 0
                                               --------------    --------------

NET INCOME (LOSS)                               $    (82,716)     $    (16,980)
                                               --------------    --------------

BASIC EARNINGS (LOSS) PER SHARE                 $      (0.08)     $     (0.003)
                                               --------------    --------------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                         1,000,000         5,000,000
                                               --------------    --------------

DILUTED EARNINGS (LOSS) PER SHARE               $      (0.02)
                                               --------------
WEIGHTED AVERAGE OF DILUTED
 COMMON SHARES OUTSTANDING                         5,000,000
                                               --------------


        The accompanying notes are an integral part of these statements.
                                        5
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               QUARTER ENDING    QUARTER ENDING
                                               MARCH 31, 2004    MARCH 31, 2003
                                                (Unaudited)        (Unaudited)
                                               --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES

   NET INCOME (LOSS)                            $    (82,716)     $    (16,980)

   DEPRECIATION EXPENSE                                5,060

   (INCREASE) DECREASE IN PREPAID EXPENSES            (1,421)

   (INCREASE) DECREASE IN DEPOSITS                       566

   INCREASE (DECREASE) IN ACCOUNTS PAYABLE            (9,146)            7,100

   INCREASE (DECREASE) IN ACCRUED PAYROLL       $     18,829
         AND PAYROLL RELATED LIABILITIES

   INCREASE (DECREASE) IN ACCRUED STATE
         MINIMUM FRANCHISE TAXES                       1,600                10
                                               --------------    --------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                 (67,228)           (9,870)

CASH FLOWS FROM INVESTING ACTIVITIES

   NET SALE (PURCHASE) OF PROPERTY & EQUIPMENT             0                 0
                                               --------------    --------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES        0                 0

CASH FLOWS FROM FINANCING ACTIVITIES

  CHANGE IN CAPITALIZED LEASE OBLIGATIONS             (1,291)

  CHANGE IN NOTES PAYABLE TO RELATED PARTY            72,098            10,032
                                               --------------    --------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   70,807            10,032

    NET INCREASE (DECREASE) IN CASH                    3,579               162

    CASH AT BEGINNING OF QUARTER                       3,285                 0
    CASH AT END OF QUARTER                      $      6,864      $        162

    SUPPLEMENTAL CASH FLOW DISCLOSURES:

    CASH PAID DURING YEAR FOR INTEREST          $      1,407      $          0
    CASH PAID DURING YEAR FOR TAXES             $          0      $          0

        The accompanying notes are an integral part of these statements.
                                        6
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

GENERAL
-------
California  Clean Air, Inc.  (the  "Company")  was  originally  incorporated  in
Delaware on June 2, 2000, under the name of Breakthrough  Technology Partners I,
Inc. On December 17, 2002, the Company  reincorporated  in Nevada under the name
of California Clean Air, Inc.  pursuant to an Agreement and Plan of Merger.  The
sole  purpose for the merger was to change the  Company's  legal  domicile  from
Delaware to Nevada. From June 2, 2000, the date of original incorporation, until
August 21, 2003,  the Company was seeking a merger,  exchange of capital  stock,
participation in an asset acquisition,  or any other business combination with a
domestic or foreign  private  business and had not commenced any formal business
operations.  The Company was  considered  to be in the  development  stage,  and
accounted and reported its activities  using  Statement of Financial  Accounting
Standards No. 7, "Accounting and Reporting by Development Stage Enterprises". On
August 21, 2003, the Company's  subsidiary  began  operating its first test-only
vehicle emissions  inspection  facility and the Company was no longer considered
to be in the development  stage. The deficit  accumulated during the development
stage from June 2, 2000, (inception) through August 20, 2003, was $54,731 and is
included in retained  deficit in the Company's  consolidated  balance sheets for
the quarter  ending  March 31, 2004 and for the fiscal year ending  December 31,
2003.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.       ACCOUNTING METHOD
         -----------------
The Company  utilizes the accrual  method of  accounting  to prepare and present
financial statements,  which conform to generally accepted accounting principles
(GAAP). The Company has elected a December 31, year-end.

