SecProbe.io

June 25 , 2014

Via E-Mail
Mr. Daniel d e Liege
Chief  Executive  Officer
Alliance Media Group Holdings, Inc.
400 North Congress Avenue
Suite 130
West Palm Beach, FL 33401

Re: Alliance Media group Holdings, Inc.
 Form 10-K for the year ended December 31, 2013
Filed May 19, 2014
  File No.  000-54942

Dear  Mr. De Liege :

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 advising us when you will provide the requested
response .  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 the information you provide in response to these  comments, we may
have additi onal comments.

Form 10 -K for the fiscal year ended December 31, 2013
Note 6 – Investment in Carbolosic

1. We note that on December 26, 2013, AMG Renewables, LLC, a wholly -owned
subsidiary of the c ompany, entered into an agreement to acquire the controlling  interest
(51%) in AMG Energy Group, LLC from certain related parties for a consideration
comprising $2,200,000 cash, payable upon th e successful completion of the c ompany’s
pending private offering, together with delivery of 7,266,000 shares of Company
common stock.  In connection with the ac quisition, an amount which the c ompany owed
to AMG Energy ($190,177) for various loans and consulting fees was  eliminated in the
acquisition.  We further note the acquisition of AMG Energy Group was accounted for
using  the equity method of accounting.   In this regard, please tell us why you believe
equity method of accounting is appropriate in light of the fact you acquired controlling
interest in AMG Energy Group.  As part of your response, please tell us how your

Mr. Daniel de Liege
Alliance Media Group Holdings, Inc.
June 25 , 2014
Page 2

 accounting treatment complies with the guidance prescribed in ASC 810 -10-25.  If upon
further consideration, you determine that in fact consolidation accounting is appropriate,
please amend your financial statements accordingly.  We note from your disclosures
contained elsewhere in the filing it appears the company and AMG Energy Group LLC
may have been entities under common control prior to the acquisition.  If true, the assets
transferred should be accounted for at historical cost pursuant to ASC 805 -50.

2. Further, as the acquisition of AMG Energy Group LLC is a significant business
acquisition, you are required to file audited financial statements pursuant to Rule 8 -04(b)
of Regulation S -X.  Please confirm your understanding of this matter and inform us of
when such financial statements will be filed in your next response.

3. Notwithstanding the above, please revise the notes to your financial statements to include
significant equity investee disclosures required by Rule 8 -03(b)(3) of Regulation S -X.
Additiona lly, please provided audited financial statements for AMC Energy Group, LLC
in light of its materiality relative to your financial statements.  Your may refer to Rule 3 -
09 of Regulation S -X for reference purposes.

Form 10 -Q for the quarter ended Mar ch 31, 2014
Notes to the financial statements
Note 13.  Subsequent Events

4. We note from your disclosures  contained elsewhere in  the filing that you acquired
identifiable intangible assets related to the American Idol style reality series World Star
and the  complet ed documentary Making of a Saint during fiscal 2013 for cash and
common stock  consideration totaling $924,040.  We also note during April 2014 you
notified the seller that you rescinded the agreements and see k the return of company
stock issued in the transactions and that no impairment has been recognized for related
intangible assets as of March 31, 2014.  In this regard, please tell us why the intangible
assets remain on the balance sheet and are fully recoverable at March 31, 2014 and at
Decembe r 31, 2013 in light of the events that have transpired and the fact that it appears
you seek only the return of the company’s stock.  Please provide us with your analysis for
determining that the assets are recoverable at each reporting date, taking into a ccount the
timeline of when the potential misrepresentations of the seller were discovered and filing
of the lawsuits.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  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 adeq uacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

Mr. Daniel de Liege
Alliance Media Group Holdings, Inc.
June 25 , 2014
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Jean Yu  at (202)
551-3305 if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned, at (202) 551 -3750  with any other questions.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief