Attached files
| file | filename |
|---|---|
| 10-K - FORM 10K - root9B Holdings, Inc. | pag2009_10k.htm |
| EX-32 - EXHIBIT 32 - root9B Holdings, Inc. | cer906.htm |
EXHIBIT
31
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18
U.S.C 1350, AS ADOPTED, AND
THE
REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark
S. Elliott, Principal Executive and Financial Officer of Premier Alliance Group,
Inc. (the “Company”) certify that:
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1
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I
have reviewed this annual report on Form 10-K of Premier Alliance Group,
Inc.;
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2
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Based
on my knowledge, this annual 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 circumstance under which such statements
were made, not misleading with respect to the period covered by this
annual report;
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3
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Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the period presented in this annual
report.
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4
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I
am 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 small
business issuer and have:
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(a)
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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 small business issuer, 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;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the small business issuer'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
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(d)
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Disclosed
in this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
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5
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I
have disclosed, based on my most recent evaluation, to the small business
issuer's auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent
functions):
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(a)
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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 small business issuer's ability
to record, process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial
reporting.
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March 30,
2009
___/s/ Mark S.
Elliott_________________
Mark S.
Elliott,