8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of report:  April 5, 2010

Date of earliest event reported:  April 5, 2010

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PACIFIC ASIA PETROLEUM, INC.

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

001-34525	30-0349798
(Commission File Number)	(IRS Employer Identification Number)

250 East Hartsdale Ave., Hartsdale, New York 10530

(Address of principal executive offices)

(914) 472-6070

(Registrant’s telephone number, including area code)

______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.                      Submission of Matters to a Vote of Security Holders.

On April 5, 2010, Pacific Asia Petroleum, Inc. (the “Company”) held a special meeting of its stockholder at the Marriot Westchester, located at 670 White Plains Road, Tarrytown, NY 10591 (the “Special Meeting”).

The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of 53,379,874 shares of common stock outstanding on the record date, March 8, 2010.  The holders of common stock of the Company voted on three matters at the Special Meeting, all of which were approved.  The final voting results from the Special Meeting were as follows:

(1)A proposal to approve the Purchase and Sale Agreement, dated November 18, 2009, as amended March 4, 2010 (the “Purchase Agreement”), between the Company, CAMAC Energy Holdings Limited and certain of its affiliates (“CAMAC”), as described in the proxy statement dated March 19, 2010 (the “Proxy Statement”), pursuant to which the Company agreed to acquire all of CAMAC’s interest in a Production Sharing Contract (the “PSC”) with respect to that certain oilfield asset known as the Oyo Field (the “Contract Rights”) and the transactions contemplated thereby (the “Transaction”).

FOR	AGAINST	ABSTAIN
30,106,383	30,763	10,000

(2)A proposal to approve the issuance by the Company to CAMAC of Company common stock, par value $0.001 per share, equal to 62.74% of the Company’s issued and outstanding common stock (the “Consideration Shares”) after giving effect to the Transaction and the Financing (as defined in the Proxy Statement) at the closing of the Transaction as partial consideration for the acquisition by the Company of the Contract Rights.

FOR	AGAINST	ABSTAIN
30,100,153	33,263	13,730

(3)A proposal to amend the Company’s Certificate of Incorporation to change the Company’s name to CAMAC Energy Inc., effective as of the closing of the Transaction.

FOR	AGAINST	ABSTAIN
30,097,143	33,253	16,750

The votes in favor of approval of the proposals represented more than 99% of the shares voted at the Special Meeting and approximately 56% of the outstanding shares of the Company’s common stock as of March 8, 2010, the record date for the Special Meeting.  Accordingly, the proposals were approved and adopted.

Item 8.01.                      Other Events.

On April 5, 2010, the Company issued a press release announcing that the stockholders of the Company approved the proposals related to the pending Transaction.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01.                       Financial Statements and Exhibits.

        (d)         Exhibits.

Exhibit Description

99.1        Press Release, dated April 5, 2010

1

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  April 5, 2010

Pacific Asia Petroleum, Inc.
By:	/s/ Frank C. Ingriselli
	Frank C. Ingriselli
	Chief Executive Officer

[Missing Graphic Reference]

Index to Exhibit

Exhibit Description

99.1        Press Release, dated April 5, 2010

2

EX-99.1

Pacific Asia Petroleum, Inc. Announces Shareholder approval of acquisition of oyo oil field interest

Transaction is expected to close on or around April 7, 2010

Hartsdale, New York, April 5, 2010:  Pacific Asia Petroleum, Inc. (NYSE Amex: PAP), a U.S.-based energy company engaged in the development, production and distribution of oil and gas, today announced that the Company’s shareholders voted to approve the acquisition of all of the interest of CAMAC Energy Holdings Limited and certain of its affiliates (“CAMAC”) in the Oyo Oilfield.

The proposals were described in the Company’s definitive proxy statement filed on March 19, 2010.

The result of the vote was tabulated and announced at the Company’s special meeting today at the Westchester Marriot in Tarrytown, New York, where more than 99% of the shares voted at the meeting approved all of the recommendations made with respect to this acquisition, including the issuance of shares to CAMAC which will constitute 62.74% of the outstanding shares of the Company, and the change of the Company’s name to “CAMAC Energy Inc.”

The Company anticipates completing and closing the transaction with CAMAC on or about April 7, 2010.

Company President and CEO, Frank Ingriselli, commented about the shareholders’ approval of the acquisition: “Today’s announcement is not only a statement of overwhelming approval from our shareholders for the transaction, but also a manifestation of their confidence in the Company’s future.  We are very excited to close this acquisition around April 7 so that the value we anticipate to be generated for our shareholders from this acquisition and our continuing operations on our China assets can grow shareholder value.”

Located in deep water offshore of Nigeria, the Oyo Oilfield commenced production in December 2009.  CAMAC currently owns 60% of the interest in the Oyo Oilfield, with the other 40% owned by the field’s operator, Nigerian Agip Exploration Ltd., a subsidiary of Italy’s ENI SpA.  Upon the closing of the transaction, Pacific Asia Petroleum will acquire all of CAMAC’s interest in the Oyo Oilfield.

For more information on the transaction with CAMAC and the Oyo Oilfield, please visit www.papetroleum.com.  All of the Company’s filings related to this acquisition are available at the SEC website at www.SEC.gov.

About Pacific Asia Petroleum, Inc.

Pacific Asia Petroleum, Inc. (NYSE Amex: PAP) is a U.S. publicly-traded energy company engaged in the development, production and distribution of oil and gas and is focused on early cash flow, high return projects.  The Company controls the rights to significant gas acreage under contract in China and is a strategic partner with several major energy companies in high-value oil fields in China.  The Company was founded in 2005 by a group of former senior Texaco executives and is led by President and CEO Frank C. Ingriselli.  Pacific Asia Petroleum is headquartered in Hartsdale, New York, and also has offices in Beijing, China.

About CAMAC International Corporation:

Founded in 1986 and headquartered in Houston, Texas, CAMAC International Corporation is a privately-held, global energy corporation with interests in the exploration and production of crude oil and natural gas in West Africa and South America energy properties, engineering and consulting services, and crude oil and refined products trading for markets in Africa, Europe, North America and South America. In 2008, CAMAC earned revenues of $2.43 billion.

Media Contact:

Pacific Asia Petroleum, Inc.

Bonnie Tang

bonnietang@papetroleum.com

 (914) 472-6070

www.papetroleum.com

Investor Relations Contact:

Liviakis Financial Communications, Inc

John Liviakis

(415) 389-4670

John@Liviakis.com

www.liviakis.com

Cautionary Statement Relevant To Forward-Looking Information

This press release may contain certain “forward-looking statements” relating to the business of Pacific Asia Petroleum, Inc. (the “Company”) and its subsidiaries.  All statements, other than statements of historical fact included herein are “forward-looking statements” including statements regarding: the general ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. Words such as “anticipates,” “expects,” “plans,” “projects,” “believes,” “seeks,” “estimates,” and similar expressions are intended to identify such forward-looking statements. The statements are based upon management’s current expectations, estimates and projections, are not guarantees of future performance, and are subject to a variety of risks, uncertainties and other factors, some of which are beyond the Company’s control and are difficult to predict, including those discussed in the Company's periodic reports that are filed with the SEC and available on its website (http://www.sec.gov). You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Pacific Asia Petroleum undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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