Table of Contents

UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C.
20549

FORM 10-K

Annual Report Pursuant to
Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year endedDecember 31,
2014

Transition Report Under
Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period
from _______________ to _______________

Commission File Number:333-181633

ALLIANCE BIOENERGY
PLUS, INC.(Exact name of small Business
Issuer as specified in its charter)

Nevada
    
    45-4944960(State or other
      jurisdiction of incorporation or
    
    (IRS Employer
      Identification No.)organization)400
      N. Congress Avenue, Suite 130West Palm Beach, FL
    
    33401(Address of
      principal executive offices)
    
    (Zip
    Code)


Issuer's telephone number,
including area code:(888)
607-3555

n/aFormer address if changed since last report

Securities registered under
Section 12(b) of the Exchange Act:None

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

Common Stock, par
value $0.001 per share

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

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 [  ] No [X]

---



Table of Contents

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No
[  ]

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-K
contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  ]

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.

|Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☐ (Do not
      check if a smaller reporting company) | Smaller Reporting Company
  ☑
|------------------------- | ------------------- | --------------------------------------------------------------------------- | -----------------------------

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

State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed
by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal quarter (June 30,
2014): $13,162,746

State the number of shares
outstanding of the registrant's $.001 par value common stock as of the close of
business on the latest practicable date (April 14, 2015): 37,718,225

Documents incorporated by
reference: None.

2

---



Table of Contents

TABLE OF CONTENTS

|PART I     |  |                                                                                                             
|---------- |  | ------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                             
|ITEM 1.    |  | Business                                                                                                    
|           |  |                                                                                                             
|ITEM 1A.   |  | Risk Factors                                                                                                
|           |  |                                                                                                             
|ITEM 1B.   |  | Unresolved Staff Comments                                                                                   
|           |  |                                                                                                             
|ITEM 2.    |  | Properties                                                                                                  
|           |  |                                                                                                             
|ITEM 3.    |  | Legal Proceedings                                                                                           
|           |  |                                                                                                             
|ITEM 4.    |  | Mine Safety Disclosures                                                                                     
|           |  |                                                                                                             
|PART II    |  |                                                                                                             
|           |  |                                                                                                             
|ITEM 5.    |  | Market For Registrants Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities
|           |  |                                                                                                             
|ITEM 6.    |  | Selected Financial Data                                                                                     
|           |  |                                                                                                             
|ITEM 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                        
|           |  |                                                                                                             
|ITEM 7A.   |  | Quantitative and Qualitative Disclosure About Market Risk                                                   
|           |  |                                                                                                             
|ITEM 8.    |  | Financial Statements and Supplementary Data                                                                 
|           |  |                                                                                                             
|ITEM 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        
|           |  |                                                                                                             
|ITEM 9A.   |  | Controls and Procedures                                                                                     
|           |  |                                                                                                             
|ITEM 9B.   |  | Other Information                                                                                           
|           |  |                                                                                                             
|PART III   |  |                                                                                                             
|           |  |                                                                                                             
|ITEM 10    |  | Directors, Executive Officers and Corporate Governance                                                      
|           |  |                                                                                                             
|ITEM 11.   |  | Executive Compensation                                                                                      
|           |  |                                                                                                             
|ITEM 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters             
|           |  |                                                                                                             
|ITEM 13.   |  | Certain Relationships and Related Transactions and Director Independence                                    
|           |  |                                                                                                             
|ITEM 14.   |  | Principal Accountant Fees and Services                                                                      
|           |  |                                                                                                             
|PART IV    |  |                                                                                                             
|           |  |                                                                                                             
|ITEM 15.   |  | Exhibits, Financial Statement Schedules                                                                     
|           |  |                                                                                                             
|SIGNATURES |  |                                                                                                             

3

---



Table of Contents

FORWARD LOOKING
STATEMENTS

This Annual Report on
Form 10-K (the Report), including Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 7 contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding future events and the future results of
Alliance BioEnergy Plus, Inc. and its consolidated subsidiaries (the Company)
that are based on managements current expectations, estimates, projections and
assumptions about the Companys business. Words such as expects,
anticipates, intends, plans, believes, sees, estimates and
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to, those discussed in the Risk
Factors section in Item 1A, Managements Discussion and Analysis of Financial
Condition and Results of Operations in Item 7 and elsewhere in this Report as
well as those discussed from time to time in the Companys other Securities and
Exchange Commission filings and reports. In addition, such statements could be
affected by general industry and market conditions. Such forward-looking
statements speak only as of the date of this Report or, in the case of any
document incorporated by reference, the date of that document, and we do not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Report. If we update or correct
one or more forward-looking statements, investors and others should not conclude
that we will make additional updates or corrections with respect to other
forward-looking statements.

PART I

ITEM 1. BUSINESS

Background

Business
Overview

Alliance Bioenergy Plus,
Inc (the Company) is a technology company focused on emerging technologies in
the renewable energy, biofuels and new technologies sectors. From inception
through December 5, 2014, the Company was known as Alliance Media Group
Holdings, Inc. At inception (March 28, 2012), the Company was organized as a
vehicle to engage in the commercial production, distribution and exploitation of
Motion Pictures and other Entertainment products. However, in December 2013, a
wholly owned subsidiary of the Company, AMG Renewables, LLC (AMG Renewables),
acquired the controlling interest (51%) in AMG Energy Group, LLC (AMG Energy),
which owns a fifty percent (50%) interest of Carbolosic, LLC (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 Companys goal in acquiring the interest in AMG
Energy is to develop the CTS technology to a commercial scale and then seek to
license the technology to prospective licensees. In September 2014, the Company
determined to focus all of the Companys 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
reason for such action was the recognition that the Companys
entertainment-related assets were generating substantial losses and contributing
little value compared to the potential management saw in the energy-related
activities and to provide a clear focus and direction to the Company moving
forward. The Company therefore determined at that time to divest and sell off,
close down or discontinue the operations of its entertainment-related
subsidiaries. Subsequently, the Company determined that the name Alliance Media
Group Holdings, Inc. was no longer relevant to the new business direction of the
Company and, effective December 5, 2014, amended the Companys Articles of
Incorporation to change the name of the Company to Alliance Bioenergy Plus,
Inc., which is more appropriately descriptive of the new business direction of
the Company.

The Company is focused on
one industry  Renewable Energy. Through its wholly-owned subsidiaries, AMG
Renewables, LLC and Carbolosic Plant 1, LLC, which in turn owns controlling
interests in AMG Energy Group, LLC, and Central Florida Institute of Science and
Technology, Inc., the Company has a strategy that includes growth in its
energy-related activities as well as mergers and acquisitions and start-up
activities which are focused on development of an increasing revenue stream,
secure market share and enhancement of shareholder value.

4

---



Table of Contents

AMG RENEWABLES, LLC

AMG Renewables, LLC, a
Florida limited liability company (AMG Renewables), is a wholly-owned
subsidiary of the Company, created for the purpose of managing and developing
the Companys renewable energy technology enterprises. AMG Renewables has one
wholly-owned subsidiary, Carbolosic Plant 1, LLC, a Florida limited liability
company (Carbolosic Plant 1), and two majority owned subsidiaries, AMG Energy
Group, LLC, a Florida limited liability company (AMG Energy) and Central
Florida Institute of Science and Technology, Inc, a Florida corporation
(CFIST).

|● | On December 26, 2013,
      AMG Renewables acquired the controlling interest (51%) in AMG Energy Group
      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 December 31, 2014, the Company has 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 payable relating to an acquisition.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|● | 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 Companys goal is to develop this CTS technology to a
      commercial scale and then seek to license the technology to prospective
      licensees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|● | Carbolosic Plant 1
      was created in October 2014 for the purpose of being a full scale facility
      for converting cellulose material into sugar for use in the biofuels
      industry as well as other fine chemical manufacturing located in Palm
      Beach County, FL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|● | CFIST, was created in
      December 2014 as a wholly owned subsidiary of AMG Energy, to serve as a
      demonstration and research facility to further develop the CTS process,
      its uses, and develop new technologies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The Company believes that
its management and consultants have significant experience in the bio-fuels,
renewable energy and chemical manufacturing industries. As of this date, the
Company has not generated any revenues from its renewable energy business.

Description of the
Companys Securities

The Company is currently
authorized to issue 100,000,000 Shares of Common Stock par value $0.001 and
10,000,000 shares of Preferred Stock par value $0.001. Each share of Company
Common Stock is entitled to one (1) vote per share.

Employees

The company currently
employs three full-time employees and six consultants.

ITEM 1A. RISK FACTORS

Not required as the Company
is a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF
COMMENTS

None.

5

---



Table of Contents

ITEM 2. PROPERTIES

Offices

The Company maintains its
corporate 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 office 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.

In May 2014, the Company
acquired an additional office at the same location. 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 three percent (3%)
over the Base Year.

In addition, CFIST leases
office and warehouse space in Longwood, FL, which will serve as its research and
demonstration facility. The lease period is for thirty-six (36) months from
February 1, 2015 through January 31, 2018. Annual rent commences at
approximately $70,620 per annum and increases on a year-to-year basis by five
percent (5%) over the prior year.

ITEM 3. LEGAL
PROCEEDINGS

The Company is subject,
from time to time, to litigation, claims and suits arising in the ordinary
course of business. As of April 14, 2015, the only material litigation, claims
or suits whose outcomes could have a material effect on the Companys financial
statements are as follows:

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.
502014CA005033XXXXMBAF), 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 December 31,
2014, The Company and AMG Television had reached settlements (the Settlement)
with seven of the twenty-eight named defendants and the Company had canceled a
net of 116,872 shares of common stock which have been tendered to the Company.
In February 2015, the Company reached a settlement of the case with respect to
the principal defendants, Roy A. Sciacca and Lisa Colletti whereby Sciacca and
Colletti agreed to return an aggregate of 960,215 shares of previously issued
stock to the Company and the Company agreed to issue 500,000 new shares of stock
to them. In connection with the Settlement with Sciacca and Colletti, the
Company recovered a net of 460,215 shares issued in connection with the Creative
Licensing transaction. In the aggregate, the Company has now recovered 577,087
of the 1.867 million shares issued in connection with the transaction. In
addition, in connection with the Settlement, the Company recovered an additional
500,000 of the 800,000 shares of Company stock which had been previously issued
in connection with payment for purported management services to be provided by
certain of the defendants. The Company continues to believe that its position in
the litigation is well-taken and supported by the facts and will continue to
proceed with respect to the remaining defendants. 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. Discovery has yet to be
commenced and no trial date has been set. If the matter is taken to conclusion,
the Company could incur additional legal expenses in an amount which cannot be
determined or estimated at this time.

6

---



Table of Contents

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 4. MINE SAFETY
DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR
REGISTRANTS COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrants
Common Equity

The Company became subject
to Securities Exchange Act Reporting Requirements in October 2012. The symbol
"ALLM" is assigned for its securities. The Companys common stock commenced
trading on the OTCBB on February 5, 2014.

The following table shows
the high and low prices of the Companys common shares on the OTC Bulletin Board
for each quarter since its common stock began to trade on the OTC Bulletin Board
in February 2014. The following quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions:

Period
    High
    LowFebruary 5, 2014  March 31,
      2014
    $2.75
    $0.75April 1, 2014  June 30,
      2014
    $2.00
    $0.75July 1, 2014  September 30,
      3014
    $1.67
    $0.69October 1, 2014  December 31,
      2014
    $1.09
    $0.30January 1, 2015  March 31,
      2015
    $0.65
    $0.22


Options and
Warrants

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 November 20, 2014, the
Company entered into a Common Stock Purchase Warrant agreement with EraStar,
Inc. whereby it issued a Warrant to purchase 500,000 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.

In February 2015, the
Company began a second round of financing wherein each unit sold consists of one
(1) share of common stock, one (1) series A Warrant for a period of three (3)
years convertible to .5 Common Share at an exercise price of $0.75 and one (1)
series B Warrant for a period of three (3) years convertible to .5 Common Share
at an exercise price of $1.50. Currently the Company has sold 1,687,702
units.

In March 2015, the
Companys Board of Directors approved a resolution to compensate the boards
independent directors with cash or equity valued at $10,000 per quarter.
Currently, the company has issued 3 options to purchase an aggregate of 68,184
shares of common stock for a period of three (3) years at an exercise price of
$0.44. In addition, the Company also awarded an independent director a three (3)
year option to purchase 100,000 shares of common stock at an exercise price of
$0.44 and approved an employee stock option award to purchase 500,000 shares of
common stock at an exercise price of $0.48
and a ninety (90) day term.

7

---



Table of Contents

Other than the foregoing
agreements, none of the Companys shares of Common Stock are subject to
outstanding options or warrants.

