BLUE BIOFUELS, INC. - FORM 10-Q

BLUE BIOFUELS, INC. - FORM 10-Q - November 14, 2014

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BLUE BIOFUELS, INC. Reports

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EX-32.1 - EX-32.1 - BLUE BIOFUELS, INC.	d31737_ex32-1.htm
EX-31.2 - EX-31.2 - BLUE BIOFUELS, INC.	d31737_ex31-2.htm
EX-31.1 - EX-31.1 - BLUE BIOFUELS, INC.	d31737_ex31-1.htm

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 September 30, 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 [ ]

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 [ ] No [ X ]

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

Common Stock $.001 par value

There were 36,973,219 shares of common stock outstanding as of November 14, 2014

TABLE OF CONTENTS

_________________


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.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		September 30, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	428,714		$	48,968
Prepaid expenses		217,368			1,533,842
Current assets of discontinued operations		231,126			16,741
TOTAL CURRENT ASSETS		877,208			1,559,551

PROPERTY AND EQUIPMENT, AT COST, NET OF ACCUMULATED DEPRECIATION OF $8,405 AND $2,842 AT SEPTEMBER 30, 2014 AND DECEMBER 31, 2013, RESPECTIVELY		61,278			14,565

Other assets
Security deposits		7,278			3,000
Investment in and advances to an unconsolidated affiliate		7,442,657			7,459,323
Long term assets of discontinued operations		—			975,744
TOTAL OTHER ASSETS		7,449,935			8,438,067
TOTAL ASSETS	$	8,388,421		$	10,052,183

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	189,600		$	42,969
Liability for stock to be issued		18,750			354,500
Payable relating to an acquisition - Related party		2,031,258			2,200,000
Short term note payable - Related party		71,000			71,000
Short term note payable – Other		500,000			—
Convertible debentures payable - Other		—			70,000
Interest payable - Related Party		4,592			1,937
Interest payable - Other		1,534			11,649
Current liabilities of discontinued operations		755,788			756,795
TOTAL CURRENT LIABILITIES		3,572,522			3,508,850
TOTAL LIABILITIES		3,572,522			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; 36,090,088 shares issued and outstanding at September 30, 2014 and 32,840,476 shares issued and outstanding at December 31, 2013		36,090			32,841
Stock Subscription Receivable		(10,000	)		(10,000	)
Additional paid-in capital		11,867,977			8,930,015
Accumulated deficit		(7,078,168	)		(2,409,523	)
Total stockholders' equity		4,815,899			6,543,333

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,388,421		$	10,052,183

See accompanying notes to financial statements


Alliance Media Group Holdings, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013

Revenues	$	—		$	—		$	—		$	—

Operating expense
General and administrative		609,179			82,125			3,045,803			119,589
Total operating expenses		609,179			82,125			3,045,803			119,589
Loss from operations before other expenses		(609,179	)		(82,125	)		(3,045,803	)		(119,589	)

Other expenses
Equity loss in an unconsolidated affiliate		(123,646	)		—			(158,053	)		—
Interest expense		(2,429	)		(2,720	)		(5,146	)		(6,900	)
Total other expenses		(126,075	)		(2,720	)		(163,199	)		(6,900	)
Loss from continuing operations		(735,254	)		(84,845	)		(3,209,002	)		(126,489	)

Discontinued operations
Loss from operations		(339,058	)		(2,707	)		(535,603	)		(4,208	)
Loss on impairment		—			—			(924,040	)		—
Loss from discontinued operations		(339,058	)		(2,707	)		(1,459,643	)		(4,208	)

Net Loss	$	(1,074,312	)	$	(87,552	)	$	(4,668,645	)	$	(130,697	)

Basic and diluted net loss per share
Continuing operations		(0.02	)		(0.00	)		(0.09	)		(0.01	)
Discontinued operations		(0.01	)		(0.00	)		(0.04	)		(0.00	)
Net loss per share	$	(0.03	)	$	(0.00	)	$	(0.13	)	$	(0.01	)

