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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: September 30, 2002

                        Commission File Number: 000-28031


                             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 November 11, 2002 was 61,940,000 shares.



<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our  unaudited  financial  statements  for the three and nine month periods
ended September 30, 2002, 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 nine  month  period  ended
September  30, 2002.  During the nine month period ended  September 30, 2002, we
incurred costs and expenses  totaling  $514,718,  including $45,754 in operating
expenses during the three month period ended September 30, 2002.  These expenses
included  selling,   general  and   administrative   expense  and  research  and
development  expense. In addition,  as discussed in our prior reports filed with
the SEC pursuant to the Securities  Exchange Act of 19343, as amended, we signed
a license  agreement on August 28, 2001 with Fullerene  USA, Inc.  ("Fullerene")
for an exclusive  worldwide  license  (except for Japan),  to make, use and sell
fuel cells sole for use in transportation  applications.  This license agreement
expires upon the expiration of the underlying patent pending application,  which
is 17 years  upon the  approval  of the  patent by the US Patent  and  Trademark
Office.  During our prior quarter, our management  determined that the asset was
impaired and,  accordingly,  we recorded a loss on  impairment  of $451,000.  We
based this decision on the uncertainty of being able to raise sufficient capital
in a timely manner to develop this fuel cell technology.

     As a result,  we  incurred a net loss of  $(514,562)  during the nine month
period  ended  September  30, 2002 ($.01 per  share),  compared to a net loss of
$(107,550) (less tha $.01 per share) for the similar period in 2001.  Because we
did not generate any revenues  during the nine month period ended  September 30,
2002, following is our Plan of Operation, rather than a comparison of results of
operations.

Plan of Operation

     The need for electric  power is constantly  increasing in our society every
year.  At the same  time,  the  burning  of fossil  fuel is  creating a negative
environmental   impact,  which  includes  global  warming  and  pollution.   Our
management  believes  that fuel cells can  provide  affordable,  environmentally
friendly energy, alleviating both shortages and pollution.


                                        2

<PAGE>



     Our initial business plan is to develop and product low cost fuel cells for
transportation.  In addition,  during the three month period ended September 30,
2002,  we  expanded  our  business  plan  to now  include  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 intend to use our proprietary technology to severely reduce or eliminate
the need for  platinum  as a  catalyst  in both of the  aforesaid  applications.
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,  its use creates a bottleneck,  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.

     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,  in August 2002,  we entered  into an  agreement  with the
University  of  California  at Riverside to develop a prototype  and the work is
progressing on schedule.  Among other things, the initial term of this agreement
runs  through  February  2003,  with an option  for us to extend  the  agreement
through  August 2003.  We 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. We tendered an initial
payment  of $70,000  upon  execution  of the  agreement,  with a second  advance
payment of $61,266 due February 27, 2003,  if we elect to exercise our option to
extend. As of the date of this Report, the University has orally agreed to match
our funds. This  understanding is in the process of being memorialized as of the
date of this Report.  In order to allow us to  undertake  this  arrangement,  we
borrowed funds from Fullerene. See "Liquidity and Capital Resources" below.

     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.

                                        3

<PAGE>



     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.

     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.

     Subject  to  receipt  of  additional  capital,  of  which  there  can be no
assurance,  we are preparing for the 2003  introduction  of our first  prototype
fuel cell.

     We had initially planned to acquire a traditional  generator  manufacturing
company  with  sales in the $5 to $15  million  range  during  the  year  ending
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.

Liquidity and Capital Resources

     At  September  30,  2002,  we had  $5,789 in cash and  $50,000  in  prepaid
expenses. We had $4,297 in accounts payable.

     As stated  above,  in August 2002, we borrowed the principal sum of $60,000
from Fullerene,  our principal shareholder,  to allow us to meet our obligations
pursuant  to the  agreement  with the  University  of  California  at  Riverside
described  above.  This note was due in September 2002 and we are now in default
under the terms of the note. However,  Fullerene has not tendered any demand for
us to  repay  this  obligation.  The  relevant  note  provides  that the loan is
interest free and there are no penalties in the event of our default.

