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): ~~June~~July 1529, 2010

PACIFIC ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)


DELAWARE	000-51777	87-0445849
(State or other jurisdiction	(Commission File Number)	(IRS Employer ID No.)
of incorporation)

986 West 2^nd Street, Building 12-A, Bay 6, Ogden, UT 84404

(Address of principal executive office)

Registrant's telephone number, including area code: 801-621-5200

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 (see General Instruction A.2. below):

[ ] 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~~Item 24.01. ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

~~Effective~~(a) ~~January~~On 1July 29, 2010, ~~the~~Pacific ~~Company~~Alliance ~~completed~~Corporation (the ~~acquisition~~“Registrant”) dismissed ofSpector ~~all~~& ~~issued and outstanding common stocks of Star Leasing~~Associates, ~~Inc.~~LLP (“~~Star Leasing~~Spector”) ~~pursuant to an Agreement and Plan of Merger that was dated October 1, 2009. The purchase price for this acquisition was 15,000,000 shares of~~ as the ~~Company~~Registrant’s ~~common~~independent ~~stock,~~registered ~~approximately~~public ~~valued~~accounting ~~at $0~~firm.30 ~~per share, which is the average price of the Company’s common stock over the five trading days immediately preceding and two trading days immediately following October 1, 2009.~~ The ~~final~~decision ~~condition necessary~~ to ~~complete~~dismiss ~~the~~Spector ~~transaction~~ was ~~met~~approved ~~on June 15, 2010,~~ by the ~~delivery~~Registrant’s board of ~~the~~directors ~~Star~~on ~~Leasing~~July ~~audited financial statements for the year ended December 31~~29, ~~2009, attached hereto as an exhibit~~2010. ~~The Agreement and Plan of Merger is attached hereto as an exhibit. Mr. Randall Menscer, the president and sole shareholder of Star Leasing prior to the acquisition is a director of the Company.~~

~~The~~During ~~Company finalized~~ the ~~purchase~~past astwo ~~effective~~fiscal onyears ~~January~~ended 1December 31, ~~2010. Star~~2009 ~~Leasing~~and ~~has~~2008, Spector’s ~~been~~reports ~~operating~~on asthe ~~our~~Registrant’s financial ~~subsidiary~~statements ~~since~~did ~~January~~not 1,contain ~~2010~~an ~~and,~~adverse ~~accordingly,~~opinion ~~the~~or ~~results~~disclaimer of ~~operations~~opinion, ofand ~~Star~~were ~~Leasing,~~not ~~Inc.~~qualified ~~have~~or ~~been~~modified ~~included~~as into ~~the~~uncertainty, ~~Company’s~~audit ~~consolidated~~scope ~~financial~~or ~~statements~~accounting ~~subsequent~~principles towith the ~~date~~exception of ~~acquisition. See~~a ~~the~~qualification ~~Company’s~~expressing ~~Quarterly~~uncertainty ~~Report~~about ~~on Form 10-Q for~~ the ~~period~~Registrant’s ability ~~ended~~to ~~March~~continue ~~31,~~as ~~2010,~~a ~~filed~~going ~~on June 21, 2010~~concern.

~~ITEM~~During ~~3.02.~~the ~~Unregistered~~past ~~Sales~~two fiscal years ended December 31, 2009 and 2008, and from December 31, 2009 to July 29, 2010 (i) there were no disagreements between the Registrant and Spector on any matter of ~~Equity~~accounting ~~Securities~~principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Spector would have caused Spector to make reference to the matter in its reports on the Registrant’s financial statements; and (ii) there were no reportable events as the term described in Item 304(a)(1)(v) of Regulation S-K.

~~See~~The ~~Item~~registrant ~~2.01~~has requested Spector to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statement made above by the Registrant. A copy of such letter, dated July 29, 2010 is filed herewith as Exhibit 16.1 and incorporated herein by reference.

~~For~~(b) ~~these~~On ~~issuances~~July 30, ~~Pacific~~2010, ~~relied on~~ the ~~exemption~~Registrant ~~from~~engaged ~~federal~~Gumbiner ~~registration~~Savett ~~under~~Inc. ~~Section 4~~(2“Gumbiner”) ofto serve as the ~~Securities~~Registrant’s ~~Act~~independent ofregistered ~~1933. Pacific~~public ~~relied~~accounting onfirm ~~this~~for ~~exemption~~the ~~based~~year onending ~~the~~December ~~fact~~31, ~~that~~2010. During the ~~issuance~~past oftwo ~~shares~~fiscal ~~was~~years ~~pursuant~~ended toDecember a31, ~~private~~2009 ~~transaction~~and 2008, and from December 31, 2009 to July 30, 2010, the ~~persons~~Registrant ~~being~~did ~~issued~~not ~~such~~consult ~~shares~~with ~~were~~Gumbiner ~~either~~regarding ~~accredited~~the ~~investors~~application of accounting principles to a specific completed or ~~persons~~contemplated ~~who~~transaction, ~~had~~or ~~knowledge~~the ~~and~~type ~~experience~~of inaudit opinion that might be rendered on the Registrant’s financial ~~and~~statements. ~~business~~The ~~matters~~decision ~~such~~to ~~that~~engage ~~each~~Gumbiner was ~~capable~~approved ofby ~~evaluating~~ the ~~risks~~Registrant’s board of ~~the~~directors ~~investment~~on inJuly ~~Pacific~~30, 2010.

~~ITEM~~Item 9.01 Financial Statements and Exhibits

No16.1 Letter from Spector & Associates, LLP to the Securities and Exchange Commission dated July 29, 2010.

~~Description~~SIGNATURES

10Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

~~Agreement~~Dated: August ~~and Plan of Merger dated October 1~~2, ~~2009~~2010

~~99.1~~PACIFIC ALLIANCE CORPORATION

~~Star~~By: ~~Leasing~~/S/ ~~audit~~Steven ~~opinion~~Clark

~~99.2~~Steven Clark

~~Star~~Chief ~~Leasing~~Executive ~~audited financial statements for the years ended December 31, 2009 and 2008~~Officer/President

99.3

Pro forma consolidated financial statements for the year ended December 31, 2009

99.4

Pro forma consolidated financial statements for the year ended December 31, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Dated: June 18, 2010

PACIFIC ALLIANCE CORPORATION

By: /S/ Steven Clark

Steven Clark

Chief Executive Officer/President

Filing Compare · PACIFIC ALLIANCE CORP