UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
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) August
2, 2005
PACIFIC
ALLIANCE CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
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33-08732-D
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87-0445894-9
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1661
Lakeview Circle, Ogden, UT
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84401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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 (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
4.01 Changes In Registrant’s Certifying Accountant
(a) Previous
principal accountant to audit financial statements.
(i) On
August
2, 2005, Pacific Alliance Corporation (the “Registrant”) dismissed HJ &
Associates, LLC (“HJ”) as its principal accountant to audit its financial
statements. HJ audited the Registrant’s financial statements for the year ended
December 31, 2004, but did not audit the Registrant’s financial statements for
any other period.
(ii)
HJ’s
report on the financial statements of the Registrant for the past year did
not
contain an adverse opinion or a disclaimer of opinion, and was not qualified
or
modified as to uncertainty, audit scope or accounting principles. The opinion
of
HJ on the Auditor’s financial statement did contain a going concern
qualification.
(iii)
The
Board
of Directors of the Registrant serves as its audit committee and the Board
of
Directors of the Registrant approved the change in principal accountant to
audit
the Registrant’s financial statements.
(iv) During
the most recent fiscal year ended December 31, 2004 and the subsequent
period to and including August 2, 2005, there have been no disagreements
between
HJ and the Registrant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if
not
resolved to the satisfaction of HJ, would have caused it to make a reference
to
the subject matter of any such disagreement with its report.
(b) New
principal accountant to audit financial statements.
On
July
27, 2005, the Registrant engaged Spector & Wong, LLP (“Spector”) as its
principal accountant to audit the Registrant’s financial statements. During the
two most recent fiscal years ended December 31, 2004 and the subsequent
period to and including July 27, 2005, the Registrant has not consulted
with Spector regarding any of the following: (1) the application of
accounting principles to a specified transaction, either completed or proposed;
(2) the type of audit opinion that might be rendered on the Registrant’s
respective financial statements, and neither a written report nor oral advice
was provided to the Registrant that Spector concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue, or (3) any other matter
(c)
HJ
letter.
The
Registrant delivered a copy of this Report on Form 8-K to HJ on August 3,
2005
and requested that a letter addressed to the Securities and Exchange Commission
be provided stating whether or not HJ agrees with the statements made by
the
Registrant herein and, if not, stating the respects in which it does not
agree.
A copy of such letter is attached hereto as an exhibit.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
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Dated:
August 3, 2005
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PACIFIC
ALLIANCE CORPORATION
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By:
/s/ Mark A. Scharmann
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President
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