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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2004

                         Commission File Number: 0-28031


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


                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation or organization)

                                   80-0043875
                                   ----------
                        (IRS Employer Identification No.)

                               131 N. Tustin Ave.
                                    Suite 100
                                   Tustin, CA
                                   ----------
                    (Address of principal place of business)

                                      92780
                                      -----
                                   (Zip Code)

                                 (714) 564-1693
                                 --------------
                           (Issuer's Telephone Number)

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 past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
  X   No     .
-----    ----

The number of shares of the  registrant's  only class of common stock issued and
outstanding as of May 13, 2004, was 73,440,000 shares.


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited  financial  statements for the three month period ended March
31, 2004, are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with our unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on, our behalf.  We disclaim  any  obligation  to update
forward looking statements.

     We did not generate any revenues  during the three month period ended March
31, 2004.  During the three month period ended March 31, 2004, we incurred costs
and expenses  totaling  $22,828,  including  $10,211 in research and development
costs and $12,617 in selling,  general and  administrative  expense.  During the
three  month  period  ended March 31,  2003,  we incurred a net loss of $34,770,
which consisted of selling,  general and administrative expense. As a result, we
incurred a net loss of  $(22,828)  during the three month period ended March 31,
2004, compared to a net loss of $(34,770) for the similar period ended March 31,
2003..  Because we did not generate  any revenues  during the three month period
ended March 31, 2004,  or prior  thereto,  following  is our Plan of  Operation,
rather than a comparison of results of operations.

Plan of Operation

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

     On November 21, 2002, we entered into an agreement  with the  University of
California at Riverside to develop a  commercially  viable fuel cell  prototype.
The initial term of this agreement ran through  February 2003. 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

                                        2

<PAGE>

again,  through  April 30,  2005.  Pursuant to the terms of this  agreement,  as
amended,  we have agreed to reimburse the  University for all costs and expenses
incurred,  both  direct  and  indirect,  in an amount  not to  exceed  $131,266,
pursuant to a budget agreed to by the parties. The University, through its SMART
program,  provides matching funds for all direct costs applicable to development
of our project.  We tendered an initial payment of $70,000 upon execution of the
initial agreement, and a second advance payment of $61,266 was tendered in March
2003, pursuant to our exercise of our option to extend this agreement.  In order
to allow us to make these initial  payments,  we borrowed funds from  Fullerene.
See  "Part  II,  Item,  6,  Management's  Discussion  -  Liquidity  and  Capital
Resources" below for the terms applicable to this obligation. As a result of the
amendment  extending  this  agreement  which was  executed  in May 2004,  we are
required to make additional payments totaling $150,486, including $50,005, which
is  currently  due,  $50,229,  which is due on or before May 1,  2005,  with the
balance  of  $50,252  due  May 1,  2006.  Our  ability  to  make  these  payment
obligations are expected to be derived from future  financings,  which are being
negotiated as of the date of this report. See "Liquidity and Capital Resources,"
below.  However,  if this proposed  financing does not occur,  we expect that we
will be able to obtain the necessary  funding through loans from our affiliates.
All information which we provide to the University has been deemed  confidential
for a period of one (1) year after expiration or termination of the agreement.

     As  previously  reported,  we have applied for  additional  matching  funds
through the SMART program.  We recently obtained a favorable decision and expect
a grant of approximately $120,000 to be provided over the next three years. This
also  provides a multi-year  relationship  with the  University of California at
Riverside.

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

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

                                        3

<PAGE>

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

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

     We have also  investigated  the possibility of using our  proprietary  fuel
cell technology to provide  electricity for small commercial  establishments and
households.  Although  we do not  currently  have the rights to utilize our fuel
cell  technology  in this market,  we believe  that, if we decide to pursue this
market,  we can acquire  such  rights  from  Fullerene  on  advantageous  terms.
However,  there can be no assurances that we will be able to acquire such rights
in the future.

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

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differs in methodology, suitable scale
and efficiency. Our interest (and patent applications) is in the Proton Exchange
Membrane (PEM) method which is very suitable for low temperature operation.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31,  2004,  we had  $12,847 in cash.  We had  $10,207 in  accounts
payable,  plus  $3,652  in  accounts  payable  to an  affiliate.  We also had an
outstanding  loan in the amount of $67,941,  due to Fullerene,  USA,  Inc.,  our
majority  stockholder.  In  regard  to this  loan,  we  originally  received  an
unsecured,  non-interest  bearing loan for $60,000  which was due  September 14,
2002. On December 5, 2002, this note was cancelled with the consent of Fullerene
and replaced with a note extending the due date to August 14, 2004.

