**EXHIBIT 31.2**

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT            TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I,            DAVID KNUDSON, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

             

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

 

Date:            April 11, 2008

 

/S/            David Knudson

David            Knudson

Secretary/Treasurer (Principal Financial Officer)