UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-K

First
Amendment



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



for
the fiscal year ended December 31, 2015



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          |  | (IRS
    Employer      
|incorporation
    or organization)           |  | Identification
    No.)
|                                             |  |                        
|400
    N. Congress Avenue, Suite 130        |  |                        
|West
    Palm Beach, FL                      |  | 33401                  
|(Address
    of principal executive offices) |  | (Zip
    Code)         



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



n/a

Former
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]



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 [X]
|-------------------------------- | -------------------------- | ---------------------------------------------------------------------------- | ---------------------------------



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, 2015): $23,025,075



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 13, 2016): 51,708,310



Documents
incorporated by reference: None.

















Explanatory
Note



The
purpose of this Amendment No. 1 to Alliance BioEnergy Plus, Inc.’s Annual Report on Form 10-K for the year ended December
31, 2015 (the “Form 10-K”), as filed with the Securities and Exchange Commission on November 8, 2016, is to revise
our disclosures in Item 9A with respect to disclosure controls and procedures and internal control over financial reporting.



No
other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing
date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify
or update in any way the disclosures made in the original Form 10-K.





1








TABLE
OF CONTENTS



|             | PART
    I                                                                                                      |   
|------------ | --------------------------------------------------------------------------------------------------------------- | --
|             |                                                                                                                 |   
|ITEM
    1.  | Business                                                                                                        | 3 
|             |                                                                                                                 |   
|ITEM
    1A. | Risk
    Factors                                                                                                | 5 
|             |                                                                                                                 |   
|ITEM
    1B. | Unresolved
    Staff Comments                                                                                   | 5 
|             |                                                                                                                 |   
|ITEM
    2.  | Properties                                                                                                      | 5 
|             |                                                                                                                 |   
|ITEM
    3.  | Legal
    Proceedings                                                                                           | 6 
|             |                                                                                                                 |   
|ITEM
    4.  | Mine
    Safety Disclosures                                                                                     | 6 
|             |                                                                                                                 |   
|             | PART
    II                                                                                                     |   
|             |                                                                                                                 |   
|ITEM
    5.  | Market
    For Registrants Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities | 7 
|             |                                                                                                                 |   
|ITEM
    6.  | Selected
    Financial Data                                                                                     | 14
|             |                                                                                                                 |   
|ITEM
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operation                        | 14
|             |                                                                                                                 |   
|ITEM
    7A. | Quantitative
    and Qualitative Disclosure About Market Risk                                                   | 21
|             |                                                                                                                 |   
|ITEM
    8.  | Financial
    Statements and Supplementary Data                                                                 | 21
|             |                                                                                                                 |   
|ITEM
    9.  | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure                        | 23
|             |                                                                                                                 |   
|ITEM
    9A. | Controls
    and Procedures                                                                                     | 23
|             |                                                                                                                 |   
|ITEM
    9B. | Other
    Information                                                                                           |   
|             |                                                                                                                 |   
|             | PART
    III                                                                                                    |   
|             |                                                                                                                 |   
|ITEM
    10  | Directors,
    Executive Officers and Corporate Governance                                                      | 25
|             |                                                                                                                 |   
|ITEM
    11. | Executive
    Compensation                                                                                      | 26
|             |                                                                                                                 |   
|ITEM
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters             | 28
|             |                                                                                                                 |   
|ITEM
    13. | Certain
    Relationships and Related Transactions and Director Independence                                    | 29
|             |                                                                                                                 |   
|ITEM
    14. | Principal
    Accountant Fees and Services                                                                      | 30
|             |                                                                                                                 |   
|             | PART
    IV                                                                                                     |   
|             |                                                                                                                 |   
|ITEM
    15. | Exhibits,
    Financial Statement Schedules                                                                     | 31
|             |                                                                                                                 |   
|SIGNATURES   |                                                                                                                 | 32



2






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 “CTSTM”. 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 Ek Laboratories, 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.



3






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
Ek Laboratories, Inc, a Florida corporation (“EK”) formerly known as Central Florida Institute of Science and Technology,
Inc.



| | ● | 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 and 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, 2015, the Company has paid $168,742 of the $2,200,000 cash payable on account of this
    transaction, and as of such date, the Company has not paid 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 “CTSTM”. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   | On
    May 13, 2015, AMG Energy entered into a series of agreements with various unrelated third parties, wherein AMG Energy sublicensed
    the CTS technology to Naldogen (Pty) Ltd., an existing South African company, which will be renamed Carbolosic Energy SA PTY
    LTD (“Carbolosic SA”). Carbolosic SA shall be solely devoted to exploitation of the CTS technology in South Africa,
    Lesotho, Swaziland and Botswana and the term of the sublicense is coterminous with the master license (i.e. through July 1,
    2032). The consideration for the grant of the sublicense is $25,000,000 (“License Fee”), which must be paid or
    guaranteed by March 1, 2016. In addition to the license fee, the sublicense holder will pay AMG Energy a royalty of 3.5% of
    the revenues on the first CTS plant developed and a 5.0% royalty on the revenues of additional plants developed. Until the
    $25,000,000 payment has been received, the Company does not consider all of the events required under the agreement to have
    been completed. Therefore the Company has not recorded any of the license fee in the accompanying financial statements.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   | Contemporaneously,
    Carbolosic SA’s shareholders entered into an agreement whereby, among other matters, it was agreed that ownership of
    Carbolosic SA shall be 43.5% for Tes Projects (Pty) Ltd, a South African company (“Tes”), 24.5 % for Spearhead
    Capital Ltd, a Seychelles company (“Spearhead”), 7.5% for Jupiter Trust, a South African Trust (“Jupiter”)
    and 24.5% for Alliance BioEnergy Plus, Inc. TES, Spearhead and Jupiter are all unrelated to the Company. The interests of
    Tes and Jupiter are delivered in consideration of the funding or guarantee of funding of the License Fee; Spearhead’s
    interest is in consideration of facilitating the Sublicense transaction; and the Company’s interest is in exchange for
    the delivery to Carbolosic SA of a 24.5% interest in one of the Company’s CTS sugar extracting plants to be developed
    in the United States.                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   | In
    February 2016, due to economic and political turmoil in South Africa, members of Tes Projects (Pty) Ltd and Jupiter Trust
    resigned from management and from the Board of Carbolosic SA and returned all ownership interest in Carbolosic SA to the Carbolosic
    SA treasury. Spearhead Capital intends to continue operations of Carbolosic SA but at this time there is no guarantee that
    they will be successful in securing the needed funds or contracts to do so. The Company will evaluate its position in Africa
    in the coming months and decide on a path forward.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | 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. In March
    2016, Carbolosic Plant 1 was sold to Carbolosic Energy 1, LLLP, a non-related third party, in exchange for satisfaction of
    the outstanding $1,250,000 loan. In addition, Company subsidiary AMG Energy Group issued a Sub-License to Carbolosic Plant
    1 for the use of the patented CTS technology in one (1) plant to be located in the U.S., under the terms and conditions of
    the master license agreement between Company affiliate Carbolosic, LLC and the University of Central Florida. The sub-license
    has a royalty payment of three percent (3%) of gross sales and twenty percent (20%) of the net profits of Carbolosic Plant
    1 payable to AMG Energy Group and is awaiting final approval from the University of Central Florida as is required under the
    master license agreement.                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | EK,
    was created in December 2014 under the name Central Florida Institute of Science and Technology, Inc. and changed its name
    to Ek Laboratories, Inc. on June 05, 2015. EK was formed 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



4






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 six full-time employees and two consultants.



ITEM
1A. 	RISK FACTORS



Not
required as the Company is a “smaller reporting company.”



ITEM
1B.	UNRESOLVED STAFF COMMENTS



None.



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. In August 2015, the Company renewed its lease for a period of thirty-six (36) months from August
5, 2015 through July 31, 2018. Annual rent commenced at approximately $48,925 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
connection with the renewed lease agreement for the corporate office location, the Company agreed to cancel its lease for additional
office space at the same location. This lease period was for fifty-four (54) months from May 1, 2014 through October 31, 2018.
The rent commencement date was November 1, 2014 and annual rent commenced at approximately $51,338 per annum and increased on
a year-to-year basis by three percent (3%) over the Base Year.



EK
Laboratories leases office and warehouse space in Longwood, FL, which serves as the Company’s 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.



5






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 the date
of filing, 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 has recovered a net of 497,555 shares issued in connection with the Creative Licensing transaction.
In the aggregate, the Company has now recovered 614,424 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.



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.



6






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 |      |  | Low |  
|----------------------------------- |  | ---- | ---- |  | --- | -
|February 5, 2014 – March 31, 2014   |  | $    | 2.75 |  |     | $
|April 1, 2014 – June 30, 2014       |  | $    | 2.00 |  |     | $
|July 1, 2014 – September 30, 3014   |  | $    | 1.67 |  |     | $
|October 1, 2014 – December 31, 2014 |  | $    | 1.09 |  |     | $
|January 1, 2015 – March 31, 2015    |  | $    | 0.65 |  |     | $
|April 1, 2015 – June 30, 2015       |  | $    | 1.39 |  |     | $
|July 1, 2015 – September 30, 2015   |  | $    | 0.68 |  |     | $
|October 1, 2015 – December 31, 2015 |  | $    | 0.55 |  |     | $
|January 1, 2016 – March 31, 2016    |  | $    | 0.42 |  |     | $



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. In August 2015, the Company notified
Constellation Asset Advisors that it had violated the consulting agreement and had therefore canceled this warrant 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 August 2015, the Company notified EraStar, Inc. that it had
violated the consulting agreement and had therefore canceled this warrant 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. Through this
offering the Company had sold 2,460,202 units.



In
March 2015, the Company’s Board of Directors approved a resolution to compensate the board’s independent directors
with cash or equity per quarter under the Company’s 2012 Employee, Director Stock Plan. Through the date of filing, the
company has issued to its independent directors, eight (8) options to purchase an aggregate of 425,690 shares of common stock
for a period of three (3) years at an average exercise price of $0.45. In addition, the Company has approved six (7) employee
stock option awards to purchase an aggregate of 2,125,000 shares of common stock at an average exercise price of $0.46 and terms
ranging from three (3) to ten (10) years.



7






In
November 2015, the Company began a third round of financing wherein each unit sold consists of one (1) share of common stock,
one (1) series C Warrant for a period of three (3) years convertible to .5 common share at an exercise price of $0.45 and one
(1) series D Warrant for a period of three (3) years convertible to .5 common share at an exercise price of $0.65. Through this
offering the Company has sold 1,460,898 units.



In
January 2016, the Company began a fourth round of financing wherein each unit consist of one (1) share of common stock and one
(1) series E warrant for a period of five (5) years convertible into one (1) share of common stock at an exercise price of $0.45
per share. Through this offering the Company has sold 1,225,001 units.



In
March 2015, the Company began a fifth round of financing wherein each unit consist of three million five hundred thousand (3,717,785)
shares of common stock and four million five hundred thousand (4,500,000) series F warrants for a period of five (5) years at
an exercise price of $0.25 per share. Each warrant is convertible into one (1) share of common stock. Through this offering the
Company has sold 2 units.



Through
the date of filing, the Company has issued thirty (30) warrant agreements to purchase an aggregate of 4,550,000 shares of common
stock. The exercise prices associated with these agreements range from $0.40 to $2.00 and terms range from three (3) to five (5)
years.



