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


                                 FORM 10-QSB/A 1


                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2006

                         Commission File Number: 0-28031

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

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

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

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

                                      92780
                                      -----
                                   (Zip Code)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
  X    No      .
-----     -----


The number of shares of the  registrant's  only class of common stock issued and
outstanding as of May 31, 2006, was 66,677,538 shares.


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)      Yes   X    No
                                ----     -----

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                           $   109,449
  Prepaid expenses                                                     9,362
                                                                 -----------
                      Total current assets                           118,811
                                                                 -----------

 Property and equipment, net                                          41,537
                                                                 -----------

Other Assets
  Rent security deposit                                                3,059
  Deposit on equipment                                               101,239
                                                                 -----------
                                                                     104,298
                                                                 -----------

                                                                 $   264,646
                                                                 ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                               $    17,253
                                                                 -----------
                      Total current liabilities                       17,253
                                                                 -----------


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, 66,677,538 shares issued and oustanding        66,677
  Additional paid in capital                                       2,702,036
  (Deficit) accumulated during the development stage              (2,521,320)
                                                                 -----------
                                                                     247,393
                                                                 -----------

                                                                 $   264,646
                                                                 ===========

    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         MAY 5, 1998
                                                     MARCH 31         MARCH 31    (INCEPTION) TO
                                                       2006            2005       MARCH 31, 2006
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
REVENUE
  Sales                                            $         --    $     17,259    $     71,988
  Grants                                                     --              --          99,901
                                                   ------------    ------------    ------------

                                                             --          17,259         171,889
                                                   ------------    ------------    ------------
COSTS AND EXPENSES
  Cost of goods sold                                        456          24,814          82,743
  General and administrative                             35,185          23,156       1,009,936
  Research and development                                8,377          25,488         258,704
  Stock compensation                                         --          20,000         312,800
  Amortization                                               --              93          12,064
  Change in value of derivative instruments, net             --         (13,159)        460,498
  Loss on extinguishment of debentures                       --              --          16,706
  Loss on asset impairment                                   --              --         510,667
  Loss on disposal of property and equipment                 --              --           3,391
                                                   ------------    ------------    ------------
                                                         44,018          80,392       2,667,509
                                                   ------------    ------------    ------------

OPERATING (LOSS)                                        (44,018)        (63,133)     (2,495,620)
                                                   ------------    ------------    ------------
OTHER INCOME (EXPENSE)
  Interest income                                           199             966           6,709
  Interest expense                                         (232)         (4,410)        (66,566)
  Foreign currency transaction gain (loss)                   --              --            (168)
  Other                                                      --              --          (1,175)
                                                   ------------    ------------    ------------

                                                            (33)         (3,444)        (61,200)
                                                   ------------    ------------    ------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM                    (44,051)        (66,577)     (2,556,820)

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

NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)          (44,051)        (66,577)     (2,533,390)

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

NET (LOSS)                                         $    (44,051)   $    (66,577)   $ (2,521,320)
                                                   ============    ============    ============

PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                            66,677,538      66,528,381      44,009,731
                                                   ============    ============    ============

NET (LOSS) PER COMMON SHARE (BASIC & DILUTED)
         (Loss) from operations                    $      (0.00)   $      (0.00)   $      (0.04)
         Extraordinary item                        $      (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
                                                                    THREE MONTHS ENDED        MAY 5, 1998
                                                                  MARCH 31      MARCH 31    (INCEPTION) TO
                                                                    2006          2005       MARCH 31, 2006
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
OPERATING ACTIVITIES
                    Net cash (used in) operating activities     $   (56,681)   $   (60,195)   $  (869,282)
                                                                -----------    -----------    -----------

INVESTING ACTIVITIES
  Purchase of fixed assets                                               --         (5,558)       (59,599)
  Cash received in purchase of Cellfoods                                 --             --         16,898
  Deposit on equipment                                                   --             --       (101,239)
  Investment in mineral claims                                           --             --         (5,000)
                                                                -----------    -----------    -----------
                    Net cash (used in) investing activities              --         (5,558)      (148,940)
                                                                -----------    -----------    -----------

