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, 2003

                         Commission file number: 0-28031

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

            Nevada                                               80-0043875
            ------                                               ----------
 (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
          ---    ---

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.
                  ---

                          (Continued on Following Page)

<PAGE>

State issuer's revenues for its most recent fiscal year. $0.00.

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: $14,632,800 as of March 17, 2004.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of March 17, 2004:  63,440,000
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.............9

PART II
Item 5.       Market for the Registrant's Common Equity and
                  Related Stockholder Matters.................................9
Item 6.       Management's Discussion and Analysis of Financial Condition
                  and Results of Operations..................................10
Item 7.       Financial Statements...........................................14
Item 8.       Changes in and Disagreements on Accounting
                  and Financial Disclosure...................................30

PART III
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..........30
Item 10.      Executive Compensation.........................................31
Item 11.      Security Ownership of Certain Beneficial Owners and Management.32
Item 12.      Certain Relationships and Related Transactions.................33

PART IV
Item 13.      Exhibits and Reports on Form 8-K...............................34
Item 14.      Controls and Procedures........................................35

SIGNATURES...................................................................36


                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

HISTORY

     Pacific  Fuel  Cell  Corp.   ("we,  "us,"  "our,"  or  the  "Company")  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  profits,  we elected to cease our
aforesaid Internet operations in August 2001. On July 2, 2001, we entered into a
definitive  agreement with Fullerene USA, Inc.  ("Fullerene"),  a privately held
Nevada  corporation,  which contained  various  conditions  subsequent  prior to
effectiveness,  including  completion  of due  diligence  activities  and  other
matters  (the  "Fullerene   Agreement").   These  conditions  were  subsequently
satisfied. Effective August 28, 2001, we closed an acquisition of certain assets
previously owned by Fullerene.  The terms of the Fullerene Agreement provide for
the  Company to acquire 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").
The licensing  agreement  expires upon the expiration of the  underlying  patent
application,  which is 17 years  following  the approval of the patent by the US
Patent and  Trademark  Office.  Relevant  thereto,  the US Patent and  Trademark
Office has  advised us that they  intend to provide a notice of issuance of this
patent on or about March 16, 2004.  However,  as of the date of this Report, the
relevant patent application has not yet been approved.

     In exchange for the Assets, we issued 30,100,000 shares of our "restricted"
common stock,  equal to ownership of  approximately  51% of our then outstanding
stock. In conjunction with 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.


                                                                               4

<PAGE>

DESCRIPTION OF CURRENT BUSINESS

     Our  initial  business  plan was to develop and produce low cost fuel cells
for  transportation.  During 2002, we revised our business plan to emphasize the
development  and  production of low cost fuel cells for personal  electronics or
other  applications  requiring  small size and  longevity of use. We revised our
original  business  plan as a result of the  costs  associated  with  developing
transportation  related fuel cells, which exceeded our available capital. We may
reinstate  the elements of the original  business  plan if our current  business
plan proves  successful,  of which there can be no assurance.  As of the date of
this  Report,  in order to bring  about  commercialization,  we are  focused  on
building a commercial prototype, enhancing product performance, reducing product
costs,  designing  market-  ready  products,   developing   volume-manufacturing
capability, and building customer and supplier relationships.

     On November 21, 2002, we entered into an agreement  with the  University of
California at Riverside to develop a  commercially  viable fuel cell  prototype.
The initial term of this agreement ran through  February 2003. In February 2003,
we entered into an amendment  which extended the term of this agreement  through
February 29, 2004. As of the date of this report,  we are engaged in discussions
to extend  this  agreement  again and we expect that such an  extension  will be
executed  in April  2004.  The  activities  of this  venture  continue as if the
extension has already been executed. Pursuant to the terms of this agreement, we
have agreed to reimburse  the  University  for all costs and expenses  incurred,
both direct and  indirect,  in an amount not to exceed  $131,266,  pursuant to a
budget  agreed to by the parties.  The  University,  through its SMART  program,
provides  matching  funds for all direct costs  applicable to development of our
project,  which total  $111,954.  We tendered an initial payment of $70,000 upon
execution of the agreement, with a second advance payment of $61,266 tendered in
March 2003, pursuant to our exercise of our option to extend this agreement.  It
is not anticipated that we will be required to make any additional  payments for
any future extensions.  In order to allow us to make the aforesaid payments,  we
borrowed funds from Fullerene.  See "Part II, Item, 6, Management's Discussion -
Liquidity  and  Capital  Resources"  below  for  the  terms  applicable  to this
obligation.  All information  which we provide to the University has been deemed
confidential for a period of one (1) year after expiration or termination of the
agreement.

     We have also  applied  for  additional  matching  funds  through  the SMART
program and expect to have a decision  shortly  which could provide a multi-year
relationship with the University of California at Riverside.

     As a result of the above  described  relationship  with the  University  of
California at Riverside, on November 10, 2003, we announced that a research team
headed by Professor  Yushan Yan of the University has  successfully  developed a
fuel cell using carbon  nanotube-based  electrodes.  As a result of our research
and development activities with the University, we expect that the use of multi-
walled carbon nanotubes as a platinum support for proton exchange  membrane fuel
cells will reduce the  manufacturing  cost of fuel cells through a decreased use
of platinum. 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,  it is cost prohibitive,  preventing fuel
cells  from  being  economically  viable  even at high  volume  production.  Our
proposed 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.  We  believe  that  a fuel  cell  unit  can  replace
conventional  batteries  because a fuel cell unit should provide longer usage at
lower consumer cost.  While no assurances can be provided that this  development
will result in our  generating  revenues,  this  development  is  considered  by
management to be a significant step forward in the use of fuel cell

                                                                               5

<PAGE>

technology. We expect to have additional information concerning this development
available in the near future.

