SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

                                       OR


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

                         Commission file number 0-23111

                           CALIFORNIA CLEAN AIR, INC.
                 (Name of Small Business Issuer in Its Charter)

           Nevada                                                23-3048624
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

         10345 SW 69th Avenue, Tigard, OR                  97223
     (Address of principal executive offices)           (Zip Code)

                    Issuer's Telephone Number: (503) 803-0300

      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, $.001 par value per share.
                                (Title of Class)


         Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes  X   No
          ---     ---

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this Form 10K-SB and such disclosure will not
be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part I or Part II of this
Form 10-KSB or any amendment to this Form 10-KSB.
                                                  ---

         The issuer's revenue for the 12 months ended December 31, 2002 was $0.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer as of December 31, 2002, was $0.

         The number of shares of the issuer's Common Stock outstanding as of
December 31, 2002 was 5,000,000.

         Transitional Small Business Disclosure Format. Yes       No  X
                                                            ---      ---
                       DOCUMENTS INCORPORATED BY REFERENCE

<PAGE>
                                PART I
Forward-Looking Statements

     This Form 10-KSB annual report may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our expectations or beliefs,
including but not limited to, statements concerning our operations, economic
performance, financial condition, growth and acquisition strategies,
investments, and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "might," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual results may
differ materially depending on a variety of important facts, including but not
limited to those risk factors discussed herein below.

ITEM 1.  DESCRIPTION OF BUSINESS.

The Company

     The Company was originally called Breakthrough Technology Partners I, Inc.,
and was incorporated on June 2, 2000 in the State of Delaware, to engage in any
lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions.

     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
("Reincorporation Merger").

     As a result of the Reincorporation Merger, the authorized capital stock of
the Company was increased to 100,000,000 shares of common stock, par value
$0.001 and 20,000,000 shares of preferred stock, par value $0.001. As of
December 31, 2002, 5,000,000 shares of common stock are issued and outstanding.
No shares of preferred stock have been issued.

     Upon the effectiveness of the Reincorporation Merger on December 20, 2002,
Daniel M. Smith resigned as President, Corporate Secretary and a director of the
Company. Stephen D. Wilson became President, Corporate Secretary and the sole
director of the Company upon Mr. Smith's resignation.

     The Company files periodic reports with the Securities and Exchange
Commission, including quarterly reports on Form 10Q-SB and annual reports on
Form 10K-SB. The public may read and copy any materials the Company files with
the Securities and Exchange Commission at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
the website is www.sec.gov.

     The Company's principal executive office is currently located at 10345 SW
69th Avenue, Tigard, OR 97223. The telephone number is (503)803-0300. The
facsimile number is (503)537-0994.
<PAGE>
General Business Plan

     On November 21, 2002, the Company organized Smog Centers of California,
LLC, an Oregon limited liability company ("Smog Centers"), for the purpose of
pursuing the Company's principal business activity as further described herein.
The Company is the sole member at this time of Smog Centers and Stephen D.
Wilson, the President of the Company, is the limited liability company manager
of Smog Centers.

     Smog Centers will be in the business of acquiring, owning and operating
"test-only" vehicles emissions inspection facilities under the Smog Check II
program adopted by the State of California. The "test-only" facilities are
privately-owned and operated and are licensed by the State of California to
perform only tests on motor vehicles and are prohibited from performing any
automotive repairs. Smog Centers intends to acquire the testing facilities from
existing owner-operators.

     As a result of the federal 1990 Clean Air Act and studies conducted by the
federal Environmental Protection Agency, the state of California has been
required to conduct smog check inspections with increasingly stronger
requirements for the control of automotive pollution. To implement this policy,
California created the "Smog Check II" program. The program required that
passenger vehicles older than four years in certain "Enhanced Areas" to have a
smog test every two years. Under the program, "Enhanced Areas" are cities in the
state with the poorest air quality. Currently, it is estimated that 60%-70% of
the population of California reside in these "Enhanced Areas".