Notes
Payable

Short-Term Notes Payable
 Related Party

Currently, the Company has
two short-term notes payable to a related party of $71,000 and accrued interest
of $5,486. Both of the notes bear interest at a rate of five percent (5%) per
annum and are coming due within the next 12 months.

Long-Term Notes Payable
 Other

The Company currently has
two long-term notes payable to the same lender of $1,250,000 and accrued
interest payable on these obligations of $1,417. Each note has a 5-year term and
bears interest at a rate of 4.31% per annum. On December 9, 2014 the Company
took advantage of a 0.51% interest rate discount, by making a $95,000 advanced
payment to lender, representing the full five year interest payment on one of
the notes.

Holders

As of April 14, 2015 there
were 37,718,225 shares of common stock outstanding and approximately 196
stockholders of record.

Transfer Agent and
Registrar

The Companys transfer
agent is VStock Transfer, LLC,77 Spruce Street, Suite 201,
Cedarhurst, NY 11516, Phone: 212-828-8436.

Dividend Policy

The Company has never paid
any cash dividends on its Common Stock and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future. The Company intends to
retain future earnings to fund ongoing operations and future capital
requirements of its business. Any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will be dependent upon
the Companys financial condition, results of operations, capital requirements
and such other factors as the Board of Directors deems relevant.

Securities Authorized
for Issuance Under Equity Compensation Plans

There are currently five
(5) outstanding options to purchase an aggregate of 668,184 shares of common
stock under the Companys 2012 Employee, Director Stock Plan. In addition,
500,000 shares of common stock have been issued under the plan to an employee.
The Company did not, however, have any options, warrants or rights outstanding
as of December 31, 2014.

|                                                                 |  |                               |  |                      |  | Number of securities        
|---------------------------------------------------------------- |  | ----------------------------- |  | -------------------- |  | ----------------------------
|                                                                 |  |                               |  |                      |  | remaining available for     
|                                                                 |  | Number of Securities to       |  | Weighted-average     |  | future issuance under equity
|                                                                 |  | be
      issued upon exercise |  | exercise price of    |  | compensation plans          
|                                                                 |  | of
      outstanding options, |  | outstanding options, |  | (excluding securities       
|Plan Category                                                    |  | warrants and rights           |  | warrants and rights  |  | reflected in column
  (a))  
|                                                                 |  | (a)                           |  | (b)                  |  | (c)                         
|Equity compensation plans approved by security
    holders       |  | 668,184                       |  | $0.47                |  | 5,257,927                   
|Equity compensation plans not approved by security
      holders |  | - 0 -                         |  | - 0 -                |  | - 0 -                       
|Total                                                            |  | 668,184                       |  | $0.47                |  | 5,257,927                   

8

---



Table of
Contents

Recent Sales of
Unregistered Securities

Below is a list of
securities sold by the Company from January 1, 2014 through April 14, 2015 which
were not registered under the Securities Act.

|                            |  |          |  |              |  | Amount of  |   |              
|--------------------------- |  | -------- |  | ------------ |  | ---------- | - | -------------
|                            |  | Date of  |  | **Title of** |  | Securities |   |              
|Name of
      Purchaser     |  | **Sale** |  | **Security** |  | **Sold**   |   | Consideration
|R.
      Arthur Dunkle      |  | 01/06/14 |  | Common Stock |  | 40,000     |   |              
|Heidi B.Creekmur            |  | 01/06/14 |  | Common Stock |  | 15,000     |   |              
|David M. Nelms              |  | 01/06/14 |  | Common Stock |  | 13,334     |   |              
|Kaith & Elaine Ragon        |  | 01/06/14 |  | Common Stock |  | 13,334     |   |              
|Nadia Marrese               |  | 01/06/14 |  | Common Stock |  | 66,667     |   |              
|John
      Bittel           |  | 01/06/14 |  | Common Stock |  | 33,334     |   |              
|Robert Diener               |  | 01/09/14 |  | Common Stock |  | (100,000   | ) |              
|Joseph McNaney              |  | 02/04/14 |  | Common Stock |  | 1,000,000  |   |              
|Ted
      & Cari Lyon       |  | 02/05/14 |  | Common Stock |  | 10,000     |   |              
|Benjamin Ellis McCurdy      |  | 02/05/14 |  | Common Stock |  | 10,000     |   |              
|Vince Desai                 |  | 02/05/14 |  | Common Stock |  | 12,000     |   |              
|Robert Bromley Davis        |  | 02/05/14 |  | Common Stock |  | 21,000     |   |              
|David Murg                  |  | 02/05/14 |  | Common Stock |  | 10,000     |   |              
|Richard & Melody Spano      |  | 02/05/14 |  | Common Stock |  | 33,334     |   |              
|Andrew Bromley Davis        |  | 02/05/14 |  | Common Stock |  | 10,500     |   |              
|Edward Thomas Bromley Davis |  | 02/05/14 |  | Common Stock |  | 10,500     |   |              
|Diana Carolyn Davis         |  | 02/05/14 |  | Common Stock |  | 10,500     |   |              
|Gary
      E. Miano         |  | 02/05/14 |  | Common Stock |  | 1,334      |   |              
|John
      T. Helvie        |  | 02/05/14 |  | Common Stock |  | 1,334      |   |              
|Nadia Marrese               |  | 02/05/14 |  | Common Stock |  | 13,667     |   |              
|Marcia G. Malits            |  | 02/05/14 |  | Common Stock |  | 4,000      |   |              
|Gabriel Miller              |  | 02/05/14 |  | Common Stock |  | 6,672      |   |              
|Robert & Sandra Andrys      |  | 02/05/14 |  | Common Stock |  | 6,700      |   |              
|Lance G. Hoppen             |  | 02/05/14 |  | Common Stock |  | 6,700      |   |              
|Michael G. Geisler          |  | 02/05/14 |  | Common Stock |  | 13,334     |   |              
|Dawn
      A Goughnour      |  | 02/05/14 |  | Common Stock |  | 15,000     |   |              
|Wayne Evan Tullos           |  | 02/06/14 |  | Common Stock |  | 458,333    |   |              
|David M. Rittenhouse        |  | 02/26/14 |  | Common Stock |  | 1,334      |   |              
|Samuel Spector              |  | 02/26/14 |  | Common Stock |  | 2,667      |   |              
|Kaith Ragon                 |  | 02/26/14 |  | Common Stock |  | 13,334     |   |              
|Danny Bochel                |  | 02/26/14 |  | Common Stock |  | 1,334      |   |              
|Frances Frazier             |  | 02/26/14 |  | Common Stock |  | 1,334      |   |              
|Scott & Elizabeth Sheppard  |  | 02/26/14 |  | Common Stock |  | 10,000     |   |              
|Thomas Camerlengo et. al.   |  | 02/26/14 |  | Common Stock |  | 3,334      |   |              
|Jeffrey Allen Mills         |  | 02/26/14 |  | Common Stock |  | 8,000      |   |              
|Ronald E. Rivers            |  | 02/26/14 |  | Common Stock |  | 4,667      |   |              
|Nadia Marrese               |  | 02/26/14 |  | Common Stock |  | 53,334     |   |              
|Alfred & Linda Cardamone    |  | 02/26/14 |  | Common Stock |  | 13,334     |   |              

9

---



Table of
Contents

|Cooper Alexander Stetson        |  | 02/26/14 |  | Common Stock |  | 8,000      |   |  | Professional services     
|------------------------------- |  | -------- |  | ------------ |  | ---------- | - |  | --------------------------
|Dan
      Moss Jr.              |  | 02/26/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Gabrielle Rusignuolo            |  | 02/26/14 |  | Common Stock |  | 11,000     |   |  | Purchase @ $0.75 per share
|Dennis & Susan George           |  | 02/26/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Darrell Slaughter               |  | 02/26/14 |  | Common Stock |  | 1,334      |   |  | Purchase @ $0.75 per share
|Hugh
      F. Quinn             |  | 02/26/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Paul
      Meicka               |  | 02/26/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Brian D. Hughes                 |  | 02/26/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|John
      J. & Darla Melkun    |  | 02/26/14 |  | Common Stock |  | 13,333     |   |  | Purchase @ $0.75 per share
|Roy
      Sciacca               |  | 03/17/14 |  | Common Stock |  | (2,000,000 | ) |  | Cancel prior issuance     
|Susan Kubiak                    |  | 02/27/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Gabrielle Rusignuolo            |  | 03/01/14 |  | Common Stock |  | 11,000     |   |  | Purchase @ $0.75 per share
|Michael Sacco                   |  | 03/05/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Gregg Spiegel                   |  | 03/05/14 |  | Common Stock |  | 66,668     |   |  | Purchase @ $0.75 per share
|Jay
      Silver                |  | 03/05/14 |  | Common Stock |  | 66,668     |   |  | Purchase @ $0.75 per share
|Jerry & Pamela Mercer           |  | 03/12/14 |  | Common Stock |  | 4,000      |   |  | Purchase @ $0.75 per share
|Nadia Marrese                   |  | 03/12/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Robert Bromley Davis            |  | 03/25/14 |  | Common Stock |  | 66,700     |   |  | Purchase @ $0.75 per share
|Nadia Marrese                   |  | 03/21/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Jerry & Pamela Mercer           |  | 03/21/14 |  | Common Stock |  | 4,000      |   |  | Purchase @ $0.75 per share
|Robert A. Twitty                |  | 04/01/14 |  | Common Stock |  | 26,668     |   |  | Purchase @ $0.75 per share
|Wayne Evan Tullos               |  | 03/01/14 |  | Common Stock |  | 100,000    |   |  | Professional services     
|Ken
      Hickman               |  | 03/01/14 |  | Common Stock |  | 13,984     |   |  | Professional services     
|Howard Ash                      |  | 03/01/14 |  | Common Stock |  | 100,000    |   |  | Professional services     
|USREDA, LLC                     |  | 03/27/14 |  | Common Stock |  | 1,333,334  |   |  | Purchase @ $0.75 per share
|Michael Goodstein               |  | 04/03/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Consolidated Securities PTY Ltd |  | 04/09/14 |  | Common Stock |  | 100,000    |   |  | Professional services     
|Lord
      St. John             |  | 04/09/14 |  | Common Stock |  | 100,000    |   |  | Professional services     
|Michael Goodstein               |  | 04/15/14 |  | Common Stock |  | 2,667      |   |  | Purchase @ $0.75 per share
|Samuel Specter                  |  | 04/15/14 |  | Common Stock |  | 3,000      |   |  | Purchase @ $0.75 per share
|Sandra Gozzo                    |  | 04/15/14 |  | Common Stock |  | 26,667     |   |  | Purchase @ $0.75 per share
|Paul
      Meicke               |  | 04/21/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|John
      & Adrienne Stubbins  |  | 04/23/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Lovely Property Investments     |  | 04/24/14 |  | Common Stock |  | 750,000    |   |  | Purchase @ $0.75 per share
|Edward Peters                   |  | 04/30/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Diana & Richard Roof            |  | 05/05/14 |  | Common Stock |  | 66,667     |   |  | Purchase @ $0.75 per share
|Kathrine Sarti                  |  | 05/19/14 |  | Common Stock |  | 10,000     |   |  | Purchase @ $0.75 per share
|Dennis & Susan George           |  | 05/27/14 |  | Common Stock |  | 1,334      |   |  | Purchase @ $0.75 per share
|Keith Goehring                  |  | 05/27/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Ken
      Hickman               |  | 05/28/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share
|Samuel Specter                  |  | 05/29/14 |  | Common Stock |  | 3,750      |   |  | Purchase @ $0.75 per share
|Samuel Specter                  |  | 05/29/14 |  | Common Stock |  | 1,250      |   |  | Purchase @ $0.75 per share
|Brigitte Storch                 |  | 06/02/14 |  | Common Stock |  | 13,334     |   |  | Purchase @ $0.75 per share

