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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
-----------------------------

FORM SB-2

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------

CALIFORNIA CLEAN AIR, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

NEVADA 7540 23-3048624
- -------------------- ------------------------------ --------------------
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification No.)

3790 Via de la Valle, Suite 103
Del Mar, California 92104

(760)494-6497
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES
AND PRINCIPAL PLACE OF BUSINESS)

Stephen D. Wilson
3790 Via de la Valle, Suite 103
Del Mar, California 92104

(760)494-6497
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

COPY TO:

ROBERT C. LASKOWSKI, ESQ.
520 S.W.YAMHILL, SUITE 600
PORTLAND, OREGON 97204
(503) 241-0780

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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.

If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Amount of Offering Maximum Amount of
Title of each class of Shares to be Price Per Aggregate Registration
securities to be registered Registered Unit(1) Price(1) Fee
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Common Stock 2,000,000 $1.00(2) $ 2,000,000 $ 253.00
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TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 253.00
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(1) Estimated solely for the purpose of calculating the registration fee.

(2) The offering price set forth has been arbitrarily determined by the
Company.

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The Registrant hereby amends this Registration Statement on such dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.

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CALIFORNIA CLEAN AIR, INC.

Cross Reference Sheet
Showing Location in the Prospectus of Items Required by Form SB-2

Item Number and Caption Heading in Prospectus
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1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Prospectus Cover Page

2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back
of Prospectus Cover Pages of Prospectus

3. Summary Information and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Prospectus Summary;
Use of Proceeds

5. Determination of Offering Price Plan of Distribution

6. Dilution Dilution

7. Selling Security Holders Principal and Selling Shareholders

8. Plan of Distribution Plan of Distribution

9. Legal Proceedings Inapplicable

10. Directors, Executive Officers, Promoters
and Control Persons Management

11. Security Ownership of Certain Beneficial
Owners and Management Principal and Selling Shareholders

12. Description of Securities Description of Capital Stock

13. Interest of Named Experts and Counsel Inapplicable

14. Disclosure of Commission Position on
Indemnification Inapplicable

15. Organization Within Last Five Years Business

16. Description of Business Business

17. Management's Discussion and Analysis
or Plan of Operation Plan of Operation

18. Description of Property Business

19. Certain Relationships and Related
Transactions Business; Certain Transactions

20. Market for Common Equity and Related
Stockholder Matters Description of Capital Stock

21. Executive Compensation Management

22. Financial Statements Reports of Independent Certified
Public Accountant; Financial
Statements

23. Changes and Disagreements with
Accountants on Accounting and
Financial Disclosure Report of Independent Certified
Public Accountant; Financial
Statements

PROSPECTUS

CALIFORNIA CLEAN AIR, INC.
(A DEVELOPMENT STAGE COMPANY)

2,000,000 SHARES OF COMMON STOCK, $0.001 PAR

California Clean Air, Inc. is offering 2,000,000 shares of common
stock. This is our initial public offering and no public market currently exists
for our shares. The price for the common stock of $1.00 was arbitrarily
determined by our Board of Directors. The common stock will be offered by us on
a continuos basis for a period of 30 days from the effectiveness of this
offering. As soon as possible after the completion of the offering, we will
apply to the NASD OTC Bulletin Board for the listing of the common stock.

We have engaged in limited operations to date, and consequently we have
limited revenues from operations.

----------------------------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 4.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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Underwriting
Price to Discounts and Proceeds to
Public Commissions (1) Company (2)
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Per Share $1.00 -0- $ 2,000,000
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TOTAL $1.00 -0- $ 2,000,000
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(1) We will not use the services of an underwriter or selling agent for the
offering of our Common Stock. The offering will be conducted on a best efforts
basis by our executive officers and directors. We will not pay any commissions
or other compensation on the sales of the common stock. See, "Plan of
Distribution".

(2) Before the payment of expense which we estimate to be approximately $45,000.
These expenses will be paid out of the proceeds of the offering. See, "Use of
Proceeds".

The date of this Prospectus is ___________, 2003

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A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. Information
contained herein is subject to completion or amendment. These securities may not
be sold nor may offers be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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TABLE OF CONTENTS

PAGE PAGE

Prospectus Summary 3 Business 11
Risk Factors 4 Management 15
Special Note Regarding Forward- Related Party Transactions 16
Looking Statements 7 Principal Shareholders 17
Use of Proceeds 7 Description of Capital Stock 18
Dividend Policy 8 Shares Eligible for Future Sale 19
Capitalization 8 Plan of Distribution 20
Dilution 9 Legal Matters 21
Selected Financial Data 10 Experts 21
Plan of Operation 10 Additional Information Available
to You 21
Index to Financial Statements 22

----------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT,. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THE PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding California Clean Air, Inc. and our financial statements
and notes to those statements appearing elsewhere in this Prospectus.

THE COMPANY

We are a development stage company We are in the business of owning and
operating "test- only" vehicle emissions inspection facilities under the Smog
Check II program adopted in the state of California. We conduct our business
through our affiliated company, Smog Centers of California LLC, of which we are
the only member. As the only member of Smog Centers of California, LLC, we have
complete control over the business of our affiliated company and we will receive
periodic distributions and allocations of cash flow and operating profits.

At this time, neither we nor Smog Centers of California LLC have had
very limited revenues from operations. Most references to our business will
apply directly to the emissions inspection facilities and the business of Smog
Centers of California.

THE OFFERING

Common Stock offered: 2,000,000 Shares

Common Stock to be outstanding
after the offering: 3,000,000 Shares

Use of Proceeds: General corporate purposes and working
capital.

Proposed NASDAQ OTC Bulletin Board
Stock Symbol: To be determined.

THE COMPANY

We are a development stage company. We will be in the business of
owning and operating "test-only" vehicle emissions inspection facilities under
the Smog Check II program adopted in the state of California. We will conduct
our business through our affiliated company, Smog Centers of California LLC, of
which we are the only member.

We were originally incorporated in Delaware on June 2, 2000 under the
name of Breakthrough Technology Partners I, Inc. We never commenced any business
under our original name. Effective December 17, 2002, we reincorporated in the
State of Nevada under our current name.

Smog Centers of California LLC was organized as an Oregon limited
liability company on November 21,2002. It is registered to do business in
California effective December 10, 2002. We are the sole member of Smog Centers
of California LLC through the ownership of all of the outstanding ownership
interests. Mr. Stephen D. Wilson, our President, is the manager of Smog Centers
of California LLC.

Our principal executive and administrative offices and those of Smog
Centers of California, LLC are located at 3790 Via de la Valle, Suite 103, Del
Mar, California 92104.

RISK FACTORS

This offering and an investment in our common stock involve a high
degree of risk. You should carefully consider the following risk factors and the
other information in this Prospectus before investing in our common stock. Our
business and results of operations could be seriously harmed by any of the
following risks.

RISKS RELATED TO OUR BUSINESS

WE HAVE A VERY LIMITED OPERATING HISTORY/DEVELOPMENT STAGE.

We are a development stage company and have had very limited revenues
from operations to date. Our activities and the activities of Smog Centers of
California LLC have been limited to developing our business plan and locating
our initial smog check facility and as a result we have a limited history upon
which an investor may evaluate our business and prospects. Our potential for
future profitability must be considered in light of the risks, uncertainties,
expenses and difficulties frequently encountered by companies in their early
stages of development. We may not successfully address these risks. If we do not
successfully address these risks, our business will be seriously harmed.

