0001144204-13-041455.txt : 20130726 0001144204-13-041455.hdr.sgml : 20130726 20130726170033 ACCESSION NUMBER: 0001144204-13-041455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130726 DATE AS OF CHANGE: 20130726 GROUP MEMBERS: MIRIAM BLECH GROUP MEMBERS: RIVER CHARITABLE REMAINDER UNITRUST F/B/O ISAAC BLECH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER ALLIANCE GROUP, INC. CENTRAL INDEX KEY: 0001272550 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 200443575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80231 FILM NUMBER: 13990119 BUSINESS ADDRESS: STREET 1: 4521 SHARON ROAD STREET 2: SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-521-8078 MAIL ADDRESS: STREET 1: 4521 SHARON ROAD STREET 2: SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: CONTINUUM GROUP C INC DATE OF NAME CHANGE: 20031210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLECH ISAAC CENTRAL INDEX KEY: 0000905536 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 v350952_sc13da.htm FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

Premier Alliance Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

211917109

(CUSIP Number)

Isaac Blech
75 Rockefeller Plaza, 29^th Floor
New York, NY 10019

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

July 1, 2013

(Date of Event Which Requires Filing of this Statement)

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 of §§240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 211917109
1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Miriam Blech
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 8,571,427
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 8,571,427
		10.	SHARED DISPOSITIVE POWER ¨ 0

*	(SEE INSTRUCTIONS)

(1) The calculation of the foregoing percentage is based on 23,082,237 shares of Common Stock outstanding on May 9, 2013 as reported in Premier Alliance Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2013 filed with the Commission on May 14, 2013.


CUSIP No. 211917109
1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) River Charitable Remainder Unitrust f/b/o Isaac Blech
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 5,714,285
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER ¨ 5,714,285

*	(SEE INSTRUCTIONS)


CUSIP No. 211917109
1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Isaac Blech
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,334,231
		8.	SHARED VOTING POWER 5,714,285
		9.	SOLE DISPOSITIVE POWER 1,334,231
		10.	SHARED DISPOSITIVE POWER ¨ 5,714,285

*	(SEE INSTRUCTIONS)

CUSIP No. 211917109

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on March 10, 2011 (the “Original 13D” and, together with Amendment No. 1, the “Schedule 13D”), and relates to the common stock, par value $0.001 per share (the “Common Stock”), of Premier Alliance Group, Inc., a Nevada corporation (the “Issuer”) , and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. The principal executive offices of the Issuer are located at 4521 Sharon Rd., Suite 300, Charlotte, North Carolina 28211.

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following:

No funds were used by Mr. Blech in connection with the acquisition of the Option (as defined below).

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

On July 1, 2013, the Issuer issued an incentive stock option (the “Option”) to Mr. Blech pursuant to the terms of an Incentive Stock Option Agreement. The Option gives Mr. Blech the right to purchase an aggregate of 75,000 shares of Common Stock at a purchase price of $0.59 per share pursuant to the Corporation’s 2008 Stock Incentive Plan (the “Plan”). The Option is immediately exercisable in full and expires on July 1, 2018.

The description of the Option herein is a summary and is qualified in its entirety by the terms of (i) the Incentive Stock Option Agreement, a copy of which is filed as Exhibit 6 to this Schedule 13D, and (ii) the Plan, a copy of which is filed as Annex A to the Issuer’s Proxy Statement filed with the SEC on April 3, 2009; each of which is incorporated by reference herein.

The Reporting Persons intends to review their holdings in the Issuer on a continuing basis. Depending upon, among other things, current and anticipated future trading prices for the Issuer’s securities, the financial condition, results of operations and prospects of the Issuer and its businesses, general economic, market and industry conditions, and the Reporting Persons’ overall strategic objectives and financial condition, the Reporting Persons, together with their affiliates, may from time to time consider a number of possible strategies intended to enhance the value of their investment in the Issuer, enhance the value of the Issuer’s assets or enhance the value of the Reporting Persons’ assets through the involvement of the Issuer, or other extraordinary matters relating to the Issuer, including, among other things, proposing or effecting a transaction or matter that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D.

There can be no assurance that the Reporting Persons will pursue any of the matters set forth above. Moreover, there can be no assurance that the Reporting Persons will or will not develop any alternative plan or proposal with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in the Reporting Persons’ sole discretion, to take or refrain from taking any of the actions set forth above.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The responses to Item 4 are incorporated herein by reference.