b.       BASIS OF CONSOLIDATION
         ----------------------
On November 21, 2002,  the Company  organized  Smog Centers of  California,  LLC
("Smog  Centers"),  an Oregon  limited  liability  company,  to own and  operate
test-only vehicle emissions inspection facilities in California.  The Company is
the sole member of Smog Centers, and owns title to all assets and liabilities of
the  consolidated  financial  statements.  Smog Centers  currently  operates two
test-only vehicle emissions inspection facilities.

c.       CASH EQUIVALENTS
         ----------------
The Company considers credit card sales receipts to be cash equivalents.

d.       PROPERTY AND EQUIPMENT
         ----------------------
Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Maintenance  and repairs,  as well as renewals for minor  amounts are charged to
expenses.  Renewals and betterments of substantial amounts are capitalized,  and
any replaced or disposed units are written off.



                                        7
<PAGE>
e.       PRE-PAID ASSETS
         ---------------
Prepaid  assets  are  comprised  of smog  testing  equipment  warranty  and smog
certificates.  Equipment warranty is represented net of accumulated  expense and
the expense is  recognized  using the  straight-line  method over the  remaining
warranty term.  Equipment warranty expense was approximately $851 and $0 for the
quarters  ending  March  31,  2004  and  March  31,  2003,  respectively.   Smog
certificates  are reflected at cost of the number of  certificates on hand as of
March 31, 2004.

f.       ADVERTISING
         -----------
The Company  expenses the cost of  advertising  as it is  incurred.  Advertising
expense was approximately  $25,361 and $0 for the quarters ending March 31, 2004
and March 31, 2003, respectively.

g.       ESTIMATES
         ---------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

h.       REVENUE RECOGNITION AND DEFERRED REVENUE
         ----------------------------------------
Smog Centers generates revenue through vehicle test-only emissions facilities in
the State of California  under the Smog Check II program.  Revenue is recognized
when a sale is made.

i.       EARNINGS PER SHARE
         ------------------
In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 2, 2000 (inception).

j.       INCOME TAXES
         ------------
The Company  accounts  for income  taxes using the asset and  liability  method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of "temporary  differences" by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.




                                        8
<PAGE>
k.       REPORTING CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
         --------------------------------------------------
The Company reports and displays  consolidated  comprehensive  income (loss) and
its components as separate amounts in the consolidated financial statements with
the same prominence as other financial statements. Consolidated comprehensive
income  (loss)  includes all changes in equity  during the quarter and year that
result  from  recognized  transactions  and other  economic  events  other  than
transactions with owners. There were no components of consolidated comprehensive
income to report for the  quarter  ending  March 31, 2004 or for the fiscal year
ending December 31, 2003.

l.       SEGMENT REPORTING
         -----------------
The Company reports information about operating segments and related disclosures
using Statement of Financial  Accounting  Standards No. 131,  "Disclosures About
Segments of An  Enterprise  and  Related  Information".  The  Company  views its
operations  and  manages its  business in  principally  one  segment,  test-only
vehicles emissions inspection facilities in the State of California.

m.       PRINCIPLES OF CONSOLIDATION
         ---------------------------
The consolidated  financial  statements include the accounts of California Clean
Air, Inc., (the parent company) and Smog Centers of California (the subsidiary).
The  subsidiary  is a wholly owned  subsidiary.  All  significant  inter-company
balances and transactions have been eliminated in consolidation.

NEW ACCOUNTING PRONOUNCEMENTS:

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of FASB Statement Nos. 4, 44 and 64, Amendment of FASB Statement No.
13, and  Technical  Corrections  ("SFAS  145").  Among  other  things,  SFAS 145
eliminates the  requirement  that gains and losses from the  extinguishments  of
debt be  classified  as  extraordinary  items.  SFAS 145 is effective for fiscal
years beginning after May 15, 2002, with early adoption permitted.  The adoption
of  SFAS  145 did not  have a  material  effect  on the  Company's  consolidated
financial statements for the fiscal year ending December 31, 2003 but did result
in the  recognition of ordinary  income for the quarter ending March 31, 2004 of
$6,153 from a write-off of company accounts payable.