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



As
of the date of filing, the Company has a short-term note payable to a related party of $71,000 and accrued interest of $9,036.
The note bears interest at a rate of five percent (5%) per annum and is coming due within the next 12 months.



In
November 2015, the Company issued a short-term, unsecured note payable to a shareholder of the company. The principal amount of
the note was $10,290, accrued interest at 5% per annum and had a term of one-year. On December 8, 2015, the note was paid in full
along with $32 in interest.



Short
Term Notes Payable – Other



On
July 7, 2015, the Company entered into a six month (6) promissory note with St. George Investments, LLC with a face amount of
$265,000 less an original issue discount of $65,000. This note does not accrue interest, however if the note is paid back within
the first ninety (90) days, then $235,000 is due; if the note is paid back between day ninety-one (91) and one hundred thirty-five
(135) then $250,000 is due; between day one hundred thirty-six (136) and one hundred eighty (180) the full balance of $265,000
is due. In the event of default, the note shall bear interest at the lesser of the rate of eighteen percent (18%) per annum or
the maximum rate permitted by law compounding daily. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, the company repaid this note in full.
The total amount paid was $306,890, which represented a $265,000 principal balance and $41,890 in default interest and penalties.



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 are to 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.
The Company received two (2) long term notes payable, with a combined principal balance of $1,250,000 in the year ended December
31, 2014 and has not received any additional notes as of the date of this filing. 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. As of December 31, 2015 and December 31, 2014, the remaining prepaid interest relating to this advance
was $73,189 and $92,189 respectively. In January 2015, the Company made a $4,162 interest payment towards the second note. In
March 2016, Carbolosic Plant 1 was sold to Carbolosic Energy 1, LLLP, a non-related third party, in exchange for satisfaction
of the outstanding $1,250,000 loan between Carbolosic Plant 1 and the Company.



8






Convertible
Debt



On
January 23, 2015, the Company entered into a convertible debenture with KBM Worldwide, Inc. with a principal balance of $89,000
due and payable on or before October 29, 2015. Thereafter, On February 26, 2015, the Company entered into a second convertible
debenture with Vis Vires Group, Inc. with a principal balance of $54,000 due and payable on or before December 3, 2015 and again
on May 6, 2015 the company entered into another convertible debenture with Vis Vires Group, Inc. with a principal balance of $64,000
due and payable on or before February 8, 2016. Each of the notes accrue interest at a rate of eight percent (8.0%) per annum and
are convertible into the Company’s common stock, after 180 days, in whole or in part at the option of the holder at a conversion
rate equal to the average of the three (3) lowest trading day prices during the ten (10) trading days preceding the conversion
date, less a thirty-nine percent (39%) discount. Each of the notes also carries a prepayment penalty, increasing every 30 days
from one hundred ten percent (110%) to one hundred thirty-five percent (135%) of the then outstanding principal and interest balance
due, if the notes are paid back within the first one hundred eighty (180) days. After the first 180 days, the then outstanding
principal and interest balance shall bear interest at a rate of twenty-two percent (22.0%) per annum and cannot be paid until
maturity. On July 27, 2015, the Company repaid its January 23, 2015 convertible debenture held by KBM Worldwide, Inc. The total
amount paid was $123,642, which represented an $89,000 principal balance and $34,642 in interest and penalties. On August 7, 2015
the Company repaid its February 26, 2015 convertible debenture held by Vires Group, Inc. The total amount paid was $74,723, which
represented a $54,000 principal balance and $20,723 in interest and penalties. On November 2, 2015 the Company repaid its May
6, 2015 convertible debenture held by Vis Vires Group, Inc. The total amount paid was $88,757, which represented a $64,000 principal
balance and $24,757 in interest and penalties.



On
June 30, 2015, the Company entered into a convertible debenture with Iconic Holdings, LLC with a principal balance of $165,000
due on or before June 30, 2016. This note provides for “guaranteed” interest of ten percent (10.0%) of the principal
balance outstanding. In addition to the “guaranteed” interest, in the event of default additional interest will accrue
at the rate equal to the lower of eighteen percent (18.0%) per annum or the highest rate permitted by law. This note can only
be prepaid within the first 180 days along with a prepayment penalty of one hundred ten percent (110%) and increasing ten percent
(10%) every sixty (60) days to a maximum of one hundred thirty percent (130%). After 180 days, the note can be converted into
the Company’s common stock at a conversion rate equal to sixty percent (60%) of the lowest trading price during the preceding
15 consecutive trading days prior to date of conversion. In addition, in order to obtain this note, the Company issued Iconic
Holdings, LLC a five (5) year common stock purchase warrant agreement for up to 50,000 shares with an exercise price of $0.75
per share. These warrants are fully granted and vested at time of issuance and are being amortized over the life of the agreement.
In January 2016, Iconic Holdings, LLC converted $95,000 of the principal balance into 891,042 shares of unrestricted common stock
and the remaining balance of the note was repaid in full. The total amount paid was $140,950, which represented a $70,000 principal
payment and $70,950 in interest and penalties.



On
July 10, 2015, the Company entered into a convertible debenture with JSJ Investments, Inc with a principal balance of $150,000
due on or before January 10, 2016. The note accrues interest at a rate of twelve percent (12%) per annum and is convertible into
the Company’s common stock one hundred eighty (180) days after the maturity date, in whole or in part at the option of the
holder at a conversion price equal to the lower of $0.24 or the lowest trading day price during the twenty (20) trading days preceding
the conversion date, less a forty-five percent (45%) discount. The note also carries a payment premium, wherein if the note is
paid before the ninetieth (90) day, then a premium of one hundred thirty percent (130%) in addition to outstanding interest is
due. If paid between day ninety-one (91) and one hundred twenty (120) the premium increases to one hundred forty percent (140%)
and if paid between day one hundred twenty-one and the maturity date, then the premium increases to one hundred forty-five percent
(145%). After the maturity date, the note cannot be repaid without the holder’s consent and the payment premium increases
to one hundred fifty percent (150%). Upon and event of default or after the maturity date, the interest rate shall adjust to eighteen
percent (18%) per annum and compound quarterly. In addition, a ten percent (10%) broker commission was paid to Wellington Shields
& Co. LLC, which is being amortized over the life of the note. In January 2016, JSJ Investments attempted to convert a portion
of the debt in violation of a mutually agreed upon amendment to the note and mutually agreed upon standstill agreement between
the Company and JSJ Investments. The shares in question were returned and cancelled after being notified by the Company’s
attorney. In March 2016, JSJ Investments made a second attempt to convert a portion of its debt in violation of the mutually agreed
upon amendment to the note. Shares were not converted this time. A third attempt, made in late March 2016, converted $25,000 for
195,924 shares of unrestricted common stock. The conversion violated the terms of the debt agreement and the Company and its counsel
have notified JSJ of the violation of the agreement and fully intend to recoup all of the issued shares. The note is currently
in default and cannot be converted into the Company’s common stock until 180 days from the Maturity Date of January 10,
2016. The Company intends to pay this note in full prior to July 2016.



9






On
July 10, 2015 the Company entered into a secured convertible debenture with Group 10 Holdings, LLC with a principal balance of
$275,000, less a ten percent (10%) original issue discount and is due on or before July 10, 2016. Group10 Holdings, LLC was granted
a security interest in the South African agreement sub-licensed by AMG Energy Group. This note accrues interest at a rate of twelve
percent (12%) per annum and is convertible into the Company common stock one hundred eighty (180) days after the issuance date
in whole or in part at the option of the holder at a conversion price equal to forty-two cents ($0.42); provided, however, that
if the closing price is less than forty cents ($0.40) for any three (3) consecutive trading days, then the conversion price shall
adjust to the lowest trading day price during the thirty-five (35) trading days prior, less a forty-five percent (45%) discount.
Repayment of the note includes a prepayment penalty if the note is paid back within the first one hundred eighty (180) days and
cannot be repaid after day one hundred eighty (180) without the holders consent. The prepayment penalty if paid back within the
first ninety (90) days is equal to one hundred five percent (105%) of the principal balance; paid between day ninety-one (91)
and day one hundred twenty (120) the prepayment penalty is equal to one hundred fifteen percent (115%) of the principal balance;
paid between day one hundred twenty-one (121) and day one hundred seventy-nine (179) the prepayment penalty increases to one hundred
twenty-five percent (125%) of the principal balance. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, Group 10 Holdings, LLC converted $20,000
of its principal balance into 157,418 shares of unrestricted common stock and the Company paid the remaining debenture in full
with a payment of $340,468, which represented a $255,000 principal payments and $85,068 in interest and penalties.



On
July 27, 2015, the Company entered into a convertible debenture with Adar Bays, LLC with a principal balance of $100,000 due on
or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the Company’s
common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder at a conversion
price equal to sixty percent (60%) of the lowest trading day price during the twenty (20) trading days preceding the conversion
date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then a premium of one
hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one (91) and one hundred
fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred fifty-two (152)
and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity date, the note
cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent (150%). Upon
and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%) and the interest
rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, the Company paid the debenture in
full with a payment of $149,022, which represented a $100,000 principal payment and $49,022 in interest and penalties.



On
July 27, 2015, the Company entered into a convertible debenture with Union Capital, LLC with a principal balance of $100,000 due
on or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the Company’s
common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder at a conversion
price equal to sixty percent (60%) of the lowest trading day price during the twenty (20) trading days preceding the conversion
date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then a premium of one
hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one (91) and one hundred
fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred fifty-two (152)
and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity date, the note
cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent (150%). Upon
and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%) and the interest
rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, the Company paid the debenture in
full with a payment of $148,748, which represented a $100,000 principal payment and $48,748 in interest and penalties.



10






On
July 27, 2015, the Company entered into a convertible debenture with LG Capital Funding, LLC with a principal balance of $105,000
due on or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the
Company’s common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder
at a conversion price equal to sixty percent (60%) of the lowest trading day price during the fifteen (15) trading days preceding
the conversion date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then
a premium of one hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one
(91) and one hundred fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred
fifty-two (152) and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity
date, the note cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent
(150%). Upon and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%)
and the interest rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission
was paid to Wellington Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, the Company
paid the debenture in full with a payment of $156,462, which represented a $105,000 principal payment and $51,462 in interest
and penalties.



On
August 10, 2015, the Company entered into a convertible debenture with Vis Vires Group, Inc. with a principal balance of $104,000
due and payable on or before May 4, 2016. The note accrues interest at a rate of eight percent (8.0%) per annum and is convertible
into the Company’s common stock, after 180 days, in whole or in part at the option of the holder at a conversion rate equal
to the average of the three (3) lowest trading day prices during the ten (10) trading days preceding the conversion date, less
a thirty-nine percent (39%) discount. The note also carries a prepayment penalty of one hundred thirty percent (130%) of the then
outstanding principal and interest balance due, if the notes are paid back within the first one hundred eighty (180) days. After
the first 180 days, the then outstanding principal and interest balance shall bear interest at a rate of twenty-two percent (22.0%)
per annum and cannot be paid until maturity. In January 2016, the Company paid the note in full with a payment of $139,303, which
represented a $104,000 principal payment and $35,303 in interest and penalties.



On
October 29, 2015, the Company entered into a thirty (30) day convertible debenture with a shareholder of the Company with a $90,000
principal balance. The note does not accrue interest and is convertible into 250,000 shares of the Company’s common stock
if it is not repaid at maturity. On December 8, 2015 the principal balance of $90,000 was converted into 250,000 shares of the
Company’s common stock.