     In order to implement our business plan, we currently estimate that we will
require additional funding of approximately $5 million.  We anticipate that $2.5
million will be utilized for  investment in an  acquisition or joint venture and
the balance of $2.5 million for fuel cell development. 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 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

                                        4

<PAGE>



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.  Fuel cells are being  tested by
Toyota, Honda and other automobile  manufacturers,  but commercial acceptance is
still not occurring due to what we believe to be lack of low cost  production of
fuel cell engines and fuel  distribution  networks.  There has been some limited
commercialization  of stationary fuel cell units, but the micro fuel cell market
requires a new technology  breakthrough  to make the same  commercially  viable.
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 provide  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 nine month period ended September 30, 2002.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. CHANGES IN SECURITIES

     During the three month period ended September 30, 2002, we issued 1,500,000
shares of our common stock in favor of a consultant/shareholder  in exchange for
consulting services.  Our obligation under this agreement is for an aggregate of
2,000,000 common shares.  These shares were issued at a price of $.03 per share.
These shares were  registered by us with the Securities and Exchange  Commission
as part of an S-8 Registration Statement which we filed in August 2002.

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

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


                                        5

<PAGE>



     (b) Reports on Form 8-K.

     We did not file any reports on Form 8-K during the three month period ended
September 30, 2002.


                                        6

<PAGE>
                             PACIFIC FUEL CELL CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002
                                  (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
   Cash                                                          $     5,789
   Prepaid expense                                                    50,000
                                                                 -----------
          Total current assets                                        55,789
                                                                 -----------

OTHER ASSET
   License                                                               500
                                                                 -----------
                                                                 $    56,289
                                                                 ===========


                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITES
   Accounts payable                                              $     4,297
   Loan payable - related party                                       60,000
                                                                 -----------

    Total current liabilities                                         64,297
                                                                 -----------

STOCKHOLDERS' (DEFICIT)
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding                         -
  Common stock, $0.001 par value,
     200,000,000 shares authorized,
     61,940,000 shares issued and outstanding                         61,940
  Additional paid in capital                                       1,170,157
  Deferred compensation                                              (40,000)
  (Deficit) accumulated during the
     development stage                                            (1,200,105)
                                                                 -----------
                                                                      (8,008)
                                                                 -----------
                                                                 $    56,289
                                                                 ===========

    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>
                                                      Three months ended       Nine months ended         For the Period
                                                         September 30,            September 30,            May 5, 1998
                                                   ------------------------  ------------------------     Inception) to
                                                       2002         2001         2002        2001      September 30, 2002
                                                   -----------  -----------  -----------  -----------  ------------------
<S>                                                <C>          <C>          <C>          <C>          <C>
REVENUE                                            $        --  $        --  $        --  $     1,309  $            6,172
                                                   -----------  -----------  -----------  -----------  ------------------
COSTS AND EXPENSES
  Selling, general and administrative                    5,754          204       23,718       57,095             466,853
  Research and development                              20,000           --       20,000           --              20,000
  Stock compensation                                    20,000       84,000       20,000       84,000             215,000
  Amortization                                              --           --           --           --              11,645
  Loss on asset impairment                                  --           --      451,000           --             510,167
  Loss on disposal of property and equipment                --        3,264           --        3,264               3,391
                                                   -----------  -----------  -----------  -----------  ------------------
       Total operating expenses                         45,754       87,468      514,718      144,359           1,227,056
                                                   -----------  -----------  -----------  -----------  ------------------
OPERATING (LOSS)                                       (45,754)     (87,468)    (514,718)    (143,050)         (1,220,884)
                                                   -----------  -----------  -----------  -----------  ------------------
OTHER INCOME (EXPENSE)
  Interest expense                                          --           --           --           --             (13,359)
  Foreign currency transaction gain (loss)                  --           --           --           --                (168)
  Other income (expense)                                     6           --          156           --              (1,194)
                                                   -----------  -----------  -----------  -----------  ------------------
                                                             6           --          156           --             (14,721)
                                                   -----------  -----------  -----------  -----------  ------------------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                   (45,748)     (87,468)    (514,562)    (143,050)         (1,235,605)

EXTRAORDINARY ITEM,  Gain on forgiveness
   of debt, net of income taxes of $12,070                  --       23,430           --       23,430              23,430
                                                   -----------  -----------  -----------  -----------  ------------------
NET (LOSS) BEFORE INCOME TAX (BENEFIT)                 (45,748)     (64,038)    (514,562)    (119,620)         (1,212,175)

