SecProbe.io

June 19, 2012
 Via E-mail

Daniel de Liege Chief Executive Officer and President  Alliance Media Group Holdings, Inc.  400 N. Congress Avenue Suite 130 West Palm Beach, FL 33401
Re: Alliance Media Group Holdings, Inc.
Registration Statement on Form S-1  Filed May 23, 2012
  File No. 333-181633

Dear Mr. de Liege:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please di sclose on your prospect us cover page that
you are an emerging growth company, and revise your prospectus to:

 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxley  Act of 2002 and Section 14A(a) and (b) of
the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:

 Daniel de Liege
 Alliance Media Group Holdings, Inc.   June 19, 2012  Page 2
 o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement
that the election is irrevocable; or
o If you have elected to use th e extended transition period for complying with new or
revised accounting standards under Section 102(b )(1), provide a risk factor explaining
that this election allows you to delay the adoption of new or revised accounting
standards that have different effective da tes for public and private companies until
those standards apply to private companies.  Pl ease state in your risk factor that, as a
result of this election, your financial statements may not be comparable to companies
that comply with public company effective da tes.  Include a sim ilar statement in your
critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

2. It appears the registra tion fee should be calculated by refe rence to Rule 457(a).  Please
revise footnote (1) to the f ee table accordingly or explain the reference to Rule 457(e).

3. It appears from your disclosure  that you may be a shell comp any pursuant to Rule 405 of
the Securities Act.  Please revise to disclo se your status as a sh ell company or advise.

4. We note your disclosure on the cover page that the initial offering price of $1.00 per
share is the price paid by the selling share holders, although from your disclosure it does
not appear that all of the selling shareholders paid that price. Please  revise the disclosure
at each relevant place in the filing to provide the basis for setting the share price in this
offering at $1.00.  Your explan ation should address the fact that the $1.00 per share price
was the original price paid by some of the se lling shareholders and discuss the fact that
this prohibits those selling shareholders from making any profit on sales unless and until there is an active trading market.  Altern ately, increase the fixed price and pay the
additional filing fee.
5. Please include the dealer prospectus deliver y requirements on the outside back cover
page of your prospectus.  Refer to  Item 502(b) of Regulation S-K.
 Summary, page 1

 The Company, page 1

6. Please disclose in one of the opening paragr aphs that you have not generated revenues,
your net losses to date, for the most recent audit period and any interim stub,  and that
your auditor has expressed subs tantial doubt regarding your abil ity to continue as a going
concern.

7. Please disclose in the summary your cash on hand and monthly burn rate and that your
current capital resources are not adequate to fund your requi rements for the eight months
subsequent to April 30, 2012.  We note in this  regard your disclosure in the first risk

 Daniel de Liege
 Alliance Media Group Holdings, Inc.   June 19, 2012  Page 3
 factor on page 6.  Please also disclose your current cash balance as of the most recent
practicable date.  Revise to update your cash balance on hand with any subsequent
amendments.  Similarly revise under “Plan of Operation,” at page 15.
 Risk Factors, page 4

 Our independent auditors have expressed substantial doubt about our ability, page 4

8. Please clarify in this risk f actor the specific factors whic h led your auditor to express
substantial doubt regarding your ability to continue as a going concern.
 Our officers and directors de vote limited time to, page 5

9. Please revise to quantify the amount of time each officer is expected to contribute to you
on a weekly basis and expand this risk factor to describe the ri sks of conflicts of interest
because your officers and directors are invo lved with other activ ities and you lack a
policy for resolution of such conflicts.  We not e in this regard your disclosure on page 20.
 We do not have inadequate insurance coverage, page 8

10. The risk factor discussion seems to indi cate that you do not have adequate insurance
coverage.  As such, please revise th is risk factor s ubheading or advise.
 Dilution, page 12

11. We note your disclosure that some of the sh ares will be issued upon conversion of certain
convertible securities.  Please advise as to wh ich of the transactions that you disclose, as
recent sales of securities from which the se lling shareholders acquired the shares, that you
are referring to.
 Management’s Discussion and Analysis, page 15

 Plan of Operation, page 15

12. Please revise this entire section to add specificity about your business plan and the
obstacles you face in implementation. In doing so,  please add additional detail where
possible about costs, milestones, timelines, a nd any additional financing needed and your
plans for obtaining such additional financing.  If additional financing is currently not
available, please make that clear.  Also, if any of the revised disc losure suggests that
revisions to the Prospectus Summary and Risk Factors are necessary, please make the
appropriate changes.