     The California Bureau of Automobiles has established certain "test-only"
centers which are smog check centers which cannot perform vehicle repairs. The
"test-only" centers are allowed to conduct emissions tests; but in the event a
vehicle fails the test, the centers are not allowed to make repairs. It was
determined that independent "test-only" facilities were more effective in
reducing pollution than those operated by repair shops. The "test-only" system
was meant to curb fraud, in the form of either needless repairs or bribes.

     In 2001, 15% of automobiles in "Enhanced Areas", which is over one million
vehicles, were required to have emissions tests performed at "test-only"
facilities. The California Bureau of Automobiles indicated that the percentage
of automobiles in these "Enhanced Areas" that will be required to be inspected
at "test-only" facilities will increase from 15% in 2001 to 36% by the end of
2002.

     In 2003, the San Francisco Bay Area was designated by the California
legislature as one of the "Enhanced Areas" which will result in a significant
increase in the number of vehicles required to be tested at "test-only" centers.
The new Bay Area testing requirements will take effect once the test centers
have been established with all necessary diagnostic equipment. California
officials expect that the process of installing the testing infrastructure could
take about one year to complete. It is estimated that up to 4.5 million vehicles
in the nine-county Bay Area will be covered by the new requirements. Under the
new legislation, owners of vehicles less than six model- years old, up from the
current four, will likely be exempted from the biennial smog test.

     The Company believes that there is an attractive business opportunity in
the ownership and operation of the "test-only" smog control centers. The
Company will acquire the "test-only" facilities from existing owner-operators
who are interested in selling their respective sites. While the terms and
conditions of each acquisition will vary, the first site to be acquired is
likely to involve the following terms and conditions:

                  Purchase Price                      $175,000.00
                  Downpayment                          120,000.00

     The balance of $55,000 to be paid over a period of eight months with
interest on the unpaid balance to be negotiated. It is possible that the seller
will require that the unpaid balance be secured by certain collateral, such as
the facility and its other tangible assets.



     In most cases, the Company will be required to enter into a ground lease
with the owner of the real property upon which the facility sits. A typical
ground lease will be for a term of three to five years with payments ranging
from $700 to $1,500 per month. As with the acquisition of the facilities
themselves, the terms and conditions of the ground leases will vary with each
facility.

     At this time, the Company has not acquired any testing facility. It
continues to seek attractive sites for possible acquisition.

     The Company does not have any full or part-time employees at this time.
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently uses the offices of management at no cost
to the Company. Management has agreed to continue this arrangement until the
Company completes an acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the Company.

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

     On November 26, 2002, the then current shareholders of the Company, Daniel
M. Smith and Joy E. Livingston, who held all of the issued and outstanding
common stock of the Company, approved and authorized the Company to enter into
the Reincorporation Merger. The approval and authorization by the shareholders
was by consent action without a meeting pursuant to the Delaware Corporation
Law.

                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There is currently no public market for the Company's securities. The
Company does not intend to trade its securities in the secondary market until
completion of a public offering of its common stock. It is anticipated that
following such occurrence the Company will cause its common stock to be listed
or admitted to quotation on the NASD OTC Bulletin Board or the NASD BBXchange.

     There are currently two (2) stockholders of the Company's outstanding
common stock.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                                     NUMBER OF
DATE             NAME                                 SHARES      CONSIDERATION
--------------   --------------------------------    ---------    -------------

June 2, 2000     DotCom Internet Ventures Ltd.(1)    5,000,000        $500


-----------------
     (1) When the Company was known as Breakthrough Technology Partners I,
Inc., the shares were issued to DotCom Internet Ventures Ltd. in return for
services provided to the Company by DotCom Internet Ventures Ltd., in lieu of
cash. The Company relied upon Section 4(2) of the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder.
<PAGE>
     The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on the
Common Stock in the foreseeable future. The Company intends to
retain any earnings which it may realize in the foreseeable future
to finance its operations. Future dividends, if any, will depend on
earnings, financing requirements and other factors.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         Management's discussion and analysis should be read in conjunction with
the financial statements and the notes thereto.

