Pacific Alliance Corporation Form 8-A 2/2/06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


PACIFIC ALLIANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
  
87-0445894-9
  
 
(State of Incorporation or Organization)
  
(IRS Employer Identification No.)
  
         
 
1661 Lakeview Circle, Ogden, UT
  
84401
  
 
(Address of Principal Executive Offices)
  
(Zip Code)
  

Securities to be registered pursuant to Section 12 (b) of the Act:

 
Title of each class to be so registered
  
Name of each exchange on which each
is to be registered
     
     
     

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x

Securities Act registration statement file number to which this form relates: not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

common stock $.001 par value.
(Title of class)



INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Our Certificate of Incorporation authorizes the issuance of 30,000,000 shares of common stock, $.001 par value per share. As of the date of this Registration Statement on Form 8-A, there are 15,223,500 common shares issued and outstanding. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 percent of the Shares voted for the election of directors can elect all of the directors. The holders of Common Stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. In the event of our liquidation, dissolution, or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. The holders of Common Stock do not have preemptive rights. In the future, preemptive rights may be granted by way of amendment of our articles of incorporation, which would require a vote by the board of directors and shareholders on such matter.

Item 2. Exhibits.

Exhibit No.
Exhibit
   
Restated Certificate of Incorporation - attached hereto
Bylaws - attached hereto
4.0
Specimen stock certificate (incorporated by reference herein from Exhibit 4.2 to Form S-18 Registration No. 33-78910-C)




SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, he registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: February 2, 2006
PACIFIC ALLIANCE CORPORATION
   
 
By: /s/ Mark A. Scharmann
 
President


 
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