10

---



Table of
Contents

|Jerry & Pamela Mercer              |  | 06/03/14 |  | Common Stock |  | 5,334      |   |  | Purchase @ $0.75 per share 
|---------------------------------- |  | -------- |  | ------------ |  | ---------- | - |  | ---------------------------
|Donna Smathers                     |  | 06/13/14 |  | Common Stock |  | 20,000     |   |  | Purchase @ $0.75 per share 
|Joseph McNaney*                    |  | 06/11/14 |  | Common Stock |  | 3,000,000  |   |  | Professional Services      
|Wellington Asset Holdings, Inc.    |  | 06/18/14 |  | Common Stock |  | 266,000    |   |  | Acquisition                
|Nadia Marrese                      |  | 07/22/14 |  | Common Stock |  | 6,667      |   |  | Purchase @ $0.75 per share 
|TFC
      Group, LLC               |  | 08/20/14 |  | Common Stock |  | 25,000     |   |  | Purchase @ $0.75 per share 
|Samuel Specter                     |  | 08/27/14 |  | Common Stock |  | 2,000      |   |  | Purchase @ $0.75 per share 
|Carol and Charles Otto             |  | 10/16/14 |  | Common Stock |  | (12,135    | ) |  | Litigation Settlement      
|Certified Medical Consultants, Inc |  | 10/16/14 |  | Common Stock |  | (14,002    | ) |  | Litigation Settlement      
|Gregg Spiegel                      |  | 10/16/14 |  | Common Stock |  | (10,891    | ) |  | Litigation Settlement      
|Kenneth Steckler                   |  | 10/16/14 |  | Common Stock |  | (68,826    | ) |  | Litigation Settlement      
|Stephen Schaefer                   |  | 10/16/14 |  | Common Stock |  | (11,015    | ) |  | Litigation Settlement      
|Constellation Asset Advisors, Inc  |  | 11/19/14 |  | Common Stock |  | 877,153    |   |  | Professional services      
|Michael Bilodeau                   |  | 12/08/14 |  | Common Stock |  | 100,000    |   |  | Professional services      
|Ken
      Hickman                  |  | 12/08/14 |  | Common Stock |  | 2,016      |   |  | Professional services      
|A
      & C Funding, Corp.         |  | 12/17/14 |  | Common Stock |  | 10,000     |   |  | Professional services      
|EraStar, Inc                       |  | 12/08/14 |  | Common Stock |  | 100,000    |   |  | Professional services      
|Charles Otto                       |  | 12/22/14 |  | Common Stock |  | 12,250     |   |  | Professional services      
|Stephen Schaefer                   |  | 12/22/14 |  | Common Stock |  | 11,200     |   |  | Professional services      
|Kenneth Steckler                   |  | 12/22/14 |  | Common Stock |  | 69,000     |   |  | Professional services      
|Gregg Spiegel                      |  | 12/22/14 |  | Common Stock |  | 10,900     |   |  | Professional services      
|David Derrico                      |  | 12/30/14 |  | Common Stock |  | 150,000    |   |  | Professional services      
|Dr.
      Richard Blair            |  | 12/31/14 |  | Common Stock |  | 25,000     |   |  | Professional services      
|Roy
      Sciacca                  |  | 02/06/15 |  | Common Stock |  | (273,515   | ) |  | Litigation Settlement      
|Lisa
      Coletti                 |  | 02/06/15 |  | Common Stock |  | (686,700   | ) |  | Litigation Settlement      
|Joseph McNaney*                    |  | 02/24/15 |  | Common Stock |  | (4,000,000 | ) |  | Cancel prior issuance      
|Steven Sadaka                      |  | 02/26/15 |  | Common Stock |  | 100,000    |   |  | Purchase @ $0.33 per share 
|Steven Nelson                      |  | 03/03/15 |  | Common Stock |  | 150,000    |   |  | Professional services      
|David Matthews                     |  | 03/05/15 |  | Common Stock |  | 500,000    |   |  | Professional services      
|USREDA, LLC                        |  | 03/13/15 |  | Common Stock |  | 781,250    |   |  | Purchase @ $0.32 per share 
|USREDA, LLC                        |  | 03/24/15 |  | Common Stock |  | 806,452    |   |  | Purchased @ $0.31 per
share

* Shares were recorded, but
not issued at 12/31/2014

The securities issued in
the above mentioned 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 Rules 505 and 506 of Regulation D.

Purchases of Equity
Securities

The Company has never
purchased nor does it own any equity securities of any other issuer.

ITEM 6. SELECTED
FINANCIAL DATA

As a smaller reporting
company it is not required to provide the information required by this Item.

11

---



Table of
Contents

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------------

The following discussion
should be read in conjunction with the Companys audited financial statements
and the notes thereto.

Forward-Looking
Statements

This annual report contains
forward-looking statements and information relating to the Company that are
based on the beliefs of its management as well as assumptions made by, and
information currently available to, its management. When used in this report,
the words "believe," "anticipate," "expect," "estimate," intend, plan and
similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of the Company 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 the Company desires 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 the
Company are expressly qualified in their entirety by the foregoing cautionary
statement.

Business
Overview

Alliance Bioenergy Plus,
Inc (the Company) is a technology company focused on emerging technologies in
the renewable energy, biofuels and new technologies sectors. From inception
through December 5, 2014, the Company was known as Alliance Media Group
Holdings, Inc. At inception (March 28, 2012), the Company was organized as a
vehicle to engage in the commercial production, distribution and exploitation of
Motion Pictures and other Entertainment products. However, in December 2013, a
wholly owned subsidiary of the Company, AMG Renewables, LLC (AMG Renewables),
acquired the controlling interest (51%) in AMG Energy Group, LLC (AMG Energy),
which owns a fifty percent (50%) interest of Carbolosic, LLC (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 Companys goal in acquiring the interest in AMG
Energy is to develop the CTS technology to a commercial scale and then seek to
license the technology to prospective licensees. In September 2014, the Company
determined to focus all of the Companys 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
reason for such action was the recognition that the Companys
entertainment-related assets were generating substantial losses and contributing
little value compared to the potential management saw in the energy-related
activities and to provide a clear focus and direction to the Company moving
forward. The Company therefore determined at that time to divest and sell off,
close down or discontinue the operations of its entertainment-related
subsidiaries. Subsequently, the Company determined that the name Alliance Media
Group Holdings, Inc. was no longer relevant to the new business direction of the
Company and, effective December 5, 2014, amended the Companys Articles of
Incorporation to change the name of the Company to Alliance Bioenergy Plus,
Inc., which is more appropriately descriptive of the new business direction of
the Company.

Plan of
Operation

The Company is focused on
one industry  Renewable Energy. Through its wholly-owned subsidiaries, AMG
Renewables, LLC and Carbolosic Plant 1, LLC, which in turn owns controlling
interests in AMG Energy Group, LLC, and Central Florida Institute of Science and
Technology, Inc., the Company has a strategy that includes growth in its
energy-related activities as well as mergers and acquisitions and start-up
activities which are focused on development of an increasing revenue stream,
secure market share and enhancement of shareholder value.

12

---



Table of
Contents

AMG RENEWABLES,
LLC

AMG Renewables, LLC, a
Florida limited liability company (AMG Renewables), is a wholly-owned
subsidiary of the Company, created for the purpose of managing and developing
the Companys renewable energy technology enterprises. AMG Renewables has one
wholly-owned subsidiary, Carbolosic Plant 1, LLC, a Florida limited liability
company (Carbolosic Plant 1), and two majority owned subsidiaries, AMG Energy
Group, LLC, a Florida limited liability company (AMG Energy) and Central
Florida Institute of Science and Technology, Inc, a Florida corporation
(CFIST).

|● | On December
      26, 2013, AMG Renewables acquired the controlling interest (51%) in AMG
      Energy Group 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 December 31, 2014, the Company has 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 payable relating to an
      acquisition.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | 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 Companys goal is to develop this CTS technology to a
      commercial scale and then seek to license the technology to prospective
      licensees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | Carbolosic
      Plant 1 was created in October 2014 for the purpose of being a full scale
      facility for converting cellulose material into sugar for use in the
      biofuels industry as well as other fine chemical manufacturing located in
      Palm Beach County, FL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | CFIST, was created in December 2014 as a wholly
      owned subsidiary of AMG Energy, to serve as a demonstration and research
      facility to further develop the CTS process, its uses, and develop new
      technologies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

The Company believes that
its management and consultants have significant experience in the bio-fuels,
renewable energy and chemical manufacturing industries. As of this date, the
Company has not generated any revenues from its renewable energy business.

Capital Formation

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 Debenture and $7,862 of accrued interest 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.

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). In the years ended December 31, 2014
and December 31, 2013, the Company had sold 3,203,295 and 194,666 shares of Common Stock through the
Offering for aggregate proceeds of $2,402,180 and 156,001 respectively, of which
10,000 is a stock subscription receivable. The Offering was terminated in March
2015.

13

---



Table of
Contents

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 31, 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. Using a Black-Scholes asset
pricing model, this agreement was valued at $902,772.

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 fiscal year ended December 31, 2014, the Company issued
the remaining 266,000 shares of its common stock valued at $199,500. Currently,
577,084 shares valued at $69,250 have been tendered to the company for
cancellation relating to on ongoing legal case. The total cost for these
acquisitions is $5,604,290.

During the fiscal year
ended December 31, 2014, the Company committed to an aggregate of 5,689,503
shares of its common stock for services valued at $6,027,587. As of December 31,
2014, 3,000,000 of these shares, valued at $3,450,000 had yet to be issued and
4,000,000 shares valued at $4,250,000 were rescinded in February
2015.

During the fiscal year
ended December 31, 2014, the Company entered into a Common Stock Purchase
Warrant agreement with EraStar, Inc. whereby it issued a Warrant to purchase
500,000 shares of Common Stock for a period of five (5) years at an exercise
price of $1.00 per share. Using a Black-Scholes asset-pricing model, this
agreement was valued at $278,850 and is being amortized over the life of the
agreement.

During the fiscal year
ended December 31, 2014, the Company issued 1,000,000 shares for aggregate
proceeds of $750,000 along with two Common Stock Purchase Warrant agreements to
a third party who owns 50% of an unconsolidated affiliate. The Company later
refunded the $750,000 upon receiving documentation from the partys legal
counsel that the warrant agreements and shares have been cancelled.

In February 2015, the
Company commenced a new offering of units valued at eight-five (85%) percent of
the average of the last three days closing market share price. Each unit
consists of one (1) share of Common Stock, one (1) three-year Series A Warrant
convertible to .5 Common Share at an exercise price of $0.75 and one (1)
three-year series B Warrant convertible to .5 Common Share at an exercise price
of $1.50. Currently the Company has sold 1,687,702 units for aggregate proceeds
of $533,000. The offering is ongoing.

Through April 2015, the
Company issued an aggregate of 650,000 shares of common stock for services
valued at $306,000.

Through April 2015, the
Company canceled a net of 960,215 shares of common stock in connection with
certain ongoing litigation. 460,215 shares were canceled in connection with a
certain acquisition and 500,000 shares issued for services were
canceled.

Through April 2015, the
Companys Board of Directors approved a resolution to compensate the boards
independent directors with cash or equity valued at $10,000 per quarter.
Currently, the Company has issued 3 options to purchase an aggregate of 68,184
shares of common stock for a period of three (3) years at an exercise price of
$0.44. In addition, the Company also awarded an independent director a three (3)
year option to purchase 100,000 shares of common stock at an exercise price of
$0.44 and approved an employee stock option award to purchase 500,000 shares of
common stock at an exercise price of $0.48 and a ninety (90) day
term.

14

---



Table of
Contents

Going
Concern

The Company has incurred losses since inception, has a working
capital deficiency, and may be unable to raise further equity. At December 31,
2014 the Company had a working capital deficiency of $2,337,374 and had incurred
accumulated losses of $12,208,326 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 the Companys independent registered
public accounting firm on the Companys financial statements for the period
ended December 31, 2014 contains an emphasis of matter paragraph regarding the
Companys ability to continue as a going concern based upon recurring operating
losses and its need to obtain additional financing to sustain operations. The
Companys ability to continue as a going concern is dependent upon its ability
to obtain the necessary financing to meet its obligations and repay its
liabilities when they become due and to generate sufficient revenues from its
operations to pay its 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.

Currently, the company has
raised $3,081,182 through its private offerings and has begun receiving funding
through its partnership with Carbolosic Energy 1, LLLP, pursuant to the U.S.
EB-5 Immigrant Investor Program. In December 2014, the company received
$1,250,000 of a program target loan amount of $33,000,000.

Results of
Operations

Comparison of the
year ended December 31, 2014 to December 31, 2013

For the year ended December
31, 2014 the Companys general and administrative expenses increased by
approximately $5,472,600 to $7,677,229 from $2,204,629 for the year ended
December 31, 2013. This increase is primarily the result of $6,746,374 in legal,
accounting and consulting fees, of which $6,027,587 is non-cash stock
compensation, and $562,952 in payroll expenses. The Company recognized no
revenues from continuing operations during the fiscal year ended December 31,
2014.

Interest expense increased
in the year ended December 31, 2014 by approximately $114 to $11,145 from
$11,031. This increase was the result of the repayment and conversion of certain
loans payable, along with the interest accrued on $1,250,000 in long term loans
received in the fourth quarter of 2014.

For the year ended December
31, 2014 the Companys equity loss in an unconsolidated affiliate was $208,113
from $0 in 2013. This loss was mainly due to $377,330 in legal fees incurred by
the non-consolidated affiliate, which mostly pertained to global patent
applications.

