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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-KSB/A
 (Amendment No. 2)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 þ For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number # 0-28031
 PACIFIC FUEL CELL CORP.
  Nevada
    
    80-0043875(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 131 N. Tustin Ave., Suite 100, Tustin, CA 92780
  
 Common Stock,
 þ o
 x þ
 4,071,025
 75,210,248 shares




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This Form 10-KSB/A , Amendment No. 2, amends Part II Items 6 and 8A of our Form 10-KSB filed on April 2, 2007 and previously amended by Amendment No. 1 filed on November 1, 2007.
 PART II
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     PLAN OF OPERATION




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Acquisition of Equipment




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LIQUIDITY AND CAPITAL RESOURCES




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Subsequent Events
    CRITICAL ACCOUNTING POLICIES AND 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 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.




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TRENDS
       INFLATION




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ITEM 8A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  ITEM 13. EXHIBITS
 Exhibits
 Exhibit No.
    
    Description31
    
    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.
  Exhibit No.
    
    Description2.1*
    
    Corporate Charter2.2*
    
    Articles of Incorporation2.3*
    
    Amendment to Articles of Incorporation2.4*
    
    Bylaws2.5**
    
    Amendment to Articles of Incorporation10.1**
    
    Agreement between the Company and Fullerene, USA, Inc.10.2***
    
    Lease Agreement  Riverside Laboratory10.3****
    
    Agreement between the Company and Bourns, Inc.10.4*****
    
    Lease Agreement dated January 24, 2007.




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*
    
    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.***
    
    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.****
    
    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.*****
    
    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. Reports on Form 8-K
  [SIGNATURE PAGE FOLLOWS]




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SIGNATURES
  PACIFIC FUEL CELL CORP.
(Registrant)By:
    /s/ George SuzukiGeorge SuzukiPresident, Chief Executive Officer
and Chief Financial Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ George Suzuki

George Suzuki
    
    President, Chief Executive Officer,
Chief Financial Officer and
Director (principal executive officer,
principal financial and accounting officer)
    
    March 26, 2008/s/ Michael Swanberg
    
    Director
    
    March 26, 2008Michael Swanberg




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EXHIBIT INDEX
 Exhibit No.
    
    Description31
    
    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.