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

                                   FORM 10-KSB

                                   (Mark One)
         [X] Annual Report Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

         [ ] Transitional Report Under Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

                         Commission file number: 0-28031

                             PACIFIC FUEL CELL CORP.
                             -----------------------
             (Exact name of registrant as specified in its charter)

                              RADIOTOWER.COM, INC.
                              --------------------
                                  (Former Name)

             Nevada                                              91-1921581
             ------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               131 N. Tustin Ave.
                                    Suite 100
                                Tustin, CA 92780
                                 (714) 564-1693
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes  X  No
          ---    ---


                          (Continued on Following Page)


                                                                               1

<PAGE>



Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.
                  ----

State issuer's revenues for its most recent fiscal year. $1,309.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $715,200 as of April 12, 2002.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of April 12, 2002:  59,940,000
shares of common stock.

Documents incorporated by reference:  None




                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                             PACIFIC FUEL CELL CORP.

                                                                            PAGE
                                                                            ----
Facing Page
Index
PART I
Item 1.    Description of Business...........................................  4
Item 2.    Description of Property...........................................  8
Item 3.    Legal Proceedings.................................................  8
Item 4.    Submission of Matters to a Vote of
               Security Holders..............................................  8

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters...............................  8
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations....................................................  9
Item 7     Financial Statements.............................................. 13
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure...................................... 27

PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act............................. 27
Item 10.   Executive Compensation............................................ 28
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management......................................... 29
Item 12.   Certain Relationships and Related
               Transactions.................................................. 30

PART IV
Item 13.   Exhibits and Reports on Form 8-K.................................. 30


SIGNATURES................................................................... 32


                                                                               3

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

History

     Pacific  Fuel Cell  Corp.  ("we,"us,"  "our," the  "Company"  or "PFC") was
incorporated  under the laws of the State of  Nevada on May 5,  1998,  under the
original  name  "Magnum  Ventures  Inc." We changed  our name on May 18, 1999 to
"RadioTower.com,  Inc."  Thereafter,  in August 2001, we changed our name to our
current  name. We were  originally  in the mining  business and on June 4, 1998,
acquired an option to purchase  certain  mineral claims.  However,  this was the
extent of our operation as a mining  company and our  involvement  in the mining
industry.  We did not do any testing on or developing of the mineral claims.  In
March 1999, our board of directors  decided to abandon our rights to the mineral
claims and not to make any further option payments, resulting in the termination
of the option.  We ceased all mining  industry  activities  at that time and our
board of directors decided to enter into the radio Internet business.

     In March 1999,  we acquired  the right to the domain name  "Radiotower.com"
and the name "Radio  Tower  Interactive"  in exchange  for issuance of 9,750,000
shares of our common  stock,  which was  valued at  $65,000,  approximately  the
predecessor's cost. We became an Internet company  (www.radiotower.com) and were
one of the first companies  online with a live radio directory and audio portal.
The  directory  was a free  television  guide-like  listing of over 1,000  radio
stations worldwide, which allowed listeners to link to and listen to these radio
stations.  Our web site only  contained  listings for those radio  stations that
already  broadcast  their signals over the Internet using  RealAudio(TM)  and/or
Windows Media Player(TM).

     As a result of our inability to generate  sufficient  revenues and generate
profits,  we elected  to cease  operations  in August  2001.  Relevant  thereto,
effective August 28, 2001, we closed an acquisition of certain assets previously
owned by Fullerene USA, Inc. ("Fullerene"), a privately held Nevada corporation.
On July 2, 2001, the parties entered into a definitive agreement which contained
various conditions prior to effectiveness, including completion of due diligence
activities and other matters. These conditions were satisfied on August 3, 2001,
when the closing of the Asset acquisition  occurred.  The terms of the Fullerene
Agreement  provide for the acquisition by us of an exclusive  worldwide  license
(except for Japan) in Fullerene's  proprietary fuel cell  technology,  including
certain  future  acquired  intellectual  property,  for  use  in  transportation
applications  (the "Assets").  In exchange for the Assets,  we issued 30,100,000
shares of our "restricted" common stock, equal to ownership of approximately 51%
of our outstanding stock. In conjunction with

                                                                               4

<PAGE>



our new business plan, our shareholders approved an amendment to our Articles of
Incorporation,  changed our name to "Pacific  Fuel Cell Corp." The number of our
authorized  common shares was also increased to 200,000,000.  The balance of our
authorized capitalization remains as previously established immediately prior to
the Fullerene Agreement.

Description of New Business

     The need for electric  power is constantly  increasing in our society every
year.  At the same  time,  the  burning  of fossil  fuel is  creating a negative
environmental  impact,  which includes global warming and pollution.  Management
believes  that  fuel  cells can  provide  affordable,  environmentally  friendly
energy, alleviating both shortages and pollution.

     Our new  business  is to  develop  and  produce  low cost  fuel  cells  for
transportation,   using  its  proprietary   technology  acquired  in  the  Asset
acquisition  described  above  to  severely  reduce  or  eliminate  the need for
platinum as a catalyst.  Current technology uses platinum,  a precious metal, as
the catalyst for hydrogen to separate into a proton and electron. Since platinum
is a high cost metal, in very limited production,  its use creates a bottleneck,
preventing fuel cells from coming down in price even at high volume  production.
Our method of producing  fuel cells is expected to minimize or eliminate the use
of  platinum.  If  successful,  the  result  will be low cost fuel cells at high
volume production  levels.  Our licensed fuel cell technology gives us exclusive
worldwide rights (except Japan) for all transportation uses. Our intention is to
build a prototype which, if it meets expectations, will be placed in production.
This will require  additional capital and as of the date of this Report, we have
no agreement with any third party to provide us with this additional capital.

     Since the  closing of the  Fullerene  Agreement  and as of the date of this
Report,  we have also investigated the possibility of using our proprietary fuel
cell technology to provide  electricity for small commercial  establishments and
households.  Although  we do not  currently  have the rights to utilize our fuel
cell  technology  in this market,  we believe  that, if we decide to pursue this
market, we can acquire such rights from Fullerene on advantageous terms.

     On September  12, 2001,  we entered into an agreement  with WINZ Co.,  Ltd.
("WINZ"),  of Japan to acquire an exclusive  worldwide license (excluding Japan)
in all of WINZ'  intellectual  property,  including any and all future  acquired
surrounding intellectual property. WINZ manufactures state of the art inverters,
which convert direct current into  alternating  current,  thereby  allowing fuel
cells to power standard household appliances.


                                                                               5

<PAGE>



     We are currently vigorously pursuing the development of a prototype and, if
sufficient  capital can be raised,  expect to have a prototype before the end of
2002.