For the year ended December
31, 2104 the Companys discontinued operations expenses increased $1,813,891 to
$1,902,530 from $88,639 for the year ended December 31, 2013, These losses are
the result of the Companys decision in September 2014 to divest the Company of
its entertainment-related assets and subsidiaries and to focus all of the
Companys resources and personnel on the Companys renewable energy holdings and
future energy technologies. Specifically, this increase is due to a $924,040
impairment on the Companys movies and scripts investments that were involved in
litigation, $354,157 in legal fees, $255,921 in payroll expense and $150,290 in
operating losses from the companys restaurant operation that was
closed.

Liquidity and Capital
Resources

Liquidity

As of December 31, 2014 the
Company had $205,969 in cash. Total Stockholders Equity at December 31, 2014
was $4,196,485. Total debt from continuing operations, including advances,
accounts payable and other notes payable at December 31, 2014, together with
interest payable thereon, was $3,541,456 an increase of $789,401 from $2,752,055
at December 31, 2013.

During the fiscal year
ended December 31, 2014, the Companys continuing operating activities used
$1,958,703 in cash. This increase of 1,546,527 from the prior year can be
attributed to $718,787 in legal, accounting and consulting fees, $562,952 in
payroll expenses and $224,823 in travel expenses.

15

---



Table of
Contents

During the fiscal year
ended December 31, 2014, the Companys investing activities used $389,369 in
cash. This use can be attributed to $88,987 used to purchase equipment for
CFIST, $53,049 can be attributed to the build-out and improvement of the new
office space for AMG Renewables, LLC and $157,256 advanced to Carbolosic, LLC.

During the fiscal year
ended December 31, 2014, the Company generated $3,463,438 through its financing
activities. This increase of $3,082,437 from the prior year can primarily be
attributed to the sale of common stock through the Companys private offering,
which had raised $2,402,180 and the Companys partnership with Carbolosic Energy
1, LLLP provided $1,250,000 in long-term loans payable.

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. As of April 14, 2015, the Company has raised $3,081,182 through its
private placement offerings, however 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.

The Company, through its
subsidiary Carbolosic Plant 1, has begun receiving funding through its
partnership with Carbolosic Energy 1, LLLP towards the development of a CTS
demonstration facility. During the fiscal year ended December 31, 2014, the
Company received $1,250,000 towards a target loan amount of $33,000,000.

Critical 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

The Companys 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. The Companys proportionate share of net
income or loss of the entity is recorded in the Consolidated Statements of
Earnings.

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.

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.

16

---



Table of
Contents

Convertible
Instruments

The Company evaluates and accounts 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.

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.

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.

17

---



Table of
Contents

Off-Balance Sheet
Arrangements

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

Seasonality

The Companys operating
results are not affected by seasonality.

Inflation

The Companys 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 7A. 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 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the
audited financial statements for the Company for the years ended December 31,
2014 and December 31, 2013, and the report thereon of Paritz & Co.,
P.A.

18

---



Table of
Contents

Index to Financial
Statements Page

|                                                                                                                       |  | Page
|---------------------------------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm                                                                |  | F-2 
|                                                                                                                       |  |     
|Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013                                              |  | F-3 
|                                                                                                                       |  |     
|Consolidated Statements of Operations for the years ended December 31, 2014 December 31, 2013                          |  | F-4 
|                                                                                                                       |  |     
|Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2014 and December 31, 2013 |  | F-5 
|                                                                                                                       |  |     
|Consolidated Statements of Cash Flows for the years ended December 31, 2014 and December 31, 2013                      |  | F-6 
|                                                                                                                       |  |     
|Notes to the Consolidated Financial Statements                                                                         |  | F-7 

F-1

---



Table of
Contents

REPORT OF INDEPENDENT
REGISTERED ACCOUNTING FIRM

The Board of Directors and
Shareholders**Alliance Bioenergy
Plus, Inc. and Subsidiaries**West
Palm Beach, Florida

We have audited the accompanying
consolidated balance sheet of Alliance Bioenergy Plus, Inc. and Subsidiaries as
of December 31, 2014 and 2013, and the related consolidated statements of
operations, changes in stockholders equity, and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Alliance Bioenergy Plus, Inc. and Subsidiaries Inc. as of
December 31, 2014 and 2013 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

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. As disclosed in Note 2, the Company has not generated any revenue, has
incurred losses since inception, has a working capital deficiency of $2,337,374
and may be unable to raise further equity. At December 31, 2014 the Company had
incurred accumulated losses of $12,208,326 since inception. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might result from this
uncertainty.

/s/ Paritz & Company, P.A.

Hackensack, New JerseyApril 1,
2015

F-2

---



Table of
Contents

Alliance BioEnergy Plus,
Inc. CONSOLIDATED BALANCE SHEETS

|                                                                                                 |  | December 31, |             | December 31,
|------------------------------------------------------------------------------------------------ |  | ------------ | ----------- | ------------
|                                                                                                 |  | 2014         |             | 2013        
|ASSETS                                                                                           |  |              |             |             
|Current assets                                                                                   |  |              |             |             
|Cash and
      cash equivalents                                                                  |  | $            | 205,969     |             
|Prepaid
      expenses                                                                           |  |              | 470,612     |             
|Current
      assets of discontinued operations                                                  |  |              | 11,263      |             
|TOTAL CURRENT ASSETS                                                                             |  |              | 687,844     |             
|                                                                                                
|PROPERTY AND EQUIPMENT, AT COST,
      NET OF ACCUMULATED                                        |  |              |             |             
|DEPRECIATION OF $15,883 AND $906
      AT DECEMBER 31, 2014 AND                                  |  |              |             |             
|DECEMBER 31, 2013,
      RESPECTIVELY                                                            |  |              | 140,387     |             
|                                                                                                
|Other assets                                                                                     |  |              |             |             
|Security
      deposits                                                                          |  |              | 7,278       |             
|Investment
      in and advances to an unconsolidated affiliate                                  |  |              | 7,497,437   |             
|Long term
      assets of discontinued operations                                                |  |              | -           |             
|TOTAL OTHER ASSETS                                                                               |  |              | 7,504,715   |             
|TOTAL ASSETS                                                                                     |  | $            | 8,332,946   |             
|                                                                                                
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                                                       |  |              |             |             
|Current liabilities                                                                              |  |              |             |             
|Accounts
      payable and accrued liabilities                                                   |  | $            | 182,295     |             
|Liability
      for stock to be issued                                                           |  |              | -           |             
|Payable
      relating to an acquisition - Related party                                         |  |              | 2,031,258   |             
|Short term
      note payable  Related party                                                    |  |              | 71,000      |             
|Convertible debentures payable - Other                                                           |  |              | -           |             
|Interest
      payable  Related Party                                                           |  |              | 5,486       |             
|Interest
      payable  Other                                                                   |  |              | 1,417       |             
|Current
      liabilities of discontinued operations                                             |  |              | 733,762     |             
|TOTAL CURRENT
      LIABILITIES                                                                  |  |              | 3,025,218   |             
|Long term
liabilities                                                                            |  |              |             |             
|Long term
      notes payable  Other                                                            |  |              | 1,250,000   |             
|TOTAL LONG TERM
      LIABILITIES                                                                |  |              | 1,250,000   |             
|TOTAL LIABILITIES                                                                                |  |              | 4,275,218   |             
|                                                                                                
|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; 40,340,738 shares issued    |  |              |             |             
|and
      outstanding at December 31, 2014 and 32,840,476 shares issued and
      outstanding at |  |              |             |             
|December 31, 2013                                                                                |  |              | 40,341      |             
|Stock Subscription Receivable                                                                    |  |              | (10,000     | )           
|Additional paid-in capital                                                                       |  |              | 16,374,470  |             
|Accumulated deficit                                                                              |  |              | (12,208,326 | )           
|Total
      stockholders' equity                                                                 |  |              | 4,196,485   |             
|Non-controlling interest                                                                         |  |              | (138,757    | )           
|TOTAL EQUITY                                                                                     |  |              | 4,057,728   |             
|                                                                                                
|TOTAL LIABILITIES AND
      STOCKHOLDERS EQUITY                                                 |  | $            | 8,332,946   |             

The accompanying notes are
an integral part of these consolidated financial statements

F-3

---



Table of
Contents

Alliance BioEnergy Plus,
Inc.CONSOLIDATED
STATEMENT OF OPERATIONS

|                                                        |  | For The Year Ended      |            | For The Year Ended     
|------------------------------------------------------- |  | ----------------------- | ---------- | -----------------------
|                                                        |  | December 31,
      2014 |            | December 31,
      2013
|Revenues                                                |  | $                       | -          |                        
|                                                       
|Operating expense                                       |  |                         |            |                        
|General
      and administrative                        |  |                         | 7,677,229  |                        
|Total operating expenses                                |  |                         | 7,677,229  |                        
|                                                       
|Loss from operations                                    |  |                         | (7,677,229 | )                      
|                                                       
|Other expenses                                          |  |                         |            |                        
|Equity
      loss in an unconsolidated affiliate        |  |                         | 208,113    |                        
|Interest
      expense  related party                  |  |                         | 1,629      |                        
|Interest
      expense  other                          |  |                         | 9,516      |                        
|Total
      other expenses                              |  |                         | (219,258   | )                      
|                                                       
|Loss from continuing
      operations                   |  |                         | (7,896,487 | )                      
|                                                       
|Discontinued operations                                 |  |                         |            |                        
|Loss from
      operations                              |  |                         | (978,490   | )                      
|Loss on
      impairment                                |  |                         | (924,040   | )                      
|Loss from discontinued
      operations                 |  |                         | (1,902,530 | )                      
|                                                       
|Loss before provisions for income
      taxes           |  | $                       | (9,799,017 | )                      
|Provisions for income taxes                             |  |                         | -          |                        
|Net loss                                                |  |                         | (9,799,017 | )                      
|Net loss attributable to
      non-controlling interest |  |                         | (138,543   | )                      
|Net loss attributable to Company                        |  | $                       | (9,937,560 | )                      
|                                                       
|Basic and diluted net loss per
      share              |  |                         |            |                        
|Continuing
      operations                             |  |                         | (0.22      | )                      
|Discontinued operations                                 |  |                         | (0.05      | )                      
|Net loss per share                                      |  | $                       | (0.27      | )                      
|                                                       
|Weighted average common shares
      outstanding        |  |                         |            |                        
|Basic and
      Diluted                                 |  |                         | 37,029,419 |                        

The accompanying notes are
an integral part of these consolidated financial statements

F-4

---



Table of
Contents

AllianceBioEnergyPlus, Inc.CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY

|                                                  |  |                    |   |                       |   |              |   |          |   |             |   |             | Stock |               | Additional |          |   |              |   |  | Non- |             | Total
|------------------------------------------------- |  | ------------------ | - | --------------------- | - | ------------ | - | -------- | - | ----------- | - | ----------- | ----- | ------------- | ---------- | -------- | - | ------------ | - |  | ---- | ----------- | -----
|                                                  |  | Common
      Stock |   | Preferred
      Stock |   | Subscription |   | Paid -in |   | Accumulated |   | controlling |       | Stockholders'
|                                                  |  | Shares             |   | Amount                |   | Shares       |   | Amount   |   | Receivable  |   | Capital     |       | Deficit       |            | Interest |   | (Deficiency)
|Balance as of January
      1, 2013               |  | 19,395,000         |   |                       | $ | 19,395       |   |          | - |             | - |             | $     | (19,000       | )          |          | $ | 49,450       |   |  | $    | (105,010    | )    
|Issuance of common stock for services             |  | 2,300,477          |   |                       |   | 2,301        |   |          | - |             | - |             |       | -             |            |          |   | 858,897      |   |  |      | -           |      
|Issuance of common stock for prepaid expenses     |  | 2,000,000          |   |                       |   | 2,000        |   |          | - |             | - |             |       | -             |            |          |   | 1,498,000    |   |  |      | -           |      
|Issuance of 2,000,000 warrants for services       |  | -                  |   |                       |   | -            |   |          | - |             | - |             |       | -             |            |          |   | 902,772      |   |  |      | -           |      
|Issuance of common stock in connection with       |  |                    |   |                       |   |              |   |          |   |             |   |             |       |               |            |          |   |              |   |  |      |             |      
|conversion of notes payable                       |  | 83,333             |   |                       |   | 83           |   |          | - |             | - |             |       | -             |            |          |   | 9,917        |   |  |      | -           |      
|Issuance of common stock for cash                 |  | 194,666            |   |                       |   | 195          |   |          | - |             | - |             |       | 9,000         |            |          |   | 145,806      |   |  |      | -           |      
|Issuance of common stock for acquisition (1)      |  | 1,867,000          |   |                       |   | 1,867        |   |          | - |             | - |             |       | -             |            |          |   | 222,173      |   |  |      | -           |      
|Issuance of common stock for acquisition (2)      |  | 7,000,000          |   |                       |   | 7,000        |   |          | - |             | - |             |       | -             |            |          |   | 5,243,000    |   |  |      | -           |      
|Net
      loss                                    |  | -                  |   |                       |   | -            |   |          | - |             | - |             |       | -             |            |          |   | -            |   |  |      | (2,304,299  | )    
|Balance as of December 31, 2013                   |  | 32,840,476         |   |                       | $ | 32,841       |   |          | - |             | - |             | $     | (10,000       | )          |          | $ | 8,930,015    |   |  | $    | (2,409,309  | )    
|Issuance of common stock for services             |  | 5,689,503          |   |                       |   | 5,690        |   |          | - |             | - |             |       | -             |            |          |   | 6,021,897    |   |  |      | -           |      
|Cancellation of common stock for prepaid expenses |  | (2,000,000         | ) |                       |   | (2,000       | ) |          | - |             | - |             |       | -             |            |          |   | (1,498,000   | ) |  |      | -           |      
|Issuance of 500,000 warrants for services         |  | -                  |   |                       |   | -            |   |          | - |             | - |             |       | -             |            |          |   | 278,850      |   |  |      | -           |      
|Issuance of common stock in connection with       |  |                    |   |                       |   |              |   |          |   |             |   |             |       |               |            |          |   |              |   |  |      |             |      
|conversion of notes payable                       |  | 458,333            |   |                       |   | 458          |   |          | - |             | - |             |       | -             |            |          |   | 57,404       |   |  |      | -           |      
|Issuance of common stock for cash                 |  | 3,203,295          |   |                       |   | 3,203        |   |          | - |             | - |             |       | -             |            |          |   | 2,398,977    |   |  |      | -           |      
|Cancellation of common stock from acquisition (1) |  | (116,869           | ) |                       |   | (117         | ) |          | - |             | - |             |       | -             |            |          |   | (13,907      | ) |  |      | -           |      
|Issuance of common stock for acquisition (2)      |  | 266,000            |   |                       |   | 266          |   |          | - |             | - |             |       | -             |            |          |   | 199,234      |   |  |      | -           |      
|Net
      loss                                    |  | -                  |   |                       |   | -            |   |          | - |             | - |             |       | -             |            |          |   | -            |   |  |      | (9,799,017  | )    
|Balance as of
      December 31, 2014             |  | 40,340,738         |   |                       | $ | 40,341       |   |          | - |             | - |             | $     | (10,000       | )          |          | $ | 16,374,470   |   |  | $    | (12,208,326 | )    

