U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       Commission file number 33-78910 -C

                          PACIFIC ALLIANCE CORPORATION
                          ----------------------------
             (Name of Small Business Issuer as specified in its charter)

             Delaware                                         87-044584-9
  -------------------------------                         -------------------
  (State or other jurisdiction of                         (I.R.S. employer
   incorporation or organization                          identification No.)
                                1661 Lakeview Circle
                                Ogden, UT 84403
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (801) 399-3632

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

    Securities registered pursuant to Section 12(g) of the Exchange Act :None

     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes X No.

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

     The Issuer's revenues for the fiscal year ended December 31, 2003 were -0-.

     As of April 23, 2004,  14,345,000  shares of the Issuer's common stock were
issued and  outstanding of which  6,793,671 were held by  non-affiliates.  As of
April 21, 2004, there was no active market in the Issuers securities.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


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                               TABLE OF CONTENTS


                                                                            Page
PART I
Item 1.    Description of Business............................................ 2
Item 2.    Properties.........................................................10
Item 3.    Legal Proceedings..................................................10
Item 4.    Submission of Matters to a Vote of Security Holders................10


PART II
Item 5.    Market for the Registrant's Common Stock and Related Security
           Holder Matters.....................................................10
Item 6.    Management's Discussion and Analysis of Financial Condition and
           Results of Operation...............................................14
Item 7.    Financial Statements...............................................22
Item 8.    Changes and Disagreements with Accountants on Accounting and
           Financial Disclosure...............................................34
Item 8A.   Controls and Procedures............................................34

PART III
Item 9 .   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................34
Item 10.   Executive Compensation.............................................36
Item 11.   Security Ownership of Certain Beneficial Owners and Management.....38
Item 12.   Certain Relationships and Related Party Transactions...............39
Item 13.   Exhibits, Financial Statements, Schedules and Reports on Form 8-K..40
Item 14.   Principal Accounting Fees and Services.............................41


                                    PART I

Disclosure Regarding Forward Looking Statements

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for forward looking statements.  Certain information in this Form 10-KSB
include information that is forward looking, such as the Company's opportunities
to tax obligations,  its anticipated  liquidity and capital requirements and the
results  of legal  proceedings.  The  matters  referred  to in  forward  looking
statements  could be  affected  by the risks and  uncertainties  involved in the
Company's business.  These risks and uncertainties  include, but are not limited
to,  certain other risks  described in Item 1 and in Item 7 of this  Form10-KSB.
Subsequent  written and oral  forward  looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by the  cautionary  statements in this  paragraph and elsewhere in this
Form 10-KSB.

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ITEM 1.  DESCRIPTION OF BUSINESS

General

     Pacific  Alliance  Corporation  (the  "Company") is a Delaware  corporation
which is currently inactive.  The Company was previously engaged in the business
of distributing television programming.  On June 23, 1995, the Company filed for
protection  under Chapter 11 of the United States  Bankruptcy Code (Case No. BK.
No. SV  95-14737  KL).  On May 28, 1997 (the  "Confirmation  Date"),  the United
States  Bankruptcy  Court for the Central  District of California  Confirmed the
Company's  Modified  Plan of  Reorganization  (the  "Plan")  and  First  Amended
Disclosure  Statement (the  "Disclosure  Statement").  The Effective Date of the
Plan was June 8,  1997.  The  Company's  current  business  plan calls for it to
locate and acquire an operating  company.  Currently,  we are a "shell"  company
conducting  virtually  no  business  operation,  other than our  efforts to seek
merger  partners or acquisition  candidates.  We have no full time employees and
own no real estate.

History

     The Company was  organized on April 22, 1986 under the laws of the State of
Utah under the name of Kaiser  Research,  Inc. On December 2, 1994,  the Company
changed its domicile  from the State of Utah to the State of Delaware  through a
reincorporation  merger.  In order to effect  the  reincorporation  merger,  the
Company  formed a wholly-owned  subsidiary  under Delaware law under the name of
PACSYND,  Inc.  After the  change  of the  Company's  domicile,  it  acquired  a
privately  held  corporation  ("Private  PSI") in a merger  transaction,  and in
connection  therewith,  the Company's  name was changed to Pacific  Syndication,
Inc.

     After the  acquisition  of Private PSI in December  1994,  and prior to its
filing of a Petition  under  Chapter 11, the Company was engaged in the business
of  transmitting  television  programming to television  stations and others via
satellite or land deliveries on behalf of production companies,  syndicators and
other distributors of television  programming.  Although the Private PSI was not
the survivor of the Merger, and did not exist after the Merger,  pursuant to the
accounting requirements of the Securities and Exchange Commission the Merger was
treated as a "reverse merger" and, solely for accounting  purposes,  Private PSI
was deemed to be the survivor.

      Private PSI was formed under the laws of the State of Delaware in December
1991. Private PSI was formed to engage in the business of providing a variety of
television industry related services to its clients. Such services included, but
were not limited to, video tape duplication, standards conversion and delivery
of television programming by way of conventional carriers (such as UPS, Airborne
and Federal Express) and by satellite or fiber optic transmission.

     Private  PSI  provided  its  clients   (primarily   television   producers,
programmers  and  syndicators)  with  several  related but  different  services,
including distribution of syndicated programming to television stations, program
mastering  and standards  conversion,  infomercial  customization  and delivery,

                                       2

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master  tape  and  film  storage,   library  distribution   services  and  video
integration and delivery  services.  Private PSI developed its own tape tracking
and vault library  management system and a system for infomercial  customization
and voice-over integration.

     From its inception, Private PSI was undercapitalized. It funded its initial
operations  through the  factoring of its accounts  receivable.  The Company was
unable to commence  operations in the television  programming  services business
and  ultimately,  substantially  all of its assets were sold and it discontinued
its operations.

Chapter 11 Plan of Reorganization

     On June 23, 1995, the Company filed a Petition under Chapter 11 of the U.S.
Bankruptcy  Code. As of December  1995, the Company had sold most of its assets,
reduced  its debt and  terminated  its  operations.  By that date,  there was no
trading  market in the  Company's  securities.  In 1996,  Troika  Capital,  Inc.
("Troika"),  a Utah  corporation,  agreed to assist the Company in  developing a
Plan of  Reorganization  which would provide the Company,  its  shareholders and
creditors  with at  least  a  possibility  of  recouping  all or  some of  their
investment in the Company or the debts owed to them by the Company.  Troika is a
privately-owned  Utah  corporation  which has been  involved in various  company
formations, mergers and financings.

     Mark A.  Scharmann,  the President of Troika,  and now the President of the
Company,  and his affiliates,  were shareholders of the Company and creditors of
the Company at the time the Company  commenced its  bankruptcy  proceeding.  Mr.
Scharmann  was a founder of the Company in 1986 and was an original  shareholder
of the Company.  At the time the Company acquired Private PSI, he resigned as an
officer and director of the Company but remained a shareholder  and later became
a creditor of the Company.  Many of the investors in the Company are friends and
acquaintances  of Mr.  Scharmann.  The  Company  believed  that  if it  were  to
liquidate, there would be a total loss to creditors and shareholders. Because of
his own equity and debt  investment in the Company,  and his  relationship  with
other shareholders and creditors of the Company,  Mr. Scharmann agreed,  through
Troika,  to develop a business plan for the Company and to attempt to assist the
Company in carrying out such plan.

     The  Plan  of  Reorganization  developed  for the  Company  by  Troika  was
essentially as follows:

     1.   Eliminate  all  non-tax   liabilities  of  the  Company   through  the
          conversion of debt into equity.

     2.   Replace the current  officers  and  directors  of the Company with new
          management. The new management includes the following: Mark Scharmann,
          Dan Price and David Knudson.

     3.   File all required Securities and Exchange Commission reports which may
          be  necessary to bring the Debtor  current in its filing  requirements
          under Section 15(d) of the 1934 Act. File all SEC reports which become
          due in the future.

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     4.   File any tax returns  which are in arrears and file all  required  tax
          returns and reports which become due in the future.

     5.   Use existing cash of the Company to pay quarterly tax payments and for
          working capital.

     6.   Prepare and bring current, the financial statements of the Company

     7.   Attempt  to raise  additional  cash to be used to fund  quarterly  tax
          payments and for working capital.

     8.   Locate a  private-company  which is seeking to become a public company
          by merging with the Company.

     9.   Assist the Company in completing any merger which is located and which
          the Board of Directors deems appropriate.

     10.  Assist the post-merged company with shareholder  relations,  financial
          public  relations  and with  attempts to interest a  broker-dealer  in
          developing a public market for the Company's  common stock so that the
          Company's  shareholders  (including creditors whose debt was converted
          into  shares of the  Company's  common  stock) may  ultimately  have a
          opportunity  to  liquidate  their  shares  for  value in  market or in
          privately negotiated transactions.

     The Plan and Disclosure  Statement was confirmed by the Bankruptcy Court on
May 28, 1997. The Effective Date of the Plan was June 8, 1997.

Post Confirmation Date Activities

     Since the  Confirmation  of the Plan of  Reorganization  the following have
occurred:

     1.   Pre-Confirmation  Date  non-tax  debt in the  amount of  approximately
          $1,458,000 was converted  into 1,458,005  shares of the Company common
          stock.

     2.   The Company completed its audited  financial  statements for the years
          ended December 31, 1995 through 2003.

     3.   Tax  liabilities  to the  Internal  Revenue  Service of  approximately
          $269,093 had been reduced to $92,398 as of December 31, 2003.

     4.   The  Company  effected  a  1-for-6  reverse  split  of its  issued  an
          outstanding  common  stock  in  order to  establish  a more  desirable
          capital structure for potential merger partners.

     5.   The Company changed its name to Pacific Alliance Corporation.

                                       4

<PAGE>

     6.   The Company obtained the preliminary  agreement of a registered-broker
          to make a market in the Company's common stock.

     7.   The Company filed an application for approval of secondary  trading in
          its common stock with the Division of Securities of the State of Utah.
          An Order Granting such  application was issued by the Utah Division of
          Securities which was effective through March 31, 1999.

     8.   The  Company  prepared  and filed Form  10-KSB's  for the years  ended
          December 31, 1996 - 2002 and with this Form 10-KSB, for the year ended
          December 31, 2003.

     9.   Effective February 22, 2000 - the Bankruptcy Court entered an Order of
          Final Decree closing the Bankruptcy Case.

Business Plan

     The  Company's  current  business  plan is to  serve as a  vehicle  for the
acquisition of, or the merger or  consolidation  with another company (a `Target
Business").  The Company intends to utilize its limited  current assets,  equity
securities, debt securities,  borrowings or a combination thereof in effecting a
Business  Combination  with a Target  Business  which the Company  believes  has
significant growth potential. The Company's efforts in identifying a prospective
Target Business are expected to emphasize  businesses  primarily  located in the
United  States;  however,  the  Company  reserves  the right to acquire a Target
Business  located  primarily  elsewhere.  While the Company may,  under  certain
circumstances,  seek to effect Business  Combinations  with more than one Target
Business,  as a  result  of its  limited  resources  the  Company  will,  in all
likelihood, have the ability to effect only a single Business Combination.