Weighted average common shares outstanding		36,073,360			19,837,239			34,991,300			19,544,033

See accompanying notes to financial statements


Alliance Media Group Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine Months Ended			Nine Months Ended
		September 30, 2014			September 30, 2013
Cash flows from operating activities
Net loss	$	(4,668,645	)	$	(130,697	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization		5,563			—
Issuance of common stock for services		1,781,667			37,200
Equity loss in an unconsolidated affiliate		158,053			—
Changes in operating assets and liabilities
Prepaid expenses		(183,526	)		—
Accounts payable and accrued liabilities		10,784			5,428
Net cash used in continuing operations		(1,436,461	)		(88,069	)
Net cash used in discontinued operations		(699,291	)		(32,500	)
Net cash used in operating activities		(2,135,752	)		(120,569	)

Cash flows from investing activities
Purchase of property and equipment		(52,276	)		—
Security deposit		(4,278	)		—
Investment in and advance to an unconsolidated affiliate		(141,387	)		—
Net cash used in continuing investing activities		(197,941	)		—

Cash flows from financing activities
Debt payment relating to an acquisition		(168,742	)		—
Proceeds from short-term note payable – related party		—			110,000
Proceeds from short-term note payable – other		500,000			—
Net proceeds from issuance of common stock		2,402,181			10,000
Proceeds from shareholder advances		—			18,485
Repayment of Convertible Debt		(20,000	)		—
Net cash provided by continuing financing activities		2,713,439			138,485

Net increase in cash and cash equivalents		379,746			17,916

Cash and cash equivalent at beginning of the period		48,968			4
Cash and cash equivalent at end of the period		428,714			17,920

Supplemental disclosure of cash flow information
Cash paid during the period for
Interest	$	5,146		$	—
Taxes		—			—

Supplemental schedule of non-cash activities
Conversion of convertible debenture to common stock	$	50,000		$	—
Conversion of Interest to Common Stock		7,863			—
Common stock issued for investment in Carbolosic		199,500			—
Common stock (returned) issued recorded for prepaid expense		(1,500,000	)		—
Reversal of common stock issued for investment in discontinued operations		(224,040	)		—
Reversal of debt incurred for acquisition in discontinued operations		(700,000	)		—

See accompanying notes to financial statements

ALLIANCE MEDIA GROUP HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 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 nine months ended September 30, 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 AND BUSINESS DESCRIPTION

Alliance Media Group Holdings, Inc (the “Company”) is a technology company focused on emerging technologies in the renewable energy, biofuels and new technologies sectors. At inception (March 28, 2012), the Company was organized to engage in the commercial production, distribution and exploitation of Motion Pictures and other Entertainment products On September 1, 2014 the Company decided to focus its resources and personnel on the Company’s renewable energy holdings and future energy technologies and to divest the Company of its entertainment-related assets and subsidiaries. This divestiture is in process. The Company is organized as a Nevada Corporation and is registered as a Foreign Corporation in the State of Florida.

The Company operates one wholly-owned subsidiary: AMG Renewables, LLC.

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 ($214,894) for various loans and consulting fees was eliminated in the acquisition. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions, Inc. (a related party) and the remaining 266,000 shares of Company common stock were delivered on June 18, 2014 to Wellington Asset Holdings, Inc. As of September 30, 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.

AMG Energy owns a fifty percent (50%) interest of Carbolosic, 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. In the nine months ended September 30, 2014, the Company paid $141,387 of Carbolosic’s operating expenses. Following the equity accounting method, the Company recorded $158,053 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 incurred losses since inception, has a working capital deficiency of $2,695,314, and may be unable to raise further equity. At September 30, 2014 the Company had incurred accumulated losses of $7,078,168 since its inception. The Company expects to incur significant additional losses 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. These Financial Statements do not include

any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Through September 30, 2014, the Company has raised $2,548,182 through its private offering. During the period commencing October 1, 2014 through November 14, 2104, the Company raised an additional $750,000 through its private offering.

