8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):  December 23, 2009

PACIFIC ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-51777	87-0445894-9
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1661 Lakeview Circle, Ogden, Utah	84403
(Address of principal executive offices)	(Zip Code)

801-399-3632

 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 3.03                      Material Modification to Rights of Security Holders.

Effective December 23, 2009, Pacific Alliance Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation which effected a reverse stock split of the Company’s common stock at a reverse split ratio of one share for twenty shares.  The Reverse Stock Split was approved by the Company’s Board of Directors on November 11, 2009.  In lieu of a meeting of stockholders, the Company obtained the written consent of the Reverse Split by the holders of more than 93% of the total votes entitled to be cast on the reverse split proposal.

The Company’s Board of Directors and consenting stockholders also approved a proposal to increase the number of shares of common stock authorized from 100,000,000 to 250,000,000 and the number of shares of preferred stock authorized from 5,000,000 to 20,000,000.  The increase in the Company’s authorized capital will be effected by the filing of the Certificate of Amendment to Restated Certification of Incorporation described above, which also relates to the Reverse Stock Split.

Immediately following the effective time of the Reverse Stock Split, every twenty outstanding shares of common stock were combined automatically into one share of common stock. Fractional shares resulting from the Reverse Stock Split were rounded up to the next whole number.

Each shareholder’s percentage ownership in the Company and proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from the treatment of fractional shares.

Trading in Pacific Alliance Corporation’s common stock on the OTCBB will begin on a split-adjusted basis at the open of trading on December 23, 2009. The new CUSIP number for the Company’s common stock will be 693790 206.

The Company’s pre-split trading symbol was PALC.  For 20 business days after December 23, 2009, the Company’s trading symbol will be PALC-D.  After such 20 business day period, the trading symbol will revert back to PALC.

The Company issued a press release on December 23, 2009 announcing the reverse stock split.  A copy of that press release is attached as an exhibit to this report.

Item 9.01                                Financial Statements and Exhibits.

(d) Exhibits

Exhibits	Description
3.1	Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation
99.1	Press Release issued December 23, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 23, 2009	PACIFIC ALLIANCE CORPORATION
	By:  /s/ Steven Clark
	Chief Executive Officer/President

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EX-3.1

Exhibit 3.1

Form 8-K

Pacific Alliance Corporation

File No. 000-051777

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO RESTATED CERTIFICATE OF INCORPORATION

OF PACIFIC ALLIANCE CORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Pacific Alliance Corporation (the “Corporation”) resolutions were duly adopted setting forth proposed amendments to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and obtaining the written consent of the holders of a majority of the votes attributed to the Corporation’s outstanding capital stock in lieu of a meeting of the stockholders of the Corporation. That this Certificate of Amendment to Restated Certificate of Incorporation of Pacific Alliance Corporation shall be effective December 23, 2009.  The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered "IV " so that, as amended, said Article shall be amended in total and shall read as follows:

Amendment

ARTICLE IV

Capital Stock

The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 270,000,000 shares which are divided into two classes as follows:

20,000,000 shares of Preferred Stock (Preferred Stock) $.001 par value per share, and

250,000,000 shares of Common Stock (Common Stock) $.001 par value per share.

The designations, voting powers, preferences and relative, participating, optional or other special rights, and qualification, limitations or restrictions of the above classes of stock are as follows:

Preferred Stock

1.           Issuance in Series.  Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors may determine.  All shares of any one series of Preferred Stock will be identical with each other in all respects, except that shares of one series issued at different times may differ as to dates from which dividends thereon may be cumulative.  All series will rank equally and be identical in all respects, except as permitted by the following provisions of paragraph 2.

2.           Authority of the Board with Respect to Series. The Board of Directors is authorized, at any time and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Certificate of Incorporation or any amendment thereto including, but not limited to, determination of any of the following:

(a)           the distinctive serial designation and the number of shares constituting a series;

(b)           the dividend rate or rates, whether dividends are cumulative and, if so, from which date, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;

(c)           the voting powers, full or limited, if any, of the shares of the series;

(d)           whether the shares are redeemable and, if so, the price or prices at which, and the terms and conditions on which, the shares may be redeemed;

(e)           the amount or amounts payable upon the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation prior to any payment or distribution of the assets of the Corporation to any class or classes of stock of the Corporation ranking junior to the Preferred Stock;

(f)           whether the shares are entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of a series and, if so entitled, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund;

(g)           whether the shares are convertible into, or exchangeable for, shares of any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments thereof, if any, at which the conversion or exchange may be made, and any other terms and conditions of the conversion or exchange; and

(h)           any other preferences, privileges and powers, and relating participating, optional or other special rights, and qualifications, limitations or restrictions of a series, as the Board of Directors may deem advisable and as are not inconsistent with the provisions of this Certificate of Incorporation.