     The Company may effect a Business  Combination with a Target Business which
may be financially  unstable or in its early stages of development or growth. To
the  extent  the  Company  effects a  Business  Combination  with a  financially
unstable  company  or an  entity  in its early  stage of  development  or growth
(including  entities  without  established  records of revenue or  income),  the
Company  will become  subject to numerous  risks  inherent in the  business  and
operations of financially  unstable and early stage or potential emerging growth
companies.  In  addition,  to the  extent  that the  Company  effects a Business
Combination with an entity in an industry characterized by a high level of risk,
the Company will become subject to the currently  unascertainable  risks of that
industry.  An  extremely  high level of risk  frequently  characterizes  certain
industries which experience rapid growth.  Although  management will endeavor to
evaluate the risks inherent in a particular  industry or Target Business,  there
can be no  assurance  that the Company  will  properly  ascertain  or assess all
risks.

     Probable  Lack of  Business  Diversification.  As a result  of the  limited
resources of the Company, the Company, in all likelihood,  will have the ability
to effect only a single Business Combination. Accordingly, the prospects for the

                                       5

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Company's  success will be entirely  dependent upon the future  performance of a
single  business.  Unlike certain entities that have the resources to consummate
several Business  Combinations or entities  operating in multiple  industries or
multiple  segments of a single  industry,  it is highly  likely that the Company
will not have the  resources to  diversify  its  operations  or benefit from the
possible spreading of risks or offsetting of losses. The Company's probable lack
of diversification may subject the Company to numerous economic, competitive and
regulatory developments,  any or all of which may have a material adverse impact
upon the  particular  industry in which the Company  may operate  subsequent  to
consummation of a Business Combination.  The prospects for the Company's success
may become  dependent upon the  development or market  acceptance of a single or
limited number of products, processes or services. Accordingly,  notwithstanding
the possibility of capital investment in and management assistance to the Target
Business by the Company, there can be no assurance that the Target Business will
prove to be commercially viable.

     No Independent Appraisal of Potential Acquisition  Candidates.  The Company
does not anticipate that it will obtain an independent appraisal or valuation of
a Target Business. Thus, stockholders of the Company will need to rely primarily
upon  management  to evaluate a prospective  Business  Combination.  However,  a
Business  Combination  will not be  consummated  unless  it is  approved  by the
stockholders of the Company.

     Limited Ability to Evaluate  Management of a Target  Business.  The role of
the present management of the Company, following a Business Combination,  cannot
be stated with any certainty. Although the Company intends to scrutinize closely
the  management  of  a  prospective  Target  Business  in  connection  with  its
evaluation of the  desirability  of effecting a Business  Combination  with such
Target Business, there can be no assurance that the Company's assessment of such
management  will prove to be correct.  While it is possible  that certain of the
Company's  directors or its executive  officers  will remain  associated in some
capacities with the Company following consummation of a Business Combination, it
is unlikely that any of them will devote a substantial  portion of their time to
the  affairs  of the  Company  subsequent  thereto.  Moreover,  there  can be no
assurance  that such  personnel  will have  significant  experience or knowledge
relating to the operations of the particular  Target Business.  The Company also
may seek to recruit additional  personnel to supplement the incumbent management
of the Target Business. There can be no assurance that the Company will have the
ability to recruit additional  personnel or that such additional  personnel will
have the requisite  skills,  knowledge or  experience  necessary or desirable to
enhance the incumbent  management.  In addition,  there can be no assurance that
the  future   management  of  the  Company  will  have  the  necessary   skills,
qualifications  or abilities to manage a public company intending to embark on a
program of business development.

     Selection of a Target Business and  Structuring of a Business  Combination.
Management of the Company will have  substantial  flexibility in identifying and
selecting a prospective  Target  Business  within the specified  businesses.  In
evaluating a prospective Target Business,  management will consider, among other
factors,  the  following:  (i) costs  associated  with  effecting  the  Business
Combination;  (ii) equity  interest in and opportunity for control of the Target
Business;  (iii) growth  potential of the Target  Business;  (iv) experience and
skill of  management  and  availability  of  additional  personnel of the Target

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Business;  (v) capital  requirements of the Target  Business;  (vi)  competitive
position  of the  Target  Business;  (vii)  stage of  development  of the Target
Business;  (viii) degree of current or potential market acceptance of the Target
Business; (ix) proprietary features and degree of intellectual property or other
protection of the Target  Business;  (x) the financial  statements of the Target
Business;  and (xi) the  regulatory  environment  in which the  Target  Business
operates.

     The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular  Target  Business  will be based,  to the
extent  relevant,  on the above factors as well as other  considerations  deemed
relevant by  management  in  connection  with  effecting a Business  Combination
consistent  with the  Company's  business  objectives.  In  connection  with its
evaluation of a prospective Target Business, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent  management and inspection of facilities,  as well as a review of
financial,  legal and other  information  which  will be made  available  to the
Company.

     The time and  costs  required  to select  and  evaluate  a Target  Business
(including  conducting a due diligence  review) and to structure and  consummate
the  Business  Combination   (including   negotiating  relevant  agreements  and
preparing requisite documents for filing pursuant to applicable  securities laws
and state "blue sky" and corporation  laws) cannot presently be ascertained with
any degree of certainty.  The Company's current executive officers and directors
intend  to devote  only a small  portion  of their  time to the  affairs  of the
Company and,  accordingly,  consummation of a Business Combination may require a
greater period of time than if the Company's  management devoted their full time
to the Company's affairs. However, each officer and director of the Company will
devote such time as they deem reasonably necessary to carry out the business and
affairs of the Company,  including the evaluation of potential Target Businesses
and the negotiation of a Business  Combination  and, as a result,  the amount of
time devoted to the  business and affairs of the Company may vary  significantly
depending upon, among other things,  whether the Company has identified a Target
Business  or is engaged in active  negotiation  of a Business  Combination.  Any
costs  incurred  in  connection  with the  identification  and  evaluation  of a
prospective Target Business with which a Business  Combination is not ultimately
consummated  will  result in a loss to the  Company  and  reduce  the  amount of
capital  available  to  otherwise  complete  a Business  Combination  or for the
resulting entity to utilize.

     The Company  anticipates that various prospective Target Businesses will be
brought  to  its  attention  from  various  non-affiliated  sources,   including
securities  broker-dealers,  investment bankers,  venture capitalists,  bankers,
other members of the  financial  community and  affiliated  sources,  including,
possibly, the Company's executive officer, directors and their affiliates. While
the  Company has not yet  ascertained  how,  if at all,  it will  advertise  and
promote  itself,  it may elect to publish  advertisements  in financial or trade
publications seeking potential business acquisitions. While the Company does not
presently anticipate engaging the services of professional firms that specialize
in finding business acquisitions on any formal basis (other than the independent
investment  banker),  the Company may engage such firms in the future,  in which
event the Company may pay a finder's fee or other compensation.

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     As a  general  rule,  Federal  and state  tax laws and  regulations  have a
significant  impact upon the structuring of business  combinations.  The Company
will  evaluate  the  possible  tax  consequences  of  any  prospective  Business
Combination  and will  endeavor  to  structure a Business  Combination  so as to
achieve the most favorable tax treatment to the Company, the Target Business and
their  respective  stockholders.  There can be no  assurance  that the  Internal
Revenue Service or relevant state tax authorities will ultimately  assent to the
Company's tax treatment of a particular consummated Business Combination. To the
extent the  Internal  Revenue  Service  or any  relevant  state tax  authorities
ultimately  prevail  in  recharacterizing   the  tax  treatment  of  a  Business
Combination,  there may be adverse tax  consequences to the Company,  the Target
Business and their respective stockholders.  Tax considerations as well as other
relevant  factors will be evaluated in  determining  the precise  structure of a
particular Business  Combination,  which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

     There currently are no limitations on the Company's ability to borrow funds
to effect a Business  Combination.  However, the Company's limited resources and
lack of operating  history may make it difficult to borrow funds. The amount and
nature of any borrowings by the Company will depend on numerous  considerations,
including the Company's capital  requirements,  potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company does not have any arrangements with any bank or financial institution to
secure additional financing and there can be no assurance that such arrangements
if  required or  otherwise  sought,  would be  available  on terms  commercially
acceptable or otherwise in the best  interests of the Company.  The inability of
the  Company  to  borrow  funds  required  to effect or  facilitate  a  Business
Combination,  or to provide funds for an  additional  infusion of capital into a
Target Business,  may have a material adverse effect on the Company's  financial
condition  and  future  prospects,  including  the  ability to effect a Business
Combination.  To  the  extent  that  debt  financing  ultimately  proves  to  be
available, any borrowings may subject the Company to various risks traditionally
associated with indebtedness,  including the risks of interest rate fluctuations
and  insufficiency  of cash flow to pay principal and interest.  Furthermore,  a
Target Business may have already incurred debt financing and, therefore, all the
risks inherent thereto.

Competition

     The Company expects to encounter  intense  competition  from other entities
having  business  objectives  similar  to that  of the  Company.  Many of  these
entities are well  established and have extensive  experience in connection with
identifying and effecting business  combinations directly or through affiliates.
Many of these competitors possess greater financial,  technical, human and other
resources  than the Company and there can be no assurance  that the Company will
have the ability to compete successfully. The Company's financial resources will
be limited in  comparison  to those of many of its  competitors.  Further,  such
competitors  will  generally not be required to seek the prior approval of their
own  stockholders,  which may enable them to close a Business  Combination  more
quickly than the Company.  This inherent  competitive  limitation may compel the
Company to select certain less attractive Business Combination prospects.  There

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can be no assurance  that such  prospects will permit the Company to satisfy its
stated business objectives.

Uncertainty of Competitive Environment of Target Business

     In the event that the Company succeeds in effecting a Business Combination,
the Company will, in all likelihood,  become subject to intense competition from
competitors of the Target  Business.  In particular,  certain  industries  which
experience  rapid  growth  frequently  attract an  increasingly  large number of
competitors   including   competitors  with  increasingly   greater   financial,
marketing,  technical, human and other resources than the initial competitors in
the  industry.  The degree of  competition  characterizing  the  industry of any
prospective  Target  Business cannot  presently be ascertained.  There can be no
assurance that, subsequent to a Business Combination,  the Company will have the
resources  to compete  effectively,  especially  to the  extent  that the Target
Business is in a high-growth industry.

Certain Securities Laws Considerations

     Under  the  Federal   securities   laws,   public  companies  must  furnish
stockholders   certain   information  about  significant   acquisitions,   which
information may require  audited  financial  statements for an acquired  company
with respect to one or more fiscal  years,  depending  upon the relative size of
the  acquisition.  Consequently,  the  Company  will  only be able to  effect  a
Business  Combination  with a  prospective  Target  Business  that has available
audited financial statements or has financial statements which can be audited.

Shareholder Approval

     The Company  will not effect any merger  unless it first  obtains  approval
from its shareholders.  In connection with obtaining  shareholder  approval of a
proposed  merger,  the Company  will  distribute  a Proxy,  Notice of Meeting of
Stockholders and Proxy Statement which contains  information  about the proposed
acquisition transaction.  Such information will likely include audited financial
statements and other financial  information  about the acquisition  target which
meets the requirements of Form 8-K as promulgated under the Securities  Exchange
of 1934,  as  amended,  resumes of  potential  new  management,  description  of
potential risk factors which  shareholders  should  consider in connection  with
their  voting on the  proposed  acquisition  and a  description  of the business
operations of the acquisition target.