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differ in methodology,  suitable scale
and efficiency. Our interest (and patent applications) is in the Proton Exchange
Membrane (PEM) method which is very suitable for low temperature  operation.  It
has a much higher  fuel to electric  power  conversion  rate,  40 to 60 percent,
compared to 30 percent area for a traditional  internal  combustion engine. This
new  methodology  of generating  electricity is expected to bring many benefits,
with few environmental problems.

     We  also  intend  to  acquire  additional  related  intellectual  property.
However, as of the date of this Report, no definitive  agreements to acquire the
same have been reached with any third party, other than as discussed above.

     In order to implement our business plan, we require  additional funding and
there is no assurance that adequate  funds,  whether  through equity  financing,
debt  financing  or other  sources,  will be  available  when needed or on terms
acceptable to us. As of the date of this Report, we have no definitive agreement
with any investment  banking firm,  venture  capital firm or any other source of
funds who has made any  commitment  to us to provide any funding.  Further,  any
such funding may result in significant  dilution to existing  stockholders.  The
inability to obtain sufficient funds from external sources when needed will have
a material adverse affect on our, results of operations and financial condition.

     During the year ended December 31, 2001, we issued  6,000,000 shares of our
common stock to one investor,  for aggregate  proceeds of $6,000. We also issued
1,070,000  shares  of our  common  stock in  exchange  for debt  forgiveness  of
$101,050.

Subsequent Event

     Subsequent  to December 31, 2001,  we sold  1,000,000  shares of our common
stock and received net proceeds of $46,819 therefrom ($.05 per share).

Competition

     Our major competitors and their respective  products  include,  but are not
limited to, the following:

COMPANY                           PRODUCT(S)
--------------------------        ----------------------------------------------

Anuvu Incorporated                "Carbon-X" PEMs
Avista Labs                       residential and small commercial

                                                                               6

<PAGE>



Ballard Power Systems             pressurized PEM's for vehicles, up
                                  to 85kw, portable and stationary
                                  PEMs
DCH Technology, Inc.              12W-5kw
Energy Partners, L.C.             stationary applications
Hydrogenics                       back-up power for cellular towers
NU Element, Inc.                  1 kw - 200kw
Nuvera Fuel Cells                 0.7kw - 60 kw
Plug Power                        residential
Proton Energy Systems, Inc.       electrolyzers and regenerative fuel
                                  cell systems
Schatz Energy Research            automotive, portable

     This group of companies  specializes in Proton Exchange Membrane (PEM) Fuel
Cells and are therefore direct technology competitors.

     We have not included  automobile  companies  such as Mitsubishi and General
Motors since their focus is directed  towards  transportation.  Likewise,  large
industrial  companies such as Siemans AG, UTC Fuel Cells (a United  Technologies
Company) and Teledyne  Energy  Systems were not included  since their main focus
appears to be larger power  systems.  However,  UTC Fuel Cells does have a major
push on  residential  fuel cell use and  therefore  must be  considered a future
competitor.  Any major company listed here should be considered a potential,  if
not actual, competitor because of its size.

     Also,  we  have  not  included  companies  such  as  Manhattan   Scientific
(specializing  in fuel cells for bicycles) or H Power,  where we felt that their
products would not be currently  competitive  with those of our company.  Again,
these companies have the potential to become competitors at any time.

     We are a relative  newcomer to this group,  but, while no assurances can be
provided,  we  believe  that  our R&D  strategy  positions  us to  leapfrog  the
competition  and produce a commercially  viable product by early 2003,  provided
that we can raise the necessary capital to allow us to continue our R&D efforts.

Trademarks/Tradenames

     We currently do not have any registered trademarks or tradenames,  although
we  expect  this to  change  as we move  towards  the  commercialization  of our
technology.

Government Regulations

     We are not subject to any extraordinary  governmental  regulations relating
to its business.


                                                                               7

<PAGE>



Employees

     As of the date of this Report,  we have no employees.  Our  operations  are
non-union.  In addition,  management  believes that the available labor force in
the geographic  areas where our facilities are located are sufficient to support
the  expansion  anticipated  over the next 12 months.  If and when we are in the
financial  position  to do so,  we  intend  to hire  employees  in the  areas of
research and development, and marketing.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We operate  from our  principal  executive  offices at 131 N. Tustin  Ave.,
Suite  100,  Tustin,  CA 92780,  which  space is  provided  on a rent free basis
pursuant to a verbal,  month to month lease, by George Suzuki, our President and
a director.  This space  consists of 700 square feet of executive  office space.
See "Part III, Item 12, Certain Relationships and Related Transactions." We have
no other properties.  In the event we are able to obtain the necessary  funding,
we expect  that we will move our  offices to an  expanded  location in or around
Tustin,  California.  We believe there is an adequate supply of available office
space should the need arise.

ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to any pending legal proceedings.

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

     No matters were submitted to our shareholders during the three month period
ended December 31, 2001, or subsequent thereto.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     On August 25, 2000, our common stock  commenced  trading on the OTC BB. Our
common stock was  previously  quoted on the pink sheets under the symbol "RDOT."
Prior to our 3:2 stock split  effective  June 20, 2000,  our common stock traded
under the symbol "RTOW." It now trades under the symbol "PFCE."

     The table  below  sets forth the  reported  high and low bid prices for the
periods  indicated.  The bid prices shown reflect  quotations  between  dealers,
without adjustment for markups, markdowns or commissions,  and may not represent
actual transactions in the Company's securities.


                                                                               8

<PAGE>



                                                      Bid Price
         Quarter Ended                          High              Low
         -------------                         -------          -------

         March 31, 2000                        $2.00            $0.17
         June 20, 2000                         $2.00            $1.35
         June 30, 2000(1)                      $1.75            $0.875
         September 30, 2000                    $1.45            $0.60
         December 31, 2000                     $1.00            $0.10

         March 31, 2001                        $0.35            $0.025
         June 30, 2001                         $0.285           $0.03
         September 30, 2001                    $0.23            $0.041
         December 31, 2001                     $0.085           $0.017

----------------------------
(1)  Reflects 3:2 forward split  effective June 20, 2000.

     As of April 12, 2002, the closing bid price of our common stock was $0.03.

     (b) Holders. We have approximately 30 holders of record of our common stock
as of April 12, 2002.

