10QSB/A

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: September 30, 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, 2008, 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 10QSB filed on November 19, 2007.

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 has concluded, based upon his 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
10.9*	Lease Rental Agreement Between the Company and CNC Associates, Inc. Dated July 27, 2007
10.10*	Lease Rental Agreement Between the Company and CNC Associates, Inc. Dated July 27, 2007
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

* Filed with the Securities and Exchange Commission in the Exhibits to Form 10-QSB filed on November 19, 2007, and is incorporated by reference herein.

(b) Reports on Form 8-K.

On September 21, 2007, we filed a report on Form 8-K, advising that Ken Inouye, our Secretary, Treasurer and a Director, resigned his positions with our Company for personal reasons. There were no disagreements between Mr. Inouye and our Company relating to our operations, policies or practices that were the reason for his resignation. As of the date of this report we are reviewing candidates to appoint to the positions vacated by Mr. Inouye, but no definitive decision has been made on his replacement(s).

No other reports on Form 8-K were filed during the quarter ended September 30, 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

EX-31

EXHIBIT 31

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

I, George Suzuki, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB/A (Amendment No. 1) 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 reportings; and

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: March 26, 2008	/s/ George Suzuki
	George Suzuki, Chief Executive Officer
	and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Pacific Fuel Cell Corp. (the “Company”) on Form 10-QSB/A (Amendment No. 1) for the nine month period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, the undersigned, in the capacity and on the date indicated below, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 26, 2008	/s/ George Suzuki
	George Suzuki, Chief Executive Officer
	and Chief Financial Officer