BLUE BIOFUELS, INC. - FORM 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2014

Commission File Number: 000-54942

ALLIANCE MEDIA GROUP HOLDINGS, INC.

______________________________________________________

(Exact name of registrant as specified in its charter)


	Nevada		45-4944960
	(State of organization)		(I.R.S. Employer Identification No.)

400 N Congress Avenue Suite 130

West Palm Beach, FL 33401

________________________________________

(Address of principal executive offices)

(888) 607-3555

_______________________________________________

Registrant’s telephone number, including area code

______________________________________________

Former address if changed since last report

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

Securities registered under Section 12(g) of the Exchange Act:

Common Stock $.001 par value

There were 33,279,748 shares of common stock outstanding as of May 15, 2014.

TABLE OF CONTENTS

_________________

PART I - FINANCIAL INFORMATION


ITEM 1.		INTERIM FINANCIAL STATEMENTS
ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.		CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION


ITEM 1.		LEGAL PROCEEDINGS
ITEM 1A.		RISK FACTORS
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES
ITEM 4.		MINE SAFETY DISCLOSURES
ITEM 5.		OTHER INFORMATION
ITEM 6.		EXHIBITS

SIGNATURES

PART I – FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

Alliance Media Group Holdings, Inc.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	1,087,945		$	60,409
Prepaid expenses		94,168			1,539,142
TOTAL CURRENT ASSETS		1,182,113			1,599,551

PROPERTY AND EQUIPMENT, AT COST, NET OF ACCUMULATED DEPRECIATION OF $5,899 AND $5,365 AT DECEMBER 31, 2013 AND MARCH 31, 2014, RESPECTIVELY		65,241			51,269

Other assets:
Security deposits		18,000			18,000
Investment in film and television productions		924,040			924,040
Investment in and advances to Carbolosic		7,492,513			7,459,323

TOTAL OTHER ASSETS	$	8,434,553		$	8,401,363

TOTAL ASSETS	$	9,681,907		$	10,052,183

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	767,604		$	757,969
Liability for stock to be issued		1,578,015			354,500
Payable relating to an acquisition - Related party		2,200,000			2,200,000
Short Term Note Payable - Related party		111,800			111,800
Convertible Debentures Payable - Other		20,000			70,000
Interest Payable - Related Party		4,310			2,932
Interest Payable - Other		4,704			11,649
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		4,686,433			3,508,850


STOCKHOLDERS' EQUITY
Preferred stock; $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock; $0.001 par value; 100,000,000 shares authorized; 32,773,392 shares issued and outstanding at March 31, 2014 and 32,840,476 shares issued an outstanding at December 31, 2013)		32,773			32,841
Stock Subscription Receivable		(10,000	)		(10,000	)
Additional paid-in capital		8,667,624			8,930,015
Deficit accumulated during development stage		(3,694,923	)		(2,409,523	)
Total stockholders' equity		4,995,474			5,043,333

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,681,907		$	10,052,183

See accompanying notes to financial statements

Alliance Media Group Holdings, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


							March 28, 2012
	Three Months Ended			Three Months Ended			(inception) Through
	March 31, 2014			March 31, 2013			March 31, 2014

Revenues	$	—		$	—		$	—

Operating expense:
General and administrative		1,262,414			17,370			3,656,214
Equity loss (Carbolosic)		20,690			—			20,690
Total operating expenses		1,283,104			17,370			3,676,904

Loss from operations:		(1,283,104	)		(17,370	)		(3,676,904	)

Interest expense		2,296			1,972			18,019
Net loss	$	(1,285,400	)	$	(19,342	)	$	(3,694,923	)


Basic and diluted net loss per share	$	(0.04	)	$	(0.00	)

Weighted average common shares outstanding		33,679,877			19,395,000

See accompanying notes to financial statements

Alliance Media Group Holdings, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended			Three Months Ended			March 28, 2012 (inception) Through
	March 31, 2014			March 31, 2013			March 31, 2014
Cash flows from operating activities
Net loss	$	(1,285,400	)	$	(19,342	)	$	(3,694,923	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization		(534	)		—			5,365
Accrued interest on convertible debenture		2,296			1,973			16,877
Issuance of common stock for services		755,000			—			1,616,198
Issuance of warrants for services		—			—			902,772
Changes in operating assets and liabilities
Prepaid expenses		(55,026	)		—			(94,168	)
Accounts payable and accrued liabilities		33,873			(1,474	)		982,019
Net cash used in operating activities		(549,791	)		(18,843	)		(265,860	)

Cash flows from investing activities
Purchase of property and equipment		(13,438	)		—			(70,606	)
Cash paid for acquisitions		—			—			(700,000	)
Security deposit		—			—			(18,000	)
Due from related party		(33,190	)		—			(33,190	)
Net cash used in investing activities		(46,628	)		—			(821,796	)

Cash flows from financing activities
Proceeds from short-term note payable - related party		—			8,850			111,800
Net proceeds from issuance of common stock		424,678			10,000			774,629
Net proceeds of common stock yet to be issued		1,199,277			—			1,199,277
Proceeds from issuance of Convertible Debt		—			—			80,000
Contributions to Additional Paid-In-Capital		—			—			9,895
Net cash provided by financing activities		1,623,955			18,850			2,175,601

Net increase in cash and cash equivalents		1,027,536			7			1,087,945

Cash and cash equivalent at beginning of the period		60,409			4			—
Cash and cash equivalent at end of the period	$	1,087,945		$	11		$	1,087,945

Supplemental disclosure of cash flow information
Cash paid during the period for
Interest	$	—		$	—		$	—
Taxes		—			—			—

Supplemental schedule of non-cash activities
Conversion of convertible debenture to common stock	$	50,000		$	—		$	60,000
Conversion of Interest to Common Stock		7,863			—			7,863
Common Stock issued for Investment in Carbolosic		—			—			5,250,000
Common stock to be issued for investment in Carbolosic		—			—			199,500
Common stock issued for investment in film and television productions		—			—			224,040
Debt incurred for acquisition of Carbolosic		—			—			2,200,000
Common stock (returned) issued recorded to prepaid expense		(1,500,000	)		—			—
Equity loss on investment (Carbolosic)		(20,690	)		—			(20,690	)

See accompanying notes to financial statements

ALLIANCE MEDIA GROUP HOLDINGS, INC.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information set forth in Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014 or any other period. For further information, refer to the financial statements and footnotes thereto for the period ended December 31, 2013.

