Exhibit 32.2
Form 10-QSB
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


     In connection  with the Quarterly  Report of Pacific  Alliance  Corporation
(the  "Company") on Form 10-Q for the quarter ended  September 30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, David Knudson,  Principal Financial Officer of the Company, certify, pursuant
to  18  U.S.C.  section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (1) the Report fully  complies  with the  requirements  of Section 13(a) or
15(d)of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated:  December 20, 2004



/s/ David Knudson
Principal Financial Officer