(a), (b)

As of July 1, 2013, Ms. Blech beneficially owns 8,571,427 shares of Common Stock, representing approximately 27.1% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2013 filed with the Commission on May 14, 2013 (the “Form 10-Q”). Such beneficial ownership assumes the issuance of 4,285,713 shares of Common Stock issuable upon the conversion of the Series C Preferred Stock and 4,285,714 shares of Common Stock issuable upon exercise of the Warrants, as more fully described in the Original 13D. Ms. Blech disclaims beneficial ownership of the Common Stock owned by the Trust, except to the extent of her pecuniary interest therein.

Ms. Blech has the sole power to vote or direct the vote 8,571,427 shares of Common Stock and has the sole power to dispose or direct the disposition 8,571,427 shares of Common Stock.

As of July 1, 2013, the Trust beneficially owns 5,714,285 shares of Common Stock, representing approximately 19.8% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Form 10-Q. Such beneficial ownership assumes the issuance of 2,857,143 shares of Common Stock issuable upon the conversion of the Series C Preferred Stock and 2,857,142 shares of Common Stock issuable upon exercise of the Warrants, as more fully described in the Original 13D. The sole beneficiary of the Trust is Isaac Blech, Ms. Blech’s husband. The trustee is Mr. Blech, who has the sole voting and dispositive power of the Trust. Mr. Blech disclaims beneficial ownership of the Common Stock owned by Ms. Blech, except to the extent of his pecuniary interest therein.

The Trust has the shared power to vote or direct the vote of 5,714,285 shares of Common Stock and has the shared power to dispose or direct the disposition of 5,714,285 shares of Common Stock.

As of July 1, 2013, Mr. Blech beneficially owns 7,048,516 shares of Common Stock representing approximately 24.0% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Form 10-Q. Such beneficial ownership assumes (i) the issuance of 2,857,143 shares of Common Stock issuable upon the conversion of the Series C Preferred Stock and 2,857,142 shares of Common Stock issuable upon exercise of the Warrants, held by the Trust, as more fully described in the Original 13D, (ii) the issuance of 450,000 shares of Common Stock upon exercise of certain warrants held by Mr. Blech, (iii) the issuance of 100,000 shares of Common Stock upon exercise of certain options held by Mr. Blech, including without limitation the Option, and (iv) the direct ownership of 784,231 shares of Common Stock.

(c)

Except as described herein, the Reporting Persons have not effected any transaction in Common Stock of the Issuer in the past 60 days.

(d)

No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Common Stock reported in this Schedule 13D.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

The responses to Item 4 are incorporated herein by reference.

A copy of the Option is attached hereto as Exhibit 6 and is incorporated by reference herein. A copy of the Plan is filed as Annex A to the Issuer’s Proxy Statement filed with the SEC on April 3, 2009 and is incorporated by reference herein.

Except as set forth herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Issuer, including but not limited to any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit 6 Incentive Stock Option Agreement, dated July 1, 2013, by and between Premier Alliance Group, Inc. and Isaac Blech

Exhibit 7 Premier Alliance Group, Inc. 2008 Stock Incentive Plan (incorporated by reference to Annex A of the Issuer’s Proxy Statement filed with the SEC on April 3, 2009)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 26, 2013

	/s/ Isaac Blech
	Name: Isaac Blech

	River Charitable Remainder Unitrust f/b/o Isaac Blech

	By: /s/ Isaac Blech
	Name: Isaac Blech
	Title: Trustee

	/s/ Miriam Blech
	Name: Miriam Blech

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-99.6 2 v350952_ex99-6.htm EXHIBIT 6

PREMIER ALLIANCE GROUP, INC.

INCENTIVE STOCK OPTION AGREEMENT

AGREEMENT made as of the 1st day of July, 2013 (the "Grant Date") by and between PREMIER ALLIANCE GROUP, INC., a Delaware corporation, having its office and principal place of business located at 4521 Sharon Road, Charlotte, North Carolina 28211 (the "Corporation") and Isaac Blech (the "Holder").

WHEREAS, on the Grant Date, the Corporation authorized the grant to the Holder of an option to purchase an aggregate of 75,000 shares of the Corporation’s authorized but unissued common stock, $.001 par value (the "Stock"), pursuant to the Corporation's 2008 Stock Incentive Plan (the "Plan"), conditioned upon the Holder's acceptance thereof upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Holder desires to acquire said option on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1. The Corporation hereby grants to the Holder the right and option (hereinafter called the "Option"), to purchase all or any part of an aggregate 75,000 shares of Stock on the terms and conditions herein set forth and in the Plan, which is incorporated by reference herein. The Holder acknowledges receipt of a copy of the Plan.

2. This Option shall be deemed to be an incentive stock option as defined in Section 422 of the Internal Revenue Code.

3. The purchase price ("Purchase Price") of each share of Stock subject to this Option shall be $0.59, subject to adjustment as provided in Section 7 hereof.