OUR LACK OF AN OPERATING HISTORY MAKES IT DIFFICULT FOR USE TO FORECAST
FINANCIAL RESULTS.

As a result of our limited operating history, it is difficult to
forecast our total revenues, real estate and labor costs and other financial and
operating data. We have a limited amount of meaningful historical data from
other emissions test centers upon which to base planned expenses. Operating
revenues are difficult to forecast because they generally depend on the number
of motor vehicles that will require smog inspection testing in the geographical
areas of our facilities. As a result, we may not be able to make accurate
financial forecasts. This inability to accurately forecast our results could
cause our profitability in a given quarter to be less than expected.

OUR MANAGEMENT HAVE HAD NO PRIOR EXPERIENCE IN VEHICLE EMISSIONS
TESTING.

Our executive management have had no prior experience in operating and
managing vehicle emissions test centers. As a result, it will be necessary for
us through Smog Centers of California LLC to hire experienced managers and other
employees to operate our test facilities. If we are unable to hire such
experienced managers and other employees, our business could be seriously
harmed. Our future success depends on our ability to attract and retain highly
qualified licensed technical personnel. Competition for such personnel could be
intense. It will be necessary for us to coordinate and manage various emissions
test centers in multiple, geographically distant locations and to establish and
maintain adequate management and information systems and financial controls. Our
failure to successfully address these factors could inhibit our growth.

WE MAY INCUR UNEXPECTED COSTS OR FACE SUBSTANTIAL DELAYS FINDING
ADEQUATE FACILITIES FOR OUR EMISSIONS TEST CENTERS, WHICH COULD HURT OUR
BUSINESS.

Our business depends on our ability to locate and purchase or lease
suitable sites for our vehicle emissions test centers. We may be unable to find
adequate facilities that meet our timing, location and cost expectations. Even
if we are able to locate adequate facilities, we may faced additional delays and
costs in negotiating and reviewing lease agreements, examining the site for
compliance with governmental regulations, such as zoning and environmental
compliance and procuring necessary permits and licenses for our operations. If
we incur significant unexpected costs or face substantial delays in finding
adequate facilities for our test centers, we may never achieve profitability.

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION.

Vehicle emissions test centers are subject to extensive regulation by
the state of California Bureau of Automotive Repair, under the Department of
Consumer Affairs, which was established by the California legislature for the
enforcement and administration of its vehicle emissions inspection program. The
Bureau of Automotive Repair has adopted rules and regulations with which we will
be required to comply. These rules and regulations require, among other things,
that all emissions test centers obtain a state license and that all smog check
technicians obtaining their own licensing. The rules and regulations also impose
fines and penalties for any compliance failures. It will be necessary for us to
be familiar with these rules and regulations and to establish compliance
procedures in all of our facilities. The failure to comply with any of these
rules and regulations will subject us to investigations and the imposition of
fines and penalties which could

affect our business significantly, as well as our regulatory relationship with
the Bureau of Automotive Repair.

RISK RELATED TO AN INVESTMENT IN OUR COMMON STOCK

LACK OF AN UNDERWRITER.

We are not employing the services of an underwriter in connection with
the offering of our common stock. We will use our best efforts to offer and sale
our common stock through our executive officers and our directors. There is no
assurance that we will sell all or any of the Common Stock being offered. Any
delay in the sale of our common stock in this offering could cause a delay in
implementing our business plan.

THERE IS NO MINIMUM OFFERING ESTABLISHED.

We have not established any minimum offering amount for this offering.
Therefore, the proceeds we may receive from the offering may be inadequate to
met our financial requirements to successfully implement our business plan. In
such eventuality, we may be required to obtain additional capital from other
sources. No such other sources of capital are currently identified.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.

The initial public offering price of our common stock is substantially
higher than the book value per share of the outstanding common stock immediately
after this offering. Accordingly, if you purchase shares of common stock in this
offering, you will suffer immediate and substantial price dilution. In addition,
the issuance or exercise of any future options or warrants to purchase our
capital stock, or the conversion of any preferred stock into our common stock,
could be dilutive to purchasers of shares in this offering.

YOU MAY NOT BE ABLE TO RESELL YOUR STOCK AT OR ABOVE THE INITIAL PUBLIC
OFFERING PRICE.

Before this offering, there has not been a public market for our common
stock and an active trading market for our common stock may not develop or be
sustained after this offering. For this reason and for various other reasons
listed through these risk factors, the market for our common stock may decline
below the initial public offering price.

OUR COMMON STOCK IS NOT CURRENTLY LISTED FOR QUOTATION ON ANY EXCHANGE.

Before this offering, there has not been a public trading market for
our common stock and active trading market for our common stock may not develop
or be sustained after this offering. As soon as practicable after the close of
the offering, we will seek to qualify our common stock for quotation on the
NASDAQ OTC Bulletin Board. There is no assurance that our common stock will be
quoted on the NASDAQ OTC Bulletin.

SUBSTANTIAL FUTURE SALES OF SHARES MAY IMPACT THE MARKET PRICE OF OUR
COMMON STOCK.

If our stockholders sell substantial amounts of our common stock,
including any shares issued upon the exercise of any future options or warrants
or common stock issued upon conversion of any outstanding preferred stock, the
market price of our common stock may fall. Such sales might also make it more
difficult for us to sell equity or equity-related securities in the future at a
time and place that we deem appropriate.

AFTER THIS OFFERING, OUR CURRENT SHAREHOLDERS WILL CONTROL THE VOTING
POWER OF OUR OUTSTANDING CAPITAL STOCK AND COULD PREVENT OR DELAY CORPORATE
ACTION.

After this offering, our two current shareholder will control the
voting power of our outstanding capital stock through their respective holding
of our Series A Convertible Preferred stock which has 10 votes for each share.
As a result, these shareholders are able to exercise significant control over
all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. See, "Principal
Shareholders."

WE HAVE BROAD DISCRETION IN USING THE PROCEEDS FROM THIS OFFERING.

The net proceeds from this offering are not allocated for specific
purposes. We will have broad discretion in determining how to spend the proceeds
of this offering and may spend proceeds in a manner that our stockholders may
not deem desirable. A delay in the sale of the common stock on this offering
could cause a delay in the implementation of the business plan. See "Use of
Proceeds."

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS

This Prospectus contains statements that plan for or anticipate the
future. Forward-looking statements include statements about the known and
unknown risks, uncertainties and other factors that cause our actual results,
performance or achievements to be materially different from any future results.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable as of the date of this Prospectus, we cannot guarantee
future results, levels of activity, performance or achievements.

USE OF PROCEEDS

Assuming we sell all of our common stock being offered, we will receive
gross proceeds of $2,000,000. From those proceeds, we will first pay the costs
and expenses of the offering which are estimated to be $45,000.00. The remaining
proceeds will be used to make the capital contribution to our affiliated
company, Smog Centers of California LLC, which will in turn use that capital
contribution to commence the business of owning and operating the vehicle
emissions test centers. Smog Centers of California LLC will use its funds to
acquire or lease locations, purchase the required emissions testing equipment,
hire technicians and other personnel and purchase office equipment such as
computer systems. Some funds will be retained for working capital purposes.

