SecProbe.io

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										November 22,
2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. David Knudsen
Principal Financial Officer
1661 Lakeview Circle
Ogden, UT 84403

Re:	Pacific Alliance Corporation
	Form 10-KSB for the year ended December 31, 2004
	Forms 10-QSB for the quarters ended March 31, 2005, June 30,
2005
and
      September 30, 2005
	Commission file #: 033-08732D

Dear Mr. Knudsen:

We have reviewed your November 1, 2005 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

Financial Statements

Balance Sheet, page 28
Note 2. Tax Liabilities

1. We note from your response to our prior comment 1 that the long
term portion of tax liabilities, reclassified to current
liabilities
as of September 30, 2005, relates to pre-bankruptcy tax owed to
the
California State Board of Equalization and other tax authorities.
In
future filings, please disclose in your notes to the financial
statements, the nature of this amount including the status of
interest
accrual, and the fact that you are attempting to negotiate a
settlement and the final amount may differ from the amount
recorded on
the balance sheets.

Statements of Cash Flows, page 32

2. We note from your response to our prior comment 2 that prior to
fiscal year 2004 you accounted for stock issued for services
within
the accrued expenses and compensation payable line items on the
statements of cash flows.  Because the issuance of stock for
payment
of services is a non-cash transaction, it should be separately
disclosed in your statement of cash flows.  In future filings,
please
reclassify the amounts related to stock issued for services prior
to
2004 that are included in the accrued expenses or compensation
payable
line items and present them in the line item "Stock issued for
services" in the statements of cash flows.  Additionally, please
revise your notes to the financial statements to state that
certain
reclassifications have been made to the prior years` financial
statements to conform to the current year presentation.

Notes to the Financial Statements

Note 5. Common Stock and Warrants

3. We note from your response to our prior comment 3 that 50,000
common shares were issued in May 2004 while the cash for these
shares
was received in 2003.  In this regard, please explain to us, and
disclose in future filings, how you account for consideration
received
in periods prior to the issuance of shares and whether the Company
has
the right to cancel its subscription and have the consideration
refunded or whether the Company does not have the right to cancel
the
subscription and have its consideration refunded.  Further, you
state
in your response that cash was received in 2003 and we note that
this
is not reflected in your statement of cash flows for fiscal year
2003.
Please explain the discrepancy.

4. We note from your response to prior comment 4 that in 2004 you
issued common shares valued at $100,000 in payment for consulting
services valued at $12,500.  Please tell us how you accounted for
the
$87,500 difference in the amounts.  If an expense was recognized,
please tell us the date it was recognized and the line item it is
included in the statement of operations.  Additionally, please
confirm
to us that in future filings you will disclose how you determine
the
value of common stock that is issued for services received (e.g.,
the
fair market value of the stock issued or services received).

Item 8A. Controls and Procedures

5. We note from your response to our prior comment 6 that you have
presented a proposed disclosure you will include in future Forms
10-
KSB, however we do not believe that the wording in the proposed
disclosure is adequate and we also do not believe that you have
appropriately responded to our prior comment.  With respect to
your
disclosure in the Form 10-KSB for the year ended December 31,
2004,
please tell us the time period in which the control deficiencies
disclosed in Item 8A were identified, as well as additional
details
about the deficiencies discovered.  Also, tell us the changes in
your
controls and procedures that occurred during the first quarter of
2005
that resulted in a conclusion that your disclosure controls and
procedures were effective as of March 31, 2005 as stated in Item
3(a)
on your Form 10-QSB for the quarterly period ended March 31, 2005.
In
regard to your proposed disclosure for future Form 10-KSBs, the
disclosures required in Item 8A include a conclusion made by
management as to the effectiveness of the disclosure controls and
procedures in ensuring that information required to be disclosed
by
you in reports that you file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods
specified in the Commission`s rules and forms.  If you have
concluded
that your disclosure controls are not effective, please clearly
state
that conclusion (along with the reasons supporting that
conclusion)
and management`s plans to remedy the deficiency.  In addition,
supplementally provide us with your proposed revised disclosures
that
you plan to include in future Form 10-KSBs and ensure that the
proposed disclosures meet the guidelines set forth in Items 307
and
308 of Regulation S-B.  Also, see SEC Final Release 33-8238 issued
June 5, 2003.

Other

6. As requested in our prior comment letter dated August 31, 2005,
please provide, in writing, a statement from the company
acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect to
the filing; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please file your response to these comments via
EDGAR
within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter that keys your responses
to
our comments and provides any requested supplemental information.

You may contact Claire Erlanger at 202-551-3301 or Kathy Mathis at
202-551-3383 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Mr. David Knudsen
Pacific Alliance Corporation
November 22, 2005
Page 1

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