     We intend to use our proprietary technology to severely reduce or eliminate
the  need  for  platinum  as a  catalyst.  We  believe  our  next  step  in  the
implementation  of our  business  plan  is to  develop  a  viable  manufacturing
prototype  which,  if it  meets  expectations,  will be ready  to be  placed  in
production.  We hope to accomplish  this objective by opening our own laboratory
to develop this additional  prototype.  We estimate that this will require us to
raise a minimum of $1 million in additional debt or equity capital and there are
no assurances that we will be able to raise this capital in the future. While we
are currently engaged in various  discussions with interested parties to provide
these funds,  as of the date of this Report we have no agreement  with any party
to provide  the  necessary  funding to us on terms  favorable  to us, or at all.
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.  Since we announced  our initial  success of producing the
carbon nanotube base catalyst  layer,  we have received a significant  amount of
attention  from  the  investment  community  and  believe  that we are  close to
finalizing  an agreement  for  financing.  We will use a portion of the funds to
build our own laboratory and finalize a commercial  prototype,  while continuing
to conduct research at the University of California at Riverside.

     We have also entered into preliminary  discussions with potential strategic
partners to utilize our current technology  position in order to assume a market
leadership position in our target market of micro fuel cells. However, as of the
date of this  Report,  no  agreements  have been  entered  into and there are no
assurances  that  such  discussions  or any  such  agreement  will  occur in the
foreseeable future.

     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.
However,  there can be no assurances that we will be able to acquire such rights
in the future.

     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,  is  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.

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differs 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.

OTHER MATTERS

     We also may  seek 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 previously reported.


                                                                               6

<PAGE>

     On September  13, 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. In consideration for this license,
we authorized the issuance of a common stock purchase  warrant in favor of WINZ,
granting  them the right to purchase up to 1,000,000  shares of our common stock
at an exercise price of $.10 per share. This warrant expired September 13, 2003.

     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.

     In December  2002,  we issued  2,000,000  shares of our common stock to two
foreign  investors at an offering price of $.05 per share.  Our common stock was
trading at $0.025 at the time of this investment.

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
     Ballard Power Systems          Pressurized PEM's for vehicles, up to
                                             85kw, portable and stationary
     Casio                          PEM fuel cell for PDA
     DCH Technology, Inc.           12W-5kw fuel cell
     Energy Partners, L.C.          Stationary applications
     Hydrogenics                    Back-up power for cellular towers
     H Power                        PEM fuel cell for small portable system
     Hitachi                        PEM fuel cell for notebook computer
     Lynntech                       Direct methanol fuel cell
     Manhattan Science              Portable fuel cells
     MTI Micro Fuel Cells                    Micro fuel cells
     NU Element, Inc.               1 kw - 200kw fuel cell
     Nuvera Fuel Cells              0.7kw - 60 kw fuel cell
     Plug Power                     Residential
     Proton Energy Systems, Inc.    Electrolyzers and regenerative fuel
                                             cell systems
     Schatz Energy Research         Automotive, portable
     Superior MicroPowders          Micro MEA


                                                                               7

<PAGE>

     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.

     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 finalize a commercially  viable  prototype by the second half of
2004 provided  that we can raise the  necessary  capital to allow us to continue
our research and development 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 our business.

EMPLOYEES

     As of the date of this Report,  we have 3 employees,  our current officers.
Our  operations  are  non-union.  There has been no history of labor  strikes or
unrest  at any of our  facilities.  We  believe  that  our  relations  with  our
employees  remains  satisfactory.  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 additional
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 to include our
proposed lab discussed in "Part I, Item 1, Business,"  above,  which is expected
to be located in or around the  University of California at Riverside  location.
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.

                                                                               8

<PAGE>

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, 2003, 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.

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

     March 31, 2002                          $0.126     $0.025
     June 30, 2002                           $0.05      $0.013
     September 30, 2002                      $0.185     $0.013
     December 31, 2002                       $0.145     $0.02

     March 31, 2003                          $0.065     $0.025
     June 30 , 2003                          $0.055     $0.02
     September 30, 2003                      $0.045     $0.022
     December 31, 2003                       $0.55      $0.03

     As of March 17, 2004, the closing bid price of our common stock was $.52.

     (b) Holders. We have approximately 34 holders of record of our common stock
as of December 31, 2003, not including those shares held in "street name.".

     (c) Dividends.  We did not pay any dividends on our Common Stock during the
two years ended December 31, 2003.  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,  2003.  See "Part II, Item 7,  Financial
Statements."


                                                                               9

<PAGE>

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 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 did not generate any revenues during our fiscal years ended December 31,
2003 and 2002.  During our fiscal  year ended  December  31,  2003 , we incurred
costs  and  expenses   totaling   $99,554,   which   consisted  of  general  and
administrative  expenses only and was a decrease of $479,119  from 2002.  During
our fiscal year ended  December  31,  2002,  we incurred  costs and  expenses of
$578,673, which included $45,000 in stock based compensation, as well as $82,173
in selling,  general  and  administrative  expense.  Also during our fiscal year
ended  December 31,  2002,  we incurred a loss on asset  impairment  of $451,500
relevant to a determination  by our management  that our license  agreement with
Fullerene was  impaired.  This  decision was based upon the  uncertainty  of our
ability to raise sufficient capital in a timely manner to develop a commercially
viable fuel cell technology.

     As a result,  we  incurred a net loss of  $103,382  during our fiscal  year
ended  December 31, 2003 (less than $0.01 per share),  as compared to a net loss
of $(579,912)  during our fiscal year ended December 31, 2002 ($0.01 per share).
Because we did not  generate any  revenues  during the years ended  December 31,
2003 and 2002,  following is our Plan of Operation,  rather than a comparison of
results of operations.

