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: September 30, 2005

                         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 November 14, 2005, was 66,627,538 shares.

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                             $   438,463
  Prepaid expenses                                                       7,618
  Deferred debenture costs                                              99,149
                                                                   -----------
                      Total current assets                             545,230
                                                                   -----------

 Property and equipment, net                                            46,997
                                                                   -----------
Other Assets
  Rent security deposit                                                  3,059
  Deposit on equipment                                                 101,239
                                                                   -----------
                                                                       104,298
                                                                   -----------

                                                                   $   696,525
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $    24,547
  Accrued interest                                                       3,487
  Convertible redeemable debentures                                    191,272
                                                                   -----------
                      Total current liabilities                        219,306
                                                                   -----------

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, 66,627,538 shares issued and oustanding          66,627
  Additional paid in capital                                         2,194,673
  (Deficit) accumulated during the development stage                (1,784,081)
                                                                   -----------
                                                                       477,219
                                                                   -----------

                                                                   $   696,525
                                                                   ===========

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

                                       2

<PAGE>

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

<CAPTION>
                                                                                                                FOR THE PERIOD
                                                      THREE MONTHS ENDED            NINE MONTHS ENDED             MAY 5, 1998
                                                 SEPTEMBER 30   SEPTEMBER 30   SEPTEMBER 30   SEPTEMBER 30      (INCEPTION) TO
                                                     2005           2004           2005           2004         SEPTEMBER 30, 2005
                                                 ------------   ------------   ------------   ------------     ------------------
<S>                                              <C>            <C>            <C>            <C>              <C>
REVENUE
  Sales                                          $        811   $         --   $     52,076   $         --     $           71,988
  Grants                                                   --             --             --             --                 99,901
                                                 ------------   ------------   ------------   ------------     ------------------
                                                          811             --         52,076             --                171,889
                                                 ------------   ------------   ------------   ------------     ------------------
COSTS AND EXPENSES
  Cost of goods sold                                      936             --         60,400             --                 80,666
  General and administrative                           58,771         26,229        139,784         61,329                807,805
  Research and development                             16,197         17,001        101,465         37,025                229,656
  Stock compensation                                       --         80,000         20,000         80,000                296,800
  Services contributed to capital                       1,500             --          4,500             --                 10,500
  Amortization                                             --             --             --             --                 11,645
  Loss on asset impairment                                 --             --             --             --                510,667
  Loss on disposal of property and equipment               --             --             --             --                  3,391
                                                 ------------   ------------   ------------   ------------     ------------------
                                                       77,403        123,230        326,149        178,354              1,951,130
                                                 ------------   ------------   ------------   ------------     ------------------

OPERATING (LOSS)                                      (76,592)      (123,230)      (274,073)      (178,354)            (1,779,241)
                                                 ------------   ------------   ------------   ------------     ------------------
OTHER INCOME (EXPENSE)
  Interest income                                         894            875          2,838          1,412                  5,298
  Interest expense                                       (617)        (1,742)        (1,569)        (6,837)               (44,295)
  Foreign currency transaction gain (loss)                 --             --             --             --                   (168)
  Other                                                    --             --             --             --                 (1,175)
                                                 ------------   ------------   ------------   ------------     ------------------
                                                          277           (867)         1,269         (5,425)               (40,340)
                                                 ------------   ------------   ------------   ------------     ------------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM                  (76,315)      (124,097)      (272,804)      (183,779)            (1,819,581)

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

NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)        (76,315)      (124,097)      (272,804)      (183,779)            (1,796,151)

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

NET (LOSS)                                       $    (76,315)  $   (124,097)  $   (272,804)  $   (183,779)    $       (1,784,081)
                                                 ============   ============   ============   ============     ==================

PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                          66,627,538     65,432,000     66,595,093     64,316,000             42,485,704
                                                 ============   ============   ============   ============     ==================

