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

                                  Form 10-QSB/A
                                 Amendment No. 1

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Quarterly Period Ended  September 30, 2003
                                                           ------------------

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934
      For the Transition Period from               to
                                     ------------    -------------


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

                           Commission File No. 0-23111

            Nevada                                            75-3090496
-------------------------------                             ---------------
(State or other jurisdiction of                            (I.R.S. Employer
         incorporation)                                 Identification Number)


               3790 Via de la Valle, Suite 103, Del Mar, CA 92014
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 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 [_]

The number of shares of the registrant's common stock, $0.0001 par value, as of
June 30, 2003: 5,000,000.



Explanatory Note: The purpose of this amendment is to correct previous
accounting errors regarding acquisition of assets.
<PAGE>
                                     PART 1
                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                          CALIFORNIA CLEAN AIR, INC.
                           Consolidated Balance Sheets
                             See accompanying notes.


                                                                 September 30,       December 31,
                                                                     2003                2002
                                                                ----------------  -----------------

<S>                                                             <C>               <C>
                                     ASSETS

Current assets -
   Cash                                                         $      992         $        -

Equipment, net of accumulated depreciation of $500                  59,500                  -

Other assets:
   Deposits                                                            566                  -
                                                                 ---------          ---------
     Total other assets                                                566                 -
                                                                 ---------          ---------

                                                                $   61,058         $        -
                                                                 =========          =========

                     LIABILITIES AND NET CAPITAL DEFICIENCY

Current liabilities:
   Accounts payable                                             $   15,353         $        -
   Accrued payroll                                                   6,000                  -
   Accrued state taxes payable                                          30                 20
                                                                 ---------          ---------
     Total current liabilities                                      21,383                 20

Payable to related parties                                         221,133             49,531

Net capital deficiency:
   Preferred stock;  $.0001 par value;  authorized  20,000,000
        shares;  issued and outstanding 4,000,000 shares             4,000                  -
   Common stock; $.0001 par value;  authorized  100,000,000
        shares; issued and outstanding 1,000,000 shares              1,000              5,000
   Retained deficit                                                (42,998)                 -
   Deficit accumulated during the development stage               (143,460)           (54,551)
                                                                 ---------          ---------
     Net capital deficiency                                       (181,458)           (49,551)
                                                                 ---------          ---------

                                                                $   61,058         $        -
                                                                 =========          =========
</TABLE>



                             See accompanying notes

<PAGE>
<TABLE>
<CAPTION>
                           CALIFORNIA CLEAN AIR, INC.
                      Consolidated Statements of Operations


                                        Three months ended               Nine months ended
                                           September 30                    September 30
                                     -------------------------     ----------------------------
                                         2003          2002             2003            2002
                                     ------------  -----------     --------------  ------------

<S>                                  <C>             <C>            <C>             <C>
Sales                                $     3,334     $      -       $      3,334    $        -
Cost of goods sold                         6,054            -              6,054             -
                                      ----------      -------        -----------     ---------
Gross loss                                (2,720)           -             (2,720)            -
Operating expenses                        82,747        2,491            125,279        23,975
                                      ----------      -------        -----------     ---------
Net loss from operations                 (85,467)      (2,491)          (127,999)      (23,975)
Provision for income taxes                     -            -                 10            10
                                      ----------      -------        -----------     ---------

Net loss                             $   (85,467)    $ (2,491)      $   (128,009)   $  (23,975)
                                      ==========      =======        ===========     =========



Net loss per common share            $     (.087)    $  (.002)      $      (.128)   $    (.024)
                                      ==========      =======        ===========     =========
</TABLE>


























                             See accompanying notes
<PAGE>
<TABLE>
<CAPTION>
                           CALIFORNIA CLEAN AIR, INC.
                      Consolidated Statements of Cash Flows

                                                        Three months ended               Nine months ended
                                                           September 30                    September 30
                                                    --------------------------     ----------------------------
                                                         2003          2002             2003            2002
                                                    -------------  -----------     --------------  ------------
<S>                                                 <C>            <C>             <C>             <C>
Cash flows from operating activities:
   Net loss                                          $   (85,467)    $ (2,491)      $   (126,907)   $  (13,119)
   Adjustments to reconcile net loss to net cash
    used for operating activities:
     Depreciation                                            500            -                500             -
     Amortization of goodwill                                 56            -                 56             -
     Changes in liabilities:
       Accounts payable                                    8,253        1,775             15,353         1,775
       Accrued payroll                                     6,000            -              6,000             -
       Accrued state income taxes                              -            -                 10            10
                                                      ----------      -------        -----------     ---------
                                                         (19,253)        (716)           (26,363)      (11,334)