     Troika and its  affiliate  will vote all of their  shares of the  Company's
common  stock for or against  any merger  proposal  in the same ratio  which the
shares  owned  by  other   shareholders  are  voted.   This  will  permit  other
shareholders to be able to effectively  determine  whether the Company  acquires
any particular Operating Company. The merger will be effected only if a majority
of the other shareholders attending the meeting of shareholders in person and/or
by proxy,  vote in favor of such proposed  merger.  The shares of Troika and its
affiliates  will be included  for  purposes of  determining  whether a quorum of
shareholders is present at the meeting.

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Employees

     As of the date of this Prospectus, the Company has no full time employees.


ITEM 2.  PROPERTIES

     The Company's offices are located at 1661 Lakeview Circle, Ogden, UT 84403.
The Company, pursuant to an oral agreement,  utilizes an office at the residence
of Mark A. Scharmann, a stockholder of the Company and the Company's President.

ITEM 3.  LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were presented to the Company's  Shareholders  for a vote during
the last quarter of 2003.

                                    PART II

ITEM 5. MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED  SECURITY  HOLDER
MATTERS

     There is no active  market for the Company's  common  stock.  The Company's
common stock is sporadically  traded on a workout basis in the  over-the-counter
market.

Shares Issued in Unregistered Transactions

Shares Issued Prior to Confirmation Date

     Immediately   prior  to  the   confirmation   of  the  Company's   Plan  of
Reorganization  by the Bankruptcy  Court on May 28, 1997,  there were a total of
12,594,422 shares of the Company's common stock issued and outstanding. The Plan
of  Reorganization,  called  for a  1-for-6  reverse  split  of the  issued  and
outstanding shares which reduced the 12,594,422 shares to 2,099,125 shares.

Shares Issued to Troika

     Pursuant to the Plan of  Reorganization,  5,000,000 shares of the Company's
common stock,  calculated  after the reverse stock split,  were issued to Troika
Capital Investment.  The shares issued to Troika were issued pursuant to Section
4(2) of the Securities Act of 1993, as amended (the "Securities Act").

                                       10

<PAGE>

Shares Issued to Creditors

     A total 1,458,005  shares of the Company's common stock  (calculated  after
the 1-for-6  reverse stock split) were issued to creditors  pursuant to the Plan
of  Reorganization.  In exchange for every $1.00 of Allowed Unsecured Claims (as
defined in the Plan of Reorganization) a creditor was issued one share of common
stock,  one  Class A  Warrant  and One  Class B  Warrant.  Each  Class A Warrant
entitles the holder to purchase one share of the Company's common stock at $2.50
per share for a period of three years  commencing on the  Effective  Date of the
Plan.  Class A Warrants  expired in 2000 and none were  exercised.  Each Class B
Warrant  entitles the holder to purchase one share of the Company's common stock
at $5.00 per share for a period of five years  commencing on the Effective  Date
of the Plan.  The  Effective  Date of the Plan was June 8, 1997.  The  1,458,005
shares and the Class A and Class B Warrants issued to claim holders, were issued
under Section 1145 of the United States  Bankruptcy  Code (the "Code").  Section
1145 provides that the securities  registration  requirements of federal,  state
and  local  laws do not  apply to the  offer or sale of  securities  issued by a
debtor  (or its  successor)  if (i) the  offer  or sale  occurs  under a plan of
reorganization   and  (ii)  the  securities  are  transferred  in  exchange  (or
principally  in  exchange)  for a  claim  against  or  interest  in the  debtor.
Accordingly,  under  Section  1145 of the Code,  the issuance of common stock in
exchange  for a Claim  against  the  Company  was exempt  from the  registration
requirements  of Section 5 of the  Securities Act of 1933, as amended (the "1933
Act")  and from the  registration  requirements  of any state  securities  laws.
Approximately 86 creditors were issued shares in exchange for claims against the
Company.

     Resales  or  Transfers  of  Plan  Securities.  Any  person  who  is  not an
"underwriter"  under  Section 1145 of the Code or a "dealer"  under the 1933 Act
and who transfers  shares received under the Plan ("Plan  Securities")  need not
comply  with the  registration  requirements  of the  1933  Act or of any  state
securities laws. The term "underwriter",  as used in Section 1145, includes four
categories  of persons,  which are referred to in this  Disclosure  Statement as
"Controlling   Persons",   "Accumulators",   "Distributors"  and  "Syndicators".
"Dealers" and the four types of underwriters are discussed below.

          a. Controlling Persons.  "Controlling  Persons" are persons who, after
     the Effective Date, have the power,  whether direct or indirect and whether
     formal  or  informal,  to  control  the  management  and  policies  of  the
     reorganized debtor.  Whether a person has such power depends on a number of
     factors,  including the person's equity in the reorganized  debtor relative
     to other equity holders, and whether the person, acting alone or in concert
     with others,  has a contractual  or other  relationship  giving that person
     power over management policies and decisions. In order to transfer the Plan
     Securities without registration,  a Controlling Person would be required to
     comply  with the  restrictions  set forth in SEC Rule 144,  other  than the
     holding period requirement set forth in that Rule. The restrictions of Rule
     144 are complicated. In general, in order for the resale of Plan Securities
     by a Controlling  Person to be permissible  under Rule 144, the Controlling
     Person must not sell during any three-month  period,  more than one percent
     of the Company's  common stock (or, if greater,  the average  weekly report
     volume of trading in such securities).

                                       11

<PAGE>

          b.  Accumulators  and  Distributors.  "Accumulators"  are  persons who
     purchase  a  Claim  against  or  Interest  in the  Company  with a view  to
     distribution  of any  Plan  Securities  to be  received  under  the Plan in
     exchange for such Claim or Interest.  "Distributors"  are persons who offer
     to sell Plan Securities for the holders of those securities.  In a 1986 SEC
     No- Action Letter  (Manville  Corp.),  the SEC staff took the position that
     resales by Accumulators and Distributors of securities  distributed under a
     plan are exempt from the registration  requirements of the 1933 Act if made
     in "ordinary trading transactions".  The SEC staff took the position that a
     transaction is an ordinary trading transaction if it is made on an exchange
     or in the over-the-counter  market at a time when the issuer is a reporting
     company  under  the  1934 Act and does  not  involve  any of the  following
     factors:

               (i)  concerted   action  by  recipients  of  Plan  Securities  in
          connection  with  the sale of such  securities,  concerted  action  by
          distributors  on behalf of one or more such  recipients  in connection
          with such sales, or both;

               (ii)  informational  documents  concerning  the  offering  of the
          securities prepared or used to assist in the resale of such securities
          other than this Disclosure  Statement and any  supplements  hereto and
          documents  filed with the SEC by the issuer  pursuant to the 1934 Act;
          or

               (iii) special  compensation  to brokers and dealers in connection
          with the sale of such  securities  designed as a special  incentive to
          resell such  securities,  other than  compensation  that would be paid
          pursuant to arm's length negotiations between a seller and a broker or
          dealer,   each  acting   unilaterally,   and  not  greater   than  the
          compensation that would be paid for a routine  similar-sized sale of a
          similar issue.

          c.  Syndicators.  "Syndicators"  are  persons  who  offer  to buy Plan
     Securities from the holders with a view to distribution, under an agreement
     made in connection with the Plan, with consummation of the Plan or with the
     offer or sale of securities under the Plan.

          d. Dealers. "Dealers" are persons who engage either for all or part of
     their time, directly or indirectly,  as agent, broker, or principal, in the
     business of offering,  buying,  selling, or otherwise dealing or trading in
     securities.  Section 4(3) of the 1933 Act exempts  transactions in the Plan
     Securities  by dealers  taking place more than 40 days after the  Effective
     Date.  Within the 40-day period after the Effective  Date,  transactions by
     dealers  who are  stockbrokers  are exempt  from the 1933 Act  pursuant  to
     Section  1145 (a) (4) of the Code,  as long as the  stockbrokers  deliver a
     copy of this Disclosure Statement (and periodic supplements hereto, if any,
     as  ordered  by the  Court)  at or  before  the  time of  delivery  of Plan
     Securities to their  customers.  This requirement  specifically  applies to
     trading and other  after-market  transactions in such  securities.  In this
     regard,  however,  in the 1986 SEC No-Action Letter (Manville  Corp.),  the
     staff of the SEC took the position  that it would not  recommend  action if
     stockbrokers  did  not  comply  with  the  Disclosure   Statement  delivery

                                       12

<PAGE>

     requirements  of  Section  1145  (a)  (4)  as  long  as the  issuer  of the
     securities  was a reporting  person  under the 1934 Act and was current and
     timely in its reporting obligations.

Shares Issued Subsequent to Confirmation Date

     As part of the Plan, the Company issued  5,000,000 shares to Troika Capital
for  $25,000.  Subsequent  to the  Confirmation  Date,  the  Company  issued its
securities in non-registered  transactions pursuant to the exemption provided by
Section 4(2) of the Securities  Act. The Company did not pay a commission or any
finders fees in connection with such transactions.  In addition to the following
transactions,  we issued shares to management  for services (See Item 12 of this
Form 10-KSB). The securities issued in such transactions were as follows:
<TABLE>
<CAPTION>
                           Number of
       Issued To             Shares      Date             Consideration
-------------------------  ----------  -------  --------------------------------------
<S>                           <C>      <C>      <C>
Harold Spector                16,000   5/28/98  Consulting services valued at $80

Workout Specialists, Inc.    200,000   6/29/98  Consulting services valued at $1,000

William M. Hynes, II          80,078   9/30/98  These shares were issued to Mr. Hynes
                                                as payment in full for $80,077.57 in
                                                IRS tax credits transferred to the
                                                Company by Mr. Hynes.

Mark Scharmann               300,000   2/29/00  Repayment of $15,000 loan from
                                                Mark Scharmann

William M. Hynes, II         150,000   5/20/00  Consulting Services valued at  $15,000

Michael Harrop               187,500    8/7/02  Consulting Services valued at $18,750

PIL S.A.                   1,250,000   6/28/02  $249,871

Northcliffe Consulting     1,000,000   2/24/04  Consulting Services valued at $10,000

William M. Hynes, II         250,000   2/24/04  Consulting Services valued at $2,500
-------------------------  ----------  -------  --------------------------------------
Total:                     3,433,578
</TABLE>

Shares Issued for Services

     Those persons who have been serving as the Company's officers and directors
since 1996 have been issued shares of common stock for services rendered in lieu
of cash compensation.  Total compensation shares issued to each of the Company's
officers and directors is as follows:

      Mark A. Scharmann        753,776
      Dan Price                 37,275
      David Knudson          1,563,241

                                       13

<PAGE>

Holders

     As of April  23,  2004,  there  were  14,345,000  shares  of  common  stock
outstanding and approximately 153 stockholders of record of common stock.

