UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Pacific
Alliance Corporation
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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Jan
Clark
1926
Bella Vista Drive
Phone: (801)
451-6571
With
a copy to:
A.O.
Headman, Jr.
Cohne,
Rappaport & Segal, P.C.
257
E. 200 S., Suite 700
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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(Date
of event which requires filing of this
statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box o
..
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1
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NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Jan
Clark
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
sc
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of
America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
523,600,000*
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
523,600,000*
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,600,000*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.05%
*
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14
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TYPE
OF REPORTING PERSON
IN
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* The
Reporting Person owns 863,172 shares of Series A Convertible Preferred Stock of
the Issuer, each share of which is convertible into 606.6 shares of the Issuer’s
common stock. If all outstanding shares of the Issuer’s Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock were
converted into common stock as of November 4, 2009, there would be a total of
688,503,698 shares of the Issuer’s common stock issued and outstanding of which
the Reporting Person would own 523,600,000 or approximately
76.05%.
Item
1. Security
and Issuer.
The name of the issuer is Pacific
Alliance Corporation, a Delaware corporation (the "Issuer"). The address of the
Issuer’s offices is 1661 Lakeview Circle, Ogden, UT 84403. This Schedule 13D
relates to the Issuer’s common stock, par value $0.001 per share (the "Common
Stock"). The Reporting Person owns no shares of the Common Stock but
owns 863,172 shares of the Issuer’s Series A Convertible Preferred stock (the
“Shares”) which is convertible into the Common Stock on a 1 share of Series A
Convertible Preferred Stock-for-606.6 shares of Common Stock basis.
Item
2. Identity
and Background.
(a)-(c), (f). This statement
is being filed by Jan Clark. Ms. Clark, the Reporting Person, is the
legal and beneficial owner of the Shares and has sole voting control and
investment discretion over the Shares. The Reporting Person’s spouse
is Steve Clark, the Chief Executive Officer and a director of the
Issuer. Steve Clark owns his own shares of the Issuer and he disclaim
any beneficial interest in, voting control of, or investment discretion over the
Shares owned by the Reporting Person. In reliance on SEC “Compliance and
Disclosure Interpretation 105.05,” Mr. Clark believes he is not the beneficial
owner of the Reporting Person’s Shares for Schedule 13D purposes.
The residential address for the
Reporting Person is 1926 Bella Vista Drive, Farmington, UT 84025. Ms.
Clark is a United States citizen.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration.
On October 30, 2009 Superior Filtration
Products, LC (“Superior”), a Florida limited liability company, was acquired by
the Issuer in an exchange transaction (the “Exchange”). As a result
of the Exchange, the membership interests of Superior were exchanged for shares
of the Issuer’s Series A Convertible Preferred Stock. The Reporting Person owned
approximately 86% of the membership interests of Superior and was issued 863,172
shares of the Issuer’s Series A Convertible Preferred Stock as a result of such
Exchange.
Item
4. Purpose
of Transaction.
The Reporting Person acquired the
Shares of the Issuer in the Exchange described in Item 3. The
Reporting Person does not have any present plans or proposals that relate to or
would result in any of the actions required to be described in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review
or reconsider her position with respect to the Issuer and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item
5. Interest
in Securities of the Issuer.
(a) As
a result of the Exchange, the Reporting Person acquired 863,172 shares of the
Issuer’s Series A Convertible Preferred Stock each share of which is convertible
into 606.6 shares of the Issuer’s Common Stock. Commencing December
1, 2009, all shares of Series A Convertible Preferred Stock are convertible into
shares of Common Stock. If all of the Reporting Person’s Series A
Convertible Preferred Stock are converted into Common Stock, she would own
523,600,000 shares of Common Stock. If all outstanding shares of the
Issuer’s Series A Convertible Preferred Stock and Series B Convertible Preferred
Stock were converted into Common Stock as of November 4, 2009, there would be a
total of 688,503,698 shares of the Issuer’s Common Stock issued and outstanding,
of which the Reporting Person would own 523,600,000 or approximately
76.05%. The Reporting Person has voting control and investment
discretion over securities owned in her name and is the sole legal and
beneficial owner of such securities.
(b) The
Reporting Person holds the sole power to vote and to dispose of the securities
described in (a) above.
(c) During
the past 60 days The Reporting Person acquired the 863,172 shares of the
Issuer’s Series A Convertible Preferred Stock which are convertible into
523,600,000 shares of Common Stock described in (a) above.
(d) No
person other than the Reporting Person has the right to receive, or
the power to direct the receipt of, dividends from, or proceeds from the sale
of, the securities reported in this Statement.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
None
Item
7. Material
to Be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
By: /s/
Jan Clark