DIVIDEND POLICY

We intend to pay dividends to our shareholders from the distributions
to be made to us by Smog Centers of California LLC. Since we are dependent on
the distributions from Smog Centers of California LLC, we cannot predict when
dividends will be paid or the amount and frequency of those dividends.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2003,
on an actual basis and as adjusted to reflect the issuance of 2,000,000 shares
of common stock being offered.

June 30, 2003
Shareholders Equity: Actual As Adjusted
------ -------------

Preferred Stock, $0.001 par value, $ 4,000 $ 4,000
20,000,000 authorized,
4,000,000 outstanding

Common Stock, $0.001 par value,
100,000,000 authorized, $ 1,000 3,000
1,000,000 outstanding

Additional paid-in capital - 1,953,000

Accumulated deficit during development stage (95,991) (95,991)

Total shareholder equity (deficit) (90,991) 1,864,009
- ----------------------

DILUTION

Our net tangible book value as of June 30, 2003, was ($90,991) or
($0.09) per share of common stock. Net tangible book value per common share
represents the amount of our total tangible assets less total liabilities
divided by the number of shares of common stock Dilution in net tangible book
value per share represents the difference between the amount per share paid by
purchasers of shares of common stock in this offering and the net tangible book
value per share of common stock immediately after the completion of this
offering, assuming the conversion of all outstanding shares of Series A
Convertible Preferred Stock into common stock. After giving effect to the sale
of 2,000,000 shares of common stock in this offering and after deducting
estimated offering expenses, our net tangible book value at June 30, 2003 would
have been $1,864,009,or approximately $0.62 per share. This represents an
immediate an increase in the net tangible book value of $ 0.71 to our existing
shareholders and an immediate dilution of $0.38 per share to new investors
purchasing shares in this offering. The following table illustrates this
dilution on a per share basis.

Assumed initial public offering price per share. . . . . . . . . . .$ 1.00
Net tangible book value per share as of June 30, 2003. . . . . $(0.09)
Increase per share attributable to new investors. . . . . . . .$ 0.71

Adjusted net tangible book value per share after this offering. . . . 0.62

Dilution per share to new investors. . . . . . . . . . . . . . . . .$ 0.38

The following table sets forth, as of June 30, 2003, the differences
between the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid by existing stockholders
and by new investors:

Shares Purchased Total Consideration
---------------- -------------------
Amount Percentage Amount Percentage Share
--------- ---------- ---------- ---------- ------

Existing
Shareholders 1,000,000 33 1/3 % $1,000 - $0.001

New Investors 2,000,000 66 2/3 % $2,000,000 100 % $1.00

SELECTED FINANCIAL DATA

Years ended Period from June 2, 2000 Six months ended
December 31 (Date of inception) through June 30,
2002 2001 December 31,2002 2002 2003
---- ---- ------------------ ---- ----

Statement of Operations Data:

General and
Administrative Expenses 23,110 26,421 50,031 10,618 41,430

Net Loss (23,130) (26,421) (50,051) (10,628) (41,440)

Loss Per Common Per Share (.0046) (.0053) (.0100) (.002) (.041)

Weighted Average
Common Shares Outstanding 5,000,000 5,000,000 5,000,000 5,000,000 1,000,000

Balance Sheet Data:
December 31, 2002
-------------------
Working Capital
Total Assets -0-
Total Liabilities (49,551)
Long Term Liabilities -0-
Shareholders' Equity (49,551)

PLAN OF OPERATION

Since inception, we have not commenced any formal business operations
and have had not revenues from operations. All activities since inception have
been devoted toward identifying business opportunities. All expenses since
inception consisted of organizational and regulatory compliance costs, which
have been advanced by Daniel M. Smith, the husband of one of our controlling
shareholders. and our President, Stephen D. Wilson. These advances are reflected
in our financial statements as "payable to related party". These advances are
non-interest bearing and are due on demand. Mr. Smith and Mr. Wilson have each
agreed not to demand repayment until sufficient funds are available from either
this offering or from revenues derived from operations.

On August 21, 2003, through our affiliated company Smog Centers of
California LLC, we acquired a test-only smog check facility in Lemon Grove,
California. The purchase price was $60,000 which was paid in full at the time of
the acquisition. The purchase price was advanced by our President, Stephan D.
Wilson and by Daniel M. Smith, the spouse of one of our controlling
shareholders. As part of the purchase of the business, Smog Centers of
California LLC assumed the obligations under an existing real estate ground
lease. The ground lease has a remaining term until July 1, 2006, with an option
to renew for an additional five year term. The ground lease payments are $1,500
per month, which are subject to an annual increase of 5% for each year during
the remaining initial term of the lease.

We will continue to look for additional test-only smog check facilities
to acquire or will look for existing locations which can be built-out as smog
check facilities, utilizing the existing buildings and negotiating ground
leases.

BUSINESS

We will be in the business of owning and operating "test-only" vehicle
emissions inspection facilities under the Smog Check II program adopted in the
state of California. We will conduct our business through our affiliated
company, Smog Centers of California LLC, of which we are the only member.

Smog Centers of California LLC was organized as an Oregon limited
liability company on November 21,2002. It is registered to do business in
California effective as of December 10,2002. We are the sole member of Smog
Centers of California LLC through the ownership of all of the outstanding
ownership interests. Mr. Stephen D. Wilson, our President, is the manager of
Smog Centers of California LLC and will be responsible for the overall
administration of Smog Centers of California LLC.

Our principal executive and administrative offices and those of Smog
Centers of California, LLC are located at 3798 Via de la Valle, Suite 103, Del
Mar, California 92104.

CALIFORNIA SMOG CHECK PROGRAM

As a result of the federal Clean Air Act of 1990 and studies conducted
by the United States Environmental Protection Agency ("EPA"), the State of
California adopted its Smog Check II program which is administered through the
Bureau of Automotive Repair ("BAR"). Under Smog Check II, BAR directs about
800,000 cars annually to test-only inspection centers, which are smog check
facilities that do not perform vehicle repairs. Studies by the EPA found that
independent testing facilities were more effective in reducing vehicle emissions
pollution than testing facilities operated by vehicle repair shops. Test only
facilities are privately owned and operated stations which are authorized to
conduct emissions tests and, in the event that a vehicle fails, are not
permitted to make any repairs.

BAR sends two types of vehicles to test-only facilities. The first type
are motor vehicles which are likely to fail a smog check; the second type are
those designated as "gross polluters", which are vehicles that failed an initial
smog check at the higher emissions levels and have since been repaired. These
are vehicles will be directed to test-only facilities to have their repairs
verified before the vehicle can be registered.

Smog Check II covered every metropolitan area in California except the
Bay Area. In September 2002, the California legislature adopted legislation that
extended the Smog Check to the Bay Area. It is estimated by BAR that up to 4.5
million vehicles in the nine-county Bay Area will become subject to the new
testing requirements. The Bay Area Smog Check went into effect January 1, 2003.
In addition to requiring more stringent tests, the Bay Area Smog Check will
divert approximately 15% of vehicles to test-only facilities. However, state
official have indicated that the new testing program may take as long as a year
to implement because of the need to install the testing infrastructure.