RESULTS OF OPERATIONS
---------------------
Year ended December 31, 2002 compared to the year ended December 31, 2001:
-------------------------------------------------------------------------

         Since  inception,  the Company has not  commenced  any formal  business
operations  and has had no  income.  All  activities  since  inception  has been
devoted toward identifying business opportunities.  All expenses since inception
consists of organizational and regulatory compliance costs. Since inception,  an
individual,  considered to be a related party,  has directly paid for all costs.
There  can be no  assurances  that  this  individual  will  continue  to pay for
operating  expenses in the future.  However,  this  individual has agreed not to
demand  repayment  of  amounts he has paid for until  cash is  available  from a
merger,   capital  stock  exchange,   asset   acquisition,   or  other  business
combination, or from operations.

Revenues:
--------

         The Company had no revenues  for the years ended  December  31, 2002 or
2001.

Operating expenses:
------------------

         Operating  expenses  for the year ended  December  31, 2002  aggregated
$23,110  which  represented  a  decreased  of $3,311  compared to the year ended
December 31, 2001.  Operating expenses for the years ended December 31, 2002 and
2001 consisted of  organizational  and regulatory  compliance  costs provided by
outside professionals.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

         The Company had no assets as of December 31, 2002 or 2001.

         Liabilities  as of  December  31,  2002  consisted  of  payables  to an
individual,  considered to be a related  party,  which has directly paid for all
costs since inception and accrued state income taxes. Liabilities as of December
31, 2001 consisted only of payables to the related party.

ITEM 7.  FINANCIAL STATEMENTS.
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                     Years ended December 31, 2002 and 2001
                                    Contents



                                                                           Page
Report of Independent Auditor's............................................ F2

Consolidated Financial Statements:
   Balance sheets.......................................................... F3
   Statements of operations................................................ F4
   Statements of changes in net capital deficiency......................... F5
   Statements of cash flows................................................ F6
   Notes to financial statements...........................................F7-F9








































                                       F-1
<PAGE>
                         REPORT OF INDEPENDENT AUDITOR'S


To the Stockholders
California Clean Air, Inc.
(formerly Breakthrough Technology Partners I, Inc.)
(A Development Stage Enterprise)


We have audited the  consolidated  balance sheets of California  Clean Air, Inc.
(formerly  Breakthrough  Technology  Partners  I,  Inc.)  (a  development  state
enterprise) as of December 31, 2002, and the related consolidated  statements of
operations, changes in net capital deficiency, and cash flows for the years then
ended and for the cumulative activity during development stage from June 2, 2000
(inception) through December 31, 2002. These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of California Clean
Air, Inc.  (formerly  Breakthrough  Technology  Partners I, Inc.) (a development
stage  enterprise)  as of  December  31,  2002 and 2001 and the  results  of its
operations  and its cash flows for the years  then ended and for the  cumulative
activity during development stage June 2, 2000 (inception)  through December 31,
2002 in accordance with U.S. generally accepted accounting principles.





March 25, 2003
Portland, OR















                                      F-2
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                             December 31
                                                                                       ----------------------
                                                                                          2002         2001
                                         ASSETS                                        ---------    ---------
                                         ------
<S>                                                                                   <C>          <C>
Current assets                                                                        $        -   $        -
                                                                                       ---------    ---------
     Total current assets                                                                      -            -

Other assets                                                                                   -            -
                                                                                       ---------    ---------

                                                                                      $        -   $        -
                                                                                       =========    =========

                         LIABILITIES AND NET CAPITAL DEFICIENCY
                         --------------------------------------

Current liabilities -
   Accrued state taxes payable                                                        $       20   $        -
                                                                                       ---------    ---------
     Total current liabilities                                                                20            -

Payable to related party                                                                  49,531       26,421