NOTE 1 – ORGANIZATION

At inception (March 28, 2012), Alliance Media Group Holdings, Inc. (the “Company”) was organized to engage in the commercial production, distribution and exploitation of Motion Pictures and other Entertainment products including but not limited to animation, television, live events, commercial retail and destination property’s as well as other entertainment related enterprises such as theme parks and theme restaurants and destinations. The Company is organized as a Nevada Corporation and is registered as a Foreign Corporation in the State of Florida.

The Company operates two wholly-owned subsidiaries: AMG Entertainment, LLC and AMG Renewables, LLC.

AMG ENTERTAINMENT, LLC

AMG Entertainment, LLC, a Florida limited liability company (“AMG Entertainment”), was created for the purpose of the commercial production, distribution and exploitation of motion pictures and other entertainment products including but not limited to animation, television, live events, recorded music, merchandising, commercial retail and destination properties, including but not limited to theme parks, theme restaurants, NASCAR and other sporting ventures. AMG Entertainment has five wholly owned subsidiaries, AMG Live, LLC, a Florida limited liability company (“AMG Live”); AMG Television, Inc., a Florida Corporation (“AMG Television”); AMG Releasing, LLC, a Florida limited liability company (“AMG Releasing”); AMG Music, Inc., a Florida Corporation (“AMG Music”); and AMG Restaurant Operations, LLC, a Florida limited liability company (“AMG Restaurant”).

AMG Restaurant has begun construction of its first theme restaurant The New York Sandwich Company in Ft. Lauderdale, Florida.

AMG RENEWABLES, LLC

On December 26, 2013, AMG Renewables, LLC, a Florida limited liability company (“AMG Renewables”), a wholly-owned subsidiary of the Company, entered into an agreement to acquire the controlling interest (51%) in AMG Energy Group, LLC a Florida limited liability company (“AMG Energy”) from certain related parties for a consideration comprising $2,200,000 cash, payable upon the successful completion of the Company’s pending private offering, together with delivery of 7,266,000 shares of Company Common Stock. In connection with the transaction, an amount which the Company owed to AMG Energy ($190,177) for various loans and consulting fees was eliminated in the acquisition. AMG Energy owns a fifty percent (50%) interest of Carbolosic Corporation, LLC, a Delaware limited liability company (“Carbolosic”), which holds an exclusive worldwide license to the University of Central Florida’s patented technology (U.S. Patent 8,062,428) known as “CTS™”. The CTS technology is a mechanical/chemical, dry process for converting cellulose material into sugar for use in the biofuels industry as well as other fine chemical manufacturing. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions, LLC (a related party) and, as of May 15, 2014, the remaining 266,000 shares of Company common stock have yet to be delivered and have been accrued and are recorded as additional paid in capital and an accrued liability in the Company’s balance sheet. As of May 15, 2014, the Company had paid $168,742 of the $2,200,000 cash payable on account of this transaction, and as of such date, the proceeds of the Company’s pending private offering have been insufficient to pay the remaining amount, which amount has been recorded on the books of the Company as a related party account payable. In the quarter ended March 31, 2014, the Company paid $53,880 on Carbolosic’s behalf. Following the equity accounting method, the Company recorded $20,690 as a loss on its investment in Carbolosic.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has engaged in only development stage activities since inception (March 28, 2012) through March 31, 2014; has incurred losses since inception, has an accumulated deficit, and may be unable to raise further equity. At March 31, 2014 the Company had a working capital deficiency of $3,504,320. The Company expects to incur significant additional liabilities in connection with its start-up activities. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate sufficient revenues from our operations to pay our operating expenses. There are no assurances that we will continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned subsidiaries over which the Company exercises control. Intercompany transactions and balances were eliminated in consolidation.

Principles of Consolidation

Our consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Equity in net earnings of investee companies in the Consolidated Statements of Operations

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment of identifiable intangible assets and valuation allowance for deferred tax assets. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents.

Stock Compensation

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation” (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for under in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 to 7 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Accounting for Films and Television Programs.

We capitalize costs of production and acquisition, including financing costs and production overhead, to investment in films and television programs. These costs for an individual film or television program are amortized and participation and residual costs are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the year expected to be recognized from exploitation, exhibition or sale of such film or television program over a period not to exceed ten years from the date of initial release. For previously released film or television programs acquired as part of a library, ultimate revenue includes estimates over a period not to exceed 20 years from the date of acquisition.

Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful than anticipated and some are less successful than anticipated. Our management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. Our management estimates the ultimate revenue based on experience with similar titles or title genre, the general public appeal of the cast, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.

An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our consolidated statements of operations. Investment in films and television programs is stated at the lower of amortized cost or estimated fair value. The valuation of investment in films and television programs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value of a film or television program is less than its unamortized cost. In determining the fair value of its films and television programs, we employ a discounted cash flows ("DCF") methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film or television program. The fair value of any film costs associated with a film or television program that we plan to abandon is zero. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (as defined in Note 11 to our audited consolidated financial statements). Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in our future revenue estimates. As of December 1, 2013, the Company does not have any revenue generating films or television programs.

