UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                                                                 SEC FILE NUMBER
                                                                      33-78910-C

                           NOTIFICATION OF LATE FILING

(Check One):      [X] Form 10-K         [ ] Form 20-F            [ ] Form 11-K
                  [ ] Form 10-Q         [ ] Form N-SAR

                  For Period Ended: December 31, 2004

If the notification  relates to a portion of the filing checked above,  identify
the Item (s) to which the notification relates:

PART I - REGISTRATION INFORMATION

Pacific Alliance Corporation
1661 Lakeview Circle
Ogden, UT 84403

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]

     (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

     (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K,  Form 20-F or 11-K or Form N-SAR,  or portion  thereof,  will be
     filed on or before the fifteenth  calendar day following the prescribed due
     date; or the subject quarterly report of transition report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.




PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K,  20-F,  11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed time period.

     The Company was unable to complete and obtain required financials and other
     information without unreasonable effort and expense.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

Mark Scharmann                                  (801) 399-3632

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required  to file such  report(s)  been  filed If answer is no,
identify report(s).
                                    [X] Yes           [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof.

                                    [ ] Yes           [X] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons way a reasonable estimate
of the results cannot be made.

Pacific  Alliance  Corporation has caused this  notification to be signed on its
behalf by the undersigned hereunto duly authorized.


Date: March 31, 2005                      By: /s/ Mark Scharmann, President


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