The legislation creating the Bay Area Smog Check program also amended
Smog Check II by providing that owners of vehicles less than six model years
old, up from the original four, will be exempted statewide from the biennial
smog tests.

The regulations adopted by BAR require that all smog check facilities
apply for a license through the BAR Licensing Division. A required component of
Smog Check II is the Electronic Transmission (ET) service provided by MCI
Telecommunications Corporation. Under contract with the state of California, MCI
has developed and maintains a central Vehicle Information Database (VID) and a
statewide network that provides electronic access between all Smog Check
machines throughout the state. In order to comply with the ET mandate, all Smog
Check facilities are required to obtain and maintain ET services through MCI.
Each new Smog Check facility will be required to enter into an agreement with
MCI to secure ET services. Prior to certification, all Smog Check facilities
must have fully functional ET service and must be operational with all current
software and hardware updates.

Through the ET system, smog check information is electronically
transmitted directly to the Department of Motor Vehicle ( DMV). Vehicle owners
will not be required to submit certificates to the DMV at vehicle registration
time. At the beginning of the smog test, following the technician's entry of the
vehicle license number and the vehicle identification number, the ET system
initiates an automated call to the VID. Vehicle-specific information and test
requirements are electronically returned from the VID. At the conclusion of the
smog check test, the test results, including the smog certificate for passed
tests, are transmitted electronically to the VID. In turn, the VID immediately
transmits the certificate to the DMV. The Vehicle Inspection Report serves as
the vehicle owner's receipt.

The Smog Check facilities will be required to use loaded mode
dynamometer test equipment. The licensing standards under the BAR regulations
may include, but are not limited to, requirements for use of computerized and
tamper-resistant testing equipment, including test analyzer systems meeting the
current requirements of BAR.

All tests must be performed by a qualified, licensed smog check
technician. Each technician must be qualified by BAR for the class and category
of vehicle being tested.. Smog Check technicians must pass a qualification
tested administered by BAR, in addition to meeting prerequisite minimum
experience and training criteria. Passage of the qualification test is required
every two years in order have the license renewed.

COMPANY'S SMOG CHECK FACILITIES

The Smog Check stations will be owned and operated by us through our
affiliated company Smog Centers of California LLC. Our facilities will consist
of "test-only" stations. These stations will either be purchased from existing
owner-operators or will be new facilities built and equipped by Smog Centers of
California LLC. Our first locations will be in Southern California, principally
in the San Diego metropolitan area.

Purchase of Existing Smog Check Stations

Smog Centers of California LLC has purchased the Smog Check station
located at 7319 Broadway, Lemon Grove, California. The purchase price was
$60,000. The purchase was closed on August 21, 2003, with payment in full made
at the closing. As part of the purchase of the business, Smog Centers of
California LLC assumed the obligations under an existing real estate ground
lease. The ground lease has a remaining term until July 1, 2006, with an option
to renew for an additional five year term. The ground lease payments are $1,500
per month, which are subject to an annual increase of 5% for each year during
the remaining initial term of the lease.

This facility, known as "Broadways Smog Check", is located at 7310
Broadway, Lemon Grove, California. Broadway is a four-lane road with no median
divider and is the main street through Lemon Grove. The property on which the
station is situated is zoned for commercial use. There are several automobile
businesses in the area surrounding the station, including several automobile
dealerships and a repair shop. The station is approximately 25 feet wide and 100
feet deep and has good signage which is fully visible from Broadway.

Lemon Grove has a population of approximately 27,000 and is located
approximately seven miles northeast of downtown San Diego. At the present time,
there are three other "test-only" stations in the area: Grove Test Only; Lemon
Grove Smog Test Only Location # 1 and Lemon Grove Test Only Location # 2. Both
Lemon Grove Smog Test Only Locations are owned and operated by the same
business.

The Grove Test Only location is less than one mile from our location
and both Lemon Grove Smog Test Only Locations are less than 2 miles from our
location. All three locations charge $ 59.95 per test.

New Smog Check Stations

Through Smog Centers of California, LLC, we intend to build, own and
operate new Smog Check stations, principally in Southern California and in the
Bay Area. We will seek to find suitable locations for our stations based on a
number of factors, among which include the lack of any existing Smog Check
stations in the vicinity; demographic analysis; ability to negotiate a ground
lease for a station on acceptable terms and conditions; ease of vehicle access
to the station and overall traffic patterns in the vicinity.

Based on current cost estimates, we expect a typical station of
approximately 1,600 square feet will cost $50,000 to $60,000 to build. These
estimates include the costs of the emissions testing equipment and the initial
cost of obtaining a ground lease. Our anticipated time from finding a suitable
location to the commencement of business operations is 60-90 days. We expect
that a typical ground lease will be for a term 3 -5 years with payments ranging
from $700 to $1,500 per month. We will seek to obtain options to purchase in the
ground leases. The terms and conditions of the ground leases will vary with each
facility.

The price we can charge for a smog check test is not regulated by the
Smog Check II program or BAR. Prices we have seen range from $30 to $100
depending on the location of the station. We have determined that the average
price charged by a test-only station is $48

MANAGEMENT

Our directors and executive officers are as follows:

Name Age Position
- ---- --- --------

Stephen D Wilson 28 President, Director

William Leonard 50 Director

Dewitt H. Montgomery 51 Director

Michael G .Conner 57 Director

STEPHEN D. WILSON became President and a director in December 2002. Mr. Wilson
is the owner of Stephen D. Wilson, Inc. a general contracting firm which he
founded in 1998. From 1995 to 1998, he was an account representative with the
Coca-Cola Bottling in Portland, Oregon.

WILLIAM LEONARD became a director in 2003. For the past 17 years, Mr. Leonard
has been a certified public accountant in Portland, Oregon. From 1977 to 10986,
Mr. Leonard was a Revenue Agent with the Internal Revenue Service in Portland,
Oregon. Mr. Leonard has a Masters in Business Administration from the University
of Portland.

DEWITT H. MONTGOMERY became a director in 2003. For the past four years, Mr.
Montgomery has been the President of Imaginata Network Services in Portland,
Oregon. He is also the owner of Montgomery Apartment Management. Mr. Montgomery
holds a Bachelors degree in economics from Portland State University.

MICHAEL G. CONNER became a director in 2003. Mr. Conner has been a certified
public accountant in Lake Oswego, Oregon since 1990. Mr. Conner is a member of
the American Institute of Certified Public Accountants. Mr. Conner holds a
Bachelor of Science degree from Oregon State University.

Our Bylaws currently authorize up to seven directors. Each director is
elected for one year at the annual meeting of stockholders and serves until the
next annual or until a successor is duly elected and qualified. Our executive
officers serve at the discretion of our board of directors. There are no family
relationships among any of our directors and executive officers.

BOARD COMPENSATION.

We will reimburse directors for reasonable out-of-pocket expenses
incurred in attending meetings of the board of directors.

BOARD COMMITTEES.

The Board has established an audit committee. The committee consists of
our directors, William Leonard and Michael G. Conner. The audit committee:

o reviews and monitors our internal accounting procedures,
corporate financial reporting, external and internal audits,
the results and scope of the annual audit and other matters
required by the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Securities and Exchange Commission
thereunder;

o makes recommendations to the board of directors regarding the
selection of independent auditors.

EXECUTIVE COMPENSATION.

