U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-51777
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)
Registrant's telephone no., including area code: (801) 399-3632
N/A
Former name, former address, and former fiscal year,
if changed since last report.
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$.001 par value Common Stock.
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Common Stock outstanding at August 15, 2007 - 36,273,800 shares of $.001 par
value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
PACIFIC ALLIANCE CORPORATION.
For the Quarter ended June 30, 2007
The following financial statements and schedules of the registrant are
submitted herewith:
PART I - FINANCIAL INFORMATION
Page of
Form 10-QSB
-----------
Item 1. Financial Statements:
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Interim Unaudited Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Controls and Procedures 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults by the Company on its Senior Securities 16
Item 4. Submission of Matters to Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits 16
-2-
PACIFIC ALLIANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
------------------------------------------------------------------------------------------------------
As of
June 30, December 31,
2007 2006
----------- -----------
(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 54 $ --
----------- -----------
TOTAL ASSETS $ 54 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Overdraft $ -- $ 6
Accrued Interest 40,645 29,247
Other Accrued Expenses 39,259 47,985
Notes payable 125,000 120,000
Advances from Officer 190,051 144,507
Tax Liabilities 329,842 322,554
Notes payable to Related Parties 144,293 144,293
----------- -----------
Total current liabilities 869,090 808,592
----------- -----------
Stockholders' Deficit
Common Stock, par value $0.001, authorized 100,000,000 shares; and
36,273,800 and 36,083,450 shares issued and outstanding 36,274 36,083
Paid-in Capital 3,351,798 3,332,953
Accumulated deficit prior to the developmental stage (2,632,447) (2,632,447)
Accumulated deficit during the developmental stage (1,624,661) (1,545,181)
----------- -----------
Total Stockholders Deficit (869,036) (808,592)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 54 $ --
=========== ===========
See Notes to Interim Unaudited Financial Statements.
-3-
PACIFIC ALLIANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
From Inception of
the Developmental
Stage,
For the three months ended For the six months ended December 21, 1995
June 30, June 30, Through
2007 2006 2007 2006 June 30, 2007
------------ ------------ ------------ ------------ ------------
Operating Expenses:
Selling, General and Administrative Expenses $ 30,997 $ 45,119 $ 57,663 $ 80,032 $ 1,221,222
Tax Penalty and Interest Expense 3,644 3,644 7,288 7,288 141,369
Loss on Investment -- -- -- -- 6,844
Interest Expense 7,723 11,483 14,529 22,186 324,301
------------ ------------ ------------ ------------ ------------
Net Loss before Extraordinary Item (42,364) (60,246) (79,480) (109,506) (1,693,736)
Extraordinary Item, Gain on Forgiveness of Tax debt -- -- -- -- 69,075
------------ ------------ ------------ ------------ ------------
Net Loss $ (42,364) $ (60,246) $ (79,480) $ (109,506) $ (1,624,661)
============ ============ ============ ============ ============
Net Loss per share, Basic and Diluted NIL NIL NIL $ (0.01)
============ ============ ============ ============
Weighted Average Number of Shares 36,189,300 15,776,450 36,146,975 15,665,725
============ ============ ============ ============
See Notes to Interim Unaudited Financial Statements
-4-
PACIFIC ALLIANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (Unaudited)
-------------------------------------------------------------------------------------------------------------------
From Inception of
the Developmental
Stage,
For the six months ended December 21, 1995
June 30, Through
2007 2006 June 30, 2007
----------- ----------- -----------
Cash Flow from Operating Activities:
Net Loss $ (79,480) $ (109,506) $(1,624,661)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Loss on investments -- -- 6,844
Gain on forgiveness on tax debt -- -- (69,075)
Stock issued for services 19,036 44,115 553,141
(Increase) Decrease in:
Accounts receivable -- -- 95,841
Increase (Decrease) in:
Accrued expenses 2,672 10,286 236,965
Tax liabilities 7,288 7,289 (45,995)
----------- ----------- -----------
Net Cash Used in Operating Activities (50,484) (47,816) (846,940)
----------- ----------- -----------
Cash Flow from Investing Activities
Purchase of investments -- -- (30,180)
Proceeds from sale of investments -- -- 23,336
----------- ----------- -----------
Net Cash Used In Investing Activities -- -- (6,844)
----------- ----------- -----------
Cash Flow from Financing Activities:
Bank overdraft (6) (3,215) (2,587)
Proceeds from notes payable 5,000 60,000 211,486
Payments of note payable -- -- (51,277)
Net Proceeds from notes payable to related parties -- 223 119,084
Advance from officer 68,560 127,100 856,306
Repayment of advance from officer (23,016) (136,292) (564,023)
Proceeds from issuance of common stock -- -- 25,000
Proceeds from common stock subscription -- -- 259,849
----------- ----------- -----------
Net Cash Flow Provided by Financing Activities 50,538 47,816 853,838
----------- ----------- -----------
Net Increase in Cash 54 -- 54
Cash Balance at Beginning of Period -- -- --
----------- ----------- -----------
Cash Balance at End of Period $ 54 $ -- $ 54
=========== =========== ===========
Supplemental Disclosures of Cash Flow Information
Interest paid $ 9,918 $ 16,446
See Notes to Interim Unaudited Financial Statements
-5-
PACIFIC ALLIANCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Going Concern Pacific Alliance Corporation (the "Company") is a
development stage Company and attempts 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.
