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, 2002

                         Commission File Number: 0-28031


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


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

                                   91-1921581
                                   ----------
                        (IRS Employer Identification No.)

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

                                      92780
                                      -----
                                   (Zip Code)

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

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

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of May 14, 2002 was 59,940,000 shares.


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited  financial  statements for the three month period ended March
31, 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 three month period ended March
31, 2002.  During the three month period ended March 31, 2002, we incurred costs
and expenses totaling $3,377 in selling,  general and administrative expense. As
a result, we incurred a net loss of $(3,232) during the three month period ended
March 31, 2002.  Because we did not generate any revenues during the three month
period ended March 31, 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.  Management
believes  that  fuel  cells can  provide  affordable,  environmentally  friendly
energy, alleviating both shortages and pollution.


                                        2

<PAGE>



     Our new  business  is to  develop  and  produce  low cost  fuel  cells  for
transportation, using our proprietary technology to severely reduce or eliminate
the need for  platinum  as a  catalyst.  Current  technology  uses  platinum,  a
precious  metal,  as the  catalyst  for  hydrogen to separate  into a proton and
electron.  Since platinum is a high cost metal, in very limited production,  its
use creates a bottleneck,  preventing  fuel cells from coming down in price even
at high volume  production.  Our 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.

     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.  We are working
closely with  strategic  partners to transform our current  technology  position
into market leadership in our target markets.

     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.  It
has a much higher  fuel to electric  power  conversion  rate,  40 to 60 percent,
compared to 30 percent area for a traditional  internal  combustion engine. This
new  methodology  of generating  electricity is expected to bring many benefits,
with few environmental problems.


                                        3

<PAGE>



     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 as discussed above.

     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.

     During the year ending  December 31, 2002, we plan to acquire a traditional
generator  manufacturing company with sales in the $5 to $15 million range. This
should  enable  the  commercialization  of  our  proprietary   technology  while
concurrently  introducing  our  products to what we consider to be an  important
market  segment.  While we have  identified  various  entities  which  meet this
criteria,  we have not commenced any negotiations and there can be no assurances
that we will successfully consummate such an acquisition.  If so consummated, it
is anticipated that such an acquisition would be funded by cash, issuance of our
securities or a  combination  thereof.  There can be no  assurances  that, if an
acceptable acquisition is identified, we will have sufficient cash available, if
the terms of such acquisition required the same.

     We are also currently  negotiating with a major California university to do
advanced research on fuel cell technology based on our proprietary  intellectual
property.

Liquidity and Capital Resources

     At March 31,  2002,  we had  $38,381  in cash.  We had  $4,476 in  accounts
payable.  We also  had an  outstanding  loan in the  amount  of  $2,083,  due to
Fullerene,  USA, Inc., our majority stockholder,  which does not accrue interest
and is due December 31, 2002.

     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 the target  conventional  generator
company 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 funds from external
sources  when  needed  will have a material  adverse  affect on our,  results of
operations and financial condition.


                                        4

<PAGE>



Trends

     We believe that fuel cell  development is accelerating in all areas, due to
the  advantages  of low  pollution and  independence  from fossil  fuels.  Major
automobile,  industrial  and power  supply  companies  are  heavily  involved in
research  and  development  activities  of fuel  cell  technology  and many have
announced prototypes and commercial models.  However, there has not been a major
commercial breakthrough, which we attribute to the high cost of the products and
the lack of consumer proven reliability.

     We expect that interest in fuel cells by the general public, government and
the 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 three month period ended March 31, 2002.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2.  CHANGES IN  SECURITIES.

     During the three month  period ended March 31,  2002,  we issued  1,000,000
shares of our common  stock to one (1) foreign  national  in  exchange  for cash
consideration  of $46,819  (approximately  $0.05 per share).  We relied upon the
exemption  from  registration  provided by  Regulation S  promulgated  under the
Securities Act of 1933, as amended, to issue these shares.

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 - None


                                        5

<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, 2002.