Stockholders' equity:
   Preferred stock; $.001 par value; authorized 20,000,000 shares                              -            -
   Common stock; $.001 par value; authorized 100,000,000 shares;
    issued and outstanding 5,000,000 shares                                                5,000        5,000
   Deficit accumulated during development stage                                          (54,551)     (31,421)
                                                                                       ---------    ---------
     Net capital deficiency                                                              (49,551)     (26,421)
                                                                                       ---------    ---------

                                                                                      $        -   $        -
                                                                                       =========    =========

</TABLE>









                             See accompanying notes.
                                       F-3

<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                activity during
                                                                                                  development
                                                                                                     stage
                                                                                                 June 2, 2000
                                                                                                  (inception)
                                                                Years ended December 31             through
                                                           ----------------------------          December 31,
                                                                2002              2001               2002
                                                           ---------------  ----------------  -----------------
<S>                                                         <C>              <C>                  <C>
Operating expenses                                          $    23,110      $    26,421          $   50,031
                                                             ----------       ----------           ---------

Net loss from operations                                        (23,110)         (26,421)            (50,031)

Provision for income taxes - State of Oregon                         20                -                  20
                                                             ----------       ----------           ---------

Net loss                                                    $   (23,130)     $   (26,421)         $  (50,051)
                                                             ==========       ==========           =========


Net loss per common share                                   $    (.0046)     $    (.0053)         $   (.0100)
                                                             ==========       ==========           =========
</TABLE>























                             See accompanying notes.
                                       F-4

<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

          Consolidated Statements of Changes in Net Capital Deficiency

               June 2, 2000 (inception) through December 31, 2002
<TABLE>
<CAPTION>
                                                                                   Deficit
                                                                                 accumulated
                              Preferred stock             Common stock             during
                         ------------------------  -------------------------     development       Net capital
                           shares       amount         shares       amount          stage          deficiency
                         -----------  -----------  ------------  -----------  ----------------  ---------------
<S>                        <C>          <C>           <C>         <C>             <C>             <C>
Shares issued in exchange
  for
  services                     -        $   -         5,000,000   $    500        $        -      $      500
Effect of change in par
  value of capital
  stock                        -            -                 -      4,500            (4,500)              -
Net loss for the period
  from June 2, 2000
  (inception) through
  December 31, 2000            -            -                 -          -              (500)           (500)
                            ----         ----      ------------    -------         ---------       ---------

Balance at December 31,
  2000                         -            -         5,000,000      5,000            (5,000)              -

Net loss                       -            -                 -          -           (26,421)        (26,421)
                            ----         ----      ------------    -------         ---------       ---------

Balance at December 31,
  2001                         -            -         5,000,000      5,000           (31,421)        (26,421)

Net loss                       -            -                 -          -           (23,130)        (23,130)
                            ----         ----      ------------    -------         ---------       ---------

Balance at December 31,
  2002                         -        $   -         5,000,000   $  5,000        $  (54,551)     $  (49,551)
                            ====         ====      ============    =======         =========       =========
</TABLE>













                             See accompanying notes.
                                       F-5
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                activity during
                                                                                                  development
                                                                                                     stage
                                                                                                 June 2, 2000
                                                                                                  (inception)
                                                                Years ended December 31             through
                                                           ---------------------------------     December 31,
                                                                2002              2001               2002
                                                           ---------------  ----------------  -----------------
<S>                                                         <C>              <C>                <C>
Cash flows from operating activities:
   Net loss                                                 $   (23,130)     $   (26,421)       $   (50,051)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:
     Shares issued in exchange for services                           -                -                500
     Increase in accrued state income taxes                          20                -                 20
                                                             ----------       ----------         ----------
                                                                (23,110)         (26,421)           (49,531)
Cash flows from financing activities -
   Expenses paid by related party on behalf of Company           23,110           26,421             49,531
                                                             ----------       ----------         ----------

Net change in cash                                          $         -      $         -        $         -
                                                             ==========       ==========         ==========




Supplemental schedule of noncash financing activities
  - common stock issued in exchange for services            $         -      $         -        $       500
                                                             ==========       ==========         ==========
</TABLE>
















                             See accompanying notes.
                                       F-6

<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002

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 ("Reincorporation  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:  Since  inception,  the Company has not
         commenced any formal business operations.  The Company is considered to
         be in the  development  stage and therefore has adopted the  accounting
         and reporting standards of Statement of Financial  Accounting Standards
         No. 7, "Accounting and Reporting by Development Stage Enterprises".