Pacific Alliance Corporation, 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 6). 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 contemplated the March 31, 2007 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 first three months ended March
31, 2007, the Company funded its disbursements using loans from an officer and
other related parties.
Presentation of Interim Information The financial information at June 30, 2007
and for the three and six months ended June 30, 2007 and 2006 is unaudited, but
includes all adjustments (consisting only of normal recurring adjustments) that
the Company considers necessary for a fair presentation of the financial
information set forth herein, in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") for interim financial
information, and with the instructions to Form 10-QSB. Accordingly, such
information does not include all of the information and footnotes required by
U.S. GAAP for annual financial statements. For further information refer to the
Financial Statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2006.
The balance sheet as of December 31, 2006 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by U.S. GAAP for complete financial statements.
The results for the three and six months ended June 30, 2007 may not be
indicative of results for the year ending December 31, 2007 or any future
periods.
Use of estimates The preparation of the accompanying financial statements in
conformity with accounting principles generally accepted in the United States
(U.S. GAAP) requires management to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities and 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.
Actual results could differ from those estimates.
-6-
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income (Loss) Per Common Share The Company accounts for income (loss) per share
in accordance with Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share." SFAS No. 128 requires that presentation of basic and
diluted earnings per share for entities with complex capital structures. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common
stock outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an entity.
Diluted net loss per common share does not differ from basic net loss per common
share as the Company lacks of dilutive items.
New Accounting Pronouncements In February 2007, the Financial Accounting
Standards Board ("FASB') issued Financial Accounting Standards ("FAS") No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities - Including
an amendment of FASB Statement No. 115, which permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates. A business entity is required to report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. This statement is expected to expand
the use of fair value measurement. FAS No.159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.
In September 2006, the FASB issued FAS No. 157, Fair Value Measurements. FAS No.
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement addresses how to calculate fair value
measurements required or permitted under other accounting pronouncements.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of the statement will change current
practice. FAS No. 157 is effective for the Company beginning January 1, 2008.
The Company is currently evaluating the impact of this standard.
In September 2006, the Securities and Exchange Commission ("SEC") staff issued
Staff Accounting Bulletin No. 108 ("SAB 108"), Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. The stated purpose of SAB 108 is to provide consistency between how
registrants quantify financial statement misstatements.
Prior to the issuance of SAB 108, there have been two widely-used methods, known
as the "roll-over" and "iron curtain" methods, of quantifying the effects of
financial statement misstatements. The roll-over method quantifies the amount by
which the current year income statement is misstated while the iron curtain
method quantifies the error as the cumulative amount by which the current year
balance sheet is misstated. Neither of these methods considers the impact of
misstatements on the financial statements as a whole.
SAB 108 established an approach that requires quantification of financial
statement misstatements based on the effects of the misstatement on each of the
Company's financial statements and the related financial statement disclosures.
This approach is referred to as the "dual approach" as it requires
quantification of errors under both the roll-over and iron curtain methods.