|(1) |  | Stock issued for rights to two partially-completed television
      series World Star and Making of a Saint: The Journey to
      Sainthood
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Stock issued for acquisition of AMG Energy Group,
    LLC                                                                                      

Theaccompanyingnotes are anintegralpart of theseconsolidatedfinancialstatements

F-5

---



Table of
Contents

Alliance BioEnergy Plus,
Inc.CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                                                                |  | For The Year Ended      |            | For The Year Ended     
|------------------------------------------------------------------------------- |  | ----------------------- | ---------- | -----------------------
|                                                                                |  | December 31,
      2014 |            | December 31,
      2013
|Cash flows from
      operating activities                                      |  |                         |            |                        
|Net loss from continuing operations                                             |  |                         | (8,035,030 | )                      
|Net loss from discontinued operations                                           |  |                         | (1,902,530 | )                      
|**Net
      loss**                                                              |  | $                       | (9,937,560 | )                      
|**Reconciliation
      of net loss to net cash used in operating activities**   |  |                         |            |                        
|Depreciation and amortization                                                   |  |                         | 13,042     |                        
|Accrued interest on convertible debentures                                      |  |                         | -          |                        
|Stock based compensation                                                        |  |                         | 6,027,587  |                        
|Issuance of warrants for services                                               |  |                         | 23,237     |                        
|Equity loss in an unconsolidated affiliate                                      |  |                         | 208,113    |                        
|**Changes in
      operating assets and liabilities**                           |  |                         |            |                        
|Prepaid expenses                                                                |  |                         | (181,158   | )                      
|Accounts payable and accrued liabilities                                        |  |                         | (14,494    | )                      
|Net cash used in operating activities  continuing
      operations             |  |                         | (1,958,703 | )                      
|Net cash used in
      operating activities  discontinued operations           |  |                         | (917,565   | )                      
|Net cash used in operating activities                                           |  |                         | (2,876,268 | )                      
|                                                                               
|Cash flows from
      investing activities                                      |  |                         |            |                        
|Purchase of property and equipment                                              |  |                         | (138,864   | )                      
|Security deposit                                                                |  |                         | (4,278     | )                      
|Investment in and advance to an unconsolidated affiliate                        |  |                         | (246,227   | )                      
|Net cash from (used
      in) investing activities  continuing operations      |  |                         | (389,369   | )                      
|Net cash from (used in) investing activities  discontinued
      operations    |  |                         | -          |                        
|Net cash from (used
      in) investing activities                              |  |                         | (389,369   | )                      
|                                                                               
|Cash flows from financing activities                                            |  |                         |            |                        
|Debt payment relating to an acquisition                                         |  |                         | (168,742   | )                      
|Proceeds from short-term note payable  related party                           |  |                         | -          |                        
|Proceeds from long-term note payable  other                                    |  |                         | 1,250,000  |                        
|Net proceeds from issuance of common stock                                      |  |                         | 2,402,180  |                        
|Net proceeds of common stock to be issued                                       |  |                         | -          |                        
|Repayment of convertible debt                                                   |  |                         | (20,000    | )                      
|Net cash provided by
      financing activities  continuing operations         |  |                         | 3,463,438  |                        
|Net cash provided by financing activities  discontinued
      operations       |  |                         | (40,800    | )                      
|Net cash provided by
      financing activities                                 |  |                         | 3,422,638  |                        
|                                                                               
|Net increase in cash and cash equivalents                                       |  |                         | 157,001    |                        
|                                                                               
|Cash and cash
      equivalent at beginning of the period                       |  |                         | 48,968     |                        
|Cash and cash equivalent at end of the period                                   |  |                         | 205,969    |                        
|                                                                               
|Supplemental
      disclosure of cash flow information                          |  |                         |            |                        
|Cash paid during the period for                                                 |  |                         |            |                        
|Interest                                                                        |  | $                       | 11,145     |                        
|Taxes                                                                           |  |                         | 480        |                        
|                                                                               
|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 to be issued for investment in
    Carbolosic                      |  |                         | -          |                        
|Common stock (returned) issued recorded for prepaid
      expense               |  |                         | (1,500,000 | )                      
|Reversal of common stock issued for investment in
      discontinued operations |  |                         | (14,024    | )                      
|Debt
      incurred for acquisition of Carbolosic                               |  |                         | -          |                        
|Debt
      incurred for acquisition in discontinued operations                  |  |                         | -          |                        
|Issuance of warrants for future services                                        |  |                         | 255,612    |                        

The accompanying notes are
an integral part of these consolidated financial statements

F-6

---



Table of
Contents

Alliance BioEnergy Plus,
Inc.NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

NOTE 1  ORGANIZATION

Alliance Bioenergy Plus,
Inc (the Company) is a technology company focused on emerging technologies in
the renewable energy, biofuels and new technologies sectors. From inception
through December 5, 2014, the Company was known as Alliance Media Group
Holdings, Inc. At inception (March 28, 2012), the Company was organized as a
vehicle to engage in the commercial production, distribution and exploitation of
Motion Pictures and other Entertainment products. However, in December 2013, a
wholly owned subsidiary of the Company, AMG Renewables, LLC (AMG Renewables),
acquired the controlling interest (51%) in AMG Energy Group, LLC (AMG Energy),
which owns a fifty percent (50%) interest of Carbolosic, LLC (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 Companys goal in acquiring the interest in AMG
Energy is to develop the CTS technology to a commercial scale and then seek to
license the technology to prospective licensees. In September 2014, the Company
determined to focus all of the Companys 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
reason for such action was the recognition that the Companys
entertainment-related assets were generating substantial losses and contributing
little value compared to the potential management saw in the energy-related
activities and to provide a clear focus and direction to the Company moving
forward. The Company therefore determined at that time to divest and sell off,
close down or discontinue the operations of its entertainment-related
subsidiaries. Subsequently, the Company determined that the name Alliance Media
Group Holdings, Inc. was no longer relevant to the new business direction of the
Company and, effective December 5, 2014, amended the Companys Articles of
Incorporation to change the name of the Company to Alliance Bioenergy Plus,
Inc., which is more appropriately descriptive of the new business direction of
the Company.

Plan of
Operation

The Company is focused on
one industry  Renewable Energy. Through its wholly-owned subsidiaries, AMG
Renewables, LLC and Carbolosic Plant 1, LLC, which in turn owns controlling
interests in AMG Energy Group, LLC, and Central Florida Institute of Science and
Technology, Inc., the Company has a strategy that includes growth in its
energy-related activities as well as mergers and acquisitions and start-up
activities which are focused on development of an increasing revenue stream,
secure market share and enhancement of shareholder value.

AMG RENEWABLES,
LLC

AMG Renewables, LLC, a
Florida limited liability company (AMG Renewables), is a wholly-owned
subsidiary of the Company, created for the purpose of managing and developing
the Companys renewable energy technology enterprises. AMG Renewables has one
wholly-owned subsidiary, Carbolosic Plant 1, LLC, a Florida limited liability
company (Carbolosic Plant 1), and two majority owned subsidiaries, AMG Energy
Group, LLC, a Florida limited liability company (AMG Energy) and Central
Florida Institute of Science and Technology, Inc., a Florida corporation
(CFIST).

|● | On December 26, 2013, AMG Renewables
      acquired the controlling interest (51%) in AMG Energy Group 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 December 31, 2014,
      the Company has 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 payable relating to an acquisition.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---



Table of Contents

|● | 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
      Companys goal is to develop this CTS technology to a commercial scale and
      then seek to license the technology to prospective
      licensees.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Carbolosic Plant 1 was created in October
      2014 for the purpose of being a full scale facility for converting
      cellulose material into sugar for use in the biofuels industry as well as
      other fine chemical manufacturing located in Palm Beach County,
      FL.                                                                                                                                                                                                                                                                                                                                                                            
|● | CFIST, was created in December 2014 as a
      wholly owned subsidiary of AMG Energy, to serve as a demonstration and
      research facility to further develop the CTS process, its uses, and
      develop new technologies.                                                                                                                                                                                                                                                                                                                                                                                                                               

The Company believes that
its management and consultants have significant experience in the bio-fuels,
renewable energy and chemical manufacturing industries. As of this date, the
Company has not generated any revenues from its renewable energy business.

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 not generated any revenue, has incurred losses since inception, has
a working capital deficiency of $2,337,374 and may be unable to raise further
equity. At December 31, 2014 the Company had incurred accumulated losses of
$12,208,326 since its inception. The Company expects to incur significant
additional liabilities in connection with its start-up activities. The Companys
ability to continue as a going concern is dependent upon its ability to obtain
the necessary financing to meet its obligations and repay its liabilities when
they become due and to generate sufficient revenues from its operations to pay
its 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. There are no assurances that the Company 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

The accompanying
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. The Companys 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.

F-8

---



Table of Contents

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.

F-9

---



Table of Contents

Common Stock Purchase
Warrants and Other Derivative Financial Instruments

The Company classifies as
equity any contracts that require physical settlement or net-share settlement or
provide it with a choice of net-cash settlement or settlement in the Companys
own shares (physical settlement or net-share settlement) provided that such
contracts are indexed to its own stock as defined in ASC 815-40 (Contracts in
Entitys Own Equity). The Company classifies 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 the
Companys control) or give the counterparty a choice of net-cash settlement or
settlement in shares (physical settlement or net-share settlement). The Company
assesses the classification of its 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.

Non-controlling interest
in consolidated subsidiaries

The accompanying
consolidated financial statements include the accounts of Alliance BioEnergy
Plus, Inc. and those subsidiaries that the Company has the ability to control
either through voting rights or means other than voting rights. For these
subsidiaries, the Company records 100% of the revenues, expenses, cash flows,
assets and liabilities in its consolidated financial statements. For
subsidiaries that the Company controls but hold less than 100% ownership, a
non-controlling interest is recorded in the consolidated income statement to
reflect the non-controlling interests share of the net income (loss), and a
non-controlling interest is recorded in the consolidated balance sheet to
reflect the non-controlling interests share of the net assets of the
subsidiary.

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 are 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. The
Company monitors its investment for impairment at least annually and make
appropriate reductions in the carrying value if it determines 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.

F-10

---



Table of Contents

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. The
Company has no material uncertain tax positions for any of the reporting periods
presented.

