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Alliance Media Group Holdings, Inc.

400 N Congress Avenue

Suite 130

West Palm Beach, FL 33401

July 20, 2012

By EDGAR
Transmission and by USPS

Susan C. Block

Attorney-Advisor

U.S. Securities and Exchange Commission.

100 F Street N.E.

Washington, D.C. 20549.

Re:

Alliance Media Group Holdings, Inc.

Form
S-1

Filed May 23, 2012

File No. 333-181633

Ladies and Gentlemen:

On
behalf of Alliance Media Group Holdings, Inc. (the “Company”), we hereby submit the Company’s response to the
comment of the staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter,
dated June 19, 2012, providing the Staff’s comments with respect to the above referenced report.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the
Company. References in this letter to “we”, “us” and “our” refer to the Company unless the
context indicates otherwise.

General

1.

Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart
Our Business Startups Act, please disclose on your prospectus 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 Section 107(b) of the JOBS Act:

U.S. Securities and Exchange Commission

July 20, 2012

Page 2

·
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

·
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 explaining
that this election allows you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies 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. Include a similar 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.

COMPANY
RESPONSE

We
have included the required disclosure regarding the JOBS Act on the cover page of our Prospectus.

We have also included the following in our
disclosure:

·

A description of how and when our company may lose emerging growth company status;

·

We have briefly described the various exemptions that are available to us, 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

·

We have stated our election to maintain a status as an “Emerging Growth Company”
under the JOBS Act;

·

We have
provided a risk factor and a statement in our critical accounting policies explaining that
this election allows you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards
apply to private companies.

2.

It appears the registration fee should be calculated by reference to Rule 457(a). Please revise
footnote (1) to the fee table accordingly or explain the reference to Rule 457(e).

COMPANY
RESPONSE

We
have corrected the reference to Rule 457(a).

3.

It appears from your disclosure that you may be a shell company pursuant to Rule 405

U.S. Securities and Exchange Commission

July 20, 2012

Page 3

of the
Securities Act. Please revise to disclose your status as a shell company or advise.

COMPANY
RESPONSE

While
technically the Company may fall within the definition of “shell company” set forth in Rule 405, the Company and its
founders clearly do not exhibit any of the characteristics of the abuses which Rule 405 and Release # 33-8587 were intended to
address. Specifically:

·

The Company has a specific business plan which it fully intends to pursue. This business plan has been in development for
some time and the Company’s strategy for becoming a publicly-reporting company is to facilitate raising capital to pursue
its business plan and to have stock which is subject to the public reporting requirements to potentially use in connection with
the acquisition of rights to intellectual property which it can them develop as motion pictures.

·

The Company has never sought and has no intent to seek any merger partner or business combination transaction.

·

The founders of the Company have not placed any business assets in the Company with the intent to avoid classification as
a “shell company”.

·

While the Company is a startup, development stage company, such status does not automatically imply that it is a shell company
(see Release # 33-8869, below).

Footnote
32 to Release # 33-8587 provides the clearest insight into the rationale behind the designation of certain companies as “shell
companies”:

“We have become aware of a practice
in which a promoter of a company and/or affiliates of the promoter appear to place assets or operations within an entity with the
intent of causing that entity to fall outside of the definition of “blank check company” in Securities Act Rule 419.
The promoter will then seek a business combination transaction for the company, with the assets or operations being returned to
the promoter or affiliate upon the completion of that business combination transaction. It is likely that similar schemes will
be undertaken with the intention of evading the definition of shell company that we are adopting today. In our view, where promoters
(or their affiliates) of a company that would otherwise be a shell company place assets or operations in that company and those
assets or operations are returned to the promoter or its affiliates (or an agreement is made to return those assets or operations
to the promoter or its affiliates) before, upon completion of, or shortly after a business combination transaction by that company,
those assets or operations would be considered “nominal” for purposes of the definition of shell company.”

None of the factors which are detailed
in footnote 32 are present here.

U.S. Securities and Exchange Commission

July 20, 2012

Page 4

The Commission further addressed this
issue in Release # 33-8869, specifically in footnote 172:

“Rule 144(i) [the provision of
Rule 144 related to shell companies] does not prohibit the resale of securities under Rule 144 that were not initially issued by
a reporting or non-reporting shell company or an issuer that has been at any time previously such a company, even when the issuer
is a reporting or non-reporting shell company at the time of sale. Contrary to commenters’ concerns, Rule 144(i)(1)(i)
is not intended to capture a “startup company,” or, in other words, a company with a limited operating history, in
the definition of a reporting or non-reporting shell company, as we believe that such a company does not meet the condition of
having “no or nominal operations.” (emphasis added).

Notwithstanding the foregoing, and without
acknowledging that the Company is a “shell company”, the Company has amended its disclosure to include a specific risk
factor that the Company could be determined to be a “shell company” and to describe the implications of such status.

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 shareholders, 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 explanation should address the fact that the $1.00
per share price was the original price paid by some of the selling 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. Alternately, increase
the fixed price and pay the additional filing fee.