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 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 in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance.

Accounting and Reporting of Discontinued Operations

As required by the FASB ASC Subtopic 205.20, per ASU 2014-08, Discontinued Operations, a component of an entity or a group of components of an entity, or a business or nonprofit activity can be classified as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (i) the criteria in paragraph 205.20.45.1E to be classified as held for sale is met (ii) the component is disposed of by sale, or (iii) the component is disposed of other than by sale in accordance with paragraph 360.10.45.15 (for example, by abandonment or in a distribution to owners in a spinoff). Certain components to be disposed of other than by sale shall continue to be classified as “held and used” until it is disposed of, per the requirements of ASC Subtopic 360.10. Depreciation on these assets ceases upon their classification as “held and used.” The Company adopted ASU No. 2014-08 effective September 1, 2014.

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.

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 affiliates

Investments in non-consolidated affiliates 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.

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.

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 uses 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.

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)

As of September 30, 2014, substantially all assets and liabilities are valued based on level 3 inputs.

Recently Adopted and Pending 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.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash

flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer in a development stage that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company adopted ASU No. 2014-10 effective July 31, 2014.

NOTE 4 – INVESTMENT IN UNCONSOLIDATED AFFILIATE

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. AMG Energy owns a fifty percent (50%) interest of Carbolosic, 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. The results of AMG Renewables and AMG Energy are consolidated in the Company’s financial statements. AMG Energy’s investment in Carbolosic is accounted for using the equity method of accounting.

NOTE 5 – DEBT

Short Term Notes Payable - Related Parties

Throughout 2013, the Company issued unsecured short-term notes payable to various related parties, including officers and directors of the Company, with a term of one year. At September 30, 2014, there were two notes outstanding to Palm Beach Energy Solutions, LLC. The notes had an outstanding combined principal balance of $71,000 and bear interest at a rate of 5% per annum.

Short Term Notes Payable – Other

During September 2014, the Company entered into a one year promissory note with United States Regional Economic Development Authority, LLC (USREDA) for $500,000 bearing interest at 4% per annum.

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 and the remaining $20,000 principal and accrued interest was paid on April 7, 2014. $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 6 – 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 September 30, 2014, the Company had 36,090,088 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.

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 September 30, 2014, the Company had sold 3,397,961 shares of Common Stock through the Offering for aggregate proceeds of $2,548,182. 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 $2,361,178. (i) 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 ended March 31, 2014. (ii) The Company also entered into a one year agreement with Constellation Asset Advisors, Inc to receive investor relations services commencing January 2014. In connection with this agreement, the Company issued to Constellation Asset Advisors, Inc. 967,810 shares of Company Common Stock, which are being amortized over the life of the agreement.

During the fiscal year ended December 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.

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 nine months ended September 30, 2014, the Company issued an aggregate of 266,000 shares of its common stock as partial consideration for certain acquisitions valued at $199,500.

During the nine months ended September 30, 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 nine months ended September 30, 2014, the Company issued an aggregate of 1,321,984 shares of its common stock for services valued at $1,781,667. 25,000 shares for services valued at $18,750 are recorded as common stock payable because the shares had not been issued as of September 30, 2014 and, accordingly, they are not included in earnings per share for the three and nine months ended September 30, 2014

NOTE 7 – SEGMENT INFORMATION

The company operates in one segment and does not have any revenue to date.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Lease

The Company has leased office space 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.

The Company acquired an additional office location during the nine months ended September 30, 2013. The lease period is for fifty-four (54) months from May 1, 2014 through October 31, 2018. The rent commencement date is November 1, 2014. Annual rent commences at approximately $51,338 per annum and increases on a year-to-year basis by 3% over the Base Year.

NOTE 9 – 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. Two of the Consulting Agreements were terminated on April 1, 2014 and only the Consulting Agreement with Eternal Investment Holdings, LLC is currently active. The beneficial owner of Eternal Investment Holdings, LLC is Johan Sturm, a co-founder and director of the Company.

