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, 2004

                         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.  X
                 -----

                          (Continued on Following Page)

<PAGE>

State issuer's revenues for its most recent fiscal year. $113,641.00.

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: $1,962,541 as of April 5, 2005.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of April 5,  2005:  66,477,254
shares of Common Stock were issued and outstanding.

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..........................................9
Item 3.       Legal Proceedings...............................................10
Item 4.       Submission of Matters to a Vote of Security Holders.............10

PART II
Item 5.       Market for the Registrant's Common Equity
                  and Related Stockholder Matters.............................10
Item 6.       Management's Discussion and Analysis of Financial Condition
                  and Results of Operations...................................11
Item 7.       Financial Statements............................................15
Item 8.       Changes in and Disagreements on Accounting
                  and Financial Disclosure....................................33
Item 8A.      Controls and Procedures.........................................33


PART III
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act...........33
Item 10.      Executive Compensation..........................................35
Item 11.      Security Ownership of Certain Beneficial Owners and Management..36
Item 12.      Certain Relationships and Related Transactions..................36

PART IV
Item 13.      Exhibits and Reports on Form 8-K................................37
Item 14.      Principal Accountant Fees and Services..........................38

SIGNATURES....................................................................39


                                                                               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.

     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 us 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, on March
16, 2004,  the United  States  Patent and  Trademark  Office  issued  Patent No.
6,706,431 to Fullerene.

     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,  changing our name to "Pacific Fuel
Cell Corp." The number of our  authorized  common  shares was also  increased to
200,000,000.

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 have 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 August 21, 2002,  we entered into an agreement  with the  University  of
California ("UCR"),  to develop a commercially viable fuel cell,  exploiting our
proprietary  technology.  We advanced UCR $70,000 for the first phase, which was
completed  during  February  2003.  During March 2003, we paid UCR an additional
$61,266  to begin  work on the  second  phase of the  research  and  development
agreement.



                                                                               4

<PAGE>

     In February  2003, we entered into an amendment  which extended the term of
this  agreement  through  February 29, 2004. On May 4, 2004,  this agreement was
extended  again,  through  April  30,  2006,  so  long as we  continued  to make
payments.  Pursuant to the terms of this agreement, as amended, we has agreed to
reimburse UCR for all costs and expenses incurred,  both direct and indirect, in
an amount not to exceed $181,271, pursuant to a budget agreed to by the parties.
As a result of the  amendment  extending  this  agreement  which was executed in
April 2004,  we are  required to make  additional  payments  totaling  $150,486,
including  $50,005,  which  was paid in May  2004,  $50,229,  which is due on or
before May 1, 2005,  with the  balance  of  $50,252  due May 1, 2006.  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, which were subsequently have repaid in full. UCR,
through  its  SMART  program,  provides  matching  funds  for all  direct  costs
applicable to  development of the project.  We applied for  additional  matching
funds  through  this SMART  program and has  obtained a favorable  decision  and
expect a grant of approximately $120,000 to be provided over the next two years.
This also  provides a multi- year  relationship  with UCR.  All  information  we
provide to UCR has been deemed  confidential  for a period of one (1) year after
expiration or termination of the agreement.

     As a result  of the  relationship  with  UCR,  on  November  10,  2003,  we
announced  that a  research  team  headed  by  Professor  Yushan  Yan of UCR had
successfully developed a fuel cell using carbon nanotube-based  electrodes. As a
result of our research and  development  activities with UCR, 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.

     As of the date of this  report,  we are working with UCR and believe we are
making  significant  progress in our research in carbon  nanotube  base membrane
electrode assembly ("MEA") prototype performance. However, research projects are
always  uncertain  and we have  had many  delays.  While  no  assurances  can be
provided,  we remain confident that, together with UCR, this project will attain
significant  advancement  in MEA  performance.  If and  when  these  significant
advances are finalized,  we will file the  provisional  patent  application  and
thereafter,  make a public  announcement.  Once we can  announce our new MEA, we
intend  to  offer  it to a  prospective  company  to test it and  seek  possible
licensing  deals and  production of such MEA. MEA can be assembled  into a stack
which consists of multiple layers of MEA and a support  structure,  dependent on
the fuel cell application. Overall performance of such fuel cell are expected to
exceed 30 to 50 percent above industry norm data shown by other manufactures. We
intend to  continue  to  support  our  project  at UCR,  as well as in our newly
established laboratory in Riverside.

     In April 2004, we, through PFCE Acquisition Corp, a Nevada  corporation and
our  wholly  owned  subsidiary  ("Sub"),  and  Cellfoods  Corporation,  a Nevada
corporation ("Cellfoods "), entered into an Agreement and Plan of Merger whereby
Sub  merged  with  and  into  Cellfoods,  which  survived  as our  wholly  owned
subsidiary. This merger was consummated on or about May 17, 2004.

     Cellfoods is a development  stage corporation that was organized in January
2003,  engaged in the  business  of  developing  soybean  powder for use in food
preparation.


                                                                               5

<PAGE>

     Prior to the  merger,  Cellfoods  reached  an  agreement  with  HEM  Mutual
Assurance LLC, Minneapolis,  Minnesota,  an accredited investor (as that term is
defined under Rule 501,  Regulation D,  promulgated  under the Securities Act of
1933,  as amended) to issue up to $1,000,000  in aggregate  principal  amount of
convertible debentures pursuant to Rule 504 of Regulation D under the Securities
Act of 1933, as amended.  These Debentures were to be issued by Cellfoods in two
separate   convertible   debentures   of  $997,000   and  $3,000,   respectively
(hereinafter  referred to in the aggregate as the "Debentures").  As a result of
the merger,  we assumed the  obligations  and benefits of  Cellfoods,  including
Cellfoods' obligation to issue the Debentures.

