Exhibit 31.2
Form 10-KSB
Pacific Alliance Corporation
File No. 33-78910-C

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David Knudson,  Principal Financial Officer of Pacific Alliance  Corporation,
certify that:

     1. I have reviewed  this annual  report on Form 10-KSB of Pacific  Alliance
Corporation;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

          a) designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the period in which this  annual  report is
     being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and  procedures and presented in this annual report our  conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

          c)  disclosed  in this  annual  report any change in the  registrant's
     internal  control  over  financial   reporting  that  occurred  during  the
     registrant's most recent fiscal quarter that has materially affected, or is
     reasonably likely to materially affect,  the registrant's  internal control
     over financial reporting; and



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     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

          a) all significant  deficiencies and material weaknesses in the design
     or  operation  of internal  controls  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.

Dated:     April 23, 2004                 By: /s/ David Knudson
                                              ----------------------------------
                                              David Knudson
                                              Principal Financial Officer












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