     (c) Dividends.  We did not pay any dividends on our Common Stock during the
two years ended December 31, 2001.  Pursuant to the laws of the State of Nevada,
a  corporation  may not issue a  distribution  if, after giving its effect,  the
corporation  would not be able to pay its debts as they  became due in the usual
course of business,  or such  corporation's  total assets would be less than the
sum of their  total  liabilities  plus the amount  that would be needed,  if the
corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights upon dissolution of shareholders whose preferential  rights
are superior to those receiving the distribution.  As a result,  management does
not foresee  that we will have the ability to pay a dividend on our Common Stock
in the fiscal year ended  December  31,  2002.  See "Part II, Item 7,  Financial
Statements."

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

     The following  discussion  should be read in  conjunction  with our audited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward

                                                                               9

<PAGE>



looking statements are necessarily based upon estimates and assumptions that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward looking statements.

     We generated  nominal  revenues  during the fiscal years ended December
31, 2001 and  December  31, 2000.  During the year ended  December 31, 2001,  we
incurred costs and expenses totaling $256,250,  which includes $184,000 in stock
based  compensation,  as well as $68,859 in selling,  general and administrative
expense.  As a result,  we incurred a net loss of  $(219,441)  during the fiscal
year ended  December 31, 2001 ($0.01 per share).  Because we  generated  nominal
revenues  during the year ended  December  31,  2001,  following  is our Plan of
Operation, rather than a comparison of results of operations.

Plan of Operation

     The need for electric  power is constantly  increasing in our society every
year.  At the same  time,  the  burning  of fossil  fuel is  creating a negative
environmental  impact,  which includes global warming and pollution.  Management
believes  that  fuel  cells can  provide  affordable,  environmentally  friendly
energy, alleviating both shortages and pollution.

     Our new  business  is to  develop  and  produce  low cost  fuel  cells  for
transportation,  using our  proprietary  technology  acquired  in the  Fullerene
acquisition  described  above  to  severely  reduce  or  eliminate  the need for
platinum as a catalyst.  Current technology uses platinum,  a precious metal, as
the catalyst for hydrogen to separate into a proton and electron. Since platinum
is a high cost metal, in very limited production,  its use creates a bottleneck,
preventing fuel cells from coming down in price even at high volume  production.
Our method of producing  fuel cells is expected to minimize or eliminate the use
of  platinum.  If  successful,  the  result  will be low cost fuel cells at high
volume production  levels.  Our licensed fuel cell technology gives us exclusive
worldwide rights (except Japan) for all transportation uses. Our intention is to
build a prototype which, if it meets expectations, will be placed in production.
This will require additional capital.

     Since the  closing of the  Fullerene  Agreement  and as of the date of this
Report,  we have also investigated the possibility of using our proprietary fuel
cell technology to provide  electricity for small commercial  establishments and
households.  Although  we do not  currently  have the rights to utilize our fuel
cell technology


                                                                              10

<PAGE>

in this market,  we believe  that,  if we decide to pursue this  market,  we can
acquire such rights from Fullerene on advantageous terms.

     Fuel  cell  acceptance   appears  to  be  accelerating.   Large  and  small
corporations,  as well as the United States government,  all appear convinced of
the value of fuel cell technology.  Despite all this activity, we have still not
seen a commercial  product that, in our opinion,  was competitively  priced with
other forms of energy.  We believe that,  while fuel cell products will begin to
proliferate,  market  acceptance  will come only when prices fall to competitive
levels.

     As of the date of this Report,  in order to bring about  commercialization,
we are focused on building a prototype, enhancing product performance,  reducing
product costs, designing market-ready products, developing  volume-manufacturing
capability,  and building  customer and supplier  relationships.  We are working
closely with  strategic  partners to transform our current  technology  position
into market leadership in our target markets.

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differ in methodology,  suitable scale
and efficiency. Our interest (and patent applications) is in the Proton Exchange
Membrane (PEM) method which is very suitable for low temperature  operation.  It
has a much higher  fuel to electric  power  conversion  rate,  40 to 60 percent,
compared to 30 percent area for a traditional  internal  combustion engine. This
new  methodology  of generating  electricity is expected to bring many benefits,
with few environmental problems.

     We  also  intend  to  acquire  additional  related  intellectual  property.
However, as of the date of this Report, no definitive  agreements to acquire the
same have been reached with any third party, other than as discussed above.

     In order to implement our business plan, we currently estimate that we will
require additional funding of approximately $5 million.  We anticipate that $2.5
million  will be utilized  for  investment  in a target  conventional  generator
company and the balance of $2.5 million for fuel cell development.  There can be
no assurance that our estimates of this necessary  capital will be accurate,  or
that we will be able to raise these funds,  whether  through  equity  financing,
debt  financing  or other  sources,  or that such funds will be  available  when
needed or on terms  acceptable to us. As of the date of this Report,  we have no
definitive  agreement with any investment  banking firm, venture capital firm or
any other  source  of funds who has made any  commitment  to us to  provide  any
funding.  Further,  any such  funding  may  result in  significant  dilution  to
existing  stockholders.  The inability to obtain  sufficient funds from external
sources when needed will have a

                                                                              11

<PAGE>



material adverse affect on our, results of operations and financial condition.

     Subject  to  receipt  of  additional  capital,  of  which  there  can be no
assurance,  we are preparing for the 2003  introduction  of our first  prototype
fuel cell.

     During the year ending  December 31, 2002, we plan to acquire a traditional
generator  manufacturing company with sales in the $5 to $15 million range. This
should  enable  the  commercialization  of  our  proprietary   technology  while
concurrently  introducing  our  products to what we consider to be an  important
market  segment.  While we have  identified  various  entities  which  meet this
criteria,  we have not commenced any negotiations and there can be no assurances
that we will successfully consummate such an acquisition.  If so consummated, it
is anticipated that such an acquisition would be funded by cash, issuance of our
securities or a  combination  thereof.  There can be no  assurances  that, if an
acceptable acquisition is identified, we will have sufficient cash available, if
the terms of such acquisition required the same.

     We are also currently  negotiating with a major California university to do
advanced research on fuel cell technology based on our proprietary  intellectual
property.

Liquidity and Capital Resources

     At  December  31,  2001,  we had $478 in cash.  We had  $10,160 in accounts
payable and accrued  expenses.  We also had an outstanding loan in the amount of
$2,083, due to Fullerene,  USA, Inc., our majority  stockholder,  which does not
accrue interest and is due December 31, 2002.