     The conversion  price for the Debentures is (a) the lesser of $0.75 and one
hundred twenty- five percent (125%) of the average of the closing bid prices per
share of our Common Stock during the five (5) trading days immediately preceding
the Closing (as defined in the Purchase Agreement);  and (b) one hundred percent
(100%) of the average of the five (5) lowest closing bid prices per share of our
Common  Stock  during the forty (40)  trading  days  immediately  preceding  the
Conversion Date; provided,  however, that the aggregate maximum number of shares
of Common Stock that the First  Debenture and Second  Debenture may be converted
into shall be Two Million  (2,000,000)  shares (the "Maximum  Conversion");  and
further  provided,  however,  that  upon the  Maximum  Conversion,  we could (a)
increase  the Maximum  Conversion  or (b) redeem the  unconverted  amount of the
First Debenture and Second  Debenture in whole or in part at one hundred fifteen
percent (115%) of the unconverted  amount of such Debentures being redeemed plus
accrued  interest  thereon.  The conversion price and number of shares of Common
Stock  issuable upon  conversion of the  Debentures is subject to adjustment for
stock splits and combinations and other dilutive events.  The Debentures may not
be converted,  however,  if after  conversion the holder would  beneficially own
more than 5% of our  outstanding  Common  Stock,  unless the holder  waives this
limitation by giving us 75 days notice of the waiver.

     The  Debentures  bear  interest  at 1% per year and  mature in five  years.
Interest is payable in cash or shares of our Common Stock,  at the option of the
holders  of the  Debentures.  We have the right to redeem the  Debentures  on 30
days' notice,  for 125% of the principal  amount of the outstanding  Debentures,
plus accrued and unpaid interest.

     As of the date of this Report,  an aggregate of approximately  $793,728 has
been  converted  by the  Debenture  Holder into  2,957,254  shares of our Common
Stock. If the balance of the Debentures are converted,  we estimate that we will
release  approximately  1,000,000  shares of our Common Stock  currently held in
escrow  applicable  thereto.  We placed an aggregate of 30,000,000 shares of our
Common Stock into escrow to insure our performance  under the  Debentures.  Once
converted,  the balance of shares currently held in escrow will be released back
to us. We currently estimate that  approximately  26,000,000 will be returned to
us from the amount escrowed.

     We utilized the proceeds from this  Debenture  offering to open our own lab
for purposes of developing  the fuel cell  prototype.  In mid December 2004, our
laboratory was ready for occupancy. It took much longer to complete modification
and  improvement  inside the laboratory due to many elements,  including  mostly
electrical power  requirements and gas exhaust equipment and many other elements
needed to be approved in inspections done by local officials.

     We intend to file a registration statement with the Securities and Exchange
Commission  (the "SEC") under the Securities Act of 1933, as amended,  "spinning
off" Cellfoods as a separate public entity.  There can be no assurances that our
registration statement will be declared effective by the SEC.


                                                                               6

<PAGE>

Industry Overview

     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,  our  development  to  date  is  considered  by  management  to  be  a
significant step forward in the use of fuel cell technology.

     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)  are in the  Proton
Exchange  Membrane  ("PEM")  method which is very  suitable for low  temperature
operation and Direct Methanol fuel cell ("DMFC").

     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.  We have been
seeking  strategic  partners,  but  our  not  having  conclusive  data of an MEA
prototype,  we  could  not  proceed  to  actual  negotiations.  If and  when  we
significantly  improve our prototype data, we intend to resume seeking potential
strategic partners again.  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.

     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,  which is now
open as a result of the financing described above.

     In July 2004,  we received  notice that we had been  selected by the United
States  Department  of  Energy  for a Phase I STTR  (Small  Business  Technology
Transfer)  grant.  The initial  grant in the amount of $100,000  was received in
December  2004.  We intend to apply for  additional  grant money from the United
States government,  as well as other potential sources, in the future. There are
no assurances that our applications will be approved.

     In November  2004,  we filed a United States  patent  application  with the
United States Patent Office,  Patent Pending Serial No. 60/622,732,  bearing the
title of "Methanol  Resistant Cathodic Catalyst for Direct Methanol Fuel Cells."
If this patent is accepted,  we believe it will enhance our current  position in
the fuel cell MEA business. This development was directly related to the efforts
of Dr. Yushan Yan and Dr. Xin Wang.


                                                                               7

<PAGE>

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.

     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.

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
     Millennium Cell Inc.             Micro 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

     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

                                                                               8

<PAGE>

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 MEA by the next six
month and continue to improve the quality of our product,  provided  that we can
raise the necessary capital to allow us to continue our research and development
efforts.  There are no assurances  that we will be able to raise this additional
capital.

TRADEMARKS/TRADENAMES

     In November  2004,  we filed a United States  patent  application  with the
United States Patent Office,  Patent Pending Serial No. 60/622,732,  bearing the
title of "Methanol  Resistant  Cathodic Catalyst for Direct Methanol Fuel Cells"
to patent a process of  developing  a fuel cell  membrane  using  methanol.  Our
application is currently in the patent pending stage.

     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
and directors. 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."

     In addition,  during our 2004 fiscal year, we opened our own  laboratory at
1201  Research  Park Drive,  Unit 500,  Riverside CA 92507,  which is in the UCR
Research  Park.  This  location  consists of  approximately  2,500  square feet.
Approximately 50% of this leased space is used for actual laboratory floor, with
the balance used for  supporting  offices and  accommodations.  The lease is for
three (3) years, expiring September 2007. the monthly rent is $3,058.90.

     We have no other properties.


                                                                               9

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to any pending legal proceedings.

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

     No matters were submitted to our shareholders during the three month period
ended December 31, 2004, 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, 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

         March 31, 2004                     $0.94         $0.33
         June 30, 2004                      $0.63         $0.28
         September 30, 2004                 $0.40         $0.25
         December 31, 2004                  $0.46         $0.28

     As of April 5, 2005, the closing bid price of our Common Stock was $0.24.

     (b) Holders. We have approximately 34 holders of record of our Common Stock
as of December 31, 2004, 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, 2004.  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,  2005.  See "Part II, Item 7,  Financial
Statements."

                                                                              10

<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  generated  nominal  revenues of $13,740  during our fiscal  years ended
December  31, 2004 and no revenues  during our fiscal  year ended  December  31,
2003. All of these revenues were generated  through the operations of Cellfoods.
In  addition,  we  received  grant money of $99,901  from the UCR SMART  program
discussed  above.  During our fiscal year ended  December 31, 2004,  we incurred
costs and expenses totaling $234,418,  which consisted  primarily of general and
administrative expenses ($120,215) and research and development costs ($57,137),
compared to costs and expenses of $99,554  during our fiscal year ended December
31, 2003, an increase of $134,864.  This increase arose primarily from increased
salaries arising from increased employees and consultants, plus $36,800 in stock
based compensation.