INCOME TAX (BENEFIT)                                        --      (12,070)          --      (12,070)            (12,070)
                                                   -----------  -----------  -----------  -----------  ------------------
NET (LOSS)                                         $   (45,748) $   (51,968) $  (514,562) $  (107,550) $       (1,200,105)
                                                   ===========  ===========  ===========  ===========  ==================

Per share information:

  Weighted average number
  of common shares outstanding - basic and diluted  61,495,556   46,914,022   60,425,294   31,224,689         18,992,361
                                                   ===========  ===========  ===========  ===========  =================
Net (loss) per common share - basic and diluted    $        --  $        --  $     (0.01) $        --  $           (0.06)
                                                   ===========  ===========  ===========  ===========  =================
</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
                                                                                May 5, 1998
                                            Nine months ended September 30,   (inception) to
                                                   2002         2001         September 30, 2002
                                                ---------    ---------       ------------------
<S>                                             <C>          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES            $(101,508)   $ (59,983)      $         (427,719)
                                                ---------    ---------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES                   --           --                   (9,891)
                                                ---------    ---------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders       60,000       10,649                  285,462
  Payments on loans payable - shareholders             --       (9,000)                  (9,000)
  Proceeds from stock issuances                    46,819       58,000                  166,937
                                                ---------    ---------       ------------------
Net cash provided by financing activities         106,819       59,649                  443,399
                                                ---------    ---------       ------------------
              Net increase (decrease) in cash       5,311         (334)                   5,789

CASH AT BEGINNING OF PERIOD                           478          461                       --
                                                ---------    ---------       ------------------
CASH AT END OF PERIOD                           $   5,789    $     127       $            5,789
                                                =========    =========       ==================
</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
                               SEPTEMBER 30, 2002
                                   (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, 2001.

Certain amounts have been reclassified in the financial statements for the three
and nine  months  ended  September  30,  2001 to conform to the  current  period
presentation.

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  $1,200,105,   has  working  capital  and
stockholders'  deficits of $8,508, 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

                                       10
<PAGE>

number of common  shares and  dilutive  common  stock  equivalents  outstanding.
During the periods presented,  common stock equivalents were not considered,  as
their effect would be anti-dilutive.

Note 4.  Research and Development

On August 21,  2002 the Company  entered  into an  one-year  agreement  with the
University of California  (the  "University")  to develop a commercially  viable
fuel cell exploiting the Company's proprietary technology.  The Company advanced
the University  $70,000 for the first phase,  which is scheduled to be completed
by February 26, 2003.

Research and development  costs for the three months ended September 30, 2002 of
$20,000  were  charged to expenses  when  incurred.  The Company has  recorded a
prepaid expense of $50,000 as of September 30, 2002 for research and development
services to be provided through February 26, 2003.

Note 5.  Loan Payable - Related Party

On August 14,  2002 the  Company  received a  non-interest  bearing  loan from a
related  party.  The  promissory  note was due on  September  14,  2002,  and is
delinquent as of the date of this filing.

Note 6.  Stockholders' (Deficit)

On July 27, 2002 the Company  entered into a six-month  agreement  with a former
officer of the Company for investor  relation services in exchange for 2,000,000
shares of its common stock.  These shares were valued at their fair market value
of $60,000 on the date the Company  agreed to issue the shares.  As of September
30, 2002 the Company had recorded $40,000 as deferred  compensation for services
to be received through January 2003.


                                       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: November 11, 2002



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


                                 CERTIFICATIONS


We George Suzuki and Ken Inouye certify that:

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

     2.   Based on our  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 our 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.   We  are  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,  including its
               consolidated  subsidiaries,  is made known to us 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 our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;


                                        12

<PAGE>


     5.   We  have  disclosed,  based  on our  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.   We 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:  November 11, 2002                s/George Suzuki
                                         ---------------------------------------
                                         George Suzuki, Chief Executive Officer


Dated: November 11, 2002                 s/Ken Inouye
                                         ---------------------------------------
                                         Ken Inouye, Chief Financial Officer



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