     In order to implement our business plan, we currently estimate that we will
require additional funding of approximately $5 million.  We anticipate that $2.5
million  will be utilized  for  investment  in a target  conventional  generator
company and the balance of $2.5 million for fuel cell development.  There can be
no assurance that our estimates of this necessary  capital will be accurate,  or
that we will be able to raise these funds,  whether  through  equity  financing,
debt  financing  or other  sources,  or that such funds will be  available  when
needed or on terms  acceptable to us. As of the date of this Report,  we have no
definitive  agreement with any investment  banking firm, venture capital firm or
any other  source  of funds who has made any  commitment  to us to  provide  any
funding.  Further,  any such  funding  may  result in  significant  dilution  to
existing  stockholders.  The inability to obtain  sufficient funds from external
sources  when  needed  will have a material  adverse  affect on our,  results of
operations and financial condition.


                                                                              12

<PAGE>



Trends

     We believe that fuel cell  development is accelerating in all areas, due to
the  advantages  of low  pollution and  independence  from fossil  fuels.  Major
automobile,  industrial  and power  supply  companies  are  heavily  involved in
research  and  development  activities  of fuel  cell  technology  and many have
announced prototypes and commercial models.  However, there has not been a major
commercial breakthrough, which we attribute to the high cost of the products and
the lack of consumer proven reliability.

     We expect that interest in fuel cells by the general public, government and
the provide  sector will  continue to grow,  leading to increased  acceptance of
fuel cells, along with increased  competition.  However, while no assurances can
be provided,  we believe that the anticipated  increased acceptance of fuel cell
technology may make it easier for us to raise the additional  capital  necessary
for us to implement our business plan and develop our prototype.

Inflation

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on our results of operations
during 2001.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              13


<PAGE>




                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

         Report of Independent Auditors                                       1

         Balance Sheet                                                        2

         Statements of Operations                                             3

         Statement of Changes in Stockholders' Equity                         4

         Statements of Cash Flows                                             5

         Notes to Financial Statements                                     6-12



























                                                                              14

<PAGE>




                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Pacific Fuel Cell Corp.

We have audited the  accompanying  balance  sheet of Pacific Fuel Cell Corp.  (a
development  stage company) as of December 31, 2001, and the related  statements
of operations,  changes in stockholders'  equity, and cash flows for years ended
December  31,  2001 and 2000,  and the period  from May 5, 1998  (inception)  to
December 31, 2001.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Pacific Fuel Cell Corp.  (a
development  stage  company) as of  December  31,  2001,  and the results of its
operations,  and its cash flows for the years ended  December 31, 2001 and 2000,
and the period from May 5, 1998  (inception)  to December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial   statements,   the  Company  has  incurred  significant  losses  from
operations,  has a working capital deficit, and is reliant on raising capital to
initiate their business plan.  These factors raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


                                    s/Stark Winter Schenkein & Co., LLP

Denver, Colorado
March 27, 2002


                                      1

                                                                              15
<PAGE>


                                 PACIFIC FUEL CELL CORP.
                              (A DEVELOPMENT STAGE COMPANY)
                                      BALANCE SHEET
                                    DECEMBER 31, 2001

                           ASSETS

CURRENT ASSETS
  Cash                                                  $       478
                                                        -----------

            Total current assets                                478
                                                        -----------

  LICENSE                                                   451,500
                                                        -----------

                                                        $   451,978
                                                        ===========


           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                 $    10,160
  Operating advances - related party                          2,083
                                                        -----------

            Total current liabilities                        12,243
                                                        -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding
                                                                  -
  Common stock, $0.001 par value, 200,000,000
    shares authorized, 58,940,000 shares issued              58,940
  Additional paid in capital                              1,066,338
  (Deficit) accumulated during the development stage       (685,543)
                                                         ----------
                                                            439,735
                                                         ----------

                                                         $  451,978
                                                         ==========

    The accompanying notes are an integral part of the financial statements.

                                       2

                                                                              16
<PAGE>
<TABLE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<CAPTION>
                                                                                      FOR THE PERIOD
                                                           YEAR ENDED    YEAR ENDED     MAY 5, 1998
                                                          DECEMBER 31,  DECEMBER 31,   (INCEPTION) TO
                                                              2001          2000      DECEMBER 31, 2001
                                                          -----------   -----------   -----------------
<S>                                                       <C>           <C>           <C>
REVENUE                                                   $     1,309   $     4,015   $           6,172
                                                          -----------   -----------   -----------------

COSTS AND EXPENSES
  Selling, general and administrative                          68,859       228,675             443,135
  Stock compensation                                          184,000             -             195,000
  Amortization                                                      -             -              11,645
  Loss on asset impairment                                          -        54,167              59,167
  Loss on disposal of property and equipment                    3,391             -               3,391
                                                          -----------   -----------   -----------------
                                                              256,250       282,842             712,338
                                                          -----------   -----------   -----------------
OPERATING (LOSS)                                             (254,941)     (278,827)           (706,166)

OTHER INCOME (EXPENSE)
  Interest expense                                                  -             -             (13,362)
  Foreign currency transaction gain (loss)                          -            99                (168)
  Other                                                             -             -              (1,347)
                                                          -----------   -----------   -----------------
                                                                    -            99             (14,877)
                                                          -----------   -----------   -----------------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                         (254,941)     (278,728)           (721,043)

EXTRAORDINARY ITEM, Gain on forgiveness of debt, net of
   income taxes of $12,070                                     23,430             -              23,430
                                                          -----------   -----------   -----------------
NET LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)                 (231,511)     (278,728)           (697,613)

INCOME TAXES (BENEFIT)                                        (12,070)            -             (12,070)
                                                          -----------   -----------   -----------------
NET (LOSS)                                                $  (219,441)  $  (278,728)  $        (685,543)
                                                          ===========   ===========   =================
PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                                  35,506,181    22,522,603          18,073,518
                                                          ===========   ===========   =================
NET (LOSS) PER COMMON SHARE
         Loss from operations                             $     (0.01)  $     (0.01)  $           (0.04)
         Extraordinary item                                         -             -                   -
                                                          -----------   -----------   -----------------
                                                          $     (0.01)  $     (0.01)  $           (0.04)
                                                          ===========   ===========   =================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       3
                                                                              17
<PAGE>

<TABLE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                MAY 5, 1998 (INCEPTION) THROUGH DECEMBER 31, 2001