Dividends

     The Company has not paid any cash dividends to date and does not anticipate
or contemplate  paying  dividends in the foreseeable  future.  It is the present
intention of management to utilize all available  funds for the  development  of
the Company's business.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

     The Company is currently  inactive.  The Company was previously  engaged in
the business of distributing television programming.  On September 23, 1995, the
Company filed for  protection  under Chapter 11 of the United States  Bankruptcy
Code (Case No. BK.  No. SV  95-14737  KL).  On May 28,  1997 (the  "Confirmation
Date"),  the  United  States  Bankruptcy  Court  for  the  Central  District  of
California  Confirmed the Company's Modified Plan of Reorganization (the "Plan")
and  First  Amended  Disclosure  Statement  (the  "Disclosure  Statement").  The
Effective Date of the Plan was June 8, 1997. On February 23, 2000, United States
Bankruptcy  Judge  Kathleen T. Lax  entered a "Final  Decree  Order  Pursuant to
Bankruptcy  Code Section  350",  and thereby  issued a final decree  closing the
bankruptcy case. The claim by the Internal Revenue Service was not discharged by
the Final Decree Order.

     The Plan of Operation of the Company is further described in Item 1 of this
Form 10-KSB.

Liquidity and Capital Resources

     As of December 31, 2003, the Company had no assets.  Therefore, the Company
is dependent  upon loans and advances from its management and affiliates to fund
its expenses  pending the completion of a merger or acquisition.  As of December
31, 2003,  the Company had total  liabilities  of $517,218 of which $152,019 was
for tax liabilities and $12,500 was for a stock subscription liability.

     The Company  intends to pay for various filing fees and  professional  fees
relating to its reporting obligations and to fund the costs which may arise from
seeking new business opportunities.

     It is likely that the Company will be required to raise additional  capital
in order to  attract  and  potential  acquisition  partner  but  there can be no
assurance that the Company will be able to raise any additional  capital.  It is
also likely that any future  acquisition  will be made  through the  issuance of
shares of the  Company's  common  stock which will result in the dilution of the
percentage ownership of the current shareholders.

                                       14

<PAGE>

     The  auditors'  report  on  the  Company's   December  31,  2003  financial
statements  contains a going  concern  qualification,  which  provides  that the
Company's  ability to continue as a going  concern is dependent  upon it raising
additional  capital.  The Company will continue to be an inactive company unless
and until it raises additional capital and acquires an operating company.  There
can be no assurance that either will occur.

Results of Operations

     The Company has not commenced any active  operations since its Confirmation
Date and  generated no revenue for the year ended  December 31, 2003 or the year
ended December 31, 2002. The Company had total expenses of $132,210 for the year
ended  December 31, 2002.  For the year ended December 31, 2003, the Company had
no revenue and expenses of $144,588.  The Company  anticipates  that it will not
generate any revenues until, it acquires or merges with another company.

Critical Accounting Policies

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations  discuss the Company's  Financial  Statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States.  We have  terminated our previous  operations and such operations
are treated as discontinued operations for financial statement purposes.

     We  anticipate  that  in the  future,  the  preparation  of  our  financial
statements will require  management to make estimates and assumptions  that will
affect  reported  amounts  of  assets  and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, management will evaluate its estimates and assumptions, including
those related to inventory,  income taxes, revenue recognition and restructuring
initiatives. We anticipate that management will base its estimates and judgments
on historical  experience of the  operations we may acquire and on various other
factors that are believed to be reasonable under the circumstances,  the results
of which form the basis for making  judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.

     Management  believes the  following  critical  accounting  policies,  among
others,  will affect its more  significant  judgments and estimates  used in the
preparation of our Consolidated Financial Statements following the completion of
an acquisition:

     Inventory.  The Company  will be required to reduce the stated value of its
inventory for  obsolescence  or impairment in an amount equal to the  difference
between the cost of the  inventory and the  estimated  market value,  based upon
assumptions about future demand and market  conditions.  If actual future demand
or market  conditions  are less  favorable  than those  projected by management,
additional reductions in stated value may be required.

                                       15

<PAGE>

     Income  Taxes.  In  determining  the carrying  value of the  Company's  net
deferred tax assets,  the Company will be required to assess the  likelihood  of
sufficient  future  taxable  income  in  certain  tax  jurisdictions,  based  on
estimates  and  assumptions,  to realize the benefit of these  assets.  If these
estimates  and  assumptions  change in the  future,  the  Company  may  record a
reduction in the valuation allowance,  resulting in an income tax benefit in the
Company's Statements of Operations.  Management will be required to evaluate the
realizability  of the deferred tax assets and assesses the  valuation  allowance
quarterly.

     Goodwill and Other  Long-Lived  Asset  Valuations.  In June 2001,  the FASB
issued SFAS 141,  "Business  Combinations",  and SFAS 142,  "Goodwill  and Other
Intangible Assets", effective for fiscal years beginning after December 15, 2001
with early adoption  permitted for companies with fiscal years  beginning  after
March 15, 2001. We currently have no intangible  assets. At such time as we have
intangible  assets,  we will adopt the new rules on accounting  for goodwill and
other intangible  assets,  Under the new rules,  goodwill and intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment tests in accordance with the statements.  Other intangible
assets will continue to be amortized over their useful lives.

     Revenue Recognition.  At such time as we have revenues from operations,  we
will adopt revenue  recognitions  policies consistent with generally  acceptable
accounting standards.

     Stock-Based  Compensation.  In  December  2002,  the FASB  issued SFAS 148,
"Accounting for Stock-Based  Compensation"  -- Transition and Disclosure,  which
amends SFAS 123.  SFAS 148  provides  alternative  methods of  transition  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  SFAS 148 also requires  prominent  disclosures  in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  As permitted  by SFAS 123, we have elected to account for  stock-based
compensation   using  the  intrinsic  value  method   prescribed  in  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees," and related interpretations including Financial Accounting Standards
Board  ("FASB")  Interpretation  No. 44,  "Accounting  for Certain  Transactions
Involving Stock  Compensation -- an  Interpretation  of APB Opinion No. 25," and
have  adopted  the  disclosure-only  provisions  of SFAS 123.  Accordingly,  for
financial  reporting  purposes,  compensation  cost for stock options granted to
employees is measured as the excess,  if any, of the estimated fair market value
of our stock at the date of the grant  over the amount an  employee  must pay to
acquire the stock.  Equity  instruments issued to nonemployees are accounted for
in accordance with FAS 123 and Emerging Issues Task Force ("EITF")  Abstract No.
96-18,  "Accounting  for  Equity  Instruments  That Are  Issued  to  Other  Than
Employees for Acquiring, or in Conjunction with Selling Goods or Services."

                                       16

<PAGE>


Interest Rate Risk

     We  currently  have debt and will  undoubtedly  incur debt to  finance  our
operations.  We anticipate that a substantial  amount of our future debt and the
associated  interest expense will be subject to changes in the level of interest
rates. Increases in interest rates would result in incremental interest expense.

Plan of Operation

     The  Company's  current plan of operation is to acquire  another  operating
company. (See "Item 1 - Description of Business - Current Business Plan.")

     It is likely that any acquisition  will be a "reverse  merger"  acquisition
whereby the Company acquires a larger company by issuing shares of the Company's
common stock to the  shareholders  of the larger  company.  Although the Company
would be the surviving or parent  company from a corporate law  standpoint,  the
shareholders of the larger company would be the controlling  shareholders of the
Company  and the  larger  company  would be treated  as the  survivor  or parent
company from an  accounting  point of view.  It can be expected that any company
which  may  desire  to be  acquired  by the  Company  will  do so as  method  of
potentially  becoming a public company more quickly and less expensively than if
such company  undertook its own public offering.  Even if the Company is able to
acquire  another  company,  there can be no assurance that the Company will ever
operate at a profit.

Off-Balance Sheet Arrangements

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

Contractual Obligations and Commitments

     Except for the payment of accrued management  compensation,  accrued taxes,
rent and other payables,  all of which are described in the financial statements
attached hereto, we have no contractual commitments or obligations.

Inflation

     The Company  does not believe that  inflation  will  negatively  impact its
business plans.

Forward Outlook and Risks

     This  Form  10-KSB   contains  and   incorporates   by  reference   certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  and  Section  21E of the  Exchange  Act  with  respect  to  results  of our
operations and businesses.  All statements,  other than statements of historical

                                       17

<PAGE>

facts,  included in this Form 10-KSB,  including those regarding  market trends,
our  financial  position,  business  strategy,  projected  costs,  and plans and
objectives of management for future operations, are forward-looking  statements.
In general,  such statements are identified by the use of forward- looking words
or phrases including,  but not limited to, "intended,"  "will," "should," "may,"
"expects," "expected,"  "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology.  These forward-looking  statements
are based on our current expectations. Although we believe that the expectations
reflected in such  forward-looking  statements are  reasonable,  there can be no
assurance   that  such   expectations   will  prove  to  be   correct.   Because
forward-looking  statements involve risks and uncertainties,  our actual results
could differ  materially.  Important  factors that could cause actual results to
differ materially from our expectations are disclosed hereunder and elsewhere in
this Form 10-KSB. These forward-looking  statements represent our judgment as of
the date of this Form 10-KSB.  All subsequent  written and oral  forward-looking
statements  attributable  to Pacific  Alliance are expressly  qualified in their
entirety by the  Cautionary  Statements.  we  disclaim,  however,  any intent or
obligation to update our forward-looking statements.

     Operating History;  No Assets; No Present Source of Revenues.  We have been
inactive since 1995. We intend to attempt to commence  active  operations in the
future by acquiring a Target Business.  Potential investors should be aware that
there is only a limited basis upon which to evaluate our prospects for achieving
our intended business objectives.  We have no resources and have had no revenues
since  1995.  In  addition,  we will  not  generate  any  revenues  (other  than
investment  income)  until,  at the  earliest,  the  consummation  of a Business
Combination.  Moreover,  there can be no assurance that any Target Business will
derive any  material  revenues  from its  operations  or operate on a profitable
basis.

     Possibility of Total Loss of Investment.  An investment in the Company,  is
an extremely  high risk  investment,  and should not be made unless the investor
has no need for current  income from the invested  funds and unless the investor
can afford a total loss of his or her investment.

     Absence  of  Substantive   Disclosure  Relating  to  Prospective   Business
Combinations;  Investment in the Company Versus Investment in a Target Business.
We have not yet identified a prospective Target Business. Accordingly, investors
will have no substantive  information  concerning  consummation  of any specific
Business  Combination in considering a purchase of the Preferred  Shares in this
offering.

     Seeking to Achieve  Public Trading  Market  through  Business  Combination.
While a  prospective  Target  Business  may deem a  consummation  of a  Business
Combination  with  the  Company  desirable  for  various  reasons,   a  Business
Combination  may involve the  acquisition  of, merger or  consolidation  with, a
company which does not need substantial additional capital, but which desires to
establish a public  trading  market for its shares,  while  avoiding what it may
deem to be  adverse  consequences  of  undertaking  a  public  offering  itself,
including time delays,  significant expense, loss of voting control and the time
and expense  incurred to comply with various  Federal and state  securities laws
that regulate initial public offerings.  Nonetheless,  there can be no assurance

                                       18

<PAGE>

that  there  will be an  active  trading  market  for the  Company's  securities
following the completion of a Business Combination or, if a market does develop,
as to the market price for the Company's securities.

