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

                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                 (Name of Small Business Issuer in Its Charter)

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

                    32700 N.E. Lesley Rd., Newberg, OR 97132
     (Address of principal executive offices)           (Zip Code)

                    Issuer's Telephone Number: (503) 538-3710

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

Securities registered under Section 12(g) of the Exchange Act:
               Common Stock, $.0001 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.  X
                                                  ---

         The issuer's revenue for the 12 months ended December 31, 2001 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, 2001, was $0.

         The number of shares of the issuer's Common Stock outstanding as of
December 31, 2001 was 5,000,000.

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

     Exhibit (3.1) Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB filed on September 5, 2000;
Exhibit (3.2) Bylaws filed as an exhibit to the Company's registration statement
on Form 10-SB filed on September 5, 2000, and Exhibit (3.3) Specimen Stock
Certificate filed as an exhibit to the Company's registration statement on Form
10-SB filed on September 5, 2000 are incorporated by reference into Item 13
hereof.
<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.

Business Development

     Breakthrough Technology Partners I, Inc. (the "Company"), 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.
Pursuant to the Certificate of Incorporation, the Company is authorized to issue
100,000,000 shares of Common Stock at $.0001 par value and 20,000,000 shares of
Preferred Stock at $.0001 par value. Each holder of the Common Stock shall be
entitled to one vote for each share of Common Stock held. The Preferred Stock
may be divided into Series or Classes by the management of the Company upon the
approval of a majority vote of the Directors of the Company.

     The Company has been in the developmental stage since inception and has no
operations to date. Other than the issuance of shares to its original
shareholder, the Company never commenced any operational activities. The Company
was formed specifically to be a "clean public shell" corporation, for the
purpose of either merging with or acquiring an operating company with operating
history and assets. The Company is a "clean public shell" because it has not
commenced operational activities, and has no or nearly no debt liabilities. The
Company has not been involved in any litigation nor has it had any prior
regulatory problems or business failures. The Company believes that a strong
attraction of the Company as a merger partner or acquisition vehicle will be its
status as a reporting public company without any history of prior business
failures, litigation or prior regulatory problems. Any business combination or
transaction may potentially result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.

     The Company files with the Securities and Exchange Commission periodic and
current reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB.

     The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any offering of the
Company's securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein.

     The Company's principal executive office is currently located at 32700
N.E. Lesley Rd., Newberg, OR 97132. 19102. The telephone number is
(503)538-3710. The facsimile number is (503)537-0994.
<PAGE>
General Business Plan

     The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.

     The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

     The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

     The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
<PAGE>
     The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company. Daniel M. Smith,
President of the Company will be the key person in the search, review and
negotiation with potential acquisition or merger candidates. In analyzing
prospective business opportunities, management will consider such matters as the
available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition of acceptance of
products, services, or trades; name identification; and other relevant factors.
Officers and directors of the Company do not expect to meet personally with
management and key personnel of the business opportunity as part of their
investigation due to lack of capital. To the extent possible, the Company
intends to utilize written reports and investigation to evaluate the above
factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

     The officers of the Company will rely primarily upon their own efforts in
accomplishing the business purposes of the Company. The Company may from time to
time utilize outside consultants or advisors to effectuate its business purposes
described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited resources
of the Company, it is likely that any such fee the Company agrees to pay would
be paid in stock and not in cash.

     The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

     On March 19, 2001, Daniel M. Smith and Joy E. Livingston, severally,
entered into a Stock Purchase Agreement with the Company and Dotcom Internet
Ventures Ltd ("Dotcom") to acquire from Dotcom five million (5,000,000) shares
of common stock ("Shares") of the Company, which shares represent 100% of the
issued and outstanding common stock of the Company. Mr. Smith and Mrs.
Livingston will hold in each of their names 2,500,000 shares of common stock.
Mr. Smith and Mrs. Livingston do not have any joint ownership or voting
agreement with respect to the Shares.

     The consideration paid for the Shares was $25,000.00, which was provided by
Mr. Smith from his personal funds.

     The Company is not aware, at this time, of any arrangements the operation
of which may at a subsequent date result in a change of control of the Company.

Acquisition of Opportunities

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also

<PAGE>
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
does not intend to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

     As part of the Company's investigation, officers and directors of the
Company may personally meet with management and key personnel, may visit and
inspect material facilities, obtain analysis of verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength of the Company and such
other management.

