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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 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 May 17, 2005, was 66,627,538 shares.


<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

     Our unaudited  financial  statements for the three month period ended March
31, 2005, 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.

Results of Operations

     Comparison of Results of Operations for the three month periods ended March
31, 2005 and 2004

     During the three  month  period  ended  March 31,  2005,  we  generated  an
aggregate of $17,259 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 March 31, 2004.  During the three
month  period  ended March 31, 2005,  we incurred  costs and  expenses  totaling
$100,303,  including $25,488 in research and development costs, $24,814 in costs
of goods sold (incurred by Cellfoods) and $28,501 in general and  administrative
expense.  We also incurred a charge of $20,000 relevant to the fair market value
of stock  options,  which we  previously  had  issued to a  consultant  that was
exercised  during this  period.  During the three month  period  ended March 31,
2004, we incurred costs and expenses of $22,828,  which  consisted of $12,617 in
general and  administrative  expense and  $10,211 in  research  and  development
costs. The increase in general and administrative expense during the three month
period ended March 31, 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

                                       2
<PAGE>

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  ($82,545)  during the three month
period ended March 31, 2005, compared to a net loss of ($23,828) for the similar
period ended March 31, 2003..  Because we generated only nominal revenues during
the three month period ended March 31, 2005, following is our Plan of Operation.

Plan of Operation

     Our  initial  business  plan was to develop and produce low cost fuel cells
for  transportation.  During 2002, we revised our business plan to emphasize the
development  and  production of low cost fuel cells for personal  electronics or
other  applications  requiring  small size and longevity of use. We have revised
our original  business plan as a result of the costs  associated with developing
transportation  related fuel cells, which exceeded our available capital. We may
reinstate  the elements of the original  business  plan if our current  business
plan proves  successful,  of which there can be no assurance.  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 has 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 is due on or
before  May 1,  2005,  with the  balance  of  $50,252  due May 1,  2006.  We are
currently  awaiting receipt of an applicable invoice for the $50,229 payment 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 have 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

                                       3
<PAGE>

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 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 can be assembled into
a stack  which  consists  of  multiple  layers of MEA and a  support  structure,
dependent on the fuel cell  application.  Overall  performance of such fuel cell
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.

     On May 2, 2005 we  announced  that we had acquired a new  microwave  plasma
enhanced chemical vapor deposition (CVD) system for our nanotechnology research.
The cost of this system was approximately  $250,000. This system is intended for
developing carbon nanutube and other nanostructures for basic research,  as well
as commercial prototyping.  The acquisition of this system is expected to have a
positive impact on our research and development activities, including shortening
the time-to-market period for portable  nanotchnology based fuel cells. However,
research  projects are always  uncertain  and we have had many delays.  While no
assurances can be provided,  we remain  confident that,  together with UCR, this
project will attain  significant  advancements in MEA performance.  We intend to
continue  to support  our  project at UCR,  as well as in our newly  established
laboratory in Riverside.

                                       4
<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 March 31,  2005,  we had  $584,782  in cash.  We had $10,371 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

                                       5
<PAGE>

preceding the Conversion Date;  provided,  however,  that the aggregate  maximum
number of shares of Common Stock that the First  Debenture and Second  Debenture
may be  converted  into shall be Two Million  (2,000,000)  shares (the  "Maximum
Conversion");  and further provided,  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 March 31, 2005, the remaining  principal under the Debentures,  after
giving  effect to the  conversion of $808,728,  was $191,072.  We have issued an
aggregate of 3,007,538  shares of our Common Stock from the  conversion of these
Debentures,  including  50,284 shares during the period ended March 31, 2005. We
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,
we were able to raise  approximately  $1 million  from the  Debenture  financing
described  above in "Liquidity  and Capital  Resources."  We

                                       6
<PAGE>

used these funds to build and open our own  laboratory,  located in the vicinity
of the University of California at Riverside, where we are attempting to produce
and demonstrate to fuel cell manufacturers a commercially viable prototype.  See
"Liquidity and Capital Resources," above.

     Our  new  laboratory  in  Riverside  is  functioning  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,  we are  attempting to develop a functional  prototype
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  believe  that the  reason  that the fuel  cell  market  is not  rapidly
expanding at this time is due to high  manufacturing  costs.  We further believe
that this  development  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.