SAB 108 allows registrants to initially apply the dual approach by either
retroactively adjusting prior financial statements as if the dual approach had
always been used, or by recording the cumulative effect of initially applying
the dual approach as adjustments to the carrying values of assets and
liabilities as of January 1, 2006 with an offsetting adjustment recorded to the
opening balance of retained earnings.
The Company will initially apply SAB 108 using the cumulative effect transition
method in connection with the preparation of the annual financial statements for
the year ending December 31, 2006. The Company does not believe the adoption of
SAB 108 will have a significant effect on its consolidated financial statements.
-7-
NOTE 2- TAX LIABILITIES
The Company owes back taxes to the IRS, California Franchise Tax Board,
California State Board of Equalization, and County of Los Angeles, before the
bankruptcy. The Company is attempting to negotiate settlements and the final
amount may differ from the amount recorded on the balance sheets.
The IRS portion of tax liabilities was payable in quarterly installments of $
11,602, and the final payment was due in January 2002. However, no payments have
been made since April 2000. As of June 30, 2007, the Company owes $275,034 to
the IRS. The taxes owed to IRS are delinquent and accruing interest at 9% per
annum.
As of June 30, 2007, the Company owes $5,454 to California Franchise Tax Board.
No payments have been made and the taxes owed to California Franchise Tax Board
are delinquent. No interest is being accrued; however, a protection lien is
being filed.
As of June 30, 2007, the Company owes $42,077 to California State Board of
Equalization. No payments have been made and the taxes owed to California State
Board of Equalization are delinquent and accruing an interest at 9% per annum.
As of June 30, 2007, the Company owes $7,277 to the County of Los Angeles. No
payments have been made and the taxes owed to the County of Los Angeles are
delinquent and accruing an interest at 9% per annum.
NOTE 3 - OTHER ACCRUED EXPENSES
Accrued expenses consist of:
June 30, 2007 December 31, 2006
------------- -----------------
Accrued Professional Fees $ 26,226 $ 33,952
Other Accrued Expenses 13,033 14,033
------------- -----------------
Total $ 39,259 $ 47,985
============= =================
NOTE 4- SHORT TERM NOTE PAYABLE
During the first six months of 2007, the Company obtained loans for the total
amount of $5,000 from third parties. The new loans bear interest at 10% and are
due on demand.
The Company had notes payable for $125,000 and $120,000 as of June 30, 2007, and
December 31, 2006, respectively.
NOTE 5- NOTES PAYABLE TO RELATED PARTIES
Notes payable to minority shareholders amounted to $144,293 at June 30, 2007 and
at December 31, 2006. These notes bear interest at 10% to 12%, and are due on
demand.
-8-
NOTE 6 - COMMON STOCK
During the first six months of 2007, the Company issued 190,350 shares of common
stock for management services, pursuant to the provisions of the Modified Plan
of Reorganization approved by the U.S. Bankruptcy Court in 1997. The stocks were
valued $0.10 per share, or $19,036 of total.
NOTE 7 - NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per
share:
Three Months Ended Six Months Ended
June 30, June 30,
2007 2006 2007 2006
------------ ------------ ------------ ------------
Numerator:
Net Loss $ (42,364) $ (60,246) $ (79,480) $ (109,506)
------------ ------------ ------------ ------------
Denominator:
Weighted Average Number of Shares 36,189,300 15,776,450 36,146,975 15,665,725
------------ ------------ ------------ ------------
Net loss per share-Basic and Diluted -- -- -- $ (0.01)
============ ============ ============ ============
NOTE 8 - RELATED PARTY TRANSACTIONS
An officer of the Company advanced $68,560 to the Company during the six months
ended June 30, 2007. The Company repaid the officer $23,016 during the six
months ended June 30, 2007. These advances bear interest at 10% and have no
maturity date. The balance of advances was $190,051 at June 30, 2007.
During the quarter ended June 30, 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, $3,000 was recorded as expense during the six months period ended June 30,
2007 and 2006.
In accordance with the modified joint plan or reorganization, management is
compensated on an hourly basis at a rate of $75 per hour. Such compensation is
made through issuance of common stock. Management compensation amounted to
$19,036 for the six months ended June 30, 2007 (see note 6).