NET (LOSS) PER COMMON SHARE (BASIC & DILUTED)
         (Loss) from operations                  $      (0.00)  $      (0.00)  $      (0.00)  $      (0.00)    $            (0.04)
         Extraordinary item                      $      (0.00)  $      (0.00)  $      (0.00)  $      (0.00)    $            (0.00)
                                                 ------------   ------------   ------------   ------------     ------------------
                                                 $      (0.00)  $      (0.00)  $      (0.00)  $      (0.00)    $            (0.04)
                                                 ============   ============   ============   ============     ==================
</TABLE>

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

                                       3

<PAGE>

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

                                                                                                         FOR THE PERIOD
                                                                               NINE MONTHS ENDED           MAY 5, 1998
                                                                          SEPTEMBER 30   SEPTEMBER 30     (INCEPTION) TO
                                                                               2005           2004      SEPTEMBER 30, 2005
                                                                          -----------    -----------    ------------------
<S>                                                                       <C>            <C>            <C>
OPERATING ACTIVITIES
                              Net cash (used in) operating activities     $  (202,125)   $  (125,069)   $         (762,913)
                                                                          -----------    -----------    ------------------
INVESTING ACTIVITIES
  Purchase of fixed assets                                                    (54,708)            --               (59,599)
  Cash received in purchase of Cellfoods                                           --         16,898                16,898
  Deposit on equipment                                                         44,761        (23,000)             (101,239)
  Investment in mineral claims                                                     --             --                (5,000)
                                                                          -----------    -----------    ------------------
                              Net cash (used in) investing activities          (9,947)        (6,102)             (148,940)
                                                                          -----------    -----------    ------------------
FINANCING ACTIVITIES
  Proceeds from loan payable - related parties                                     --         10,000               285,462
  Deferred debenture costs                                                         --       (136,900)             (136,000)
  Convertible redeemable debentures                                                --      1,000,000             1,000,000
  Payments on loan payable - related parties                                       --        (70,000)              (71,083)
  Proceeds from stock sales, net of issuance costs                              5,000             --               271,937
                                                                          -----------    -----------    ------------------
                              Net cash provided by financing activities         5,000        803,100             1,350,316
                                                                          -----------    -----------    ------------------
                                  Net increase (decrease) in cash            (207,072)       671,929               438,463

CASH AT BEGINNING OF PERIOD                                                   645,535         12,088                    --

                                                                          -----------    -----------    ------------------
CASH AT END OF PERIOD                                                     $   438,463    $   684,017    $          438,463
                                                                          ===========    ===========    ==================

NON-CASH FINANCING ACTIVITIES
  Conversion of debentures and accured interest to common stock           $        --    $   700,032    $          700,032
                                                                          ===========    ===========    ==================
  Issuance of stock in Cellfoods acquisition                              $        --    $     2,562    $            2,562
                                                                          ===========    ===========    ==================
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                                  $        --    $        --    $               --
                                                                          ===========    ===========    ==================
  Cash paid for income taxes                                              $        --    $        --    $               --
                                                                          ===========    ===========    ==================
</TABLE>

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

                                       4

<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

Note 1.  Basis of Presentation

The accompanying  unaudited consolidated 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
December 31, 2004, and for the years ended December 31, 2004 and 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 $1,784,081 and is reliant on raising capital
to  initiate  its  business  plan,  and  has  no  material  revenue   generating
operations.  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  Standard 128, "Earnings per Share." Basic earnings (loss)
per share is calculated  by dividing net income  (loss) by the weighted  average

                                       5

<PAGE>

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.


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. Under this agreement,  the Company advanced the University  $131,266.
The  Company  and  the  University  entered  into an  agreement  to  extend  the
completion  date to February 29, 2004. On May 4, 2004, the agreement was further
extended  through April 30, 2007.  Pursuant to this  extension,  the Company had
made an initial  payment  of $50,005  and will be  required  to make  additional
payments in the aggregate amount of $100,481. A payment of $50,229 was due on or
before  May 1, 2005 but the  invoice  has not yet  issued  from the  University.
$37,496 was paid against the invoice  issued by the  University  for the part of
DOE STTR grant  research  project.  A final  payment of $50,252 is due on May 1,
2006.  Research and  development  costs for the nine months ended  September 30,
2005 of $101,465 were charged to operations.


