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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 2

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

                                       OR


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

                         Commission file number 0-31451

                           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, $.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, 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>
                                EXPLANATORY NOTE


         This Amendment No. 2 to form 10-KSB/A for the year ended December 31,
2002 previously filed with the Commision on October 30, 2003 omits reference to
the financial statements ended June 30, 2003 in the Index to Financial
Statements. The financial statements ended June 30, 2003 were not required to be
filed and were not in fact included with the report.






















































<PAGE>

<TABLE>
<CAPTION>




                          INDEX TO FINANCIAL STATEMENTS                                         Page
                                                                                                ----

<S>                                                                                             <C>
Report of Independent Auditors................................................................  F-2

Consolidated Financial Statements:

         Balance Sheets.......................................................................  F-3

         Statement of Operations..............................................................  F-4

         Statement of Changes in Net Capital Deficiency.......................................  F-5

         Statements of Cash Flows.............................................................  F-6

         Notes to Financial Statements........................................................  F-7
</TABLE>



























                                       F-1
<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 and Secretary
                            Date: April 29, 2004


     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       President; Chief Executive      April 29, 2004
--------------------------  Officer; Secretary; Director
Stephen D. Wilson

/s/ WILLIAM LEONARD         Director                        April 29, 2004
--------------------------
William Leonard

/s/ DEWITT H. MONGOMERY     Director                        April 29, 2004
--------------------------
Dewitt H. Montgomery

/s/ MICHAEL G. CONNER       Director                        April 29, 2004
--------------------------
Michael G. Conner