Investment in Television and Film Productions

Identifiable intangible assets consist of an agreement to acquire the partially completed American Idol style reality series World Star (formerly Recreating A Legend) for $792,000 comprising a $600,000 cash payment plus 1,600,000 shares of Company Common Stock and the completed documentary Making of a Saint: The Journey to Sainthood for $132,040, comprising a $100,000 cash payment plus 267,000 shares of Company Common Stock. These acquired rights are stated at cost. The carrying value of an identifiable intangible asset is tested for impairment whenever events or changes in circumstances suggest that the asset’s carrying value may not be fully recoverable. An impairment loss, generally calculated as the difference between the estimated fair value and the carrying value of the asset, is recognized if the sum of the estimated undiscounted cash flows relating to the asset is less than the corresponding carrying value.

Investments

The Company’s investment in Carbolosic, LLC is accounted for using the equity method of accounting. We monitor our investment for impairment at least annually and make appropriate reductions in the carrying value if we determine that an impairment charge is required based on qualitative and quantitative information.

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). We classify as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). We assess classification of our common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Investments in non-consolidated subsidiaries

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Income Taxes

The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Profit (Loss) per Common Share:

Basic profit (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for the periods presented.

Development Stage

The Company has yet to generate any revenues and continues to devote substantially all of its efforts to development of the various segments of its business through its business development activities and the purchase of assets or similar types of transactions.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

NOTE 4 – SCREENPLAY OPTION

On July 12, 2012, the Company paid a non-refundable option payment of $30,000 against an option price of $300,000 to obtain an option on the screenplay “Our Father” from Prelude Pictures for a period expiring December 31, 2017. If the Company fully exercises the option, it will be responsible for an additional Producer Fee of $150,000 payable to Prelude Pictures. The Company has booked the initial $30,000 payment as a prepaid expense.

NOTE 5 – INVESTMENT IN TELEVISION & FILM PRODUCTIONS

On September 12, 2013, the Company, through its wholly-owned subsidiary AMG Television, acquired the partially completed American Idol style reality series World Star (formerly Recreating A Legend) for $792,000, comprising a $600,000 cash payment plus 1,600,000 shares of Company Common Stock and the completed documentary Making of a

Saint: The Journey to Sainthood for $132,040, comprising a $100,000 cash payment plus 267,000 shares of Company Common Stock.

NOTE 6 – INVESTMENT IN CARBOLOSIC

On December 26, 2013, AMG Renewables, LLC, a Florida limited liability company (“AMG Renewables”), a wholly-owned subsidiary of the Company, entered into an agreement to acquire the controlling interest (51%) in AMG Energy Group, LLC a Florida limited liability company (“AMG Energy”) from certain related parties for a consideration comprising $2,200,000 cash, payable upon the successful completion of the Company’s pending private offering, together with delivery of 7,266,000 shares of Company Common Stock. In connection with the acquisition, an amount which the Company owed to AMG Energy ($190,177) for various loans and consulting fees was eliminated in the acquisition. AMG Energy owns a fifty percent (50%) interest of Carbolosic Corporation, LLC, a Delaware limited liability company (“Carbolosic”), which holds an exclusive worldwide license to the University of Central Florida’s patented technology (U.S. Patent 8,062,428) known as “CTS™”. The CTS technology is a mechanical/chemical, dry process for converting cellulose material into sugar for use in the biofuels industry as well as other fine chemical manufacturing. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions, LLC (a related party) and, as of May 15, 2014, the remaining 266,000 shares of Company common stock have yet to be delivered and have been accrued and are recorded as additional paid in capital and an accrued liability in the Company’s balance sheet. As of May 15, 2014, the Company had paid $168,742 of the $2,200,000 cash payable on account of this transaction, and as of such date, the proceeds of the Company’s pending private offering have been insufficient to pay the remaining amount, which amount has been recorded on the books of the Company as a related party account payable. In the quarter ended March 31, 2014, the Company paid $53,880 on Carbolosic’s behalf. Following the equity accounting method, the Company recorded $20,690 as a loss on its investment in Carbolosic.

NOTE 7 – DEBT

Short Term Notes Payable—Related Parties

Throughout 2013, the Company issued unsecured short-term notes payable to various related parties, including officer and directors of the Company, with a term of one year. At March 31, 2014, in the aggregate, the notes had an outstanding principal balance of $111,800 and bear interest at a rate of 5% per annum. At March 31, 2014, such related party notes comprised the following:

Payee	Amount

Palm Beach Energy Solutions, LLC	$	71,000
Daniel de Liege		200
Grace Capital, Inc.		20,600
Prelude Motorsports		20,000

Total	$	111,800

Convertible Debt

On July 6, 2012, the Company entered into a Convertible Debenture with a related party with a face amount of $50,000 due and payable on or before July 1, 2013. Thereafter, on July 31, 2012, the Company entered into a Convertible Debenture with another related party of the Company, with a face amount of $30,000 due and payable on or before July 31, 2013. Each of the Convertible Debentures accrue interest at a rate of ten percent (10%) per annum and is convertible into the Company’s Common Stock in whole or in part at the option of the holder at a conversion rate of $0.12 per share. The Convertible Debentures will automatically convert into Company Common Stock at the conversion rate in the event shares of Company Common Stock trade at a price of $1.00 or more for thirty (30) consecutive trading days; in the event of a Qualified Sale (as defined in the Convertible Debenture); in the event of a merger where shareholders prior to the merger hold less than 50% of the voting power with respect to Company Common Stock following the merger; and upon the completion by the Company of an underwritten initial public offering of the Company’s Common Stock with gross proceeds of at least $5,000,000. $10,000 of the face amount of one of the Convertible Debentures was converted to 83,333 shares of Common Stock in September 2013. $50,000 of the principal and accrued interest thereon of the aggregate amount of the outstanding convertible debentures was converted to 458,333 shares of Common Stock on January 31, 2014. The company assesses the value of the beneficial conversion feature of its convertible debt by determining the intrinsic value of such conversion, under ASC 470, at the time of issuance. At the time of issuance of the convertible debt instrument set out above, the fair value of the stock was either the same or less than the conversion price, and so there was no value attributable to any beneficial conversion feature.