4. This Option shall be exercisable in whole or in part at any time or from time to time for a period commencing on the Grant Date and terminating at the close of business on July 1, 2018 (the "Exercise Period").

5. The Purchase Price of the shares of Stock as to which the Option is exercised shall be paid in full at the time of exercise by (a) cash or check payable to the order of the Corporation. The Holder shall not have any of the rights of a stockholder with respect to the Stock covered by the Option until the date of the issuance of a stock certificate to Holder for such shares of Stock.

6. A. Except as provided in Section 6(B), this Option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process on the rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void.

B. Upon the death of the Holder, any Option granted to him or the unexercised portion thereof, which was otherwise exercisable on his date of death, shall terminate unless such Option to the extent exercisable at death is exercised by the executor or administrator of his estate, within the earlier of one year following the Holder's death or the date of the expiration of the Option.

C. The Board of Directors of the Corporation (the "Board") may require, as a condition to the sale of Stock or the exercise of any Option, that the person exercising such Option give to the Corporation such documents including such appropriate investment representations as may be required by counsel for the Corporation and such additional agreements and documents as the Board shall determine to be in the best interests of the Corporation.

7. A. If the outstanding shares of Stock of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of stock or securities of the Corporation or stock of a different par value or without par value, through reorganization, recapitalization, reclassification, stock dividend, stock split, forward or reverse stock split or otherwise, then in each case the Purchase Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Option shall be adjusted to a number determined by dividing the number of shares issuable upon exercise of this Option immediately prior to such record date by the above fraction.

B. Adjustments under this Section 7 or any other adjustment in the terms of this Agreement made in accordance with the terms of the Plan as a result of a merger, consolidation, sale of substantially all of the Corporation's assets or similar transaction affecting the Corporation as specified in Section 7 of the Plan, shall be made by the Board of Directors, whose determination as to what adjustments shall be made, and the extent thereof, shall be final binding and conclusive. No fractional shares of Stock shall be issued under the Plan or any such adjustment.

8. Subject to the terms and conditions of this Agreement, the Option may be exercised with respect to all or any portion of the Stock subject hereto by the delivery to the Corporation, at its principal place of business of (a) the written Notice of Exercise in the form attached hereto as Exhibit A, which is incorporated herein by reference, specifying the number of shares of Stock with respect to which the Option is being exercised and signed by the person exercising the Option as provided herein, (b) payment of the Purchase Price and (c) payment of any withholding tax that the Corporation may be required to withhold as a result of exercises of the Option by the Holder. Subject to the provisions of the Plan, the Corporation shall issue and deliver a certificate or certificates representing said Stock as soon as practicable after the notice and payment is so received. The certificate or certificates for the Stock as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, and shall be delivered as aforesaid to or upon written order of the person or persons exercising the Option. In the event any person or persons other than the Holder are exercising the Option pursuant to the Plan, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

9. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the Plan shall in all respects be controlling.

10. All offers, acceptances, notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. These shall be deemed given hereunder when so delivered or received, as the case may be.

11. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

12. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof.

13. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors and assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

	PREMIER ALLIANCE GROUP, INC.

	By:	/s/ Larry W. Brumfield
		Larry W. Brumfield, Chief Financial
		Officer and Secretary

	HOLDER: ______________________

EXHIBIT A

NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION

Name ________________________________
Address ______________________________
_____________________________________
Date _________________________________

Premier Alliance Group, Inc.

4521 Sharon Road

Charlotte, North Carolina 28211

Attention: Mark Elliott, CEO / President

Re: Exercise of Premier Alliance Group. Inc. Stock Option

Gentlemen:

Subject to acceptance hereof in writing by Premier Alliance Group, Inc. (the "Company") pursuant to the provisions of the Company’s 2008 Stock Incentive Plan, I hereby elect to exercise options granted to me to purchase ___________ shares of the Company’s common stock under the Premier Alliance Group, Inc. Incentive Stock Option Agreement dated as of ___________, 201_ (the "Agreement"), at $_________ per share (subject to adjustment as provided in the Agreement).

Enclosed is a check in the amount of $________, representing the full purchase price, payable to the Company’s order. If applicable, I have also enclosed a check payable to the Company representing payment of applicable withholding taxes.

As soon as the Stock Certificate is registered in my name, please deliver it to me at the above address.

	Very truly yours,

AGREED TO AND ACCEPTED:

this ____ day of ___________, 201_

PREMIER ALLIANCE GROUP, INC.

By:
Mark Elliott, CEO / President

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,571,427

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.1% (1)

TYPE OF REPORTING PERSON*

IN