3.           Dividends. Before any dividends on any class or classes of stock of the Corporation ranking junior to the Preferred Stock (other than dividends payable in shares of any class or classes of stock of the corporation ranking junior to the Preferred Stock) may be declared or paid or set apart for payment, the holders of shares of Preferred Stock of each series are entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefore, as they may be adopted by the Board of Directors providing for the issue of the series, payable on such dates in each year as may be fixed in the resolution or resolutions.  The term "class or classes of stock of the Corporation ranking junior to the Preferred Stock" means the Common Stock and any other class or classes of stock of the Corporation hereafter authorized which rank junior to the Preferred Stock as to dividends or upon liquidation.

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4.           Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the corporation elects to retire them, shares which are held as treasury shares but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) will have the status of authorized and unissued shares of Preferred Stock and may be reissued.

5.           Voting Rights.  Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock the holders of the Preferred Stock shall have no voting power with respect to any matter whatsoever.

Common Stock

1.           Dividends. Subject to the preferential rights of the Preferred Stock, the holders of the Common Stock are entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors.

2.           Liquidation.                      In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock, holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation of whatever kind available for distribution to Stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.  The Board of Directors may distribute in kind to the holders of Common Stock such remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or other entity and receive payment therefore in cash, stock or obligations of such other corporation, trust or other entity, or any combination thereof, and may sell all of any part of the consideration so received and distribute any balance thereof in kind to holders of Common Stock.

The merger or consolidation of the Corporation into or with any other corporation, or the merger or any other corporation into it, or any purchase or redemption of shares of stock of the Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of the Corporation for the purposes of this paragraph.

3.           Voting Rights.  Except as may be otherwise required by law or this Certificate of Incorporation, each holder of Common Stock has one vote in respect of each share of stock held by him or record on the books of the corporation on all matters voted upon by the Stockholders.

Other Provisions

     1.           Pre-emptive Rights.  No Stockholder shall have any pre-emptive right to subscribe to an additional issue of stock of any class or series or to any securities of the Corporation convertible into such stock.

2.           Changes in Authorized Capital Stock.  Subject to the protective conditions and restrictions of any outstanding Preferred Stock, any amendment to this Certificate of Incorporation which increases or decreases the authorized capital stock of any class or classes may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of the voting stock of the Corporation.

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Reverse Stock Split

At the effective time of the filing of the Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware pursuant to the General Corporation Law of the State of Delaware (the "Effective Time"), each share of the Corporation's Common Stock, par value $0.001 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one-twentieth (1/20th) of a share of Common Stock, par value $0.001 per share (the "New Common Stock"), of the Corporation. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by one-twentieth (1/20). No fractional shares of New Common Stock of the Corporation shall be issued.  Each holder of Old Common Stock at the Effective Time who would otherwise be entitled to a fraction of a share shall, in lieu thereof, receive, upon surrender to the exchange agent of certificates representing such shares, one additional whole share.  As a result of such Reverse Stock Split, each share of Series A Convertible Preferred Stock shall be convertible into 30.33 shares of the Corporation’s common stock and shall have 30.33 votes per Series A share.  As a result of such Reverse Stock Split, each share of Series B Convertible Preferred Stock shall be convertible into one share of common stock and shall have one vote per Series B share.

