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: June 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 August 22, 2005, was 66,627,538 shares.


<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

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

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $   549,417
  Prepaid expense                                                         8,890
                                                                    -----------
                      Total current assets                              558,307
                                                                    -----------

 Property, Plant and Equipment                                           49,580
                                                                    -----------

Other Assets
  Deferred debenture costs                                              105,994
  Rent security deposit                                                   3,059
  Deposit on equipment                                                  101,239
                                                                    -----------
                                                                        210,292
                                                                    -----------

                                                                    $   818,180
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $    71,866
  Accrued interest                                                        3,009
                                                                    -----------
                      Total current liabilities                          74,875
                                                                    -----------

CONVERTIBLE REDEEMABLE DEBENTURES                                       191,272
                                                                    -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding                           --
  Common stock, $0.001 par value, 200,000,000
    shares authorized, 66,627,538 shares issued                          66,627
  Additional paid in capital                                          2,193,173
  (Deficit) accumulated during the development stage                 (1,707,767)
                                                                    -----------
                                                                        552,033
                                                                    -----------

                                                                    $   818,180
                                                                    ===========

    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              SIX MONTHS ENDED           MAY 5, 1998
                                                     JUNE 30          JUNE 30        JUNE 30         JUNE 30     (INCEPTION) TO
                                                      2005             2004           2005            2004        JUNE 30, 2005
                                                  ------------    -------------   ------------    ------------    -------------
<S>                                               <C>             <C>             <C>             <C>             <C>
REVENUE
  Sales                                           $     34,006    $         --    $     51,265    $         --    $      71,177
  Grants                                                    --              --              --              --           99,901
                                                  ------------    ------------    ------------    ------------    -------------
                                                        34,006              --          51,265              --          171,078
                                                  ------------    ------------    ------------    ------------    -------------
COSTS AND EXPENSES
  Cost of goods sold                                    34,650           2,562          59,464           2,562           79,730
  General and administrative                            52,522          25,292          81,014          35,100          749,035
  Research and development                              59,780           7,251          85,268          17,462          213,460
  Stock compensation                                        --              --          20,000              --          296,800
  Services contributed to capital                        1,500              --           3,000              --            9,000
  Amortization                                              --              --              --              --           11,645
  Loss on asset impairment                                  --              --              --              --          510,667
  Loss on disposal of property and equipment                --              --              --              --            3,391
                                                  ------------    ------------    ------------    ------------    -------------
                                                       148,452          35,105         248,746          55,124        1,873,728
                                                  ------------    ------------    ------------    ------------    -------------

OPERATING (LOSS)                                      (114,446)        (35,105)       (197,481)        (55,124)      (1,702,650)
                                                  ------------    ------------    ------------    ------------    -------------
OTHER INCOME (EXPENSE)
  Interest income                                          978              --           1,944              --            4,404
  Interest expense                                        (477)         (4,092)           (952)         (5,095)         (43,678)
  Foreign currency transaction (loss)                       --              --              --              --             (168)
  Other                                                     --             534              --             537           (1,175)
                                                  ------------    ------------    ------------    ------------    -------------
                                                           501          (3,558)            992          (4,558)         (40,617)
                                                  ------------    ------------    ------------    ------------    -------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM                  (113,945)        (38,663)       (196,489)        (59,682)      (1,743,267)

EXTRAORDINARY ITEM, Gain on forgiveness
   of debt, net of income taxes of $12,070                  --              --              --              --           23,430
                                                  ------------    ------------    ------------    ------------    -------------
NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)        (113,945)        (38,663)       (196,489)        (59,682)      (1,719,837)

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

NET (LOSS)                                        $   (113,945)   $    (38,663)   $   (196,489)   $    (59,682)   $  (1,707,767)
                                                  ============    ============    ============    ============    =============

PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                           66,627,538      63,935,843      66,578,510      63,689,472       41,635,708
                                                  ============    ============    ============    ============    =============

NET (LOSS) PER COMMON SHARE (BASIC & DILUTED)
         (Loss) from operations                             --              --              --              --            (0.04)
         Extraordinary item                                 --              --              --              --               --
                                                  ------------    ------------    ------------    ------------    -------------
                                                            --              --              --              --            (0.04)
                                                  ============    ============    ============    ============    =============