In December 2002, the Financial  Accounting Standards Board issued SFAS No. 148,
"Accounting  for  Stock-Based  Compensation - Transition and  Disclosure"  (SFAS
148). SFAS 148 amends SFAS No. 123  "Accounting  for  Stock-Based  Compensation"
(SFAS 123), to provide  alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. SFAS 148 is effective for
fiscal  years  beginning  after  December  15,  2002.  The  interim   disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods beginning after December 15, 2002. The adoption of SFAS 148
did not have an effect on the Company's  consolidated  financial  statements for
the quarter ending March 31, 2004 or the fiscal year ending December 31, 2003.






                                        9
<PAGE>
NOTE 3. PROPERTY & EQUIPMENT

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Additions,  renovations,  and  improvements  are  capitalized.  Maintenance  and
repairs  which do not extend asset lives are expensed as incurred.  Depreciation
is provided on a straight-line basis over 5 years.  Depreciation expense for the
quarters ending March 31, 2004 and March 31, 2003 was $430 and $0, respectively.


NOTE 4.  CAPITALIZED LEASE OBLIGATION

Smog  Centers  entered into a  non-cancelable  lease for the purchase of vehicle
emission inspection equipment at its Escondido,  California facility in October,
2003.  Under the terms of the lease,  Smog  Centers is obligated to pay $899 per
month through October,  2008. The lease obligation has been capitalized  because
Smog  Centers has the option of  purchasing  the smog  testing  equipment at the
expiration  of the lease term for $1. Lease  payments  for the  quarters  ending
March 31,  2004 and March 31, 2003 were  $2,697 and $0,  respectively.  Interest
expense on the lease obligation for the quarters ending March 31, 2004 and March
31, 2003 was $1,406 and $0, respectively.

Aggregate  minimum future lease payments under the capitalized lease as of March
31, 2004 are:

                 2004 (April through December)                        8,091
                 2005                                                10,788
                 2006                                                10,788
                 2007                                                10,788
                 2008  (January through October)                      8,990
                                                          ------------------

           Total minimum lease payments                              49,445
           Less amount representing interest                         13,655
                                                          ------------------

           Present value of minimum lease payments                 $ 35,790
                                                          ==================

NOTE 5. OPERATING LEASE COMMITMENTS

Smog Centers  entered  into a  non-cancelable  assignment  of lease for the smog
station  premises  in Lemon  Grove,  California  which  requires  monthly  lease
payments  of  $1,500  through  July  1,  2006.   Smog  Centers  entered  into  a
non-cancelable  lease for the smog station  premises in  Escondido,  California,
which requires monthly payments of $1,500 through November 15 2006;  $1,700 from
November 15, 2006 through  November 14, 2007;  and $1,800 from November 15, 2007
through  November 14, 2008.  The Company has an option to extend the lease terms
for both locations for an additional five (5) years.

Aggregate  minimum  future lease  payments for the smog stations as of March 31,
2004, are:

                 2004 (April through December)                    $ 27,000
                 2005                                               36,200
                 2006                                               27,500
                 2007                                               20,600
                 2008                                               19,800
                                                          -----------------

           Total minimum lease payments                          $ 131,100
                                                          =================

Lease expense for the smog  stations for the quarters  ending March 31, 2004 and
March 31, 2003 were $9,000 and $0, respectively.