     As a result,  we  incurred  a net loss of  ($142,442)  (less than $0.01 per
share),  compared  to a net loss of  ($103,382)  during  our  fiscal  year ended
December  31, 2003 (less than $0.01 per  share).  Because we  generated  nominal
revenues  during the year ended  December  31, 2004 and no  revenues  during the
fiscal year ended  December 31, 2003,  the  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 have 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 August 21, 2002,  we entered into an agreement  with the  University  of
California ("UCR"),  to develop a commercially viable fuel cell,  exploiting our
proprietary  technology.  We advanced UCR $70,000 for the first phase, which was
completed during February 2003. During

                                                                              11

<PAGE>

March 2003, we paid UCR an additional  $61,266 to begin work on the second phase
of the research and development agreement.

     In February  2003, we entered into an amendment  which extended the term of
this  agreement  through  February 29, 2004. On May 4, 2004,  this agreement was
extended  again,  through  April  30,  2006,  so  long as we  continued  to make
payments.  Pursuant to the terms of this agreement, as amended, we has agreed to
reimburse UCR for all costs and expenses incurred,  both direct and indirect, in
an amount not to exceed $181,271, pursuant to a budget agreed to by the parties.
As a result of the  amendment  extending  this  agreement  which was executed in
April 2004,  we are  required to make  additional  payments  totaling  $150,486,
including  $50,005,  which  was paid in May  2004,  $50,229,  which is due on or
before May 1, 2005,  with the  balance  of  $50,252  due May 1, 2006.  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, which were subsequently have repaid in full. UCR,
through  its  SMART  program,  provides  matching  funds  for all  direct  costs
applicable to  development of the project.  We applied for  additional  matching
funds  through  this SMART  program and has  obtained a favorable  decision  and
expect a grant of approximately $120,000 to be provided over the next two years.
This also  provides a multi- year  relationship  with UCR.  All  information  we
provide to UCR has been deemed  confidential  for a period of one (1) year after
expiration or termination of the agreement.

     As a result  of the  relationship  with  UCR,  on  November  10,  2003,  we
announced  that a  research  team  headed  by  Professor  Yushan  Yan of UCR had
successfully developed a fuel cell using carbon nanotube-based  electrodes. As a
result of our research and  development  activities with UCR, 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.

     As of the date of this  report,  we are working with UCR and believe we are
making  significant  progress in our research in carbon  nanotube  base membrane
electrode assembly ("MEA") prototype performance. However, research projects are
always  uncertain  and we have  had many  delays.  While  no  assurances  can be
provided,  we remain confident that, together with UCR, this project will attain
significant  advancement  in MEA  performance.  If and  when  these  significant
advances are finalized,  we will file the  provisional  patent  application  and
thereafter,  make a public  announcement.  Once we can  announce our new MEA, we
intend  to  offer  it to a  prospective  company  to test it and  seek  possible
licensing  deals and  production of such MEA. MEA can be assembled  into a stack
which consists of multiple layers of MEA and a support  structure,  dependent on
the fuel cell application. Overall performance of such fuel cell are expected to
exceed 30 to 50 percent above industry norm data shown by other manufactures. We
intend to  continue  to  support  our  project  at UCR,  as well as in our newly
established laboratory in Riverside.

     We believe our next step in the  implementation  of our business plan is to
develop a viable  manufacturing  prototype MEA which, if it meets  expectations,
will be ready to be placed in  production.  To assist us in  accomplishing  this
objective,  in  December  2004 we opened  our own  laboratory  to  develop  this
additional  prototype.  We were  able to  accomplish  this  as a  result  of the
Debenture financing described herein.


                                                                              12

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2004, we had $645,535 in cash.

     In April 2004, we, through PFCE Acquisition Corp, a Nevada  corporation and
our  wholly  owned  subsidiary  ("Sub"),  and  Cellfoods  Corporation,  a Nevada
corporation ("Cellfoods "), entered into an Agreement and Plan of Merger whereby
Sub  merged  with  and  into  Cellfoods,  which  survived  as our  wholly  owned
subsidiary. This merger was consummated on or about May 17, 2004.

     Cellfoods is a development  stage corporation that was organized in January
2003,  engaged in the  business  of  developing  soybean  powder for use in food
preparation.

     Prior to the  merger,  Cellfoods  reached  an  agreement  with  HEM  Mutual
Assurance LLC, Minneapolis,  Minnesota,  an accredited investor (as that term is
defined under Rule 501,  Regulation D,  promulgated  under the Securities Act of
1933,  as amended) to issue up to $1,000,000  in aggregate  principal  amount of
convertible debentures pursuant to Rule 504 of Regulation D under the Securities
Act of 1933, as amended.  These Debentures were to be issued by Cellfoods in two
separate   convertible   debentures   of  $997,000   and  $3,000,   respectively
(hereinafter  referred to in the aggregate as the "Debentures").  As a result of
the merger,  we assumed the  obligations  and benefits of  Cellfoods,  including
Cellfoods' obligation to issue the Debentures.

     The conversion  price for the Debentures is (a) the lesser of $0.75 and one
hundred twenty- five percent (125%) of the average of the closing bid prices per
share of our Common Stock during the five (5) trading days immediately preceding
the Closing (as defined in the Purchase Agreement);  and (b) one hundred percent
(100%) of the average of the five (5) lowest closing bid prices per share of our
Common  Stock  during the forty (40)  trading  days  immediately  preceding  the
Conversion Date; provided,  however, that the aggregate maximum number of shares
of Common Stock that the First  Debenture and Second  Debenture may be converted
into shall be Two Million  (2,000,000)  shares (the "Maximum  Conversion");  and
further  provided,  however,  that  upon the  Maximum  Conversion,  we could (a)
increase  the Maximum  Conversion  or (b) redeem the  unconverted  amount of the
First Debenture and Second  Debenture in whole or in part at one hundred fifteen
percent (115%) of the unconverted  amount of such Debentures being redeemed plus
accrued  interest  thereon.  The conversion price and number of shares of Common
Stock  issuable upon  conversion of the  Debentures is subject to adjustment for
stock splits and combinations and other dilutive events.  The Debentures may not
be converted,  however,  if after  conversion the holder would  beneficially own
more than 5% of our  outstanding  Common  Stock,  unless the holder  waives this
limitation by giving us 75 days notice of the waiver.