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 4, 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 5.

On June 5, 2014 the company issued a $25,000 payment to Blake Koch Motorpsorts, Inc., for a marketing and advertising expense. Blake Koch is the son of Mark W. Koch.

On June 11, 2014 the Board of Directors approved the issuance of 3,000,000 shares of company common stock to Joseph McNaney for his service as CEO of AMG Renewables, LLC. The shares have not yet been issued.

NOTE 10 – DISCONTINUED OPERATIONS

On September 1, 2014, the company determined the need to focus its resources and personnel on the company’s renewable energy holdings and future energy technologies and to divest the company of its entertainment-related assets and subsidiaries. The principal reasons for such action is the expense, liability and losses that have been generated by the entertainment-related assets and to provide a clear focus and direction to the Company moving forward. Specifically, the Board approved the divesting, selling off, closing down or discontinuing of the operations of its entertainment-related subsidiaries, including but not limited to Prelude Pictures Entertainment, LLC, AMG Live, LLC, AMG Restaurant Operations, LLC (including The New York Sandwich Co.), AMG Music, LLC, AMG Releasing, LLC and AMG Television, LLC.

Below is a reconciliation of the total assets and liabilities of the discontinued operations, which are presented separately on the balance sheet.

	September 30, 2014		December 31, 2013
Carrying amounts of major classes of assets included as part of discontinued operations
Cash and cash equivalents	$	4,098	$	11,441
Prepaid expenses		92,126		5,300
Property and equipment, at cost, net of accumulated depreciation at September 30, 2014 and December 31, 2013, respectively		119,902		36,704
Security deposits		15,000		15,000
Investment in film and television productions		—		924,040
Total assets of the discontinued operation	$	231,126	$	992,485

Carrying amounts of major classes of liabilities included as part of discontinued operations
Accounts payable and accrued liabilities	$	755,788	$	715,000
Short term note payable – Related party		—		40,800
Interest payable – Related party		—		995
Total liabilities of the discontinued operation	$	755,788	$	756,795

Below is a reconciliation of the net loss of the discontinued operations, which are presented separately in the statement of operations.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Major line items constituting pretax profit (loss) of discontinued operations
Revenue	$	33,484		$	—		$	33,484		$	—
Cost of Sales		(23,189	)		—			(23,189	)		—
Selling, general and administrative		(349,353	)		(2,707	)		(545,160	)		(3,803)
Interest expense		—			—			(738	)		(405)
Loss on impairment		—			—			(924,040	)		—
Loss from discontinued operations	$	(339,058	)	$	(2,707	)	$	(1,459,643	)	$	(4,208)

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 14, 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:

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 October 1, 2014 through November 14, 2104, the Company sold an additional 1,000,000 shares of Common Stock through the Offering for aggregate proceeds of approximately $750,000.

In October 2014, the Company issued (a) 500,000 warrants, exercisable at $1.00 per share for a period of six (6) months to Thor Renewable Energy and (b) 500,000 warrants, exercisable at $2.00 per share for a period of twelve (12) months to Thor Renewable Energy. Thor Renewable Energy owns 50% of Carbolosic, LLC

In October 2014, the Company repaid its $500,000 promissory note to USREDA, LLC.

In October 2014, the Company canceled 116,869 shares of common stock which were tendered to the Company in connection with the partial settlement of the litigation described in PART II ITEM 1, below.

In October 2014, the Company’s board of directors approved the change of its name to Alliance Bioenergy +, Inc. The Company anticipates that the name change will be effective approximately December 1, 2014.

In October 2014, AMG Renewables, LLC formed a new, wholly-owned subsidiary named Carbolosic Plant 1, LLC.

In November 2014, Carbolosic Plant 1, LLC entered into a 5-year promissory note with Carbolosic Energy 1, LLLP for $500,000 bearing interest at 4.31% per annum.

On November 10, 2014, Johan Sturm resigned as a director of the Company with immediate effect.

