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      Pacific Alliance Corporation Letter to SEC 11/1/05

    Pacific
      Alliance Corporation

    1661
      Lakeview Circle

    Ogden,
      Utah 84403

    November
      1, 2005

    Mail
      Stop
      3561

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Securities
      And Exchange Commission

    100
      F
      Street NE

    Washington,
      DC 20549

              Re:

              Pacific
                Alliance Corporation

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

              Commission
                file #: 033-08732D

    Dear
      Ms.
      Cvrkel,

    We
      have
      received your letter dated September 1, 2005 regarding the above referenced
      Form
      10-KSB and the comments thereon. Our responses to your comments are as
      follows:

              1.

              The
                long term portion of tax liabilities, $59,621, is other pre-bankruptcy
                tax
                owed to the California State Board of Equalization and other tax
                authorities. The Company is attempting to negotiate settlements on
                these
                taxes. Terms, repayment schedules and interest rates for these claims
                have
                not yet been set and are therefore considered long term and no interest
                is
                accruing. Terms and interest rate for the current portion of tax
                liabilities have previously been set and the Company is currently
                accruing
                interest on this portion. At this time the Company does not believe
                there
                are any additional potential penalties on either of the tax liability
                amounts.

              2.

              Prior
                to fiscal year 2004 the stock issued for services was treated as
                an
                adjustment to change in accrued expenses and to change in management
                compensation payable.

    Ms.
      Linda
      Cvrkel

    November
      1, 2005

    Page
      2

    _________________________________

              3.

              The
                company had no stock subscriptions outstanding at December 31, 2004.
                The
                50,000 shares referred to in the comment were issued in May 2004
                while the
                cash for these shares was received by the company in 2003. There
                was not a
                subscription receivable booked in prior quarters. There were no
                subscriptions receivable as of December 31,
                2004.

    The
      agreement with PIL S.A. is as noted in Form 10-KSB for the year ended December
      31, 2001, Item 1 and Notes to Financials Note 8:

    “In
      October, 2001, the Company entered into an agreement with PIL S.A., a
      Switzerland Corporation, under which PIL S.A. would move to increase the
      company's capital and bring in new majority shareholders. Total capital to
      be
      brought to the Company was to be $500,000 by October 31, 2001, and an additional
      $500,000 by December 31, 2001, at a rate of $0.20 per share.”

    The
      Agreement with PIL S.A. has been terminated.

              4.

              The
                company accrued the expense of $12,500 as of December 31, 2003 as
                noted.
                However, to extinguish this payable the company negotiated with the
                service providers and agreed to pay them 1,250,000 shares for their
                services. The company’s board authorized the issuance of these shares on
                January 5, 2004. The company valued the shares at the market price
                of the
                shares on this date, which was $0.08. Thus the value of the issuance:
                1,250,000 shares at $0.08 per share, equals $100,000.

              5.

              As
                requested Form 8-K was filed September 21,
                2005.

              6.

              The
                disclosure in Item 8A will be changed in future 10-KSB’s to read as
                follows:

    ITEM
      8A. CONTROLS AND PROCEDURES

    We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Securities Exchange
      Act
      of 1934, as amended (the Exchange Act), is recorded, processed, summarized,
      and
      reported within the required time periods, and that such information is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow for timely
      decisions regarding disclosure.

    Ms.
      Linda
      Cvrkel

    November
      1, 2005

    Page
      3

    _________________________________

    As
      required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
      with the participation of our Chief Executive Officer and the Chief Financial
      Officer, of the effectiveness of our disclosure controls and procedures as
      of
      December 31, 2004.

    There
      has
      been no change in our internal control over financial reporting during the
      fourth quarter ended December 31, 2004 that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting. Since the most recent evaluation date, there have been no significant
      changes in our internal control structure, policies, and procedures or in other
      areas that could significantly affect our internal control over financial
      reporting.

    The
      Sarbanes-Oxley Act of 2002 (the “Act”)
      imposed
      many requirements regarding corporate governance and financial reporting. One
      requirement under section 404 of the Act, beginning with our annual report
      for
      the year ended June 30, 2007, is for management to report on the Company’s
      internal controls over financial reporting and for our independent registered
      public accountants to attest to this report.

              7.

              Form
                10-KSB and subsequent filings will comply with the comments on the
                Form
                10-KSB.

    We
      believe we have responded to each of your comments. If you need additional
      information or have additional comments, please contact me.

    Sincerely,

    /s/
      David
      Knudson

    Secretary/Treasurer

    Principal
      Financial Officer