Note 5.  Merger Agreement

Effective May 14, 2004, the Company,  Cellfoods Corporation  ("Cellfoods") and a
wholly-owned   subsidiary  of  the  Company,   PFCE  Acquisition  Corp.  ("Sub")
consummated  an  Agreement  and Plan of Merger,  whereby Sub was merged with and
into Cellfoods.  All of the Cellfoods' issued and outstanding common shares were
exchanged for 6,100 shares of the Company's  $.001 par value common stock,  at a
conversion ratio of .01 to 1, as a tax-free  reorganization  pursuant to Section
365(a) of the Internal Revenue Code. The shares were issued at their fair market
value of $2,562,  which has been charged to operations as purchased research and
development during 2004.  Cellfoods has had minimal activity to date. On May 25,
2005 the Company's Board of Directors approved the spin-off of Cellfoods and the
applicable  registration  statement  is  being  prepared  as of the date of this
filing.


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

                                       6
<PAGE>

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 (Note 5), the Company has assumed the
obligations  and  benefits of  Cellfoods,  including  the  obligation  under the
Debenture agreement. The Company received net proceeds of $863,100 after payment
of deferred debenture costs of $136,900.  The deferred debenture costs are being
amortized over the five year term of the  debentures.  As of September 30, 2005,
the  remaining  principal  under  the  debentures,  after  giving  effect to the
conversion  of $808,728  plus accrued  interest of $1,679 (Note 7), is $191,272.
Accrued interest thereon is $3,487 at September 30, 2005. See note 9.


Note 7.  Common Stock

In May 2004, the Company caused  30,000,000  shares of its  unrestricted  common
stock to be issued in connection  with the issuance of the debentures  discussed
above in Note 5. The  shares  are held in  escrow  and will be  returned  to the
Company's treasury to the extent the debentures are not converted.

During the year ended  December  31,  2004,  2,957,254  shares of the  Company's
common  stock  were  issued  upon  conversion  of  the  convertible   redeemable
debentures  discussed  above, in the amount of $793,728 plus accrued interest of
$1,550 (approximately $.29 per share).

During the period ended  September  30,  2005,  50,284  shares of the  Company's
common  stock  were  issued  upon  conversion  of  the  convertible   redeemable
debentures  discussed  above, in the amount of $15,000 plus accrued  interest of
$129 (approximately $.30 per share).

In  conjunction  with the options issued  pursuant to the  consulting  agreement
described in Note 8, the Company charged $20,000 to operations during the period
ended September 30, 2005, related to the fair market value of the options.


Note 8.  Consulting Agreement

Effective  August 1, 2004, The Company entered into a consulting  agreement with
an individual for services to be rendered in connection with the development and
implementation  of strategies  regarding the Company's fuel cell  prototype,  as
well as merger,  joint venture or acquisition  opportunities.  As consideration,
the Company has agreed to pay the consultant  $1,500 per month for 36 months and
issued the  individual  a three year option to purchase up to 250,000  shares of
the Company's  common stock,  at an exercise  price of $.35 per share,  the fair
market value of the stock on the date the agreement was consummated. The initial
options vested fully upon execution of the  agreement.  In addition,  if certain
performance goals are met, the individual will be entitled to receive options to

                                       7
<PAGE>

purchase up to an additional  2,250,000 shares of the Company's common stock, at
prices to be  determined  in the future,  based on the then fair market value of
the stock.


Note 9. Subsequent Events

Subsequent  to  September  30,  2005  we  redeemed  the  remaining   outstanding
convertible  debentures,  plus  interest  and a  termination  fee for a total of
$223,144.  As a  result,  26,992,462  shares  of  the  Company's  common  stock,
representing  all of the PFCE  common  shares  being  held in  escrow  under the
debenture agreement were returned to be canceled.

                                       8



<PAGE>

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.

     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.