NOTE 8 – STOCKHOLDERS’ EQUITY

The total number of shares of capital stock, which the Company has authority to issue, is one hundred ten million (110,000,000), one hundred million (100,000,000) of which are designated as common stock at $0.001 par value (the “Common Stock”) and ten million (10,000,000) of which are designated as preferred stock par value $0.001 (the “Preferred Stock”). As of March 31, 2014, the Company had 32,773,392 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued and outstanding at such date. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

On April 2, 2012, the Registrant sold an aggregate of 15,000,000 shares of Company Common Stock to its founders for an aggregate investment of $15,000. Payment for these shares was booked as a stock subscription receivable.

On April 9, 2012, the Registrant sold an aggregate of 400,000 shares of Company Common Stock to four of the Company’s newly appointed directors for an aggregate investment of $4,000. Payment for these shares were recorded as a stock subscription receivable.

Also on April 9, 2012, the Registrant issued an aggregate of 865,000 shares of Company Common stock to ten (10) consultants who had provided services in connection with the conceptualization of the Company and the development of the Company’s Business Plan. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $8,650 on account of such share issuances. There were no written agreements with any of the consultants.

Also on April 9, 2012, the Registrant issued an aggregate of 2,000,000 shares of Company Common stock to three (3) persons who had been instrumental in the development of the concepts behind the Company’s Business Plan and who continue to be critical to the implementation of the same. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $20,000 on account of such share issuances.

On April 30, 2012, the Company completed a private offering of 1,000,000 shares to 29 investors at $0.01 per share for an aggregate proceeds of $10,000.

On May 4, 2012, the Company issued an aggregate of 130,000 shares of Company Common stock to two (2) consultants who had provided services in connection with the conceptualization of the Company and the development of the Company’s Business Plan. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $1,300 on account of such share issuances.

In November 2013, the Company commenced an offering of up to 12,000,000 shares of Common Stock at a price of $0.75 per Share (the “Offering”). Through March 31, 2014, the Company has sold 761,249 shares of Common Stock through the Offering for aggregate proceeds of approximately $570,940. In the quarter ended March 31, 2014, the Company sold 566,583 shares of Common Stock through the Offering for aggregate proceeds of approximately $424,940. In addition, the Company has collected approximately $1,578,015 for shares which have been sold in the Offering which had yet to be issued as of March 31, 2014. The Offering is ongoing.

During the fiscal year ended December 31, 2013, the Company issued an aggregate of 4,300,477 shares of its common stock for services valued at $2,361,198. The value of 2,000,000 of these shares ($1,500,000) was recorded as a prepaid expense in 2013 as the related consulting agreement was terminated and the shares have been tendered to the Company for cancellation. The Company recorded $1,500,000 as an offset to this prepaid expense on account of the share cancellation in the quarter ending March 31, 2014.

During the fiscal year ended December 31, 2013, the Company issued an aggregate of 83,333 shares of its common stock on account of the conversion of certain Debentures with a face amount of $10,000.

During the fiscal year ended December 31, 2013, the Company issued an aggregate of 8,867,000 shares of its common stock as partial consideration for certain acquisitions valued at $5,474,040.

On November 19, 2013, the Company entered into a Common Stock Purchase Warrant agreement with Constellation Asset Advisors, Inc. whereby it issued a Warrant to purchase 2,000,000 shares of Common Stock for a period of five (5) years at an exercise price of $1.00 per share. The Warrant was issued in partial consideration for a Consulting Agreement.

On March 17, 2014, a consulting agreement entered into in 2013 was terminated and 2,000,000 shares of common stock (valued at $1,500,000) which were issued in 2013 to the consultant in connection with that agreement were returned to the Company for cancellation. The Company has no residual liability on account of this consulting agreement. The Company had recorded the $1,500,000 expense attributable to the stock issuance as a prepaid expense in 2013 and recorded a $1,500,000 offset to such prepaid expense on account of the share cancellation in the quarter ended March 31, 2014.

During the quarter ended March 31, 2014, the Company issued an aggregate of 458,333 shares of its common stock on account of the conversion of certain Debentures with a face amount of $50,000 together with accrued interest.

During the quarter ended March 31, 2014, the Company issued an aggregate of 908,000 shares of its common stock for services valued at $755,000.

NOTE 9 – SEGMENT INFORMATION

	March 31,
	2014		2013
Revenue:
Alliance Media Group Holdings, Inc.	$	—	$	—
AMG Renewables, LLC		—		—
AMG Entertainment, LLC		—		—
Total Revenue		—		—
Net Operating Losses
Alliance Media Group Holdings, Inc.	$	1,202,685		105,010
AMG Renewables, LLC		40,680		—
AMG Entertainment, LLC		42,035
Total Net Losses		1,285,400		105,010
Total Assets:
Alliance Media Group Holdings, Inc.	$	1,246,221	$	30,004
AMG Renewables, LLC		7,443,443		—
AMG Entertainment, LLC		992,242		—
Total Net Assets		9,681,907		30,004

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Lease

The Company maintains its designated office at 400 N Congress Avenue, Suite 130, West Palm Beach Florida 33401. The Company’s telephone number is 888-607-3555. The Company has leased its offices (comprising approximately 4,000 rentable square feet) pursuant to a lease for a period of forty (40) months from April 6, 2012 through August 5, 2015. The Lease Commencement Date was August 6, 2012. Annual rent commenced at approximately $46,250 per annum and increases on a year-to-year basis by three percent (3%) over the Base Year. In addition, the Company is obligated to pay an amount equal to 3.76% of the operating expenses of the building together with sales tax on all amounts.