At this time, we have not paid any compensation to our President,
Stephen D. Wilson. At the conclusion of this offering, we will enter into
negotiations with Mr. Wilson for an employment agreement pursuant to which
compensation will be paid.

RELATED PARTY TRANSACTIONS

Daniel M. Smith, husband of one of our controlling shareholders,
Jennifer Louise Smith, has advanced operating funds to the Company since March
2001. Through June 30, 2003, Mr. Smith has advance approximately $94,000 to the
Company. These funds have been used to pay administrative expenses such as legal
and accounting fees and compensation to our President, Stephen D. Wilson in
the amount of $6,000 per month since June 2003.

Mr. Smith has advanced a total of $58,900 to our affiliate Smog Centers
of California LLC to acquire our initial smog check test facility in Lemon
Grove, California. In addition, our President, Stephen D. Wilson, has advanced
a total of $5,520 to Smog Centers of California LLC.

The funds advanced by Mr. Smith and Mr. Wilson are reflected in our
financial statements as "Payable to related party". These advances are
non-interest bearing and are due on demand. Mr. Smith and Mr. Wilson have each
agreed to not to demand repayment until sufficient funds are available from
either this offering or from revenues derived from operations.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding beneficial
ownership of our Common Stock as of August 25, 2003, and as adjusted to reflect
the sale of the shares offered by this offering, as to:

o each person known by us to own beneficially more than 5% of our
Common Stock;

o each of our directors and executive officers;

o all of our directors and executive officers as a group.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
NUMBER PERCENT NUMBER PERCENT
NAME AND ADDRESS ------ ------- ------ -------
- ----------------

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

William Leonard -0- 0% -0- 0%
888 SW Fifth Ave. Suite 650
Portland, Oregon 97204

Dewitt H. Montgomery -0- 0% -0- 0%
3633 SE Tenino
Portland, Oregon 97202

Michael G. Conner -0- 0% -0- 0%
4500 SW Kruse Way, Suite 290
Lake Oswego, Oregon 97035

Jennifer Louise Smith 500,000 (a) 50% 500,000(a) 16.67%
32004 NE Wilsonville Rd.
Newberg, Oregon 97132

Joy E. Livingston 500,000 (b) 50% 500,000 (b) 16.67%
PMB 109
PO Box 439060
San Diego, California 92143
- -----------------------------------------

(a) Does not include 2,000,000 shares of Series A Convertible Preferred Stock
which are convertible into 2,000,000 shares of common stock.
(b) Does not include 2,000,000 shares of Series A Convertible Preferred Stock
which are convertible into 2,000,000 shares of common stock.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock, par
value $0.001 per share.

COMMON STOCK. At this time, there are 1,000,000 shares of common stock
issued and outstanding.

The holders of common stock are entitled to one vote per share of
common stock on all matters to be vote on by the stockholders. There are no
cumulative voting rights. Subject to preferences that may be applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive
dividends, if any, as may be declared by the board of directors out of funds
legally available for dividends. In the event of a liquidation, dissolution or
winding up of California Clean Air, Inc., the holders of common stock are
entitled to share ratably in the net assets remaining after payment in full of
all of liabilities, subject to the prior rights of preferred stock, if any, then
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock are fully paid and
nonassessable.

PREFERRED STOCK. We are authorized to issue 20,000,000 shares of
designated preferred stock. At this time, there are 4,000,000 shares of Series A
Convertible Preferred Stock issued and outstanding. The Series A Preferred Stock
have the following rights and preferences:

o The Series A Preferred Stock is convertible into a common stock on
a one-for- basis, subject to adjustment for stock splits and
similar extraordinary stock events;

o Each share of Series A Preferred Stock has ten (10) votes for each
share of common stock into which the preferred stock can be
converted;

o The Series A Preferred Stock votes with the common stock as a
single class;

o The Series A Preferred Stock will entitled to receive dividends in
the following manner:

(a) Upon the commencement of operations of no less than ten (10)
vehicle emissions test centers by Smog Centers of California LLC,
800,000 shares of the Series A Preferred Stock will be each
entitled to receive dividends as and when declared and paid on the
common stock;

(b) An additional 800,000 shares of Series A Stock will be each
entitled to receive dividends as and when declared and paid on the
common stock for each additional ten (10) vehicle emissions test
centers for which operations have commenced, up to a total of fifty
(50) such vehicle test centers.

The board of directors has the authority, without vote or action by the
stockholders, to designate and issue preferred stock in one or more series and
to designate the number of shares, and the rights, preferences and privileges of
each series, any or all of which may be greater than the rights of the common
stock. It is not possible to state the actual effect of the issuance of any
additional shares of preferred stock upon the rights of the holders of common
stock until the board of directors determines the specific rights of the holders
of the preferred stock. However, the effects might include restricting dividends
on the common stock, diluting the voting power of the common stock, impairing
liquidations rights of the common stock and delaying or preventing a change in
control of California Clean Air, Inc. without further action by the stockholders
and may adversely affect the rights of the holders of common stock. We have no
present plans to issue any additional preferred stock in addition to the Series
A Stock.

TRANSFER AGENT. Our transfer agent and registrar is OTR, Inc., 1000
S.W. Broadway, Suite 920, Portland, Oregon 97205.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of our common stock in any public
market that may be established after this offering could adversely affect its
market price and impair our ability to raise equity capital in the future. Only
a limited number of shares will be available for sale shortly after this
offering because of legal restrictions on resale described below; however, after
these restrictions lapse, sales of substantial amounts of our common stock in
the public market are possible.

After the completion of the offering, assuming all shares of common
stock being offered are sold, we will have 3,000,000 shares of common stock
issued and outstanding. Of these shares, the 2,000,000 shares intended to be
sold in the offering will be freely tradeable without restriction under the
Securities Act of 1933, unless purchased by our "affiliates" as that term is
defined in Rule 144 under the Securities Act of 1933. Affiliates are generally
our officers, directors and 10% stockholders.

The remaining 1,000,000 shares of our outstanding common stock are
"restricted securities" within the meaning of Rule 144. Restricted securities
may be sold in the public market only if registered or if they qualify for an
exemption from registration under Rule 144 which is summarized below. Sales of
the restricted stock in the public market or the availability of these shares
for sale could adversely affect the market price of the common stock.

Under Rule 144, the number of shares that may be sold by our affiliates
are subject to volume restrictions. In general, under Rule 144, a person who has
beneficially owned restricted stock for at least one year would be entitled to
sell within any three-month period a number of shares that does not exceed the
greater of the following:

o one percent of the number of shares of common stock then
outstanding, which will equal approximately30,000 shares
immediately after the offering;

o the average weekly trading volume of the common stock during the
four calendar weeks preceding the sale.

Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about us. Under Rule 144(k), a person who is not deemed to have been
our affiliate at any time during the three moths preceding a sale and who has
beneficially owned the shares to be sold for at least two years, is entitled to
sell these shares without complying with the manner of sale, public information,
volume limitations or notice provisions of Rule 144.

PLAN OF DISTRIBUTION

We will not be employing the services of an underwriter or placement
agent in connection with this offering. The common stock will be offered on a
"best efforts" basis by our executive officers and directors without the payment
of any commissions or other remuneration. In addition, we will not be paying any
commissions or fees, directly or indirectly, to finder or dealer in connection
with the solicitation of purchasers of our common stock being offered. The
offering will be conducted on a continuos basis until all shares being offered
are subscribed for or until the offering is terminated by us, whichever first
occurs.