         CASH EQUIVALENTS:  For purposes of the consolidated  statements of cash
         flows, cash equivalents include all highly liquid investments purchased
         with original maturities of three months or less.

         INCOME TAXES: 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 years 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



                                       F-7
<PAGE>
1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         INCOME  TAXES  (CONTINUED):  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  to  report  for  the  years  ended
         December 31, 2002 and 2001.

         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 5,000,000 for the
         years ended December 31, 2002 and 2001 and for the cumulative  activity
         during development stage June 2, 2000 (inception)  through December 31,
         2002.

         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  consolidated  financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Actual results could differ from those estimates.

2.       Transactions with related parties
         ---------------------------------

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

3.       Reincorporation merger
         ----------------------

         As a result of the Reincorporation Merger, the authorized capital stock
         of the Company was  increased to 20,000,000  shares of preferred  stock
         and  100,000,000  shares of common  stock and  changed the par value of
         each class of capital  stock from  $.0001 per share to $.001 per share.
         All share amounts have been restated in






                                       F-8
<PAGE>
3.       Reincorporation merger (continued)
         ----------------------------------

         the accompanying  consolidated  financial statements as a result of the
         Reincorporation Merger.

4.       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.

5.       Income taxes
         ------------
<TABLE>
<CAPTION>
         Deferred income taxes consisted of the following at December 31:
                                                                                            2002        2001
                                                                                        ----------   ---------
<S>                                                                                     <C>           <C>
         Deferred tax asset - business start-up and organizational
          expenditures                                                                  $   10,800    $  5,520

         Valuation allowance                                                               (10,800)     (5,520)
                                                                                         ---------     -------

            Net deferred income taxes                                                   $        -    $      -
                                                                                         =========     =======
</TABLE>

         Reconciliation  of income taxes computed at the Federal  statutory rate
         of 34% to the provision for income taxes is as follows:
<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                activity during
                                                                                                  development
                                                                                                     stage
                                                                                                 June 2, 2000
                                                                                                  (inception)
                                                                Years ended December 31             through
                                                           ---------------------------------     December 31,
                                                                2002              2001               2002
                                                           ---------------  ----------------  -----------------
<S>                                                          <C>               <C>              <C>
         Tax at statutory rates                              $  (7,857)        $ (8,983)        $  (17,017)
         Differences resulting from:
            Progressive tax rates                                4,390            5,020              9,512
            State taxes net of federal tax benefit              (1,793)          (1,482)            (3,275)
            Change in deferred tax valuation allowance           5,280            5,445             10,800
                                                              --------          -------          ---------

            Provision for income taxes                       $      20         $      -          $      20
                                                              ========          =======           ========
</TABLE>



                                       F-9
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                              PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
         ACT.

     The Company currently has one Director and Officer as
follows:

 Name                    Age         Positions and Offices Held
 ----                    ---         --------------------------
 Stephen D. Wilson       27          President, Chief Executive Officer,
                                     Corporate Secretary and Director


     Stephen D. Wilson has been President, Corporate Secretary and sole director
of the Company since Decemeber 20, 2002.

     From 1995-1997, Mr. Wilson was an Account Manager in the Portland, Oregon
office for Coca-Cola Enterprises. Since 1997, Mr. Wilson has owned and operated
a general construction company in the Portland, Oregon metropolitan area
specializing in up-scale custom homes. Mr. Wilson is also the President, Chief
Executive Officer and a director of Tessa Complete Health Care, Inc.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Stephen D. Wilson was delinquent in filing Form 3, Initial Statement of
Beneficial Ownership of Securities. Form 3 should have been filed no later than
December 30, 2002. Mr. Wilson filed on February 11, 2003. Mr. Wilson does not
hold any securities of the Company.