     Uncertain  Structure  of Business  Combination.  The  structure of a future
transaction  with a Target Business cannot be determined at the present time and
may take,  for example,  the form of a merger,  an exchange of stock or an asset
acquisition.  We may form one or more subsidiary entities to complete a Business
Combination and may, under certain  circumstances,  distribute the securities of
subsidiaries to our stockholders.  There can be no assurance that a market would
develop for the securities of any subsidiary  distributed to stockholders or, if
it did, any assurance as to the prices at which such securities might trade. The
structure  of a  Business  Combination  or the  distribution  of  securities  to
stockholders  may result in  taxation  of the  Company,  the Target  Business or
stockholders.

     Unspecified Target Business; Unascertainable Risks. We have not selected an
acquisition  or other  Business  Combination as of the date of this Form 10-KSB.
Accordingly,  there  is no basis  for  prospective  investors  to  evaluate  the
possible merits or risks of the Target Business or the particular  sector of the
technology industries in which the Company may ultimately operate. To the extent
we effect a  Business  Combination  with a  financially  unstable  company or an
entity in its early stage of development or growth  (including  entities without
established  records of revenues or income),  we will become subject to numerous
risks inherent in the business and operations of financially  unstable and early
stage or potential emerging growth companies.  Although management will endeavor
to evaluate  the risks  inherent in a  particular  Target  Business or industry,
there can be no  assurance  that we will  properly  ascertain or assess all such
risks.

     Probable  Lack of  Business  Diversification.  As a result  of our  limited
resources, in all likelihood, we will have the ability to complete only a single
Business  Combination.  Accordingly,  our prospects for success will be entirely
dependent  upon the future  performance  of a single  business.  Unlike  certain
entities which have the resources to consummate several Business Combinations or
entities  operating  in multiple  industries  or  multiple  segments of a single
industry,  it is  highly  likely  that the we will not  have  the  resources  to
diversify  our  operations  or benefit from the  possible  spreading of risks or
offsetting  of losses.  Our probable lack of  diversification  may subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to a consummation of a Business Combination.  There can be no
assurance that the Target Business will prove to be commercially viable.

     Conflicts  of  Interest;  Absence  of  Independent  Directors.  None of the
Company's directors or executive officers are required to commit their full time
to the affairs of the Company and it is likely that such persons will not devote
a substantial amount of time to the affairs of the Company.  Such personnel will
have conflicts of interest in allocating  management time among various business
activities.  As a result, the consummation of a Business Combination may require
a greater  period of time than if the  Company's  management  devoted their full
time to the Company's affairs.

                                       19

<PAGE>

     Limited Ability to Evaluate Target Business  Management;  Possibility  That
Management Will Change.  The role of the present management in the operations of
a Target  Business of the Company  following  a Business  Combination  cannot be
stated with certainty.  Although we intend to scrutinize  closely the management
of a  prospective  Target  Business in  connection  with our  evaluation  of the
desirability  of  effecting a Business  Combination  with such Target  Business,
there can be no assurance that our assessment of such  management  will prove to
be correct,  especially  in light of the  possible  inexperience  of current key
personnel of the Company in evaluating certain types of businesses.  While it is
possible  that  certain of our  directors  or  executive  officers  will  remain
associated in some  capacities  with the Company  following a consummation  of a
Business Combination,  it is unlikely that any of them will devote a substantial
portion  of  their  time  to the  affairs  of the  Company  subsequent  thereto.
Moreover,  there can be no assurance that such  personnel will have  significant
experience  or  knowledge  relating  to the  operations  of the Target  Business
acquired by the  Company.  We may also seek to recruit  additional  personnel to
supplement  the  incumbent  management of the Target  Business.  There can be no
assurance that we will  successfully  recruit  additional  personnel or that the
additional  personnel  will have the requisite  skills,  knowledge or experience
necessary or desirable to enhance the incumbent management.  In addition,  there
can be no assurance that our future  management will have the necessary  skills,
qualifications or abilities to manage a public company embarking on a program of
business development.

     Competition. We expect to encounter intense competition from other entities
having business  objectives  similar to our business  objectives.  Many of these
entities,  including  venture  capital  partnerships  and  corporations,   shell
companies,   large  industrial  and  financial   institutions,   small  business
investment  companies and wealthy  individuals,  are  well-established  and have
extensive  experience  in connection  with  identifying  and effecting  Business
Combinations  directly or through affiliates.  Many of these competitors possess
greater  financial,  technical,  human and other  resources than the Company and
there can be no  assurance  that the  Company  will have the  ability to compete
successfully. The Company's financial resources will be limited in comparison to
those of many of its competitors.  Further,  such competitors will generally not
be required  to seek the prior  approval  of their own  stockholders,  which may
enable  them to close a Business  Combination  more  quickly  than we can.  This
inherent competitive  limitation may compel us to select certain less attractive
Business  Combination  prospects.  There can be no assurance that such prospects
will permit us to achieve our business objectives.

     Uncertainty of Competitive  Environment  of Target  Business.  In the event
that we succeed in effecting a Business Combination, we will, in all likelihood,
become subject to intense  competition  from competitors of the Target Business.
In particular,  certain  industries  which  experience  rapid growth  frequently
attract an increasingly larger number of competitors, including competitors with
greater  financial,  marketing,  technical,  human and other  resources than the
initial  competitors in the industry.  The degree of competition  characterizing
the industry of any prospective Target Business cannot presently be ascertained.
There can be no  assurance  that,  subsequent  to a  consummation  of a Business
Combination, we will have the resources to compete in the industry of the Target
Business effectively,  especially to the extent that the Target Business is in a
high-growth industry.

                                       20

<PAGE>

     Additional Financing Requirements. We will not generate any revenues until,
at the earliest, the consummation of a Business Combination. We cannot ascertain
the  capital  requirements  for  any  particular  Business  Combination  we  may
consider. We will likely be required to seek additional financing.  There can be
no assurance that such financing  will be available on acceptable  terms,  or at
all. To the extent  that  additional  financing  proves to be  unavailable  when
needed to  consummate  a  particular  Business  Combination,  we  would,  in all
likelihood,  be  compelled  to  restructure  the  transaction  or  abandon  that
particular  Business   Combination  and  seek  an  alternative  Target  Business
candidate,  if possible.  In  addition,  in the event of the  consummation  of a
Business Combination, we may require additional financing to fund the operations
or growth of the Target  Business.  Our failure to secure  additional  financing
could have a material  adverse effect on the continued  development or growth of
the Target Business.  We do not have any arrangements with any bank or financial
institution  to secure  additional  financing and there can be no assurance that
any such  arrangement,  if required or otherwise  sought,  would be available on
terms deemed to be commercially acceptable and in our best interests.

     No Appraisal of Potential Business  Combination.  We do not anticipate that
we will obtain an  independent  appraisal  or  valuation  of a Target  Business.
Accordingly,  our  stockholders  will need to rely primarily upon  management to
evaluate a prospective Business Combination.

     No Public Market for Securities.  Currently,  there is no public market for
our  common  stock and no  assurance  can be given  that an active  market  will
develop or if  developed,  that it will be  sustained.  It is unlikely  that any
market will develop prior to the consummation of a Business Combination. Even if
a Business  Consummation is completed,  there can be no assurance that a trading
market for our securities will ever develop.

     Risk of  Application  of Penny Stock Rules.  Our common stock is subject to
the penny stock rules as adopted by the Securities and Exchange  Commission (the
"Commission").  The  penny  stock  rules  require  a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document prepared by the Commission that provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker-dealer
and its salesperson in the transaction  and monthly account  statements  showing
the  market  value  of each  penny  stock  held in the  customer's  account.  In
addition,  the penny stock rules require that prior to a transaction  in a penny
stock not  otherwise  exempt  from such  rules,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If our common stock remains subject to the penny stock rules,
investors in the Offering may find it more difficult to sell their shares.

                                       21

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                         Index to Financial Statements

Pacific Alliance Corporation  Financial Statements                        Page

      Independent Auditors' Report .........................................23

      Balance Sheets........................................................24

      Statements of Operations..............................................25

      Statements of Stockholders' Deficit...................................26

      Statements of Cash Flows..............................................27

      Notes to Financial Statements.........................................28

                                       22

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Pacific Alliance Corporation


     We have  audited  the  accompanying  balance  sheets  of  Pacific  Alliance
Corporation (a Delaware corporation in the Development Stage) as of December 31,
2003 and 2002, and the statements of operations, stockholders' deficit, and cash
flows for the years then ended and the period from inception of the  development
stage (December 21, 1995) through December 31, 2003. These financial  statements
are the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Pacific Alliance Corporation
(a Development  Stage Company) as of December 31, 2003 and 2002, and the results
of its  operations  and its cash  flows for the years  then ended and the period
from inception of the development stage (December 21, 1995) through December 31,
2003, in conformity with accounting  principles generally accepted in the United
States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  does not  generate  revenue  and has a net
capital deficiency that raise substantial doubt about its ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Rose Snyder & Jacobs
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants

Encino, California

March 26, 2004

                                       23

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

                                   ASSETS
                                                       2003          2002
                                                     ------------  ------------
CURRENT ASSETS
 Cash                                                $         -   $       869
 Prepaid expenses                                              -           500
                                                     ------------  ------------

 TOTAL ASSETS                                        $         -   $     1,369
                                                     ============  ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accrued interest                                    $    32,384   $     23,599
 Other accrued expenses                                   11,707         10,450
 Advance from officer, note 6                            188,630        103,080
 Current portion of tax liabilities, note 2               92,398         92,398
 Notes payable, note 4                                    50,000         50,000
                                                     ------------  ------------

 TOTAL CURRENT LIABILITIES                               375,119        279,527
                                                     ------------  ------------
LONG TERM LIABILITIES
 Tax liabilities, note 2                                  59,621         59,621
 Management compensation liability, note 5                50,000         14,873
 Common stock subscription liability, note 5              12,500              -
 Common stock subscription deposit, note 5                19,978         19,978
                                                     ------------  ------------

 TOTAL LONG TERM LIABILITIES                             142,099         94,472
                                                     ------------  ------------

  TOTAL LIABILITIES                                      517,218        373,999
                                                     ------------  ------------
STOCKHOLDERS' DEFICIT
 Common stock, par value $.001,
   30,000,000 shares authorized, 12,595,000
   shares issued and outstanding, note 5                 425,828        425,828
 Additional paid in capital                            2,509,385      2,509,385
 Accumulated deficit prior to the development stage   (2,632,447)    (2,632,447)
 Accumulated deficit during the development stage       (819,984)      (675,396)
                                                     ------------  ------------

  TOTAL STOCKHOLDERS' DEFICIT                           (517,218)      (372,630)
                                                     ------------  ------------

  TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIT                                       -         1,369
                                                     ============  ============

       See independent auditors' report and notes to financial statements.