     With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

     The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms

<PAGE>
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 1934 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable).

     The Company does not intends to provide the Company's security holders with
any complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

Competition

     The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

Regulation and Taxation

     The Investment Company Act of 1940 defines an "investment company" as an
issuer which is or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood the Company could be classified as an "investment company."

     The Company intend to structure a merger or acquisition in such manner as
to minimize Federal and state tax consequences to the Company and to any target
company.

Patents

     The Company owns no patents and no Internet domain names.

Employees

     The Company has no full-time or part-time employees. Mr. Smith, the sole
officer and director of the Company, has agreed to allocate a nominal portion of
his time to the activities of the Company without compensation.
<PAGE>
Legal Proceedings

     The Company is not subject to any pending litigation, legal proceedings or
claims.

Risk Factors

     The Company's business is subject to numerous risk factors, including the
following:

     THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or earnings from
operations. The Company has no significant assets or financial resources. The
Company has operated at a loss to date and will, in all likelihood, continue to
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. See PART F/S: "FINANCIAL STATEMENTS".
DotCom Internet Ventures Ltd. has agreed to pay all expenses incurred by the
Company until a business combination without repayment by the Company. DotCom
Internet Ventures Ltd. is the sole shareholder of the Company. There is no
assurance that the Company will ever be profitable.

     THE COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. The Company's president,
its sole officer, is Daniel M. Smith who is also its sole director and the
controlling shareholder of its sole shareholder. Because management consists of
only one person, the Company does not benefit from multiple judgments that a
greater number of directors or officers would provide and the Company will rely
completely on the judgment of its sole officer and director when selecting a
target company. The decision to enter into a business combination will likely be
made without detailed feasibility studies, independent analysis, market surveys
or similar information which, if the Company had more funds available to it,
would be desirable. Mr. Smith anticipates devoting only a limited amount of time
per month to the business of the Company. Mr. Smith has not entered into a
written employment agreement with the Company and he is not expected to do so.
The Company has not obtained key man life insurance on Mr. Smith. The loss of
the services of Mr. William Tay would adversely affect development of the
Company's business and its likelihood of continuing operations.

     CONFLICTS OF INTEREST. Mr. Smith, the Company's president, participates in
other business ventures which may compete directly with the Company. Additional
conflicts of interest and non-arms length transactions may also arise in the
future. The Company has adopted a policy that it will not enter into a business
combination with any entity in which any member of management serves as an
officer, director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. The terms of business
combination may include such terms as Mr. Smith remaining a director or officer
of the Company. The terms of a business combination may provide for a payment by
cash or otherwise to Mr. Smith for the purchase or retirement of all or part of
its common stock of the Company by a target company or for services rendered
incident to or following a business combination. Mr. Smith would directly
benefit from such employment or payment. Such benefits may influence Mr. Smith's
choice of a target company. The Certificate of Incorporation of the Company
provides that the Company may indemnify officers and/or directors of the Company
for liabilities, which can include liabilities arising under the securities
laws. Therefore, assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification. See "ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of Interest."

     THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.

<PAGE>
While business combinations with entities having established operating histories
are preferred, there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. In the event the Company completes a
business combination the success of the Company's operations will be dependent
upon management of the target company and numerous other factors beyond the
Company's control. There is no assurance that the Company can identify a target
company and consummate a business combination.

     PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a public market
develops for the Company's securities following a business combination, such
securities may be classified as a penny stock depending upon their market price
and the manner in which they are traded. The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share whose securities are admitted to quotation but do not trade on the Nasdaq
SmallCap Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability inquiry, regular reporting
and other requirements. Prices for penny stocks are often not available and
investors are often unable to sell such stock. Thus an investor may lose his
investment in a penny stock and consequently should be cautious of any purchase
of penny stocks.

     THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

     THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION. The Company has no current arrangement,
agreement or understanding with respect to engaging in a business combination
with a specific entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific business
within an industry has been selected for a target company. The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the Company may
enter into a business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There is
no assurance that the Company will be able to negotiate a business combination
on terms favorable to the Company.

     REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Company is required to provide certain information about significant
acquisitions including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days following
the effective date of a business combination. Obtaining audited financial

<PAGE>
statements are the economic responsibility of the target company. The additional
time and costs that may be incurred by some potential target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable. Notwithstanding a
target company's agreement to obtain audited financial statements within the
required time frame, such audited financials may not be available to the Company
at the time of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a business entity
might prove to be an unfavorable one for the Company.

     LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has neither
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions contemplated by the Company. Even in the
event demand exists for a transaction of the type contemplated by the Company,
there is no assurance the Company will be successful in completing any such
business combination.

     REGULATION UNDER INVESTMENT COMPANY ACT. In the event the Company engages
in business combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act could subject the Company to material
adverse consequences.

     PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving
the issuance of the Company's common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company. As a condition of the business combination agreement, DotCom Internet
Ventures Ltd., the sole shareholder of the Company, may agree to sell or
transfer all or a portion of its Company's common stock so to provide the target
company with all or majority control. The resulting change in control of the
Company will likely result in removal of the present officer and director of the
Company and a corresponding reduction in or elimination of his participation in
the future affairs of the Company.

     POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION. A business
combination normally will involve the issuance of a significant number of
additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

     TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
<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.

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

                               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 business combination or acquisition. 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, if the Company then
meet the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.

     The proposed business activities described herein classify the Company as a
"blank check" company. The Securities and Exchange Commission and many states
have enacted statutes, rules and regulations limiting the sale of securities of
blank check companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in its securities
until such time as the Company has successfully implemented its business plan
described herein. Accordingly, the Company's stockholder has agreed that they
will not sell or otherwise transfer their shares of the Company's common stock
except in connection with or following completion of a merger or acquisition and
the Company is no longer classified as a blank check company.

     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) The shares issued to DotCom Internet Ventures Ltd. were 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.  PLAN OF OPERATION.

         Management's plan of operation should be read in conjunction with
the financial statements and the notes thereto.

RESULTS OF OPERATIONS
Year ended December 31, 2001 compared to the period from June 2, 2000
(inception) through December 31, 2000:

         Since inception, the Company has not commenced any formal business
operations and has had no net income for the year ended December 31, 2001. All
activities during the year have been devoted toward identifying business
combination opportunities. All expenses for the year ended December 31, 2001
resulted from regulatory compliance activities. Net loss for the period from
June 2, 2000 (inception) through December 31, 2000 resulted from expenses for
organization costs.

Revenues:
--------

         The Company had no revenues for the year ended December 31, 2001 or for
the period from June 2, 2000 (inception) through December 31, 2000.

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

         Operating expenses for the year ended December 31, 2001 aggregated
$26,421 which represented an increased of $25,921 compared to the period from
June 2, 2000 (inception) through December 31, 2000. Operating expenses for the
period from June 2, 2000 (inception) through December 31, 2000 aggregated $500
that represented expenses for organization costs. Operating expenses for the
year ended December 31, 2001 resulted from professional fees for regulatory
compliance activities.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES

         The Company had no assets as of December 31, 2001 or 2000.

         The Company had no liabilities as of December 31, 2000. Liabilities as
of December 31, 2001 consisted of payables to a stockholder for operating
expenses this stockholder paid for on behalf of the Company.

ITEM 7.  FINANCIAL STATEMENTS.
<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)

                     Years ended December 31, 2001 and 2000

                                    Contents




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

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
Breakthrough Technology Partners I, Inc.
(A Development Stage Enterprise)


We have audited the balance sheet of Breakthrough Technology Partners I, Inc. (a
development state enterprise) as of December 31, 2001, and the related
statements of operations, changes in net capital deficiency, and cash flows for
the year then ended and for the cumulative activity during development stage
from June 2, 2000 (inception) through December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Breakthrough Technology Partners I, Inc.
(a development stage enterprise) as of December 31, 2000, were audited by other
auditors whose report dated March 17, 2001, expressed an unqualified opinion of
those statements.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

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


                                          /s/TIMOTHY L. STEERS
                                          TIMOTHY L. STEERS,
                                          CERTIFED PUBLIC ACCOUNTANT, LLC

March 15, 2002
Portland, OR














                                      F-2
<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)
<TABLE>
<CAPTION>
                                 Balance Sheets


                                                                                            December 31,
                                                                                       ----------------------
                                                                                          2001         2000
                                                                                       ---------    ---------
<S>                                                                                   <C>          <C>
                                         ASSETS
                                         ------
Current assets                                                                        $        -   $        -
                                                                                       ---------    ---------
     Total current assets                                                                      -            -