Cash flows from investing activities:
   Cash paid for acquisition                             (55,000)           -            (60,000)            -
   Deposits paid                                            (566)           -               (566)            -
                                                      ----------      -------        -----------     ---------
                                                         (55,566)           -            (60,566)            -

Cash flows from financing activities:
   Advances from, or expenses paid on behalf of the
    Company directly by, related parties                (127,165)         716           (166,603)       11,334
                                                      ----------      -------        -----------     ---------

Net change in cash                                           885            -                992             -

Cash at beginning of period                                  107            -                  -             -
                                                      ----------      -------        -----------     ---------

Cash at end of period                                $       992     $      -       $        992    $        -
                                                      ==========      =======        ===========     =========

</TABLE>















                             See accompanying notes
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.

                   Notes to Consolidated Financial Statements
                               September 30, 2003


1.       Summary of Significant Accounting Policies
         ------------------------------------------

         Company:  California  Clean Air, Inc. (the  "Company")  was  originally
         incorporated  in the  State  of  Delaware  as  Breakthrough  Technology
         Partners  I, Inc.  on June 2,  2000 to serve as a  vehicle  to affect a
         merger, exchange capital stock, participate in an asset acquisition, or
         any other  business  combination  with a domestic  or  foreign  private
         business.

         Effective December 20, 2002, the Company changed its state of
         incorporation and legal domicile to the State of Nevada and
         simultaneously changed its name to California Clean Air, Inc. The
         change of legal domicile and change of name occurred pursuant to an
         Agreement and Plan of Merger dated December 18, 2002 between the
         Company and California Clean Air, Inc., a Nevada corporation.

         Basis of consolidation: On November 21, 2002, the Company organized
         Smog Centers of California, LLC ("Smog Centers"), an Oregon limited
         liability company. California Clean Air, Inc. is the sole owner of Smog
         Centers. Smog Centers was organized to acquire, own and operate
         test-only vehicles emissions inspection facilities in the State of
         California under their Smog Check II program.

         The consolidated financial statements include the accounts of
         California Clean Air, Inc. and Smog Centers. All intercompany accounts
         and transactions have been eliminated.

         Development stage enterprise: From inception through August 21, 2003,
         the Company had not commenced any formal business operations. The
         Company was considered to be in the development stage and therefore
         adopted the accounting and reporting standards of Statement of
         Financial Accounting Standards No. 7, "Accounting and Reporting by
         Development Stage Enterprises". Effective August 22, 2003, the Company
         was no longer considered to be in the development stage.

         Interim reporting: The Company's year end for accounting and tax
         purpose is December 31. In the opinion of Management, the accompanying
         consolidated financial statements as of September 30, 2003 and 2002 and
         for the three and six months then ended contain all adjustments,
         consisting of only normal recurring adjustments, except as noted
         elsewhere in the notes to the consolidated financial statements,
         necessary to present fairly its financial position, results of its
         operations and cash flows. The results of operations for the three and
         six months ended September 30, 2003 and 2002 are not necessarily
         indicative of the results to be expected for the full year.

         Equipment: Equipment consists of vehicle emission inspection equipment
         and is carried at fair value or cost. Depreciation is computed using
         the straight-line method over the estimated useful live of five years.
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.

                   Notes to Consolidated Financial Statements
                               September 30, 2003


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         Stock based compensation: The Company accounts for stock based
         compensation under Statement of Financial Accounting Standards No. 123
         ("SFAS 123"). SFAS 123 defines a fair value based method of accounting
         for stock based compensation. However, SFAS 123 allows an entity to
         continue to measure compensation cost related to stock and stock
         options issued to employees using the intrinsic method of accounting
         prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"),
         "Accounting for Stock Issued to Employees". Entities electing to remain
         with the accounting method of APB 25 must make pro forma disclosures of
         net income and earnings per share, as if the fair value method of
         accounting defined in SFAS 123 had been applied. The Company has
         elected to account for its stock based compensation to employees under
         APB 25.