13. Please disclose here whether your principals have made formal or informal arrangements
to advance funds to you.  If so, disclo se the nature of those arrangements.

 Daniel de Liege
 Alliance Media Group Holdings, Inc.   June 19, 2012  Page 4
 14. Please disclose how you expect to create or acquire motion picture rights to a film.

15. We note your disclosure on page 10 that you expect to make motion pictures with
production budgets of $3 to $10 million or more .  Please disclose how you anticipate this
budget will be allocated for each of the six st ages of a film product, which parties are
responsible for financing at each stage, and th e anticipated sources of  funds to the extent
you are responsible for financing.

16. We note your summary disclosure captioned “Motion Picture Indus try Overview” and
“Motion Picture Marketing Plan.”  Please re vise this section to  include detailed
disclosure of the independent motion picture industry and disclosure of your specific
plans to market, advertize, and promote films that you develop.

17. In this regard, please discuss how you will advertise and promote your films once they
have been rented or licensed.  In partic ular, explain how you e xpect to “maintain
oversight” over the advertising a nd promotion of your productions.

18. Given that there appear to be significant differences be tween the business of film
production and the business of film distribut ion, please discuss in detail your business
plan with respect to distribu tion in a separately captioned subsection within your Plan of
Operations.

19. Please clarify whether you inte nd to limit the films you produce to “faith-based or church
promotions” and discuss whether there are any ma terial differences in this target audience
compared to the market for independent film s as a whole. Please expand your disclosure
to clarify what is meant by “faith-based or church promotions” and if this means that the
content of the productions are to  be faith-based as well.  Pr ovide clarifying disclosure
under “Motion Picture Marketing Plan,” at page  3, and anywhere else this is discussed.

20. Please describe in detail here  the “target-specific marketi ng plans” you reference in the
fourth paragraph on page 3.

21. Please describe here the efforts referenced in the last sentence of the fourth paragraph on
page 3.  Disclose which of your ma nagement worked on the production of The Passion of
the Christ  and in what capacities.

22. Please disclose the extent to which you expect to rely on actors, screenwriters, and others
who may be represented by various movie indus try unions and, if so, discuss how this is
expected to affect your business.

23.
Please disclose in a separately captioned sect ion government regulations applicable to the
movie production and distribution industries which are expected to materially affect your
business.

 Daniel de Liege
 Alliance Media Group Holdings, Inc.   June 19, 2012  Page 5
 Directors and Executive Officers, page 18

24. For each director, please briefly discuss the sp ecific experience, qualifications, attributes
or skills that led to the c onclusion that the person should serve as a director for the
registrant at the time that the disclosure is made, in light of the registrant's business and
structure.  Refer to Item 401(e)(1) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 19

25. Please revise the first paragraph on page 20 to specifically disclose other business
activities engaged in by each of your officers and directors which may conflict with you
or advise.
 Selling Security Holders, page 21

26. Please disclose in a footnote to the table of selling security holders  the natural person(s)
who exercise voting power and investment pow er over the shares of common stock held
by AIH, LLC.
27. Please briefly clarify, perhaps by footnote, which of the recent sales of unregistered
securities the selling shareholders received the shares listed in the selling shareholder
table.
 Plan of Distribution, page 24

28. Please disclose that Daniel de Liege and Mark  W. Koch are underwriters or tell us why
you believe these two selling security hol ders are not statutory underwriters.

29. We note your disclosure that says, “None of the selling shareholder who are affiliates of
broker-dealers . . . .” At page 21, under “Selli ng Security Holders,” you state that none of
the selling security holders are known to be affiliates of brok er-dealers.  Please revise for
consistency and advise.
 Item 12.  Recent Sales of Unregistered Securities, page 29

30. We note that you completed a private offeri ng on April 30, 2012 in reliance on Rule 506
of Regulation D.  Please revi se to briefly describe the facts relied on to make the
exemption available.  Additionally, we are unable to locate any Forms D filed in connection with this offe ring.  Please advise.
 Signatures, page 32

31. Please revise the second signature block to  include the signature of your principal
accounting officer or controller.  To the extent a signatory is signing in more than one
capacity, please indicate each capacity in which he is signing.

 Daniel de Liege
 Alliance Media Group Holdings, Inc.   June 19, 2012  Page 6
 Exhibit 5.1

32. Please remove the information at the bottom of  the page that indica tes that counsel is
admitted to practice in the State of Ca lifornia, but not admitted in Hawaii.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3210 with any
questions you may have.
Sincerely,
  /s/ Susan Block
Susan C. Block  Attorney-Advisor