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

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

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

Current liabilities                                                                   $        -   $        -
                                                                                       ---------    ---------
     Total current liabilities                                                                 -            -

Payable to stockholder                                                                    26,421            -

Stockholders' equity:
   Preferred stock; $.0001 par value; authorized 20,000,000 shares                             -            -
   Common  stock;  $.0001  par  value;  authorized  100,000,000
     shares;  issued and outstanding 5,000,000 shares                                                             500          500
   Deficit accumulated during development stage                                          (26,921)        (500)
                                                                                       ---------    ---------
     Net capital deficiency                                                              (26,421)           -
                                                                                       ---------    ---------

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

</TABLE>


















                             See accompanying notes.
                                       F-3

<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)
<TABLE>
<CAPTION>
                            Statements of Operations

                                                                              Cumulative
                                                                            activity during
                                                                              development
                                                          Period from            stage
                                                         June 2, 2000        June 2, 2000
                                                          (inception)         (inception)
                                      Year ended            through             through
                                     December 31,        December 31,        December 31,
                                         2001                2000                 2001
                                     ------------        ------------       ---------------
<S>                                  <C>                 <C>                <C>
Operating expenses                    $   26,421           $    500           $   26,921
                                       --------             -------            ---------

Net loss                              $  (26,421)          $   (500)          $  (26,921)
                                       =========            =======            =========


Net loss per common share             $   (.0053)          $ (.0001)          $   (.0054)
                                       =========            =======            =========


</TABLE>































                             See accompanying notes.
                                       F-4

<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)
<TABLE>
<CAPTION>
                 Statements of Changes in Net Capital Deficiency
               June 2, 2000 (inception) through December 31, 2001


                                                                                     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

Net loss for the period
  from June 2, 2000
  (inception) through
  December 31, 2000              -            -                 -         -               (500)           (500)
                              ----         ----      ------------      ----          ---------       ---------

Balance at December 31,
  2000                           -            -         5,000,000       500               (500)              -

Net loss for the year
  ended December 31, 2001        -            -                 -         -            (26,421)        (26,421)
                              ----         ----      ------------      ----          ---------       ---------

Balance at December 31,
  2001                           -        $   -         5,000,000     $ 500         $  (26,921)     $  (26,421)
                              ====         ====      ---=========      ====          =========       =========

</TABLE>
























                             See accompanying notes.
                                       F-5

<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)
<TABLE>
<CAPTION>
                            Statements of Cash Flows

                                                                                                  Cumulative
                                                                                                activity during
                                                                                                  development
                                                                              Period from            stage
                                                                             June 2, 2000        June 2, 2000
                                                                              (inception)         (inception)
                                                          Year ended            through             through
                                                         December 31,        December 31,        December 31,
                                                             2001                2000                2001
                                                      ------------------  ------------------  -----------------
<S>                                                   <C>                 <C>                 <C>
Cash flows from operating activities:
   Net loss                                               $ (26,421)           $    (500)         $  (26,921)
   Adjustment to reconcile net loss to net cash
    provided by operating activities-
     Shares issued in exchange for services                       -                  500                 500
     Increase in payable to stockholder                      26,421                    -              26,421
                                                           --------             --------           ---------

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




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


</TABLE>





















                             See accompanying notes.
                                       F-6

<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements
                                December 31, 2001


1.       Summary of significant accounting policies
         ------------------------------------------

         Company: Breakthrough Technology Partners I, Inc. (the "Company"), was
         incorporated in the State of Delaware 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.

         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 statement 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 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 comprehensive income (loss): The Company reports and displays
         comprehensive income (loss) and its components as separate amounts in
         the financial statements with the same prominence as other financial
         statements. 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
         comprehensive income items to report for the years ended December 31,
         2001 and 2000.

         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
         year ended December 30, 2001, for the period from June 2, 2000
         (inception) through December 31, 2000 and for the cumulative activity
         during development stage June 2, 2000 (inception) through December 31,
         2001.



                                      F-7
<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements
                                December 31, 2001


1.       Summary of significant accounting policies (continued)
         -----------------------------------------------------

         Use of estimates: The preparation of 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.       Transactions with stockholder
         -----------------------------

         The Company's operating expenses for the year ended December 31, 2001,
         consisting principally of professional services, were paid for by a
         stockholder. The advances are non-interest bearing and due on demand;
         however, this stockholder 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.       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.