NOTE 12 – RELATED PARTY TRANSACTIONS

Related Transactions

On January 2, 2013, the Company entered into three Consulting Agreements with related parties, (each calling for monthly payments to the consultant in the amount of $10,000. Under the terms of the Consulting Agreements, each Consultant will review and provide input on a variety of areas including corporate structure, marketing materials, website and promotional pieces; provide introductions to various organizations and individuals who might support the Company’s business development efforts and provide input and advice on the structuring of a private placement offering and the production of supporting materials. The Consulting Agreements will stay in place so long as the Company requires the Consultant’s services.

Mark W. Koch and Daniel de Liege are principals of AMG Energy Solutions, Inc, which owns 49% of AMG Energy Group, LLC. The company owns the remaining 51% of AMG Energy Group, LLC (see NOTE 6, above).

The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

Short-term notes payable and convertible notes issued to related parties are described in NOTE 7.

NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 15, 2014, which is the date the financial statements were available to be issued. Based on this evaluation, the Company has identified the following subsequent events:

Convertible Debentures:

The remaining $20,000 of outstanding convertible debentures was repaid on May 1, 2014 and the accrued interest thereon will be converted into 6,492 shares of Common Stock.

Subsequent Issuances in Private Placement:

In November 2013, the Company commenced an offering of up to 12,000,000 shares of Common Stock at a price of $0.75 per Share (the “Offering”). During the period commencing April 1, 2014 through May 15, 2014, the Company sold an additional 292,372 shares of Common Stock through the Offering for aggregate proceeds of approximately $219,280.

Shares Issued for Services:

During the period April 1, 2014 through May 15, 2014, the Company issued an aggregate of 213,984 shares of its common stock for services valued at approximately $160,488.

Intangible Assets;

On April 25, 2014, the Company notified the Seller that it was rescinding its agreements to acquire the partially completed American Idol style reality series World Star (formerly Recreating A Legend) and the completed documentary Making of a Saint: The Journey to Sainthood due to the discovery of potential misrepresentations on the part of the Seller with respect to the assets acquired. At the same time, the Company filed a lawsuit against the Seller in Palm Beach County, Florida seeking to rescind the Asset Purchase agreements and to seek the return of the Company stock which had been issued in connection with the transactions and for financial damages. In response, the Seller has alleged that the Company had breached the agreement, an allegation that the Company denies. The litigation is in its early stages and the Company cannot predict whether a successful outcome will be achieved. (see NOTE 5).

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation -- Risk Factors" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

Business Overview

At inception (March 28, 2012), Alliance Media Group Holdings, Inc. (the “Company”) was organized as a vehicle to engage in the commercial production, distribution and exploitation of Motion Pictures and other Entertainment products including but not limited to animation, television, live events, commercial retail and destination property’s as well as other entertainment related enterprises such as theme parks and theme restaurants and destinations.

Plan of Operation

The Company focuses on two industries – Entertainment and Renewable Energy. Through its wholly owned subsidiaries AMG Entertainment, LLC and AMG Renewables, LLC the Company has a strategy that includes mergers and acquisitions as well as start-up activities which are focused on development of an increasing revenue stream, secure market share and enhancement of shareholder value. Since the Company is currently in a development stage, there is no guarantee that this will ever be achieved.

AMG RENEWABLES, LLC

Group, LLC a Florida limited liability company (“AMG Energy”) from certain related parties for a consideration comprising $2,200,000 cash, payable upon the successful completion of the Company’s pending private offering, together with delivery of 7,266,000 shares of Company Common Stock. In connection with the transaction, an amount which the Company owed to AMG Energy ($190,177) for various loans and consulting fees was eliminated in the acquisition. AMG Energy owns a fifty percent (50%) interest of Carbolosic Corporation, LLC, a Delaware limited liability company (“Carbolosic”), which holds an exclusive worldwide license to the University of Central Florida’s patented technology (U.S. Patent 8,062,428) known as “CTS™”. The CTS technology is a mechanical/chemical, dry process for converting cellulose material into sugar for use in the biofuels industry as well as other fine chemical manufacturing. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions, LLC (a related party) and, as of May 15, 2014, the remaining 266,000 shares of Company common stock have yet to be delivered and have been accrued and are recorded as additional paid in capital and an accrued liability in the Company’s balance sheet. As of May 15, 2014, the Company had paid $168,742 of the $2,200,000 cash payable on account of this transaction, and as of such date, the proceeds of the Company’s pending private offering have been insufficient to pay the remaining amount, which amount has been recorded on the books of the Company as a related party account payable. In the quarter ended March 31, 2014, the Company paid $53,880 on Carbolosic’s behalf. Following the equity accounting method, the Company recorded $20,690 as recovery of a portion of its investment in Carbolosic.

The Company’s goal is to develop the CTS technology to a commercial scale and then seek to license the technology to prospective licensee’s. AMG Energy is working with Imerys Performance Minerals on the design, construction and implementation of a full scale pilot plant at Imerys’ south Georgia R&D facility. AMG Energy has also begun discussions with several ethanol producers, local municipalities and international governments for the licensing and construction of CTS plants both in the US and abroad.

