Attached files
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| EX-99.1 - Q5GROUP FINANCIAL STATEMENTS - root9B Holdings, Inc. | q5audit.htm |
| EX-99.2 - PRO FORMA FINANCIAL STATEMENTS - root9B Holdings, Inc. | proforma.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2010
Commission File Number: 000-50502
PREMIER ALLIANCE GROUP, INC
(Exact Name of registrant as Specified in Its Charter)
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Nevada
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20-0443575
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4521 Sharon Road
Suite 300
Charlotte, North Carolina 28211
(Address of principal executive offices)
(704) 521-8077
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 1 – Registrant’s Business and Operations
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 31, 2010, the Registrant entered into and closed, subject to certain conditions, an Agreement and Plan of Merger (the “Agreement”) with Q5Group, Inc., a California corporation (“Q5”).
Pursuant to the Agreement, the Registrant will acquire all of the capital stock of Q5 and merge with Q5, whereby the Registrant will be the surviving entity and Q5 will cease to exist. In consideration for all of Q5’s capital stock, the Registrant shall pay to Q5, subject to certain conditions described below (a) the sum of $200,000 in cash, and (b) such number of shares of Registrant’s common stock (“Shares”) equal to $800,000, based on the 5-day average closing price of the common stock for the five days prior to the Closing Date, as stated on the OTC Bulletin Board (“OTC Price”). The Registrant will also enter into employment agreements with three of the principals of Q5. These employment agreements contain cash and stock option bonuses, and stock option incentives based on achieving certain target revenues.
The purchase price shall be paid as follows: (a) at the Closing, $125,000 in cash and within ten days of Closing, delivery of such number of Shares equal to $500,000 based on the OTC Price, (b) at the thirteenth month after Closing, if a minimum of $4,000,000 in gross revenue is achieved by the Q5 Unit of Premier, such number of Shares equal to $150,000 based on the OTC Price, and (c) at the thirteenth month after Closing, if a minimum of $4,000,000 in gross revenue is achieved by the Q5 Unit of Premier and such Unit meets a minimum gross margin of 30%, (i) such number of Shares equal to $150,000 based on the OTC Price, and (ii) payment of $75,000 in cash.
Section 2 – Financial Information
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The disclosure under Item 1.01 above is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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In accordance with Item 9.01(a), Q5Group's audited financial statements for the fiscal year ended December 31, 2009 and Q5Group's unaudited financial statements for the interim period ended June 30, 2010 are filed in this Current Report on From 8-K as Exhibit 99.1
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(b)
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Pro forma financial information
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In accordance with Item 9.01(b), the Registrant's pro froma financial statements are filed in this Current Report on Form 8-K as Exhibit 99.2
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(d)
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Exhibits.
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The following exhibits are filed as part of, or incorporated by reference into, this
report
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10.1
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Agreement and Plan of Merger dated August 31, 2010, between the registrant, Premier Alliance Group, Inc., and Q5Group, Inc. (incorporated by reference to exhibit 10.1 to current report on Form 8-K of the registrant filed with the Commission on September 7, 2010).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
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PREMIER ALLIANCE GROUP, INC.
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(Registrant)
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DATE: November 05, 2010
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By:
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/s/ Mark S. Elliott
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Mark S. Elliott
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President
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