COMPANY
RESPONSE

We
have amended our disclosure to state that the $1.00 share price was the original price paid by some of the selling shareholders
and that the selling shareholders are prohibited from making any profits on sales unless and until there is an active trading market.

5.

Please include the dealer prospectus delivery requirements on the outside back
cover page of your prospectus. Refer to Item 502(b) of Regulation S-K.

COMPANY
RESPONSE

We
have included the following disclosure on the outside back cover of the prospectus:

U.S. Securities and Exchange Commission

July 20, 2012

Page 5

Dealer Prospectus Delivery Obligation

Until (date to be inserted),
all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver
a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.

Summary, page 1

The Company, page 1

6.
Please disclose in one of the opening paragraphs 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 substantial doubt regarding your ability
to continue as a going concern.

COMPANY
RESPONSE

We have
included the suggested language in our disclosure on the cover page of the prospectus.

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 requirements for the eight months subsequent
to April 30, 2012. We note in this regard your disclosure in the first risk 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.

COMPANY
RESPONSE

We have
included a summary of cash on hand as of the most recent practicable date together with our monthly burn rate together with a disclosure
that our current capital resources are not adequate to fund our requirements for the remainder of calendar year 2012. We have also
inserted this language in our “Plan of Operation”. Specifically, we have provided the following information:

Cash
on hand as of July 9, 2012:	$ 45,357.25

Monthly Burn:

approximately $3,000.00, comprising the following:

Office Rent

$ 800

Phone:

$ 335

Utilities:

$ 300

U.S. Securities and Exchange Commission

July 20, 2012

Page 6

Office Supplies:

$ 250

Travel:

$ 1000

Data Services:

$ 150

Risk
Factors, page 4

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

8.

Please clarify in this risk factor the specific factors which led your auditor to express substantial
doubt regarding your ability to continue as a going concern.

COMPANY RESPONSE

We
have amended the risk factor to state that the auditor’s going concern opinion was based entirely upon the Company’s
current lack of resources to execute its business plan.

Our
officers and directors devote 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 risks of conflicts
of interest because your officers and directors are involved with other activities
and you lack a policy for resolution of such conflicts. We note in this regard your
disclosure on page 20.

COMPANY RESPONSE

We
have amended our disclosure to state that Daniel de Liege, our CEO, will spend approximately 30 hours per week working on Company
business. He will spend approximately 20 hours per week in his role as President of Prelude Pictures. There is not a conflict of
interest between the two entities. It is envisioned that the Company may eventually enter into a mutually beneficial distribution
relationship with Prelude Pictures.

We
have further amended our disclosure to state that Frank Gutta, our CFO, will spend approximately 10 hours per week initially and
will expand his time as business dictates. Mr. Gutta is a CPA with an ongoing business and no conflict is envisioned between the
Company and Mr Gutta’s current client base.

We
do not have inadequate insurance coverage, page 8

10.

The risk factor discussion seems to indicate that you do not have adequate insurance coverage.
As such, please revise this risk factor subheading or advise.

U.S. Securities and Exchange Commission

July 20, 2012

Page 7

COMPANY
RESPONSE

This
was a typographical error and we have now inserted the word “adequate” in lieu of “inadequate” and otherwise
revised our disclosure.

Dilution,
page 12

11.

We note your disclosure that some of the shares will be issued upon conversion
of certain convertible securities. Please advise as to which of the transactions that
you disclose, as recent sales of securities from which the selling shareholders acquired
the shares, that you are referring to.

COMPANY
RESPONSE

The
reference to “convertible securities” was in error and has been deleted.

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, and 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 disclosure suggests that revisions
to the Prospectus Summary and Risk Factors are necessary, please make the appropriate changes.

COMPANY
RESPONSE

We
have amended our disclosure to, where possible, add specificity to our business plan as requested, including but not limited to
the plan to raise additional financing and the need for the same and what financial is currently available to the Company. We have
also made conforming revisions to the Prospectus Summary and Risk Factors where appropriate.

13.

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

COMPANY
RESPONSE

We
have revised our disclosure to state that no formal or informal arrangements currently
exist.

U.S. Securities and Exchange Commission

July 20, 2012

Page 8

14.

Please disclose how you expect to create or acquire motion picture rights to a film.

COMPANY
RESPONSE

We
have revised our disclosure to include the following:

“Owing
to perceived reputation and experience of our management and Board of Directors, we believe that the Company will have access to
a variety of sources that provide, among other things, story rights, complete screenplays, and complete projects ready for distribution.
These sources include talent agencies that represent writers, directors and producers, law firms that specialize in the representation
of writers, directors and producers, unions and guilds including the Screen Actors Guild, the Directors Guild and the Writers Guild
of America.

In
addition the Company intends to form strategic alliances with various domestic and foreign sales agents. This will allow the Company
access to various film markets that take place several times a year. It is part of the Company’s business plan to potentially
acquire production and distribution companies that also