______________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 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): January 310, ~~2011~~2012

PACIFIC ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

~~Delaware (State or other jurisdiction of incorporation) 000-51777 (~~Commission File Number): 87000-~~0445849 (IRS Employer ID No.)~~51777

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

DELAWARE

(State or other jurisdiction of incorporation) (I.R.S. Employerof incorporation)

87-0445849

(I.R.S. Employer Identification No.)

160 North 400 West

NORTH SALT LAKE, UTAH

(Address of principal executive offices)

84054

(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~office~~area code: (801) 621-5200

~~Registrant's telephone number, including area code: 801-621-5200~~N/A

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

986 WEST 2ND STREET, BUILDING 12-A, BAY 6, OGDEN, UT 84404

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)~~

[Written ]communications ~~Soliciting material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

[ ] ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

[Soliciting ]material ~~Pre-commencement communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item 4.01 Changes in Registrant’s Certifying Accountant.~~[ ]

~~(a)~~Pre-commencement Oncommunications ~~January~~pursuant 3,to ~~2011,~~Rule ~~Pacific Alliance Corporation~~ 14d-2(~~the “Registrant”~~b) ~~dismissed~~under ~~Gumbiner~~the ~~Savett,~~Exchange ~~Inc.~~Act (~~“Gumbiner”)~~17 asCFR ~~the Registrant’s independent registered public accounting firm~~240. ~~The decision to dismiss Gumbiner was approved by the Registrant’s board of directors on January 3, 2011.~~14d-2(b))

Gumbiner had been retained by the Registrant on July 29, 2010, replacing Spector & Associates, LLP (“Spector”), the Registrant’s then independent registered public accounting firm. During the time of Gumbiner’s engagement as the Registrant’s independent registered public accounting firm, Gumbiner did not issue any reports on the Registrant’s financial statements. [ ]

~~During~~Pre-commencement ~~the~~communications ~~engagement~~pursuant ~~period (July 29, 2010~~ to ~~January~~Rule ~~3, 2011)~~ 13e-4(ic) ~~there~~under ~~were no disagreements between~~ the ~~Registrant~~Exchange ~~and~~Act Gumbiner on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Gumbiner, would have caused Gumbiner to make reference to the matter in a report on the Registrant’s financial statements; and (~~ii)~~17 ~~there~~CFR ~~were no reportable events as the term described in Item 304~~240.13e-4(ac)(1)~~(v) of Regulation S-K.~~

The Registrant has requested Gumbiner 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 January 4, 2011, is filed herewith as Exhibit 16.1 and incorporated herein by reference.______________________________________________________________________________

~~(b)~~Section On5 ~~January~~– 3,Corporate ~~2011,~~Governance the Registrant engaged HJ & Associates, LLC (“HJ”) to serve as the Registrant’s independent registered public accounting firm for the year ending December 31, 2010. During the past two fiscal years ended December 31, 2009 and 2008, and from December 31, 2009 to January 3, 2011, the Registrant did not consult with HJ regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant’s financial statements. The decision to engage HJ was approved by the Registrant’s board of directors on January 3, 2011.Management

Item 95.~~01 Financial Statements and Exhibits~~02

~~16.1 Letter~~Departure ~~from~~of ~~Gumbiner~~Directors ~~Savett,~~or ~~Inc.~~Certain toOfficers; ~~the~~Election ~~Securities~~of ~~and~~Directors; ~~Exchange~~Appointment ~~Commission~~of ~~dated~~Principal ~~January~~Officers; 4,Compensatory ~~2011.~~Arrangements of Certain Officers

~~SIGNATURES~~(a)(1)

~~Pursuant~~Not ~~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.~~Applicable

~~Dated: January 5, 2011~~(a)(2)

~~PACIFIC~~Not ~~ALLIANCE CORPORATION~~Applicable

~~By: /S/ Steven Clark~~(a)(3)

~~Steven~~Not ~~Clark~~Applicable

~~Chief Executive Officer/President~~(b)

Effective January 10, 2012, David Knudson resigned as a Director and Secretary of the Company. Effective January 10, 2012, Dan Price resigned as a Director of the Company.

(c)(1)

Not Applicable

(c)(2)

Not Applicable

(c)(3)

Not Applicable

(d)

No persons have been appointed to fill the vacancies created by these resignations.

(d)(1)

Not Applicable

(d)(2)

Not Applicable

(d)(3)

Not Applicable

(d)(4)

Not Applicable

(d)(5)

Not Applicable

(e)

None

(f)

Not Applicable.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of businesses acquired.

Not Applicable

(b)

Proforma financial information.

Not Applicable

(c)

Shell company transactions.

Not Applicable

(d)

Exhibits.


Exhibit No.	Description

N/A	None

SIGNATURES

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

PACIFIC ALLIANCE CORPORATION

(Registrant)

Dated: January 17, 2012

By:

/S/ Steven Clark

Name:

Steven Clark

Title:

Chief Executive Officer and President

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