                                        6

<PAGE>




                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
   Cash                                                  $      38,381
                                                         -------------
          Total current assets                                  38,381
                                                         -------------

OTHER ASSET
   License                                                     451,500
                                                         -------------

                                                         $     489,881
                                                         =============


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITES
   Accounts payable                                      $      4,476
   Operating advances - related party                           2,083
                                                         ------------

    Total current liabilities                                   6,559
                                                         ------------


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,
     59,940,000 shares issued                                  59,940
  Additional paid in capital                                1,112,157
  (Deficit) accumulated during the
     development stage                                       (688,775)
                                                         ------------
                                                              483,322
                                                         ------------

                                                         $    489,881
                                                         ============

    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       Three    For the Period
                                                        months      months     May 5, 1998
                                                        ended       ended    (inception) to
                                                       March 31,   March 31,    March 31,
                                                         2002        2001         2002
                                                      ----------  ----------   ----------
<S>                                                   <C>         <C>          <C>
REVENUE                                               $        -  $      781   $    6,172
                                                      ----------  ----------   ----------
COSTS AND EXPENSES
  Selling, general and administrative                      3,377      54,225      446,512
  Stock compensation                                           -           -      195,000
  Amortization                                                 -           -       11,645
  Loss on asset impairment                                     -           -       59,167
  Loss on disposal of property and equipment                   -           -        3,391
                                                      ----------  ----------   ----------
       Total operating expenses                            3,377      54,225      715,715
                                                      ----------  ----------   ----------
OPERATING (LOSS)                                          (3,377)    (53,444)    (709,543)
                                                      ----------  ----------   ----------
OTHER INCOME (EXPENSE)
  Interest expense                                             -           -      (13,359)
  Foreign currency transaction gain (loss)                     -           -         (168)
  Other expense                                              145           -       (1,205)
                                                      ----------  ----------   ----------
                                                             145           -      (14,732)
                                                      ----------  ----------   ----------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                      (3,232)    (53,444)    (724,275)

EXTRAORDINARY ITEM,  Gain on forgiveness of debt net
    of income taxes of $12,070                                 -           -       23,430
                                                      ----------  ----------   ----------
NET (LOSS) BEFORE INCOME TAX (BENEFIT)                    (3,232)    (53,444)    (700,845)

INCOME TAX (BENEFIT)                                           -           -      (12,070)
                                                      ----------  ----------   ----------
NET (LOSS)                                            $   (3,232) $  (53,444)  $ (688,775)
                                                      ==========  ==========   ==========
Per share information:

  Weighted average number
  of common shares outstanding - basic and diluted    59,840,000  23,250,000   18,417,343
                                                      ==========  ==========   ==========
Net (loss) per common share - basic and diluted       $        -  $        -   $    (0.04)
                                                      ==========  ==========   ==========
</TABLE>

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

                                       8
<PAGE>
<TABLE>
                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                                                For the Period
                                                  Three months   Three months     May 5, 1998
                                                     ended           ended      (inception) to
                                                 March 31, 2002  March 31,2001  March 31, 2002
                                                 --------------  -------------  --------------
<S>                                              <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES             $       (8,916) $     (11,033) $     (335,127)
                                                 --------------  -------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES                          -              -          (9,891)
                                                 --------------  -------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders                  -         10,649         225,462
  Payments on loans payable - shareholders                    -              -          (9,000)
  Proceeds from stock issuances                          46,819              -         166,937
                                                 --------------  -------------  --------------
Net cash provided by financing activities                46,819         10,649         383,399
                                                 --------------  -------------  --------------
              Net increase (decrease) in cash            37,903           (384)         38,381
CASH AT BEGINNING OF PERIOD                                 478            461               -
                                                 --------------  -------------  --------------
CASH AT END OF PERIOD                            $       38,381  $          77  $       38,381
                                                 ==============  =============  ==============
</TABLE>

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

                                       9
<PAGE>

                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

Note 1.  Basis of Presentation

The accompanying  unaudited condensed 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 for the year
ended December 31, 2001.

Certain amounts have been reclassified in the financial statements for the three
months ended March 31, 2001 to conform to the current period's presentation.

Note 2:  Earnings Per Share

The Company  calculates  net income (loss) per share as required by Statement of
Financial  Accounting Standards 128, "Earnings per Share." Basic earnings (loss)
per share is calculated  by dividing net income  (loss) by the weighted  average
number of common shares outstanding for the period.  Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents  outstanding.  During the
periods presented, common stock equivalents were not considered, as their effect
would be anti-dilutive.

Note 3.  Stockholders' Equity

During the period ended March 31, 2002 the Company  issued  1,000,000  shares of
its common stock for cash of $46,819.

                                       10
<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 14, 2002



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

                                       11