Holders



As
of the date of filing, there were 51,708,310 shares of common stock outstanding and approximately 197 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.



11






Securities
Authorized for Issuance Under Equity Compensation Plans



There
are currently fifteen (15) outstanding options to purchase an aggregate of 2,550,690 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.



|Plan Category                                              |  | Number of Securities to be issued upon exercise
    of outstanding options, warrants and rights |           |  | Weighted-average exercise price of outstanding
    options, warrants and rights |   |      | Number of securities remaining available for
    future issuance under equity compensation plans (excluding securities reflected in column (a)) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           |  | (a)                                                                                             |           |  | (b)                                                                             |   |      | (c)                                                                                                                                             | 
|Equity compensation plans approved by security holders     |  |                                                                                                 | 2,550,690 |  |                                                                                 | $ | 0.45 |                                                                                                                                                 | 
|Equity compensation plans not approved by security holders |  |                                                                                                 | -0-       |  |                                                                                 |   | -0-  |                                                                                                                                                 | 
|Total                                                      |  |                                                                                                 | 2,550,690 |  |                                                                                 | $ | 0.45 |                                                                                                                                                 | 



Recent
Sales of Unregistered Securities



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



|Name of Purchaser              |  | Date of Sale |          |  | Title of Security |              | Amount of Securities Sold |  |            | Consideration
|------------------------------ |  | ------------ | -------- |  | ----------------- | ------------ | ------------------------- |  | ---------- | -------------
|                               |  |              |          |  |                  
|Lisa Colletti                  |  |              | 02/06/15 |  |                   | Common Stock |                           |  | (686,700   | )            
|Roy Sciacca                    |  |              | 02/06/15 |  |                   | Common Stock |                           |  | (273,515   | )            
|Joseph McNaney                 |  |              | 02/24/15 |  |                   | Common Stock |                           |  | (4,000,000 | )            
|Steven Sadaka                  |  |              | 02/26/15 |  |                   | Common Stock |                           |  | 100,000    |              
|Steven Nelson                  |  |              | 03/03/15 |  |                   | Common Stock |                           |  | 150,000    |              
|David Matthews                 |  |              | 03/05/15 |  |                   | Common Stock |                           |  | 500,000    |              
|USREDA, LLC                    |  |              | 03/13/15 |  |                   | Common Stock |                           |  | 781,250    |              
|USREDA, LLC                    |  |              | 03/24/15 |  |                   | Common Stock |                           |  | 806,452    |              
|Jason Silverman                |  |              | 03/27/15 |  |                   | Common Stock |                           |  | (9,335     | )            
|John Famularo                  |  |              | 03/27/17 |  |                   | Common Stock |                           |  | (28,005    | )            
|EraStar, Inc.                  |  |              | 04/21/15 |  |                   | Common Stock |                           |  | (100,000   | )            
|Gerard V David                 |  |              | 05/06/15 |  |                   | Common Stock |                           |  | 35,000     |              
|Rick Seidner                   |  |              | 05/11/15 |  |                   | Common Stock |                           |  | 151,515    |              
|Steven Sadaka                  |  |              | 05/11/15 |  |                   | Common Stock |                           |  | 309,091    |              
|Mislawn Nelson                 |  |              | 05/26/15 |  |                   | Common Stock |                           |  | 200,000    |              
|Steven Nelson                  |  |              | 05/26/15 |  |                   | Common Stock |                           |  | 250,000    |              
|James Dryer                    |  |              | 05/27/15 |  |                   | Common Stock |                           |  | 25,000     |              
|Mimi Galbo                     |  |              | 05/27/15 |  |                   | Common Stock |                           |  | 25,000     |              
|Beth M. Dryden Revocable Trust |  |              | 05/29/15 |  |                   | Common Stock |                           |  | 142,962    |              
|Beth M. Dryden Revocable Trust |  |              | 06/05/15 |  |                   | Common Stock |                           |  | 44,643     |              
|Mark & Elizabeth B Scott       |  |              | 06/05/15 |  |                   | Common Stock |                           |  | 89,286     |              
|Luna Consultant Group, LLC     |  |              | 07/24/15 |  |                   | Common Stock |                           |  | 10,000     |              
|Caro Capital, LLC              |  |              | 08/13/15 |  |                   | Common Stock |                           |  | 300,000    |              
|Luna Consultant Group, LLC     |  |              | 08/25/15 |  |                   | Common Stock |                           |  | 10,000     |              
|James Dryer                    |  |              | 09/04/15 |  |                   | Common Stock |                           |  | 27,500     |              
|Mimi Galbo                     |  |              | 09/04/15 |  |                   | Common Stock |                           |  | 27,500     |              
|FMW Media Works Corp.          |  |              | 09/09/15 |  |                   | Common Stock |                           |  | 100,000    |              
|Accredited Investor Preview    |  |              | 09/10/15 |  |                   | Common Stock |                           |  | 100,000    |              
|Luna Consultant Group, LLC     |  |              | 09/25/15 |  |                   | Common Stock |                           |  | 10,000     |              
|James Dryer                    |  |              | 10/01/15 |  |                   | Common Stock |                           |  | 2,500      |              
|Mimi Galbo                     |  |              | 10/01/15 |  |                   | Common Stock |                           |  | 2,500      |              



12






|Luna Consultant Group, LLC      |  |  | 10/23/15 |  |  | Common Stock |  |  | 10,000    |  |  | Professional Services           
|------------------------------- |  |  | -------- |  |  | ------------ |  |  | --------- |  |  | --------------------------------
|James Dryer                     |  |  | 11/01/15 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Mimi Galbo                      |  |  | 11/01/15 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Steven Sadaka                   |  |  | 11/16/15 |  |  | Common Stock |  |  | 250,000   |  |  | Professional Services           
|Anthony Santelli, II            |  |  | 11/17/15 |  |  | Common Stock |  |  | 135,136   |  |  | Purchase @ $0.37 per share      
|Santelli Partners               |  |  | 11/17/15 |  |  | Common Stock |  |  | 135,136   |  |  | Purchase @ $0.37 per share      
|Luna Consultant Group, LLC      |  |  | 11/24/15 |  |  | Common Stock |  |  | 10,000    |  |  | Professional Services           
|Steven Sadaka                   |  |  | 11/25/15 |  |  | Common Stock |  |  | 156,250   |  |  | Purchase @ $0.32 per share      
|Oren Kantor                     |  |  | 11/25/15 |  |  | Common Stock |  |  | 78,125    |  |  | Purchase @ $0.32 per share      
|Matthew & Casey Shore           |  |  | 11/25/15 |  |  | Common Stock |  |  | 156,250   |  |  | Purchase @ $0.32 per share      
|James Dryer                     |  |  | 12/01/15 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Mimi Galbo                      |  |  | 12/01/15 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Steven Sadaka                   |  |  | 12/08/15 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.29 per share      
|Megan Kantor                    |  |  | 12/08/15 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.29 per share      
|Fedelta Capitello, LLC          |  |  | 12/08/15 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.29 per share      
|Steven Sadaka                   |  |  | 12/08/15 |  |  | Common Stock |  |  | 250,000   |  |  | Convertible Debenture Conversion
|Accredited Investor Preview     |  |  | 12/10/15 |  |  | Common Stock |  |  | 150,000   |  |  | Professional Services           
|Luna Consultant Group, LLC      |  |  | 01/01/16 |  |  | Common Stock |  |  | 10,000    |  |  | Professional Services           
|James Dryer                     |  |  | 01/04/16 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Mimi Galbo                      |  |  | 01/04/16 |  |  | Common Stock |  |  | 2,500     |  |  | Professional Services           
|Iconic Holdings, LLC            |  |  | 01/06/16 |  |  | Common Stock |  |  | 233,147   |  |  | Convertible Debenture Conversion
|Richard Bindler Revocable Trust |  |  | 01/08/16 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.23 per share      
|Group 10 Holdings, LLC          |  |  | 01/13/16 |  |  | Common Stock |  |  | 157,418   |  |  | Convertible Debenture Conversion
|Richard Bindler Revocable Trust |  |  | 01/20/16 |  |  | Common Stock |  |  | 150,000   |  |  | Purchase @ $0.16 per share      
|Steven Sadaka                   |  |  | 01/20/16 |  |  | Common Stock |  |  | 250,000   |  |  | Purchase @ $0.17 per share      
|Iconic Holdings, LLC            |  |  | 01/22/16 |  |  | Common Stock |  |  | 657,895   |  |  | Convertible Debenture Conversion
|Luna Consultant Group, LLC      |  |  | 01/25/16 |  |  | Common Stock |  |  | 400,000   |  |  | Professional Services           
|Rolnick Family LP               |  |  | 01/26/16 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.24 per share      
|Matthew & Casey Shore           |  |  | 01/27/16 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.24 per share      
|Fedelta Capitello, LLC          |  |  | 01/27/16 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.24 per share      
|Nancy Burgess & David Gross     |  |  | 01/29/16 |  |  | Common Stock |  |  | 100,000   |  |  | Purchase @ $0.24 per share      
|Jason Taylor                    |  |  | 01/29/16 |  |  | Common Stock |  |  | 200,000   |  |  | Purchase @ $0.24 per share      
|Oren Kantor                     |  |  | 02/02/16 |  |  | Common Stock |  |  | 208,334   |  |  | Purchase @ $0.24 per share      
|David Kantor                    |  |  | 02/02/16 |  |  | Common Stock |  |  | 208,333   |  |  | Purchase @ $0.24 per share      
|USREDA, LLC                     |  |  | 03/05/16 |  |  | Common Stock |  |  | 3,717,785 |  |  | Purchase @ $0.20 per share      
|Carbolosic Energy 1, LLLP       |  |  | 03/05/16 |  |  | Common Stock |  |  | 3,717,785 |  |  | Purchase @ $0.20 per share      
|A.J. Enterprises, LLP           |  |  | 03/30/16 |  |  | Common Stock |  |  | 208,334   |  |  | Purchase @ $0.24 per share      



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.



13






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.



|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 “CTSTM”. 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.