                                       10
<PAGE>
NOTE 6.  TRANSACTIONS WITH RELATED PARTIES

Daniel  M.  Smith,  husband  of one of our  controlling  shareholders,  and  our
President,  Stephen D. Wilson,  have advanced  $265,134 on behalf of the company
from inception through December 31, 2003. For the quarter ending March 31, 2004,
Mssrs.  Smith and  Wilson  advanced  $72,098,  for a total  amount  advanced  of
$337,232  through March 31, 2004.  These  advances were used for  administrative
expenses such as legal and accounting fees, smog station operating expenses, and
to acquire the smog station assets at the Company's  Lemon Grove  facility.  The
advances  are  reflected  as  "Payable  to  Related  Parties"  in the  Company's
financial  statements  and are  non-interest  bearing and due on demand.  Mssrs.
Smith and Wilson have agreed not to demand  repayment until sufficient funds are
available  from proceeds of the Company's  offering of its common stock pursuant
to an  effective  SB-2  Registration  Statement  or from  revenue  derived  from
operations.

NOTE 7. BASIC & DILUTED INCOME (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.  Diluted
earnings  (loss)  per common  share has been  calculated  based on the  weighted
average number of shares of common and preferred  stock  outstanding  during the
period.  The variance between basic and diluted weighted average is the addition
of preferred stock in the calculation of diluted weighted average per share.

                                              MARCH 31,          DECEMBER 31,
                                                2004                 2003
                                             (Unaudited)          (Audited)
                                        -------------------- -------------------
NET INCOME (LOSS)                       $           (82,716) $         (211,818)
BASIC EARNINGS (LOSS) PER SHARE         $             (0.08) $            (0.08)

                                        ==================== ===================
WEIGHED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                1,000,000           2,621,918
                                        ==================== ===================

DILUTED EARNINGS (LOSS) PER SHARE       $             (0.02) $            (0.03)

                                        ==================== ===================
WEIGHED AVERAGE NUMBER OF DILUTED
COMMON SHARES OUTSTANDING                         5,000,000           7,378,082
                                        ==================== ===================

As of March 31, 2004 no preferred  dividends  have been issued that would reduce
earnings available to common shareholders.

NOTE 8.  INCOME TAXES

Deferred income taxes consist of the following:

                                                  MARCH 31,     DECEMBER 31,
                                                    2004           2003
                                                 (Unaudited)     (Audited)
                                                -------------  -------------
    Deferred tax asset:
    Net operating loss carryover                $    349,065   $    266,349
                                                -------------  -------------
                                                     349,065        266,349
    Valuation allowance                             (349,065)      (266,349)
                                                --------------  -------------
    Net deferred income taxes                              0              0
                                                ==============  =============

                                       11
<PAGE>
NOTE 9.  ASSET PURCHASE

On August 21, 2003,  Smog Centers paid $60,000 to acquire  assets for use in its
smog  test-only  station  known  as  "Broadways  Smog  Check"  in  Lemon  Grove,
California.  The asset  acquisition  was  accounted  for as a  purchase  and the
purchase price was allocated to the acquired assets as follows:

    Fair value of smog-testing & station equipment              $  60,000
                                                          ----------------
    Cash paid                                                   $  60,000
                                                          ================

The results of  operations  of our Lemon  Grove  station  are  reflected  in the
Company's  consolidated  financial  statements  for the quarter ending March 31,
2004, and for the fiscal year ending December 31, 2003.

NOTE 10.  OPERATING SEGMENTS

                             FOR THE QUARTER                FOR THE YEAR
                           ENDED MARCH 31, 2004        ENDED DECEMBER 31, 2003
                               (Unaudited)                   (Audited)
                        --------------------------   ---------------------------
                         CALIFORNIA  SMOG CENTERS     CALIFORNIA   SMOG CENTERS
                         CLEAN AIR   OF CALIFORNIA    CLEAN AIR    OF CALIFORNIA
                        ------------ -------------   ------------ --------------
Total Revenue            $        0   $    48,963     $        0   $     27,503
Costs of Revenues                 0       (24,834)             0        (20,863)
                        --------------------------   ---------------------------
Gross Profit                      0        24,129              0          6,640

