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U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB/A
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 o
    
    Transitional Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the fiscal year ended December 31, 2007
 Commission file number: 0-28031
 PACIFIC FUEL CELL CORP.
  Nevada
    
    80-0043875(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 131 N. Tustin Ave.
Suite 100
Tustin, CA 92780
(714) 564-1693  (Address, including zip code and telephone number, including area
 Common Stock, $0.001 par value
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TABLE OF CONTENTS  PART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 10. EXECUTIVE COMPENSATIONITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSPART IVITEM 13. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXExhibit 10.9Exhibit 31Exhibit 32    Table of Contents  This Form 10-KSB/A amends Part III and Item 13 of Part IV of our Form 10-KSB
filed on April 14, 2008.
 
 
 PART III
 
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
  Name
    
    Age
    
    
    Position(s)George Suzuki
    
    
    65
    
    
    President, Secretary, Treasurer and DirectorDr. Yushan Yan(1)
    
    
    44
    
    
    DirectorKenneth Inouye(2)
    
    
    65
    
    
    Secretary, Treasurer and Director
 (1)
    
    On March 25, 2008, Dr. Yushan Yan resigned as a director.(2)
    
    On September 15, 2007, Mr. Inouye resigned as
Secretary/Treasurer and as a director.  RESUMES
 George Suzuki
 Dr. Yushan Yan
 Ken K. Inouye
 MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
     -1-




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COMMITTEE INFORMATION
   CODE OF ETHICS
  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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ITEM 10. EXECUTIVE COMPENSATION.
 REMUNERATION
  SUMMARY COMPENSATION TABLE
 Annual Compensation(1)Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    All Other
    
    
    TotalPrincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    CompensationPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)George Suzuki, President, CEO, CFO, director
    
    
    2007
    
    
    
    0
    
    
    $
    35,400
    
    
    
    0
    
    
    $
    35,4002006
    
    
    
    0
    
    
    $
    15,000
    
    
    
    0
    
    
    $
    15,0002005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    For the years ended December 31, 2007, 2006, and 2005, no executive
officer received compensation in the form of any restricted stock
awards, stock option awards, securities underlying options, non-equity
plan compensation or non-qualified deferred compensation.     -3-




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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
  Name and Address of
    
    Amount and Nature of
    
    
    PercentBeneficial Owner
    
    Beneficial Ownership
    
    
    of ClassFullerene USA, Inc.
    
    
    28,500,000
    (1)
    
    
    37
    %1721 Garvey Ave., #A 
Alhambra, CA 91803Stephen G. Godwin
    
    
    6,000,000
    (2)
    
    
    7.8
    %11854 Darlington Ave., #304
Los Angeles, CA 90049All Directors
and Executive Officers as a Group (1 person)
    
    
    28,500,000
    (1)
    
    
    37
    %
 
 (1)
    
    Mr. Suzuki owns approximately 40.2% of Fullerenes issued and
outstanding common stock.(2)
    
    In addition to the 6 million shares owned by Mr. Godwin
referenced above, he owns approximately 19.4% interest in
Fullerene USA, Inc. 
 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
     DIRECTOR INDEPENDENCE
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PART IV
 
 
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Exhibits. The following exhibits are attached to this Report:
 Exhibit No.
    
    Description10.9
    
    2008 Stock Incentive Plan, as amended.31
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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Exhibit No.
    
    Description2.1(1)
    
    Corporate Charter2.2(1)
    
    Articles of Incorporation2.3(1)
    
    Amendment to Articles of Incorporation2.4(1)
    
    Bylaws2.5(2)
    
    Amendment to Articles of Incorporation10.1(2)
    
    Agreement between the Company and Fullerene, USA, Inc.10.2(3)
    
    Lease Agreement  Riverside Laboratory10.3(4)
    
    Agreement between the Company and Bourns, Inc.10.4(5)
    
    Lease Agreement dated January 24, 2007.10.5(6)
    
    Form of one-year Secured Convertible Promissory Notes.No. 1

    Issued to George Suzuki
in the original principal amount of $50,000, dated December 12, 2007.No. 2

    Issued to George Suzuki
in the original principal amount of $20,000, dated January 7, 2008.No. 3