14






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
Ek Laboratories, Inc, a Florida corporation (“EK”).



| | ● | 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 and 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 the date of filing, the Company has paid $168,742 of the $2,200,000 cash payable on account of
    this transaction, and as of such date, has not yet paid 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 “CTSTM”. 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.                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   | On
    May 13, 2015, AMG Energy entered into a series of agreements with various unrelated third parties, wherein AMG Energy sublicensed
    the CTS technology to Naldogen (Pty) Ltd., an existing South African company, which will be renamed Carbolosic Energy SA PTY
    LTD (“Carbolosic SA”). Carbolosic SA shall be solely devoted to exploitation of the CTS technology in South Africa,
    Lesotho, Swaziland and Botswana and the term of the sublicense is coterminous with the master license (i.e. through July 1,
    2032). The consideration for the grant of the sublicense is $25,000,000 (“License Fee”), which must be paid or
    guaranteed by March 1, 2016. In addition to the license fee, the sublicense holder will pay AMG Energy a royalty of 3.5% of
    the revenues on the first CTS plant developed and a 5.0% royalty on the revenues of additional plants developed.                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   | Contemporaneously,
    Carbolosic SA’s shareholders entered into an agreement whereby, among other matters, it was agreed that ownership of
    Carbolosic SA shall be 43.5% for Tes Projects (Pty) Ltd, a South African company (“Tes”), 24.5 % for Spearhead
    Capital Ltd, a Seychelles company (“Spearhead”), 7.5% for Jupiter Trust, a South African Trust (“Jupiter”)
    and 24.5% for Alliance BioEnergy Plus, Inc. TES, Spearhead and Jupiter are all unrelated to the Company. The interests of
    Tes and Jupiter are delivered in consideration of the funding or guarantee of funding of the License Fee; Spearhead’s
    interest is in consideration of facilitating the Sublicense transaction; and the Company’s interest is in exchange for
    the delivery to Carbolosic SA of a 24.5% interest in one of the Company’s CTS sugar extracting plants to be developed
    in the United States.                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   | In
    February 2016, due to economic and political turmoil in South Africa, members of Tes Projects (Pty) Ltd and Jupiter Trust
    resigned from management and from the board of Carbolosic SA and returned all ownership interest in Carbolosic SA to the Carbolosic
    SA treasury. Spearhead Capital intends to continue operations of Carbolosic SA but, at this time, there is no guarantee that
    they will be successful in securing the needed funds or contracts to do so. The Company will evaluate its position in Africa
    in the coming months and decide on a path forward.                                                                                                                                                                                                                                                                                                                                                                                                           



15






| |   | On
    July 29, 2015, Alliance BioEnergy Plus, Inc. (the “Company”) entered into two agreements with Renewable Resources
    Development of America, LLC (“RRDA”) related to the development of facilities by RRDA in North and South America
    which will utilize the Company’s Cellulose to Sugar (“CTS”) technology. RRDA is engaged in construction
    and finance of facilities for municipal solid waste recovery and plastics, metals and paper recycling, chemical extraction
    from ore for manufacturing and cellulose material conversion into sugars for manufacture of bio-fuels, bio-plastics and other
    products. In connection with its business plan, RRDA is developing facilities using cellulose conversion technology.                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   | In
    this regard, the Company and RRDA entered into a Non-Exclusive Development Agreement (“Development Agreement”)
    pursuant to which RRDA will utilize the CTS technology in the plants it develops. Under the Development Agreement, the Company
    would license its intellectual property to RRDA and provide certain consulting and educational services to RRDA. The specific
    terms of the license have yet to be determined. It is currently RRDA’s plan to develop up to 56 plants.                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   | In
    addition, the Company and RRDA simultaneously entered into a Finance Agreement (“Finance Agreement”) pursuant
    to which the Company would receive $4 million cash in exchange for the following: (a) RRDA shall receive a number of shares
    of Company Common Stock such that at the closing of the financing RRDA would own ten percent (10%) of the number of issued
    and outstanding shares of the Common Stock of the Company; (b) RRDA would receive a Warrant to purchase two (2) million shares
    of Company Common Stock on terms to be agreed; (c) the license fee payable to the Company on account of the first plant being
    developed by RRDA in Georgia would be waived and (d) RRDA will designate two (2) persons to be appointed to the Company’s
    Board of Directors.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   | In
    March 2016, the Company canceled the Finance Agreement with RRDA due to a lack of funding in a timely manner. The Development
    Agreement remains in effect and any opportunities brought to the Company under this agreement will be subject to the same
    terms and conditions as any other license opportunity, including the proposed plant in Vidalia, Georgia.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | 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. In March
    2016, Carbolosic Plant 1 was sold to Carbolosic Energy 1, LLLP, a non-related third party, in exchange for satisfaction of
    the outstanding $1,250,000 loan between Carbolosic Plant 1 and the Company.                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | EK,
    was created in December 2014 under the name Central Florida Institute of Science and Technology, Inc. and changed its name
    to Ek Laboratories, Inc. on June 05, 2015. EK was formed 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



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 three months ended March 31, 2015, the Company had sold 3,203,295
and 0 shares of common stock through the Offering for aggregate proceeds of $2,402,180 and $0 respectively, of which 5,000 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 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. 116,869 shares valued at $14,024 and 497,555 shares at December 31, 2014
and March 31, 2015, respectively, have been tendered to the company for cancellation relating to on ongoing legal case.



16






During
the fiscal year ended December 31, 2014, the Company committed 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 were subsequently returned to the company for rescission,
by said consultant, in February 2015 along with a share certificate for an additional 1,000,000 shares. In exchange for these
shares, the Company granted said consultant 2 warrant agreements for the right to purchase an aggregate of 2,000,000 shares of
common stock, with a five year term, and exercise prices of $0.40 and $0.65. Using a Black-Scholes asset pricing model, these
agreements were valued at $767,705.



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. In April 2015, the Company received notice that EraStar, Inc. terminated this agreement and returned
100,000 shares of Company common stock for cancellation and also forfeited the warrant agreement to purchase 500,000 shares of
common stock with a remaining value of $255,612.



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. As of the date of filing, the Company has sold 2,460,199 units for aggregate proceeds of $850,209. The
offering is ongoing.



In
November 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 C warrant convertible
to .5 common share at an exercise price of $0.45 and one (1) three-year series D warrant convertible to .5 common share at an
exercise price of $0.65. As of the date of filing, the Company has sold 1,460,897 units for aggregate proceeds of $401,000. The
offering is ongoing.



During
the fiscal years ended December 31, 2015 and December 31, 2014, a $90,000 convertible note converted to 250,000 shares of common
stock and a $57,862 note balance converted to 458,333 shares of common stock respectively. 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 instruments 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.



Through
the date of filing, an additional $115,000 of the Company’s convertible debt converted to 1,048,460 shares of common stock.
The company assesses the value of the beneficial conversion feature of its convertible debt by determining the intrinsic value
of such conversions, under ASC 470, at the time of issuance. At the time of issuance of the convertible debt instruments set out
above, the fair value of the stock was greater than the conversion price, and therefore a total value of $218,301 was attributed
to the beneficial conversion feature.



In
January 2016, the Company commenced a new offering of units valued at $0.24 per share. Each unit consist of one (1) share of common
stock and one (1) five-year Series E warrant convertible to one (1) common share at an exercise price of $0.45. As of the date
of filing, the Company has sold 1,225,001 units for aggregate proceeds of $294,000. The offering is ongoing.



In
March 2016, the Company commenced a new offering of units valued at $765,735. Each units consist of three million seven hundred
seventeen thousand seven hundred eighty-five (3,717,785) shares of common stock and four million five hundred thousand (4,500,000)
five-year series F warrants convertible to one (1) share of common stock each at an exercise price of $0.25. As of the date of
filing, the Company has sold 2 units for aggregate proceeds of $1,531,470.



From
January 1, 2015 through the date of filing, 500,000 shares of common stock in connection with certain ongoing litigation were
canceled.



From
January 1, 2015 through the date of filing, the Company has issued 2,085,000 shares of Company common stock for services valued
at $1,014,600 and received $5,000 worth of services for stock subscriptions receivable.



From
January 1, 2015 through the date of filing, the Company issued an aggregate of 500,000 shares of its common stock valued at $240,000
in accordance with its 2012 Employee, Director Stock Plan.



17






From
January 1, 2015 through the date of filing, the Company issued an aggregate of 2,550,000 warrants for services. Using a Black-Scholes
asset pricing model, these warrants were valued at $1,435,008. These warrant agreements have terms ranging from three years (3)
to five years (5) with exercise prices ranging from forty cents ($0.40) to two dollars ($2.00) per share.



From
January 1, 2015 through the date of filing, the Company issued options to its independent directors to purchase an aggregate of
425,690 shares of common stock for a period of three (3) years at an average exercise price of $0.45. In addition, the Company
also approved employee stock options to purchase 2,125,000 shares of common stock at an average exercise price of $0.45 and terms
ranging from three (3) to ten (10) years. 1,791,666 of these options are vested, with the remaining 333,334 vesting in the first
quarter of 2016. Using a Black-Scholes asset pricing model, these agreements were valued at $696,953.



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, 2015 the Company had a working capital deficiency of $3,022,760 and had incurred accumulated losses of $17,052,797 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, 2015 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.



Through
its private offerings, the Company raised $2,402,180 for the year ended December 31, 2014 and an additional $1,162,209 in the
year ended December 31, 2015. As of the date of filing, the company has received an additional $1,914,470 through its private
offerings.



Results
of Operations



Comparison
of the year ended December 31, 2015 to December 31, 2014



For
the year ended December 31, 2015 the Company’s general and administrative expenses decreased by approximately $2,484,940
to $5,330,832 from $7,815,772 for the year ended December 31, 2014. This decrease is primarily the result of a reduction in legal,
accounting and consulting fees from $6,668,686 to $2,790,830, of which $2,281,273 is non-cash stock compensation. This reflects
a $3,877,856 reduction in these fees. The Company recognized no revenues from continuing operations during the fiscal year ended
December 31, 2015 or December 31, 2014..



Interest
expense increased in the year ended December 31, 2015 by approximately $178,249 to $189,394 from $11,145. This increase was the
result of interest accrued on $1,561,000 in short term debt notes received during 2015.



For
the year ended December 31, 2015 the Company’s equity loss in an unconsolidated affiliate was $180,354, down from $208,113
in 2014. This loss was mainly due to payroll and legal fees incurred by the non-consolidated affiliate, which mostly pertained
to global patent applications.



For
the year ended December 31, 2015, the Company recognized a $125,861 expense resulting from the beneficial conversation features
of its convertible notes. The Company did not recognize an expense in 2014.



For
the year ended December 31,, 2015, the Company’s discontinued operations showed a profit of $668,269, as opposed to a $1,902,530
loss during the year ended December 31, 2014. This change is primarily the result of $26,631 in legal fees and $700,000 in cancelled
debt resulting from a settlement in connection with certain ongoing litigation. These amounts 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.



18






Research
and development (R&D) costs for the year ended December 31, 2015 were $27,642, an increase of $26,677 from $965 for the year
ended December 31, 2014. The increase in R&D expenses is the result of the opening of Ek Labortories, Inc. in June 2015 and
its purchases of gasses and other fine grade materials used in the CTS process.



Liquidity
and Capital Resources



Liquidity



As
of December 31, 2015 the Company had $62,054 in cash. Total Stockholders’ Equity at December 31, 2015 was $4,144,284. Total
debt from continuing operations, including advances, accounts payable and other notes payable at December 31, 2015, together with
interest payable thereon, was $5,096,682 an increase of $1,555,226 from $3,541,456 at December 31, 2014.



During
the fiscal year ended December 31, 2015, the Company’s continuing operating activities decreased $223,155 to $1,735,548
from $1,958,703 at December 31, 2014. This expense can primarily be attributed to $785,393 used in payroll, $509,557 in legal,
accounting and consulting fees and $189,722 in loan fees.



During
the fiscal year ended December 31, 2015, the Company’s investing activities used $543,874 in cash. This use can be attributed
to $214,225 used to purchase machinery and equipment, $202,021 in capitalized engineering costs and $115,941 advanced to Carbolosic,
LLC for operational costs.



During
the fiscal year ended December 31, 2015, the Company generated an aggregate of $2,168,894 through its financing activities. This
decrease of $1,294,544 from the prior year can primarily be attributed to a $1,239,971 decrease in the sale of common stock through
the Company’s private offerings and $0 received through Company’s partnership with Carbolosic Energy 1, LLLP, while
simultaneously securing $1,561,000 in new short-term debt notes.



Capital
Resources



At
this time, the Company has limited liquidity and capital resources. To continue funding the Company’s operations, the company
will need to generate revenue and/or will require additional funding for ongoing operations and to finance such projects it may
identify. As of the date of filing, the Company has raised $5,644,860 through its private placement offerings, however there is
no guarantee that the company will be able to raise any additional capital on terms acceptable to the Company.