PLAN OF OPERATION

     Our  initial  business  plan was to develop and produce low cost fuel cells
for  transportation.  During 2002, we revised our business plan to emphasize the
development  and  production of low cost fuel cells for personal  electronics or
other  applications  requiring  small size and  longevity of use. We revised our
original  business  plan as a result of the  costs  associated  with  developing
transportation  related fuel cells, which exceeded our available capital. We may
reinstate  the elements of the original  business  plan if our current  business
plan proves  successful,  of which there can be no assurance.  As of the date of
this  Report,  in order to bring  about  commercialization,  we are  focused  on
building a commercial prototype, enhancing product performance, reducing product
costs,  designing  market-  ready  products,   developing   volume-manufacturing
capability, and building customer and supplier relationships.

     On November 21, 2002, we entered into an agreement  with the  University of
California at Riverside to develop a  commercially  viable fuel cell  prototype.
The initial term of this agreement

                                                                              10

<PAGE>

ran through  February 2003. In February 2003, we entered into an amendment which
extended the term of this agreement through February 29, 2004. As of the date of
this report, we are engaged in discussions to extend this agreement again and we
expect that such an extension  will be executed in April 2004. The activities of
this venture continue as if the extension has already been executed. Pursuant to
the terms of this agreement,  we have agreed to reimburse the University for all
costs and  expenses  incurred,  both  direct and  indirect,  in an amount not to
exceed $131,266,  pursuant to a budget agreed to by the parties. The University,
through  its  SMART  program,  provides  matching  funds  for all  direct  costs
applicable to development of our project,  which total $111,954.  We tendered an
initial  payment of  $70,000  upon  execution  of the  agreement,  with a second
advance payment of $61,266  tendered in March 2003,  pursuant to our exercise of
our  option to extend  this  agreement.  It is not  anticipated  that we will be
required to make any additional payments for any future extensions.  In order to
allow us to make the aforesaid payments,  we borrowed funds from Fullerene.  See
"Part II, Item, 6,  Management's  Discussion - Liquidity and Capital  Resources"
below for the terms  applicable to this  obligation.  All  information  which we
provide to the University has been deemed  confidential  for a period of one (1)
year after expiration or termination of the agreement.

     We have also  applied  for  additional  matching  funds  through  the SMART
program and expect to have a decision  shortly  which could provide a multi-year
relationship with the University of California at Riverside.

     As a result of the above  described  relationship  with the  University  of
California at Riverside, on November 10, 2003, we announced that a research team
headed by Professor  Yushan Yan of the University has  successfully  developed a
fuel cell using carbon  nanotube-based  electrodes.  As a result of our research
and development activities with the University, we expect that the use of multi-
walled carbon nanotubes as a platinum support for proton exchange  membrane fuel
cells will reduce the  manufacturing  cost of fuel cells through a decreased use
of platinum. 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,  it is cost prohibitive,  preventing fuel
cells  from  being  economically  viable  even at high  volume  production.  Our
proposed 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.  We  believe  that  a fuel  cell  unit  can  replace
conventional  batteries  because a fuel cell unit should provide longer usage at
lower consumer cost.  While no assurances can be provided that this  development
will result in our  generating  revenues,  this  development  is  considered  by
management to be a significant  step forward in the use of fuel cell technology.
We expect to have additional  information  concerning this development available
in the near future.

     We intend to use our proprietary technology to severely reduce or eliminate
the  need  for  platinum  as a  catalyst.  We  believe  our  next  step  in  the
implementation  of our  business  plan  is to  develop  a  viable  manufacturing
prototype  which,  if it  meets  expectations,  will be ready  to be  placed  in
production.  We hope to accomplish  this objective by opening our own laboratory
to develop this additional  prototype.  We estimate that this will require us to
raise a minimum of $1 million in additional debt or equity capital and there are
no assurances that we will be able to raise this capital in the future. While we
are currently engaged in various  discussions with interested parties to provide
these funds,  as of the date of this Report we have no agreement  with any party
to provide  the  necessary  funding to us on terms  favorable  to us, or at all.
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.  Since we announced  our initial  success of producing the
carbon nanotube base catalyst

                                                                              11

<PAGE>

layer,  we have received a significant  amount of attention  from the investment
community  and  believe  that  we are  close  to  finalizing  an  agreement  for
financing.  We will use a portion of the funds to build our own  laboratory  and
finalize a commercial  prototype,  while  continuing to conduct  research at the
University of California at Riverside.

     We have also entered into preliminary  discussions with potential strategic
partners to utilize our current technology  position in order to assume a market
leadership position in our target market of micro fuel cells. However, as of the
date of this  Report,  no  agreements  have been  entered  into and there are no
assurances  that  such  discussions  or any  such  agreement  will  occur in the
foreseeable future.

     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.
However,  there can be no assurances that we will be able to acquire such rights
in the future.

     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,  is  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.

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differs 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.

LIQUIDITY AND CAPITAL RESOURCES

     At December  31,  2003,  we had $12,088 in cash.  We had $5,648 in accounts
payable,  plus  $3,652  in  accounts  payable  to an  affiliate.  We also had an
outstanding  loan in the amount of $56,939,  due to Fullerene,  USA,  Inc.,  our
majority  stockholder.  In  regard  to this  loan,  we  originally  received  an
unsecured,  non-interest  bearing loan for $60,000  which was due  September 14,
2002. On December 5, 2002, this note was cancelled with the consent of Fullerene
and replaced with a note extending the due date to August 14, 2004.