     The  Debentures  bear  interest  at 1% per year and  mature in five  years.
Interest is payable in cash or shares of our Common Stock,  at the option of the
holders  of the  Debentures.  We have the right to redeem the  Debentures  on 30
days' notice,  for 125% of the principal  amount of the outstanding  Debentures,
plus accrued and unpaid interest.

     As of the date of this Report,  an aggregate of approximately  $793,728 has
been  converted  by the  Debenture  Holder into  2,957,254  shares of our Common
Stock.  We placed an  aggregate  of  30,000,000  shares of our Common Stock into
escrow to insure our  performance  under the  Debentures.  If the balance of the
Debentures  are  converted,  we  estimate  that  we will  release  approximately
1,000,000  shares  of our  Common  Stock  currently  held in  escrow  applicable
thereto. Once converted,  the balance of shares currently held in escrow will be
released back to our treasury,

                                                                              13

<PAGE>

thus  reducing  the  number  of our  issued  and  outstanding  common  shares by
approximately 26,000,000.

     We also had  outstanding  loans in the  principal  amount  of  $60,000  and
$10,000 due to Fullerene, USA, Inc., our majority stockholder.  In regard to the
$60,000 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. As of the date of this report,  both of these notes
have been paid in full.

     In July 2004,  we received  notice that we had been  selected by the United
States  Department  of  Energy  for a Phase I STTR  (Small  Business  Technology
Transfer)  grant.  The initial  grant in the amount of $100,000 was awarded,  of
which $99,901 was received in December  2004. We intend to apply for  additional
grant  money  from the  United  States  government,  as well as other  potential
sources,  in the future.  There are no assurances that our applications  will be
approved.

     We believe that we currently  have  sufficient  funds  available  for us to
continue to implement  our  business  plan for the next 12 months.  However,  we
estimate that we will require an additional  $2.5 million in additional  debt or
equity capital to fully  implement our business plan in the future and there are
no assurances  that we will be able to raise this capital when needed.  However,
while there are no definitive agreements in place as of the date of this Report,
we are  currently  engaged in various  discussions  with  interested  parties to
provide these funds or otherwise enter into a strategic alliance to provide such
funding.  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.

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 operations  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, 2004 and 2003 and for the years ended December 31, 2004 and 2003. During the
year  ended  December  31,  2004,  there  have been no  material  changes to our
critical accounting policies that impacted our consolidated  financial condition
or results of operations.


                                                                              14

<PAGE>

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 $2.5 million in additional funding in order to allow us to produce
and demonstrate to fuel cell manufacturers a commercially viable prototype.  See
"Liquidity and Capital Resources," above.

     We also expect that our new  laboratory  will continue 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.

     We  believe  that the  reason  that the fuel  cell  market  is not  rapidly
expanding at this time is due to high manufacturing costs and lack of successful
application. We believe that a robust fuel cell market 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 2004.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              15

<PAGE>








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

                                                                            Page
                                                                            ----

         Report of Independent Auditors                                        1

         Balance Sheet                                                         2

         Statements of Operations                                              3

         Statement of Changes in Stockholders' Equity (Deficit)                4

         Statements of Cash Flows                                              5

         Notes to Financial Statements                                      6-16


























                                                                              16


<PAGE>












             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Pacific Fuel Cell Corp.

We have audited the accompanying consolidated balance sheet of Pacific Fuel Cell
Corp. (a  development  stage  company) as of December 31, 2004,  and the related
statements of operations,  changes in stockholders'  equity (deficit),  and cash
flows for the years ended December 31, 2004 and 2003, and the period from May 5,
1998  (inception)  to December  31, 2004.  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 the auditing  standards of the Public
Accounting Oversight Board (United States). 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,  2004,  and the results of its
operations,  and its cash flows for the years ended  December 31, 2004 and 2003,
and the period from May 5, 1998  (inception) to December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.

s/Stark Wintre Schenkein & Co., LLP

Stark Winter Schenkein & Co., LLP


Denver, Colorado
March 25, 2005

                                       1
                                                                              17

<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS
  Cash                                                             $   645,535
  Inventory held by vendor                                               9,621
  Prepaid expense                                                        9,405
  Prepaid research and development                                      18,752
                                                                   -----------
                      Total current assets                             683,313
                                                                   -----------

Other Assets
  Deferred debenture costs                                             119,684
  Rent security deposit                                                  3,059
  Deposit on equipment                                                 146,000
                                                                   -----------


                                                                   $   952,056
                                                                   ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $    38,195
  Accrued interest                                                       2,196
                                                                   -----------
                      Total current liabilities                         40,391
                                                                   -----------

CONVERTIBLE REDEEMABLE DEBENTURES                                      206,272
                                                                   -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.01 par value,

     1,000,000 shares authorized, none outstanding                          --
  Common stock, $0.001 par value, 200,000,000
    shares authorized, 66,477,254 shares issued                         66,477
  Additional paid in capital                                         2,150,194
  (Deficit) accumulated during the development stage                (1,511,278)
                                                                   -----------
                                                                       705,393
                                                                   -----------

                                                                   $   952,056
                                                                   ===========

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

                                       2

                                                                              18

<PAGE>

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

<CAPTION>
                                                                                      FOR THE PERIOD
                                                     YEAR ENDED      YEAR ENDED        MAY 5, 1998
                                                    DECEMBER 31,    DECEMBER 31,     (INCEPTION) TO
                                                        2004            2003        DECEMBER 31, 2004
                                                    ------------    ------------    -----------------
<S>                                                 <C>             <C>             <C>
REVENUE
  Sales                                             $     13,740    $         --    $          19,912
  Grants                                                  99,901              --               99,901
                                                    ------------    ------------    -----------------
                                                         113,641              --              119,813
                                                    ------------    ------------    -----------------