<CAPTION>
                                                                                                  (Deficit)
                                              Common Stock                         Common        Accumulated
                                          -------------------    Additional         Stock         During the
                                            Shares     Amount  Paid in Capital  Subscriptions  Development Stage    Total
                                          ----------  -------  ---------------  -------------  -----------------  ---------
<S>                                       <C>         <C>      <C>              <C>            <C>                <C>
Issuance of stock for
  cash at $0.006 per share
  (net of issuance costs)                  3,000,000  $ 3,000  $        15,118  $           -  $               -  $  18,118
Issuance of stock for
  repayment of advances
  at $0.007 per share                      2,250,000    2,250           12,750              -                  -     15,000
Net (loss) for the period                          -        -                -              -            (31,065)   (31,065)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Balance at December 31, 1998               5,250,000    5,250           27,868              -            (31,065)     2,053
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Issuance of stock for
  purchase of domain name at
  $0.007 per share                         9,750,000    9,750           55,250              -                  -     65,000
Issuance of stock for
  cash at $0.007 per share                 3,750,000    3,750           21,250              -                  -     25,000
Issuance of stock subscriptions for
  cash at $0.007 per share                         -        -                -         19,000                  -     19,000
Issuance of stock subscriptions as
  payment of wages at $0.007 per share             -        -                -         11,000                  -     11,000
Net (loss) for the year                            -        -                -              -           (156,309)  (156,309)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Balance at December 31, 1999              18,750,000   18,750          104,368         30,000           (187,374)   (34,256)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Issuance of stock pursuant to stock
   subscriptions                           4,500,000    4,500           25,500        (30,000)                 -
Net (loss) for the year                            -        -                -              -           (278,728)  (278,728)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Balance at December 31, 2000              23,250,000   23,250          129,868              -           (466,102)  (312,984)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Issuance of stock for license             30,100,000   30,100          421,400              -                  -    451,500
   agreement at $0.015 per share
Cancelation of common stock as
  condition of license agreement          (2,000,000)  (2,000)               -              -                  -     (2,000)
Issuance of stock for cash
  cash at $0.001 per share                 6,000,000    6,000                -              -                  -      6,000
Stock compensation related to issuance
  of stock below fair market value                 -        -           84,000              -                  -     84,000
Stock compensation related to issuance
  of stock option to acquire license               -        -          100,000              -                  -    100,000
Issuance of stock for cash
  at $0.10 per share                         520,000      520           51,480              -                  -     52,000
Issuance of stock for debt forgiveness
  from shareholders at $0.094 per share    1,070,000    1,070           99,980              -                  -    101,050
Liabilities converted into contributed
  capital                                          -        -          179,610              -                  -    179,610
Net (loss) for the year                            -        -                -              -           (219,441)  (219,441)
                                          ----------  -------  ---------------  -------------  -----------------  ---------
Balance at December 31, 2001              58,940,000  $58,940  $     1,066,338  $           -  $        (685,543) $ 439,735
                                          ==========  =======  ===============  =============  =================  =========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       4
                                                                              18
<PAGE>
<TABLE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                                 FOR THE PERIOD
                                                                      YEAR ENDED   YEAR ENDED      MAY 5, 1998
                                                                      DECEMBER 31, DECEMBER 31,  (INCEPTION) TO
                                                                          2001        2000      DECEMBER 31, 2001
                                                                      -----------  -----------  -----------------
<S>                                                                   <C>          <C>          <C>
OPERATING ACTIVITIES
  Net (loss)                                                          $  (219,441) $  (278,728) $        (685,543)
  Adjustments to reconcile net (loss) to net cash
    (used) in operating activities:
       Stock compensation                                                 184,000            -            195,000
       Gain on the settlement of debt                                      35,500            -             35,500
       Loss on disposal of property and equipment                           3,391            -              3,391
       Amortization and depreciation                                            -          816             12,461
       Interest expense converted to loan payable                               -       12,684             12,684
       Loss on asset impairment                                                 -       54,167             59,167
  Changes in:
       Accounts receivable                                                    193         (193)                 -
       Accounts payable and accrued expenses                              (65,358)      77,198             41,129
                                                                      -----------  -----------  -----------------
Net cash (used in) operating activities                                   (61,715)    (134,056)          (326,211)
                                                                      -----------  -----------  -----------------
INVESTING ACTIVITIES
  Purchase of fixed assets                                                      -            -             (4,891)
  Investment in mineral claims                                                  -            -             (5,000)
                                                                      -----------  -----------  -----------------
           Net cash (used in) investing activities                              -            -             (9,891)
                                                                      -----------  -----------  -----------------
FINANCING ACTIVITIES
  Proceeds from operating advances - related party                         12,732      132,755            225,462
  Payments on operating advances - related party                           (9,000)           -             (9,000)
  Proceeds from stock sales, net of issuance costs                         58,000            -            120,118
                                                                      -----------  -----------  -----------------
           Net cash provided by financing activities                       61,732      132,755            336,580
                                                                      -----------  -----------  -----------------
           Net increase (decrease) in cash                                     17       (1,301)               478

CASH AT BEGINNING OF YEAR                                                     461        1,762                  -
                                                                      -----------  -----------  -----------------
CASH AT END OF YEAR                                                   $       478  $       461                478
                                                                      ===========  ===========  =================
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                              $         -  $         -  $               -
                                                                      ===========  ===========  =================
  Cash paid for income taxes                                          $         -  $         -  $               -
                                                                      ===========  ===========  =================
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH FINANCING AND INVESTING ACTIVITIES

  Issuance of stock for purchase of license agreement                 $   451,500  $         -  $         451,500
                                                                      ===========  ===========  =================
  Conversion of loans payable, shareholders into contributed capital  $   179,610  $         -  $         179,610
                                                                      ===========  ===========  =================
  Cancelation of 2,000,000 shares at par value                        $     2,000  $         -  $           2,000
                                                                      ===========  ===========  =================
  Issuance of stock for repayment of advances                         $   101,050  $         -  $         116,050
                                                                      ===========  ===========  =================
  Conversion of accrued interest into promissory notes                $         -  $    12,684  $          12,684
                                                                      ===========  ===========  =================
  Issuance of stock for purchase of domain asset                      $         -  $         -  $          65,000
                                                                      ===========  ===========  =================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       5
                                                                              19
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Pacific Fuel Cell Corp. (the "Company") was  incorporated in the State of Nevada
on May 5, 1998 as Magnum  Ventures,  Inc. and has been in the development  stage
since its inception. During 1999 the Company changed its name to Radiotower.com,
Inc. and purchased the domain name "Radiotower.com" to use as an internet portal
that provided free online directories of radio stations. During 2001 the Company
abandoned this business plan (Note 4).

Effective  August 3, 2001 the Company acquired a license from Fullerene USA, Inc
("Fullerene") in exchange for 30,100,000  shares of common stock.  Subsequent to
this  acquisition  the Company  changed its name to Pacific Fuel Cell Corp.  and
increased  the  authorized  common  shares to  200,000,000.  The  Company `s new
business plan entails the development, manufacture, and sale of protein exchange
membrane fuel cell technology for use in transportation applications in Southern
California.