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



Critical
Accounting Policies



Basis
of Presentation



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.



19






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



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.



20






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.



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, 2015 and December 31, 2014,
and the report thereon of Paritz & Co., P.A.



21






Index
to Financial Statements Page



|                                                                                                                           | Page
|-------------------------------------------------------------------------------------------------------------------------- | ----
|Report
    of Independent Registered Public Accounting Firm                                                                | F-1 
|                                                                                                                           |     
|Consolidated
    Balance Sheets as of December 31, 2015 and December 31, 2014                                              | F-2 
|                                                                                                                           |     
|Consolidated
    Statements of Operations for the years ended December 31, 2015 December 31, 2014                          | F-3 
|                                                                                                                           |     
|Consolidated
    Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015 and December 31, 2014 | F-4 
|                                                                                                                           |     
|Consolidated
    Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014                      | F-5 
|                                                                                                                           |     
|Notes
    to the Consolidated Financial Statements                                                                         | F-6 



22










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,
2015 and 2014, and the related consolidated statements of operations, 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 as of December 31, 2015 and 2014 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 financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has not generated any revenue, has recurring losses since inception and has
a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



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 Jersey

April
7, 2016



F-1






|Alliance BioEnergy Plus, Inc.                                                                                                                                                                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                                                                                                                                                                       
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|ASSETS                                                                                                                                                                                            
|Current assets                                                                                                                                                                                    
|Cash and cash equivalents                                                                                                                                                                         
|Prepaid expenses                                                                                                                                                                                  
|Deferred financing costs                                                                                                                                                                          
|Current assets of discontinued operations                                                                                                                                                         
|TOTAL CURRENT ASSETS                                                                                                                                                                              
|                                                                                                                                                                                                  
|PROPERTY AND EQUIPMENT, AT COST, NET OF ACCUMULATED
    DEPRECIATION OF $59,919 AND $15,883 AT DECEMBER 31, 2015 AND DECEMBER 31, 2014, RESPECTIVELY                                              
|                                                                                                                                                                                                  
|Other assets                                                                                                                                                                                      
|Security deposits                                                                                                                                                                                 
|Capitalized fees                                                                                                                                                                                  
|Investment in and advances to an unconsolidated affiliate                                                                                                                                         
|Long term assets of discontinued operations                                                                                                                                                       
|TOTAL OTHER ASSETS                                                                                                                                                                                
|TOTAL ASSETS                                                                                                                                                                                      
|                                                                                                                                                                                                  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                              
|Current liabilities                                                                                                                                                                               
|Accounts payable and accrued liabilities                                                                                                                                                          
|Payable relating to an acquisition - Related party                                                                                                                                                
|Short term note payable – Related party                                                                                                                                                           
|Short-term note payable – Other                                                                                                                                                                   
|Convertible debentures payable - Other                                                                                                                                                            
|Interest payable – Related Party                                                                                                                                                                  
|Interest payable – Other                                                                                                                                                                          
|Current liabilities of discontinued operations                                                                                                                                                    
|TOTAL CURRENT LIABILITIES                                                                                                                                                                         
|Long term liabilities                                                                                                                                                                             
|Long term notes payable – Other                                                                                                                                                                   
|TOTAL LONG TERM LIABILITIES                                                                                                                                                                       
|TOTAL LIABILITIES                                                                                                                                                                                 
|                                                                                                                                                                                                  
|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; 41,084,279 shares issued and outstanding
    at December 31, 2015 and 40,340,738 shares issued and outstanding at December 31, 2014
|Stock Subscription Receivable                                                                                                                                                                     
|Additional paid-in capital                                                                                                                                                                        
|Accumulated deficit                                                                                                                                                                               
|Total stockholders’ equity                                                                                                                                                                        
|Non-controlling interest                                                                                                                                                                          
|TOTAL EQUITY                                                                                                                                                                                      
|                                                                                                                                                                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                        



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



F-2






|Alliance BioEnergy Plus, Inc.                    
|-------------------------------------------------
|CONSOLIDATED STATEMENT OF OPERATIONS             
|                                                 
|                                                 
|                                                 
|                                                 
|Revenues                                         
|                                                 
|Operating expense                                
|General and administrative                       
|Total operating expenses                         
|                                                 
|Loss from operations                             
|                                                 
|Other expenses                                   
|Equity loss in an unconsolidated affiliate       
|Beneficial conversion features                   
|Interest expense – related party                 
|Interest expense – other                         
|Total other expenses                             
|                                                 
|Loss from continuing operations                  
|                                                 
|Discontinued operations                          
|Loss from operations                             
|Debt forgiveness                                 
|Asset impairment                                 
|Gain (loss) from discontinued operations         
|                                                 
|Loss before provisions for income taxes          
|Provisions for income taxes                      
|Net loss                                         
|Net loss attributable to non-controlling interest
|Net loss attributable to Company                 
|                                                 
|Basic and diluted net loss per share             
|Continuing operations                            
|Discontinued operations                          
|Net loss per share                               
|                                                 
|                                                 
|Weighted average common shares outstanding       
|Basic and Diluted                                



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



F-3






Alliance
BioEnergy Plus, Inc.

CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY





|                                                                        |  | Common Stock |            |   | Preferred Stock |   |        | Stock Subscription |  |  | Additional Paid -in |  |  | Accumulated |   |  | Non-controlling |   |         | Total Stockholders’ | 
|----------------------------------------------------------------------- |  | ------------ | ---------- | - | --------------- | - | ------ | ------------------ |  |  | ------------------- |  |  | ----------- | - |  | --------------- | - | ------- | ------------------- | 
|                                                                        |  | Shares       |            |   | Amount          |   |        | Shares             |  |  | Amount              |  |  | Receivable  |   |  | Capital         |   |         | Deficit             | 
|Balance as of January 1, 2014                                           |  |              | 32,840,476 |   |                 | $ | 32,841 |                    |  |  | -                   |  |  |             | - |  |                 | $ | (10,000 | )                   | 
|Issuance of common stock for services                                   |  |              | 5,689,503  |   |                 |   | 5,690  |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Cancellation of common stock for prepaid expenses                       |  |              | (2,000,000 | ) |                 |   | (2,000 | )                  |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of 500,000 warrants for services                               |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of common stock in connection with conversion of notes payable |  |              | 458,333    |   |                 |   | 458    |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of common stock for cash                                       |  |              | 3,203,295  |   |                 |   | 3,203  |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Cancellation of common stock from acquisition (1)                       |  |              | (116,869   | ) |                 |   | (117   | )                  |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of common stock for acquisition (2)                            |  |              | 266,000    |   |                 |   | 266    |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Net loss                                                                |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Balance as of December 31, 2014                                         |  |              | 40,340,738 |   |                 | $ | 40,341 |                    |  |  | -                   |  |  |             | - |  |                 | $ | (10,000 | )                   | 
|Issuance of common stock for services                                   |  |              | 1,670,000  |   |                 |   | 1,670  |                    |  |  | -                   |  |  |             | - |  |                 |   | 5,000   |                     | 
|Rescission of common stock                                              |  |              | (4,600,000 | ) |                 |   | (4,600 | )                  |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of 4,130,000 warrants for services                             |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Rescission of 2,500,000 warrants                                        |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of 3,421,100 warrants through PPM                              |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of common stock for cash                                       |  |              | 3,421,096  |   |                 |   | 3,421  |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Common stock issued under employee, director plan                       |  |              | 500,000    |   |                 |   | 500    |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of 1,967,356 options under employee, director plan             |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Issuance of common stock in connection with conversion of notes payable |  |              | 250,000    |   |                 |   | 250    |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Cancellation of common stock from acquisition (1)                       |  |              | (497,555   | ) |                 |   | (498   | )                  |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Expiration of 500,000 options                                           |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Net loss                                                                |  |              | -          |   |                 |   | -      |                    |  |  | -                   |  |  |             | - |  |                 |   | -       |                     | 
|Balance as of December 31, 2015                                         |  |              | 41,084,279 |   |                 | $ | 41,084 |                    |  |  | -                   |  |  | $           | - |  |                 | $ | (5,000  | )                   | 



| | (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                                                                                  



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



F-4






|Alliance BioEnergy Plus, Inc.                                            
|-------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                    
|                                                                         
|                                                                         
|                                                                         
|Cash flows from operating activities                                     
|Net loss from continuing operations                                      
|Net loss from discontinued operations                                    
|Net loss                                                                 
|Reconciliation of net loss to net cash used in operating activities      
|Depreciation and amortization                                            
|Accrued interest on convertible debentures                               
|Beneficial conversion feature                                            
|Stock based compensation for services                                    
|Issuance of warrants for services                                        
|Stock based compensation awarded under employee, director plan           
|Issuance of options under employee, director plan                        
|Equity loss in an unconsolidated affiliate                               
|Changes in operating assets and liabilities                              
|Prepaid expenses                                                         
|Accounts payable and accrued liabilities                                 
|Net cash (used in) operating activities – continuing
    operations      
|Changes in discontinued operations assets and liabilities                
|Accounts payable and accrued liabilities                                 
|Asset Impairment                                                         
|Legal settlement relating to an acquisition                              
|Net cash (used in) operating activities – discontinued
    operations    
|Net cash (used in) operating activities                                  
|                                                                         
|Cash flows from investing activities                                     
|Purchase of property and equipment                                       
|Security deposit                                                         
|Capitalized fees                                                         
|Investment in and advance to an unconsolidated affiliate                 
|Net cash (used in) investing activities – continuing
    operations      
|Net cash (used in) investing activities – discontinued
    operations    
|Net cash (used in) investing activities                                  
|                                                                         
|Cash flows from financing activities                                     
|Debt payment relating to an acquisition                                  
|Proceeds from short-term note payable – related party                    
|Proceeds from short-term note payable – other                            
|Proceeds from long-term note payable – other                             
|Net proceeds from issuance of common stock                               
|Proceeds from issuance of convertible debt                               
|Repayment of convertible debt                                            
|Repayment of short-term note payable – related party                     
|Payment of accrued interest                                              
|Deferred financing costs                                                 
|Net cash provided by financing activities – continuing
    operations    
|Net cash (used in) financing activities – discontinued
    operations    
|Net cash provided by financing activities                                
|                                                                         
|Net (decrease) increase in cash and cash equivalents                     
|                                                                         
|Cash and cash equivalent at beginning of the period                      
|Cash and cash equivalent at end of the period                            
|                                                                         
|Supplemental disclosure of cash flow information                         
|Cash paid during the period for                                          
|Interest                                                                 
|Taxes                                                                    
|                                                                         
|Supplemental schedule of non-cash activities                             
|Conversion of convertible debenture to common stock                      
|Conversion of Interest to Common Stock                                   
|Common stock issued for investment in Carbolosic                         
|Issuance of warrants for future services                                 
|Common stock (returned) issued recorded for prepaid expense              
|Reversal of common stock issued for investment in discontinued operations
|Common stock issued for future services                                  
|Warrants issued for future services                                      
|Rescinded warrants for future services                                   



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



F-5






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 “CTSTM”. 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 Ek Laboratories, 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
Ek Laboratories, Inc., a Florida corporation (“EK”) formerly known as Central Florida Institute of Science and Technology,
Inc.