     On September 22, 2005, we announced  that we completed the prototype of our
proprietary  nanostructured  Membrane Electrode Assembly  (nanoMEA),  and we are
currently  looking  for  partners  for the  nanoMEA  production.  The new carbon
nanomaterial  based MEAs have shown excellent  performance for both hydrogen and
methanol fuel cells.  For example,  this technology uses 75% less platinum while
exceeding  the  performance  of current  state of the art MEAs for methanol fuel
cells. The carbon  nanomaterials are used as the support of platinum or platinum
alloy catalysts.  Another major advantage of these carbon nanomaterials is their
higher corrosion resistance and thus longer lifetime than carbon black.

     As of the date of this  Report,  we are focused on finding  production  and
distribution  partners for our  proprietary  nanostructured  Membrane  Electrode
Assembly  (nanoMEA).  We are also continuing  research to refine and improve our
current MEA.

     In addition,  in April,  2004,  we, along with a then newly created  wholly
owned subsidiary of our company,  PFCE Acquisition  Corp, a Nevada  corporation,
entered  into an  Agreement  and Plan of Merger with  Cellfoods  Corporation,  a
Nevada  corporation  ("Cellfoods "), whereby our wholly owned subsidiary  merged
with and into  Cellfoods,  which  survived this  transaction  and is currently a
wholly owned  subsidiary.  Effective  on or about May 17, 2004,  this merger was

                                       9
<PAGE>

consummated.  Cellfoods is a development stage corporation that was organized in
November  2001,  and is  engaged  in the  business  of  developing  a new,  more
nutritious  soybean  powder  for use in food  preparation.  This  product  has a
greater shelf life than current soybean powders. The principal product,  Soycell
Powder, is a uniquely  processed soybean powder whereby each cell of the soybean
is  separated by an exzymatic  process.  Because the powder  remains in cellular
formation, it does not smell or taste like conventional soybean powder or flour.
It has very  little  taste or  smell,  which  makes it  easier  to be used as an
additive or filler in recipes and food products. The product cnd be produced and
stored for up to 6 months or more without degradation,  compared to conventional
soybean powder, which is good for only 3 months before degradation occurs.

     As of the date of this Report, we are considering  "spinning off" Cellfoods
as a separate public company in the future. Relevant thereto, we expect that the
initial registration statement will be filed in the near future.

Comparison of Results of Operations  for the nine month periods ended  September
30, 2005 and 2004

     During the nine month period  ended  September  30,  2005,  we generated an
aggregate of $52,076 in revenues,  all of which were  generated by operations of
our wholly owned subsidiary, Cellfoods Corporation ("Cellfoods"), compared to no
revenues during the nine month period ended September 30, 2004.  During the nine
month period ended  September 30, 2005, we incurred costs and expenses  totaling
$326,149, including $101,465 in research and development costs, $60,400 in costs
of goods sold (incurred by Cellfoods) and $139,784 in general and administrative
expense.  We also incurred a charge of $20,000 relevant to the fair market value
of stock  options,  which we  previously  had  issued to a  consultant  that was
exercised during this period.

     During the nine month period ended  September 30, 2004,  we incurred  costs
and   expenses  of  $178,354,   which   consisted  of  $61,329  in  general  and
administrative  expense and $37,025 in research and  development  costs. We also
incurred a charge of $80,000  relevant to the fair market value of stock options
issued to a  consultant.  The  increase  in general and  administrative  expense
during the nine month period ended  September 30, 2005,  compared to the similar
period  in 2004,  arose as a  result  of  increased  costs  associated  with our
recently opened lab, including monthly rent of $3,059. In addition, we purchased
materials  and incurred  costs  associated  with the  development  of laboratory
support  systems.  These  expenses  also  increased as a result of our acquiring
Cellfoods as a wholly  owned  subsidiary,  expenses  which were lower during the
relevant period in 2004, since we operated  Cellfoods for only about 5 months in
2004 versus 9 months in 2005.

     As a result,  we  incurred a net loss of  ($272,804)  during the nine month
period ended  September  30, 2005 (less than $.01 per share),  compared to a net
loss of ($183,779)  for the similar  period ended  September 30, 2004 (less than
$.01 per share).

