September 1, 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
	Commission file #: 033-08732D

Dear Mr. Knudsen:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

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

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

Financial Statements

Balance Sheet, page 28
Note 2.  Tax Liabilities

1. We note from the balance sheet that you have a tax liability of
$59,621 recorded as a long term liability as of December 31, 2004.
Please tell us and include in future filings, details of this
liability and the terms for repayment supporting your
classification
of the tax liability as long-term.   Additionally, please tell us
if
you are currently accruing interest on this tax liability as well
as
the $92,398 tax liability recorded as a current liability at
December
31, 2004.  Also, tell us if there are any potential penalties on
either of the tax liability amounts and how you have accounted for
these contingencies in your financial statements.  We may have
further comments.

Statements of Cash Flows, page 32

2. We note from your statements of cash flows that you issued
stock
for services valued at $185,730 from inception of the development
stage (i.e., December 31, 1995) through December 31, 2004 and that
all such shares were issued in fiscal year 2004.  In this regard,
supplementally tell us where you have reflected stock issued for
services in periods prior to fiscal year 2004 (as disclosed in
your
statements of stockholders` deficit on page 31) in your statement
of
cash flows.

Notes to the Financial Statements

Note 5.  Common Stock and Warrants

3. We note that at June 30, 2004, 50,000 shares were issued for a
stock subscription of $9,978 received in previous quarters.  In
this
regard, supplementally tell us and revise future filings to
disclose,
how you account for stock subscriptions received and the related
receipt of cash and issuance of common stock for such
subscriptions.
Also, tell us if you have any stock subscriptions outstanding at
December 31, 2004 and if so why you have not reflected the
subscriptions as a reduction of stockholders` deficit.  Also,
please
tell us with a view toward expanded disclosure in future filings,
the
pertinent details of your agreement with PIL S.A. and the meaning
of
your disclosure that you do not anticipate the transaction with
PIL
S.A. will be completed according to the terms of the agreement.
We
may have further comments.

4. We note from your statement of stockholders` deficit that
during
2004 you issued 1,250,000 shares of common stock for consulting
services recorded at a value of $100,000.  Please explain why
$100,000 was recorded in your statement of stockholders` deficit
for
the issuance of 1,250,000 shares when the disclosure in Note 5
states
that $12,500 of consulting fees accrued as of December 31, 2003
were
paid with 1,250,000 shares of common stock.  In this regard,
please
revise your disclosures as necessary.  Also, please tell us, and
disclose in future filings, how you determined the value of the
common stock that was issued.



Item 8.  Changes and Disagreements with Accountants on Accounting
and
Financial Disclosure

5. We note that on March 2, 2005 your independent accountant,
Rose,
Snyder & Jacobs, resigned and on April 13, 2005 you appointed HJ &
Associates as your independent accountant for the year ending
December 31, 2004.  A change in independent accountant is an event
that is required to be reported within four business days after
the
occurrence of the event under Item 4.01 of Form 8-K.  In this
regard,
please file a Form 8-K reporting this change as soon as
practicable
and include the information specified in Item 304(a) of Regulation
S-
B.

Item 8A. Controls and Procedures

6. We note your disclosure that you have deficiencies in your
internal control related to revenue recognition, and the
disclosure
controls deficiencies related to equity transactions, purchase
accounting, statements of cash flows, deferred revenue, short-term
bank borrowings, related party convertible notes payable, and
operating leases.  As some of these controls appear inconsistent
with
your financial statements in 2003 or 2004, please tell us the time
period in which these control deficiencies were identified as well
as
additional details about the deficiencies discovered.  Also,
please
tell us the changes in your controls and procedures that occurred
during the first quarter of 2005 that resulted in a conclusion
that
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.  We may have further comments.

Form 10-QSB for the quarter ended March 31, 2005

7. Comply with the comments on the Form 10-KSB for the year ended
December 31, 2004 as they apply to filings on Form 10-QSB.

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

As appropriate, please respond to these comments 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.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, 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.

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
August 31, 2005
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