End of Amendment

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the written consent of the stockholders of said corporation in lieu of a meeting of stockholders was obtained in accordance with Section 228 of the General Corporation Law of the State of Delaware and the necessary number of shares as required by statute were voted in favor of the amendments pursuant to such written consents.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

FIFTH: That this Certificate of Amendment to Restated Certificate of Incorporation of Pacific Alliance Corporation shall be effective December 23, 2009.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8th day of December, 2009

Pacific Alliance Corporation

By:  /s/_________________________________

Steven Clark, CEO/President

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EX-99.1

Exhibit 99.1

Form 8-K

Pacific Alliance Corporation

File No. 000-051777

PRESS RELEASE

OGDEN, UT. December 23, 2009 – Pacific Alliance Corporation (OTC Bulletin Board: PALC-OB) today announced that a previously approved reverse split of its common stock will take effect at the start of trading on Wednesday, December 23, 2009 on a 1-for-20 split-adjusted basis.  Pacific Alliance Corporation (“Pacific Alliance”) shares will trade under the symbol PALC-D for 20 business days and will, after such 20 business day period, revert back to the current trading symbol of PALC. The stock also will have a new CUSIP number, 693790 206, when the split becomes effective.

"This reverse split was overwhelmingly approved by our stockholders owning more than 93% of the voting rights attributed to our common stock, Series A Preferred Stock and Series B Preferred Stock.  We believe that by reducing the total number of shares issued and outstanding and the resulting increase in the per-share trading price of our common stock, it will facilitate the development of an orderly trading market, will potentially make our stock a more attractive investment to institutional investors and will facilitate our long term plan to move the listing of our shares to NASDAQ or an exchange from the over-the-counter bulletin board," said Steven Clark, company chairman and CEO. "

The 1-for-20 reverse stock split will automatically convert 20 current shares of Pacific Alliance Corporation common stock into one new share of common stock. If the number of shares is not evenly divisible by the ratio of the reverse split, the stockholder's new share count will be rounded up to the nearest whole share. The reverse split, which was approved by the written consent of stockholders on November 16, 2009, will reduce the number of outstanding shares of common stock from 68,603,698 to approximately 3,430,185.   Assuming that Pacific Alliance’s outstanding Series A Preferred Stock is converted into common stock and Pacific Alliance’s outstanding Series B Preferred stock is converted into common stock, there would be approximately 36,000,000 shares of Pacific Alliance common stock issued and outstanding on a post-reverse split, post preferred stock conversion basis.

The number of shares of common stock subject to outstanding stock warrants or convertible securities, and the exercise prices and conversion ratios of those securities, will automatically be proportionately adjusted for the 1 to 20 ratio provided for by the reverse stock split.

Pacific Alliance has also increase the number of shares of its common stock authorized from 100,000,000 to 250,000,000 and the number of shares of its preferred stock authorized from 5,000,000 to 20,000,000. The reverse split and the increase in the number of authorized shares were effected through the filing of a Certificate of Amendment to Pacific Alliance’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

When the reverse split takes effect, stockholders holding shares in "street name" through a brokerage account will have their shares automatically adjusted to reflect the reverse stock split on the effective date. The issuance of new stock certificates will not be required at this time.

About Pacific Alliance Corporation

Pacific Alliance Corporation, through our Superior Filtration Products (“Superior”) wholly-owned subsidiary, designs, manufactures and markets a broad range of air filtration products, including (i) high-end High Efficiency Particulate Air (HEPA) filters  and Absolute Isolation Barriers for the creation of synthesized atmospheres to control manufacturing environments and for the absolute control and containment of contaminants and toxic gases in certain manufacturing processes; (ii) mid-range filters for individual and commercial use, which fall under specifications which are categorized by minimum efficiency reporting values ratings established by the American Society of Heating Refrigeration and Air Conditioning Engineers; and (iii) standard-grade, low cost filters for standard residential and commercial furnace and air conditioning applications.  As a manufacturer of commercial, industrial, and residential air filters, Superior makes a variety of products for removing and controlling airborne particulates and gaseous contaminants.

Superior also designs and manufactures some of its own production equipment to automate its processes in order to decrease labor costs associated with Superior’s standard products.

Caution Regarding Forward-Looking Statements

This news release contains certain forward-looking statements by Pacific Alliance Corporation referring to our plans involve risks and uncertainties and reflect the company's judgment as of the date of this release. There can be no assurance that those plans and expectations will be realized. Additional information concerning these and other risk factors affecting Pacific Alliance Corporation business can be found in the company's public periodic filings with the Securities and Exchange Commission disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

SOURCE:   Pacific Alliance Corporation.

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