COSTS AND EXPENSES
  Cost of goods sold                                      20,266              --               20,266
  General and administrative                             120,215          28,499              674,021
  Research and development                                57,137          71,055              128,192
  Stock compensation                                      36,800              --              276,800
  Amortization                                                --              --               11,645
  Loss on asset impairment                                    --              --              510,667
  Loss on disposal of property and equipment                  --              --                3,391
                                                    ------------    ------------    -----------------
                                                         234,418          99,554            1,624,982
                                                    ------------    ------------    -----------------

OPERATING (LOSS)                                        (120,777)        (99,554)          (1,505,169)
                                                    ------------    ------------    -----------------
OTHER INCOME (EXPENSE)
  Interest income                                          2,460              --                2,460
  Interest expense                                       (24,125)         (3,839)             (42,726)
  Foreign currency transaction gain (loss)                    --              --                 (168)
  Other                                                       --              11               (1,175)
                                                    ------------    ------------    -----------------
                                                         (21,665)         (3,828)             (41,609)
                                                    ------------    ------------    -----------------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                    (142,442)       (103,382)          (1,546,778)

EXTRAORDINARY ITEM, Gain on forgiveness
   of debt, net of income taxes of $12,070                    --              --               23,430
                                                    ------------    ------------    -----------------
NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)          (142,442)       (103,382)          (1,523,348)

INCOME TAX EXPENSE (BENEFIT)                                  --              --              (12,070)
                                                    ------------    ------------    -----------------
NET (LOSS)                                          $   (142,442)   $   (103,382)   $      (1,511,278)
                                                    ============    ============    =================
PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                             64,798,220      63,440,000           39,779,396
                                                    ============    ============    =================
NET (LOSS) PER COMMON SHARE (BASIC & DILUTED)
         (Loss) from operations                     $         --    $         --    $           (0.04)
         Extraordinary item                         $         --    $         --    $              --
                                                    ------------    ------------    -----------------
                                                    $         --    $         --    $           (0.04)
                                                    ============    ============    =================

</TABLE>

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

                                       3

                                                                              19

<PAGE>

<TABLE>
                            PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                MAY 5, 1998 (INCEPTION) THROUGH DECEMBER 31, 2004


<CAPTION>
                                                                                                            (Deficit)
                                                         Common Stock                        Common      Accumulated
                                                   ----------------------   Additional        Stock         During
                                                     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)
                                                   ---------- ----------- --------------  -------------  ---------------- --------
Debenture conversion @ $0.01 per share                300,008         300           2,700            --                --    3,000
Debenture conversion @ $0.33 per share                903,961         904         299,211            --                --  300,115
Debenture conversion @ $0.27 per share                800,002         800         216,801            --                --  217,601
Debenture conversion @ $0.27 per share                100,000         100          27,100            --                --   27,200
Debenture conversion @ $0.27 per share                300,962         301          81,561            --                --   81,862
Debenture conversion @ $0.28 per share                250,891         251          69,998            --                --   70,249
Contributed services to capital                            --          --           6,000            --                --    6,000
Purchase of Cellfoods                                      --          --          53,196            --                --   53,196
Shares issued for services @ $0.46 per share           80,000          80          36,720            --                --   36,800
Debenture conversion @ $0.316 per share               301,430         301          94,950            --                --   95,251
Net (loss) for the year                                    --          --              --            --          (142,441)(142,441)
                                                   ---------- ----------- --------------  -------------  ---------------- --------
Balance at December 31, 2004                       66,477,254 $    66,477 $     2,150,194  $         --  $     (1,511,278)$705,393
                                                  =========== =========== ===============  ============  ================ ========
</TABLE>

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

                                       4

                                                                              20

<PAGE>

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

<CAPTION>
                                                                                                              FOR THE PERIOD
                                                                                YEAR ENDED    YEAR ENDED        MAY 5, 1998
                                                                                DECEMBER 31,  DECEMBER 31,    (INCEPTION) TO
                                                                                   2004          2003        DECEMBER 31, 2004
                                                                               ------------  ------------    -----------------
<S>                                                                            <C>            <C>            <C>
OPERATING ACTIVITIES
                Net (loss)                                                     $  (142,442)   $  (103,382)   $      (1,511,279)
                Adjustments to reconcile net (loss) to net cash
                      (used in) operating activities:
                             Stock compensation                                     36,800             --             276,800
                             (Loss) on asset impairment                                 --             --             510,667
                             Contributed services to capital                         6,000             --               6,000
                             Reserve for uncollectible accounts receivable          36,298             --              36,298
                             Amortization of discount on loan payable
                                  - related party                                       --          3,839               5,239
                             Amortization of deferred debenture costs               16,316             --              16,316
                             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                                              (8,905)         9,789             (19,116)
                       Prepaid R&D                                                  (8,541)            --              (8,541)
                       Inventory held by vendor                                     (9,621)            --              (9,621)
                       Discount on loan                                              3,061             --               3,061
                       Rent security deposit                                        (3,059)            --              (3,059)
                       Accounts payable                                             32,547          1,863              68,664
                       Accrued interest                                              3,746             --               3,746
                       Accounts payable - related party                             (3,652)          (843)                 --
                                                                               -----------    -----------         -----------
                              Net cash (used in) operating activities              (41,452)       (88,734)           (560,789)
                                                                               -----------    -----------         -----------
INVESTING ACTIVITIES
  Purchase of fixed assets                                                              --             --              (4,891)
  Cash received in purchase of Cellfoods                                            16,898             --              16,898
  Deposit on Equipment                                                            (146,000)            --            (146,000)
  Investment in mineral claims                                                          --             --              (5,000)
                                                                               -----------    -----------         -----------
                              Net cash (used in) investing activities             (129,102)            --            (138,993)
                                                                               -----------    -----------         -----------
FINANCING ACTIVITIES
  Proceeds from loan payable - related parties                                          --             --             285,462
  Deferred debenture costs                                                        (136,000)            --            (136,000)
  Convertible redeemable debentures                                              1,000,000             --           1,000,000
  Payments on loan payable - related parties                                       (60,000)            --             (71,083)
  Proceeds from stock sales, net of issuance costs                                      --             --             266,937
                                                                               -----------    -----------         -----------
                              Net cash provided by financing activities            804,000             --           1,345,316
                                                                               -----------    -----------         -----------
                                  Net increase (decrease) in cash                  633,447        (88,734)            645,535
CASH AT BEGINNING OF YEAR                                                           12,088        100,822                  --
                                                                               -----------    -----------         -----------
CASH AT END OF YEAR                                                            $   645,535    $    12,088         $   645,535
                                                                               ===========    ===========         ===========
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
                                                                               ===========    ===========         ===========
  Accrued interest                                                             $    (1,550)   $        --         $    (1,550)
                                                                               ===========    ===========         ===========
  Issuance of stock for purchase of license agreement                          $        --    $        --         $   451,500
                                                                               ===========    ===========         ===========
  Convertible redeemable debentures                                            $  (793,728)   $        --         $  (793,728)
                                                                               ===========    ===========         ===========
  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
                                                                              21

