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, 2003

                         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)

                                   91-1921581
                                   ----------
                        (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 12, 2003, was 63,440,000 shares.


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited  financial  statements for the three month period ended March
31, 2003, 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, 2003.  During the three month period ended March 31, 2003, we incurred costs
and expenses totaling $34,770 in selling, general and administrative expense. As
a result,  we incurred a net loss of  $(35,702)  during the three  month  period
ended March 31, 2003.  Because we did not generate any revenues during the three
month period ended March 31, 2003,  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 believe that a
fuel  cell  unit can  replace  conventional  batteries  because a fuel cell unit
should  provide  longer usage at lower  consumer  cost.  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 this
original business plan if our current business plan proves successful,  of which
there can be no assurance.

     We intend to use our proprietary technology to severely reduce or eliminate
the need for  platinum  as a  catalyst.  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 coming down in price 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.  Our  licensed  fuel cell
technology   gives  us  exclusive   worldwide  rights  (except  Japan)  for  all
transportation  uses. Our intention is to build a prototype  which,  if it meets
expectations,  will be  placed  in  production.  This  will  require  additional
capital, either debt or equity.

                                        2

<PAGE>

As of the date of this  Report,  we have no  agreement  with any third  party to
provide us with this  additional  capital and there can be no assurances that we
will be able to obtain such capital on terms favorable to us, or at all.

     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,  was 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.

     As of the date of this Report,  in order to bring about  commercialization,
we are focused on building a prototype, enhancing product performance,  reducing
product costs, designing market- ready products, developing volume-manufacturing
capability, and building customer and supplier relationships.

     In this regard,  on August 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,  extending  the  term of this
agreement  through  August 2003. 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,  which total $111,954.  We tendered an
initial  payment of  $70,000  upon  execution  of the  agreement,  with a second
advance payment of $61,266  tendered in March 2003,  pursuant to our exercise of
our option to extend  this  agreement.  In order to allow us to  undertake  this
arrangement,   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.  We anticipate that the initial prototype will be
completed before the end of 2003. If this endeavor is successful, we expect that
we will file for patent protection, filing an application with the US Patent and
Trademark  Office all  documentation  necessary  to patent any new  technologies
arising out of this relationship.

     While the  University  has reserved all rights to any data and  information
received or  developed  pursuant to the  agreement,  we have the right to obtain
either an exclusive or non- exclusive  license to such data and information,  on
terms to be  negotiated.  Provisions  also  exist  in the  agreement  for  joint
ownership of such data and information.  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.

     We have also entered into discussions with potential  strategic partners to
transform our current  technology  position into market leadership in our target
markets.  In this regard,  we would welcome the opportunity to engage in a joint
venture or other  relationship with a fuel cell manufacturer or battery company,
but as of the date of this  Report,  no  discussions  have  taken  place in this
regard and there are no assurances  that such  discussions or any such agreement
will occur in the foreseeable future.


                                        3

<PAGE>

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differ 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.

     We  also  intend  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.

     We had initially planned to acquire a traditional  generator  manufacturing
company with sales in the $5 to $15 million range during the year ended December
31, 2002, in order to enable the commercialization of our proprietary technology
while  concurrently  introducing  our  products  to  what we  consider  to be an
important market segment.  However,  we have elected to abandon this endeavor at
this time due primarily to lack of available  capital.  We believe that investor
capital  is  difficult  to  obtain  in the  current  economic  climate.  Our new
direction  related to the micro fuel cell  market is ready and we do not believe
that significant capital investment to sustain research and development of micro
fuel cells will be required.  Further,  we also believe that if the results from
the University of California at Riverside  project are positive and subsequently
announced, investment capital may be more easily obtained at that time.

     On September  13, 2001,  we entered into an agreement  with WINZ Co.,  Ltd.
("WINZ"),  of Japan to acquire an exclusive  worldwide license (excluding Japan)
in all of WINZ'  intellectual  property,  including any and all future  acquired
surrounding intellectual property. WINZ manufactures state of the art inverters,
which convert direct current into  alternating  current,  thereby  allowing fuel
cells to power standard household appliances. In consideration for this license,
we authorized the issuance of a common stock purchase  warrant in favor of WINZ,
granting  them the right to purchase up to 1,000,000  shares of our common stock
at an exercise price of $.10 per share. This warrant expires September 13, 2003.

     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.

Liquidity and Capital Resources

     At March 31, 2003, we had $25,525 in cash and $56,160 in prepaid  expenses.
We had $3,910 in accounts payable. We also had an outstanding loan in the amount
of $54,035, 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.

     In order to implement our business plan, we currently estimate that we will
require  additional  funding of approximately $5 million.  We anticipate that we
will  require the balance of $2.5  million for fuel cell  development,  with the
balance of $2.5  million to be  utilized  for  application  of fuel cells to the
transportation  application and working capital.  There can be no assurance that
or estimates of this necessary capital will be accurate, or that we will be able
to raise these funds, whether through

                                        4

<PAGE>

equity  financing,  debt financing or other sources,  or that such funds 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.

Trends

     We believe that fuel cell  development is accelerating in all areas, 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.

     We expect that interest in fuel cells by the general public, government and
the private  sector will  continue to grow,  leading to increased  acceptance of
fuel cells, along with increased  competition.  However, while no assurances can
be provided,  we believe that the anticipated  increased acceptance of fuel cell
technology may make it easier for us to raise the additional  capital  necessary
for us to implement our business plan and develop our prototype.

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, 2003.

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.