     We believe our next step in the  implementation  of our business plan is to
develop a viable manufacturing  prototype which, if it meets expectations,  will
be ready to be placed in  production.  We hope to accomplish  this  objective by
opening our own  laboratory to develop this  additional  prototype.  We estimate
that this will require us to raise a minimum of $1 million in additional debt or
equity  capital and there are no  assurances  that we will be able to raise this
capital in the future.  While we are  currently  engaged in various  discussions
with interested parties to provide these funds, as of the date of this Report we
have no agreement with any party to provide the necessary funding to us on terms
favorable to us, or at all. 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. Since we announced our initial success of
producing  the  carbon   nanotube  base  catalyst  layer,  we  have  received  a
significant  amount of attention from the investment  community and believe that
we are close to finalizing an agreement for financing.  We will use a portion of
the funds to build our own

                                                                              12

<PAGE>

laboratory  and finalize a commercial  prototype,  while  continuing  to conduct
research at the University of California at Riverside.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have  identified  critical  accounting  policies  that,  as a result  of
judgements,  uncertainties,   uniqueness  and  complexities  of  the  underlying
accounting standards and operation involved, could result in material changes to
our financial  position or results of operations  under different  conditions or
using different assumptions. The most critical accounting policies and estimates
are:

     >    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 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 revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     >    Fair  value of  instruments.  Our  financial  instruments  consist  of
          accounts  receivable,  accounts  payable and long term debt.  The fair
          value of financial instruments approximate their recorded values. Fair
          value of loans payable to  stockholders  and balances of bank lines of
          credit, in the circumstances, are not reasonably determinable.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  consolidated  financial statements as of December
31, 2003 and 2002 and for the years ended December 31, 2003 and 2002. During the
year  ended  December  31,  2003,  there  have been no  material  changes to our
critical accounting policies that impacted our consolidated  financial condition
or results of operations.

TRENDS

     Since our  announcement of the successful  development of a carbon nanotube
support base fuel cell  electrode  in November  2003,  we have been  receiving a
significant amount of attention from the investment  community.  In this regard,
while  there are no  assurances,  we are  hopeful  that we will be able to raise
approximately $1 million in additional funding in order to allow us to build our
own laboratory, to be located in the vicinity of the University of California at
Riverside,  in order to produce and  demonstrate  to fuel cell  manufacturers  a
commercially viable prototype.

     This laboratory is also expected to function as a hub to attract additional
researchers from the University of California at Riverside, which is on the path
to become a leader in the nano-technology  field. We believe that there are many
potential useful  applications of  nano-technology  which can be expected in the
immediate  future,  including fuel cells and flat panel  displays.  Also at this
laboratory, functional prototypes will be made before bringing in manufacturers.
Our plan is to have the  manufacturers  inspect the prototype  once completed in
order to generate their own test production  unit. If successful,  manufacturing
can commence  producing  products in quantity in less than 12 months. We foresee
the initial  application  to be a battery  replacement  for cell phones,  mobile
notebook  computers/laptops and other applicable  applications.  This segment is
known as the micro  fuel cell  market.  We expect  that  these  fuel  cells will
eventually be produced like modular computer chips and components.


                                                                              13

<PAGE>

     We  believe  that the  reason  that the fuel  cell  market  is not  rapidly
expanding at this time is due to high manufacturing  costs. We believe that this
development  is  inevitable,   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.
While no assurances can be provided, once the problem of high costs is resolved,
we expect the micro fuel cell market to increase significantly.

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 2003.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              14

<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' (Deficit)              4

         Statements of Cash Flows                                     5

         Notes to Financial Statements                             6-14



























                                                                              15

<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, 2003, and the related  statements
of operations,  changes in stockholders' (deficit), and cash flows for the years
ended December 31, 2003 and 2002, and the period from May 5, 1998 (inception) to
December 31, 2003.  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,  2003,  and the results of its
operations,  and its cash flows for the years ended  December 31, 2003 and 2002,
and the period from May 5, 1998  (inception)  to December 31, 2003 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  and is reliant on raising  capital to initiate  its  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.

StarkoWinteroSchenkein & Co., LLP



Denver, Colorado
March 5, 2004

                                        1

                                                                              16

<PAGE>

                            PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2003

                                     ASSETS

CURRENT ASSETS
  Cash                                                    $      12,088
  Prepaid expense                                                10,211
                                                          -------------
                      Total current assets                       22,299
                                                          -------------

LICENSE                                                             500
                                                          -------------

                                                          $      22,799
                                                          =============


                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                        $       5,648
  Accounts payable - related party                                3,652
                                                          -------------
                      Total current liabilities                   9,300
                                                          -------------

LOAN PAYABLE - RELATED PARTY                                     56,939
                                                          -------------

STOCKHOLDERS' (DEFICIT)
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding                   --
  Common stock, $0.001 par value, 200,000,000
    shares authorized, 63,440,000 shares issued                  63,440
  Additional paid in capital                                  1,261,957
  (Deficit) accumulated during the development stage         (1,368,837)
                                                          -------------
                                                                (43,440)
                                                          -------------

                                                          $      22,799
                                                          =============


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

                                       2

                                                                              17
<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
                                                                2003         2002       DECEMBER 31, 2003
                                                            ------------  ------------  -----------------
<S>                                                         <C>           <C>           <C>
REVENUE                                                     $         --  $         --  $           6,172
                                                            ------------  ------------  -----------------
COSTS AND EXPENSES
  General and administrative                                      99,554        82,173            624,862
  Stock compensation                                                  --        45,000            240,000
  Amortization                                                        --            --             11,645
  Loss on asset impairment                                            --       451,500            510,667
  Loss on disposal of property and equipment                          --            --              3,391
                                                            ------------  ------------  -----------------
                                                                  99,554       578,673          1,390,565
                                                            ------------  ------------  -----------------

OPERATING (LOSS)                                                 (99,554)     (578,673)        (1,384,393)
                                                            ------------  ------------  -----------------
OTHER INCOME (EXPENSE)
  Interest expense                                                (3,839)       (1,400)           (18,601)
  Foreign currency transaction gain (loss)                            --            --               (168)
  Other                                                               11           161             (1,175)
                                                            ------------  ------------  ------------------
                                                                  (3,828)       (1,239)           (19,944)
                                                            ------------  ------------  -----------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM                            (103,382)     (579,912)        (1,404,337)

EXTRAORDINARY ITEM, Gain on forgiveness of debt, net of
   income taxes of $12,070                                            --            --             23,430
                                                            ------------  ------------  -----------------

NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)                  (103,382)     (579,912)        (1,380,907)

INCOME TAX EXPENSE (BENEFIT)                                          --            --            (12,070)
                                                            ------------  ------------  -----------------