| | ● | 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 and delivery of 7,266,000 shares of Company Common Stock. In connection with
    the transaction, an amount which the Company owed to AMG Energy ($214,894) for various loans and consulting fees was eliminated
    in the acquisition. On December 26, 2013, 7,000,000 shares of Company common stock were delivered to AMG Energy Solutions,
    Inc. (a related party) and the remaining 266,000 shares of Company common stock were delivered on June 18, 2014 to Wellington
    Asset Holdings, Inc. As of September 30, 2015, the Company has paid $168,742 of the $2,200,000 cash payable on account of
    this transaction, and as of such date, the Company has not paid 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 “CTSTM”. 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.                                                                                                                                                                                                                                                                                                                                                                                        



F-6






| |   | On
    May 13, 2015, AMG Energy entered into a series of agreements with various unrelated third parties, wherein AMG Energy sublicensed
    the CTS technology to Naldogen (Pty) Ltd., an existing South African company, which will be renamed Carbolosic Energy SA PTY
    LTD (“Carbolosic SA”). Carbolosic SA shall be solely devoted to exploitation of the CTS technology in South Africa,
    Lesotho, Swaziland and Botswana and the term of the sublicense is coterminous with the master license (i.e. through July 1,
    2032). The consideration for the grant of the sublicense is $25,000,000 (“License Fee”), which must be paid or
    guaranteed by March 1, 2016. In addition to the license fee, the sublicense holder will pay AMG Energy a royalty of 3.5% of
    the revenues on the first CTS plant developed and a 5.0% royalty on the revenues of additional plants developed. Until the
    $25,000,000 payment has been received, the Company does not consider all of the events required under the agreement to have
    been completed. Therefore the Company has not recorded and of the fee in the accompanying financial statements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   | Contemporaneously,
    Carbolosic SA’s shareholders entered into an agreement whereby, among other matters, it was agreed that ownership of
    Carbolosic SA shall be 43.5% for Tes Projects (Pty) Ltd, a South African company (“Tes”), 24.5 % for Spearhead
    Capital Ltd, a Seychelles company (“Spearhead”), 7.5% for Jupiter Trust, a South African Trust (“Jupiter”)
    and 24.5% for Alliance BioEnergy Plus, Inc. TES, Spearhead and Jupiter are all unrelated to the Company. The interests of
    Tes and Jupiter are delivered in consideration of the funding or guarantee of funding of the License Fee; Spearhead’s
    interest is in consideration of facilitating the Sublicense transaction; and the Company’s interest is in exchange for
    the delivery to Carbolosic SA of a 24.5% interest in one of the Company’s CTS sugar extracting plants to be developed
    in the United States.                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   | In
    February 2016, due to economic and political turmoil in South Africa, members of Tes Projects (Pty) Ltd and Jupiter Trust
    resigned from management and from the Board of Carbolosic SA and returned all ownership interest in Carbolosic SA to the Carbolosic
    SA treasury. Spearhead Capital intends to continue operations of Carbolosic SA but at this time there is no guarantee that
    they will be successful in securing the needed funds or contracts to do so. The Company will evaluate its position in Africa
    in the coming months and decide on a path forward.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | 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. In March
    2016, Carbolosic Plant 1 was sold to Carbolosic Energy 1, LLLP, a non-related third party, in exchange for satisfaction of
    the outstanding $1,250,000 loan between Carbolosic Plant 1 and Carbolosic Energy 1, LLLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | EK,
    was created in December 2014 under the name Central Florida Institute of Science and Technology, Inc. and changed its name
    to Ek Laboratories, Inc. on June 05, 2015. EK was formed 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 $3,022,760 and may be unable to raise further equity. At December 31, 2015 the Company had
incurred accumulated losses of $17,052,797 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.



F-7






Management
believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash
from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient
cash from operations, sell additional shares of stock or borrow additional funds. The Company’s inability to obtain additional
cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence.
These financial statements do not include any adjustments that might result from the outcome of this uncertainty



The
Company intends to raise additional capital, sell licenses to its CTS technology and continue constructing its full scale demonstration
facility which, once operational, is expected to generate cash flow in amounts sufficient to cover the Company’s operating
expenses and debt service.



The
Company raised $2,402,180 for the year ended December 31, 2014 and an additional $1,162,209 in the year ended December 31, 2015.



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.



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.



F-8






Stock-based
Compensation Valuation Methodology



Stock-based
compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date
of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee
options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the
stock options or warrants granted is estimated at the grant date, using the Black-Scholes option pricing model, and the expense
is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the
option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes
option pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique
characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock
is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s
closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free
rate used was based on the U.S. Treasury Daily Yield Curve Rate.



The
stock compensation issued for services during the year ended December 31, was valued on the date of issuance. The following assumptions
were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the year ended
December 31, 2015:



|                             |  |   | 3/3                                              |   |  |   | 4/16                                              |   |  |   | 5/26                                             |   |  |   | 5/27                                             |   |  |   | 6/15                                             |   |  |   | 6/30                                             |   |  |   | 7/14                                             |   |  |   | 7/27                                             |   |  |   | 8/1                                              |  
|---------------------------- |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------- | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | -
|Risk-free interest rate      |  |   | 1.09                                             | % |  |   | 1.90                                              | % |  |   | 1.54                                             | % |  |   | 1.00                                             | % |  |   | 1.10                                             | % |  |   | 1.63                                             | % |  |   | 1.67                                             | % |  |   | 1.58                                             | % |  |   | 1.54                                             | %
|Expected life                |  |   | 3
                                         years |   |  |   | 10
                                         years |   |  |   | 5
                                         years |   |  |   | 3
                                         years |   |  |   | 3
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |  
|Expected dividends           |  |   | 0                                                | % |  |   | 0                                                 | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | %
|Expected volatility          |  |   | 194.75                                           | % |  |   | 193.54                                            | % |  |   | 198.16                                           | % |  |   | 198.28                                           | % |  |   | 195.81                                           | % |  |   | 193.88                                           | % |  |   | 193.13                                           | % |  |   | 191.57                                           | % |  |   | 190.59                                           | %
|ALLM common stock fair value |  | $ | 0.44                                             |   |  | $ | 0.18                                              |   |  | $ | 0.72                                             |   |  | $ | 0.62                                             |   |  | $ | 0.78                                             |   |  | $ | 0.55                                             |   |  | $ | 0.47                                             |   |  | $ | 0.47                                             |   |  | $ | 0.49                                             |  



|                             |  |   | 8/6                                              |   |  |   | 9/1                                              |   |  |   | 9/8                                              |   |  |   | 9/11                                             |   |  |   | 9/30                                             |   |  |   | 10/1                                             |   |  |   | 11/1                                             |   |  |   | 12/1                                             |   |  |   | 12/11                                            |   |  |   | 12/31                                            |  
|---------------------------- |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | - |  | - | ------------------------------------------------ | -
|Risk-free interest rate      |  |   | 1.62                                             | % |  |   | 1.49                                             | % |  |   | 1.53                                             | % |  |   | 1.52                                             | % |  |   | 1.37                                             | % |  |   | 1.37                                             | % |  |   | 1.52                                             | % |  |   | 1.59                                             | % |  |   | 1.25                                             | % |  |   | 1.76                                             | %
|Expected life                |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 5
                                         years |   |  |   | 3
                                         years |   |  |   | 5
                                         years |  
|Expected dividends           |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | % |  |   | 0                                                | %
|Expected volatility          |  |   | 190.20                                           | % |  |   | 187.53                                           | % |  |   | 186.60                                           | % |  |   | 186.00                                           | % |  |   | 184.54                                           | % |  |   | 184.33                                           | % |  |   | 180.71                                           | % |  |   | 177.74                                           | % |  |   | 177.10                                           | % |  |   | 175.11                                           | %
|ALLM common stock fair value |  | $ | 0.49                                             |   |  | $ | 0.41                                             |   |  | $ | 0.40                                             |   |  | $ | 0.37                                             |   |  | $ | 0.47                                             |   |  | $ | 0.48                                             |   |  | $ | 0.49                                             |   |  | $ | 0.40                                             |   |  | $ | 0.39                                             |   |  | $ | 0.30                                             |  



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.



F-9






Convertible
Instruments



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



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



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



Common
Stock Purchase Warrants and Other Derivative Financial Instruments



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.



F-10






Impairment
of Long Lived Assets



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



Income
Taxes



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



ASC
Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements
and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. 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:



F-11






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



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



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



Recent
Accounting Pronouncements



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



NOTE
4 – INVESTMENT IN UNCONSOLIDATED AFFILIATES



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 “CTSTM”. 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.



On
May 13, 2015, The Company entered an agreement with Carbolosic SA’s shareholders whereby, among other matters, it was agreed
that ownership of Carbolosic SA shall be 43.5% for Tes Projects (Pty) Ltd, a South African company (“Tes”), 24.5 %
for Spearhead Capital Ltd, a Seychelles company (“Spearhead”), 7.5% for Jupiter Trust, a South African Trust (“Jupiter”)
and 24.5% for Alliance BioEnergy Plus, Inc. TES, Spearhead and Jupiter are all unrelated to the Company. The interests of Tes
and Jupiter are delivered in consideration of the funding or guarantee of funding of the License Fee; Spearhead’s interest
is in consideration of facilitating the Sublicense transaction; and the Company’s interest is in exchange for the delivery
to Carbolosic SA of a 24.5% interest in one of the Company’s CTS sugar extracting plants to be developed in the United States.
The Company’s investment in Carbolosic SA is accounted for using the equity method of accounting.



The
following is a condensed balance sheet and statement of operations of the unconsolidated affiliates as of December 31, 2015 and
2014.



|Condensed Balance Sheet of Non-Consolidated Affiliates
|------------------------------------------------------
|                                                      
|                                                      
|ASSETS                                                
|Current Assets                                        
|Cash and cash equivalents                             
|TOTAL ASSETS                                          
|                                                      
|LIABILITIES AND STOCKHOLDERS EQUITY                   
|Current Liabilities                                   
|Accounts payable and accrued liabilities              
|Interest payable                                      
|Current notes payable                                 
|TOTAL CUURENT LIABILITIES                             
|                                                      
|STOCKHOLDERS EQUITY                                   
|Accumulated deficit                                   
|TOTAL EQUITY                                          
|                                                      
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY             



F-12






|Condensed Statement of Operations of Non-Consolidated Affiliates
|----------------------------------------------------------------
|                                                                
|                                                                
|                                                                
|                                                                
|Revenues                                                        
|                                                                
|Operating Expenses                                              
|Royalties                                                       
|Legal fees                                                      
|General and administrative                                      
|Total operating expenses                                        
|                                                                
|Other expenses                                                  
|Interest expense                                                
|Total other expenses                                            
|                                                                
|Loss from operations                                            



NOTE
5 – DEBT



Short
Term Notes Payable—Related Parties



Throughout
2013, the Company issued unsecured short-term notes payable to various related parties, including officers and directors of the
Company, with a term of one year, which have since been extended. At December 31, 2015, there was one consolidated note outstanding
to Palm Beach Energy Solutions, LLC. The note has an outstanding principal balance of $71,000 and bears interest at a rate of
5% per annum. As of December 31, 2015 and December 31, 2014, the total interest accrued on the note was $9,036 and $5,486 respectively.



In
November 2015, the Company issued a short-term, unsecured note payable to a shareholder of the company. The principal amount of
the note was $10,290, accrued interest at 5% per annum and had a term of one-year. On December 8, 2015, the note was paid in full
along with $32 in interest.