AMG ENTERTAINMENT, LLC

AMG Entertainment, LLC, a Florida limited liability company (“AMG Entertainment”), is a wholly owned subsidiary of the Company, created for the purpose of the commercial production, distribution and exploitation of motion pictures and other entertainment products including but not limited to animation, television, live events, recorded music, merchandising, commercial retail and destination properties, including but not limited to theme parks, theme restaurants, NASCAR and other sporting ventures.

AMG Entertainment has five wholly owned subsidiaries, AMG Live, LLC, a Florida limited liability company (“AMG Live”); AMG Television, Inc, a Florida Corporation (“AMG Television”); AMG Releasing, LLC, a Florida limited liability company (“AMG Releasing”); AMG Music, Inc., a Florida Corporation (“AMG Music”); and AMG Restaurant Operations, LLC, a Florida limited liability company (“AMG Restaurant”):

AMG Live has entered into negotiations with the City of Delray Beach, Florida for an exclusive, long-term contract to produce all live events (except Tennis) at the city’s 8,000 seat stadium facility.

AMG Television has entered into an agreement to acquire the partially completed American Idol style reality series World Star (formerly Recreating A Legend) for $792,000, comprising a $600,000 cash payment plus 1,600,000 shares of Company Common Stock and the completed documentary Making of a Saint: The Journey to Sainthood for $132,040, comprising a $100,000 cash payment plus 267,000 shares of Company Common Stock. Subsequently, on April 25, 2014, the Company notified the Seller that it was rescinding both transactions due to a failure to provide required items in order to exploit the projects and filed a lawsuit against the Seller seeking to rescind the Asset Purchase agreements and to seek the return of the Company stock which had been issued in connection with the transaction. In response, the Seller has alleged that it was the Company that breached the agreement. The Company denies this allegation. The litigation is in its early stages and the Company cannot predict whether a successful outcome will be achieved.

AMG Restaurant Operations has begun construction of its first theme restaurant The New York Sandwich Company in Ft. Lauderdale, Florida. The initial restaurant is scheduled to open in the second quarter of 2014.

The Company believes that its management and consultants have significant experience in feature film production, distribution and promotions, including target-specific marketing efforts as well as in the bio-fuels, renewable energy and chemical manufacturing industries.

Capital Formation

On April 2, 2012, the Registrant sold an aggregate of 15,000,000 shares of Company Common Stock to its founders, Daniel de Liege (5,000,000 shares), Mark W. Koch (5,000,000 shares) and Johan Sturm (5,000,000 shares) for an aggregate investment of $15,000. Payment for these shares was booked as a stock subscription receivable.

On April 9, 2012, the Registrant sold an aggregate of 400,000 shares of Company Common Stock to four of the Company’s newly appointed directors for an aggregate investment of $4,000.00. Payment for these shares was booked as a stock subscription receivable.

Also on April 9, 2012, the Registrant sold an aggregate of 865,000 shares of Company Common stock to ten (10) consultants who had provided services in connection with the conceptualization of the Company and the development of the Company’s Business Plan. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $8,650 on account of such share issuances. There were no written agreements with any of the consultants.

Also on April 9, 2012, the Registrant sold an aggregate of 2,000,000 shares of Company Common stock to three (3) persons who had been instrumental in the development of the concepts behind the Company’s Business Plan and who continue to be critical to the implementation of the same. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $20,000 on account of such share issuances.

On April 30, 2012, the Company completed a private offering of 1,000,000 shares to 29 investors at $0.01 per share for an aggregate investment of $10,000.

On May 4, 2012, the Company sold an aggregate of 130,000 shares of Company Common stock to two (2) consultants who had provided services in connection with the conceptualization of the Company and the development of the Company’s Business Plan. The shares were valued at $0.01 per shares and the Company recognized an aggregate expense of $1,300 on account of such share issuances.

On July 6, 2012, the Company issued a Convertible Debenture in the face amount of $50,000 to W. Evan Tullos. The Debenture indebtedness was due and payable on July 1, 2013 and bore interest at a rate of ten percent (10%) per annum, payable at maturity. The face amount of the Convertible Debentures was converted to 458,333 shares of Common Stock on January 31, 2014. and the remaining $20,000 of the Convertible Debentures was re-paid on May 1, 2014. The company assesses the value of the beneficial conversion feature of its convertible debt by determining the intrinsic value of such conversion, under ASC 470, at the time of issuance. At the time of issuance of the convertible debt instrument set out above, the fair value of the stock was either the same or less than the conversion price, and so there was no value attributable to any beneficial conversion feature.

On July 31, 2012, the Company issued a Convertible Debenture in the face amount of $30,000 to Jena Waldron. The Debenture indebtedness was due and payable on July 31, 2013 and bore interest at a rate of ten percent (10%) per annum, payable at maturity. $10,000 of the face amount was converted to 83,333 shares of Common Stock in September 2013 and the remaining $20,000 was repaid in April 2014. The company assesses the value of the beneficial conversion feature of its convertible debt by determining the intrinsic value of such conversion, under ASC 470, at the time of issuance. At the time of issuance of the convertible debt instrument set out above, the fair value of the stock was either the same or less than the conversion price, and so there was no value attributable to any beneficial conversion feature.

In November 2013, the Company commenced an offering of up to 12,000,000 shares of Common Stock at a price of $0.75 per Share (the “Offering”). Through March 31, 2014, the Company has sold 2,394,621 shares (including 1,624,038 shares which have yet to be issued) of Common Stock through the Offering for aggregate proceeds of $1,788,706. In the quarter ended March 31, 2014, the Company sold 1,993,286 shares (including 1,599,038 shares which have yet to be issued) of Common Stock through the Offering for aggregate proceeds of $1,487,706. The Offering is ongoing.

During the fiscal year ended December 31, 2013, the Company issued an aggregate of 83,333 shares of its common stock on account of the conversion of certain Debentures with a face amount of $10,000.