                                       10
<PAGE>

Comparison of Results of Operations for the three month periods ended  September
30, 2005 and 2004

     During the three month period  ended  September  30, 2005,  we generated an
aggregate of $811 in revenues,  all of which were generated by operations of our
wholly owned subsidiary,  Cellfoods  Corporation  ("Cellfoods"),  compared to no
revenues  during the three month period  ended  September  30, 2004.  During the
three month period ended  September  30,  2005,  we incurred  costs and expenses
totaling $77,403,  including $58,771 in research and development  costs, $936 in
costs of  goods  sold  (incurred  by  Cellfoods)  and  $58,771  in  general  and
administrative expense, including $181.32 incurred from Cellfoods' operations.

     During the three month period ended  September 30, 2004, we incurred  costs
and   expenses  of  $123,230,   which   consisted  of  $26,229  in  general  and
administrative  expense and $17,001 in research and  development  costs. We also
incurred a charge of $80,000  relevant to the fair market value of stock options
issued to a  consultant.  The  decrease  in general and  administrative  expense
during the three month period ended September 30, 2005,  compared to the similar
period in 2004,  was due to the 2004  charge  of  $80,000  relevant  to the fair
market value of stock options issued to a consultant.  Without this charge there
was increased general and administrative  expense of approximately $33,000 which
arose as a result of increased  costs  associated  with our recently opened lab,
including monthly rent of $3,059,  and other applicable  expenses related to the
operation of this lab.

     As a result,  we  incurred a net loss of  ($76,315)  during the three month
period ended  September  30, 2005 (less than $.01 per share),  compared to a net
loss of ($123,230) during the similar period in 2004 (less than $.01 per share).

     Because we  generated  only nominal  revenues  during the nine month period
ended September 30, 2005, following is our Plan of Operation.

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.

     On September 22, 2005, we announced  that we completed the prototype of our
proprietary  nanostructured  Membrane Electrode Assembly  (nanoMEA),  and we are
currently  looking  for  partners  for the  nanoMEA  production.  The new carbon
nanomaterial  based MEAs have shown excellent  performance for both hydrogen and
methanol fuel cells.  For example,  this technology uses 75% less platinum while
exceeding  the  performance  of current  state of the art

                                       11
<PAGE>

MEAs for methanol fuel cells. The carbon  nanomaterials  are used as the support
of platinum or platinum alloy catalysts. Another major advantage of these carbon
nanomaterials is their higher corrosion resistance and thus longer lifetime than
carbon black.

     As of the date of this  Report,  we are focused on finding  production  and
distribution  partners for our  proprietary  nanostructured  Membrane  Electrode
Assembly  (nanoMEA).  We are also continuing  research to refine and improve our
current product.

     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.

     In February  2003,  we entered into an amendment  that 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 have 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 became due on May
1, 2005,  with the  balance of $50,252  due May 1, 2006.  As of the date of this
report, we have paid $37,496 of the May 2005 payment and are awaiting receipt of
an  applicable  invoice for the  remaining  $12,733 from UCR and intend to issue
this payment upon receipt of this invoice. 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  repaid in full.  UCR,  through its SMART  program,  provides
matching funds for all direct costs applicable to development of the project. We
applied  for  and  received  notice  of  a  favorable  decision  of a  grant  of
approximately  $120,000,  to be provided over the next two years. As of the date
of this  report,  UCR has received  $80,000 of these funds.  We are awaiting the
balance 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  On
September  22,  2005,  we  announced  that we  completed  the  prototype  of our
proprietary  nanostructured  Membrane Electrode Assembly  (nanoMEA),  and we are
currently  looking  for  partners  for the  nanoMEA  production.  The new carbon
nanomaterial  based MEAs have shown excellent  performance for both hydrogen and
methanol fuel cells.  For example,  this technology uses 75% less platinum while
exceeding  the  performance  of current  state of the art MEAs for methanol fuel
cells. The carbon  nanomaterials are used as the support of platinum or platinum
alloy catalysts.  Another major advantage of these

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<PAGE>

carbon  nanomaterials  is their  higher  corrosion  resistance  and thus  longer
lifetime than carbon black.

