SecProbe.io

Mail Stop 3561
July 1, 2009
  Michael J. Levitt, Chairman of the Board of Directors Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35
th Floor
New York, New York  10022
 Re: Alternative Asset Mana gement Acquisition Corp.
  Revised Preliminary Proxy Statement on Schedule 14A   Filed June 23, 2009   File No. 001-33629
 Great American Group, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-4
  Filed June 23, 2009   File No. 333-159644

Dear Mr. Levitt:

We have reviewed your letter dated June 22, 2009 in response to our June 16,
2009 comment letter, your re vised preliminary proxy statement on Schedule 14A and
amendment number one to your registration statement on Form S-4 and we have the
following comments.  Where indicated, we think you should revise your documents in
response to these comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Pleas e be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

Preliminary Proxy Statement on Schedule 14A

 General

1. We note that in response to comment one of our letter dated June 16, 2009, you
indicate that the Acquisition may still be consummated if “AAMAC, the Company and Merger Sub on the one hand, and each of Great American and the Great American Members or their representative on the other hand” wa ive the condition to
the Acquisition that the Warrant Redemption Proposal must first be approved.  Please

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 2

revise your disclosure throughout  your document to clearly state that the approval or
waiver of the Warrant Redemption Proposal by your warrantholders  is a condition to
the Acquisition and to state whether the par ties intend to waive this condition in the
event that the Warrant Redemption Proposal  is not approved.  We understand that you
provide a parenthetical statement in the thir d paragraph of page 85 indicating that the
Warrant Redemption Proposal condition can be waived, but it doe s not appear that
your filing indicates whether the parties intend to implem ent such a waiver in the
event that the propos al is not approved.
2. In this regard, please also revise your di sclosure throughout your filing to discuss the
following in the event that  the Warrant Redemption Proposal is not approved:
• whether you plan or intend to file a registration statement to cover the common
shares underlying the warrants;
• in the event that you do not  file a registration statement to cover the common
shares underlying the warrants, the eff ect of section 6(b) of the Warrant
Agreement, filed as Exhibit 4.4 to your registration statement filed on Form S-1
on July 27, 2007, on a warrantho lder’s ability to exer cise the warrants; and
• the potential dilutive effects to your curre ntly outstanding and issued shares of
common stock in the event that the warrants are exercised.

The Charter Amendment Proposal (Page 72), page 19
3. We note your response to comment five of  our letter dated June 16, 2009.  Please
revise your disclosure throughout your filing to clearly explain that approval of the
Charter Amendment Proposal enables the Acquisition to consummate in a manner
pursuant to which the AAMAC shareholders  will not control the governing body of
the target entity, Great American Group, LLC, or the governing body of its parent,
Great American Group, Inc.  Your revisions  should remove any indication that the
Acquisition substantively meets the defin ition of business combination under your
Certificate of Incorporation, as currently drafted, and any indication that control by
your affiliate is the equivalent of  control by the AAMAC shareholders.
Comparative Share Information, page 39
4. We note your response to comment eight of our letter dated June 16, 2009.  Please
clarify whether the pro forma earnings pe r share data for December 31, 2008 is
positive or negative, as we note the pro forma statement of operations, page 108,
indicates a loss.  Further, please e xplain why the December 31, 2008 pro forma
diluted earnings per share do not match the amounts represented on the pro forma statement of operations, page 108.

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 3

The Acquisition Proposal, page 74
 Background of the Acquisition, page 75

5. We note your response to comment 14 of our letter dated June 16, 2009 and your
revisions in the first paragraph on page  76 stating that you are prohibited from
disclosing any information not already public ly disclosed regarding the Termination
Agreement with Halycon Asset Management, LL C.  Nonetheless, please disclose the
material circumstances surrounding the term ination, including th e reasons for the
termination, or disclose that  you have already disclosed a ll the material circumstances
surrounding the termination and that furt her discussion of the circumstances
regarding the termination of the Halycon agreement and related facts is not material.
6. We note your response to comment 15 of our letter dated June 16, 2009.  Please
disclose the “inherent conflic t of interest” to which you re fer and discuss the reasons
that you increased the fees payable by Great  American Group, LLC to B. Riley & Co.
by an amount equal to the finder’s fee previously payable to John Ahn under his
Finder’s Agreement.
7. We note your response to comment 18 of our letter dated June 16, 2009.  In the last
sentence of the second paragraph on page 76, you state that none of the potential
acquisition targets you considered were co mparable to Great American Group, LLC.
Please disclose your reasons for this conclusion.