Total Operating Costs       (61,034)      (50,478)       (60,885)      (156,773)
                        --------------------------   ---------------------------
Operating Income (Loss)     (61,034)      (26,349)       (60,885)      (150,133)

Total Other Income (Loss)     4,667             0              0              0
                        --------------------------   ---------------------------
Income (Loss) Before
Income Tax And
Extraordinary items       $ (56,367)      (26,349)       (60,885)      (150,133)
                        ==========================   ===========================


NOTE 11.  STOCKHOLDERS' EQUITY

The stockholders'  equity section of the Company's financial statements contains
the following classes of capital stock as of March 31, 2004:

(A)  Preferred stock, $0.001 par value; 20,000,000 shares authorized;  4,000,000
     shares issued and outstanding;

(B)  Common stock, $ 0.001 par value;  100,000,000 shares authorized;  1,000,000
     shares issued and outstanding.






                                       12
<PAGE>
The Company is authorized to issue up to 100,000,000 shares of common stock. The
holders of common  stock are  entitled to one vote per share of common  stock on
all matters to be voted on by the  stockholders.  There are no cumulative voting
rights.  Subject  to  preferences  that  may be  applicable  to any  outstanding
preferred stock, the holders of common stock are entitled to receive  dividends,
if any,  as may be  declared  by the  board of  directors  out of funds  legally
available for dividends.  In the event of a liquidation,  dissolution or winding
up, the holders of common stock are entitled to share  ratably in the net assets
remaining  after  payment  in full of all of  liabilities,  subject to the prior
rights of preferred stock, if any, then outstanding.  There are no redemption or
sinking fund  provisions  applicable to the common stock.  As of March 31, 2004,
there were 1,000,0000 shares of common stock issued and outstanding.

The  Company  is  authorized  to issue up to  20,000,000  shares  of  designated
preferred  stock.  The board of  directors  has the  authority,  without vote or
action by the  stockholders,  to designate and issue  preferred  stock in one or
more series and to designate the number of shares,  and the rights,  preferences
and  privileges  of each  series,  any or all of which may be  greater  than the
rights of the common stock. It is not possible to state the actual effect of the
issuance  of any  additional  shares of  preferred  stock upon the rights of the
holders of common  stock until the board of  directors  determines  the specific
rights of the holders of the preferred stock. However, the effects might include
restricting  dividends  on the common  stock,  diluting  the voting power of the
common stock,  impairing  liquidation rights of the common stock and delaying or
preventing a change in control of the Company.

As of March 31,  2004,  there  were  4,000,000  shares  of Series A  Convertible
Preferred Stock issued and outstanding.  The holders of the Series A Convertible
Preferred  Stock  have  the  following  rights  and  preferences:  the  Series A
Preferred Stock is convertible into common stock on a one-for-basis,  subject to
adjustment for stock splits and similar  extraordinary  stock events; each share
of Series A  Preferred  Stock has ten (10) votes for each share of common  stock
into which the preferred  stock can be converted;  the Series A Preferred  Stock
votes with the common stock as a single class;  and the Series A Preferred Stock
is entitled to receive  dividends (1) upon the  commencement of operations of no
less than ten (10) vehicle  emissions test centers by Smog Centers;  (2) 800,000
shares  of the  Series  A  Preferred  Stock  will be each  entitled  to  receive
dividends as and when declared and paid on the common  stock;  (3) an additional
800,000  shares of Series A Stock will be each entitled to receive  dividends as
and when  declared  and paid on the common  stock for each  additional  ten (10)
vehicle  emissions test centers for which  operations  have  commenced,  up to a
total of fifty (50) such vehicle test centers;  and (4) the  liquidation  rights
will be subordinated to the outstanding common stock. The board of directors has
no present  plans to issue any  additional  preferred  stock in  addition to the
Series A Stock.


