Item 5.02. Departure, Election, or Appointment of Directors or Officers; Compensatory Arrangements of Officers.

On July 21, 2009, the stockholders of Pacific Asia Petroleum, Inc. (the "Company") approved the adoption of the Pacific Asia Petroleum, Inc. 2009 Equity Incentive Plan (the "2009 Plan") at the Company's 2009 Annual Meeting of Stockholders (the "Annual Meeting"). The Company's board of directors had previously adopted the 2009 Plan, subject to stockholder approval. The description of the 2009 Plan set forth in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 24, 2009 (the "Definitive Proxy Statement") is incorporated herein by reference in response to this Item. The description of the 2009 Plan is qualified in its entirety by reference to the full text of the 2009 Plan which was attached to the Definitive Proxy Statement as Appendix B and is incorporated herein by reference.

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