     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 nanomaterial based MEA 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.

     In December 2004, we opened our own laboratory.  We were able to accomplish
this  as a  result  of  the  Debenture  financing  described  hereinbelow  under
"Liquidity  and  Capital  Resources."  We are  continuing  our work with UCR and
believe we have made significant  progress.  In April 2005, we announced that we
had acquired certain rights to a new Carbon Nanotube Membrane Electrode Assembly
("MEA") for hydrogen  and methanol  fuel cells.  We filed a  provisional  patent
application in the name of the  co-inventors,  Professor Yushan Yan, Dr. Wenzhen
Li, Dr. Xin Wang, Mr. Zhongwei Chen, Mr. Mahesh Waje,  Professor William Goddard
and Dr. Weiqiao Deng to protect this intellectual property.  This new technology
uses 75% less platinum, while significantly exceeding the performance of current
state of the art MEA's for direct  methanol  fuel cells.  MEA's can be assembled
into a stack that consists of multiple layers of MEA's and a support  structure,
dependent on the fuel cell application.  Overall  performance of such fuel cells
is expected to be well above industry norm data shown by other manufacturers. We
are currently planning to make this prototype  available to selected  commercial
organizations for testing and potential joint ventures.  Additional  development
will continue in our new laboratory at the UCR Research Park, utilizing this and
other proprietary technologies owned or licensed by us.

     On May 2, 2005 we  announced  that we had acquired a new  microwave  plasma
enhanced chemical vapor deposition (CVD) system for our nanotechnology research.
The cost of this system was approximately  $250,000. This system is intended for
developing carbon nanutube and other nanostructures for basic research,  as well
as commercial prototyping.  The acquisition of this system is expected to have a
positive impact on our research and development activities, including shortening
the time-to-market period for portable  nanotchnology based fuel cells. 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  advancements in MEA performance.  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
find manufacturing and distribution partners for our MEA.

     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

                                       13
<PAGE>

been entered into other than with Bourns,  Inc.,  where on November 1, 2005,  we
announced  that  Pacific  Fuel Cell Corp.  had entered  into an  agreement  with
Bourns, Inc. headquartered in Riverside,  California to work together to attempt
to scale-up PFCE's new process for making  electro-catalyst and nanoMEA products
to commercial  scale.  Each party at its own expense will contribute  equipment,
personnel  and  technical  expertise to the  collaborative  effort.  The initial
development activities are expected to take about two months to complete.  There
are no assurances  that any other such  discussions or any other such agreements
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.

Liquidity and Capital Resources

     At September  30, 2005, we had $438,463 in cash. We had $24,547 in accounts
payable.

     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,

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<PAGE>

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.  Relevant  thereto,  on October 24, 2005,  we
redeemed the remaining outstanding  convertible debentures placed with HEM. As a
result, 26,992,462 shares of our common stock, representing the remaining shares
being held in escrow under the debenture  agreement were returned to us and will
be canceled. We issued an aggregate of 3,007,538 shares of our Common Stock from
the conversion of these Debentures.

     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.

TRENDS

     Since our September 22, 2005 announcement of the successful development the
prototype  of  our  proprietary   nanostructured   Membrane  Electrode  Assembly
(nanoMEA),  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 our  product.  See  "Liquidity  and
Capital Resources," above.

     Our new  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  that 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

                                       15
<PAGE>

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 similar 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
rapid expansion of the 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 the nine month period ended September 30, 2005.

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 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.

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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS - None

ITEM 2.  CHANGES IN SECURITIES - None

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

         31.1   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.

     (b) Reports on Form 8-K.

     We filed a report on Form 8-K dated September 23, 2005, to announce that we
have  completed  the  prototype  of  our  proprietary   nanostructured  Membrane
Electrode Assembly (nanoMEA) and related developments.

Subsequent Event

     On October 20, 2005,  we filed a report on Form 8-K,  advising  that we had
redeemed the balance of outstanding  Debentures more fully described above under
"Liquidity and Capital Resources."

                                       17

<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: November 15, 2005



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

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