Profit (Loss) per Common
Share:

Basic profit (loss) per
share amounts have been calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share has been
calculated using the weighted-average number of common shares plus the
potentially dilutive effect of securities such as outstanding options and
warrants. The computation of potential common shares has been performed using
the treasury stock method. The warrants and options are antidilutive for all
periods presented. When net loss is reported, diluted and basic net loss per
share amounts are the same as the impact of potential common shares is
antidilutive.

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.

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 Company has elected early
adoption of ASU No. 2014-10 and does not present inception to date information
and other disclosure requirements of Topic 915.

F-11

---



Table of Contents

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). The company has
elected early adoption of Topic 275 for the year ended December 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, acquired 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.

Condensed Balance Sheet
of Non-Consolidated Affiliate

|                                                | December 31,
      2014 |          | December 31,
      2013
|----------------------------------------------- | ----------------------- | -------- | -----------------------
|ASSETS                                          |                         |          |                        
|Current Assets                                  |                         |          |                        
|Cash and
      cash equivalents                 | $                       | 1,000    |                        
|TOTAL ASSETS                                    | $                       | 1,000    |                        
|                                               
|LIABILITIES AND STOCKHOLDERS
      EQUITY       |                         |          |                        
|Current Liabilities                             |                         |          |                        
|Accounts
      payable and accrued liabilities  | $                       | 35,000   |                        
|Interest
      payable                          |                         | 1,218    |                        
|Current
      notes payable                     |                         | 381,008  |                        
|TOTAL CURRENT
      LIABILITIES                 |                         | 417,226  |                        
|                                               
|STOCKHOLDERS EQUITY                             |                         |          |                        
|Accumulated deficit                             |                         | (416,226 | )                      
|TOTAL EQUITY                                    |                         | (416,226 | )                      
|                                                |                         |          |                        
|TOTAL LIABILITIES AND STOCKHOLDERS
      EQUITY | $                       | 1,000    |                        

F-12



---



Table of Contents

Condensed Statement of
Operations of Non-Consolidated Affiliate

|                           | **For The Year
Ended**  |          | **For The Year
  Ended**
|-------------------------- | ----------------------- | -------- | ------------------------
|                           | December 31,
      2014 |          | December 31,
      2013 
|Revenues                   | $                       | -        |                         
|                          
|Operating Expenses         |                         |          |                         
|Royalties                  |                         | 35,000   |                         
|Legal fees                 |                         | 377,330  |                         
|General and administrative |                         | 2,678    |                         
|Total operating expenses   |                         | (415,008 | )                       
|                          
|Other
      expenses       |                         |          |                         
|Interest expense           |                         | 1,218    |                         
|Total other
      expenses |                         | (1,218   | )                       
|                          
|Loss from operations       | $                       | (416,226 | )                       

NOTE 5  DEBT

Short Term Notes
PayableRelated Parties

Throughout 2013, the
Company issued five unsecured short-term notes payable to various related
parties, including officers and directors of the Company, with a term of one
year. During the fiscal year ended December 31, 2014, three of these notes were
repaid and two notes were extended and remain outstanding. The outstanding notes
have a combined principal balance of $71,000, accrued interest of $5,486 and
bear interest at a rate of five percent (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. The full principal and interest due on this note was repaid on
October 17, 2014.

Long Term Notes Payable
 Other

During the year ended
December 31, 2014, Carbolosic Plant 1, LLC, a wholly owned subsidiary, entered
into an agreement with Carbolosic Energy 1, LLLP to begin receiving long term
loans, pursuant to the U.S. EB-5 Immigrant Investor Program, to develop a CTS
demonstration facility. These loans will be issued in multiple advances, each in
an amount greater than or equal to $500,000 up to the target loan amount of
$33,000,000. The initial term on each of these loans is five (5) years from the
date of each advance and bear interest at a rate of 4.31% per annum. The Company
can earn a 0.51% rate discount if the first five years of interest due to lender
is paid within 15 days of each advance. In addition, these loans may not be
prepaid and are secured by all assets of the Company. As of December 31, 2014,
the Company had received two (2) long term notes payable, with a combined
principal balance of $1,250,000. The company has taken advantage of the 0.51%
rate discount on one of these notes payable, with a principal amount of
$500,000, and issued a $95,000 interest payment to the Lender on December 9,
2014.

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 accrued interest at a rate of
ten percent (10%) per annum and was 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 would automatically convert into Company
Common Stock at the conversion rate in the event shares of Company Common Stock
traded 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; or
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.

F-13

---



Table of Contents

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 December 31, 2014, the Company had 40,340,738 shares
of Common Stock issued and outstanding and no shares of Preferred Stock were
issued. 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). In the years ended December 31, 2014
and December 31, 2013, the Company had sold 3,203,295 and 194,666 shares of
Common Stock through the Offering for aggregate proceeds of $2,402,180 and
156,001 respectively, of which 10,000 is a stock subscription receivable. The
Offering was terminated in March 2015.

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. (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 31, 2014, the Company entered into a Common Stock Purchase
Warrant agreement with EraStar, Inc. whereby it issued a Warrant to purchase
500,000 shares of Common Stock for a period of five (5) years at an exercise
price of $1.00 per share. Using a Black-Scholes asset pricing model, this
agreement was valued at $278,850 and is being amortized over the life of the
agreement.

During the fiscal year
ended December 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
principal and interest amount of $57,862.

During the fiscal year
ended December 31, 2014, the Company canceled an aggregate of 116,869 shares of
its common stock, valued at $14,024, as part of a legal settlement relating to a
certain acquisition.

During the fiscal year
ended December 31, 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 fiscal year
ended December 31, 2014, the Company granted an aggregate of 5,689,503 shares of
its common stock for services valued at $6,027,587. 3,000,000 shares to a
consultant for services valued at $3,450,000 were granted, but had not been
issued as of December 31, 2014. These shares have been expensed and are included
in paid in capital.

F-14

---



Table of Contents

During the fiscal year
ended December 31, 2014, the company issued 1,000,000 shares for aggregate
proceeds of $750,000 along with two Common Stock Purchase Warrant agreements to
a certain party who owns 50% of an unconsolidated affiliate. The company later
refunded the $750,000 upon receiving documentation from the partys legal
counsel that the warrant agreements and shares have been cancelled.

NOTE 7  SEGMENT
INFORMATION

|                                                                | December
  31,
|--------------------------------------------------------------- | --------------
|                                                                | 2014          
|Revenue:                                                        |               
|Alliance BioEnergy Plus,
      Inc.                             | $             
|Carbolosic Plant 1, LLC                                         |               
|AMG Energy Group,
LLC                                           |               
|Central
      Florida Institute of Science and Technology, Inc. |               
|Total Revenue                                                   |               
|Net Operating Losses                                            |               
|Alliance BioEnergy Plus,
      Inc.                             | $             
|Carbolosic Plant 1, LLC                                         |               
|AMG Energy Group,
LLC                                           |               
|Central
      Florida Institute of Science and Technology, Inc. |               
|Total Net Losses                                                |               
|Total Assets:                                                   |               
|Alliance BioEnergy Plus,
      Inc.                             | $             
|Carbolosic Plant 1, LLC                                         |               
|AMG Energy Group,
LLC                                           |               
|Central
      Florida Institute of Science and Technology, Inc. |               
|Total Net Assets                                                |               

NOTE 8  INCOME
TAXES

The reconciliation of
income tax benefit at the U.S. statutory rate of 34% for the years ended
December 31, 2014 and 2013 to the Companys effective tax rate is as follows:

|                                          | Years
    Ended        
|----------------------------------------- | -----------------------
|                                          | December 31,
      2014
|Statutory federal income tax rate         | -34%                   
|State income tax, net of federal benefits | -6%                    
|Valuation Allowance                       | 40%                    
|Income tax provision (benefit)            | 0%                     

The benefit for income tax
is summarized as follows:

|                               | Years
    Ended        
|------------------------------ | -----------------------
|                               | December 31,
      2014
|Federal                        |                        
|Current                        | $                      
|Deferred                       |                        
|State                          |                        
|Current                        |                        
|Deferred                       |                        
|Change in valuation allowance  |                        
|Income tax provision (benefit) | $                      

F-15



---



Table of Contents

The tax effects of
temporary differences that give rise to the Companys net deferred tax liability
as of December 31, 2014 and 2013 are as follows:

|                                     | Years
    Ended        
|------------------------------------ | -----------------------
|                                     | December 31,
      2014
|Deferred tax asset                   |                        
|Net
      operating loss carryovers  | $                      
|Total deferred tax assets            |                        
|Valuation Allowance                  |                        
|Deferred tax asset, net of allowance | $                      

As of December 31, 2014 and
2013, the Company had $12,208,326 and $2,409,309 of Federal net operating loss
carryovers (NOLs) which begin to expire in 2033. Utilization of the NOLs may
be subject to limitation under the Internal Revenue Code Section 382 should
there be a greater than 50% ownership change as determined under
regulations.

In assessing the
realization of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Based on the assessment, management has
established a full valuation allowance against the entire deferred tax asset
relating to NOLs for every period because it is more likely than not that all of
the deferred tax asset will not be realized.

The Company files U.S.
Federal and Florida tax returns that are subject to audit by tax authorities
beginning with the year ended December 31, 2012. The Companys policy is to
classify assessments, if any, for tax and related interest and penalties as tax
expense.

NOTE 9 - COMMITMENTS AND
CONTINGENCIES

Litigation

The Company is subject,
from time to time, to litigation, claims and suits arising in the ordinary
course of business.

Leases

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 leased an
additional office location during the year ended December 31, 2014. 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 three
percent (3%) over the Base Year.

Rent expense for the year
ended December 31, 2014 and December 31, 2013 was $90,396 and $32,639
respectively.

As of December 31, 2014,
the total future minimum lease payments in respect of leased premises are as
follows:

|YEAR ENDED | MINIMUM DUE
|---------- | -----------
|2015       | $          
|2016       |            
|2017       |            
|2018       |            
|2019       |            
|**TOTAL**  | $          

F-16

---



Table of Contents

NOTE 10  RELATED PARTY
TRANSACTIONS

Related
Transactions

1) 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 would 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 would stay in
place so long as the Company requires the Consultants services. All three
agreements were terminated during the year ended December 31, 2104.

2) Mark W. Koch and Daniel de Liege are principals of AMG Energy
Solutions, Inc, which owns 43% of AMG Energy Group, LLC. The company owns 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.

3) Short-term notes payable
issued to related parties are described in NOTE 5.

4) On June 5, 2014 the
company issued a $25,000 payment to Blake Koch Motorsports, Inc., for a
marketing and advertising expense that occurred in March 2015. Blake Koch is the
son of Mark W. Koch.

5) On June 11, 2014 the
Board of Directors approved the issuance of 3,000,000 shares of Company common
stock valued at $3,450,000 to Joseph McNaney for services provided to AMG
Renewables, LLC. The shares have not yet been issued as of December 31, 2014,
but have been expensed and included in paid in capital.

6) In October 2014, the
Company issued 1,000,000 shares of common stock and two Common Stock Warrant
Purchase agreements for 500,000 warrants each in exchange for $750,000 to Thor
Renewable Energy (Singapore) ltd (Thor). On December 15, 2014, $750,000 was
refunded to Thor upon the receipt of a legal document confirming the 1,000,000
shares and both warrant agreements were cancelled. Thor owns the remaining 50%
of Carbolosic, LLC.

NOTE 11  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.

F-17

---



Table of Contents

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

|                                                                                                                                           |  | December
      31,2014 |         | December
      31,2013
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ------- | ----------------------
|Carrying amounts of major classes
      of assets included as part of discontinuedoperations                                               |  |                        |         |                       
|Cash
      and cash equivalents                                                                                                            |  | $                      | -       |                       
|Prepaid
      expenses                                                                                                                     |  |                        | 11,263  |                       
|Property
      and equipment, at cost, net of accumulated depreciation at December
      31,2014
      and December 31, 2013, respectively |  |                        | -       |                       
|Security
      deposits                                                                                                                    |  |                        | -       |                       
|Investment
      in film and television productions                                                                                        |  |                        | -       |                       
|Total assets of the discontinued
      operation                                                                                           |  | $                      | 11,263  |                       
|                                                                                                                                          
|Carrying amounts of major classes
      of liabilities included as part of discontinuedoperations                                          |  |                        |         |                       
|Accounts
      payable and accrued liabilities                                                                                             |  | $                      | 733,762 |                       
|Short
      term note payable  Related party                                                                                              |  |                        | -       |                       
|Interest
      payable  Related party                                                                                                     |  |                        | -       |                       
|Total liabilities of the
      discontinued operation                                                                                      |  | $                      | 733,762 |                       

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

|                                                                                    |  | December
      31,
|----------------------------------------------------------------------------------- |  | ------------------
|                                                                                    |  | 2014              
|Major line items constituting
      pretax profit (loss) of discontinued operations |  |                   
|Revenue                                                                             |  | $                 
|Cost
      of Sales                                                                 |  |                   
|Selling, general and administrative                                                 |  |                   
|Interest
      expense                                                              |  |                   
|Loss
      on impairment                                                            |  |                   
|Loss from discontinued
      operations                                             |  | $                 

NOTE 12  SUBSEQUENT
EVENTS

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

Equity

In February 2015, the
Company reached a legal settlement, whereby a net of 460,215 shares issued in
connection with an acquisition had been returned to the company along with
500,000 shares of Company stock which had been previously issued in connection
with payment for purported management services to be provided by certain of the
defendants.