                                       24

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                      From Inception
                                                                         of the
                                                                       Development
                                                                         Stage
                                                                       December 21,
                                                                      1995, Through
                                             2003           2002      Dec. 31,  2003
                                         -------------  ------------  -------------
<S>                                      <C>            <C>           <C>
SALES                                    $          -   $         -   $          -

GROSS MARGIN                                                                     -

OPERATING EXPENSES                                                               -

OTHER INCOME (EXPENSES)
 Professional fees                            (50,415)      (37,061)      (248,155)
 Management compensation, notes 5 and 6       (35,128)      (27,623)      (235,430)
 Office expenses                               (6,000)      (34,900)       (40,900)
 Other expenses                               (27,755)      (10,962)       (64,150)
 Taxes                                              -             -        (26,000)
 Interest expense                             (25,290)      (21,664)      (183,279)
 Loss on investments in securities                  -             -         (6,844)
 Reorganization fees                                -             -        (84,301)
                                         -------------  ------------  -------------

 LOSS BEFORE
   EXTRAORDINARY ITEM                        (144,588)     (132,210)      (889,059)

 EXTRAORDINARY ITEM
   Gain on forgiveness of tax debt,
     note 7                                         -             -         69,075
                                         -------------  ------------  -------------

  NET LOSS                               $   (144,588)  $  (132,210)  $   (819,984)
                                         =============  ============  =============

BASIC AND DILUTED NET LOSS PER SHARE     $      (0.01)  $     (0.01)
                                         =============  ============

WEIGHTED AVERAGE
  NUMBER OF SHARES, note 5                 12,595,000    12,295,587
                                         =============  ============
</TABLE>


       See independent auditors' report and notes to financial statements.

                                       25

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>

                                                              Accumulated  Accumulated
                              Shares                           Deficit      Deficit
                                of                  Additional  Prior to      After
                              Common       Common    Paid-in    December    December
                               Stock        Stock    Capital    21, 1995    21,  1995     Total
                            ------------  --------  ----------  -----------  ---------  -----------
<S>                         <C>           <C>       <C>         <C>          <C>        <C>
Balance at
 December 21, 1995          $ 12,594,422  $415,500  $  471,500  $(2,632,447) $       -  $(1,745,447)

Reverse split
1-for-6, note 5              (10,495,297)        -           -            -          -            -

Conversion of trade
  accounts payable, note 5     1,458,005     1,458   1,456,547            -          -    1,458,005

Issuance of
  common stock, note 5         5,000,000     5,000      20,000            -          -       25,000

Issuance of common
  stock, note 5                  216,000       216         864            -          -        1,080

Issuance of common
  stock for IRS claim
  reduction, note 5               80,078        80      79,998            -          -       80,078

Issuance of common
 stock, note 5                 2,116,801     2,117     194,563            -          -      196,680

Net loss                               -         -           -            -   (543,186)    (543,186)
                            ------------  --------  ----------  -----------  ---------  -----------
Balance at
  December 31, 2001           10,970,009   424,371   2,223,472  (2,632,447)   (543,186)    (527,790)

Issuance of common
 stock, note 5                 1,250,000     1,250     248,621           -           -      249,871

Issuance of common
 stock for consulting            187,500       188      18,562           -           -       18,750
 service, note 5

Conversion of management
 compensation liability,
 note 5                          187,491        19      18,730           -           -       18,749

Net loss                               -         -           -           -    (132,210)    (132,210)
                            ------------  --------  ----------  -----------  ---------  -----------
Balance at
  December 31, 2002           12,595,000   425,828   2,509,385   (2,632,447)  (675,396)    (372,630)

Net loss                               -         -           -            -   (144,588)    (144,588)
                            ------------  --------  ----------  -----------  ---------  -----------

Balance at December 31, 2003  12,595,000  $425,828  $2,509,385  $(2,632,447) $(819,984) $  (517,218)
                            ============  ========  ==========  ===========  =========  ===========
</TABLE>

            See independent auditors' report and notes to financial statements.

                                       26

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                       From Inception
                                                                           of the
                                                                        Development
                                                                            Stage
                                                                        December 21,
                                                                        1995, Through
                                                   2003       2002      Dec. 31, 2003
                                                 ---------  ---------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                              <C>        <C>        <C>
 Net loss                                        $(144,588) $(132,210) $     (819,984)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
 Loss on investments in securities                       -          -           6,844
 Gain on forgiveness of tax debt                         -          -         (69,075)
 Change in assets and liabilities
  Increase (decrease) in prepaid expense               500       (500)              -
  Decrease in accounts receivable                        -          -          95,841
  Increase (decrease) in accrued expenses           22,542     25,727         104,188
  Increase in management compensation liability     35,127     27,623         235,430
  Increase (decrease) in tax liabilities                 -       (135)        (79,525)
                                                 ---------  ---------  --------------

  NET CASH USED IN OPERATING ACTIVITIES:           (86,419)   (79,495)       (526,281)
                                                 ---------  ---------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of investments                                 -          -         (30,180)
 Proceeds from sale of investments                       -          -          23,336
                                                 ---------  ---------  --------------

  NET CASH USED IN INVESTING ACTIVITIES                  -          -          (6,844)
                                                 ---------  ---------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Bank overdraft                                          -          -          (2,586)
 Proceeds from notes payable                             -     20,000         110,000
 Repayment of notes payable                              -    (20,000)        (50,000)
 Advance from officer                               85,550     28,215         469,058
 Repayment of advance from officer                       -    (57,890)       (278,196)
 Proceeds from issuance of common stock                  -          -          25,000
 Proceeds from common stock subscription                 -    109,951         259,849
                                                 ---------  ---------  --------------
  NET CASH PROVIDED BY
    FINANCING ACTIVITIES                            85,550     80,276         533,125
                                                 ---------  ---------  --------------

  NET (DECREASE) INCREASE IN CASH                     (869)       781               -

CASH AT BEGINNING OF PERIOD                            869         88               -
                                                 ---------  ---------  --------------

CASH AT END OF PERIOD                            $       -  $     869  $            -
                                                 =========  =========  ==============
Supplementary disclosures:
 Interest paid in cash                           $  16,505  $  18,598  $      138,127
                                                 =========  =========  ==============
</TABLE>

       See independent auditors' report and notes to financial statements.

                                       27

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Going Concern

     Pacific Alliance  Corporation (the "Company"),  whose name was changed from
     Pacific Syndication,  Inc. in 1997, was originally incorporated in December
     1991 under the laws of the State of  Delaware.  It also became a California
     corporation in 1991. Pacific Syndication,  Inc. was engaged in the business
     of videotape  duplication,  standard  conversion and delivery of television
     programming.  In  1994,  Pacific  Syndication,   Inc.  merged  with  Kaiser
     Research, Inc.

     The Company  filed a petition for Chapter 11 under the  Bankruptcy  Code in
     June 1995. The debtor in possession kept operating until December 21, 1995,
     when all assets, except cash and accounts receivable,  were sold to a third
     party, Starcom. The purchaser assumed all post-petition liabilities and all
     obligations collateralized by the assets acquired.

     In 1997, a  reorganization  plan was approved by the Bankruptcy  Court, and
     the remaining creditors of all liabilities subject to compromise, excluding
     tax claims,  were issued  1,458,005 shares of the Company's common stock in
     March  1998,   which   corresponds   to  one  share  for  every  dollar  of
     indebtedness.  Each share of common stock issued was also accompanied by an
     A warrant and a B warrant (see note 5). The IRS portion of tax  liabilities
     was payable in cash by quarterly  installments  (see note 2).  Repayment of
     other taxes is still being negotiated.

     The accompanying financial statements have been prepared on a going concern
     basis,  which  contemplates the realizations of assets and the satisfaction
     of liabilities  in the normal course of business.  As shown in the December
     31, 2003  financial  statements,  the Company did not generate any revenue,
     and has a net capital  deficiency.  These factors among others may indicate
     that the  Company  will be  unable to  continue  as a going  concern  for a
     reasonable  period of time.  For the year  ended  December  31,  2003,  the
     Company funded its disbursements using loans from an officer.

     The  financial  statements do not include any  adjustments  relating to the
     recoverability  of assets and  classification  of liabilities that might be
     necessary should the Company be unable to continue as a going concern.


                        See independent auditors' report.

                                       28

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The  Company  is no  longer  operating,  and will  attempt  to locate a new
     business  (operating  company),  and offer itself as a merger vehicle for a
     company that may desire to go public  through a merger  rather than through
     its own public stock offering.

     Cash Flows

     For purposes of the  statements  of cash flows,  the Company  considers all
     highly liquid debt  instruments with maturity of three months or less to be
     cash equivalents.

     Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results may differ from those estimates.

     Fair Value of Financial Instruments

     The carrying amount of the Company's financial instruments approximate fair
     value.

     Statement of Financial Accounting Standards No. 128

     The Company adopted Statement of Financial  Standards  ("SFAS") No. 128 for
     the  calculation  of earnings  per share.  This SFAS was issued in February
     1997, and supersedes APB Opinion No. 15 previously  applied by the Company.
     SFAS No. 128 dictates the  calculation of basic  earnings  (loss) per share
     and diluted earnings (loss) per share. The Company's diluted loss per share
     is the same as the basic  loss per share for the year  ended  December  31,
     2003 and 2002.






                        See independent auditors' report.

                                       29

<PAGE>

                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


2.   TAX LIABILITIES

     The  Company  owes  back  taxes  to the  IRS,  California  State  Board  of
     Equalization and other tax authorities. The IRS portion of tax liabilities,
     $92,398, bears interest at 9%, and was payable in quarterly installments of
     $11,602,  final payment due in January 2002. Several payments have not been
     made and the Company is  renegotiating  the  payment  terms.  In 2000,  the
     Company  entered into a settlement  agreement  with  California  EDD, which
     reduced their claim by $69,075, to $7,600, which was paid in 2001 (see note
     7). Other tax claim repayment schedules have not yet been set.

3.   INCOME TAXES

     The Company  has loss  carryforwards  available  to offset  future  taxable
     income.  The total loss carryforwards at December 31, 2003 are estimated at
     approximately   $1,070,000   and  expire   between  2013  and  2023.   Loss
     carryforwards  are  limited  in  accordance  with the  rules of  change  in
     ownership.  A  valuation  allowance  is  recorded  for the full  amount  of
     deferred tax assets of approximately $364,000,  which relates to these loss
     carryforwards,  since  future  profits are  indeterminable.  The  valuation
     allowance increased by $39,000 during the year ended December 31, 2003.

4.   NOTES PAYABLE

     During the year ended December 31, 2002, the Company  converted its loan of
     $10,000 to PIL S.A. (see note 8) into common  stock.  During the year 2002,
     the Company also  obtained a loan of $20,000  from a third  party.  The new
     loan bears interest at 10%, is due on demand,  and was still outstanding at
     December 31, 2003.

     Notes payable to minority  shareholders amounted to $30,000 at December 31,
     2003 and 2002. These notes bear interest at 10% and are due on demand.


5.   COMMON STOCK AND WARRANTS

     On May 28,  1997,  a  reorganization  plan was  approved by the  Bankruptcy
     Court.  As a result,  existing  shares of the Company  were  reverse  split
     1-for-6  and  pre-bankruptcy  creditors  were  issued  1,458,005  shares of
     Company's  common  stock.  On November 13, 1997,  an  additional  5,000,000
     shares of common stock were issued (after  reverse  split) to an officer of
     the Company in return for proceeds of $25,000 ($.005 per share).

                        See independent auditors' report.

                                       30

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

5.   COMMON STOCK AND WARRANTS (Continued)

     In accordance with the reorganization  plan, the  pre-bankruptcy  creditors
     were also issued  1,458,005  class "A"  warrants  and  1,458,005  class "B"
     warrants.  The class "A" warrants allowed the purchase of a share of common
     stock at an exercise price of $2.50 per share.  The "A" warrants expired in
     June 2000 and none were  exercised.  The class  "B"  warrants  allowed  the
     purchase  of a share of  common  stock at an  exercise  price of $5.00  per
     share, and the warrants expired in June 2002.