NET (LOSS)                                                  $   (103,382) $   (579,912) $      (1,368,837)
                                                            ============  ============  =================

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                                     63,440,000    60,756,438         19,461,883
                                                            ============  ============  =================
NET (LOSS) PER COMMON SHARE
         (Loss) from operations                             $      (0.00) $      (0.01) $           (0.07)
         Extraordinary item                                           --            --              (0.00)
                                                            ------------  ------------  -----------------
                                                            $      (0.00) $      (0.01) $           (0.07)
                                                            ============  ============  =================
</TABLE>

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

                                       3

                                                                              18
<PAGE>

<TABLE>
                            PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                MAY 5, 1998 (INCEPTION) THROUGH DECEMBER 31, 2003


<CAPTION>
                                                                                                          (Deficit )
                                                     Common Stock                         Common         Accumulated
                                                  -------------------    Addtional         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
   agreement at $0.015 per share                  30,100,000   30,100          421,400             --                --    451,500

Cancellation of common stock as
  condition of license agreement                  (2,000,000)  (2,000)              --             --                --     (2,000)

Issuance of stock for 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 warrant 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
                                                  ----------  -------  ---------------  -------------  ----------------  ---------
Issuance of stock for cash at $0.047 per share     1,000,000    1,000           45,819             --                --     46,819

Issuance of stock for services at $0.03 per share  1,500,000    1,500           43,500             --                --     45,000

Issuance of stock for cash at $0.05 per share      2,000,000    2,000           98,000             --                --    100,000

Discount on loan payable - related party
  recorded as contributed capital                         --       --            8,300             --                --      8,300

Net (loss) for the year                                   --       --               --             --          (579,912)  (579,912)
                                                  ----------  -------  ---------------  -------------  ----------------  ---------
Balance at December 31, 2002                      63,440,000   63,440        1,261,957             --        (1,265,455)    59,942

Net (loss) for the year                                   --       --               --             --          (103,382)  (103,382)
                                                  ----------  -------  ---------------  -------------  ----------------  ---------
Balance at December 31, 2003                      63,440,000  $63,440  $     1,261,957  $          --  $     (1,368,837) $ (43,440)
                                                  ==========  =======  ===============  =============  ================  =========
</TABLE>

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

                                       4

                                                                              19

<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
                                                                             2003           2002       DECEMBER 31, 2003
                                                                        -------------   ------------   -----------------
<S>                                                                     <C>             <C>            <C>
OPERATING ACTIVITIES
      Net (loss)                                                        $    (103,382)  $   (579,912)  $      (1,368,837)
      Adjustments to reconcile net (loss) to net cash
        (used in) operating activities:
             Stock compensation                                                    --         45,000             240,000
             (Loss) on asset impairment                                            --        451,000             510,167
             Amortization of discount on loan payable - related party           3,839          1,400               5,239
             Gain on the settlement of debt                                        --             --              35,500
             (Loss) on disposal of property and equipment                          --             --               3,391
             Amortization and depreciation                                         --             --              12,461
             Interest expense converted to loan payable                            --             --              12,684
     Changes in:
        Prepaid expense                                                         9,789        (20,000)            (10,211)
        Accounts receivable                                                        --             --                  --
        Accounts payable                                                        1,863         (6,375)             36,617
        Accounts payable - related party                                         (843)         4,495               3,652
                                                                        -------------   ------------   -----------------
              Net cash (used in) operating activities                         (88,734)      (104,392)           (519,337)
                                                                        -------------   ------------   -----------------
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 loan payable - related parties                                     --         60,000             285,462
  Payments on loan payable - related parties                                       --         (2,083)            (11,083)
  Proceeds from stock sales, net of issuance costs                                 --        146,819             266,937
                                                                        -------------   ------------   -----------------
               Net cash provided by financing activities                           --        204,736             541,316
                                                                        -------------   ------------   -----------------
               Net increase (decrease) in cash                                (88,734)       100,344              12,088

CASH AT BEGINNING OF YEAR                                                     100,822            478                  --
                                                                        -------------   ------------   -----------------
CASH AT END OF YEAR                                                     $      12,088   $    100,822   $          12,088
                                                                        =============   ============   =================

SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                                $          --   $         --   $               -
                                                                        =============   ============   =================
  Cash paid for income taxes                                            $          --   $         --   $              --
                                                                        =============   ============   =================
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NON-CASH
FINANCING AND INVESTING ACTIVITIES

  Discount on loan payable - related party                              $          --   $      8,300   $           8,300
                                                                        =============   ============   =================
  Issuance of stock for purchase of license agreement                   $          --   $         --   $         451,500
                                                                        =============   ============   =================
  Conversion of loans payable, shareholders into contributed capital    $          --   $         --   $         179,610
                                                                        =============   ============   =================
  Cancellation of 2,000,000 shares at par value                         $          --   $         --   $           2,000
                                                                        =============   ============   =================
  Issuance of stock for repayment of advances                           $          --   $         --   $         116,050
                                                                        =============   ============   =================
  Issuance of stock for purchase of domain asset                        $          --   $         --   $          65,000
                                                                        =============   ============   =================
</TABLE>

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

                                       5

                                                                              20
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

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.   During   1999  the  Company   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.

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.  The
Company's new business plan entails the  development,  manufacture,  and sale of
proton exchange membrane fuel cell technology.

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 the  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.  To date the  Company has not
generated significant operating revenues.

Research and development

Research and  development  costs are charged to operations when incurred and are
included in general and  administrative  expenses.  For the years ended December
31, 2003 and 2002, and the period May 5, 1998  (inception) to December 31, 2003,
the Company  incurred  research and  development  costs of $71,055,  $50,000 and
$121,055, respectively (see Note 4).