In addition to cash payments for the purchase of the common stock being
offered, we have the discretion to accept marketable securities in payment for
any subscription for the common stock. In order to be accepted as payment for
the common stock, the marketable securities must be traded on a nationally
recognized United States stock exchange or be quoted on the OTC Bulletin Board
at a price no less than the amount of the subscription for the common stock as
of the date of our acceptance of the subscription. and must be free of any liens
and encumbrances. We may require that the investor provide us with an opinion of
counsel satisfactory to us that the securities are freely traded and that the
investor has good and marketable title free and clear any lien or encumbrance.
If we accept marketable securities as payment for the common stock, we will have
the discretion to decide when we will sell those securities.

Our executive officers and directors will seek to sell our common stock
in this offering by contacting persons with whom they have had a prior contact
and by contacting other persons through various methods, including mail,
telephone and other means. We will rely on Rule 3a4-1 under the Securities
Exchange Act of 1934 which sets forth conditions under which a person associated
with an issuer of securities may participate in the offering and not be deemed a
broker-dealer. These conditions are as follows:

o The person is not subject to a statutory disqualification, as that
terms is defined in Section 3(a)(39) of the Securities Exchange Act
of 1934, at the of his participation;

o The person is not compensated in connection with is participation
by payment of commissions or other remuneration based either
directly or indirectly on transactions in our common stock;

o The person is not, at the time of his participation, an associated
person of a broker- dealer; and

o The person primarily performs, or is intended primarily to perform
at the end of the offering, substantial duties for or on behalf of
the issuer otherwise than in connection with transactions in
securities; and has not been an associated person of a broker
-dealer within the preceding twelve months and does not participate
in offering and selling securities for any issue more than once
every twelve months other than in reliance on Section 3(a)4-1.

Our executive officer and our directors satisfy all of the foregoing
conditions of Rule 3(a)4-1.

We reserve the right to accept or reject any subscription delivered to
us under this offering. There is no minimum investment or minimum number of
shares of common stock that must be sold under this offering. Any subscription
funds accepted by us will be immediately available to us for the uses set forth
in the Use of Proceeds on page 7 of this Prospectus.

Each person who wishes to purchase shares of common stock under this
offering will be required to complete and deliver to us a Subscription Agreement
which contains, among other things, certain warranties and representations of
the subscriber.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
California Clean Air, by Robert C. Laskowski, Esq, Portland, Oregon.

EXPERTS

Timothy L. Steers CPA, LLC, independent auditors, have audited our
consolidated financial statements at December 31, 2002. We have included our
financial statements in this prospectus in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

ADDITIONAL INFORMATIONAL AVAILABLE TO YOU

We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act of 1933 with
respect to the common stock offered hereby. This prospectus does not contain all
of the information set forth in the registration statement and the exhibits and
schedules. For further information with respect to California Clean Air, Inc.
and the common stock offered hereby, we refer you to the registration statement
and to the exhibits and schedules. Statements made in this prospectus concerning
the contents of any document referred to herein are not necessarily complete.
With respect to each such document filed as an exhibit tot he registration
statement, we refer you to the exhibit for an more complete description of the
matter involved. The registration statement and the exhibits and schedules ,ay
be inspected without charge at the public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the SEC located at 5670 Wilshire Boulevard, 11th Floor, Los Angeles,
California 90036-3648. Copies of all or any part of the registration statement
may be obtained from the SEC's offices upon payment of fees prescribed by the
SEC. The SEC maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the site is www. sec.gov.

INDEX TO FINANCIAL STATEMENTS Page
----

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

Balance Sheet for the Six Months Ended June 30, 2003 (unaudited)..................... F-12

Statements of Operations for the Six Months Ended June 30, 2003 (unaudited).......... F-13

Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited).......... F-14

Notes to the Financial Statements for the Six Months Ended June 30, 2003 (unaudited). F-15

22 (F-1)

REPORT OF INDEPENDENT AUDITORS

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, except with respect to Note 6
as to which the date is June 16, 2003
Portland, OR

F-2

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

Consolidated Balance Sheets

December 31
----------------------
2002 2001
ASSETS --------- ---------
------

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)
--------- ---------

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

See accompanying notes.

F-3

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

Consolidated Statements of Operations

Cumulative
activity during
development
stage
June 2, 2000
(inception)
Years ended December 31 through
--------------------------------- December 31,
2002 2001 2002
--------------- ---------------- -----------------

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)
=============== ================ =================

See accompanying notes.

F-4

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

Deficit
accumulated
Preferred stock Common stock during
------------------------ ------------------------- development Net capital
shares amount shares amount stage deficiency
----------- ----------- ------------ ----------- ---------------- ---------------

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)
=========== =========== ============ =========== ================ ===============

See accompanying notes.

F-5

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

Consolidated Statements of Cash Flows

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
========== ========== ==========

See accompanying notes.

F-6

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 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

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 (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. Recapitalization
----------------

Effective December 20, 2002, 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 the accompanying consolidated
financial statements.

F-8

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

Notes to Consolidated Financial Statements
December 31, 2002

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
------------

Deferred income taxes consisted of the following at December 31:
2002 2001
--------- ---------

Deferred tax asset - business start-up and organizational
expenditures $ 10,800 $ 5,520

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

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

Reconciliation of income taxes computed at the Federal statutory rate
of 34% to the provision for income taxes is as follows:

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
=============== ================ =================

F-9

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

Notes to Consolidated Financial Statements
December 31, 2002

6. Subsequent events
-----------------

BUSINESS COMBINATION: On June 16, 2003, Smog Centers entered into a
Letter of Intent to acquire all of the assets used in a privately held
business operating a test-only vehicles emissions inspection facility
in the State of California under their Smog Check II program. The
business combination will be accounted for as a purchase.

Under the Letter of Intent, Smog Centers paid $60,000 for the net
assets of the business. The entire purchase price will be allocated to
inspection equipment.

The acquisition can be summarized as follows:
Assets acquired $ 60,000
Fair value of consideration tendered 60,000
---------
Goodwill acquired in acquisition $ -
=========

The following pro forma summary presents consolidated financial
position and results of operations as if acquisition had been acquired
as of the beginning of the Company's 2002 and 2001 fiscal years:

December 31
---------------------------------
2002 2001
---------------- ---------------
Current assets $ 9,832 $ -
Tangible net assets 36,000 48,000
Total assets 45,832 48,000
Current liabilities - -
Total liabilities - 16,560
Total stockholders' equity 45,832 31,440

Years ended December 31
---------------------------------
2002 2001
---------------- ---------------
Net sales $ 74,115 $ 99,045
Cost of goods sold 13,588 18,159
Operating expenses 46,135 49,446
Net income 14,392 31,440
Earnings per common share .003 .006

The above amounts are based upon certain assumptions and estimates,
which the Company believes are reasonable. The pro forma financial
position and results of operations do not purport to be indicative of
the results which would have been obtained had the business combination
occurred as of January 1, 2001 or which may be obtained in the future.