NOTE 9- INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The total loss carryforwards at December 31, 2006 are estimated at approximately
$1,590,000 and expire between 2015 and 2026. 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 $540,000,
which relates to these loss carryforwards, since future profits are
indeterminable. The valuation allowance increased by $47,000 during the year
ended December 31, 2006.
-9-
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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. On February 23, 2000, United States Bankruptcy Judge
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.
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
November 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.
-10-
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,
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.
-11-
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.
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 an 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. Subsequent to
the Effective Date of the Plan, the Company filed monthly "Debtor in Possession
Interim Statements" and "Debtor in Possession Operating Reports" with the Office
of the United States Trustee. On February 23, 2000, the Bankruptcy Court Judge
entered a Final Decree Order closing the Bankruptcy case of the Company.
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, 1996 through 2006.
-12-
3.The Company effected a 1-for-6 reverse split of its issued and
outstanding common stock in order to establish a more desirable capital
structure for potential merger partners.
4.The Company changed its name to Pacific Alliance Corporation.
5.The Company obtained the preliminary agreement of a registered-broker
to make a market in the Company's common stock.
6.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.
7.The Company prepared and filed a Form 10-KSB for the years ended
December 31, 1997 through December 2006, and all required Forms 10-QSB.
Financial Condition
Total assets at June 30, 2007 was $54. As of December 31, 2006, the
Company had no assets and liabilities of $808,592.
The Company's total liabilities as of June 30, 2007 were $869,090. The
Company's liabilities include, but are not limited to, $190,051 loans from
officers, $40,645 accrued interest, $39,259 of accrued expenses, $329,842
attributed to tax liabilities, and $144,293 of notes payable to related parties.
It is likely that the Company will be required to raise additional
capital in order to attract any 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.
Results of Operations
The Company has generated no revenues since the Confirmation Date of
its Bankruptcy Reorganization. The Company will not generate any revenues, if
ever, until and unless it merges with an operating company or raises additional
capital for its own operations. There can be no assurance that either of such
events will happen.
-13-
The Company had a net loss of $42,364 for the three months ended June
30, 2007. This compares to a net loss of $60,246 for the three months ended June
30, 2006. The Company's expenses for the three months ended June 30, 2007
consisted of management compensation, professional fees, interest and other
expenses. The Company had a net loss of $79,480 for the six months ended June
30, 2007. This compares to a net loss of $109,506 for the six months ended June
30, 2006. The Company's expenses for the six months ended June 30, 2007
consisted of management compensation, professional fees, interest and other
expenses. We issued 126,750 shares of our common stock to officers for
compensation during the quarter end June 30, 2007. The shares were valued at
$.10 per share.
Plan of Operation
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.
Other Matters
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.
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Risk Factors
During the quarter ended June 30, 2007, there were no material changes
to the quantitative and qualitative disclosures of our Risk Factors previously
reported in the Annual Report contained in the Company's Form 10-KSB for the
year ended December 31, 2006.
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.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on their evaluations as of June 30, 2007, the principal executive
officer and principal financial officer of the Company have concluded that the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act) are effective to ensure that
information required to be disclosed by the Company in reports that the Company
files or submits under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls
over financial reporting or in other factors that could significantly affect
these internal controls subsequent to the date of their most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended June 30, 2007 we issued the shares of our
common stock to our officers for compensation. We issued 25,500
shares to Mark Scharmann for services valued at $2,550 and 6,000
shares to Dan Price for services valued at $600 and 95,250 shares
to David Knudson for services valued at $9,525. The $.10 per share
price for these services was established in the Bankruptcy Plan of
Reorganization referred to in the Management's Discussion and
Analysis section of this Form 10-QSB.
Item 3. Defaults by the Company on its Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None
Item 5. Other Information.
Item 6. Exhibits.
31.1 Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to Section
906 of the Sarbanes Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to Section
906 of the Sarbanes Oxley Act of 2002.
SIGNATURE
In accordance with the requirements of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: August 15, 2007 PACIFIC ALLIANCE CORPORATION
By /s/ Mark A. Scharmann
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President/Principal Executive Officer
By /s/ David Knudson
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Principal Financial Officer
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