FINANCING ACTIVITIES
  Proceeds from loan payable - related parties                           --             --        285,462
  Payments on loans payable - shareholders                               --             --        (11,083)
  Deferred debenture costs                                               --             --       (136,000)
  Convertible redeemable debentures                                      --             --        776,855
  Payments on loan payable - related parties                             --             --        (60,000)
  Proceeds from stock sales, net of issuance costs                       --          5,000        272,437
                                                                -----------    -----------    -----------
                    Net cash provided by financing activities            --          5,000      1,127,671
                                                                -----------    -----------    -----------

                        Net increase (decrease) in cash             (56,681)       (60,753)       109,449

CASH AT BEGINNING OF PERIOD                                         166,130        645,535             --
                                                                -----------    -----------    -----------
CASH AT END OF PERIOD                                           $   109,449    $   584,782    $   109,449
                                                                ===========    ===========    ===========

</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
                                 MARCH 31, 2006
                                   (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, 2005, and for the years ended December 31, 2005 and 2004.


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 $2,521,320 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.

                                       5

<PAGE>

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 was originally due
on May 1,  2006,  but an  invoice  has not been  received  from the  University.
Research  and  development  costs for the three  months  ended March 31, 2006 of
$8,377 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.  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  were held in escrow  and  26,992,462  shares  were
returned  to the  Company's  treasury  in  February  2006  after  paying off the
debentures.  Current  number of common stock issued is  66,677,538  shares as of
March 31, 2006.

                                       6

<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.

Results of Operations

     Comparison of Results of Operations for the three-month periods ended March
31, 2006 and 2005

     During the three month period ended March 31,  2006,  we did not  generated
any revenues,  compared to $17,259 in revenues  generated during the three month
period ended March 31, 2005,  all of which were  generated by  operations of our
wholly owned subsidiary, Cellfoods Corporation ("Cellfoods").

     During the three month period ended March 31, 2006,  we incurred  costs and
expenses  totaling  $44,018,  including $8,377 in research and development costs
and $35,186 in general and administrative expense. During the three month period
ended March 31,  2005,  we  incurred  costs and  expenses of $80,392,  including
$25,488  in  research  and  development  costs,  $24,814  in costs of goods sold
(incurred by Cellfoods) and $23,156 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.  The increase in general and  administrative  expense during
the three month period ended March 31, 2006,  compared to the similar  period in
2005,  arose as a result of higher  accounting  cost relating to the  accounting
treatment relating to the conversion of Debentures previously  outstanding,  our
retaining  an  additional   consultant  relating  to  research  and  development
activities  and  additional  office related costs relating to our main office in
Tustin.  The decrease in research and  development  costs  resulted from reduced
equipment costs.

                                       7

<PAGE>

     As a result,  we  incurred a net loss of  ($44,051)  during the three month
period ended March 31, 2006, compared to a net loss of ($66,577) for the similar
period ended March 31, 2005.  Because we did not  generate  revenues  during the
three month period ended March 31, 2006, 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.  As of the date of
this  Report,  we are focused on  improving  the  production  capability  of our
nanoMEA,  enhancing  product  performance,  reducing  product  costs,  designing
market-ready products, developing volume-manufacturing  capability, and building
customer and supplier relationships and marketing it to potential customers.  We
are also continuing research to refine and improve our current nanoMEA.

     On  August  21,  2002,  we  entered  into a  one-year  agreement  with  the
University of California  (the  "University")  to develop a commercially  viable
fuel cell.  Under this  agreement,  we advanced the  University  $131,266.  This
agreement was  subsequently  extended through February 29, 2004. On May 4, 2004,
the agreement  was further  extended  through  April 30, 2007.  Pursuant to this
extension,  we made an initial  payment of $50,005 and a  subsequent  payment of
$37,496.  A final payment of $50,252 was  originally  due on May 1, 2006, but an
invoice has not been received from the University.  Upon receipt of the same, we
intend to make the final payment due under the Agreement, as amended.

     Research and development costs for the three months ended March 31, 2006 of
$8,377 were charged to operations.