                           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


                                        5

<PAGE>

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

     (a) Exhibits

         99.3   Certification of Financial Statements in accordance with
                Sarbanes-Oxley Act

     (b) Reports on Form 8-K.

     We did not file any reports on Form 8-K during the three month period ended
March 31, 2003.


                                        6

<PAGE>

                            PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
   Cash                                                             $    25,525
   Prepaid expense                                                       56,160
                                                                    -----------
          Total current assets                                           81,685
                                                                    -----------
OTHER ASSET
   License                                                                  500
                                                                    -----------
                                                                    $    82,185
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $     3,910
                                                                    -----------

LOAN PAYABLE - RELATED PARTY                                             54,035
                                                                    -----------
STOCKHOLDERS' EQUITY
  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                                63,440
  Additional paid in capital                                          1,261,957
  (Deficit) accumulated during the development stage                 (1,301,157)
                                                                    -----------
                                                                         24,240
                                                                    -----------
                                                                    $    82,185
                                                                    ===========

    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, 2003  March 31, 2002  March 31, 2003
                                                       --------------  --------------  --------------
<S>                                                    <C>             <C>             <C>
REVENUE                                                $           --  $           --  $        6,172
                                                       --------------  --------------  --------------

COSTS AND EXPENSES
  Selling, general and administrative                          34,770           3,377         560,578
  Stock compensation                                               --              --         240,000
  Amortization                                                     --              --          11,645
  Loss on asset impairment                                         --              --         510,167
  Loss on disposal of property and equipment                       --              --           3,391
                                                       --------------  --------------  --------------
       Total operating expenses                                34,770           3,377       1,325,781
                                                       --------------  --------------  --------------
OPERATING (LOSS)                                              (34,770)         (3,377)     (1,319,609)
                                                       --------------  --------------  --------------
OTHER INCOME (EXPENSE)
  Interest expense                                               (935)             --         (15,697)
  Foreign currency transaction (loss)                              --              --            (168)
  Other                                                             3             145          (1,183)
                                                       --------------  --------------  --------------
                                                                 (932)            145         (17,048)
                                                       --------------  --------------  --------------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                          (35,702)         (3,232)     (1,336,657)

EXTRAORDINARY ITEM,  Gain on forgiveness of debt net
    of income taxes of $12,070                                     --              --          23,430
                                                       --------------  --------------  --------------
NET (LOSS) BEFORE INCOME TAX (BENEFIT)                        (35,702)         (3,232)     (1,313,227)

INCOME TAX (BENEFIT)                                               --              --         (12,070)
                                                       --------------  --------------  --------------
NET (LOSS)                                             $      (35,702)         (3,232)     (1,301,157)
                                                       ==============  ==============  ==============

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
  BASIC AND DILUTED                                        63,440,000     59,840,000      18,880,235
                                                       ==============    ===========  ==============
NET (LOSS) PER COMMON SHARE
  (Loss) from operations                               $        (0.00)         (0.00)          (0.07)
  Extraordinary items                                              --             --            0.00
                                                       --------------    -----------  --------------
                                                                (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, 2003  March 31,2002  March 31, 2003
                                                --------------  -------------  --------------
<S>                                             <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES            $      (75,297) $      (8,916) $     (505,900)
                                                --------------  -------------  --------------

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders                --             --         285,462
  Payments on loans payable - shareholders                  --             --         (11,083)
  Proceeds from stock issuances                             --         46,819         266,937
                                                --------------  -------------  --------------
Net cash provided by financing activities                   --         46,819         541,316
                                                --------------  -------------  --------------

              Net increase (decrease) in cash          (75,297)        37,903          25,525

CASH AT BEGINNING OF PERIOD                            100,822            478              --
                                                --------------  -------------  --------------
CASH AT END OF PERIOD                           $       25,525  $      38,381  $       25,525
                                                ==============  =============  ==============
</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, 2003
                                   (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 year ended
December 31, 2002.

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 $1,301,157, and is reliant on raising capital
to initiate  their  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, 2003 of
$25,106  were  charged to expenses  when  incurred.  The Company has  recorded a
prepaid  expense of $56,160 as of March 31, 2003 for  research  and  development
services to be provided through February 29, 2004.



                                       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, 2003



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


                                 CERTIFICATIONS


I, George Suzuki, certify that:

     1.   I have reviewed this  quarterly  report on Form 10-QSB of Pacific Fuel
          Cell Corp.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the Registrant and have;

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information relating to the Registrant is made known to
               me by others  within  those  entities,  particularly  during  the
               period in which this quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c.   presented  in this  quarterly  report  my  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;


                                       12

<PAGE>



     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   I have  indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          our most recent  evaluation,  including  any  corrective  actions with
          regard to significant deficiencies and material weaknesses.


Dated:  May 13, 2003                        s/George Suzuki
                                          --------------------------------------
                                          George Suzuki, Chief Executive Officer


I, Ken Inouye, certify that:

     1.   I have reviewed this  quarterly  report on Form 10-QSB of Pacific Fuel
          Cell Corp.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the Registrant and have;

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information relating to the Registrant is made known to
               me by others  within  those  entities,  particularly  during  the
               period in which this quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c.   presented  in this  quarterly  report  my  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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<PAGE>

     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   I have  indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          our most recent  evaluation,  including  any  corrective  actions with
          regard to significant deficiencies and material weaknesses.


Dated:  May 13, 2003                         s/Ken Inouye
                                             -----------------------------------
                                             Ken Inouye, Chief Financial Officer



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