Reclassification

Certain amounts from prior year's financial statements have been reclassified to
conform to the current year presentation.

Use of estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and  assumptions  that affect the amounts  reported in these financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Cash and cash equivalents

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Revenue recognition

The Company's recognizes revenue when earned.

Amortization

The cost of the license has not been amortized  since its  acquisition on August
28,  2001.  The Company will begin  amortizing  the cost of the license upon the
recognition  of

                                       6
                                                                              20
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

revenues over the estimated economic life of the license agreement.

Fair value of financial instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2001. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair values.  These financial  instruments  include cash and
accounts  payable  and  operating  advances - related  party.  Fair  values were
assumed to approximate  carrying values for financial  instruments  because they
are short term in nature,  their carrying amounts  approximate  fair values,  or
they are payable on demand.

Net (loss) per common share

The Company follows Statement of Financial  Accounting Standards (SFAS) No. 128,
"Earnings Per Share".  Basic earnings (loss) per common share  calculations  are
determined  by dividing  net income  (loss) by the  weighted  average  number of
shares of common stock outstanding  during the year. Diluted earnings (loss) per
common share  calculations  are  determined by dividing net income (loss) by the
weighted  average number of common shares and dilutive common share  equivalents
outstanding.  During  the  periods  when they are  anti-dilutive,  common  stock
equivalents, if any, are not considered in the computation.

Stock-based compensation

The Company  accounts for stock based  compensation  in accordance with SFAS No.
123,  "Accounting  for  Stock-Based  Compensation".  The  Company has issued its
common stock as compensation to  non-employees.  The Company measures the amount
of  stock-based  compensation  as of the  earlier  of (1) the  date at  which an
agreement  is  reached  with the  non-employee  as to the number of shares to be
issued for performance,  or (2) the date at which the non-employees  performance
is complete. The Company recognizes  compensation expense to the extent that the
fair market value of the stock issued  exceeds the value of the services or cash
received exceed.

Impairment of long-lived assets

The Company  periodically  reviews the carrying  amount of  property,  plant and
equipment and its identifiable  intangible  assets to determine  whether current
events or  circumstances  warrant  adjustments to such carrying  amounts.  If an
impairment  adjustment is deemed necessary,  such loss is measured by the amount
that the carrying  value of such assets  exceeds their fair value.  Considerable
management  judgement  is  necessary  to  estimate  the fair  value  of  assets;
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell.  As of December

                                       7
                                                                              21
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

31, 2001,  management  believes that there is no asset  impairment on long-lived
assets.

Advertising costs

The cost of  advertising  is expensed as incurred.  For the years ended December
31, 2001 and 2000, and the period May 5, 1998  (inception) to December 31, 2001,
the  Company  incurred  advertising  expense of  $1,220,  $5,000,  and  $16,316,
respectively, which is included in selling, general and administrative expenses.

Recent pronouncements

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No. 101 (SAB 101).  SAB 101 provides  guidance on applying  accounting
principles  generally  accepted  in the  United  States of  America  to  revenue
recognition  in financial  statements  and is effective in the Company's  fourth
quarter  of 2000.  The  implementation  of SAB 101 did not have an impact on the
Company's operating results.

In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS 141,
Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is
effective for all business combinations  completed after June 30, 2001. SFAS 142
is effective for the year beginning January 1, 2002;  however certain provisions
of that Statement apply to goodwill and other intangible assets acquired between
July 1, 2001,  and the effective  date of SFAS 142. The Company does not believe
the adoption of these  standards  will have a material  impact on its  financial
statements.

In July 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This Statement  applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15,  2002.  The  Company is  evaluating  the impact of the
adoption of this standard and has not yet  determined  the effect of adoption on
its financial position and results of operations.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement addresses financial accounting and
reporting for the  impairment or disposal of  long-lived  assets and  supersedes
SFAS 121,  Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. The  provisions  of the  statement  are  effective for
financial  statements issued for fiscal years beginning after December 15, 2001.
The Company is  evaluating  the impact of the adoption of this  standard and has
not yet determined the effect of adoption on its financial  position and results
of operations.

                                       8
                                                                              22
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

Note 2.  GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplates  continuation  of the Company as a going  concern.  The Company has
incurred  losses since  inception of $685,543,  has a working capital deficit of
$11,765 and is reliant on raising  capital to initiate  their business plan. The
Company is under new  management and is exploring  options to expand  operations
and raise  additional  funds through  equity and debt  financing;  however,  the
Company has no commitment from any party to provide additional capital and there
is no  assurance  that  such  funding  will  be  available  when  needed,  or if
available, that its terms will be favorable or acceptable to the Company.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Note 3.  LICENSE

The Company signed a licensing agreement on August 28, 2001 with Fullerene for a
exclusive  worldwide license (excluding Japan) to make, use, and sell fuel cells
solely for use in transportation  applications.  The licensing agreement expires
upon the expiration of the underlying patent application, which is 17 years upon
the approval of the patent by the United States Patent and Trademark  Office. As
of the date of the audit report the patent application had not been approved. In
exchange, the Company issued 30,100,000 shares of common stock to Fullerene. The
asset was recorded at the fair market value of the shares of $451,500.

On  September  13,  2001 the  Company  signed  an  exclusive  worldwide  license
(excluding Japan) to acquire all intellectual  property,  present and future, of
Winz Co.,  Ltd.  In  exchange  the  Company  issued a 2-year  option to purchase
1,000,000  shares of its common stock at $0.10 a share. The option was valued at
$100,000, which was the fair market value on the date the option was issued. The
acquisition of these rights was recorded as stock compensation expense since the
rights acquired had no readily determinable fair market value.

Note 4.  LOSS ON ASSET IMPAIRMENT

On March 12, 1999, the Company  entered into an agreement to purchase the domain
name  "RadioTower.com"  in exchange for 9,750,000  shares of  restricted  common
stock at a fair value of $65,000,  which  approximates the predecessor's cost of
the asset. The Company utilized the domain name for its own internet portal that
provided free online

                                       9
                                                                              23
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

directories of live radio stations.  This  transaction had been accounted for as
the purchase of a domain  asset.  During the year ended  December 31, 2000,  the
Company determined that the carrying value of the asset exceeded its' fair value
and, accordingly, a loss of $54,167 was recorded, which represents the excess of
fair value over the carrying value.

The Company  entered into an Option to Purchase  agreement  on June 4, 1998,  to
acquire  the  rights to mineral  property  claims  located  in the Liard  Mining
Division,  British  Columbia.  The  Company  advanced  $5,000  to  evaluate  the
property's  potential.  Additional  funding was not advanced  and the  agreement
expired  during 1998.  The investment of $5,000 was charged to expense as a loss
on asset impairment for the period ending December 31, 1998.