     As a result of the relationship with the University,  on November 10, 2003,
we  announced  that a  research  team  headed  by  Professor  Yushan  Yan of the
University had  successfully  developed a fuel cell using carbon  nanotube-based
electrodes.  As a result of our research  and  development  activities  with the
University,  we  expect  that  the use of  multi-walled  carbon  nanotubes  as a
platinum  support  for proton  exchange  membrane  fuel  cells  will  reduce the
manufacturing  cost of fuel cells through a decreased  use of platinum.  Current
technology  uses  platinum,  a precious  metal,  as the catalyst for hydrogen to
separate into a proton and electron. Since platinum is a high cost metal in very
limited  production,  it is cost  prohibitive,  preventing fuel cells from being
economically  viable  even at high volume  production.  Our  proposed  method of
producing  fuel cells is expected to minimize or eliminate  the use of platinum.
We expect to produce low cost fuel cells at high volume production levels.

                                       8
<PAGE>

     On September 22, 2005, we announced  that we completed the prototype of our
proprietary   nanostructured   Membrane  Electrode  Assembly  ("nanoMEA"),   and
thereafter  began  looking for partners for 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.  On
November 3, 2005,  we  announced  that we had  entered  into an  agreement  with
Bourns,   Inc.   ("Bourns")   to   scale-up   PFCE's  new   process  for  making
electro-catalyst and nanoMEA products to commercial scale. Bourns, headquartered
in  Riverside,  California,  has been a  manufacturer  of  electronics  industry
components  for  over 50  years.  Their  products  are  used by the  industrial,
automotive,  telecommunications,  audio/visual,  aerospace and other  electronic
industries.

     On March 16, 2006,  we announced  that we had  delivered  production  scale
prototype  nanoMEAs to an undisclosed  customer.  The delivered  prototypes were
produced in conjunction with our collaborative  manufacturer,  Bourns,  Inc. The
Bourns team,  working with our  scientific  staff,  successfully  engineered our
innovative  process for making  nanoMEA's to  commercial  scale.  Based upon the
success of our development efforts, we are currently engaged in discussions with
Bourns to  increase  the  scope  and  intensity  of our  collaborative  efforts.
However, as of the date of this Report, the terms of a definitive agreement have
not been reached. As of the date of this Report, we are focused on improving the
production capability of our nanoMEA and marketing it to potential customers. We
are also continuing research to refine and improve our current nanoMEA.

Liquidity and Capital Resources

     At March 31,  2006,  we had  $109,449  in cash.  We had $17,253 in accounts
payable.

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

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

                                       9

<PAGE>

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.  Stock volume has
increased and we have received  indications  of interest from  investors.  There
have also been significant  hits on our web site from investment  firms. In this
regard,  while there are no  assurances,  we are hopeful that we will be able to
raise  approximately  $2.5 million in additional funding in order to allow us to
produce  and  demonstrate  to fuel  cell  manufacturers  a  commercially  viable
prototype. See "Liquidity and Capital Resources," above.

     We are currently in preliminary discussions with entities that have told us
they can raise funds for our Company.  However,  there can be no assurance  that
any investment will materialize.

     We also expect that our new  laboratory  will continue to function as a hub
to  attract  additional   researchers  from  the  University  of  California  at
Riverside, which is on the path to become a leader in the nano-technology field.
We believe that there are many potential useful  applications of nano-technology
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 order to generate their own test production
unit. If successful,  manufacturing can commence  producing products in quantity
in less than 12  months.  We foresee  the  initial  application  to be a battery
replacement  for  cell  phones,  mobile  notebook  computers/laptops  and  other
applicable applications. This segment is known as the micro fuel cell market. We
expect that these fuel cells will  eventually be produced like modular  computer
chips and components.

     We are also  preparing to  participate  in a significant  effort to receive
additional government funding.  However, there can be no assurance that any such
funding will materialize.

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

                                       10
<PAGE>

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, 2006.

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.   We did not  issue any of our securities during
the three-month period ended March 31, 2006.

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.

                                       11

<PAGE>


         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 March 31, 2006.

                                       12

<PAGE>

                                   SIGNATURES



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


                                         PACIFIC FUEL CELL CORP.
                                         (Registrant)


                                         Dated: May 31, 2006




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


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