The Purchase Agreement, page 82
8. We reissue comment 24 of our letter date d June 16, 2009, in part.  In the fourth
paragraph on page 82, you state that you do not believe that the confidential
disclosure schedules contain information th at the securities la ws require to be
publicly disclosed other than that which you have already disclosed.  Please revise
this disclosure to specifically state, if  accurate, that you have determined that the
information contained in the confidential disclosure schedules and not otherwise
disclosed in your filing is not material to an investment decision.  In this regard,
please identify for us the specific locations where you have disclosed all the material
information contained in the confidential disc losure schedules that is necessary for an
investment decision.  Alternatively, pleas e disclose the material information
contained in the confidential schedules in your filing.
9. We note your response to comment 26 of our letter dated June 16, 2009 and your
revised disclosure in the fourth paragra ph on page 82 and we reissue our comment.
Again, please revise your disclosure to re move any potential implication that your
description of the Purchase Agreement or  the Purchase Agreement itself does not
constitute public disclosure under the federal securities la ws.  In this regard, please
address the following:

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 4

• Please revise your statement that the repr esentations, warranties and covenants in
the Purchase Agreement “should not be relied upon.”
• Please revise your statement that the assertions embodied in the Purchase
Agreement’s representations, warranties a nd covenants were made “solely” for
purposes of the contract among the respective parties.
• Please revise your statement that, other th an regarding the information that has
already been disclosed, the representati ons, warranties and covenants “should not
be relied on” as accurate or complete char acterizations of the actual state of facts
as of any specified date, since they are modified by the underlying disclosure
schedules.
Unaudited Pro Forma Condensed Combined Financial Data, page 104
10. We believe the transaction is more appropr iately considered a reverse acquisition in
accordance with SFAS 141R.  Please revi se your disclosure accordingly.
11. In-light of the conferen ce call with SEC staff on June 30, 2009 and your SFAS 141R
analysis in response to comment 28 of our letter dated June 1 6, 2009, please provide
us with a robust analysis of the mostly like ly voting ownership scenario at the closing
of the transaction.  Your response should also address the following:
• Board Composition – We note Great American board members are not up for vote
by the shareholders until the year 2011.  Explain how a two year lock-up is
considered substantive for control purposes.
• Maximum conversion – Explain your basis in determining a maximum conversion
scenario, where AAMAC stockholders hol ding 30% of the AAMAC public shares
less one share exercise their conversion ri ghts and that such shares are converted
into their pro rata share of the funds in  the trust account.
• Please tell us your consideration of the likelihood of warrantholders approving the
Warrant Redemption and redeeming th eir shares for $0.50 a share versus
converting their warrants into shares of the company at closing with an exercise
price of $7.50 a share when the stock is  currently trading at approximately $9.80.
12. We note your pro forma presentation a ssumes minimum conversion and maximum
conversion resulting in former AAMAC stockholders and founders with voting
interests of approximately 80% and 75%, respectively, following consummation of the transaction.  Assuming you determined this  is the mostly likely voting ownership
scenario for purposes of your SFAS141R an alysis, please explain why you believe
the existence of the minority voting intere st, Great American senior management, and