During February 2015,
Joseph McNaney returned a share certificate to the company representing
1,000,000 shares for rescission and forfeited his right to 3,000,000 unissued
shares.

During February 2015, the
Company closed its initial offering of up to 12,000,000 shares of Common Stock
at a price of $0.75 per share. Subsequently, the Company opened a 2nd
offering of units valued at eight-five (85%) percent of the average of the last
three days closing market share price. Each unit consists of one (1) share of
Common Stock, one (1) three-year Series A Warrant convertible to .5 Common Share
at an exercise price of $0.75 and one (1) three-year series B Warrant
convertible to .5 Common Share at an exercise price of $1.50. Currently the
Company has sold 1,687,702 units for aggregate proceeds of $533,000. The
offering is ongoing.

During March 2015, the
compensation committee approved, under the 2012 Employee Director Stock Plan, a
stock grant award to David Matthews of 500,000 shares of common stock, valued at
$240,000, along with 500,000 options, at an exercise price of $0.48 and a ninety
(90) day term.

F-18

---



Table of Contents

Through April 14, 2015, the
Company issued an aggregate of 150,000 shares of common stock for services
valued at $66,000

Notes Payable:

On January 29, 2015 the
Company entered into a 9-month convertible note with a principal balance of
$89,000 and bearing interest at 8.00% per annum.

On March 3, 2015 the
Company entered into a 9-month convertible note with a principal balance of
$54,000 and bearing interest at 8.00% per annum.

|ITEM 9.
       | CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|--------------- | ------------------------------------------------------------------------------------

None.

ITEM 9A.  CONTROLS AND
PROCEDURES.

(a) Disclosure Controls
and Procedures

The Company is required to
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in its reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to the Companys management, including its chief executive officer
(also its principal executive officer) and its chief financial officer (also its
principal financial and accounting officer) to allow for timely decisions
regarding required disclosure.

Pursuant to Rule 13a-15(b)
under the Securities Exchange Act of 1934 (Exchange Act), the Companys
management, including the Companys President (President), the Companys
principal executive officer (CEO) and Chief Financial Officer (CFO) (the
Companys principal financial and accounting officer), have evaluated the
effectiveness of the Companys disclosure controls and procedures (as defined
under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based upon that evaluation the Companys CEO, President and CFO
concluded that the Companys disclosure controls and procedures were effective
as of December 31, 2014 to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms, and that such information is accumulated
and communicated to the Companys management, including the Companys CEO and
CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Managements Report
on Internal Control over Financial Reporting

The Companys management is
responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
1934 as a process designed by, or under the supervision of, the companys
principal executive and principal financial officers and effected by the
companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

|● | Pertain to the maintenance of records that in
      reasonable detail accurately and fairly reflect the transactions and
      dispositions of the assets of the company;                                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Provide reasonable assurance that transactions
      are recorded as necessary to permit preparation of financial statements in
      accordance with accounting principles generally accepted in the United
      States of America and that receipts and expenditures of the company are
      being made only in accordance with authorizations of management and
      directors of the company; and
|● | Provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use or
      disposition of the companys assets that could have a material effect on
      the financial statements.                                                                                                                                                                          

19

---



Table of Contents

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.

As of December 31, 2014,
management assessed the effectiveness of the Companys internal control over
financial reporting based on the criteria for effective internal control over
financial reporting established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
and SEC guidance on conducting such assessments. Based on that evaluation, the
Company concluded that, during the period covered by this report, such internal
controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to
deficiencies that existed in the design or operation of its internal controls
over financial reporting that adversely affected its internal controls and that
may be considered to be material weaknesses.

The matters involving
internal controls and procedures that the Companys management considered to be
material weaknesses under the standards of the Public Company Accounting
Oversight Board was (a) the lack of a functioning audit committee, (b) there are
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements, (c) there is a lack of expertise with US generally
accepted accounting principles and SEC rules and regulations for review of
critical accounting areas and disclosures and material non-standard transactions
and (d) lack of effective oversight during the financial close process resulting
in ineffective oversight in the establishment and monitoring of required
internal controls and procedures. The aforementioned material weaknesses were
identified by the Companys management in connection with the review of its
financial statements for the year ended December 31, 2014.

Management believes that
the material weakness set forth above did not have an effect on its financial
results. However, management believes that the lack of a functioning audit
committee and the lack of a majority of outside directors, coupled with not
having individuals on staff or retainer with a thorough knowledge of US GAAP and
SEC rules and regulations and lack of effective oversight on the financial close
process results in ineffective oversight in the establishment and monitoring of
required internal controls and procedures, which could result in a material
misstatement in its financial statements in future periods.

This annual report does not
include an attestation report of the Companys registered public accounting firm
regarding internal control over financial reporting. Management's report was not
subject to attestation by its registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management's
report in this annual report.

Remediation
Plan

Management is sensitive to
the issues presented and intends to take appropriate action when the Companys
financial resources permit. In April 2014, the Company hired a Corporate
Controller and intends to hire additional support staff when its financial
resources permit. Management will continue to review and make necessary changes
to the overall design of its internal control environment.

(c) Reclassification of
prior Period Financial Statements

Certain items previously
reported have been reclassified to conform with the current years
presentation.

20

---



Table of Contents

(d) Changes in Internal
Control over Financial Reporting

There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period
to which this report relates that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.

ITEM 9B.  OTHER
INFORMATION

None

PART III

ITEM 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive
Officers and Significant Employees

The following table sets
forth information with respect to the Companys directors and executive
officers. Other than these persons, there are no significant employees.

|Name               |  |    | Age |                                                       | Position and Offices
|------------------ |  | -- | --- | ----------------------------------------------------- | --------------------
|Daniel de Liege    |  | 48 |     | Chief Executive Officer, President and
      Director
|Mark
      W. Koch |  | 55 |     | Director                                             

Daniel de
Liegebecame President, Secretary
and a director of the Company in April 2012 and became Chief Financial Officer
in April 2014. He was also Chief Executive Officer of the Company from April
2012 through February 2015. Prior to founding the Company, Mr. de Liege has been
the President and CEO of Prelude Pictures since 1997. Prior to that Mr. de Liege
was President of 24/7 Entertainment from 1994 until 1997. Mr. de Liege attended
Palm Beach State College and is on the Board of Directors of The Timothy
Initiative, a not for profit organization.

Mark W.
Kochbecame a director of the
Company in April, 2012. Prior to becoming a director of the Company, Mr. Koch is
the Founder and Chairman of Prelude Pictures since 1992. Prior to that Mr. Koch
was the President of Marbi Inc. from 1989 to 1999. Mr. Koch holds an AA degree
from Northwood University.

Audit Committee and
Audit Committee Financial Expert

The Company does not
currently have a functioning audit committee and the Companys entire board of
directors handles the functions that would otherwise be handled by an audit
committee. The company expects to designate an audit committee of its board of
directors in the near future.

Section 16(a)
Beneficial Ownership Reporting Compliance.

Section 16(a) of the
Securities Act of 1934 requires the Company's officers and directors, and
greater than 10% stockholders, to file reports of ownership and changes in
ownership of its securities with the Securities and Exchange Commission. Copies
of the reports are required by SEC regulation to be furnished to the Company.
Based on management's review of these reports during the fiscal year ended
December 31, 2014, the following reports were not filed on a timely
basis.:

| | 1. |  | Daniel de
      LiegeReport on Form 4 disclosing beneficial ownership of 6,021,420 shares
      held by AMG Energy Solutions, Inc.                                                                                                                                                                                                                  
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                                                                                                                                                                                                                      
| | 2. |  | Mark W.
      KochReport on Form 4 disclosing beneficial ownership of 500,000 Shares
      owned by Mark W. Koch, 20,000 shares owned by Marilyn Koch, 6,000 shares
      owned by Blake Koch, 3,500,000 shares owned by MWK Holdings, Inc.,
      6,021,420 shares owned by AMG Energy Solutions, Inc. and 678,580 shares
      owned by CTWC, LLC.
| |   
| | 3. |  | Johan
      SturmReport on Form 4 disclosing beneficial ownership of 6,021,420 shares
      held by AMG Energy Solutions, Inc. and 553,540 shares owned by Animated
      Family Film Investments.                                                                                                                                                  

21

---



Table of Contents

| | 4. |  | Ted
      ChasanoffReport on Form 3 disclosing beneficial ownership of 304,308
      shares of common stock held by Ted Chasanoff and Devin
  Chasanoff.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                          
| | 5. |  | Michael A.
      BilodeauReport on Form 4 disclosing beneficial ownership of 100,000
      shares of common stock held by Michael A.
Bilodeau.          

Code of
Ethics

The Companys board of
directors has adopted a code of ethics that its officers, directors and any
person who may perform similar functions is subject to. The Code of Ethics does
not indicate the consequences of a breach of the code. If there is a breach, the
board of directors would review the facts and circumstances surrounding the
breach and take action that it deems appropriate, which action may include
dismissal of the employee who breached the code.

ITEM 11.  EXECUTIVE
COMPENSATION.

The Companys compensation
philosophy is based on its belief that its compensation programs should be
aligned with stockholders interests and business objectives; reward
performance; and be externally competitive and internally equitable. The Company
seeks to achieve three objectives, which serve as guidelines in making
compensation decisions:

| | 1. |  | Providing a total
      compensation package which is competitive and therefore enables it to
      attract and retain, high-caliber executive personnel;                            
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                                                      
| | 2. |  | Integrating
      compensation programs with its short-term and long-term strategic plan and
      business objectives; and                                                          
| |    |  |                                                                                                                                                                                      
| | 3. |  | Encouraging
      achievement of business objectives and enhancement of stockholder value by
      providing executive management long-term incentive through equity
      ownership.

The Company may compensate
its officers with cash compensation, common stock and common stock options. The
Company has not established any quantifiable criteria with respect to the level
of compensation, stock grants or options. Rather, the Board of Directors will
evaluate cash, stock grants and stock options paid to similarly situated
companies. The Company does not currently have a functioning compensation
committee and the Companys entire board of directors handles the functions that
would otherwise be handled by a compensation committee.

With respect to stock
grants and options which may be issued to the Companys officers and directors,
the Board will consider an overall compensation package that includes both cash
and stock based compensation which would be in line with the Companys overall
operations and compensation levels paid to similarly situated companies. Under
the Companys 2012 Employee, Director Stock Plan, the administrator can provide
for the grant of non-qualified stock options (Non-Qualified Stock Options),
incentive stock options (ISOs, together with Non-Qualified Stock Options
referred to herein as Stock Options), stock appreciation rights (SARs),
restricted stock (Restricted Stock) and registered stock (Registered Stock),
(collectively, the Awards) to eligible Participants.

The following table sets
forth the compensation paid by the Company to its officers and directors for the
fiscal years ended December 31, 2014, 2013 and 2012. This information includes
the dollar value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any. The compensation discussed
addresses all compensation awarded to, earned by, or paid to its named executive
officers and directors.

22

---



Table of Contents

|PrincipalPosition |  | Year |  | Salary  |  | Bonus |  | StockAwards |     | OptionAwards |   | Non-EquityIncentivePlans |   | Non-QualifiedDeferredComp onEarnings |   | Other |        | Total
|----------------- |  | ---- |  | ------- |  | ----- |  | ----------- | --- | ------------ | - | ------------------------ | - | ------------------------------------ | - | ----- | ------ | -----
|Daniel de Liege   |  | 2014 |  | 200,000 |  | -     |  | -           |     |              | - |                          | - |                                      | - |       | -      |      
|(President / CEO) |  | 2013 |  | -       |  | -     |  | -           |     |              | - |                          | - |                                      | - |       | 25,000 |      
|                  |  | 2012 |  | -       |  | -     |  | -           |     |              | - |                          | - |                                      | - |       | 12,950 |      
|                 
|Mark
      Koch   |  | 2014 |  | 200,000 |  | -     |  | -           |     |              | - |                          | - |                                      | - |       | -      |      
|(Director)        |  |      |  |         |  |       |  |             |     |              |   |                          |   |                                      |   |       |        |      
|                 
|Joseph McNaney    |  | 2014 |  | 180,000 |  | -     |  | 4,200,000   | (1) |              | - |                          | - |                                      | - |       | -      |      
|(Former Director) |  |      |  |         |  |       |  |             |     |              |   |                          |   |                                      |   |       |        |      

|(1) |  | The stock
      award was rescinded in February 2015
|--- |  | ----------------------------------------------------

Outstanding Equity
Awards at Fiscal Year End

None of the Companys
executive officers received any equity awards, including, options, restricted
stock or other equity incentives, during the fiscal year ended December 31,
2014. A director of the Company was granted 4,000,000 shares of common stock for
consulting services valued at $4,200,000 during the fiscal year ended December
31, 2014, however this award was rescinded in February 2015.