NOTE 12.  ISSUANCE OF SHARES FOR SERVICES - STOCK OPTIONS

The Company has a  non-qualified  stock  option  plan,  which  provides  for the
granting of options to key employees, consultants, and non-employee directors of
the Company.  These  issuances shall be accounted for based on the fair value of
the consideration  received or the fair value of the equity instruments  issued,
whichever is more readily  determinable.  The Company has elected to account for
the stock  option plan in  accordance  with  paragraph  30 of SFAS 123 where the
compensation  to employees  should be recognized over the period(s) in which the
related employee services are rendered.  In accordance with paragraph


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19 of SFAS 123 the fair value of a stock option  granted is  estimated  using an
option-pricing model. As of March 31, 2004 there were no stock options issued or
outstanding.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         BUSINESS ORGANIZATION & DESCRIPTION

We are in the business of owning and  operating  "test-only"  vehicle  emissions
inspection  facilities  under the Smog Check II program  adopted by the State of
California. As a result of the federal Clean Air Act of 1990, California adopted
the Smog  Check II  program,  which was  designed  to reduce  vehicle  emissions
pollution  through the  establishment  of emissions  inspection  facilities  and
mandating periodic emissions testing by all vehicle owners.  "Test-Only" vehicle
emissions inspection  facilities are privately-owned and operated stations which
are  authorized to conduct the emissions  test and are not permitted to make any
vehicle repairs.  We currently have two inspection  facilities  located in Lemon
Grove, California and Escondido, California.

California  Clean Air, Inc.  (the  "Company")  was  originally  incorporated  in
Delaware on June 2, 2000 under the name of Breakthrough  Technology  Partners I,
Inc. We never commenced any business under our original name. Effective December
17, 2002,  we  reincorporated  in Nevada  under our current name  pursuant to an
Agreement  and Plan of Merger with  California  Clean Air, Inc. The sole purpose
for the merger was to change our legal  domicile  from  Delaware to Nevada.  Mr.
Stephen D. Wilson is our President,  Chief Executive Officer and Chief Financial
Officer. We qualified to do business in California on August 26, 2003.

Smog Centers of  California,  LLC ("Smog  Centers"),  was organized as an Oregon
limited liability company on November 21, 2002, and registered to do business in
California  on December  10,  2002.  Through  Smog  Centers we intend to own and
operate smog check test-only stations, principally in Southern California and in
the Bay Area.  The  Company is the sole member of Smog  Centers,  and as such we
have  complete  control  over the  business.  Mr.  Wilson is the manager of Smog
Centers.

Our principal executive and administrative offices and those of Smog Centers are
located at 3790 Via de la Valle, Suite 103, Del Mar, California 92014.

         OUR SMOG CHECK TEST-ONLY STATIONS IN LEMON GROVE AND ESCONDIDO

On  September  11,  2003,  Smog  Centers  opened its first smog check  test-only
facility, located at 7310 Broadway in Lemon Grove, California.  Smog Centers had
previously   purchased  assets  including  exterior  signage,  BAR  manuals  and
publications, smog testing equipment, computer and telecommunications equipment,
and general office equipment for $60,000 in a cash  transaction  which closed on
August 21,  2003.  Smog  Centers  assumed  the  seller's  obligations  under the
existing lease, which has a remaining initial term through July 1, 2006, with an
option to renew for an  additional  term of five years.  The lease  payments are
$1,500 per month,  subject to an annual increase of 5%. Smog Centers  retained a
smog  technician  with  over 20 years of  experience  in the  emissions  testing
industry to perform the smog tests.  We charge a total of $58.60 for a smog test
for a vehicle that passes the  emissions  test,  which  includes  $49.75 for the
inspection fee, $8.25 for the smog  certificate (a pass-through  cost) and $ .60



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for the  transmission  fee to the Vehicle  Information  Database (a pass-through
cost).  If the vehicle does not pass the emissions  test, we only charge $50.35,
because the smog  certificate  is not issued.  We advertise  for the Lemon Grove
station in a weekly publication with discount coupons.