F-10

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

Notes to Consolidated Financial Statements
December 31, 2002

6. Subsequent events (continued)
-----------------------------

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

F-11

CALIFORNIA CLEAN AIR, INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets

June 30, December 31,
2003 2002
------------- ------------
Assets
------

Current assets -
Cash $ 107 $ -
-------- ---------
Total current assets 107 -

Deposits 5,000 -
-------- ---------

$ 5,107 $ -
======== =========

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

Current liabilities:
Accounts payable $ 7,100 $ -
Accrued state taxes payable 30 20
-------- ---------
Total current liabilities 7,130 20

Payable to related parties 88,968 49,531

Net capital deficiency:
Preferred stock; $.0001 par value; authorized 20,000,000
shares; issued and outstanding 4,000,000 shares 4,000 -
Common stock; $.0001 par value; authorized 100,000,000
shares; issued and outstanding 1,000,000 shares 1,000 5,000
Deficit accumulated during the development stage (95,991) (54,551)
-------- ---------
Net capital deficiency (90,991) (49,551)
-------- ---------

$ 5,107 $ -
======== =========

See accompanying notes.
F-12

CALIFORNIA CLEAN AIR, INC.
(A Development Stage Enterprise)

Consolidated Statements of Operations

Cumulative
activity during
development
stage
Three months Six months June 2, 2000
ended June 30 ended June 30 (inception)
------------------------ ------------------------ through
2003 2002 2003 2002 June 30, 2003
----------- ----------- ----------- ---------- ---------------

Operating expenses $ 24,460 $ 8,938 $ 41,430 $ 10,618 $ 95,961
----------- ----------- ----------- ---------- ---------------
Net loss from operations (24,460) (8,938) (41,430) (10,618) (95,961)

Provision for income taxes - State of
Oregon - - 10 10 30
----------- ----------- ----------- ---------- ---------------

Net loss $ (24,460) $ (8,938) $ (41,440) $ (10,628) $ (95,991)
=========== =========== =========== ========== ===============

Net loss per common share $ (.005) $ (.002) $ (.008) $ (.002) $ (.019)
=========== =========== =========== ========== ===============

See accompanying notes.
F-13

CALIFORNIA CLEAN AIR, INC.
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

Cash flows from operating
activities:
Net loss $ (24,460) $ (8,938) $ (41,440) $ (10,628) $ (95,991)
Adjustments to reconcile net
loss to net cash used for
operating activities:
Shares issued in exchange
for services - - - - 5,000
Changes in liabilities:
Accounts payable - - 7,100 - 7,100
Accrued state income
taxes - - 10 10 30
--------- --------- --------- -------- ---------
(24,460) (8,938) (34,330) (10,618) (83,861)

Cash flows from investing activities -
Deposits paid (5,000) - (5,000) - (5,000)

Cash flows from financing
activities -
Advances from, or expenses paid on
behalf of the Company directly by,
related parties 29,405 8,938 39,437 10,618 88,968
--------- --------- --------- -------- ---------

Net change in cash (55) - 107 - 107

Cash at beginning of period 162 - - - -
--------- --------- --------- -------- ---------

Net change in cash $ 107 $ - $ 107 $ - $ 107
========= ========= ========= ======== =========

Supplemental schedule of
noncash financing activities -

Common stock issued in
exchange for services $ - $ - $ - $ - $ 5,000
========= ========= ========= ======== =========

See accompanying notes.
F-14

CALIFORNIA CLEAN AIR, INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 2003

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

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

INTERIM REPORTING: The Company's year end for accounting and tax
purposes is December 31. In the opinion of Management, the accompanying
consolidated financial statements as of June 30, 2003 and 2002 and for
the three and six months then ended and for the cumulative period from
June 2, 2000 (inception) through June 30, 2003 contain all adjustments,
consisting of only normal recurring adjustments, except as noted
elsewhere in the notes to the consolidated financial statements,
necessary to present fairly its financial position, results of its
operations and cash flows. The results of operations for the three and
six months ended June 30, 2003 and 2002 are not necessarily indicative
of the results to be expected for the full year.

STOCK BASED COMPENSATION: The Company accounts for stock based
compensation under Statement of Financial Accounting Standards No. 123
("SFAS 123"). SFAS 123 defines a fair value based method of accounting
for stock based compensation. However, SFAS 123 allows an entity to
continue to measure compensation cost

F-15

CALIFORNIA CLEAN AIR, INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 2003

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

STOCK BASED COMPENSATION (CONTINUED): related to stock and stock
options issued to employees using the intrinsic method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees". Entities electing to remain
with the accounting method of APB 25 must make pro forma disclosures of
net income and earnings per share, as if the fair value method of
accounting defined in SFAS 123 had been applied. The Company has
elected to account for its stock based compensation to employees under
APB 25.

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

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
three and six months ended June 30, 2003 and 2002 and for the
cumulative period from June 2, 2000 (inception) through June 30, 2003.

The Company's Series A Convertible Preferred Stock is considered to be
a common stock equivalent

F-16

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

SEGMENT REPORTING: The Company will begin to report information about
operating segments and related disclosures about products and services,
geographic areas and major customers under Statement of Financial
Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of
an Enterprise and Related Information" when operations begin. Operating
segments are defined as components of an enterprise for which separate
financial information is available that is evaluated regularly by
management in deciding how to allocate resources and in assessing
performance.

USE OF ESTIMATES: The preparation of consolidated financial statements
in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. Deposits
--------

On June 16, 2003, Smog Centers entered into a Letter of Intent to
acquire all of the assets used in a business operating a test-only
vehicles emissions inspection facility in the State of California under
their Smog Check II program. Under the Letter of Intent, the purchase
price will be $60,000. The business combination will be accounted for
as a purchase.

As of June 30, 2003, the Company has paid $5,000 toward the purchase of
the assets. The balance of $55,000 is to be paid upon the execution of
a definitive Asset Purchase or Acquisition agreement.

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

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

3. Preferred Stock
---------------

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

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

F-17

Item 2 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
- ---------------------

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2002; SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2002; AND THE PERIOD FROM JUNE 2, 2000 (INCEPTION) THROUGH JUNE 30, 2003:

Since inception, the Company has not commenced any formal business
operations. All activities have been devoted toward identifying business
combination opportunities and compliance with U.S. Securities and Exchange
Commission Rules and Regulations. Operating expenses of $24,460 incurred during
the three months ended June 30, 2003 increased $15,522 compared to operating
expenses for the three months ended June 30, 2002 primarily as a result of
additional legal expenses relating to the acquisition of assets of a Smog Center
in California.

Revenues:
- --------

The Company had no revenues for the three and six months ended June 30,
2003 and 2002 or for the period from June 2, 2000 (inception) through June 30,
2003.

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

The Company's assets as of June 30, 2003 increased by $10,107 from
those as of December 31, 2002 primarily as a result of deposits paid for the
acquisition of assets of a Smog Center in California.

Liabilities as of June 30, 2003 consisted of accounts payable of $7,100
and payables to related parties of $93,968. As of December 31, 2002, liabilities
consisted only of $49,531 of payables to related parties. Payables to related
parties increased $44,437 from December 31, 2002 to June 30, 2003 due to
operating expenses incurred during that period. Related parties have been paying
the operating expenses of the Company since inception and the Board of Directors
have agreed to reimburse these individuals for the amount without interest.
These individuals have agreed not to demand repayment until cash is available
from a merger, capital stock exchange, asset acquisition, or other business
combination, or from operations.