<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

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.

In April, 2004, the Company, through PFCE Acquisition Corp, a Nevada corporation
and our wholly owned subsidiary  ("Sub"),  and Cellfoods  Corporation,  a Nevada
corporation ("Cellfoods "), entered into an Agreement and Plan of Merger whereby
Sub  merged  with  and  into  Cellfoods,  which  survived  as our  wholly  owned
subsidiary. This merger was consummated on or about May 17, 2004.

Cellfoods is a development stage corporation that was organized in January 2003,
engaged  in  the  business  of  developing   soybean  powder  for  use  in  food
preparation.  Cellfoods had assets and liabilities as of the acquisition date of
Cash of $16,898, and accounts receivable of $36,298.

Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned  subsidiary.  All intercompany  accounts and balances have been
eliminated in consolidation

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.

                                       6

                                                                              22
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Revenue recognition

In  general,  the  Company  records  revenue  when  persuasive  evidence  of  an
arrangement  exists,  services  have  been  rendered  or  product  delivery  has
occurred,  the  sales  price  to the  customer  is fixed  or  determinable,  and
collectability is reasonably assured.

To date the Company has not generated significant operating revenues.

Research and development

Research and development costs are charged to operations when incurred.  For the
years ended December 31, 2004 and 2003 and the period May 5, 1998 (inception) to
December 31,  2003,  the Company  incurred  research  and  development  costs of
$57,137, $71,055 and $128,192, respectively (see Note 4).

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, 2004. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair values.  These financial  instruments  include cash and
accounts  payable.  Fair values 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 carrying value of the Company's  long-term debt  approximated its fair value
based on the current market conditions for similar debt instruments.

                                       7

                                                                              23
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


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 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.

Income Taxes

The Company  follows SFAS 109  "Accounting  for Income  Taxes" for recording the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference  between the financial  statement and income tax basis
of assets and  liabilities  using the enacted  marginal tax rate applicable when
the related  asset or liability is expected to be realized or settled.  Deferred
income  tax  expenses  or  benefits  are  based on the  changes  in the asset or
liability  each period.  If available  evidence  suggests that it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future  changes in such
valuation  allowance are included in the provision for deferred  income taxes in
the period of change.

                                       8

                                                                              24
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

Recent Pronouncements

In November 2004, the FASB issued SFAS 151,  "Inventory  Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and wasted material  (spoilage) under the guidance in ARB 43, Chapter 4,
"Inventory  Pricing."  Paragraph 5 of ARB 43, Chapter 4, previously  stated that
"...under some  circumstances,  items such as idle facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current  period  charges...."  This  Statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  Statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management does not expect adoption of SFAS 151 to have a material impact on the
Company's financial statements.

In  December  2004,  the FASB  issued  SFAS  152,  "Accounting  for Real  Estate
Time-Sharing  Transactions."  The FASB issued this  Statement as a result of the
guidance  provided in AICPA  Statement of Position (SOP) 04-2,  "Accounting  for
Real  Estate  Time-Sharing  Transactions."  SOP 04-2  applies to all real estate
time-sharing  transactions.  Among other items, the SOP provides guidance on the
recording  of credit  losses and the  treatment of selling  costs,  but does not
change the revenue  recognition  guidance in SFAS 66,  "Accounting  for Sales of
Real  Estate,"  for real  estate  time-sharing  transactions.  SFAS  152  amends
Statement  66 to  reference  the  guidance  provided in SOP 04-2.  SFAS 152 also
amends SFAS 67,  "Accounting  for Costs and Initial  Rental  Operations  of Real
Estate  Projects",  to state that SOP 04-2  provides  the  relevant  guidance on
accounting  for  incidental  operations  and costs  related  to the sale of real
estate  time-sharing  transactions.  SFAS 152 is effective  for years  beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited.  Management  does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153,  "Exchanges of Nonmonetary  Assets,"
an  amendment  to Opinion No. 29,  "Accounting  for  Nonmonetary  Transactions."
Statement 153 eliminates  certain  differences in the guidance in Opinion No. 29
as compared to the guidance  contained in standards issued by the  International
Accounting  Standards Board. The amendment to Opinion No. 29 eliminates the fair
value  exception  for  nonmonetary  exchanges of similar  productive  assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance.  Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005.  Earlier  application is permitted for
nonmonetary  asset exchanges  occurring in periods  beginning after December 16,
2004.  Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

                                       9

                                                                              25

<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


In December  2004,  the FASB issued SFAS  123(R),  "Share-Based  Payment."  SFAS
123(R)  amends SFAS 123,  "Accounting  for  Stock-Based  Compensation,"  and APB
Opinion 25,  "Accounting  for Stock Issued to Employees."  SFAS 123(R)  requires
that  the  cost  of  share-based  payment  transactions  (including  those  with
employees and  non-employees)  be recognized in the financial  statements.  SFAS
123(R)  applies  to all  share-based  payment  transactions  in which an  entity
acquires  goods or services by issuing (or offering to issue) its shares,  share
options,  or other equity  instruments  (except for those held by an ESOP) or by
incurring  liabilities  (1) in amounts  based (even in part) on the price of the
entity's  shares  or  other  equity  instruments,  or (2) that  require  (or may
require)  settlement  by the  issuance  of an  entity's  shares or other  equity
instruments.  This statement is effective (1) for public companies qualifying as
SEC small  business  issuers,  as of the  first  interim  period or fiscal  year
beginning after December 15, 2005, or (2) for all other public companies,  as of
the first interim  period or fiscal year  beginning  after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.