     In May and June 1998,  the  Company  issued  16,000 and  200,000  shares of
     common  stock  respectively,   for  professional   services  received  from
     non-related individuals. These shares were valued at $0.005 per share.

     In June 1998,  the IRS applied a personal tax refund from a former  officer
     of the Company against the Company's tax liability, reducing it by $80,078.
     In  accordance  with an  agreement  between the  management  and the former
     officer, 80,078 shares of common stock were issued to the former officer in
     exchange for the loss of his personal tax refund.

     In February  2000,  the  Company  issued  300,000  shares to an officer for
     repayment  of $15,000 in  advances  the  officer  loaned to the Company and
     accrued interest.

     In May 2000,  the Company issued 150,000 shares for repayment of consulting
     services  rendered to the Company from a former officer.  These shares were
     valued at $0.10 per share.

     Pursuant to the  provisions of the modified  joint plan of  reorganization,
     Pacific Alliance Corporation  compensates its management on an hourly basis
     at $75 per  hour for the  time  actually  devoted  to the  business  of the
     Company.  Payment for services is made through issuance of shares of common
     stock  until  such  time  as the  Company's  net  worth  reaches  $350,000.
     According to the modified  joint plan of  reorganization,  the stock issued
     for  services  shall be valued at $0.10 per  share.  During  the year ended
     December 31, 2000, the Company issued  1,666,801 shares of common stock for
     accrued  compensation,  and in June 2002,  the Company issued an additional
     187,491 shares of common stock.



                        See independent auditors' report.

                                       31

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

5.   COMMON STOCK AND WARRANTS (Continued)

     In October  2001,  the Company  entered in to an agreement  under which PIL
     S.A., would make a capital infusion and bring in new majority shareholders.
     At December 31, 2002, 1,250,000 shares of stock were issued to PIL S.A. for
     the $249,871 that had been  received from PIL S.A. in previous  quarters as
     subscription  of shares of common  stock.  50,000  shares for an additional
     subscription of $9,978 received in 2003 were not yet issued at December 31,
     2003.  In June 2002,  PIL S.A.  elected  to convert a loan with  balance of
     $10,000 into 50,000 shares of common stock.  The 50,000 shares were not yet
     issued at December 31, 2003. Both the $10,000 and the $9,978 are classified
     as common stock subscription  deposit.  The Company does not anticipate the
     transaction  with PIL S.A. will be completed  according to the terms of the
     agreement.

     In September  2002,  the Company  issued 187,500 shares of its common stock
     for consulting services received from a non-related individual.  The shares
     were valued at $0.10 per share.

     At December 31, 2003,  the Company had $50,000 of  management  compensation
     accrued.  The  corresponding  500,000  shares of common  stock were not yet
     issued at December  31,  2003.  In December  2003 the Company  also accrued
     $12,500 of consulting  fees,  which will be paid with  1,250,000  shares of
     common stock.

6.   RELATED PARTY TRANSACTIONS

     An officer of the Company  advanced  $85,550 to the Company during the year
     ended  December 31, 2003.  These  advances bear interest at 10% and have no
     maturity  date.  The balance of advances  was $188,630 at December 31, 2003
     and $103,080 at December 31, 2002.

     During the quarter ended March 31, 2002, the Company passed a resolution to
     pay rent,  office and secretarial  services to a stockholder of the Company
     at a rate of $500 per month.  These charges were  retroactive to July 1997,
     subsequent  to the  date  of  approval  of the  reorganization  plan by the
     Bankruptcy  court.  As such,  $6,000 and $34,900  were  recorded as expense
     during the years ended December 31, 2003 and 2002, respectively.


                        See independent auditors' report.

                                       32

<PAGE>


                          PACIFIC ALLIANCE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

6.   RELATED PARTY TRANSACTIONS (Continued)

     In accordance with the modified joint plan of reorganization, management is
     compensated on an hourly basis at a rate of $75 per hour. Such compensation
     is  made  through  issuance  of  common  stock  (see  note  5).  Management
     compensation  amounted to $35,128 and $27,623 for the years ended  December
     31, 2003 and 2002,  respectively.  There was an accrued  balance of $50,000
     and $14,873 at December  31, 2003 and 2002,  respectively,  with respect to
     management  compensation.  The corresponding 500,000 shares of common stock
     were not yet issued at December 31, 2003.

7.   EXTRAORDINARY ITEM

     On December 19, 2000, the Employment  Development  Department of California
     (EDD)  accepted an "Offer in Compromise" in the amount of $7,600 to satisfy
     in full, all  outstanding  liabilities  due to the EDD by Pacific  Alliance
     Corporation.   The   balance  of  the   liabilities   was  $76,675  and  an
     extraordinary  gain of $69,075 was  recognized.  The settlement  amount was
     paid in January 2001.















                        See independent auditors' report.

                                       33

<PAGE>


ITEM 8. CHANGES AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

     During the period from the time the petition for bankruptcy  protection was
filed  and the  date of the  Confirmation  of the  Plan,  no firm  acted  as the
Company's certifying accountant.  On August 31, 1997, the new Board of Directors
of the  Company  appointed  Rose,  Snyder & Jacobs as the  Company's  certifying
accountant.  To the best knowledge of the new Board,  there was no dispute as to
accounting  principles or any other matter  between the Company and its previous
accountants.

ITEM 8A. CONTROLS AND PROCEDURES

     An  evaluation  of the  effectiveness  of the design and  operation  of our
disclosure  controls and  procedures  within 90 days prior to the filing date of
this Annual Report on Form 10-KSB was conducted  under the  supervision and with
the  participation of our management,  including our chief executive officer and
chief financial officer. Based on that evaluation, our management, including our
chief  executive  officer  and  chief  financial  officer,  concluded  that  our
disclosure  controls  and  procedures  are  functioning  effectively  to provide
reasonable  assurance that all  information  required to be disclosed by Pacific
Alliance Corporation reports filed under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms.  A controls  system,  no matter how well
designed and operated,  cannot provide absolute assurance that the objectives of
the controls system are met, and no evaluation of controls can provide  absolute
assurance  that all control  issued and instances of fraud,  if any,  within the
company have been detected. Subsequent to the date of the most recent evaluation
of  Pacific  Alliance  Corporation's  internal  controls,  there  have  been  no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect these internal controls,  including any corrective actions
with regard to significant deficiencies and material weaknesses.

                                   PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     A.  Identification  of  Directors  and  Executive  Officers.   The  current
directors  and  officers  of the  Company,  who will serve until the next annual
meeting of shareholders  or until their  successors are elected or appointed and
qualified, are set forth below:

      Name                        Age               Position
      ----                        ---               --------

Mark Scharmann                    45                President/Director
Dan Price                         49                Vice President/Director
David Knudson                     44                Secretary/Treasurer/Director

                                       34

<PAGE>

     Mark  Scharmann.  Mr.  Scharmann  has been a private  investor and business
consultant since 1981. Mr. Scharmann became involved in the consulting  business
following his compilation and editing in 1980 of a publication  called Digest of
Stocks  Listed on the  Intermountain  Stock  Exchange.  In 1981 he compiled  and
edited an 800 page publication  called the OTC Penny Stock Digest. Mr. Scharmann
has  rendered  consulting  services  to public and private  companies  regarding
reverse  acquisition  transactions  and other  matters.  Mr.  Scharmann was vice
president of OTC Communications, Inc. from March 1984 to January 1987. From 1982
to 1996, he was the president of Royal Oak Resources Corporation. In 1996, Royal
Oak Resources completed and acquisition and in connection  therewith changed its
name to Hitcom Corporation.  Mr. Scharmann was the President of Norvex,  Inc., a
blank check company which completed an acquisition and in connection  therewith,
changed its name to Capital Title.  Mr.  Scharmann is a promoter of Nightingale,
Inc.,  a  publicly-held  corporation  blank check  company.  He has also been an
officer and director of several other blind pool companies.

     Dan O.  Price.  Since  February  2001,  Mr.  Price has been  working  as an
Enrollment  Counselor for the University of Phoenix.  From 1998 to October 2000,
Mr. Price worked as an evaluator  at Learning  Technics,  Kirkland,  WA and Salt
Lake  City,  UT.  From  1993 to 1998,  Mr.  Price  served as  Vice-President  of
Corporate  Development for Troika Capital  Investment.  Prior to that, Mr. Price
worked  for  seven (7)  years as the  National  Sales  Director  for a  business
providing  electronic bankcard processing and other merchant services.  For four
(4) years he worked as an  Organizational  Manager  involved in direct  sales of
educational  material,  with 50 sales  people in the  western  states  under his
management.  Mr. Price has been in sales and marketing for twenty (20) years and
sales  management  and business  management  for fifteen  (15) years.  Mr. Price
received his B.A.  from Weber State College in 1983. He has served as an officer
and director on two (2) small publicly traded companies.

     David Knudson.  Mr. Knudson has worked as a business consultant since 1985.
He earned his B.S. Degree in Finance from Weber State College in 1984 and a B.S.
Degree in  Information  Systems and  Technologies  at Weber State  University in
1996.  He has been an  officer  and  director  of  several  small  publicly-held
"blind-pool"  companies.  Mr. Knudson was also employed as an adjunct  professor
and from 1992 to 1996 was employed as a computer  information systems consultant
at  Weber  State  University.   Mr.  Knudson  is  an  officer  and  director  of
Nightingale, Inc., an inactive publicly-held corporation.

     B. Significant Employees. None

     C.  Family  Relationships.  There  are no  family  relationships  among the
Company's officers and directors.

     D. Other  Involvement  in  Certain  Legal  Proceedings.  There have been no
events under any  bankruptcy  act, no criminal  proceedings  and no judgments or
injunctions  material to the  evaluation  of the ability  and  integrity  of any
director or executive officer during the last five years.

     E.  Compliance With Section 16(a).  The Company is not a reporting  company

                                       35

<PAGE>

under either  Section 12(b) or Section 12(g) of the  Securities  Exchange Act of
1934 and accordingly, is not subject to Section 16(a) of such Act.

Code of Ethics

     We have not yet  adopted a code of ethics  that  applies  to all  executive
officers,  directors and employees of the Company. We intend to do so within the
next fiscal year.

Audit Committee Financial Expert

     We have not  established an audit committee or designated any person as our
financial expert. We anticipate that we will not establish an audit committee or
designate a financial expert until such time as we complete an acquisition.

ITEM 10.    EXECUTIVE COMPENSATION

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the last three years to the Company's Chief
Executive  Officer  and to  the  Company's  most  highly  compensated  executive
officers other than the CEO, whose annual salary and bonus exceeded $100,000:

--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
Annual Compensation
--------------------------------------------------------------------------------
                                   Commissions               Restricted
                                       and     Other Annual    Stock    Options/
Name and Principal                   Bonuses   Compensation    Awards     SAR's
      Position       Year   Salary     ($)         ($)          ($)        (#)
--------------------------------------------------------------------------------
Mark Scharmann (1)   2003   -0-        -0-         -0-       $8,446.00     -0-
President            2002   -0-        -0-         -0-       $5,932.50     -0-
                     2001   -0-        -0-         -0-       $  899.00     -0-
--------------------------------------------------------------------------------

     (1)  No shares were issued to Mr.  Scharmann in 2003 for services  rendered
          however 84,460 shares were due to Mr. Scharmann for services  rendered
          in 2003 in the amount of $8,446.

