SecProbe.io

July 19, 2011
 Via E-mail

Mr. Paul V. Gonzales   Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio  45242
Re: AMP Holding Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed March 31, 2011  File No. 0-53704

Dear Mr. Gonzales:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for Fiscal Year Ended December 31, 2010

 Unregistered Sales of Equity Securities, page 10

 1. We note the various stock and warrant transa ctions.  It is unclear why you have not
provided similar disclosure in your audited fina ncial statement notes.  As such, in future
filings please provide a note to your financial statements that discloses these transactions,
as pertaining to the years ended December  31 and the subsequent events period.  We
suggest, in addition to the narrative discus sion, you enhance the disclosure by providing a
table that summarizes by date and transacti on type (i.e., common stoc k or preferred stock
issuance, stock option or warra nt issuance, loan conversion, etc.) the number of shares,
options, or warrants, issued or granted, along with the stoc k price, exercise and/or
conversion price per share, and the total trans action amount.  Your disclosure in response

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 2

 to this comment and those that follow unde r this heading should be reflected in the
financial statement notes.
 2. Refer to the January 7, 2010 to March 4, 2010 subscription agreements whereby
1,042,062 common shares were issued for an  aggregate purchase price of $340,275.
Also, refer to the March 15, 2010 to October 22, 2010 transactions whereby an aggregate
of 7,256,000 common shares were sold fo r $2,902,400.  Please tell us where these
transaction have been reflected  in the statement of stockholde r’ deficit for the year ended
December 31, 2010.  Please reconcile the numbe r of shares issued and transaction
amount as shown in this section to that in the statement of stockholders’ deficit.
 3. Refer to the December 3, 2010 through Ma rch 29, 2011 transactions, whereby for the
period in December 2010, you sold an aggr egate of 1,570,000 common shares for an
aggregate purchase price of $942,000.  Please tell us where this has been reflected in the
statement of stockholders’ deficit for the year ended December 31, 2010.  Please explain
any reconciling differences in the numb er of shares or transaction amount.
 Management’s Discussion and Analysis

 Results of Operations, page 14

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 4. See the revenue discussion.  In future filings , please expand to disclose the total number
of experimental vehicles that were produ ced and sold in fiscal year 2010.  Explain
whether these were prototype ve hicles or full production inve ntory vehicles, and describe
why they were considered to be experimental vehicles.  To the extent they were prototype
vehicles, explain the reasons why you believe the recognition of revenue is appropriate,
rather than recording the prototype sales pri ce as an offset against the cost of production
or research and development.  Expand to discus s the event(s) that occurred in fiscal year
2010 in order to produce a limited number of  experimental vehicles, as we note no
revenues were recorded prior to 2010 and that vehicles a nd prototypes are included under
PP&E at December 31, 2010.

Liquidity and Capital Resources, page 14

 5. In future filings, please expand your cash flow s discussion to provide  in some detailed
description your varied use of  stock issuances to finance your operations, including sales
and issuances of stock, stock options and warra nts to raise liquidity  and, to compensate
employees and consultants.  Please explain that as you have not began regular revenue
producing operations, the source of your availa ble cash has been primarily from sales of
common and preferred stock, and debt issuances.

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 3

 6. See the first paragraph that di rectly follows the discussion of financing activities.  In
future filings, please disclose that your inde pendent auditors have issued an opinion on
your financial statements that raise substantial doubt as to your ability to continue as a
going concern.

Financial Statements

 Statements of Operations, page F-4

 7. In future filings, please reclas sify from Other income (loss) , the line item Gain (Loss) on
sale of assets to instead to be a co mponent of Loss from operations during the
development stage.  Refer to ASC Topic 360-10-45-5.
 8. In future filings, please expand your presentation of loss per sh are data to also include the
amount of diluted loss per share.  To the exte nt the diluted amount is the same as basic
loss per share, please expand the line item de scription to include both basic and diluted
loss per share.  We note that in addition to common stock outstanding, you have other
potential common shares, such as options and warrants, which would be used, if dilutive,
in a calculation of diluted earnings (l oss) per share.  See ASC 260-10-45-7.