On November  26,  2003,  Smog  Centers  opened its second  smog check  test-only
facility,  located  at 555 West  Grand  Avenue in  Escondido,  California.  Smog
Centers  entered into a five-year lease for  approximately  1,028 square feet of
space, comprised of two automotive bays, located within the All Star Gas Station
which sits at a highly  visible  location  bordering  three  streets.  The lease
requires monthly  payments of $1,500,  with an annual increase of $100 per month
during the initial lease term.  The lease contains an option to extend the lease
term for an  additional  five  years.  Smog  Centers  also  leased  smog-testing
equipment  consisting of a BAR 97 Host Emissions Analyzer and a Low Profile Maha
Dynamometer for the facility.  The equipment lease requires  monthly payments of
$899 for 60 months and provides for an option to purchase the equipment at lease
expiration for one dollar.  Mr. Wilson has executed a personal guaranty with the
equipment lessor. We purchased  exterior signage,  BAR manuals and publications,
telecommunications  equipment,  general  office  equipment  and tools.  The smog
technician at our Escondido  station was initially  retained for our Lemon Grove
station.  He relocated to our  Escondido  station,  because his  residence is in
Escondido.  Smog  Centers  has  retained a new  technician  for the Lemon  Grove
station.  We charge a total of $58.60 for a smog test for a vehicle  that passes
the emissions test which includes  $49.75 for the inspection  fee, $8.25 for the
smog certificate (a pass-through cost) and $ .60 for the transmission fee to the
Vehicle Information Database (a pass-through cost). If the vehicle does not pass
the emissions test, we only charge $50.35,  because the smog  certificate is not
issued.  We advertise for the  Escondido  station in a weekly  publication  with
discount coupons.


         RESULTS OF OPERATIONS  FOR THE QUARTER ENDED MARCH 31, 2004 COMPARED TO
THE QUARTER ENDED MARCH 31, 2003:

Sales Revenues: Sales revenues for the first quarter of 2004 totaled $48,963, as
compared  to $0 for the  first  quarter  of 2003.  The  Company  attributes  the
increase in revenues to the  operations  of its two smog  test-only  stations in
Lemon Grove and Escondido.  The Lemon Grove station  generated  $30,254 in sales
revenues  for the first  quarter of 2004 (the  station's  second full quarter of
operation),  as compared to $19,842 in sales  revenues for the fourth quarter of
2003 (the  station's  first  full  quarter of  operation).  This  represents  an
increase of 52% in sales  revenues  for the Lemon Grove  station from the fourth
quarter of 2003 to the first quarter of 2004.  The Escondido  station  generated
$18,708 in sales  revenues for the first  quarter of 2004 (the  station's  first
full  quarter of  operation),  as compared to $3,640 in sales  revenues  for the
fourth  quarter of 2003.  This  represents an increase of 413% in sales revenues
for the Escondido  station from the fourth  quarter of 2003 to the first quarter
of 2004, but this comparison is not between full operating quarters.

Cost of Revenues:  Cost of revenues is comprised  of smog  technician  expenses,
Vehicle Information Database  transmission fees, and smog certificates.  Cost of
revenues for the first  quarter of 2004 totaled  $24,834,  as compared to $0 for
the first quarter of 2003.  The cost of revenues  increased  because the Company
operated two smog  stations in the first  quarter of 2004,  and had no operating
stations in the first quarter of 2003. Cost of revenues for the first quarter of
2004 equaled 51% of sales revenue.



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<PAGE>
Gross Profit: Gross profit is comprised of sales revenues less cost of revenues.
Gross  profit for the first  quarter of 2004  totaled  $24,129,  or 49% of sales
revenue, as compared to $0 for the first quarter of 2003 when the Company had no
sales revenues or cost of revenues.