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

Alliance Media Group Holdings, Inc is focused on emerging technologies in the renewable energy, biofuels and new technologies sectors. In December of 2013, through its subsidiary, AMG Renewables, the Company acquired the controlling interest in AMG Energy Group, a private holding company that owns a fifty percent interest in Carbolosic, LLC. Carbolosic holds the exclusive, worldwide license to the patented mechanical/chemical technology, Cellulose to Sugar “CTS™” developed and held by the University of Central Florida.

Plan of Operation

The Company is focused on one industry - Renewable Energy. Through its wholly owned subsidiary, 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.

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 ($214,894) for various loans and consulting fees was eliminated in the acquisition. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions, LLC (a related party) and the remaining 266,000 shares of Company common stock were delivered on June 18, 2014 to Wellington Asset Holdings, Inc. As of September 30, 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.

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 Renewables 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.

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. 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.

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 nine months ended September 30, 2014, the Company issued the remaining 266,000 shares of its common stock valued at $199,500 for a total acquisition cost of $5,449,500.

During the nine months ended September 30, 2014, the Company issued an aggregate of 1,321,984 shares of its common stock for services valued at $1,781,667.

Going Concern

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further equity. At September 30, 2014 the Company had a working capital deficiency of $2,695,314 and had incurred accumulated losses of $7,078,168 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. 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 emphasis of matter 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. Furthermore, these Financial Statements do not include any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Through September 30, 2014, the company has raised $2,548,182 through its private offering. During the period commencing October 1, 2014 through November 14, 2104, the Company raised an additional $750,000 through its private offering.

Results of Operations

Comparison of the period ended September 30, 2014 to September 30, 2013

For the three months ended September 30, 2014 our general and administrative expenses increased by approximately $527,054 to $609,179 from $82,125 in the three months ended September 30, 2013. This increase is primarily the result of $330,308 in legal, accounting and consulting fees, $155,540 in payroll expenses and $49,943 in travel expenses. For the nine months ended September 30, 2014, our general and administrative expenses increased by approximately $2,926,214 to $3,045,803 from $119,589 in the nine months ended September 30, 2013. This increase can be attributed to $1,471,356 in legal, accounting and consulting fees, of which $1,031,667 is non-cash stock compensation, and $1,223,476 in payroll expenses, of which $750,000 is non-cash stock compensation. We recognized no revenues from continuing operations in either period.

Interest expense decreased in the three months ended September 30, 2014 by approximately $291 to $2,429 from $2,720 during the three months ended September 30, 2013. For the nine months ended September 30, 2014, interest expense decreased by approximately $1,754 to $5,146 from $6,900 in the nine months ended September 30, 2013. The decrease was the result of repayment or conversion of loans payable.

Liquidity and Capital Resources

Liquidity

As of September 30, 2014 the Company had $428,714 in cash. In addition, the Company received an additional $750,000 during the period commencing October 1, 2014 through November 14, 2014. Total Stockholders’ Equity at September 30, 2014 was $4,815,899. Total debt from continuing operations, including advances, accounts payable and other notes payable at September 30, 2014, together with interest payable thereon, was $2,816,734 an increase of $64,679 from $2,752,055 at December 31, 2013.

During the nine months ended September 30, 2014, the Company’s continuing operating activities used $1,436,461 in cash. This increase can be attributed to $439,689 in legal, accounting and consulting fees, $473,476 in payroll expenses and $158,059 in travel expenses.

During the nine months ended September 30, 2014 the Company’s investing activities used $197,941 in cash, which can be attributed to the build-out and improvement of the new office space for AMG Renewables, LLC and $141,387 advanced to Carbolosic LLC.

During the nine months ended September 30, 2014, the Company received $2,713,439 through its financing activities. This increase can primarily be attributed to the sale of common stock through the Company’s private offering, which had raised $2,558,182 as of September 30, 2014. Furthermore, during October 2014, the Company raised an additional $750,000 through its private offering.