                                       6

                                                                              21

<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Stock-based compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company  accounts for stock based  compensation in accordance with Statement
of Financial  Accounting  Standards  ("SFAS") 123,  "Accounting  for Stock-Based
Compensation."  The provisions of SFAS 123 allow companies to either expense the
estimated  fair value of stock  options or to continue  to follow the  intrinsic
value method set forth in Accounting  Principles  Board Opinion 25,  "Accounting
for Stock Issued to Employees"  ("APB 25") but disclose the pro forma effects on
net income (loss) had the fair value of the options been  expensed.  The Company
has  elected to  continue  to apply APB 25 in  accounting  for its stock  option
incentive plans.

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, 2003. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts  payable,  and loan payable.  Fair values of cash and accounts  payable
were assumed to approximate  carrying values for financial  instruments  because
they are short term in nature,  their carrying amounts  approximate fair values,
and they are payable on demand.  The fair value of the Company's  long-term debt
is estimated  based upon the quoted market prices for the same or similar issues
or on the current rates  available to the Company for debt of the same remaining
maturities.

Net (loss) per common share

The Company  follows SFAS 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.

Segment information

The Company  follows SFAS 131,  "Disclosure  about Segments of an Enterprise and
Related Information".  Certain information is disclosed,  per SFAS 131, based on
the  way  management  organizes  financial   information  for  making  operating
decisions  and  assessing  performance.  The Company  currently  operates in one
business segment

                                       7

                                                                              22
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

and will  evaluate  additional  segment  disclosure  requirements  as it expands
operations.

Impairment of long-lived assets

The  Company  periodically  reviews  the  carrying  amount  of 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 judgment 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.

Recent Pronouncements

In May 2003, the Financial  Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity." SFAS 150 changes the  accounting  guidance for certain
financial  instruments  that,  under previous  guidance,  could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet.  Further,
SFAS 150  requires  disclosure  regarding  the  terms of those  instruments  and
settlement  alternatives.  SFAS 150 is  generally  effective  for all  financial
instruments  entered  into or  modified  after May 31,  2003,  and is  otherwise
effective at the beginning of the first interim period  beginning after June 15,
2003.  The  adoption  of SFAS 150 in the first  quarter  of  fiscal  2004 is not
expected  to have any  material  impact  on the  Company's  financial  position,
results of operations or cash flows.

In  December  2002,  the  FASB  issued  SFAS  148  "Accounting  for  Stock-Based
Compensation--Transition  and  Disclosure--an  amendment  of SFAS 123." SFAS 148
provides  alternative  methods of transition for a voluntary  change to the fair
value based method of accounting for stock-based employee  compensation from the
intrinsic  value-based method of accounting  prescribed by APB 25. As allowed by
SFAS 123, the Company has elected to continue to apply the intrinsic value-based
method of accounting,  and has adopted the disclosure  requirements of SFAS 123.
The Company currently does not anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146,  "Accounting  for Costs  Associated with
Exit or Disposal  Activities." SFAS 146 provides new guidance on the recognition
of costs  associated  with exit or disposal  activities.  The standard  requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred  rather than at the date of  commitment to an exit or disposal
plan.  SFAS 146 supercedes  previous  accounting  guidance  provided by the EITF
Issue No. 94-3 "Liability  Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)." EITF Issue No. 94-3

                                       8

                                                                              23
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

required  recognition  of costs at the date of commitment to an exit or disposal
plan.  SFAS 146 is to be applied  prospectively  to exit or disposal  activities
initiated after December 31, 2003. Early application is permitted.  The adoption
of SFAS 146 by the  Company is not  expected  to have a  material  impact on the
Company's financial position, results of operations, or cash flows.

In April 2002, the FASB issued SFAS 145,  "Rescission of FASB  Statements No. 4,
44, and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections."
Among other things,  this statement  rescinds FASB  Statement No. 4,  "Reporting
Gains and Losses  from  Extinguishment  of Debt"  which  required  all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an  extraordinary  item, net of related income tax effect.  As a result,  the
criteria  in APB  Opinion  No.  30,  "Reporting  the  Results of  Operations  --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify  those  gains and  losses.  The  provisions  of SFAS 145 related to the
classification  of debt  extinguishment  are effective for years beginning after
May 15, 2002. The Company's  adoption of SFAS 145 by the Company is not expected
to have a  material  impact on the  Company's  financial  position,  results  of
operations, or cash flows.

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 $1,368,837 and is reliant on raising capital
to  initiate  their  business  plan.  In  addition,  the  Company has no revenue
generating operations.

The Company is  participating  in a research  and  development  program with the
University of California, Riverside, and is attempting to raise additional funds
through sales of common stock;  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.

                                       9

                                                                              24
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 3.  LICENSE

The Company  signed a licensing  agreement on August 28, 2001 with Fullerene for
an 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 (See Note 7).

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  for a stock  purchase  warrant  (See Note 6). The
acquisition of these rights was recorded as stock compensation expense since the
rights acquired had no readily determinable fair market value.

Note 4.  RESEARCH AND DEVELOPMENT AGREEMENT

On August 21, 2002 the Company  entered into an agreement with the University of
California  (the  "University")  to  develop a  commercially  viable  fuel cell,
exploiting  the  Company's  proprietary  technology.  The Company  advanced  the
University  $70,000 for the first phase,  which was  completed  during  February
2003.  During  March 2003 the Company  advanced  the  University  an  additional
$61,266  to begin  work on the  second  phase of the  research  and  development
agreement.  For the years ended  December 31, 2003 and 2002, and the period from
inception  to December 31, 2003,  the Company has charged  $71,055,  $50,000 and
$121,055, respectively, to operations related to this agreement. Prepaid expense
at December 31, 2003, includes $10,211 for research and development  services to
be provided through February 29, 2004.

Note 5.  LOAN PAYABLE - RELATED PARTY

On August 14, 2002 the Company received an unsecured  non-interest  bearing loan
from a related  party for $60,000 due  September  14, 2002.  On December 5, 2002
this note was cancelled and replaced with note  extending the due date to August
14,  2004.  Due to the  fact  that the loan is  non-interest  bearing  and has a
maturity  greater  than  one  year,  the loan has  been  discounted  at 7%.  The
unamortized discount at December 31, 2003 is $3,061.

