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): ~~February~~June 115, 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)

~~1661~~986 ~~Lakeview~~West ~~Circle~~2nd Street, Building 12-A, Bay 6, Ogden, UT ~~84403~~ 84404

(Address of principal executive office)

Registrant's telephone number, including area code: (801~~) 399~~-~~3632~~621-5200

Copies to:

Elliott N. Taylor, Esq. Parsons Behle & Latimer 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Phone: (801) 532-1234 Fax: (801) 536-6111 John C. Thompson, Esq. John C. Thompson, LLC 1371 East 2100 South, #202 Salt Lake City, Utah 84105 Phone: (801) 363-4854 Fax: (801) 606-2855

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 32.0201. ~~UNREGISTERED~~Completion ~~SALES~~of OFAcquisition ~~EQUITY~~or ~~SECURITIES.~~Disposition of Assets

~~Pursuant~~Effective toJanuary a1, ~~Private~~2010, ~~Placement~~the ~~Memorandum~~Company ~~dated~~completed ~~July~~the ~~17,~~acquisition ~~2009,~~of all issued and ~~supplement~~outstanding ~~dated~~common ~~January~~stocks 1of Star Leasing, ~~2010~~Inc. (~~the~~ “~~Offering~~Star Leasing”), wepursuant ~~sold~~to an ~~additional~~Agreement ~~1,115,848~~and ~~Series~~Plan Bof ~~Convertible~~Merger ~~Preferred~~that ~~shares~~was ~~for~~dated ~~gross~~October ~~proceeds of $~~1,~~115,848~~ to2009. aThe ~~limited~~purchase ~~number~~price offor ~~accredited~~this ~~investors. The~~acquisition ~~initial~~was ~~term~~15,000,000 shares of the ~~Offering~~Company’s ~~was~~common tostock, ~~expire~~approximately onvalued ~~December~~at ~~29,~~$0.30 ~~2009~~per share, ~~and~~which asis the average price of ~~that~~the ~~date~~Company’s wecommon ~~had~~stock ~~sold~~over anthe ~~2aggregate~~five oftrading ~~1,836,700~~days ~~Series~~immediately Bpreceding ~~Shares~~and ~~for~~two ~~gross~~trading ~~Offering~~days ~~proceeds~~immediately offollowing $October 1,~~836,700~~ 2009. ~~However,~~ ~~the~~The ~~Company~~final ~~and~~condition necessary to complete the ~~Placement~~transaction ~~Agent~~was ~~mutually~~met ~~agreed~~on toJune ~~extend~~15, 2010, by the ~~term~~delivery of the ~~Offering~~Star ~~until~~Leasing ~~January~~audited ~~31,~~financial ~~2010~~statements (for the ~~“Extended~~year ~~Offering~~ended ~~Period”).~~December ~~Taking~~31, ~~into~~2009, ~~account~~attached ~~the~~hereto ~~additional~~as ~~1,115,848~~an ~~Series~~exhibit. BThe ~~Convertible~~Agreement ~~shares~~and ~~sold~~Plan ~~during~~of ~~the~~Merger ~~Extended~~is ~~Offering~~attached ~~Period~~hereto weas ~~sold~~an ~~2,942,548~~exhibit. ~~Series~~Mr. BRandall ~~Preferred~~Menscer, ~~shares~~the ~~for~~president ~~gross~~and ~~Offering~~sole ~~proceeds~~shareholder of ~~$2,952,548. Each~~Star ~~shares~~Leasing ofprior ~~Series~~to Bthe ~~Preferred~~acquisition is ~~convertible~~a ~~into~~director ~~one shares~~ of ~~our~~the ~~common stock~~Company.

InThe ~~connection~~Company ~~with~~finalized the ~~Offering~~purchase as effective on January 1, we2010. Star ~~compensated~~Leasing ~~the~~has ~~placement~~been ~~agent~~operating ~~with~~as aour ~~cash~~subsidiary ~~commission~~since January 1, 2010 and, accordingly, the results of ~~10%~~operations of Star Leasing, Inc. have been included in the ~~aggregate~~Company’s ~~amount~~consolidated ~~raised,~~financial ~~approximately~~statements ~~$295,255~~subsequent ~~and~~to ~~issued~~the itdate ~~295~~of acquisition. See the Company’s Quarterly Report on Form 10-Q for the period ended March 31,~~255~~ ~~shares~~2010, offiled ~~our~~on ~~restricted~~June ~~common~~21, ~~stock~~2010.

~~For~~ITEM ~~these issuances, Pacific relied on the exemption from federal registration under Section 4(2) of the Securities Act of 1933~~3. ~~Pacific~~02. ~~relied~~Unregistered onSales this exemption based on the fact that persons being issued such shares were either accredited investors or persons who had knowledge and experience in financial and business matters such that each was capable of ~~evaluating~~Equity ~~the risks of the investment in Pacific.~~Securities

~~SIGNATURES~~See Item 2.01 above.

~~Pursuant~~For tothese issuances, Pacific relied on the ~~requirements~~exemption from federal registration under Section 4(2) of the Securities ~~Exchange~~ Act of ~~1934,~~1933. Pacific asrelied ~~amended,~~on this exemption based on the ~~Registrant~~fact ~~has~~that ~~duly~~the ~~caused~~issuance ~~this~~of ~~report~~shares was pursuant to bea ~~signed~~private ontransaction ~~its~~and ~~behalf~~the bypersons being issued such shares were either accredited investors or persons who had knowledge and experience in financial and business matters such that each was capable of evaluating the ~~undersigned~~risks ~~hereunder~~of ~~duly~~the ~~authorized~~investment in Pacific.

~~Dated: February~~ITEM 4,9.01 ~~2010~~Financial Statements and Exhibits

~~PACIFIC ALLIANCE CORPORATION~~No.

~~By: /S/ Steven Clark~~Description

~~Steven Clark~~10

~~Chief~~Agreement ~~Executive~~and ~~Officer/President~~Plan of Merger dated October 1, 2009

99.1

Star Leasing audit opinion

99.2

Star Leasing audited financial statements for the years ended December 31, 2009 and 2008

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