Additional Narrative
Disclosures

A majority of the Companys
employees, including its executive officers, are employed at will, while certain
key employees have entered into employment contracts with the company. The
company does not offer any benefits package, deferred compensation or retirement
plan.

Director
Compensation

In March 2015, the Board of
Directors approved resolution to award compensation packages to the Companys
independent directors for their service as directors or as members of any
committee of directors. Each independent member of the board is to receive
$10,000 in value of common stock, cash or three-year options per quarter. In
addition, the Chairman of the Board is to receive a $3,000 monthly payment. The
Company may compensate its directors with common stock, common stock options,
cash or a combination of these instruments. The Company has not established any
quantifiable criteria with respect to the level of stock grants or options.
Rather, the Board of Directors will evaluate stock grants and stock options paid
to similarly situated companies.

|ITEM 12.
       | SECURITY OWNERSHIP
      OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
|---------------- | ----------------------------------------------------------------------------------------------------------

The following table sets
forth certain information regarding beneficial ownership of the Company's Common
Stock as of April 14, 2015, by: (I) each current director; each nominee for
director, and executive officer of the Company; (ii) all directors and executive
officers as a group; and (iii) each shareholder who owns more than five percent
of the outstanding shares of the Company's Common Stock. Except as otherwise
indicated, the Company believes each of the persons listed below possesses sole
voting and investment power with respect to the shares indicated.

|Name and Address                                          |  | No of Shares (2) |  | % Owned (1) |  | Capacity                
|--------------------------------------------------------- |  | ---------------- |  | ----------- |  | ------------------------
|Daniel de Liege (3)                                       |  | 10,526,420       |  | 27.908%     |  | Chief Executive Officer,
|400
      N. Congress Ave., Suite 130                     |  |                  |  |             |  | President and Director  
|West
      Palm Beach , FL 33401                          |  |                  |  |             |  |                         
|                                                         
|Mark
      W. Koch (4)                                    |  | 10,726,000       |  | 28.437%     |  | Director                
|400
      N. Congress Ave., Suite 130                     |  |                  |  |             |  |                         
|West
      Palm Beach , FL 33401                          |  |                  |  |             |  |                         
|                                                         
|All
      officers and directors as a group (six persons) |  | 15,231,000       |  | 40.381%     |  |                         
|                                                         
|AMG
      Energy Solutions, Inc. (6)                      |  | 6,021,420        |  | 15.964%     |  | 5%
      Holder         
|400
      N. Congress Ave., Suite 130                     |  |                  |  |             |  |                         
|West
      Palm Beach , FL 33401                          |  |                  |  |             |  |                         

23

---



Table of Contents

|Johan Sturm (5)                       |  | 9,951,276 |  | 26.383% |  | 5%
      Holder
|------------------------------------- |  | --------- |  | ------- |  | ---------------
|400
      N. Congress Ave., Suite 130 |  |           |  |         |  |                
|West
      Palm Beach , FL 33401      |  |           |  |         |  |                
|                                     
|USREDA, LLC                           |  | 2,921,036 |  | 7.744%  |  | 5%
      Holder
|197
      S. Federal Highway          |  |           |  |         |  |                
|Boca
      Raton, FL 33432            |  |           |  |         |  |                
|                                     
|Steven Dunkle (7)                     |  | 2,484,580 |  | 6.587%  |  | 5%
      Holder
|400
      N. Congress Ave., Suite 130 |  |           |  |         |  |                
|West
      Palm Beach , FL 33401      |  |           |  |         |  |                

|● | less than one
  percent
|- | -----------------------

| | (1) |  | This table is based
      upon 37,718,225 shares issued and outstanding as April 14,
  2015.                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) |  | Beneficial ownership
      is determined in accordance with the rules of the Securities and Exchange
      Commission and includes voting and investment power with respect to the
      shares. Shares of Common Stock subject to options or warrants currently
      exercisable or exercisable within 60 days are deemed outstanding for
      computing the percentage of the person holding such options or warrants,
      but are not deemed outstanding for computing the percentage of any other
      person.
| |    
| | (3) |  | Includes 4,505,000
      shares owned by Daniel de Liege and 6,021,420 shares owned by AMG Energy
      Solutions, Inc., the beneficial owner of which is Daniel de
    Liege.                                                                                                                                                                                                                                                                                                                                         
| |    
| | (4) |  | Includes 500,000
      Shares owned by Mark W. Koch, 20,000 shares owned by Marilyn Koch, 6,000
      shares owned by Blake Koch and 3,500,000 shares owned by MWK Holdings,
      Inc., 6,021,420 shares owned by AMG Energy Solutions, Inc. and 678,580
      shares owned by CTWC, LLC., the beneficial owner of which is Mark
      Koch.                                                                                                                                                                          
| |    
| | (5) |  | Includes 3,151,316
      shares owned by Willem Johan Sturm and Marie M Veronique Sturm JT, 112,500
      shares owned by Angelique Sturm, 112,500 shares owned by Jayson Sturm and
      553,540 shares owned by Animated Family Film Investments and 6,021,420
      shares owned by AMG Energy Solutions, Inc., the beneficial owner of which
      is Johan Sturm. Johan Sturm resigned as a director of the Company on
      November 10, 2014.                                                                   
| |    
| | (6) |  | The beneficial owners
      of AMG Energy Solutions, Inc. are Daniel de Liege, Mark W. Koch and Johan
      Sturm.                                                                                                                                                                                                                                                                                                                                                                                                     
| |    
| | (7) |  | Includes 40,000
      shares owned by Ralph Arthur Dunkle, 1,766,000 shares owned by Wellington
      Asset Holdings, Inc and 678,580 shares owned by CTWC, LLC., both of which
      the beneficial owner is Steven Dunkle.                                                                                                                                                                                                                                                                                           

The Company is not aware of
any person who owns of record, or is known to own beneficially, five percent
(5%) or more of the outstanding securities of any class of the issuer, other
than as set forth above.

Changes in
Control

The Company does not
currently have any arrangements which if consummated may result in a change of
control of the Company.

ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related
Transactions

1.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 would 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 would stay in place so long as the Company
requires the Consultants services. All three agreements were terminated during
the year ended December 31, 2104.

24

---



Table of Contents

2.Throughout 2013, the Company issued five unsecured short-term notes
payable to various related parties, including officers and directors of the
Company, with a term of one year. During the fiscal year ended December 31,
2014, three of these notes were repaid and two notes were extended and remain
outstanding to Palm Beach Energy Solutions, LLC. The outstanding notes have a
combined principal balance of $71,000 and bear interest at a rate of five
percent (5%) per annum.

3.Mark
W. Koch and Daniel de Liege are principals of AMG Energy Solutions, Inc, which
owns 43% of AMG Energy Group, LLC. The company owns 51% of AMG Energy Group,
LLC.

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.

4.In
December 2014, Central Florida Institute of Science and Technology, Inc.
(CFIST), a Florida corporation, was created as a wholly owned subsidiary of
AMG Energy Group, LLC. CFIST was created to operate as a research facility to
further develop the CTS technology and develop new emerging technologies. AMG
Energy Group, LLC is owned 51% by the Company and 43% is owned by AMG Energy
Solutions, Inc, of which Daniel de Liege and Mark W. Koch are
principals.

Director
Independence

The Company does not
currently have any independent directors within the meaning of Nasdaq
Marketplace Rule 4200. Although there are no independent directors, due to the
business and financial expertise of the CEO, the company feels that the CEO and
director consultant can competently perform the functions that an independent
Board of Directors would provide.

ITEM 14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed
by the Companys auditors, Paritz & Co. P.A. for professional services
rendered for the audit of its annual financial statements for fiscal year ended
December 31, 2014 and review its interim financial statements for the first,
second and third quarters of 2015 will be approximately $40,000 The aggregate
fees billed by the Companys auditors, Paritz & Co P.A., for professional
services rendered for the audit of its annual financial statements for fiscal
year ended December 31, 2013 and review its interim financial statements for the
first, second and third quarters of 2014 were approximately $40,000.

Audit Related fees

During the past fiscal
year, no fees were billed or incurred for assurance or related services by the
Companys auditors that were reasonably related to the audit or review of
financial statements reported above.

Tax Fees

There were no tax
preparation fees billed for the fiscal year ended December 31, 2014.

25

---



Table of
Contents

All Other
Fees

During the past fiscal
year, no other fees were billed or incurred for services by the Companys
auditors other than the fees noted above. The Companys board, acting as an
audit committee, deemed the fees charged to be compatible with maintenance of
the independence of its auditors.

The Board of
Directors Preapproval Policies

The Company does not
currently have a functioning audit committee and the Companys entire board of
directors handles the functions that would otherwise be handled by an audit
committee. The company expects to designate an audit committee of its board of
directors in the near future. Before an independent auditor is engaged by the
Company to render audit or non-audit services, the Companys board of directors
pre-approves the engagement. Board of directors pre-approval of audit and
non-audit services will not be required if the engagement for the services is
entered into pursuant to pre-approval policies and procedures established by the
Companys board of directors regarding its engagement of the independent
auditor, provided the policies and procedures are detailed as to the particular
service, its board of directors is informed of each service provided, and such
policies and procedures do not include delegation of its board of directors'
responsibilities under the Exchange Act to its management. The Companys board
of directors may delegate to one or more designated members of its board of
directors the authority to grant pre-approvals, provided such approvals are
presented to the board of directors at a subsequent meeting. If the board of
directors elects to establish pre-approval policies and procedures regarding
non-audit services, the board of directors must be informed of each non-audit
service provided by the independent auditor. Board of directors pre-approval of
non-audit services, other than review and attest services, also will not be
required if such services fall within available exceptions established by the
SEC. For the fiscal year ended December 31, 2014, 100% of audit-related
services, tax services and other services performed by the Companys independent
auditors were pre-approved by its board of directors.

The Companys board has
considered whether the services described above under the caption "All Other
Fees", which are currently none, is compatible with maintaining the auditor's
independence.

The board approved all fees
described above.

PART IV

ITEM 15.  EXHIBITS,
FINANCIAL STATEMENT SCHEDULES

The following documents are
filed as part of this 10-K:

1. FINANCIAL STATEMENTS

The following documents are
filed in Part II, Item 8 of this annual report on Form 10-K:

|Report of Paritz & Co. P. A., Independent Registered
      Public Accounting Firm                                           
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|Consolidated Balance Sheets as of December 31, 2014 and
      2013                                                          
|                                                                                                                            
|Consolidated Statements of Operations for the years ended
      December 31, 2014 and December 31, 2013                     
|                                                                                                                            
|Consolidated Statements of Changes in Stockholders Equity
      for the years ended December 31, 2014 and December 31, 2013
|                                                                                                                            
|Consolidated Statements of Cash Flows for the years ended
      December 31, 2014 and December 31, 2013                     
|                                                                                                                            
|Notes to the Consolidated Financial
  Statements                                                                            

2. FINANCIAL STATEMENT
SCHEDULES

All financial statement
schedules have been omitted as they are not required, not applicable, or the
required information is otherwise included.

26

---



Table of
Contents

3. EXHIBITS

The exhibits listed below are filed as part of or incorporated
by reference in this report.

Exhibit No.       Identification of Exhibit

|31.1. |  | Certification of the
      Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002                                               
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                  
|31.2. |  | Certification of the
      Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002                                               
|      |  |                                                                                                                                                                  
|32.1  |  | Certification of the
      Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|      |  |                                                                                                                                                                  
|32.2  |  | Certification of the
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

27

---



Table of
Contents

SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Alliance
      BioEnergy Plus, Inc.(Registrant)By
    /s/ Daniel de LiegeDaniel de LiegeChief Executive Officer, President
      andSecretary (Principal Executive
      Officer)Date
    April 14, 2015By
    /s/ Daniel de LiegeDaniel de LiegeChief Financial Officer (Principal
      Financial andAccounting Officer)Date
    April 14,
2015


Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following person on behalf of the registrant and in the capacity
and on the date indicated.

By
    /s/ Daniel de LiegeDaniel de LiegeChief Executive Officer, Chief
      FinancialOfficer, President, Secretary and
      DirectorDate
    April 14, 2015By
    /s/ Mark W. KochMark W. KochDirectorDate
    April 14,
2015


28

---