Capital Resources

At this time, the Company has limited liquidity and capital resources. To continue funding the Company’s operations, the company will clearly need to generate revenue or will require additional funding for ongoing operations and to finance such projects it may identify. Although the Company has raised $2,548,182 through September, 30 2014, there is no guarantee that the company will be able to raise any additional capital

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 reevaluate and revise its operations.

Critical Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

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

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 June 30, 2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are 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 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; and (2) inadequate segregation of duties consistent with control objectives

Management believes that the material weaknesses set forth in the items 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

Creative Licensing Litigation.

During 2013, the Company’s wholly-owned subsidiary, AMG Television, LLC (“AMG Television”), had entered into agreements (collectively, the “Creative Licensing Agreement”) to acquire (i) 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 (ii) 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 and AMG Television notified the sellers that it was rescinding both transactions due to a breach of the Creative Licensing Agreement in that the sellers misled AMG Television regarding the status and ownership of the rights and failed to provide agreed documentation required in order to permit exploitation of the projects. In the legal action filed in the Circuit Court of the 15th Judicial Circuit in Palm Beach County Florida (Alliance Media Group Holdings, Inc. and AMG Television, LLC v. Creative Licensing International, LLC, et. al. case no. 502014CA005033XXXXMB), the Company and AMG Television allege that Creative Licensing International, LLC and 28 individual defendants (including Roy A. Sciacca and Lisa Colletti) breached the Creative Licensing Agreement and fraudulently induced AMG Television to enter into the Creative Licensing Agreement. The Company and AMG Television amended their complaint in the matter on May 14, 2014. The Company and AMG Television are seeking the rescission of the Creative Licensing Agreement, return of the Company stock issued and cash delivered in connection therewith and other and further damages suffered by the Company in an amount to be determined at the time of trial. As of August 12, 2014, the majority of the defendants in the action have been served, only one defendant has filed a response to the Complaint and defaults have been entered against certain other named defendants. The Company and AMG Television have also reached settlements with approximately ten of the named defendants. Discovery has yet to be commenced and no trial date has been set. The litigation is in its early stages and the Company cannot project whether it will achieve a successful result in connection with the remainder of the action or any other related actions. The Company believes that it’s position in the litigation is well-taken and supported by the facts. Notwithstanding, if the matter is taken to conclusion, the Company could incur substantial legal expenses in an amount which cannot be determined or estimated at this time, and which could have a material negative impact on the Company’s earnings. As of the date of this report, the Company has canceled 116,869 shares of common stock which have been tendered to the Company in connection with the partial settlement of the litigation.

New York Sandwich Company Litigation

In October 2014, New York Sandwich Company, LLC (“NYSC”), a wholly-owned subsidiary of the Company, notified its landlord, A&C Funding Corp. (“Landlord”) in writing that it had discontinued the operation of NYSC on the premises it leases from Landlord (the “Premises”),and that it was abandoning and relinquishing possession of the Premises to the Landlord. Thereupon, the Landlord commenced a lawsuit against NYSC and a third party for failure to pay the monthly rent required under the Lease. The lawsuit is pending in the Circuit Court for Broward County, Florida, as Case No. CACE-14-019733. The Complaint seeks eviction, unspecified general and punitive damages. The Premises is located in Broward County, Florida, and was leased by NYSC and the third party for the purpose of operating a restaurant, which has since ceased operations. On October 29, 2014, the Company stipulated to the entry of a judgment for eviction Since NYSC no longer occupies the Premises, the Company agreed to the entry of a judgment of eviction. The Company is defending the action and it is too early to determine or estimate the potential financial impact of this matter on the

Company. Notwithstanding, if the matter is taken to conclusion, the Company could incur substantial legal expenses in an amount which cannot be determined or estimated at this time, and which could have a material negative impact on the Company’s earnings.

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 September 30, 2014 which were not registered under the Securities Act.