Note 2.  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 6).

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 based on
the fair value of the  warrant of  $100,000,  since the rights  acquired  had no
readily determinable fair market value.

Note 3.  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.

                                       10

                                                                              26
<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


In February 2003 the Company  entered into an amendment  which extended the term
of this agreement  through February 29, 2004. On May 4, 2004, this agreement was
extended again, through April 30, 2006, so long as the Company continues to make
payments.  Pursuant to the terms of this agreement, as amended, we has agreed to
reimburse UCR for all costs and expenses incurred,  both direct and indirect, in
an amount not to exceed $181,271, pursuant to a budget agreed to by the parties.
As a result of the  amendment  extending  this  agreement  which was executed in
April  2004,  the  Company is  required  to make  additional  payments  totaling
$150,486,  including $50,005,  which was paid in May 2004, $50,229, which is due
on or before May 1, 2005, with the balance of $50,252 due May 1, 2006. It is not
anticipated  that the Company will be required to make any  additional  payments
for any future  extensions.  In order to allow the Company to make the aforesaid
payments,  the Company  borrowed funds from Fullerene,  which were  subsequently
have repaid in full. UCR, through its SMART program, provides matching funds for
all direct costs  applicable  to  development  of the  project.  The Company has
applied  for  additional  matching  funds  through  this SMART  program  and has
obtained a favorable decision and expect a grant of approximately $120,000 to be
provided over the next two years.  This also provides a multi-year  relationship
with  UCR.  All  information  the  Company  provides  to  UCR  has  been  deemed
confidential for a period of one (1) year after expiration or termination of the
agreement.

For the years ended December 31, 2004 and 2003, and the period from inception to
December  31,  2003,  the  Company  has charged  $57,137  $71,055  and  $128,192
respectively,  to  operations  related  to this  agreement.  Prepaid  expense at
December 31, 2004, includes $18,752 for research and development  services to be
provided.


Note 4.  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 a 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%. During the
year ended December 31, 2004, the Note was paid in full.

                                       11

                                                                              27

<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 6.  CONVERTIBLE DEBENTURES

In May 2004, Cellfoods completed a private placement with an accredited investor
(as defined under Rule 501,  Regulation D, promulgated  under the Securities Act
of 1933, as amended) to issue up to $1,000,000 in the aggregate principal amount
of  convertible  debentures,  pursuant  to Rule 504 of  Regulation  D under  the
Securities Act of 1933, as amended.  The debentures were initially issued as two
separate  debentures  in the amount of $997,000 and $3,000,  respectively,  bear
interest at 1% per annum and mature in five years.  Pursuant to the terms of the
merger  discussed above, the Company has assumed the obligations and benefits of
Cellfoods,  including the obligation under the Debenture agreement.  The Company
received net proceeds of $864,000 after payment of deferred  debenture  costs of
$136,000.  The deferred  debenture  costs are being amortized over the five year
term of the debentures.  As of December 31, 2004, the remaining  principal under
the  debentures,  after giving effect to the conversion of $793,728 plus accrued
interest of $1,104 is $206,272.  Accrued  interest thereon is $2,196 at December
31, 2004.

The conversion price for the Debentures is the lesser of (a) the lesser of $0.75
and one  hundred  twenty-five  percent  (125%) of the average of the closing bid
prices  per  share  of our  Common  Stock  during  the  five  (5)  trading  days
immediately  preceding the Closing (as defined in the Purchase  Agreement);  and
(b) one hundred percent (100%) of the average of the five (5) lowest closing bid
prices  per share of our  Common  Stock  during  the  forty  (40)  trading  days
immediately preceding the Conversion Date; provided, however, that the aggregate
maximum  number of shares of Common  Stock that the First  Debenture  and Second
Debenture  may be converted  into shall be Two Million  (2,000,000)  shares (the
"Maximum  Conversion");  and further  provided,  however,  that upon the Maximum
Conversion,  we could (a)  increase  the  Maximum  Conversion  or (a) redeem the
unconverted  amount of the First  Debenture and Second  Debenture in whole or in
part at one hundred  fifteen  percent (115%) of the  unconverted  amount of such
Debentures  being redeemed plus accrued interest  thereon.  The conversion price
and number of shares of Common Stock issuable upon  conversion of the Debentures
is subject to adjustment  for stock splits and  combinations  and other dilutive
events.  The Debentures may not be converted,  however,  if after conversion the
holder would  beneficially  own more than 5% of our  outstanding  common  stock,
unless the holder  waives  this  limitation  by giving us 75 days  notice of the
waiver.

As of the date of this Report,  an aggregate of approximately  $793,728 has been
converted by the Debenture  Holder into 2,957,254 shares of our common stock. If
the balance of the Debentures are converted,  the Company estimates that it will
release approximately 1,000,000 shares of common stock currently held in escrow.
The Company placed an aggregate of 30,000,000 shares of common stock into escrow
to insure  performance  under the  Debentures.  Once  converted,  the balance of
shares  currently  held in escrow will be released to the  Company.  The Company
currently  estimates  that  approximately  26,000,000  will be returned from the
amount escrowed.

                                       12

                                                                              28

<PAGE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


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.

                                       13

                                                                              29
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


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

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

     o    Issued 1,000,000 shares of 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 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.

During the year ended  December  31,  2004,  the  following  equity  transaction
occurred.

     o    Escrowed 30,000,000 shares of common stock for debenture conversion of
          which  2,957,254   shares  were  issued  for  $793,728  of  debentures
          converted.

     o    Issued  80,000 shares for legal  services  valued at their fair market
          value of $36,800.

     o    Received  cash of $16,898  and  receivables  of $36,298 in  Cellfoods
          acquisition.

     o    Services with a value of $6,000 were contributed to capital.