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

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

<CAPTION>
                                                                                               FOR THE PERIOD
                                                                       SIX MONTHS ENDED          MAY 5, 1998
                                                                      JUNE 30       JUNE 30    (INCEPTION) TO
                                                                       2005           2004      JUNE 30, 2005
                                                                   -----------    -----------    -----------
<S>                                                                <C>            <C>            <C>
OPERATING ACTIVITIES
               Net cash (used in) operating activities                 (91,320)       (92,237)      (652,109)
                                                                   -----------    -----------    -----------
INVESTING ACTIVITIES
  Purchase of fixed assets                                              (8,558)            --        (13,449)
  Cash received in purchase of Cellfoods                                    --         16,898         16,898
  Deposit on Equipment                                                  (1,239)            --       (147,239)
  Investment in mineral claims                                              --             --         (5,000)
                                                                   -----------    -----------    -----------
               Net cash provided by (used in)
                   provided by investing activities                     (9,797)        16,898       (148,790)
                                                                   -----------    -----------    -----------
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                     (96,117)       727,761        549,417

CASH AT BEGINNING OF PERIOD                                            645,535         12,088             --
                                                                   -----------    -----------    -----------
CASH AT END OF PERIOD                                              $   549,417    $   739,849    $   549,417
                                                                   ===========    ===========    ===========
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
                                  JUNE 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 $1,707,788 and is reliant on raising capital
to initiate its business plan,  and has no 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
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.


                                       5
<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. 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. It has not been paid,  but the Company  expects that it will
be paid upon  receipt  of an invoice  from the  University.  A final  payment of
$50,252 is due on May 1, 2006. Research and development costs for the six months
ended June 30, 2005 of $85,268 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 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 June 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 $3,009 at June 30, 2005.


                                       6
<PAGE>

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 June 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 June 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
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.  Commitments

In the period ended December 31, 2004, the Company entered into a purchase order
for equipment with a purchase  price of $242,000.  The Company made a deposit of
$100,000  towards  this amount.  Pursuant to the terms of the relevant  purchase
order,  the  balance of $177,500  will be paid by the  issuance of shares of the
Company's  Common  Stock,  the number of shares to be issued to be determined in
the  future.  In the period  ended  June 30,  2005,  the  Company  received  the
equipment,  however,  it is not fully  functional  and has not been  accepted or
placed into service.

                                       7
<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.

     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  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 enzymatic 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 can 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 very near future.

Comparison  of Results of  Operations  for the six month  periods ended June 30,
2005 and 2004

     During the six month period ended June 30, 2005,  we generated an aggregate
of $51,265 in revenues,  all of which were generated by operations of our wholly
owned subsidiary,  Cellfoods Corporation ("Cellfoods"),  compared to no revenues
during the six month  period

                                       8
<PAGE>

ended  June 30,  2004.  During the six month  period  ended  June 30,  2005,  we
incurred costs and expenses totaling $248,746, including $85,268 in research and
development  costs,  $59,464 in costs of goods sold  (incurred by Cellfoods) and
$81,014 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 were exercised  during this period.  During the
six month period ended June 30, 2004, we incurred costs and expenses of $55,124,
which consisted of $35,100 in general and administrative  expense and $17,462 in
research  and  development  costs.  The  increase in general and  administrative
expense  during the three  month  period  ended June 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 we did not incur during
the relevant period in 2004.

     As a result,  we  incurred  a net loss of  ($196,489)  during the six month
period ended June 30, 2005,  compared to a net loss of ($59,682) for the similar
period ended June 30, 2004.

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

     During  the three  month  period  ended  June 30,  2005,  we  generated  an
aggregate of $34,006 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 June 30,  2004.  During the three
month  period  ended June 30,  2005,  we incurred  costs and  expenses  totaling
$148,452,  including $59,780 in research and development costs, $34,650 in costs
of goods sold (incurred by Cellfoods) and $52,522 in general and  administrative
expense, including $1,011 incurred from Cellfoods' operations.

     During the three month period ended June 30,  2004,  we incurred  costs and
expenses of $35,105,  which  consisted of $25,292 in general and  administrative
expense and $7,251 in research and  development  costs.  The increase in general
and  administrative  expense  during the three month period ended June 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, other
applicable  expenses  related to the  operation  of this lab and the addition of
Cellfoods as a wholly owned  subsidiary,  expenses which we did not incur during
the relevant period in 2004.

     As a result,  we incurred a net loss of  ($113,945)  during the three month
period ended June 30, 2005 (less than $.01 per share), compared to a net loss of
($35,105) during the similar period in 2004 (less than $.01 per share).

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

                                       9
<PAGE>

Plan of Operation

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

     On August 21, 2002,  we entered into an agreement  with the  University  of
California ("UCR"),  to develop a commercially viable fuel cell,  exploiting our
proprietary  technology.  We advanced UCR $70,000 for the first phase, which was
completed  during  February  2003.  During 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 not paid the May 2005  payment.  We are awaiting  receipt of an
applicable  invoice  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,  we are
awaiting  for  confirmation  of receipt of this grant money from UCR.  This also
provides a multi-year  relationship  with UCR. All information we provide to UCR
has been deemed  confidential  for a period of one (1) year after  expiration or
termination of the agreement.