                                       10

                                                                              25
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 6.  STOCKHOLDERS' (DEFICIT)

Common stock
------------

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

     o    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.

     o    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:

     o    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.

     o    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.

     o    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.

     o    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.

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

     o    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.

     o    Issued  6,000,000  shares  of  common  stock  for cash of  $6,000 to a
          related  party.  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.

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

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

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

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

                                       11

                                                                              26
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

During  the year ended  December  31,  2002 the  following  equity  transactions
occurred:

     o    Issued  1,000,000  shares of its  common  stock  for cash  aggregating
          $46,819.

     o    Entered  into a  six-month  agreement  with a  former  officer  of the
          Company for  investor  relation  services in  exchange  for  1,500,000
          shares of its common  stock.  These  shares  were valued at their fair
          market  value of $45,000 on the date the  Company  agreed to issue the
          shares.

     o    Issued  2,000,000  shares of its  common  stock  for cash  aggregating
          $100,000.

     o    The Company  recorded the original  discount on loan payable - related
          party as a capital contribution of $8,300.

During the year ended December 31, 2003, the Company had no equity transactions.

Stock purchase option
---------------------

On September 13, 2001, in connection with the Winz Co., Ltd.  License  agreement
discussed  in Note 3, the  Company  issued a 2-year  option  to  purchase  up to
1,000,000  shares of common stock at a price of $0.10 per share.  The option was
valued at $100,000,  which was the fair market value on the date the warrant was
issued. The option expired on September 13, 2003.

Note 7.  LOSS ON ASSET IMPAIRMENT

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 investment of $5,000 was charged to expense as a
loss on asset impairment for the period ended December 31, 1998.

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.  During the year ended  December 31, 2000, the
Company determined that the asset was impaired and, accordingly, recorded a loss
on impairment of $54,167.

During the year ended  December  31, 2002  management  determined  that  license
agreement with Fullerene was impaired and,  accordingly,  has recorded a loss on
impairment of $451,500.  The Company based their decision on the  uncertainty of
being  able to  raise  sufficient  capital  in a  timely  manner  to  develop  a
commercially viable fuel cell technology.

                                       12

                                                                              27
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 8.  INCOME TAXES

The Company  accounts  for income taxes under SFAF 109,  "Accounting  for Income
Taxes",  which  requires use of the  liability  method.  SFAS 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 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                $   600,000    $ 204,000
                                               ===========    =========

The net operating loss carry forward will expire through 2023 and may be limited
due to a significant change in ownership during 2001. The deferred tax asset has
been fully reserved at December 31, 2003.

The change in the valuation allowance for the deferred tax asset during the year
ended December 31, 2003 was $34,000.

Note 9.  RELATED PARTY TRANSACTIONS

During the period from May 5, 1998  (inception)  to December 31, 1998,  business
associates  of  the  then  sole  officer  and  director  of the  Company  ("sole
officer"),  advanced  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. These advances 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 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.

As of December 31, 2003,  the Company owes an officer and director  $3,652,  for
travel and  administrative  expenses paid by this  individual,  on behalf of the
Company.

                                       13

                                                                              28
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 10.  COMMITMENTS AND CONTINGENCIES

On August 1, 2003 the Company  entered into a consulting  agreement  whereby the
consultant will act as the Company's Vice President and Director of Research and
Development.  The term of the agreement is September 1, 2003 to August 31, 2004.
The  consultant  will be paid a total of $30,000  and receive a 2 year option to
purchase 100,000 shares of the Company's common stock at $0.05 per share only if
the  Company  is  successful  at  obtaining  a grant it has  applied  for.  If a
successful fuel cell prototype  ("prototype") is constructed the consultant will
receive an  additional  2 year  option to purchase  100,000  shares at $0.05 per
share and will also receive 5% of any equity  funds raised by the Company  after
and directly related to, the successful prototype.  As of December 31, 2003, the
related prototype has not yet been developed,  and accordingly,  no amounts have
been  expended  for such  consulting  services  and no options have been granted
pursuant to this agreement.

                                       14

                                                                              29

<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.

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

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

          George Suzuki       60       President, Director

          Ken K. Inouye       60       Secretary, Treasurer, Director

          William Potts       61       Director

          Xin Wang            30       Vice President and Director of
                                       Research and Development

     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 devotes 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  devotes
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.  From February 1995 through 2002, Mr. Potts
was President and Chief Operating Officer of Sungard/DML,  Inc., New York, NY, a
publicly  held  computer  software  and  services  company.  In 2002,  Mr. Potts
retired. Mr. Potts received a Bachelor of Science degree from

                                                                              30

<PAGE>

the Rochester  Institute of Technology in 1967. Mr. Potts devotes only such time
as  necessary  to our  business,  which time does not exceed 5% of his  business
time.

     Xin Wang assumed his position with us in December  2003.  Prior,  from July
2003  through  December  2003,  Mr.  Wang  was  employed  by the  University  of
California at Riverside as a  postdoctoral  researcher.  From March 2002 through
July 2003,  Mr.  Wang was  employed by the Hong Kong  University  of Science and
Technology as a postdoctoral  fellow.  Mr. Wang received a PH.D.  from Hong Kong
University  of Science  and  Technology  in January  2002,  a Masters  Degree in
Philosophy  from Zhe Jiang  University  in March 1997 and a Bachelor  of Science
degree from Zhe Jiang University in 1994. Mr. Wang devotes  approximately all of
his business time to our business affairs.

MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD OF DIRECTORS

     Our operations are managed under the supervision of our Board of Directors,
which has the ultimate  responsibility  for the establishment and implementation
of our general operating philosophy, objectives, goals and policies.