F-18

No dealer, salesman or other person is
authorized to give any information or
make any representations not contained
in this Prospectus with respect to the
offering made hereby. This Prospectus
does not constitute an offer to sell any
of the securities offered hereby in any
jurisdiction where, or to any person to
whom, it is unlawful to make such an
offer. Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that there has been no
change in the information set forth
herein or in the business of the Company
since the date hereof.

---------------------

2,000,000 Shares

CALIFORNIA CLEAN AIR, INC.

-----------------------------

PROSPECTUS

-----------------------------

______________, 2003

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- --------------------------------------------------

Article VII of the Articles of Incorporation of the Company provides as
follows:

The corporation shall indemnify to the fullest extent not prohibited by
law any person who was or is a party or is threatened to be made a party to any
proceeding against all expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such proceeding.

Article VII of the Amended and Restated Bylaws of the Company provides
as follows:

7.1 INDEMNIFICATION.

The corporation shall indemnify to the fullest extent not prohibited by
law any person who was or is a party or is threatened to be made a party to any
proceeding (as hereinafter defined) against all expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such proceeding.

7.2 ADVANCEMENT OF EXPENSES.

Expenses incurred by a director or officer in defending a proceeding
shall, in all cases, be paid by the corporation in advance of the final
disposition of such proceeding at the written request of such person, if the
person:

7.2.1 Furnishes the corporation a written affirmation of the person's
good faith belief that such person is entitled to be indemnified by the
corporation under this article or under any other indemnification rights granted
by the corporation to such person; and

7.2.2 Furnishes the corporation a written undertaking to repay such
advance to the extent it is ultimately determined by a court that such person is
not entitled to be indemnified by the corporation under this article or under
any other indemnification rights granted by the corporation to such person. Such
advances shall be made without regard to the person's ultimate entitlement to
indemnification under this article or otherwise.

7.3 DEFINITION OF PROCEEDINGS.

The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the right of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which a person may be or may have been involved as a
party or otherwise by reason of the fact that the person is or was a director or
officer of the corporation or a fiduciary within the meaning of the Employee
Retirement Income Security

Act of 1974 with respect to any employee benefit plan of the corporation, or is
or was serving at the request of the corporation as a director, officer or
fiduciary of an employee benefit plan of another corporation, partnership, joint
venture, trust or other enterprise, whether or not serving in such capacity at
the time any liability or expense is incurred for which indemnification or
advancement of expenses can be provided under this article.

7.4 NON-EXCLUSIVITY AND CONTINUITY OF RIGHTS.

The indemnification and entitlement to advancement of expenses provided
by this article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the articles of incorporation or any statute,
agreement, general or specific action of the board of directors, vote of
stockholders or otherwise, shall continue as to a person who has ceased to be a
director or officer, shall inure to the benefit of the heirs, executors, and
administrators of such a person and shall extend to all claims for
indemnification of advancement of expenses after the adoption of this article.

7.5 AMENDMENTS.

Any repeal of this article shall only be prospective and no repeal or
modification hereof shall adversely affect the rights under this article in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding.

7.6 DIRECTOR LIABILITY.

No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director;
provided that this section 7.6 shall not eliminate the liability of a director
for any act or omission for which sum elimination of liability is not permitted
under the Nevada Business Corporation Act. No amendment to the Nevada Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of such amendment.

NRS 78.037 of the Nevada Business Corporation Act, as amended, applies
to the Company and the relevant portions of the statute provides as follows:

NRS 78.037 ARTICLES OF INCORPORATION: OPTIONAL PROVISIONS. The Articles
of Incorporation mat also contain:
1. A provision eliminating or limiting the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but such a provision must not
eliminate or limit liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) The payment of distributions in violation of NRS 78.300.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
- -----------------------------------------------------

The following table sets forth the estimated costs and expenses of the
Company in connection with the offering.

SEC Registration Fee $ 253.00
Legal Fees and Expenses* 35,000.00
Accounting Fees and Expenses* 5,000.00
Printing and Engraving Expenses* 1,000.00
Blue Sky Fees and Expenses* 2,000.00
Miscellaneous* 2,500.00

TOTAL $ 45,753.00
-------------

- ---------------------------------
*Estimated

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
- -------------------------------------------------

On May 29, 2003, the Company issued 2 million shares of its Series A
Convertible Preferred Stock to Joy E. Livingston and 2 million shares of its
Series A Convertible Preferred Stock to Jennifer Louise Smith in consideration
of the return to the Company and cancellation of 4 million shares of common
stock of the Company by Mrs. Livingston and Mrs. Smith.

These transactions are considered exempt by the Company from the
registration requirements of the Securities Act of 1933 in reliance upon the
exemption at Section 4(2) and 4(6) of said Act.

ITEM 27. EXHIBITS.
- ------------------

Page Number or
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------

2 Agreement and Plan of Merger

3.1 Articles of Incorporation of Breakthrough Technology *
Partners I , Inc.

3.2 Articles of Incorporation of California Clean Air, Inc.

3.3 Certificate of Amendment

3.4 Bylaws of California Clean Air, Inc. *

3.5 Articles of Organization of Smog Centers of California, LLC *

Page Number or
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------

3.6 Operating Agreement of Smog Centers of California, LLC *

4.1 Specimen Common Stock Certificate *

4.2 Specimen Series A Convertible Preferred Stock Certificate *

5 Opinion and Consent of Robert C. Laskowski,
Attorney at Law

10 Asset Acquisition Agreement dated August 21, 2003 between
Smog Centers of California, LLC and Quang Vuong

10.1 Assignment and Assumption Agreement dated August 21, 2003

23.1 Consent of Timothy L. Steers, CPA, LLC

23.2 Consent of Robert C. Laskowski, Attorney at Law
(included in Exhibit 5)

* Incorporated by reference to previous reports on 10-KSB and the
registration statement on Form 10-SB.

ITEM 28. UNDERTAKINGS.
- ----------------------

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers and sales are being
made, a post- effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

(iii) To include any additional or changed material information
with respect to the plan of distribution.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being offered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of each issue.

3. The undersigned Registrant hereby undertakes that:

(a) For determining liability under the Securities Act, the information
omitted from the form of prospectus filed as part of a registration statement
filed pursuant to Rule 430A and contained in the form of a prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of the registration statement as of
the time is was declared effective.

(b) For determining liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this amended
registration statement to be signed on its behalf by the undersigned, in the
City of San Diego and State of California on October 28, 2003.

CALIFORNIA CLEAN AIR, INC.
a Nevada corporation

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

In accordance with the requirements of the Securities Act of 1933, this
amended registration statement was signed below by the following persons in the
capacities and on the dates stated.

Signature Title Date
- --------- ----- ----

/s/ STEPHEN D. WILSON President; Chief Executive October 28, 2003
- -------------------------- Officer; Secretary; Director
Stephen D. Wilson

/s/ WILLIAM LEONARD Director October 28, 2003
- --------------------------
William Leonard

/s/ DEWITT H. MONGOMERY Director October 28, 2003
- --------------------------
Dewitt H. Montgomery

/s/ MICHAEL G. CONNER Director October 28, 2003
- --------------------------
Michael G. Conner