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 5

a two year lock-up on the board of direct ors outweighs the voting interest held by
AAMAC stockholders and founders in conc luding Great American has control.
13. We note there is uncertainty surrounding the Warrant Redemption.  Changes in the
outcome of the Warrant Redemption proposal  could significantly  increase AAMAC’s
voting interests.  Please consider the like lihood of reaching a different outcome at the
closing of the transaction and tell us whether your accounting would change as a
result.  If so, separate pro forma presen tations reflecting the most likely scenarios
would facilitate a readers understanding of  your expectations.  Refer to Rule 11-
02(b)(8).
Notes to the Unaudited Condensed Combined  Pro Forma Financial Statements, page 109
2. Pro Form Adjustments and Assumptions, page 110
14. We note your response to comment 33 of our  letter dated June 16, 2009.  We believe
the transaction is more appropriately cons idered a reverse acqui sition and SFAS 141R
does apply to the transaction.  Such amounts should be presented as an adjustment to
pro forma retained earnings with an appropria te explanation in the notes.  Given the
non-recurring impact the costs are not required as a pro forma income statement adjustment to expense.  Reference is made to SFAS141R, paragraph 59.
15. We note your response to comment 38 of our  letter dated June 16, 2009.  We do not
concur that your cash balance is factually supportable and that cash was not used in
operations.  Please revise accordingly.
Great American’s Management Discussion and Analysis of Financial…, page 151

Revenues, page 154
16. We note your response to comment 42 of our letter dated June 16, 2009.  Your
disclosure remains unclear.  In your disc ussion of revenues on page 154, you refer to
an increase in liquidation services as the pr imary reason for the increase in revenues.
To help us understand please clarify what  liquidation services you are referring to.
Contrast these services with the liquidati on engagement referred to in your discussion
of costs of revenues as decreasing in  2009.  Given the assorted liquidation
engagements you may offer and the significan t revenues contributed by such services,
tabular disclosure of the various liquidati on services/engagements with corresponding
revenues and costs would be beneficial.

Beneficial Ownership of Securities, page 180
17. We note your response to comment 49 of our  letter dated June 16, 2009.  However, it
does not appear that you have provided the natural person, natural persons or

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 6

registered company who exercise the sole or  shared voting or di spositive power with
respect to the shares in the table owned by Fir Tree, Inc., HBK Investments L.P.,
Millenco LLC, OHL Limited and QVT Financia l LP.  Please revise or advise us why
you are unable to do so.

Notes to Consolidated Financial Statements, page F-36
 (e) Revenue Recognition, page F-38

18. We note your response to comment 57 of our letter dated June 16, 2009.  Our
comment requested you specifically addre ss how you determined it was appropriate
to record the sale of items net for whic h you hold title.  We are not persuaded net
reporting is appropriate for t hose transactions where Grea t American is the primary
obligor, has general inventory and credit risk and has latitude  in establishing pricing.
Please tell us specifically how net repor ting is appropriate for goods acquired and
held for sale or auction based on the guidan ce in EITF 99-19 or re vise your financial
statements and related disclosures accordingly.

Accounts Receivable, page F-47
19. We note your response to comment 60 of our  letter dated June 16, 2009.  We also
note amounts payable by Great American approximate 15% and 29% of current
liabilities at March 31, 2009 and December 31, 2008, respectively.  In concluding that
these amounts were clearly insignificant to  your consolidated financial statements
and, therefore, could be netted against am ounts due from the Factor, please tell us
what consideration was given to your debt co venants.  Further, please tell us why the
payable to the Factor as of March 31, 2009 is  considerably more than the receivables
sold to the Factor for the three months ended March 31, 2009.

Amendment No. 1 to Registration Statement on Form S-4
 General

20. Please address the above comments rega rding Alternative Asset Management
Acquisition Corp.’s revised preliminary proxy statement on Schedule 14A to the
extent they are applicable to your am ended registration statement on Form S-4.

* * *

As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ents to expedite our review.  Please furnish
a cover letter with your amendments that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 7

Please understand that we may have addi tional comments after reviewing your
amendments and responses to our comments.   You may contact Scott Stri nger, Staff Accountant, at  (202) 551-3272, or in his
absence, Donna DiSilvio, Review Accountan t, at (202) 551-3202 if  you have questions
regarding comments on the financ ial statements and related matters.  Please contact Chris
Chase, Attorney-Advisor, at (202) 551-3485, Jo hn Fieldsend, Attorney-Advisor, at (202)
551-3343 or me at with any other questions.
Sincerely,

H. Christopher Owings Assistant Director
  cc: Douglas S. Ellenoff, Esq.
Ellenoff Grossman & Schole LLP
  Robert R. Carlson, Esq.
Paul, Hastings, Janofsky & Walker LLP

David Miller, Esq. Graubard Miller
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