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

                                       10
<PAGE>

proton exchange membrane fuel cells will reduce the  manufacturing  cost of fuel
cells through a decreased use of platinum.  Current technology uses platinum,  a
precious  metal,  as the  catalyst  for  hydrogen to separate  into a proton and
electron. Since platinum is a high cost metal in very limited production,  it is
cost prohibitive,  preventing fuel cells from being economically  viable even at
high volume production.  Our proposed method of producing fuel cells is expected
to minimize or eliminate the use of platinum. If successful,  the result will be
low cost fuel cells at high volume production levels.

     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
are 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.

     In December 2004, we signed a purchase  order for the  acquisition of a new
microwave  plasma  enhanced  chemical  vapor  deposition  (CVD)  system  for our
nanotechnology research. The cost of this system was $242,000. As of the date of
this  report,  we have paid a deposit of  $100,000  toward the  purchase  price.
During the period ended June 30, 2005, we received the CVD system, but as of the
date of this  report,  the CVD  system  is  still  not  working  properly.  This
equipment  has not yet been formally  accepted or placed into  service.  Once it
beging working properly and we formally accept  delivery,  we will issue a to be
determined number of shares of of our "restricted" Common Stock to the vendor as
payment in full of our obligation  pursuant to the terms of the signed  purchase
order.  This  system  is  intended  for  developing  carbon  nanotube  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 nanotechnology 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.

                                       11
<PAGE>

     We believe our next step in the  implementation  of our business plan is to
develop a viable manufacturing  prototype MEA that will be ready to be placed in
production, if it meets expectations.

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

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

Liquidity and Capital Resources

     At June 30,  2005,  we had  $549,417  in cash.  We had  $71,866 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

                                       12
<PAGE>

shall be Two Million (2,000,000) shares (the "Maximum Conversion");  and further
provided,  however, that upon the Maximum Conversion,  we could (a) increase the
Maximum  Conversion or (b) redeem the unconverted  amount of the First Debenture
and Second  Debenture in whole or in part at one hundred  fifteen percent (115%)
of the  unconverted  amount  of such  Debentures  being  redeemed  plus  accrued
interest  thereon.  The  conversion  price and number of shares of Common  Stock
issuable upon  conversion of the  Debentures is subject to adjustment  for stock
splits and  combinations  and other dilutive  events.  The Debentures may not be
converted,  however,  if after conversion the holder would beneficially own more
than  5% of  our  outstanding  Common  Stock,  unless  the  holder  waives  this
limitation by giving us 75 days notice of the waiver.

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

     As of June 30, 2005, the remaining  principal under the  Debentures,  after
giving  effect to the  conversion of $808,728,  was $191,272.  We have issued an
aggregate of 3,007,538  shares of our Common Stock from the  conversion of these
Debentures.  No Debentures  were  converted  during the three month period ended
June 30, 2005.  We have placed an aggregate of  30,000,000  shares of our Common
Stock into escrow to insure our performance under the Debentures. If the balance
of the Debentures are converted,  we estimate that we will release approximately
1,000,000  shares  of our  Common  Stock  currently  held in  escrow  applicable
thereto. Once converted,  the balance of shares currently held in escrow will be
released  back to our  treasury,  thus  reducing  the  number of our  issued and
outstanding common shares by approximately 26,000,000.

     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  announcement of the successful  development of a carbon nanotube
support base fuel cell  electrode  in November  2003,  we have been  receiving a
significant amount of attention from the investment  community.  In this regard,
while  there are no  assurances,  we are  hopeful  that we will be able to raise
approximately $2.5 million in additional funding in order to allow us to produce
and demonstrate to fuel cell manufacturers a commercially viable prototype.

                                       13
<PAGE>

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  which can be
expected in the immediate future,  including fuel cells and flat panel displays.
Also at this laboratory,  functional  prototypes will be made before bringing in
manufacturers.  Our plan is to have the manufacturers inspect the prototype once
completed in order to generate  their own test  production  unit. If successful,
manufacturing  can  commence  producing  products  in  quantity  in less than 12
months. We foresee the initial  application to be a battery replacement for cell
phones, mobile notebook  computers/laptops and other 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 six month period ended June 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 did not file any reports on Form 8-K during the three month period ended
June 30, 2005.

                                       15
<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: August 22, 2005



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





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