Statement of Stockholders’ Equity, page F-5

 9. Please consider relabeling this  financial statement as the statement of stockholders’
deficit, rather than stockholders’ equity, as you have negative equity in each of the two
years presented.  Also, refer to the fiscal ye ar 2010 activity for the two lines identified as
Issuance of common stock, and fulfillment of stock subscriptions receivable, for the issuance of 171,969 and 7,401,000 common shares, aggregating $745,379 and
$2,946,960, respectively.  Please tell us how thes e shares and amounts reconcile with the
transactions disclosed under Unregister ed Sales of Equity Securities.

10. See the line item, Share based compensation for the year ended December 31, 2010, in
the amount of $1,436,979.  Please explain to us the computation of this amount.  To the
extent any of the multi-year consulting or service agreements discussed under
Unregistered Sales of Equity Securities are a component of this amount, in future filings
please disclose for each tran saction, the cost component recognized.  Your footnote
should distinguish between those transactions of share-based payment transactions with
employees (see ASC Topic 718-10) and thos e with non-employees (see ASC Topic 505-
50).

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 4

 Statements of Cash Flows, page F-6

 11. See your disclosure of Supplemental disclo sure of non-cash activ ities, for the March
2010 transaction of conversion of a $10,000 note payable into 29,750 common shares.
Please reconcile the number of sh ares with that of 2,125 shares  shown in the statement of
stockholders’ equity or tell us where the 29,750 shares have been recorded.
 Note 1. Summary of Significant Ac counting Principles, page F-7

 Basis of Presentation
 and Subsequent Events
 12. Please reconcile the disclosure that you have  subscription agreements for purchases of
your common stock in the amount of $1,088,065 and warrants to purchase 107,699
common shares with the disclosure on pa ge 13 under Unregistered Sales of Equity
Securities that between Ja nuary 26, 2011 and March 29, 2011 you sold common stock for
aggregate consideration of $1,076,990 a nd issued warrants to purchase 897,492
(excluding warrants to purchase 336,498 common sh ares issued to the JCI, the placement
agent).
 13. Please consider including an accounting polic y for your cash and/or cash equivalents,
along with disclosing the estimated useful liv es of the individual components of your
property, plant and equipment.
 Form 10-Q for Quarterly Period Ended March 31, 2011

 General

 14. Comments issued above on the Form 10-K shoul d also be reflected in the March 31, 2011
Form 10-Q, as applicable, such as, but not lim ited to, reclassification of the gain (loss) on
sale of assets within th e statements of operations.
 15. Please amend the March 31, 2011 Form 10-Q to include a statement of cash flows for the
three months interim and cumulative-to-dat e period.  The filing omits this required
financial statement.  We note your Form 10-Q instead includes a statement that is labeled
as being cash flows; however the information presented is duplicative of the statement of
operations.
  Note 1. Summary of Significant Accounting Principles, page 6

 16. Please include disclosure as to whether th e interim financial statements include all
adjustments that, in the opinion of manage ment, are necessary in order to make the
financial statements not misleading.  See Inst ruction 2 to Rule 8-03 of Regulation S-X.

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 5

 Management’s Discussion and Analysis

 Recent Developments, page 14

 17. With respect to the Distribution Agreement w ith Northern Lights Energy, please disclose
whether or not there was any material fina ncial consideration (i .e., cash, stock, options,
warrants, etc.) issued or received in exchange  for entering into the distribution agreement.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
  You may contact Beverly A. Singleton, Sta ff Accountant, at (202)  551-3328, or Margery
Reich, Senior Review Accountan t, at (202) 551-3347, if you have  questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3211 with any
other questions.
Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief