EXHIBIT 31.2


                            CERTIFICATION PURSUANT TO
                              18 USC, SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


I, Ken Inouye, certify that:

          1.   I have reviewed this  quarterly  report on Form 10-QSB of Pacific
               Fuel Cell Corp. (the "Registrant" or the "Company");

          2.   Based on my  knowledge,  this  report does not contain any untrue
               statement  of a material  fact or omit to state a  material  fact
               necessary in order to make the  statements  made, in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading with respect to the period covered by this report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this report, fairly present in
               all  material  respects  the  financial  condition,   results  of
               operations  and cash flows of the  Registrant as of, and for, the
               periods presented in this report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
               15d-15(e)) for the Registrant and have:

               a.   Designed such disclosure controls and procedures,  or caused
                    such disclosure  controls and procedure to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  Registrant  (including  its  consolidated
                    subsidiaries),  is made known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;

               b.   Evaluated the  effectiveness of the Registrant's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based upon such evaluations;

               c.   Disclosed  in this  report  any  change in the  registrant's
                    internal  control over  financial  reporting  that  occurred
                    during the  registrant's  most recent  fiscal  quarter  (the
                    registrant's fourth quarter in the case of an annual report)
                    that has  materially  affected,  or is reasonably  likely to
                    materially  affect,  the registrant's  internal control over
                    financial reporting; and
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          5.   The registrant's  other certifying  officer and I have disclosed,
               based on our most  recent  evaluation  of internal  control  over
               financial reporting,  to the registrant's  auditors and the Audit
               Committee  of the  registrant's  Board of  Directors  (or persons
               performing the equivalent function):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Dated:  November 15, 2005                        s/Ken Inouye
                                                 -------------------------------
                                                 Ken Inouye, Secretary/Treasurer