4.       Common stock
         ------------

         On June 2, 2000, the Company issued 5,000,000 shares of its common
         stock to Dotcom Internet Ventures, Ltd. in exchange for incorporation
         services. Management of the Company valued the share grants at $.00001
         per share. The Company recorded operating expenses totaling $500 during
         the period from June 2, 2000 (inception) through December 31, 2000 as a
         result of these grants.

5.       Income taxes
         ------------

         Deferred income taxes consisted of the following:

                                                         December 31,
                                                        2001        2000
         Deferred tax asset:
           Net operating loss carryovers            $   5,469   $       9
            Organizational costs                           51          66
                                                     --------    --------
                                                        5,520          75
         Valuation allowance                           (5,520)        (75)
                                                     --------    --------

            Net deferred income taxes               $       -   $       -
                                                     ========    ========

                                      F-8
<PAGE>
                    BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements
                                December 31, 2001


5.       Income taxes (continued)
         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
                                                                              Period from            stage
                                                                             June 2, 2000        June 2, 2000
                                                                              (inception)         (inception)
                                                          Year ended            through             through
                                                         December 31,        December 31,        December 31,
                                                             2001                2000                2001
                                                         ------------        ------------        ------------
<S>                                                       <C>                  <C>                <C>
         Tax at statutory rates                           $ (8,983)            $   (170)          $  (9,153)
         Differences resulting from:
            Progressive tax rates                            5,020                   95               5,115
            State taxes net of federal tax benefit          (1,482)                   -              (1,482)
            Change in deferred tax valuation allowance       5,445                   75               5,520
                                                           -------              -------            --------

            Provision for income taxes                    $      -             $      -           $       -
                                                           =======              =======            ========
</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
 ----                    ---         --------------------------
 Daniel M. Smith         52          President, Corporate Secretary
                                     and Director


     Daniel M. Smith has been President, Corporate Secretary and sole director
of the Company since March 19, 2001.  For the past 15 years, Mr. Smith has been
a self-employed business consultant to public and private companies.

Conflicts of Interest

     Daniel M. Smith, the Company's sole officer and director, may organize
other companies of a similar nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of interest in acting as an
officer and director of the Company. In addition, insofar as Mr. Smith is
engaged in other business activities, he may devote only a portion of his time
to the Company's affairs.

     A conflict may arise in the event that another blank check company with
which Mr. Smith is affiliated also actively seeks a target company. It is
anticipated that target companies will be located for the Company and other

<PAGE>
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies may differ from
the Company in certain items such as place of incorporation, number of shares
and shareholders, working capital, types of authorized securities, or other
items. It may be that a target company may be more suitable for or may prefer a
certain blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation.

     Mr. Smith intends to devote as much time to the activities of the Company
as required. However, should such a conflict arise, there is no assurance that
Mr. Smith would not attend to other matters prior to those of the Company.

     The terms of a business combination may include such terms as Mr. Smith
remaining a director or officer of the Company. The terms of a business
combination may provide for a payment by cash or otherwise to Mr. Smith, for the
purchase or retirement of all or part of its common stock of the Company by a
target company or for services rendered incident to or following a business
combination. Mr. Smith would directly benefit from such employment or payment.
Such benefits may influence Mr. Smith's choice of a target company.

     The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.

     There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to 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,
Mr. Daniel M. Smith, does not receive any compensation for his duties.

     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 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

All Executive Officers and
Directors as a Group (2 Persons)        5,000,000                   100%
-----------------

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.

     *   (3.1) Certificate of Incorporation filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on September 5, 2000.

     *   (3.2) Bylaws filed as an exhibit to the Company's
               registration statement on Form 10-SB filed on
               September 5, 2000.

     *   (3.3) Specimen Stock Certificate filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on September 5, 2000.

     * Incorporated herein by reference.

     (b) Reports on Form 8-K.

     On August 20, 2001 the Company filed a current report on Form 8-K in
connection with a change of the Company's certifying accountant.

     On March 28, 2001 the Company filed a current report on Form 8-K in
connection with change of control of the Company.
<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.


                            BREAKTHROUGH TECHNOLOGY PARTNERS I, INC.

                            By: /s/ DANIEL M. SMITH
                            -----------------------------------
                            Daniel M. Smith
                            President

                            Date: March 28, 2002


     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/ DANIEL M. SMITH                              March 28, 2002
--------------------------
Daniel M. Smith, President