         Income taxes: The Company accounts for income taxes under Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes"
         ("SFAS 109"). Under SFAS 109, income taxes are provided on the
         liability method whereby deferred tax assets and liabilities are
         recognized for the expected tax consequences of temporary differences
         between the tax bases and reported amounts of assets and liabilities.
         Deferred tax assets and liabilities are computed using enacted tax
         rates expected to apply to taxable income in the periods in which
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities from a change in tax
         rates is recognized in income in the period that includes the enactment
         date. The Company provides a valuation allowance for certain deferred
         tax assets, if it is more likely than not that the Company will not
         realize tax assets through future operations.

         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
         year that results from recognized transactions and other economic
         events other than transactions with owners. There were no components of
         consolidated comprehensive income (loss) to report for the three and
         six months ended September 30, 2003 and 2002.

         Net loss per share: Net loss per share is computed by dividing net loss
         by the weighted average number of shares outstanding during the period.
         The weighted average number of shares outstanding was 1,000,000 for the
         three and six months.
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.

                   Notes to Consolidated Financial Statements
                               September 30, 2003


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         Net loss per share (continued): ended September 30, 2003 and 2002. The
         Company's Series A Convertible Preferred Stock is not considered to be
         a common stock equivalent as the effect on net loss per share would be
         anti-dilutive.

         Use of estimates: The preparation of consolidated financial statements
         in conformity with U.S. 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.

2.       Asset Purchase
         On August 21, 2003, Smog Centers purchased smog-testing assets.  Smog
         Centers paid $60,000 for the assets.

         The acquisition can be summarized as follows:
            Fair value of vehicle emission inspection equipment    $   60,000
                                                                    ---------
           Cash paid                                               $   60,000
                                                                    =========

<PAGE>
                           CALIFORNIA CLEAN AIR, INC.

                   Notes to Consolidated Financial Statements
                               September 30, 2003


3.       Transactions with related parties
         The Company's operating expenses since inception, consisting
         principally of professional services, has been paid for by individuals
         considered to be related parties. The advances are non-interest bearing
         and due on demand; however, the individuals have agreed not to demand
         repayment until cash is available from a merger, capital stock
         exchange, asset acquisition, or other business combination, or from
         operations.

4.       Preferred Stock
         On May 29, 2003, shareholders who owned 4,000,000 shares of the
         Company's common stock agreed to exchange their shares for 4,000,000
         shares of the Company's Series A Convertible Preferred Stock.

         The Company's preferred stock may be voting or have other rights and
         preferences as determined from time to time by the Board of Directors.

<PAGE>
ITEM 2.           PLAN OF OPERATION

         The Company is 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. The Company conducts its business through its
affiliate, Smog Centers of California, LLC, of which the Company is the sole
member. The President of the Company, Stephen D. Wilson, is the manager of Smog
Centers of California, LLC.

         "Test-only" emissions inspection facilities are privately-owned and
operated stations which are authorized and licensed by the State of California
Bureau of Automotive Repair to conducts emissions test only and are not
authorized to make any vehicle repairs.

ITEM 3.           CONTROLS AND PROCEDURES

         The Company's President and Chief Executive Officer is satisfied with
the effectiveness of the Company's internal controls and procedures, as defined
in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934 based on
an evaluation of said controls and procedures.

                                     PART II

                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  The Company is not the subject of any legal proceedings.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  There have been no changes or modifications in the Company's
securities.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  There has been no default upon senior securities.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  No matters were submitted to a vote of the security holders
                  during the quarterly period covered by this report.

ITEM 5.           OTHER INFORMATION.

         The Company, through its wholly-owned subsidiary, Smog Centers of
California LLC, purchased smog-testing assets. The purchase price was $60,000.
The purchase was closed on August 21, 2003, with payment in full made at the
closing.
<PAGE>
ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  10.1     Asset Acquisition Agreement dated August 21, 2003 is
                           incorporated by reference.

                  32       Certification required by Rule 13a-14(a).

                  32.1     Certification required by Rule 13a-14(b)

         (b)      8-K Reports

                  A report was filed August 28, 2003 on Form 8-K describing the
                  acquisition of the asasets of Broadway Smog Check station.
<PAGE>
                              SIGNATURES

     In accordance with 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.


                            CALIFORNIA CLEAN AIR, INC.

                            By: /s/ STEPHEN D. WILSON
                            -----------------------------------
                            Stephen D. Wilson
                            President

                            Date: June 28, 2003


     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/ STEPHEN D. WILSON                              June 28, 2003
--------------------------
Stephen D. Wilson, President