Operating  Costs:  Operating  costs  consist  of  the  Company's  administrative
expenses,  and  smog  station  operating  expenses  including  depreciation  and
amortization.  Operating costs totaled $111,512 for the first quarter of 2004 as
compared to $16,980 for the first  quarter of 2003.  The  increase in  operating
costs is attributable to station  operations which were not present in the first
quarter of 2003,  and  administrative  expenses  for the Company  which were not
incurred when the Company was in the developmental stage.

Operating  Loss: The Company's  operating loss for the first quarter of 2004 was
$87,383 as compared to $16,980 for the first  quarter of 2003.  The  increase in
operating  loss is  attributable  station  operating  costs  and  administrative
expenses which were not incurred when the Company was in its development stage.

Ordinary (Non-Operating) Income: The Company recognized ordinary (non-operating)
income of $4,667 in the first  quarter  of 2004 as  compared  to $0 in the first
quarter  of 2003,  due to the  write-off  of  accounts  payable  of  $6,153  and
adjustments to income of ($1,486) to accurately  reflect asset  balances  during
the first quarter of 2004.

Net Loss Before Income Taxes: Net loss before income taxes represents  operating
loss plus ordinary  (non-operating)  income.  For the first quarter of 2004, our
net loss was $82,716 as compared to $16,980 for the first  quarter of 2003.  The
increase in the Company's net loss is attributable  to the  commencement of smog
station   operations  for  the  Lemon  Grove  and  Escondido   facilities,   and
administrative  activity  for  the  Company,  since  it  was  no  longer  in the
development  stage  during the first  quarter of 2004 as it was during the first
quarter of 2003.

Income Tax  Provision:  Due to the  Company's  net loss of $82,716 for the first
quarter of 2004 and $16,980 for the first  quarter of 2003,  the  provision  for
income tax for each of these quarters was $0.

Liquidity And Capital  Resources:  During the first quarter of 2004, the Company
used cash in operations of $67,228,  compared to $9,870 for the first quarter of
2003. The principal reason for the comparative first quarter increase of $57,358
in cash used in operations is  attributable  to the  Company's  commencement  of
business  operations in the third  quarter of 2003 and incurring  administrative
and smog station operating  expenses  relating thereto.  Prior to that time, the
Company was in its development stage and had no active operations,  and incurred
expenses primarily related to compliance. During the first quarter of 2004, cash
provided by financing  activities  totaled $70,807,  compared to $10,032 for the
first quarter of 2003. The comparative first quarter increase of $60,775 in cash
provided by  financing  activities  is  attributable  to a decrease of $1,291 in
capitalized lease  obligations  during the first quarter of 2004 and an increase
in notes payable to related party of $72,098 during the first quarter of 2004.


ITEM 3.  CONTROLS AND PROCEDURES.

Based on an evaluation of our disclosure controls and procedures as of March 31,
2004, we are satisfied as to the  effectiveness  of our disclosure  controls and
procedures,  as  Stephen  D.  Wilson,  our  President,  is  responsible  for


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the day-to-day  operations of our two smog check stations and also serves as our
Chief Financial Officer.

There was no significant change in the Company's internal control over financial
reporting that occurred during the fiscal quarter ending March 31, 2004 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

The following documents are filed as part of this report:

Exhibits.

INDEX TO EXHIBITS:

EXHIBIT
NO.      DESCRIPTION
---      -----------

15 *     Letter on Unaudited Interim Financial Information

16 *     Letter on Change In Certifying Accountant

31       Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         (Rules 13a-14 and 15d-14 of the Exchange Act)

32       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         (18 U.S.C. ss.1350)

* Previously filed.  Filed by reference.

Reports on Form 8-K.

Form 8-K filed by the Company on February 27, 2004,  pertaining to Item Nos. 4 &
7 regarding a change in the registrant's  certifying accountant and accompanying
letter.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date: June 28, 2004              CALIFORNIA CLEAN AIR, INC.

                                 By: /s/ STEPHEN D. WILSON
                                 President, Chief Executive Officer,
                                 Chief Financial Officer, Secretary