Note 5.  STOCKHOLDERS' EQUITY

During the period May 5, 1998  (inception)  to December  31, 1998 the  following
equity transactions occurred:

     -    Issued 3,000,000 shares of common stock to various  investors for cash
          of $20,000 in a private placement  pursuant to Regulation D, Rule 504.
          Issuance costs were $1,882.

     -    Issued  2,250,000  shares of common  stock for  repayment  of advances
          aggregating $15,000.

During  the year ended  December  31,  1999 the  following  equity  transactions
occurred:

     -    Issued  9,750,000  shares of  common  stock in  consideration  for the
          domain asset and domain name RadioTower.com.  These shares were valued
          at $65,000,  which was the fair market value of the shares on the date
          the shares were issued.

     -    Issued 3,750,000 shares of common stock to various  investors for cash
          of $25,000 in a private placement pursuant to Regulation D, Rule 504

     -    Stock subscriptions for 2,850,000 shares of common stock were accepted
          for cash of $19,000 pursuant to Regulation S. These shares were issued
          during February 2000.

     -    Stock subscriptions for 1,650,000 shares of common stock were accepted
          in exchange  for unpaid  wages of $11,000  pursuant to  Regulation  S.
          These shares were issued during February 2000.


Effective June 20, 2000,  the Company  approved a 3 for 2 forward stock split of
its  common  shares.  All share and per share  amounts  have been  retroactively
restated to give effect to this split.

During  the year ended  December  31,  2001 the  following  equity  transactions
occurred:

                                       10
                                                                              24
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

     -    Issued  30,100,000  shares of common  stock in exchange  for a license
          agreement (Note 3). One of the conditions in the license agreement was
          that certain  shareholders had to surrender 2,000,000 shares of common
          stock for cancellation.

     -    Issued  6,000,000  shares of common stock for cash of $6,000.  Because
          the  stock was  issued  below  its fair  market  value on the date the
          agreement was reached the Company recognized  compensation  expense of
          $84,000.

     -    Issued  520,000  shares of  common  stock at $0.10 a share for cash of
          $52,000.

     -    Recorded stock compensation expense of $100,000 related to a licensing
          agreement (Note 3).

     -    Issued   1,070,000  shares  of  common  stock  in  exchange  for  debt
          forgiveness of $101,050.

     -    Shareholders  of the Company  converted  $179,610 of liabilities  into
          contributed capital.

Note 6.  RELATED PARTY TRANSACTIONS

During the period from May 5, 1998  (inception)  to December 31, 1998,  business
associates  of the sole  officer and director of the Company  ("sole  officer"),
advanced to the Company $15,000. The funds were used to pay for management fees,
a legal  retainer and to reduce the other payable to a related  party.  The sole
officer's associates were repaid through the issuance of 2,250,000 shares.

During the period from May 5, 1998 (inception) to December 31, 2001 shareholders
of the Company  loaned to the Company an aggregate of $225,462.  During the year
ended December 31, 2000 the Company  converted  these  advances into  promissory
notes,  bearing  interest at 9% and due on June 30, 2001.  The face value of the
promissory notes includes accrued interest of $12,684.  During 2001 $101,050 was
converted into common stock and $179,610 was converted into contributed capital.

During the year ended December 31, 2001 the Company received  proceeds of $2,083
from Fullerene. The operating advances are non-interest bearing.

The Company is receiving  office  space on a rent-free  basis from an officer of
the Company.  Rent expense has not been recorded  since the amount is considered
immaterial.

Note 7.  INCOME TAXES

The Company accounts for income taxes under SFAF No. 109, "Accounting for Income
Taxes",  which requires use of the liability method.  SFAS No. 109 provides that
deferred  tax assets  and  liabilities  are  recorded  based on the  differences
between the tax bases of assets and liabilities  and their carrying  amounts for
financial reporting purposes, referred

                                       11
                                                                              25
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMEBR 31, 2001

to as temporary  differences.  Deferred tax assets and liabilities at the end of
each period are  determined  using the  currently  enacted tax rates  applied to
taxable  income in the periods in which the deferred tax assets and  liabilities
are  expected  to be settled or  realized.  The types of  temporary  differences
between the tax basis of assets and their financial  reporting amounts that give
rise to a significant portion of the deferred tax asset are as follows:

                                               Reconciling          Tax
                                                   Item            Effect
                                               -----------        --------

Net operating loss carryforward:                $685,000          $230,000
                                                ========          ========

The net operating  loss carry forward will expire through 2021. The deferred tax
asset has been fully reserved at December 31, 2001.

The change in the valuation allowance for the deferred tax asset during the year
ended December 31, 2001 was $96,000.

Note 8.  SUBSEQUENT EVENT

Subsequent  to December  31, 2001 the Company  sold  1,000,000  shares of common
stock for net proceeds of $46,819.


                                       12





                                                                              26

<PAGE>



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

     None.

                                    PART III

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

     The directors and officers of the Company as of the date of this Report are
as follows:

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

George Suzuki            57            President, Director

Ken K. Inouye            57            Secretary, Treasurer,
                                       Director

William Potts            58            Director

     Directors are elected for one-year  terms or until the next annual  meeting
of shareholders and until their  successors are duly elected and qualified.  Our
officers are  appointed  by our Board of Directors  and serve at the pleasure of
the Board, subject to any rights under employment agreements.

     There are no family  relationships among the officers and directors.  There
is no  arrangement  or  understanding  between  us (or any of our  directors  or
officers)  and any other  person  pursuant  to which such person was or is to be
selected as a director or officer.

Resumes

     George  Suzuki,  assumed his positions  with us upon  effectiveness  of the
Fullerene  Agreement in August 2001. In addition to his positions with us, since
January 1991, Mr. Suzuki has been CEO of Beltec Industries,  Inc., Tustin, CA, a
privately held company engaged in the sale of air  purification  systems.  Also,
from August 1986 through  September  1996,  Mr.  Suzuki was President of Unibell
International Co. Ltd., Tustin, CA, a privately held real estate company engaged
in  land   development  and  investment.   Mr.  Suzuki  is  expected  to  devote
approximately 90% of his business time to our business affairs.

     Ken K. Inouye,  assumed his  positions  with us upon  effectiveness  of the
Fullerene  Agreement in August 2001. In addition to his positions with us, since
1979 Mr. Inouye has been CEO of Advanced American Technology, Inc., Los Angeles,
CA, a privately held technology consulting firm. Mr. Inouye is expected

                                                                              27

<PAGE>



to devote approximately 50% of his business time to our business affairs.

