Exhibit 32.2
Form 10-KSB
Pacific Alliance Corporation
File No. 33-78910-C



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     The certification set forth below is being submitted in connection with the
Pacific Alliance  Corporation  (the "Company")  Annual Report on Form 10-KSB for
the fiscal  year  ended  December  31,  2003 as filed  with the  Securities  and
Exchange  Commission  on the date  hereof  (the  "Report")  for the  purpose  of
complying with Rule  13a-14(b) or Rule 15d-14(b) of the Securities  Exchange Act
of 1934 (the  "Exchange  Act") and Section 1350 of Chapter 63 of Title 18 of the
United States Code.

     I, David Knudson, Principal Financial Officer of the Company, certify that:

     1. the Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Exchange Act; and

     2. the information contained in the Report fairly presents, in all material
respects,  the financial condition and results of operations of Pacific Alliance
Corporation.


Dated:     April 23, 2004               By: /s/ David Knudson
                                            ------------------------------------
                                            David Knudson
                                            Principal Financial Officer