     We believe our next step in the  implementation  of our business plan is to
develop a viable manufacturing  prototype which, if it meets expectations,  will
be ready to be placed in  production.  We hope to accomplish  this  objective by
opening our own  laboratory to develop this  additional  prototype.  We estimate
that this will require us to raise a minimum of $1 million in additional debt or
equity  capital and there are no  assurances  that we will be able to raise this
capital in the future.  We are  currently  engaged in various  discussions  with
interested  parties to provide these funds.  Specifically,  we have entered into
what we believe to be serious  negotiations with an unaffiliated  entity to loan
us the principal amount of $1 million. It is anticipated that, if this financing
does occur,  of which there can be no  assurance,  this third party will loan us
funds  pursuant to the terms of a  redeemable  convertible  debenture.  Any such
conversion  may result in  significant  dilution to our  existing  stockholders.
Relevant  thereto,  as of the date of this  report,  we have caused to be issued
10,000,000  shares of our common stock,  which  certificate has been placed into
escrow at the request of the  proposed  investor,  as security  for the proposed
debenture,  pending successful  negotiation of definitive terms.  However, we do
not expect that all of these shares will be released in the event of conversion.
While no assurances can be provided,  if this financing  closes,  the conversion
rate is

                                       4
<PAGE>

expected  to be  consistent  with the lower end of the bid  prices of our common
stock over the 40 trading days prior to conversion. The balance of this stock is
expected to be returned to our  treasury.  In  addition,  in the event we do not
reach mutually agreeable terms with this investor, these shares will be returned
to our treasury.  However,  as of the date of this report, we have no definitive
agreement  with any third party to provide us with  financing.  If  successfully
closed,  we intend to use a portion of the funds to build our own laboratory and
finalize a commercial  prototype,  while  continuing to conduct  research at the
University of California at Riverside.

     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.

TRENDS

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

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

     We  believe  that the  reason  that the fuel  cell  market  is not  rapidly
expanding at this time is due to high manufacturing  costs. We believe that this
development  is  inevitable,   due  to  the  advantages  of  low  pollution  and
independence from fossil fuels.  Major  automobile,  industrial and power supply
companies are heavily  involved in research and  development  activities of fuel
cell  technology  and many have  announced  prototypes  and  commercial  models.
However, there has not been a major commercial breakthrough,  which we attribute
to the high cost of the  products and the lack of consumer  proven  reliability.
While no assurances can be provided, once the problem of high costs is resolved,
we expect the micro fuel cell market to increase significantly.

INFLATION

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on our results of operations
during the three month period ended March 31, 2004.

ITEM 3. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of filing of this quarterly report on Form
10-QSB,   we  carried  out  an  evaluation,   under  supervision  and  with  the
participation of our management, including our

                                       5
<PAGE>

CEO and CFO, of the  effectiveness of the design and operation of our disclosure
controls and  procedures  pursuant to Exchange Act Rule 13a-14.  Based upon that
evaluation,  our  CEO  and  CFO  concluded  that  our  disclosure  controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to us required to be included in our periodic  SEC filings.  Subsequent
to the date of that evaluation,  there have been no changes in internal controls
or in other factors that could significantly affect internal controls,  nor were
any  corrective  actions  required with regard to significant  deficiencies  and
material weaknesses.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. CHANGES IN SECURITIES.

     We did not issue any of our securities  during the three month period ended
March 31, 2004.

Subsequent Event

     In May 2004, we caused to be issued  10,000,000 shares of our common stock,
which  certificate  has been placed  into escrow at the request of the  proposed
investor, pending successful negotiation of definitive terms. In the event we do
not reach  mutually  agreeable  terms with this  investor,  these shares will be
returned to our treasury. See "Part I, Item 2, Liquidity and Capital Resources,"
above, for a more detailed description of this transaction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5. OTHER INFORMATION - None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits

         31.      Certification of Financial Statements in accordance
                  with Section 302 of the Sarbanes-Oxley Act of 2002

         32.      Certification of Financial Statements in accordance
                  with Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K.

     We did not file any reports on Form 8-K during the three month period ended
March 31, 2004.


                                        6

<PAGE>



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


                                     ASSETS

CURRENT ASSETS
   Cash                                                            $   12,847
                                                                   ----------
          Total current assets                                         12,847
                                                                   ----------

OTHER ASSETS                                                            1,685
                                                                   ----------

                                                                   $   14,532
                                                                   ==========


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                                $   10,207
   Accounts payable - related party                                     3,652
                                                                   ----------
         Total current liabilities                                     13,859
                                                                   ----------

LOAN PAYABLE - RELATED PARTY                                           67,941
                                                                   ----------
STOCKHOLDERS' (DEFICIT)
  Preferred stock, $0.01 par value, 1,000,000 shares
     authorized, none outstanding                                           -
  Common stock, $0.001 par value, 20,000,000 shares
     authorized, 63,440,000 shares issued and outstanding              63,440
  Additional paid in capital                                        1,261,957
  (Deficit) accumulated during the development stage               (1,392,665)
                                                                   ----------
                                                                      (67,268)
                                                                   ----------

                                                                   $   14,532
                                                                   ==========