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.

                                       14

                                                                              30
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


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.


Note 8.  INCOME TAXES

The Company  accounts  for income taxes under SFAS 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 carry forward                $705,000          $240,000
                                                ========          ========

The net operating loss carry forward will expire through 2024 and may be limited
due to a significant change in ownership during 2001. The deferred tax asset has
been fully reserved at December 31, 2004.

The change in the valuation allowance for the deferred tax asset during the year
ended December 31, 2004 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.

                                       15

                                                                              31

<PAGE>
                           PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


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.

During the year ended December 31, 2003,  the Company had $3,652,  of for travel
and  administrative  expenses  paid by an officer and  director on behalf of the
Company.  The $3,652 was paid to the officer and director  during the year ended
December 31, 2004.

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, 2004, 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.


                                       16

                                                                              32

<PAGE>

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

     None.

ITEM 8A.  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,   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. Based upon that evaluation,  he 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.


                                    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         61       President, Director

            Ken K. Inouye         61       Secretary, Treasurer, Director

            Dr. Yushan Yan        40       Director

            Dr. Xin Wang          31       Vice President and Director of
                                           Research and Development


                                                                              33

<PAGE>

     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.

     Dr.  Yushan  Yan,  was  appointed  as a director of our Company in November
2004. In addition to his positions  with us, since July 1998, Dr. Yan has been a
Professor at the University of California,  Riverside. He received a Bachelor of
Science  degree in Chemical  Physics in 1988 from the  University of Science and
Technology of China.  He also received a Masters degree in Chemical  Engineering
in 1995 from the  California  Institute  of  Technology  and a Ph.D in  Chemical
Engineering in 1997, also from the California  Institute of Technology.  Dr. Yan
is  considered  a  leading   authority  on  proton   conductive   membranes  and
nanostructured  electrodes.  Dr. Yan devotes approximately 10 hours per month to
our business activities.

     Dr. Xin Wang  assumed  his  position  as Vice  President  and  Director  of
Research and Development 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  2004,  our  Board of  Directors  did not  have  any  formal
meetings, but did take action in three instances by unanimous consent.  However,
our directors, who are also our officers, work together on a daily basis.

                                                                              34

<PAGE>

     During fiscal 2004, 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, 2004,  there were no changes in
the  holdings  of  any  of  our  officers  and   directors,   or  our  principal
shareholders. Therefore, no 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, 2004 and 2003, 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.

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                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    ($)    ($)     ($)        ($)         (#)         ($)       ($)
----------  ----  -----   -----  ------   ----------  ------------  -------  ---------
<S>         <C>   <C>     <C>    <C>      <C>              <C>      <C>      <C>
George      2003  $   0   $   0  $    0   $        0       0        $     0  $       0
Suzuki,(1)  2004  $   0   $   0  $    0   $        0       0        $     0  $       0
Chairman,
President
</TABLE>

     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, 2004.

     On August 1, 2003,  we entered  into a  consulting  agreement,  as amended,
whereby Dr. Xin Wang will act as our Vice President and Director of Research and
Development. The term of the original agreement was through August 31, 2004, and
provided for annual compensation of $30,000. Additionally, we issued to Dr. Wang
a two-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,  Dr. 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. Relevant thereto, we paid

                                                                              35

<PAGE>

Dr.  Wang the sum of $7,542  during  2004.  Dr.  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.

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

         Fullerene USA, Inc.                    29,100,000(1)            43.7%
         1721 Garvey Ave., #A
         Alhambra, CA 91803

         Stephen G. Godwin                        6,000,000(1)            9%
         11854 Darlington Ave., #304
         Los Angeles, CA 90049

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

         All Directors and Executive             29,200,000(1)(2)        43.9%
         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.

     At December 31, 2003, we had outstanding  loans in the principal amounts of
$60,000 and $10,000 due to Fullerene,  USA, Inc., our majority  stockholder.  In
regard to the $60,000 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. Both of these notes have been paid in
full.


                                                                              36

<PAGE>

     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, 2004, we owed one of our officers and  directors  $3,652
for  travel  and  administrative  expenses  paid by this  person on our  behalf.
Subsequently, all balances due have been paid.

     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

     10.2         Lease Agreement - Riverside laboratory

     31.1         Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

     31.2         Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

     32.1         Certification of Chief Executive Officer Pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

     32.2         Certification of Chief Financial Officer 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.


                                                                              37

<PAGE>

(b) Reports on Form 8-K.

     In the last fiscal  quarter of the fiscal year ended  December 31, 2004, we
did not file any reports on Form 8-K.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Our board of directors reviews and approves audit and permissible non-audit
services performed by its independent  accountants,  as well as the fees charged
for such services.  In our review of non-audit  service fees and its appointment
of Stark Winter Schenkein & Co., LLP as our independent  accountants,  our board
of directors  considered  whether the  provision of such  services is compatible
with maintaining independence.  All of the services provided and fees charged by
Stark Winter Schenkein & Co., LLP, in fiscal years ended December 31, 2004, were
approved by our board of directors.

Audit Fees

     The  aggregate  fees  billed  by  Stark  Winter  Schenkein  & Co.,  LLP for
professional  services for the audit of our annual financial  statements and the
reviews of the financial  statements  included in our quarterly  reports on Form
10-QSB  for  2004  and 2003  were  $24,013  and  $10,500,  respectively,  net of
expenses.


Audit-Related Fees

     There  were no other fees  billed by during  the last two fiscal  years for
assurance and related  services that were reasonably  related to the performance
of the audit or review of our financial statements and not reported under "Audit
Fees" above.

Tax Fees

     The aggregate fees billed during the last two fiscal years for professional
services  rendered for tax  compliance  for fiscal years ended December 31, 2004
and 2003 were $1,500 and $900, respectively.

All Other Fees

     There were no other fees billed by Stark Winter Schenkein & Co., LLP during
the last two fiscal years for products and services provided.


                                                                              38

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on April 7, 2005.

                                        PACIFIC FUEL CELL CORP.
                                        (Registrant)


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


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on April 7, 2005.



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


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


-----------------------------------
Dr. Yushan Yan, Director



                                                                              39