Indemnification of Directors and Officers

     The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Delaware, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

     INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION.

     No employment compensation is paid or anticipated to be paid by the
Company. The Company has no understandings or agreements, preliminary or
otherwise, in regard to executive compensation. Its sole director and officer,
Stephen D. Wilson, does not receive any compensation for his duties at this
time.

     The Company has no employment agreements with any persons. No retirement,
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of any employees.
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     The following table sets forth each person known by the Company as of the
date of this report to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors and
officers of the Company as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.


Name and Address                   Amount of Beneficial          Percentage
of Beneficial Owner                     Ownership                 of Class
-------------------                --------------------          ----------
Daniel M. Smith                         2,500,000                    50%
32700 N.E. Lesley Rd.
Newberg, OR 97132

Joy E. Livingston                       2,500,000                    50%
PMB-109  PO Box 439060
San Diego, CA 92143

Stephen D. Wilson                           0                         0%
10345 SW 69th Ave.
Tigard, OR 97223

All Executive Officers and
Directors as a Group (1 Person)             0                         0%
-----------------

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Board of Directors has passed a resolution which contains a policy that
the Company will not seek an acquisition or merger with any entity in which the
Company's officer, director or holder or their affiliates or associates serve as
officer or director or hold more than a 10% ownership interest. Management is
not aware of any circumstances under which this policy may be changed.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

     *   (2.0) Stock Purchase Agreement dated March 19, 2001 between Daniel M.
               Smith; Joy Livingston; Breakthrough Technology Partners I, Inc.;
               and DotCom Internet Ventures Ltd.

         (2.1) Agreement and Plan of Merger dated December 18, 2002 between
               Breakthrough Technology Partners I, Ltd. and California Clean
               Air, Inc.

     *   (3.1) Certificate of Incorporation of Breakthrough Technology Partners
               I, Inc.

         (3.2) Certificate of Incorporation of California Clean Air, Inc.

         (3.3) Amended and Restated Bylaws.

         (3.4) Articles of Organization of Smog Centers of California, LLC.

         (3.5) Operating Agreement of Smog Centers of California, LLC dated
               January 9, 2003.

         (4.0) Specimen Stock Certificates.


     * Incorporated herein by reference.

     (b) Reports on Form 8-K.

     On August 13, 2002, the Company filed a Current Report on Form 8-K in
connection with the certification of financial statements by Daniel M. Smith as
required under Section 906 of the Sarbanes-Oxley Act of 2002.
<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: March 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                              March 28, 2003
--------------------------
Stephen D. Wilson, President






























<PAGE>
                            FORM 10K-SB CERTIFICATION

         I, Stephen D. Wilson, certify that:

         1. I have  reviewed  this annual  report on Form  10K-SB of  California
         Clean Air, Inc;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
         untrue  statement  of  material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

         4. The registrant's other certifying officers and I are responsible for
         establishing  and maintaining  disclosure  controls and procedures ( as
         defined in Exchange  Act Rules 13a- 14 and  15d-14) for the  registrant
         and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's  auditors and
         the audit committee of the registrant's  board of directors ( or person
         performing the equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  date  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and




<PAGE>
         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
         this  annual  report  whether or not there are  significant  changes in
         internal  controls or other  factors  that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

         Date: March 28, 2003
                                    /s/ STEPHEN D. WILSON
                                    Title: President and Chief Executive Officer













































<PAGE>
                 STATEMENT OF CHIEF EXECUTIVE OFFICER REGARDING
            FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Stephen D. Wilson state and certify as follows:

         The financial statements filed with the report on Form 10-KSB for the
period ended December 31, 2002 fully comply with the requirements of Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information
contained in said periodic report fairly presents, in all material respects, the
financial condition and results of operations of California Clean Air, Inc.

         This Statement is submitted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



Dated: March 28, 2003                                  /s/ STEPHEN D. WILSON