Name of Purchaser	Date of Sale	Title of Security	Amount of Securities 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 @ $0.75 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 @ $0.75 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	6,700	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	2/27/14	Common Stock	10,000	Purchase @ $0.75 per share
Gabrielle Rusignuolo	3/1/14	Common Stock	11,000	Purchase @ $0.75 per share
Michael Sacco	3/5/14	Common Stock	10,000	Purchase @ $0.75 per share
Gregg Spiegel	3/5/14	Common Stock	66,668	Purchase @ $0.75 per share
Jay Silver	3/5/14	Common Stock	66,668	Purchase @ $0.75 per share
Jerry & Pamela Mercer	3/12/14	Common Stock	4,000	Purchase @ $0.75 per share
Nadia Marrese	3/12/14	Common Stock	13,334	Purchase @ $0.75 per share
Robert Bromley Davis	3/25/14	Common Stock	66,700	Purchase @ $0.75 per share
Nadia Marrese	3/21/14	Common Stock	13,334	Purchase @ $0.75 per share
Jerry & Pamela Mercer	3/21/14	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	3/1/14	Common Stock	100,000	Professional services
Ken Hickman	3/1/14	Common Stock	13,984	Professional services
Howard Ash	3/1/14	Common Stock	100,000	Professional services
USREDA, LLC	3/27/14	Common Stock	1,333,334	Purchase @ $0.75 per share
Michael Goodstein	4/3/14	Common Stock	13,334	Purchase @ $0.75 per share
Consolidated Securities PTY Ltd	4/9/14	Common Stock	100,000	Professional services
Lord St. John	4/9/14	Common Stock	100,000	Professional services
Michael Goodstein	4/15/14	Common Stock	2,667	Purchase @ $0.75 per share
Samuel Specter	4/15/14	Common Stock	3,000	Purchase @ $0.75 per share
Sandra Gozzo	4/15/14	Common Stock	26,667	Purchase @ $0.75 per share
Paul Meicke	4/21/14	Common Stock	10,000	Purchase @ $0.75 per share
John & Adrienne Stubbins	4/23/14	Common Stock	10,000	Purchase @ $0.75 per share
Lovely Property Investments	4/24/14	Common Stock	750,000	Purchase @ $0.75 per share
Edward Peters	4/30/14	Common Stock	13,334	Purchase @ $0.75 per share
Diana & Richard Roof	5/5/14	Common Stock	66,667	Purchase @ $0.75 per share
Kathrine Sarti	5/19/14	Common Stock	10,000	Purchase @ $0.75 per share
Dennis & Susan George	5/27/14	Common Stock	1,334	Purchase @ $0.75 per share
Keith Goehring	5/27/14	Common Stock	13,334	Purchase @ $0.75 per share


Ken Hickman	5/28/14	Common Stock	13,334	Purchase @ $0.75 per share
Samuel Specter	5/29/14	Common Stock	3,750	Purchase @ $0.75 per share
Samuel Specter	5/29/14	Common Stock	1,250	Purchase @ $0.75 per share
Brigitte Storch	6/2/14	Common Stock	13,334	Purchase @ $0.75 per share
Jerry & Pamela Mercer	6/3/14	Common Stock	5,334	Purchase @ $0.75 per share
Donna Smathers	6/13/14	Common Stock	20,000	Purchase @ $0.75 per share
Wellington Asset Holdings, Inc.	6/18/14	Common Stock	266,000	Acquisition
Nadia Marrese	7/22/14	Common Stock	6,667	Purchase @ $0.75 per share
TFC Group, LLC	8/20/14	Common Stock	25,000	Purchase @ $0.75 per share
Samuel Specter	8/27/14	Common Stock	2,000	Purchase @ $0.75 per share

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

On November 10, 2014, Johan Sturm resigned as a director of the Company with immediate effect.

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		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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		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: November 14, 2014	By:	/s/ Daniel de Liege
		_____________________________ Daniel de Liege
		Director, CEO, Acting CFO, President, Secretary and Treasurer (Principal Executive Officer)
Date: November 14, 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		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.
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

* to be filed by amendment

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