U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

(Amendment No. 1)

Quarterly Report Under
the Securities Exchange Act of 1934

For Quarter Ended: March 31, 2007

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 þ No o.

The number of shares of the registrant’s only class of common stock issued and outstanding as of March 24, 2007, was 75,210,248 shares.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes þ No

This Amendment No. 1 on Form 10-QSB/A amends and restates Part I Item 3 and Part II Item 6 of our Form 10-QSB filed on May 18, 2007.

PART I — FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act) designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. Our Chief Executive Officer and Chief Financial Officer have concluded, based upon their evaluation of these disclosure controls and procedures as of the end of the period covered by this Report, that, as of that date, these disclosure controls and procedures were effective at ensuring that the required information will be disclosed on a timely basis in our reports filed under the Exchange Act.

Internal Controls

We maintain a system of internal controls that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are following. During the quarter ended at the end of the period covered by this Report, there were no significant changes to our internal controls or in other factors, including any corrective actions with regard to significant deficiencies and material weaknesses, that have significantly affected, or would be reasonably likely to significantly affect, such internal controls.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

On February 26, 2007 we filed a report on Form 8-K, advising we issued an aggregate of 2,142,852 shares of our Common Stock without registration under the Securities Act of 1933. We received proceeds of $300,000 from the sale thereof ($0.14 per share).

On January 24, 2007 we filed a report on Form 8-K, advising that effective December 18, 2006, pursuant to an Assignment and Assumption of Equipment Purchase Agreement, we were assigned all rights of TDM, L.L.C. (“TDM”) relating to an Agreement dated August 22, 2006, as amended December 20, 2006, between SGL Technic Inc., a wholly owned subsidiary of SGL Technologies GmbH, a German company (“SGL’), and TDM, whereby we acquired the rights to purchase certain equipment on an “as is” basis.

We did not file any other reports on Form 8-K during the quarter period ended March 31, 2007.

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.

Dated: March 26, 2008	PACIFIC FUEL CELL CORP. (Registrant)
	By:	/s/ George Suzuki
		George Suzuki,
		President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
31	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.