During the fiscal year ended December 31, 2013, the Company issued an aggregate of 8,867,000 shares of its common stock as partial consideration for certain acquisitions valued at $5,474,040.

During the quarter ended March 31, 2014, the Company issued an aggregate of 458,333 shares of its common stock on account of the conversion of certain Debentures with a face amount of $50,000.

During the quarter ended March 31, 2014, the Company issued an aggregate of 908,000 shares of its common stock for services valued at approximately $755,000.

Going Concern

We have engaged in only development stage activities since inception (March 28, 2012) through March 31, 2014; has incurred losses since inception, has an accumulated deficit, and may be unable to raise further equity. At March 31, 2014, the Company had a working capital deficiency of $3,504,320. The Company expects to incur significant additional liabilities in connection with its start-up activities, including the cost associated with securities law compliance, which are estimated to exceed $50,000 per annum at a minimum. As a result, the report of our independent registered public accounting firm on our financial statements for the period ended December 31, 2013 contains an explanatory paragraph regarding our ability to continue as a going concern based upon recurring operating losses and our need to obtain additional financing to sustain operations. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate sufficient revenues from our operations to pay our operating expenses. There are no assurances that we will continue as a going concern.

Results of Operations

Comparison of the period ended March 31, 2014 to March 31, 2013

For the quarter ended March 31, 2014 our net loss was $1,285,400, compared with $19,342 for the quarter ended March 31, 2013. These periods are not comparable as the Company had no operations during the quarter ended March 31, 2013 and only minimal operating expense. We recognized no revenues in either period.

In the quarter ended March 31, 2014, our general and administrative expenses increased by $1,262,414 to $1,245,044 from $17,370 in the quarter ended March 31, 2013.

During the quarter ended March 31, 2014, the Company issued an aggregate of 908,000 shares of its common stock for services valued at approximately $755,000.

Depreciation and Amortization expense in the quarter ended March 31, 2014 was $(534) which resulted from an adjustment of previously recorded depreciation and amortization expense. Depreciation and Amortization expense in the quarter ended March 31, 2013 was $-0-.

Interest expense increased in the quarter ended March 31, 2014 by $324 to $2,296 from $1,972 in the quarter ended March 31, 2013. The increase was the result of increased borrowings.

Liquidity and Capital Resources

Liquidity

As of March 31, 2014 we had $1,087,945 in cash and an accumulated deficit during the development stage of $3,694,923. Total Stockholders’ Equity at March 31, 2014 was $4,995,474. Total liabilities, including advances, the amount payable on account of an acquisition and other notes payable at March 31, 2014, together with interest payable thereon, was $4,686,433, a change of $4,591,914 from $94,519 at March 31, 2013. Our operating activities used $549,791 in cash for the quarter ended March 31, 2014. Our investing activities used $46,628.

Capital Resources

At this time, we have limited liquidity and capital resources. To continue funding the Company’s operations, we will clearly require additional funding for ongoing operations and to finance such projects we may identify. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing.

The inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to suspend its operations and reevaluate and revise its plan of operations

Critical Accounting Policies

Basis of Presentation

Company’s majority-owned subsidiaries over which the Company exercises control. Intercompany transactions and balances were eliminated in consolidation.

Principles of Consolidation

Use of Estimates

Stock Compensation

Accounting for Films and Television Programs.

television programs, we employ a discounted cash flows ("DCF") methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film's ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF analysis is based on our weighted average cost of capital plus a risk premium representing the risk associated with producing a particular film or television program. The fair value of any film costs associated with a film or television program that we plan to abandon is zero. As the primary determination of fair value is determined using a DCF model, the resulting fair value is considered a Level 3 measurement (as defined in Note 11 to our audited consolidated financial statements). Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in our future revenue estimates. As of December 1, 2013, the Company does not have any revenue generating films or television programs.

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Securities Exchange Act) that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

During 2013, AMG Television had entered into an agreement to acquire the partially completed American Idol style reality series World Star (formerly Recreating A Legend) for a $600,000 cash payment plus 1,600,000 shares of Company Common Stock and the completed documentary Making of a Saint: The Journey to Sainthood for a $ 100,000 cash payment plus 267,000 shares of Company Common Stock. Subsequently, on April 25, 2014, the Company notified the Seller that it was rescinding both transactions due to a failure to provide required items in order to exploit the projects and filed a lawsuit against the Seller seeking to rescind the Asset Purchase agreements and to seek the return of the Company stock which had been issued in connection with the transaction. In response, the Seller has alleged that it was the Company that breached the agreement. The Company denies this allegation. The litigation is in its early stages and the Company cannot predict whether a successful outcome will be achieved.

Other than the aforementioned matter, there are no other legal proceedings which are pending or have been threatened against the Company or any of its officers, directors or control persons of which management is aware

ITEM 1A.

RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

Below is a list of securities sold by us from January 1, 2014 through May 15, 2014 which were not registered under the Securities Act.