     Fuel cell acceptance  appears to be accelerating in micro fuel cells. 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,  is 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.

     There are currently  several  different  technologies  in use for fuel cell
power generation. Each of these processes differs in methodology, suitable scale
and efficiency. Our interest (and patent applications) is in the Proton Exchange
Membrane (PEM) method that is very suitable for low temperature operation.

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, 2005.

                                       7
<PAGE>

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.

     During the period ended March 31, 2005,  50,284  shares of our 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).

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.

                                       8
<PAGE>

     (b) Reports on Form 8-K.

     We did not file any reports on Form 8-K during the three month period ended
March 31, 2005.

                                       9
<PAGE>

                            PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $   584,782
  Prepaid expense                                                        10,163
  Prepaid research and development                                        6,251
                                                                    -----------
                      Total current assets                              601,196
                                                                    -----------
 Property, Plant and Equipment                                            5,558
                                                                    -----------
Other Assets
  Deferred debenture costs                                              112,839
  Rent security deposit                                                   3,059
  Deposit on equipment                                                  146,000
                                                                    -----------
                                                                        261,898
                                                                    -----------
                                                                    $   868,652
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $    10,371
  Accrued interest                                                        2,533
                                                                    -----------
                      Total current liabilities                          12,903
                                                                    -----------

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                                          2,191,673
  (Deficit) accumulated during the development stage                 (1,593,822)
                                                                    -----------
                                                                        664,478
                                                                    -----------
                                                                    $   868,652
                                                                    ===========

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

                                       10
<PAGE>

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

<CAPTION>
                                                    THREE MONTH    THREE MONTH     FOR THE PERIOD
                                                   PERIOD ENDED    PERIOD ENDED     MAY 5, 1998
                                                     MARCH 31,       MARCH 31,     (INCEPTION) TO
                                                       2005            2004        MARCH 31, 2005
                                                   ------------    ------------    --------------
<S>                                                <C>             <C>             <C>
REVENUE
  Sales                                            $     17,259    $         --    $       37,171
  Grants                                                     --              --            99,901
                                                   ------------    ------------    --------------
                                                         17,259              --           137,072
                                                   ------------    ------------    --------------
COSTS AND EXPENSES
  Cost of goods sold                                     24,814              --            45,080
  General and administrative                             28,501          12,617           696,522
  Research and development                               25,488          10,211           153,680
  Stock compensation                                     20,000              --           296,800
  Services contributed to capital                         1,500              --             7,500
  Amortization                                               --              --            11,645
  Loss on asset impairment                                   --              --           510,667
  Loss on disposal of property and equipment                 --              --             3,391
                                                   ------------    ------------    --------------
                                                        100,303          22,828         1,725,285
                                                   ------------    ------------    --------------

OPERATING (LOSS)                                        (83,044)        (22,828)       (1,588,213)
                                                   ------------    ------------    --------------
OTHER INCOME (EXPENSE)
  Interest income                                           966              --             3,426
  Interest expense                                         (466)         (1,002)          (43,192)
  Foreign currency transaction gain (loss)                   --              --              (168)
  Other                                                      --               2            (1,175)
                                                   ------------    ------------    --------------
                                                            499          (1,000)          (41,109)
                                                   ------------    ------------    --------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM                    (82,545)        (23,828)       (1,629,322)

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

NET (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)          (82,545)        (23,828)       (1,605,892)

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

NET (LOSS)                                         $    (82,545)   $    (23,828)   $   (1,593,822)
                                                   ============    ============    ==============

PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                            66,528,381      63,440,000        40,733,940
                                                   ============    ============    ==============
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.