Short
Term Notes Payable – Other



On
July 7, 2015, the Company entered into a six month (6) promissory note with St. George Investments, LLC with a face amount of
$265,000 less an original issue discount of $65,000. This note does not accrue interest, however if the note is paid back within
the first ninety (90) days, then $235,000 is due; if the note is paid back between day ninety-one (91) and one hundred thirty-five
(135) then $250,000 is due; between day one hundred thirty-six (136) and one hundred eighty (180) the full balance of $265,000
is due. In the event of default, the note shall bear interest at the lesser of the rate of eighteen percent (18%) per annum or
the maximum rate permitted by law compounding daily. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. In January 2016, the company repaid this note in full.
The total amount paid was $306,890, which represented a $265,000 principal balance and $41,890 in default interest and penalties.



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 are to 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
and did not receive any notes during the year ended December 31, 2015. 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. As of December 31, 2015 and December 31, 2014, the remaining prepaid interest relating to this advance was $73,189 and
$92,189 respectively. In January 2015, the Company made a $4,162 interest payment towards the second note. As of December 31,
2015 and December 31, 2014 the total accrued interest on the second note was $29,580 and $1,417 respectively. In March 2016, Carbolosic
Plant 1 was sold to Carbolosic Energy 1, LLLP in exchange for satisfaction of the outstanding $1,250,000 loan and accrued interest.



F-13






Convertible
Debt



On
January 23, 2015, the Company entered into a convertible debenture with KBM Worldwide, Inc. with a principal balance of $89,000
due and payable on or before October 29, 2015. Thereafter, On February 26, 2015, the Company entered into a second convertible
debenture with Vis Vires Group, Inc. with a principal balance of $54,000 due and payable on or before December 3, 2015 and again
on May 6, 2015 the company entered into another convertible debenture with Vis Vires Group, Inc. with a principal balance of $64,000
due and payable on or before February 8, 2016. Each of the notes accrue interest at a rate of eight percent (8.0%) per annum and
are convertible into the Company’s common stock, after 180 days, in whole or in part at the option of the holder at a conversion
rate equal to the average of the three (3) lowest trading day prices during the ten (10) trading days preceding the conversion
date, less a thirty-nine percent (39%) discount. Each of the notes also carries a prepayment penalty, increasing every 30 days
from one hundred ten percent (110%) to one hundred thirty-five percent (135%) of the then outstanding principal and interest balance
due, if the notes are paid back within the first one hundred eighty (180) days. After the first 180 days, the then outstanding
principal and interest balance shall bear interest at a rate of twenty-two percent (22.0%) per annum and cannot be paid until
maturity. On July 27, 2015, the Company repaid its January 23, 2015 convertible debenture held by KBM Worldwide, Inc. The total
amount paid was $123,642, which represented an $89,000 principal balance and $34,642 in interest and penalties. On August 7, 2015
the Company repaid its February 26, 2015 convertible debenture held by Vires Group, Inc. The total amount paid was $74,723, which
represented a $54,000 principal balance and $20,723 in interest and penalties. On November 2, 2015 the Company repaid its May
6, 2015 convertible debenture held by Vis Vires Group, Inc. The total amount paid was $88,757, which represented a $64,000 principal
balance and $24,757 in interest and penalties.



On
June 30, 2015, the Company entered into a convertible debenture with Iconic Holdings, LLC with a principal balance of $165,000
due on or before June 30, 2016. This note provides for “guaranteed” interest of ten percent (10.0%) of the principal
balance outstanding. In addition to the “guaranteed” interest, in the event of default additional interest will accrue
at the rate equal to the lower of eighteen percent (18.0%) per annum or the highest rate permitted by law. This note can only
be prepaid within the first 180 days along with a prepayment penalty of one hundred ten percent (110%) and increasing ten percent
(10%) every sixty (60) days to a maximum of one hundred thirty percent (130%). After 180 days, the note can be converted into
the Company’s common stock at a conversion rate equal to sixty percent (60%) of the lowest trading price during the preceding
15 consecutive trading days prior to date of conversion. In addition, in order to obtain this note, the Company issued Iconic
Holdings, LLC a five (5) year common stock purchase warrant agreement for up to 50,000 shares with an exercise price of $0.75
per share. These warrants are fully granted and vested at time of issuance and are being amortized over the life of the agreement.
As of December 31, 2105, the total accrued interest on the note was $16,775. In January 2016, Iconic Holdings, LLC converted $95,000
of the principal balance into 891,042 shares of unrestricted common stock and the remaining balance of the note was repaid in
full. The total amount paid was $140,950, which represented a $70,000 principal payment and $70,950 in interest and penalties.



On
July 10, 2015, the Company entered into a convertible debenture with JSJ Investments, Inc with a principal balance of $150,000
due on or before January 10, 2016. The note accrues interest at a rate of twelve percent (12%) per annum and is convertible into
the Company’s common stock one hundred eighty (180) days after the maturity date, in whole or in part at the option of the
holder at a conversion price equal to the lower of $0.24 or the lowest trading day price during the twenty (20) trading days preceding
the conversion date, less a forty-five percent (45%) discount. The note also carries a payment premium, wherein if the note is
paid before the ninetieth (90) day, then a premium of one hundred thirty percent (130%) in addition to outstanding interest is
due. If paid between day ninety-one (91) and one hundred twenty (120) the premium increases to one hundred forty percent (140%)
and if paid between day one hundred twenty-one and the maturity date, then the premium increases to one hundred forty-five percent
(145%). After the maturity date, the note cannot be repaid without the holder’s consent and the payment premium increases
to one hundred fifty percent (150%). Upon and event of default or after the maturity date, the interest rate shall adjust to eighteen
percent (18%) per annum and compound quarterly. In addition, a ten percent (10%) broker commission was paid to Wellington Shields
& Co. LLC, which is being amortized over the life of the note. As of December 31, 2015, the total accrued interest on the
note was $8,581. This note was not repaid at maturity and is in default, however it cannot be converted until 180 days after the
maturity date.



F-14






On
July 10, 2015 the Company entered into a secured convertible debenture with Group 10 Holdings, LLC with a principal balance of
$275,000, less a ten percent (10%) original issue discount and is due on or before July 10, 2016. Group10 Holdings, LLC was granted
a security interest in the South African agreement sub-licensed by AMG Energy Group. This note accrues interest at a rate of twelve
percent (12%) per annum and is convertible into the Company common stock one hundred eighty (180) days after the issuance date
in whole or in part at the option of the holder at a conversion price equal to forty-two cents ($0.42); provided, however, that
if the closing price is less than forty cents ($0.40) for any three (3) consecutive trading days, then the conversion price shall
adjust to the lowest trading day price during the thirty-five (35) trading days prior, less a forty-five percent (45%) discount.
Repayment of the note includes a prepayment penalty if the note is paid back within the first one hundred eighty (180) days and
cannot be repaid after day one hundred eighty (180) without the holders consent. The prepayment penalty if paid back within the
first ninety (90) days is equal to one hundred five percent (105%) of the principal balance; paid between day ninety-one (91)
and day one hundred twenty (120) the prepayment penalty is equal to one hundred fifteen percent (115%) of the principal balance;
paid between day one hundred twenty-one (121) and day one hundred seventy-nine (179) the prepayment penalty increases to one hundred
twenty-five percent (125%) of the principal balance. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. As of December 31, 2105, the total accrued interest
on the note was $15,460. On January 13, 2016, Group 10 Holdings, LLC converted $20,000 of its principal balance into 157,418 shares
of unrestricted common stock. On January 20, 2016, the Company satisfied the debenture in full with a payment of $340,468, which
represented a $255,000 principal payments and $85,068 in interest and penalties.



On
July 27, 2015, the Company entered into a convertible debenture with Adar Bays, LLC with a principal balance of $100,000 due on
or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the Company’s
common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder at a conversion
price equal to sixty percent (60%) of the lowest trading day price during the twenty (20) trading days preceding the conversion
date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then a premium of one
hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one (91) and one hundred
fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred fifty-two (152)
and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity date, the note
cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent (150%). Upon
and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%) and the interest
rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. As of December 31, 2105, the total accrued interest
on the note was $3,441. In January 2016, the Company paid the debenture in full with a payment of $149,022, which represented
a $100,000 principal payment and $49,022 in interest and penalties.



On
July 27, 2015, the Company entered into a convertible debenture with Union Capital, LLC with a principal balance of $100,000 due
on or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the Company’s
common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder at a conversion
price equal to sixty percent (60%) of the lowest trading day price during the twenty (20) trading days preceding the conversion
date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then a premium of one
hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one (91) and one hundred
fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred fifty-two (152)
and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity date, the note
cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent (150%). Upon
and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%) and the interest
rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission was paid to Wellington
Shields & Co. LLC, which is being amortized over the life of the note. As of December 31, 2105, the total accrued interest
on the note was $3,441. In January 2016, the Company paid the debenture in full with a payment of $148,748, which represented
a $100,000 principal payment and $48,748 in interest and penalties.



F-15






On
July 27, 2015, the Company entered into a convertible debenture with LG Capital Funding, LLC with a principal balance of $105,000
due on or before March 27, 2016. The note accrues interest at a rate of eight percent (8%) per annum and is convertible into the
Company’s common stock commencing on the 6 month anniversary of the note, in whole or in part at the option of the holder
at a conversion price equal to sixty percent (60%) of the lowest trading day price during the fifteen (15) trading days preceding
the conversion date. The note also carries a payment premium, wherein if the note is paid before the ninetieth (90) day, then
a premium of one hundred thirty-five percent (135%) in addition to outstanding interest is due. If paid between day ninety-one
(91) and one hundred fifty-one (151) the premium increases to one hundred forty percent (140%) and if paid between day one hundred
fifty-two (152) and the maturity date, then the premium increases to one hundred forty-five percent (145%). After the maturity
date, the note cannot be repaid without the holder’s consent and the payment premium increases to one hundred fifty percent
(150%). Upon and event of default or after the maturity date, the outstanding principal due shall increase by ten percent (10%)
and the interest rate shall adjust to twenty-four percent (24%) per annum. In addition, a ten percent (10%) broker commission
was paid to Wellington Shields & Co. LLC, which is being amortized over the life of the note. As of December 31, 2105, the
total accrued interest on the note was $3,613. In January 2016, the Company paid the debenture in full with a payment of $156,462,
which represented a $105,000 principal payment and $51,462 in interest and penalties.



On
August 10, 2015, the Company entered into a convertible debenture with Vis Vires Group, Inc. with a principal balance of $104,000
due and payable on or before May 4, 2016. The note accrues interest at a rate of eight percent (8.0%) per annum and is convertible
into the Company’s common stock, after 180 days, in whole or in part at the option of the holder at a conversion rate equal
to the average of the three (3) lowest trading day prices during the ten (10) trading days preceding the conversion date, less
a thirty-nine percent (39%) discount. The note also carries a prepayment penalty of one hundred thirty percent (130%) of the then
outstanding principal and interest balance due, if the notes are paid back within the first one hundred eighty (180) days. After
the first 180 days, the then outstanding principal and interest balance shall bear interest at a rate of twenty-two percent (22.0%)
per annum and cannot be paid until maturity. As of December 31, 2105, the total accrued interest on the note was $3,054. In January
2016, the Company paid the debenture in full with a payment of $139,303, which represented a $104,000 principal payment and $35,303
in interest and penalties.