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

                                       7

<PAGE>

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

<CAPTION>
                                                                                For the Period
                                                Three months    Three months      May 5, 1998
                                                   ended           ended        (inception) to
                                               March 31, 2004  March 31, 2003   March 31, 2004
                                               --------------  --------------   --------------
<S>                                            <C>             <C>              <C>
REVENUE                                        $           --  $           --   $        6,172
                                               --------------  --------------   --------------
COSTS AND EXPENSES
  Selling, general and administrative                  12,617          34,770          516,424
  Stock compensation                                       --              --          240,000
  Amortization                                             --              --           11,645
  Research and development                             10,211              --          131,266
  Loss on asset impairment                                 --              --          510,667
  Loss on disposal of property and equipment               --              --            3,391
                                               --------------  --------------   --------------
       Total operating expenses                        22,828          34,770        1,413,393
                                               --------------  --------------   --------------

OPERATING (LOSS)                                      (22,828)        (34,770)      (1,407,221)
                                               --------------  --------------   --------------
OTHER INCOME (EXPENSE)
  Interest expense                                     (1,002)           (935)         (19,603)
  Foreign currency transaction (loss)                      --              --             (168)
  Gain on forgiveness of debt                              --              --           35,500
  Other                                                     2               3           (1,173)
                                               --------------  --------------   --------------
                                                       (1,000)           (932)          14,556
                                               --------------  --------------   --------------

NET (LOSS)                                     $      (23,828) $      (35,702)  $   (1,392,665)
                                               ==============  ==============   ==============

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
  BASIC AND DILUTED                                63,440,000      63,440,000       19,621,696
                                               ==============  ==============   ==============

NET (LOSS) PER COMMON SHARE                    $        (0.00) $        (0.00)  $        (0.07)
                                               ==============  ==============   ==============

</TABLE>

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

                                       8

<PAGE>

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

<CAPTION>
                                                                                For the Period
                                                  Three months   Three months     May 5, 1998
                                                      ended         ended       (inception) to
                                                 March 31, 2004  March 31,2003  March 31, 2004
                                                 --------------  -------------  --------------
<S>                                              <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES             $       (9,241) $     (75,297) $     (528,578)
                                                 --------------  -------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES                         --             --          (9,891)
                                                 --------------  -------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders             10,000             --         295,462
  Payments on loans payable - shareholders                   --             --         (11,083)
  Proceeds from stock issuances                              --             --         266,937
                                                 --------------  -------------  --------------
Net cash provided by financing activities                10,000             --         551,316
                                                 --------------  -------------  --------------

              Net increase (decrease) in cash               759        (75,297)         12,847

CASH AT BEGINNING OF PERIOD                              12,088        100,822              --
                                                 --------------  -------------  --------------
CASH AT END OF PERIOD                            $       12,847  $      25,525  $       12,847
                                                 ==============  =============  ==============

</TABLE>

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

                                       9

<PAGE>

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

Note 1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information. They do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year. For further information, refer to the financial statements and
notes therto, included in the Company's Form 10-KSB as of and for the two years
ended December 31, 2003.

Note 2.  Going Concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. The Company has
incurred losses since inception of $1,392,665, and is reliant on raising capital
to initiate its business plan. The Company is exploring options to expand
operations and raise additional funds through equity and debt financing,
however, the Company has no commitment from any party to provide additional
capital and there is no assurance that such funding will be available when
needed, or if available, that its terms will be favorable or acceptable to the
Company.

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

Note 3:  Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards 128, "Earnings per Share." Basic earnings (loss)
per share is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents outstanding. During the
periods presented, common stock equivalents were not considered, as their effect
would be anti-dilutive.

                                       10

<PAGE>

Note 4.  Research and Development

On August  21,  2002 the  Company  entered  into a one-year  agreement  with the
University of California  (the  "University")  to develop a commercially  viable
fuel cell. The Company has advanced the University $131,266 to fund the project,
which had an original  completion  date of August 26, 2003.  The Company and the
University  entered into an agreement to extend the completion  date to February
29, 2004.  Research and  development  costs for the three months ended March 31,
2004 of $10,211  were charged to expenses  when  incurred.  On May 4, 2004,  the
agreement  was  further  extended  through  April  30,  2005.  Pursuant  to this
extension,  the  Company  will be required  to make  additional  payments in the
aggregate  amount of  $150,486,  including  $50,005  which is  currently  due. A
payment of $50,229 is due on or before May 1, 2005 and the balance of $50,252 is
due on May 1, 2006.

Note 5.  Subsequent Stock Issuance

In May of 2004,  the Company  caused  10,000 shares of its  unrestricted  common
stock to be issued in connection with the negotiation of redeemable  convertible
debentures, in the aggregate amount of up to $1,000,000.  The shares are held in
escrow  and  will  be  returned  to the  Company's  treasury  in the  event  the
negotiations  do not result in a  definitive  agreement.  As of the date of this
filing, no agreement relating to the debentures has been executed.



                                       11

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         PACIFIC FUEL CELL CORP.
                                         (Registrant)

                                         Dated: May 13, 2004



                                         By: s/ Ken Inouye
                                            -----------------------------------
                                            Ken Inouye, Secretary & Treasurer



                                       12