                                       11
<PAGE>

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

<CAPTION>
                                                                 THREE MONTH    THREE MONTH   FOR THE PERIOD
                                                                PERIOD ENDED   PERIOD ENDED     MAY 5, 1998
                                                                   MARCH 31,     MARCH 31,    (INCEPTION) TO
                                                                    2005           2004       MARCH 31, 2005
                                                                -----------    ------------   --------------
<S>                                                             <C>            <C>            <C>
OPERATING ACTIVITIES
  Net (loss)                                                    $   (82,545)   $         --   $   (1,593,822)
  Adjustments to reconcile net (loss) to net cash
    (used in) operating activities:
       Stock compensation                                            20,000              --          296,800
       (Loss) on asset impairment                                        --              --          510,667
       Contributed services to capital                                1,500              --            7,500
       Reserve for uncollectible accounts receivable                     --              --           36,298
       Amortization of discount on loan payable - related party          --              --            5,239
       Amortization of deferred debenture costs                       6,845              --           23,161
       Gain on the settlement of debt                                    --              --           35,500
       (Loss) on disposal of property and equipment                      --              --            3,391
       Amortization and depreciation                                     --              --           12,461
       Interest expense converted to loan payable                        --              --           12,684
  Changes in:
       Prepaid expense                                                 (758)             --          (19,874)
       Prepaid research & development                                12,501              --            3,960
       Inventory held by vendor                                       9,621              --               --
       Discount on loan                                                  --              --            3,061
       Rent security deposit                                             --              --           (3,059)
       Accounts payable                                             (27,824)             --           40,840
       Accrued interest                                                 466              --            4,212
                                                                -----------    ------------   --------------
               Net cash (used in) operating activities              (60,194)         (9,241)        (620,983)
                                                                -----------    ------------   --------------

INVESTING ACTIVITIES
  Purchase of fixed assets                                           (5,558)             --          (10,449)
  Cash received in purchase of Cellfoods                                 --              --           16,898
  Deposit on Equipment                                                   --              --         (146,000)
  Investment in mineral claims                                           --              --           (5,000)
                                                                -----------    ------------   --------------
               Net cash (used in) investing activities               (5,558)             --         (144,551)
                                                                -----------    ------------   --------------

FINANCING ACTIVITIES
  Proceeds from loan payable - related parties                           --          10,000          285,462
  Deferred debenture costs                                               --              --         (136,000)
  Convertible redeemable debentures                                      --              --        1,000,000
  Payments on loan payable - related parties                             --              --          (71,083)
  Proceeds from stock sales, net of issuance costs                    5,000              --          271,937
                                                                -----------    ------------   --------------
               Net cash provided by financing activities              5,000          10,000        1,350,316
                                                                -----------    ------------   --------------

               Net increase (decrease) in cash                      (60,753)            759          584,782

CASH AT BEGINNING OF PERIOD                                         645,535          12,088               --
                                                                -----------    ------------   --------------
CASH AT END OF PERIOD                                           $   584,782    $     12,847   $      584,782
                                                                ===========    ============   ==============
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                        $        --    $         --   $           --
                                                                ===========    ============   ==============
  Cash paid for income taxes                                    $        --    $         --   $           --
                                                                ===========    ============   ==============
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH FINANCING AND INVESTING ACTIVITIES

  Discount on loan payable - related party                      $        --    $         --   $        8,300
                                                                ===========    ============   ==============
  Settlement of accrued interest for common stock               $      (129)   $         --   $       (1,679)
                                                                ===========    ============   ==============
  Issuance of stock for purchase of license agreement           $        --    $         --   $      451,500
                                                                ===========    ============   ==============
  Conversion into commons stock of
    convertible redeemable debentures                           $   (15,000)   $         --   $     (808,728)
                                                                ===========    ============   ==============
  Conversion of loans payable, shareholders
    into contributed capital                                    $        --    $         --   $      179,610
                                                                ===========    ============   ==============
  Cancellation of 2,000,000 shares at par value                 $        --    $         --   $        2,000
                                                                ===========    ============   ==============
  Issuance of stock for repayment of advances                   $        --    $         --   $      116,050
                                                                ===========    ============   ==============
  Issuance of stock for purchase of domain asset                $        --    $         --   $       65,000
                                                                ===========    ============   ==============
</TABLE>

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

                                       12
<PAGE>


                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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 $1,593,822, 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.

                                       13
<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 is due on or
before May 1, 2005 and the Company is waiting on receipt of an invoice  from the
University.  The  balance  of  $50,252  is  due on May  1,  2006.  Research  and
development costs for the three months ended March 31, 2005 $25,488, was charged
to expenses when incurred.


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.


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 March 31, 2005, the remaining
principal  under  the  debentures,  after  giving  effect to the

                                       14
<PAGE>

conversion  of $808,728  plus accrued  interest of $1,679 (Note 7), is $191,272.
Accrued interest thereon is $2,533 at March 31, 2005.


Note 7.  Stock Issuance

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 March 31, 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 March 31, 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.





                                       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: May 17, 2005



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


                                       16