Name of Purchaser	Date of Sale	Title of	Amount of Securities	Consideration
Name of Purchaser	Date of Sale	Security	Sold	Consideration
R. Arthur Dunkle	1/6/14	Common Stock	40,000	Purchase @ $0.75 per share
Heidi B.Creekmur	1/6/14	Common Stock	15,000	Purchase @ $0.75 per share
David M. Nelms	1/6/14	Common Stock	13,334	Purchase @ $0.75 per share
Kaith & Elaine Ragon	1/6/14	Common Stock	13,334	Purchase @ $0.75 per share
Nadia Marrese	1/6/14	Common Stock	66,667	Purchase @ $0.73 per share
John Bittel	1/6/14	Common Stock	33,334	Purchase @ $0.75 per share
Robert Diener	1/9/14	Common Stock	(100,000)	Cancel prior issuance
Joseph McNaney	2/4/14	Common Stock	1,000,000	Professional services
Ted & Cari Lyon	2/5/14	Common Stock	10,000	Purchase @ $0.75 per share
Benjamin Ellis McCurdy	2/5/14	Common Stock	10,000	Purchase @ $0.75 per share
Vince Desai	2/5/14	Common Stock	12,000	Purchase @ $0.75 per share
Robert Bromley Davis	2/5/14	Common Stock	21,000	Purchase @ $0.75 per share
David Murg	2/5/14	Common Stock	10,000	Purchase @ $0.75 per share
Richard & Melody Spano	2/5/14	Common Stock	33,334	Purchase @ $0.75 per share
Andrew Bromley Davis	2/5/14	Common Stock	10,500	Purchase @ $0.75 per share
Edward Thomas Bromley Davis	2/5/14	Common Stock	10,500	Purchase @ $0.75 per share
Diana Carolyn Davis	2/5/14	Common Stock	10,500	Purchase @ $0.75 per share
Gary E. Miano	2/5/14	Common Stock	1,334	Purchase @ $0.75 per share
John T. Helvie	2/5/14	Common Stock	1,334	Purchase @ $0.75 per share
Nadia Marrese	2/5/14	Common Stock	13,667	Purchase @ $0.73 per share
Marcia G. Malits	2/5/14	Common Stock	4,000	Purchase @ $0.75 per share
Gabriel Miller	2/5/14	Common Stock	6,672	Purchase @ $0.75 per share
Robert & Sandra Andrys	2/5/14	Common Stock	7,700	Purchase @ $0.75 per share
Lance G. Hoppen	2/5/14	Common Stock	6,700	Purchase @ $0.75 per share
Michael G. Geisler	2/5/14	Common Stock	13.334	Purchase @ $0.75 per share
Dawn A Goughnour	2/5/14	Common Stock	15,000	Purchase @ $0.75 per share
Wayne Evan Tullos	2/6/14	Common Stock	458,333	Debenture Conversion
David M. Rittenhouse	2/26/14	Common Stock	1,334	Purchase @ $0.75 per share
Samuel Spector	2/26/14	Common Stock	2,667	Purchase @ $0.75 per share
Kaith Ragon	2/26/14	Common Stock	13,334	Purchase @ $0.75 per share
Danny Bochel	2/26/14	Common Stock	1,334	Purchase @ $0.75 per share
Frances Frazier	2/26/14	Common Stock	1,334	Purchase @ $0.75 per share
Scott & Elizabeth Sheppard	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
Thomas Camerlengo et. al.	2/26/14	Common Stock	3,334	Purchase @ $0.75 per share
Jeffrey Allen Mills	2/26/14	Common Stock	8,000	Purchase @ $0.75 per share
Ronald E. Rivers	2/26/14	Common Stock	4,667	Purchase @ $0.75 per share
Nadia Marrese	2/26/14	Common Stock	53.334	Purchase @ $0.75 per share
Alfred & Linda Cardamone	2/26/14	Common Stock	13.334	Purchase @ $0.75 per share
Cooper Alexander Stetson	2/26/14	Common Stock	8,000	Professional services
Dan Moss Jr.	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
Gabrielle Rusignuolo	2/26/14	Common Stock	11,000	Purchase @ $0.75 per share
Dennis & Susan George	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
Darrell Slaughter	2/26/14	Common Stock	1.334	Purchase @ $0.75 per share
Hugh F. Quinn	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
Paul Meicka	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
Brian D. Hughes	2/26/14	Common Stock	10,000	Purchase @ $0.75 per share
John J. & Darla Melkun	2/26/14	Common Stock	13,333	Purchase @ $0.75 per share
Roy Sciacca	3/17/14	Common Stock	(2,000,000)	Cancel prior issuance


Susan Kubiak	4/1/14	Common Stock	10,000	Purchase @ $0.75 per share
Gabrielle Rusignuolo	4/1/14	Common Stock	11,000	Purchase @ $0.75 per share
Michael Sacco	4/1/14	Common Stock	10,000	Purchase @ $0.75 per share
Gregg Spiegel	4/1/14	Common Stock	66,668	Purchase @ $0.75 per share
Jay Silver	4/1/14	Common Stock	66,668	Purchase @ $0.75 per share
Jerry & Pamela Mercer	4/1/14	Common Stock	4,000	Purchase @ $0.75 per share
Nadia Marrese	4/1/14	Common Stock	13,334	Purchase @ $0.75 per share
Robert Bromley Davis	4/1/14	Common Stock	66,700	Purchase @ $0.75 per share
Nadia Marrese	4/1/14	Common Stock	13,334	Purchase @ $0.75 per share
Jerry & Pamela Mercer	4/1/14	Common Stock	4,000	Purchase @ $0.75 per share
Robert A. Twitty	4/1/14	Common Stock	26,668	Purchase @ $0.75 per share
Wayne Evan Tullos	4/1/14	Common Stock	100,000	Professional services
Ken Hickman	4/1/14	Common Stock	13,984	Professional services
Howard Ash	4/1/14	Common Stock	100,000	Professional services

The securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rule 506 of Regulation D.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS


Exhibit No.		Description

31.1		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



	ALLIANCE MEDIA GROUP HOLDINGS, INC.

Date: May 20, 2014	By:	/s/ Daniel de Liege
		Daniel de Liege
		Director, CEO, Acting CFO, President, Secretary and Treasurer (Principal Executive Officer)
Date: May 20, 2014	By:	/s/ Daniel de Liege
		Daniel de Liege
		Director, CEO, Acting CFO, President, Secretary and Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description

31.1		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o (Do not check if a smaller reporting company)

Smaller Reporting Company þ