     During fiscal 2003, our Board of Directors had one meeting. However, two of
our directors who are also our officers, work together on a daily basis. Each of
our  directors  attended  all of the  meetings  of the  Board of  Directors  and
meetings of each of the Committees on which they served. In fiscal 2003, none of
our directors  received any fee for  attending  Board  meetings,  but all out of
pocket expenses were reimbursed.

     During fiscal 2003, the Board of Directors had no committees.  We generated
no revenues  from  operations.  Management  intends to  establish  both an Audit
Committee and Compensation  Committee once we begin to generate  revenues in the
future.

ITEM 9B.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     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 our fiscal year ended December 31, 2003, our principal shareholder,
Fullerene,  assigned 1,00,000 of its shares in our Company to its president, who
was  retiring.  Fullerene  filed  its Form 4 with the  Securities  and  Exchange
Commission relating to such assignment late. No other changes in the holdings of
any officer,  director or other person took place and therefor, no other reports
were required to be filed.

ITEM 10.  EXECUTIVE COMPENSATION.

REMUNERATION

     The following table reflects all forms of  compensation  for services to us
for the years ended December 31, 2003 and 2002 of our chief  executive  officer,
as  well as  those  persons  who  received  in  excess  of  $100,000  in  annual
compensation from us during the aforesaid time.


                                                                              31

<PAGE>

                           SUMMARY COMPENSATION TABLE

                                          Long Term Compensation
                                      -------------------------------
                  Annual Compensation         Awards          Payouts
                 -------------------- ----------------------- -------
                              Other
                              Annual  Restricted  Securities           All Other
 Name and                     Compen-    Stock    Underlying   LTIP     Compen-
Principal        Salary Bonus sation    Award(s) Options/SARs Payouts   sation
 Position  Year    ($)   ($)    ($)       ($)         (#)       ($)       ($)
---------- ----  ------ ----- ------- ---------- ------------ -------  ---------
George     2003  $    0 $   0 $     0 $        0       0      $     0  $       0
Suzuki,(1) 2002  $    0 $   0 $     0 $        0       0      $     0  $       0
Chairman,
President

     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, 2003.

     On August 1, 2003,  we entered  into a  consulting  agreement,  as amended,
whereby Xin Wang, the consultant, will act as our Vice President and Director of
Research and  Development.  The term of the agreement is through August 31, 2004
and provides for annual compensation of $30,000 to be paid to him, provided that
we first obtain a Phase I SBIR grant,  which we have not obtained as of the date
of this  Report.  Additionally,  we have  agreed  to issue to Mr.  Wang a 2 year
option to purchase up to 100,000 shares of our common stock at an exercise price
of $.05 per share.  Further,  if during the term of the agreement we construct a
successful  fuel  cell  prototype,  Mr.  Wang will  receive  a second  option to
purchase up to 100,000  shares of our common stock at an exercise  price of $.05
per  share,  as well as a bonus  equal to 5% of any  additional  funds (up to $1
million) which we raise after development of the successful fuel cell prototype.
Mr. Wang is not engaged in any fund raising activities on our behalf.

     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 our voting securities by
each  person  known by us to be the  beneficial  owner  of more  than 5% of such
securities,  as well as by all our directors and officers 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.



                                                                              32

<PAGE>

                                                                      Percent
     Name and Address of                 Amount and Nature of           of
        Beneficial Owner                  Beneficial Ownership        Class(2)
     ----------------------              ----------------------       -------

     Fullerene USA, Inc.                       29,100,000(1)           45.8%
     1721 Garvey Ave., #A
     Alhambra, CA 91803

     Stephen G. Godwin                          6,000,000(1)            9.4%
     11854 Darlington Ave., #304
     Los Angeles, CA 90049

     Xin Wang                                     100,000(2)             *
     991 W. Blaine St.
     Apt. 94 Riverside, CA 92507

     All Directors and Executive               29,200,000(1)(2)        46.0%
     Officers as a Group (4 persons)
----------------
*    Less than 1%.

(1)  Messrs.  Suzuki  and  Inouye,  two of our  officers  and  each of whom is a
     director,  each own 40.2% 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  19.4% interest in Fullerene USA,
     Inc.

(2)  Includes an option to purchase up to 100,000  shares of our common stock at
     an exercise price of $.05 per share.

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, 2003, we had an outstanding  loan in the amount of $56,939,
due to Fullerene,  USA, Inc., our majority stockholder.  In regard to this loan,
we originally received an unsecured, non-interest

                                                                              33

<PAGE>

bearing loan for $60,000  which was due September 14, 2002. On December 5, 2002,
this note was  cancelled  with the consent of Fullerene and replaced with a note
extending the due date to August 14, 2004.

     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.

     As of December 31, 2003, we owed one of our officers and  directors  $3,652
for travel and administrative expenses paid by this person on our behalf.

     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. The following exhibit is attached to this Report

Exhibit No.      Description
-----------      -----------

    31           Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
                 of 2002.
    32           Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002.

Following  are a list of exhibits  which we  previously  filed in other  reports
which we filed with the SEC,  including  the  exhibit  No.,  description  of the
exhibit and the identity of the Report where the exhibit was filed.

    2.1*         Corporate Charter
    2.2*         Articles of Incorporation
    2.3*         Amendment of Articles of Incorporation
    2.4*         Bylaws
    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.

                                                                              34

<PAGE>

     In the last fiscal  quarter of the fiscal year ended  December 31, 2003, we
did not file any reports on Form 8-K.

ITEM 14.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Disclosure  controls and procedures are designed to ensure that information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in the reports  filed under the  Securities  Exchange  Act of 1934 is
accumulated  and  communicated  to  management,  including  our Chief  Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding required disclosure.

     Within the 90 days prior to the filing date of this report,  we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of our  Principal
Executive Officer, who is also our Principal Financial Officer.  Based upon that
evaluation,  they  concluded  that our  disclosure  controls and  procedures are
effective in gathering,  analyzing and disclosing  information needed to satisfy
our disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

     There were no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.


                                                                              35

<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 March 23, 2004.

                                         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 March 23, 2004.



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


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


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



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