    Issued to George Suzuki
in the original principal amount of $30,000, dated February 1, 2008.No. 4

    Issued to George Suzuki
in the original principal amount of $50,000, dated February 25, 2008.No. 5

    Issued to George Suzuki
in the original principal amount of $50,000, dated March 19,
2008.No. 6

    Issued to George Suzuki
in the original principal amount of $50,000, dated April 8, 2008.No. 7

    Issued to George Suzuki
in the original principal amount of $50,000, dated April 22,
2008.10.6(6)
    
    Form of Stock Option Grants.Grantee


Amount
(shrs.)
    
    Exercise Price
    
    Grant DateYushan Yan

    200,000
    

$0.17
    
    2/29/08Michael Swanberg

    200,000
    
    $0.17
    
    2/29/08George Suzuki

    200,000
    
    $0.17
    
    2/29/0810.7(6)
    
    Terms and Conditions of Salary Accrual for George Suzuki10.8(6)
    
    Form of Restricted Stock Purchase Agreement by and between the
Corporation and George Suzuki for 2,000,000 shares of Common Stock dated
April 2, 2008.
 
 (1)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on November 10, 1999, and are incorporated by reference
herein.(2)
    
    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.(3)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 8, 2005, and is incorporated by reference
herein.(4)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 18, 2006, and is incorporated by reference
herein.(5)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 2, 2007, and is incorporated by reference
herein.(6)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 14, 2008 and is incorporate by
reference herein.  -6-




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(b)
    
    Reports on Form 8-K.
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SIGNATURES
  PACIFIC FUEL CELL CORP.
(Registrant)By:
    /s/ George SuzukiGeorge Suzuki, President,Chief Executive Officer and
Chief Financial Officer  -8-




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1(1)
    
    Corporate Charter2.2(1)
    
    Articles of Incorporation2.3(1)
    
    Amendment to Articles of Incorporation2.4(1)
    
    Bylaws2.5(2)
    
    Amendment to Articles of Incorporation10.1(2)
    
    Agreement between the Company and Fullerene, USA, Inc.10.2(3)
    
    Lease Agreement  Riverside Laboratory10.3(4)
    
    Agreement between the Company and Bourns, Inc.10.4(5)
    
    Lease Agreement dated January 24, 2007.10.5(6)
    
    Form of one-year Secured Convertible Promissory Notes.No. 1

    Issued to George Suzuki
in the original principal amount of $50,000, dated December 12, 2007.No. 2

    Issued to George Suzuki
in the original principal amount of $20,000, dated January 7, 2008.No. 3

    Issued to George Suzuki
in the original principal amount of $30,000, dated February 1, 2008.No. 4

    Issued to George Suzuki
in the original principal amount of $50,000, dated February 25, 2008.No. 5

    Issued to George Suzuki
in the original principal amount of $50,000, dated March 19, 2008.No. 6

    Issued to George Suzuki
in the original principal amount of $50,000, dated April 8, 2008.No. 7

    Issued to George Suzuki
in the original principal amount of $50,000, dated April 22, 2008.10.6(6)
    
    Form of Stock Option Grants.Grantee


Amount
(shrs.)
    
    Exercise Price
    
    Grant DateYushan Yan

    200,000
    
    $0.17
    
    2/29/08Michael Swanberg

    200,000
    
    $0.17
    
    2/29/08George Suzuki

    200,000
    
    $0.17
    
    2/29/0810.7(6)
    
    Terms and Conditions of Salary Accrual for George Suzuki10.8(6)
    
    Form of Restricted Stock Purchase Agreement by and between the
Corporation and George Suzuki for 2,000,000 shares of Common Stock dated
April 2, 2008.10.9
    
    2008 Stock Incentive Plan, as amended.31
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    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.(2)
    
    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.(3)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 8, 2005, and is incorporated by reference
herein.(4)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 18, 2006, and is incorporated by reference
herein.(5)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 2, 2007, and is incorporated by reference
herein.(6)
    
    Filed with the Securities and Exchange Commission in the Exhibits to
Form 10-KSB filed on April 14, 2008 and is incorporate by reference
herein.