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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 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 August 12, 2002 was 59,940,000 shares.


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited financial  statements for the six month period ended June 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 six month period ended June 30,
2002.  During the six month period ended June 30,  2002,  we incurred  costs and
expenses totaling $17,964 in selling,  general and  administrative  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 the
three month period ended June 30, 2002, 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  $(468,814)  during the six month
period ended June 30, 2002 ($.01 per share), compared to

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<PAGE>

a net loss of  $(55,582)  for the  similar  period in 2001.  Because  we did not
generate any revenues during the six month period ended June 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.  Management
believes  that  fuel  cells can  provide  affordable,  environmentally  friendly
energy, alleviating both shortages and pollution.

     Our new  business  is to  develop  and  product  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

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<PAGE>

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.

     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 June 30,  2002,  we had  $25,357  in cash.  We had  $8,117  in  accounts
payable.

     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

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<PAGE>



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.

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 six month period ended June 30, 2002.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. CHANGES IN SECURITIES - None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     None


                                        5

<PAGE>

ITEM 5. OTHER INFORMATION - None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits - None

     (b) Reports on Form 8-K. We did not file any reports on Form 8-K during the
six month period ended June 30, 2002.


                                        6

<PAGE>


                             PACIFIC FUEL CELL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2002
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
   Cash                                                 $      25,357
                                                        -------------
          Total current assets                                 25,357
                                                        -------------

OTHER ASSET
   License                                                        500
                                                        -------------

                                                        $      25,857
                                                        =============


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITES
   Accounts payable                                     $       8,117
                                                        -------------

    Total current liabilities                                   8,117
                                                        -------------


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 and outstanding                  59,940
  Additional paid in capital                                1,112,157
  (Deficit) accumulated during the
     development stage                                     (1,154,357)
                                                        -------------
                                                               17,740
                                                        -------------

                                                        $      25,857
                                                        =============

    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>
                                                                                                    For the Period
                                                                                                      May 5, 1998
                                                        Three months ended      Six months ended    (inception) to
                                                      June 30,    June 30,    June 30,    June 30,     June 30,
                                                        2002        2001        2002        2001        2002
                                                     ----------  ----------  ----------  ----------  -----------
<S>                                                  <C>         <C>         <C>         <C>         <C>
REVENUE                                              $        -  $      528  $        -  $    1,309  $     6,172
                                                     ----------  ----------  ----------  ----------  -----------

COSTS AND EXPENSES
  Selling, general and administrative                    14,587       2,666      17,964      56,891      461,099
  Stock compensation                                          -           -           -           -      195,000
  Amortization                                                -           -           -           -       11,645
  Loss on asset impairment                               51,000           -     451,000           -      510,167
  Loss on disposal of property and equipment                  -           -           -           -        3,391
                                                     ----------  ----------  ----------  ----------  -----------
       Total operating expenses                         465,587       2,666     468,964      56,891    1,181,302
                                                     ----------  ----------  ----------  ----------  -----------

OPERATING (LOSS)                                       (465,587)     (2,138)   (468,964)    (55,582)  (1,175,130)
                                                     ----------  ----------  ----------  ----------  -----------

OTHER INCOME (EXPENSE)
  Interest expense                                            -           -           -           -      (13,359)
  Foreign currency transaction gain (loss)                    -           -           -           -         (168)
  Other income (expense)                                      5           -         150           -       (1,200)
                                                     ----------  ----------  ----------  ----------  -----------
                                                              5           -         150           -      (14,727)
                                                     ----------  ----------  ----------  ----------  -----------
NET (LOSS) BEFORE EXTRAORDINARY ITEM                   (465,582)     (2,138)   (468,814)    (55,582)  (1,189,857)

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

NET (LOSS) BEFORE INCOME TAX (BENEFIT)                 (465,582)     (2,138)   (468,814)    (55,582)  (1,166,427)

INCOME TAX (BENEFIT)                                          -           -           -           -      (12,070)
                                                     ----------  ----------  ----------  ----------  -----------
NET (LOSS)                                           $ (465,582) $   (2,138) $ (468,814) $  (55,582) $(1,154,357)
                                                     ==========  ==========  ==========  ==========  ===========


Per share information:

  Weighted average number
  of common shares outstanding - basic and diluted   59,940,000  23,250,000  59,890,276  23,250,000  18,721,472
                                                     ==========  ==========  ==========  ==========  ==========

Net (loss) per common share - basic and diluted      $    (0.01) $        -  $    (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
                                                  Six months ended   (inception) to
                                                 June 30,   June 30,     June 30,
                                                   2002       2001         2002
                                                ---------  --------  --------------
<S>                                               <C>      <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES              (21,940) $(10,972) $     (348,151)
                                                ---------  --------  --------------

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           24,879      (323)         25,357

CASH AT BEGINNING OF PERIOD                           478       461               -
                                                ---------  --------  --------------
CASH AT END OF PERIOD                           $  25,357  $    138  $       25,357
                                                =========  ========  ==============

</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
                                  JUNE 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  six  months  ended  June  30,  2001  to  conform  to the  current  periods'
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.  Impairment of License

The Company signed a licensing  agreement on August 28, 2001 with Fullerene USA,
Inc.  (Fullerene) for an exclusive  worldwide license (excluding Japan) to make,
use,  and sell fuel cells  solely for use in  transportation  applications.  The
licensing  agreement  expires  upon  the  expiration  of the  underlying  patent
application,  which is 17 years  upon the  approval  of the patent by the United
States Patent and Trademark Office,  which is pending. In exchange,  the Company
issued 30,100,000 shares of common stock to Fullerene. The asset was recorded at
the fair market value of the shares of $451,500.

During the quarter ended June 30, 2002 management  determined that the asset was
impaired and,  accordingly,  has recorded a loss on impairment of $451,000.  The
Company  based  their  decision  on the  uncertainty  of  being  able  to  raise
sufficient capital in a timely manner to develop the fuel cell technology.

                                       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: August 13, 2002



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


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