     William A. Potts,  assumed his positions with us upon  effectiveness of the
Fullerene  Agreement in August 2001.  Since  February  1995,  Mr. Potts has been
President and Chief  Operating  Officer of  Sungard/DML,  Inc.,  New York, NY, a
publicly  held  computer  software and services  company.  Mr. Potts  received a
Bachelor of Science  degree from the Rochester  Institute of Technology in 1967.
Mr.  Potts is expected to devote only such time as  necessary  to our  business,
which time is not expected to exceed 5% of his business time.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and  Exchange  Commission.  All of the  aforesaid  persons  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.  During the fiscal year ended December 31, 2001,  the Company  experienced
changes in  management.  From a review of our files,  it appears that no reports
required to be filed have been so filed. However,  there have been no changes in
the securities holdings of any member of our management.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the  years  ended  December  31,  2001 and  1999 of the then  chief
executive  officer of the  Company,  as well as those  persons  who  received in
excess of $100,000 in annual  compensation from the Company during the aforesaid
time.

                           SUMMARY COMPENSATION TABLE

                                              Long Term Compensation
                                           ----------------------------
                    Annual Compensation           Awards        Payouts
                  ------------------------ -------------------  -------
                                                    Securities
                                   Other               Under-              All
Name                               Annual  Restricted  lying              Other
and                                Compen-    Stock   Options/    LTIP   Compen-
Principal         Salary   Bonus   sation    Award(s)   SARs    Payouts   sation
Position    Year    ($)     ($)      ($)       ($)      (#)       ($)      ($)
----------- ----  ------   -----   -------  --------- -------   -------  -------

George Suzuki,(1)
Chairman,
President,
Secretary/
Treasurer   2001    none     none     none      none     none     none     none

-------------------
                                                                              28

<PAGE>



(1)  Mr.  Suzuki  assumed his position as our  President in August 2001.  Prior,
     Michael Levine was our President.  Mr. Levine received no compensation  for
     his services to us during his tenure.

     We have adopted a policy  whereby we reimburse  officers and  directors for
out of pocket  expenses  incurred  by each of them in the  performance  of their
relevant duties.  However,  we did not reimburse any officer or director for any
such expenses during the fiscal year ended December 31, 2001.

     We have no stock plan for employees, but may adopt one in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer,  as of  the  date  of  this  Report.  Unless  otherwise  indicated,  the
shareholders listed possess sole voting and investment power with respect to the
shares shown.

                                                          Percent
Name and Address of           Amount and Nature of          of
Beneficial Owner              Beneficial Ownership         Class
----------------              --------------------        -------
Fullerene USA, Inc.                30,100,000(1)           50.2%
120 N. Almont Drive
Suite 3
Beverly Hills, CA

Stephen G. Godwin                   6,000,000(1)           10.0%
120 N. Almont Drive
Suite 3
Beverly Hills, CA 90211

All Directors and                  30,100,000(1)           50.2%
Executive Officers
Officers as a Group
(3 persons)
-----------------------------

(1)  Messrs.  Suzuki  and  Inouye,  two of our  officers  and  each of whom is a
     director,  each own 29.1% of  Fullerene's  issued  and  outstanding  common
     stock.  Further,  in addition to the 6 million  shares owned by Mr.  Godwin
     referenced  above,  he owns  approximately  9.1% interest in Fullerene USA,
     Inc.


                                                                              29

<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Effective August 2001, we acquired an exclusive  worldwide  license (except
for  Japan)  in  proprietary  fuel cell  technology  (including  certain  future
acquired  intellectual  property) for use in  transportation  applications  (the
"Assets")  from  Fullerene  USA,  Inc.("Fullerene"),  a  privately  held  Nevada
corporation.  In exchange  for the  Assets,  we issued  30,100,000  "restricted"
common shares, equal to ownership of approximately 51% of our outstanding shares
at the time of the acquisition. Messrs. Suzuki and Inouye, our two officers, are
principal shareholders of Fullerene.  They assumed their positions with us after
the closing of this acquisition. As part of the terms of this Agreement, certain
members of our  management  at that time  surrendered  an aggregate of 2,000,000
shares of our Common Stock for cancellation.

     At December 31, 2001, we had an  outstanding  loan in the amount of $2,083,
due to Fullerene,  our majority stockholder,  which does not accrue interest and
is due December 31, 2002.

     In addition,  we operate  from our  principal  executive  offices at 131 N.
Tustin Ave., Suite 100, Tustin, CA 92780, which space is provided on a rent free
basis  pursuant  to a  verbal,  month to month  lease,  by  George  Suzuki,  our
President  and a director.  This space  consists of 700 square feet of executive
office space.

     During  the period  from May 5, 1998  (inception)  to  December  31,  2001,
certain of our shareholders loaned us an aggregate of $225,462.  During the year
ended  December 31, 2000, we converted  these  advances into  promissory  notes,
bearing  interest  at 9% and  due on  June  30,  2001.  The  face  value  of the
promissory notes included accrued interest of $12,684. During 2001, $101,050 was
converted into  1,070,000  shares of our common stock and $179,610 was converted
into contributed capital.

     Except as stated  above or as stated  elsewhere,  no member of  management,
executive  officer or security holder had any direct or indirect interest in any
other transaction with us.

                                     PART IV

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

(a)      Exhibits
         --------

         2.1*   Corporate Charter

         2.2*   Articles of Incorporation

         2.3*   Amendment of Articles of Incorporation

         2.4*   Bylaws

                                                                              30

<PAGE>



         2.5**  Amendment to Articles of Incorporation

         10.1**  Agreement between the Company and Fullerene, USA, Inc.

-----------------------
* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB filed on November 10, 1999, and are incorporated by reference herein.

** Filed with the Securities and Exchange Commission in the Exhibits to Form 8-K
filed on September 6, 2001, and are incorporated by reference herein.

(b)      Reports on Form 8-K
         -------------------

     In the last fiscal  quarter of the fiscal year ended  December 31, 2001, we
did not file any reports on Form 8-K.


                                                                              31

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on April 15, 2002.

                                       PACIFIC FUEL CELL CORP.
                                       (Registrant)


                                       By:s/ George Suzuki
                                          --------------------------------
                                          George Suzuki, President


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on April 15, 2002.



                                       s/ George Suzuki
                                       -----------------------------------
                                       George Suzuki, Director


                                       s/ Ken K. Inouye
                                       -----------------------------------
                                       Ken K. Inouye, Director


                                       -----------------------------------
                                       William Potts, Director


                                                                              32