SecProbe.io

August 10, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 24 , 2012
  File No. 333 -181633

Dear Mr. de Liege :

We have reviewed your response to our letter dated June 19, 2012 and have the following
additional comments.

General

1. We note your response to prior comment 4.  Please  revise throughout to  clarify in which
transactions selling shareholders paid $1.00 per share, as it appears  from your disclosure
in Note 2 to your Fin ancial Statements and Recent Sales of Unregistered Securities  that
none of your outstanding shares of common stock were originally sold at this price.

2. Additionally, please revise the last sentence of the second  paragraph on the prospectus
cover page for consistency by clarifying, if true, that some  selling shareholders may be
precluded from making a profit on the resale of their shares.

3. Please supplementally  provide us with any written materials that you or anyone
authorized to do so on your behalf provide s in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.  S imilarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker  or dealer that is participating or will participate in your offering.

Prospectus Cover Page

4. The prospectus cover page should be limited to one page.  Please relocate the  revised
disclosure responsive to prior comment 6 to one of the opening paragraphs o f the
prospectus  summary .  In your revised and relocated disclosure , please quantify your net

 Daniel de Liege
 Alliance Media Group Holdings, Inc.
 August 10, 2012
 Page 2

 losses for the audited period and most recent interim period.  Additionally, the disclosure
regarding emerging growth company status beginning in the tenth paragr aph and ending
with the paragraph immediately preceding “The date of this Prospectus” should be
relocated to an appropriate place  in the prospectus , other than the cover page . Refer to
Item 501(b) of Regulation S -K.

The Company, page 1

Business Overview , page 1

5. You appear to repeat the first two paragraphs in this section.  Please revise to eliminate
this duplication.

Risk Factors, page 4

Our officers and directors devote limited time to the Company’s business, page 5

6. We note your response to prior comment 9.  Please expand your discussion of the
possible conflicts because your officers do not devote full time to you and because of
their involvement with other film companies.  Additionall y, please revise the fourth and
eight sentences of the risk fac tor as this disclosure  as currently drafted  mitigates the risk
presented.  Additionally, please remove the fifth sentence of the risk factor or revise to
clarify why this disclosure is relevant  to the risk presented.

The Business, page 15

7. We note your r esponse to prior comment 18.  Please clarify, if true, that you have no
current plans or arrangements to acquire other businesses.

8. With a view to revised disclosure, please provide us with the basis for your belief that
your “perceived reputation and ex perience” will give you access to sources for potential
film projections  or remove .

9. We note your response to prior comment 14.  Please discuss in detail the concrete steps
you have taken to date to develop and implement your business plan and commence
operations.  In this regard, please expa nd your discussion regarding production and
opportunities reference d in the last paragraph on page 15 by detailing the material steps
needed  to pursue the things under consideration and the timeline for pursuing any
projects under consideration , including needed financing.   Additionally, explain the
process by which you will identify and commit to one film by the end of calendar 2012
that you reference in the last paragraph on page 15.

 Daniel de Liege
 Alliance Media Group Holdings, Inc.
 August 10, 2012
 Page 3

 Critical Accounting Policies, page 19

10. We note the disclosure on page 19 that has been provided in response to prior comment 1
but do not believe your revisions are fully responsive to our prior comment. Please revise
your discussion on page 19 to state your election under Se ction 107(b) of the Jobs Act:

 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.

 If you have elected to  use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor in the
filing explaining that this election allows you to delay adoption of new or revised
accounting standards that h ave different effective dates for public and private until
those standards apply to private companies. Please 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 dates. A similar statement should be
included in your critical accounting policy disclosures on page 19.

Directors and Executive Officers, page 20

11. In discussing Mr. de Liege’s and Mr. Koch’s experience, please clarify the year that
Prelude Pictures was no longer located on the Paramount Pictures studio.

12. Please refer to the second to last paragraph in this section.  Please revise to balance your
disclosure by indicating that there is no guarantee that you will be able to enter into a
mutually beneficial relationship with Prelude Pictures and that you currently do not have
an agreement with Prelude Pictures.

Certain Relationships and Related Transactions, page 22

13. We note your response to our prior comment 25.  Please relocate the ad ded disclosure to,
we suggest, under “Directors and Executive Officers,” as the information provided here is
not responsive to Item 504 of Regulation S -K, Transactions with Related Persons.

Recent Sales of Unregistered Securities, page

14. Please also inclu de th e July 6, 2012 transaction,  which  is disclosed on page 2.

Plan of Distribution, page 25

15. We note your response to prior comment 28 .  Please remove the fifth paragraph on page
27 as it is inconsistent with your disclosure on page 26 that the selling s hareholders “may
be deemed” underwriters  and Securities Act Rule 145 is not applicable to this offering.

 Daniel de Liege
 Alliance Media Group Holdings, Inc.
 August 10, 2012
 Page 4

 Item 12.  Recent Sales of Unregistered Securities, page 32

16. Please disclose the issuance of the Convertible Debenture on July 6, 2012.  We note your
disclosure in the last paragraph on page 2.

Signatures, page 35

17. We note your response to prior comment 31  and reissue.  Please identify Frank Gupta as
your principal accounting officer or controller in the second  signature bl ock, i.e.,  the
signature that  currently  appears at the top of page 36 and follows the language “this
registration statement was signed by the following person in the capacities and date
stated .”

Exhibit 23

18. Please include a currently dated consent of the independent registered publi c accounting
firm in any future amendments to the Form S -1 registration statement.

You may contact Effie Simpson  at (202) 551 -3346 or Linda Cvrkel, Accounting Branch
Chief,  at (202) 551 -3813  if you have questions regarding comments on the financial statements
and related matters.  Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -
3210  with any other questions.

Sincerely,

 /s/ Susan Block

Susan C. Block
Attorney -Advisor