Stock Options

     The following table sets forth certain information concerning stock options
granted during fiscal 2003 to the named executive officers.

                                       36

<PAGE>



             Options Grants in the Year Ended December 31, 2003
================================================================================
                                        Percentage
                   Number of             of Total       Exercise or
                   Securities       Options Granted to  Base Price
                   Underlying          Employees in     Per Share     Expiration
Name            Options Granted (#)    Fiscal Year         ($)           Date
--------------------------------------------------------------------------------
Mark Scharmann        -0-                  -0-             N/A           N/A
================================================================================

     The following table sets forth information  concerning the number and value
of options held at December 31, 2003 by each of the named executive officers. No
options held by such executive officers were exercised during 2003.

                       Option Values at December 31, 2003
     ======================================================================
                        Number of Unexercised      Value of Unexercised
                            Options at             In-the-Money Options
                        December 31, 2002 (#)      At December 31, 2002($)
     ----------------------------------------------------------------------
     Name            Exercisable  Unexercisable  Exercisable  Unexercisable
     ----------------------------------------------------------------------
     Mark Scharmann     -0-           -0-             N/A         N/A
     ======================================================================

Compensation of Directors

     The Company  does not  currently  compensate  its  directors  for  director
services to the Company.

Employment Agreements

     The Company is currently not a party to any employment agreement.  The Plan
of  Reorganization  provides that the Company's  officers will be compensated at
the rate of $75.00 per hour for  services  rendered to the  Company.  Until such
time as the  Company's  shareholder's  equity  reaches  $350,000,  the Company's
officers shall be issued shares of its common stock for services rendered.  Such
shares shall be valued at $.10 per share. At such time as the Company effects an
acquisition or merger,  the Board of Directors,  as then constituted,  shall set
the  compensation  of  officers,  directors  and  employees.  For the year ended
December 31, 2003 the Company compensated its officers as follows:

Name              Compensation      Shares Issued     Shares to be Issued
----              ------------      -------------     -------------------

Mark Scharmann      $8,446               -0-                 84,460
Dan Price            -0-                 -0-                 -0-
David Knudson       $26,682              -0-                266,815

                                       37

<PAGE>

     The Company's Bankruptcy Plan of Reorganization also provides that upon the
completion of an acquisition or merger,  the Company's  management group will be
issued  shares of the  Company's  common  stock which  amount to 1% of the total
shares issued in connection with such acquisition or merger.

Equity Compensation Plan

      We are not a party to any equity compensation plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

     The  following  table  sets  forth  information  regarding  shares  of  the
Company's  common  stock  beneficially  owned as of April 23,  2004 by: (i) each
officer and  director of the Company;  (including  and (ii) each person known by
the Company to beneficially  own 5 percent or more of the outstanding  shares of
the Company's common stock.

-------------------------------------------------------------------------------
Name                                             Amount and
and Address                                       Nature of       Percent of
of Beneficial                                    Beneficial        Class(1)
Owner                                             Ownership       Ownership
-------------------------------------------------------------------------------

Mark Scharmann(1)                                 6,071,146         42.32%
1661 Lakeview Circle
Ogden, UT 84403

Dan Price(1)                                         38,275          0.27%
1661 Lakeview Circle
Ogden, UT 84403

David Knudson(1)                                  1,441,908         10.05%
1661 Lakeview Circle
Ogden, UT 84403

PIL S.A.                                          1,250,000          8.71%
8 Rue Neuve Du Molard
Geneva, Switzerland 1204
Northcliffe Consulting, LLC                       1,000,000          6.97%
12144 Mt. Shadow Road
Sandy, UT 84092

All Officers and Directors                        7,551,329         52.64%
as a Group (3 Persons)
-------------------------------------------------------------------------------

Total Shares Issued                              14,345,000           100%
-------------------------------------------------------------------------------

      (1)These individuals are the officers and directors of the Company.

                                       39

<PAGE>

     Unless  otherwise  indicated in the footnotes  below,  the Company has been
advised that each person  above has sole voting power over the shares  indicated
above.  All of the  individuals  listed above are officers and  directors of the
Company.

Security Ownership of Management

     See Item 4(a) above.

Changes in Control

     We  currently  have no proposed  change of control  transaction.  We do not
anticipate that the  transaction we contemplated  with PIL SA will be completed.
We are continuing to discuss business combinations with other Target Businesses.
If, and when we  complete a Business  Combination,  it will  likely  result in a
change of control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     As part of its Plan of Reorganization,  the Company issued 5,000,000 shares
of its common stock to Troika Capital in  consideration  of $25,000 and Troika's
agreement to provide an additional  $75,000 in equity or debt funding to pay the
Company's tax obligations.

     During 1998, Troika Capital loaned $50,263 to the Company. Such loan is due
on demand and bears interest at the rate of 10% per annum.

     During 1999,  Troika  Capital  loaned  $56,250 to the Company.  The Company
repaid $2,000 during 1999.  Such loan is due on demand and bears interest at the
rate of 10% per annum.

     During 2000,  Troika  Capital loaned  $154,030 to the Company.  The Company
repaid $90,335 during 2000. Such loan is due on demand and bears interest at the
rate of 10% per annum.

     During 2001,  Troika  Capital  loaned  $89,250 to the Company.  The Company
repaid  $127,971.  Such loan is due on demand and bears  interest at the rate of
10% per annum

     During 2002,  Troika  Capital  loaned  $28,215 to the Company.  The Company
repaid  $57,890 in 2002.  Such loan is due on demand and bears  interest  at the
rate of 10% per annum.

                                       39

<PAGE>

     During 2003, Troika capital loaned $85,550 to the Company. Such loan is due
on demand and bears interest at 10% per annum.

     The Company's  officers and  directors  were issued shares of the Company's
common stock for services  rendered during the last three years in the following
amounts:

                                        Shares Issued
Year        Officer                     or Accrued          Value of Services
----        -------                     -------------       -----------------

2003        Mark A. Scharmann               84,460          $      8,446.00
2003        Dan Price                          -0-          $           -0-
2003        David Knudson                  266,815          $     26,681.50
2002        Mark A. Scharmann               59,325          $      5,937.50
2002        Dan Price                        5,025          $        502.50
2002        David Knudson                  211,875          $     21,187.50
2001        Mark A. Scharmann                8,991          $        899.10
2001        Dan Price                          -0-          $           -0-
2001        David Knudson                   51,000          $         5,100
2000        Mark A. Scharmann              262,750          $        26,275
2000        Dan Price                          -0-          $           -0-
2000        David Knudson                  413,226          $        41,323
1999        Mark A. Scharmann              198,000          $        19,800
1999        Dan Price                          -0-          $           -0-
1999        David Knudson                  447,000          $        44,700
1998        Mark A. Scharmann              140,250          $        14,025
1998        Dan Price                       32,250          $         3,250
1998        David Knudson                  173,325          $        17,333

Parents of Company

     The only parents of the  Company,  as defined in Rule 12b-2 of the Exchange
Act, are the officers and directors of the Company.  For  information  regarding
the share holdings of the Company's officers and directors, see Item 11.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

      A.  Exhibits

      Exhibit
      Number   Exhibit
      -------  -------
        3.1    Amended and Restated Articles of Incorporation  (1)
        3.2    Bylaws (1)
       21.1    Subsidiaries of Registrant (None)
       31.1    Certification of Chief Executive Officer in accordance with 18
               U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-
               Oxley Act of 2002

                                       40

<PAGE>

       31.2    Certification of Principal Financial Officer in accordance with
               18 U.S.C. Section 1350, as adopted by Section 302 of the
               Sarbanes-Oxley Act of 2002
       32.1    Certification of Chief Executive Officer in accordance with 18
               U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-
               Oxley Act of 2002
       32.2    Certification of Chief Financial Officer in accordance with 18
               U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-
               Oxley Act of 2002

         (1)   Previously Filed

     B.   The  Company  filed no Form 8-K's  during  the  fourth  quarter of the
          fiscal year ended December 31, 2003.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

     Audit  Fees.  The  aggregate  fees  billed  by Rose  Snyder  &  Jacobs  for
professional  services rendered for the audit of our annual financial statements
included in our Annual Report on Form 10-KSB for the fiscal years ended December
31,  2003 and  December  31,  2002 and for the  review  of  quarterly  financial
statements  included in our  Quarterly  Reports on Form 10-QSB for the  quarters
ending March 31, 2003, June 2003, September 30, 2003 were $17,850.

     Audit  Related Fees.  For the fiscal year ended  December 31, 2003, no fees
were billed for assurance and related  services by Rose Snyder & Jacobs relating
to the  resolution  of SEC  comments  which are not  reported  under the caption
"Audit Fees."

     Tax Fees.  For the fiscal year ended  December 31, 2003, the aggregate fees
billed by Rose Snyder & Jacobs for other non-audit professional services,  other
than those services listed above totaled $550.

     We do not use Rose Snyder & Jacobs for financial  information system design
and  implementation.  These services,  which include designing or implementing a
system that  aggregates  source data  underlying  the  financial  statements  or
generates  information  that is  significant  to our financial  statements,  are
provided internally or by other service providers.  We do not engage Rose Snyder
& Jacobs to provide compliance outsourcing services.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that  require  that before  Rose  Snyder & Jacobsis  engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     o    approved by our audit committee (which consists of our entire board of
          directors); or

                                       41

<PAGE>

     o    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by  the  audit  committee,   provided  the  policies  and
          procedures  are  detailed  as to the  particular  service,  the  audit
          committee  is  informed  of  each  service,   and  such  policies  and
          procedures  do  not  include   delegation  of  the  audit  committee's
          responsibilities to management.

     Our entire Board of Directors  currently acts as our audit  committee.  Our
Board  of  Directors  pre-approves  all  services  provided  by our  independent
auditors.  The pre-approval process has just been implemented in response to the
new rules,  and  therefore,  the audit  committee  does not have records of what
percentage  of the  above  fees  were  pre-approved.  However,  all of the above
services  and fees were  reviewed  and  approved by the audit  committee  either
before or after the respective  services were  rendered.  The Board of Directors
has  considered the nature and amount of fees billed by Rose Snyder & Jacobs and
believes that the provision of services for activities unrelated to the audit is
compatible with maintaining Rose Snyder & Jacobs independence.



                                  SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                       Pacific Alliance Corporation

Date: April 23, 2004                   By: /s/ Mark A. Scharmann
                                           President/Principal Executive Officer

Date: April 23, 2004                   By: /s/ David Knudson
                                           Secretary/Treasurer
                                           Principal Financial Officer

     In accordance with the Securities Exchange Act, this report has been signed
below by the  following  persons on behalf of the Company and in the  capacities
and on the dates indicated.

Signature                           Capacity                 Date
---------                           --------                 ----

/s/ Mark A. Scharmann               President/Director       April 23, 2004

/s/ Dan Price                       Vice President/Director  April 23, 2004

/s/ David Knudson                   Secretary/Treasurer      April 23, 2004
                                    Director

                                       42