On
October 29, 2015, the Company entered into a thirty (30) day convertible debenture with a shareholder of the Company with a $90,000
principal balance. The note does not accrue interest and is convertible into 250,000 shares of the Company’s common stock
if it is not repaid at maturity. On December 8, 2015 the principal balance of $90,000 was converted into 250,000 shares of the
Company’s common stock.



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, 2015, the Company had 41,084,279 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 year ended December 31, 2014 and the three months ended March 31, 2015, the Company had sold 3,203,295
and 0 shares of Common Stock through the Offering for aggregate proceeds of $2,402,180 and $0.00, respectively, of which 5,000
is a stock subscription receivable. The Offering was terminated in March 2015.



F-16






During
the fiscal year ended December 31, 2014, the Company issued an aggregate of 5,689,503 shares of its common stock for services
valued at $6,027,587. Subsequently, in February 2015, 4,000,000 of these shares were returned to the company for rescission by
a consultant. In September 2015, 2,000,000 warrants were issued to said consultant as a result of a dispute over the terms of
the rescission. 1,000,000 of these warrants have an exercise price of $0.40 per share and the remaining 1,000,000 warrants have
an exercise price of $0.65 per share and all are for a period of five (5) years. Using a Black-Scholes asset pricing model, this
agreement was valued at $767,705.



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 was being amortized over
the life of the agreement. In April 2015, the Company received notice that EraStar, Inc. terminated this agreement and returned
100,000 shares of Company common stock for cancellation and also forfeited the warrant agreement to purchase 500,000 shares of
common stock, which has a remaining value of 255,612.



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. As of December 31, 2015, the Company has sold 2,460,199 units for aggregate proceeds of $850,209. The
offering is ongoing.



In
November 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 C Warrant convertible
to .5 Common Share at an exercise price of $0.45 and one (1) three-year series D Warrant convertible to .5 Common Share at an
exercise price of $0.65. As of December 31, 2015, the Company has sold 960,897 units for aggregate proceeds of $312,000. The offering
is ongoing.



In
the year ended December 31, 2015, the Company canceled a net of 997,555 shares of common stock in connection with certain ongoing
litigation. 497,555 shares were canceled in connection with a certain acquisition and 500,000 shares issued for services were
also canceled.



In
the year ended December 31, 2015, the Company issued an aggregate of 1,670,000 shares of its common stock for services valued
at $850,400 and received $5,000 worth of services for stock subscriptions receivable.



In
the year ended December 31, 2015, the Company issued an aggregate of 2,130,000 warrants for services. Using a Black-Scholes asset
pricing model, these warrants were valued at $1,306,993. These warrant agreements have terms ranging from three years (3) to five
years (5) with exercise prices ranging from forty cents ($0.40) to one dollar fifty cents ($1.50) per share.



In
the year ended December 31, 2015, the Company issued an aggregate of 500,000 shares of its common stock valued at $240,000 in
accordance with its 2012 Employee, Director Stock Plan.



In
the year ended December 31, 2015, the Company issued options to its independent directors to purchase an aggregate of 425,690
shares of common stock for a period of three (3) years at average exercise price of $0.45. In addition, the Company also approved
employee stock options to purchase 1,875,000 shares of common stock at an average exercise price of $0.45 and terms ranging from
three (3) to ten (10) years. 1,541,666 of these options are vested, with the remaining 333,334 vesting in the first quarter of
2016. Using a Black-Scholes asset pricing model, these agreements were valued at $625,575.



In
the year ended December 31, 2015, a $90,000 convertible note converted to 250,000 shares of common stock. 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 instruments 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-17






NOTE
7 – SEGMENT INFORMATION



|                                                              |  | December 31, |          
|------------------------------------------------------------- |  | ------------ | ---------
|                                                              |  | 2015         |          
|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.                                 |  | $            | 5,119,008
|Carbolosic Plant 1, LLC                                       |  |              | 66,664   
|AMG Energy Group, LLC                                         |  |              | 221,127  
|Central Florida Institute of Science and Technology,
    Inc. |  |              | 419,642  
|Total Net Losses                                              |  |              | 5,826,441
|Total Assets:                                                 |  |              |          
|Alliance BioEnergy Plus, Inc.                                 |  | $            | 728,575  
|Carbolosic Plant 1, LLC                                       |  |              | 130,789  
|AMG Energy Group, LLC                                         |  |              | 7,444,581
|Central Florida Institute of Science and Technology,
    Inc. |  |              | 520,711  
|Total Net Assets                                              |  |              | 8,824,656



NOTE
8 – INCOME TAXES



The
reconciliation of income tax benefit at the U.S. statutory rate of 34% for the years ended December 31, 2015 and 2014 to the Company’s
effective tax rate is as follows:



|                                          |  | Years Ended       |    
|----------------------------------------- |  | ----------------- | ---
|                                          |  | December 31, 2015 |    
|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, 2015 |           
|Federal                        |  |                   |           
|Current                        |  | $                 | -         
|Deferred                       |  |                   | (1,647,120
|State                          |  |                   |           
|Current                        |  |                   | -         
|Deferred                       |  |                   | (290,668  
|Change in valuation allowance  |  |                   | 1,937,788 
|Income tax provision (benefit) |  | $                 | -         



The
tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2015
and 2014 are as follows:





|                                     |  | Years Ended       |           
|------------------------------------ |  | ----------------- | ----------
|                                     |  | December 31, 2015 |           
|Deferred tax asset                   |  |                   |           
|Net operating loss carryovers        |  | $                 | 6,821,119 
|Total deferred tax assets            |  |                   | 6,821,119 
|Valuation Allowance                  |  |                   | (6,821,119
|Deferred tax asset, net of allowance |  | $                 | -         



F-18






As
of December 31, 2015 and 2014, the Company had $17,052,797 and $12,208,326 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



In
August 2015, the Company renewed its lease for a period of thirty-six (36) months from August 5, 2015 through July 31, 2018. Annual
rent commenced at approximately $48,925 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
connection with the renewed lease agreement for the corporate office location, the Company agreed to cancel its lease for additional
office space at the same location. This lease period was for fifty-four (54) months from May 1, 2014 through October 31, 2018.
The rent commencement date was November 1, 2014 and annual rent commenced at approximately $51,338 per annum and increased on
a year-to-year basis by three percent (3%) over the Base Year.



EK
Laboratories leases office and warehouse space in Longwood, FL, which serves as the Company’s 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.



Rent
expense for the year ended December 31, 2015 and December 31, 2014 was $122,165 and $90,396 respectively.



As
of December 31, 2015, the total future minimum lease payments in respect of leased premises are as follows:



|YEAR ENDED |  |   | MINIMUM
                                         DUE | 
|---------- |  | - | ---------------------------------------------------- | 
|2016       |  |   | 118,892                                              | 
|2017       |  |   | 120,380                                              | 
|2018       |  |   | 36,055                                               | 
|2019       |  |   | -                                                    | 
|           |  |   |                                                      | 
|TOTAL      |  | $ | 275,327                                              | 



F-19






NOTE
10 – RELATED PARTY TRANSACTIONS



Related
Transactions



1)	
Mark W. Koch, Daniel de Liege and Johan Sturm are principals of AMG Energy Solutions, Inc, which owns 43% of AMG Energy Group,
LLC. The company owns the remaining 51% of AMG Energy Group, LLC (see NOTE 4, above).



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



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



3)	In
January 2015, the Company entered into a consulting agreement with Prelude Motorsports, Inc. calling for semi-monthly payments
of $10,000. Under the terms of the consulting agreement, the consultant will review and provide input on a variety of areas including
corporate structure, marketing materials, website and promotional pieces; provide introductions to various organizations and individuals
who might support the Company’s business development efforts.



4)
In November 2015, the Company issued a short-term, unsecured note payable to a shareholder of the company. The principal amount
of the note was $10,290, accrued interest at 5% per annum and had a term of one-year. On December 8, 2015, the note was paid in
full along with $32 in interest.



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.



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



|                                                                                                 |  | December 31, 2015 |        |  | December 31, 2014 |  
|------------------------------------------------------------------------------------------------ |  | ----------------- | ------ |  | ----------------- | -
|                                                                                                 |  |                   |        |  |                   |  
|Carrying amounts of major classes of assets included as part of discontinued
    operations      |  |                   |        |  |                   |  
|Prepaid expenses                                                                                 |  |                   | -      |  |                   |  
|Total assets of the discontinued operation                                                       |  | $                 | -      |  |                   | $
|                                                                                                 |  |                   |        |  |                   |  
|Carrying amounts of major classes of liabilities included as part of discontinued
    operations |  |                   |        |  |                   |  
|Accounts payable and accrued liabilities                                                         |  | $                 | 36,148 |  |                   | $
|Total liabilities of the discontinued operation                                                  |  | $                 | 36,148 |  |                   | $





F-20






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



|                                                                              |  | December 31, |        
|----------------------------------------------------------------------------- |  | ------------ | -------
|                                                                              |  | 2015         |        
|Major line items constituting pretax profit (loss) of discontinued operations |  |              |        
|Revenue                                                                       |  | $            | -      
|Cost of Sales                                                                 |  |              | -      
|Selling, general and administrative                                           |  |              | (31,731
|Interest expense                                                              |  |              | -      
|Loss on impairment                                                            |  |              | -      
|Debt forgiveness from legal settlement                                        |  |              | 700,000
|Loss from discontinued operations                                             |  | $            | 668,269



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:



In
January 2016, the Company sold 500,000 units for $89,000 in connection with its 3rd round offering.



In
January 2016, the Company issued 415,000 shares of common stock for services valued at $164,500.



In
January 2016, Iconic Holdings, LLC converted $95,000 of the convertible debenture’s principal balance into 891,042 shares
of unrestricted common stock and the remaining balance of the note was repaid in full. The total amount paid was $140,950, which
represented a $70,000 principal payment and $70,950 in interest and penalties.



In
January 2016, Group 10 Holdings, LLC converted $20,000 of the convertible debenture’s principal balance into 157,418 shares
of unrestricted common stock and the remaining balance of the debenture was paid in full with a payment of $340,468, which represented
a $255,000 principal payments and $85,068 in interest and penalties.



In
January 2016, the Company paid the Adar Bays, LLC convertible debenture in full with a payment of $149,022, which represented
a $100,000 principal payment and $49,022 in interest and penalties.



In
January 2016, the Company paid the Union Capital, LLC convertible debenture in full with a payment of $148,748, which represented
a $100,000 principal payment and $48,748 in interest and penalties.

In
January 2016, the Company paid the LG Capital, LLC convertible debenture in full with a payment of $156,462, which represented
a $105,000 principal payment and $51,462 in interest and penalties.



In
January 2016, the Company paid the St George Investments, LLC short term note in full with a payment of $306,890, which represented
a $265,000 principal balance and $41,890 in interest and penalties.



In
January 2016, the Company paid the Vis Vires Group, Inc convertible debenture in full with a payment of $139,303, which represented
a $104,000 principal payment and $35,303 in interest and penalties.



In
March 2016, the Company sold 7,435,570 shares of common stock along with 9,000,000 warrants for $1,531,470 in connection with
its 5th round offering. These shares were issued with certain anti-dilution protection.



In
March 2016, the Company sold Carbolosic Plant 1, LLC to Carbolosic Energy 1, LLLP in satisfaction of the loans made to Carbolosic
Plant 1, LLC that totaled in aggregate $1,250,000.



In
March 2016, the board of directors appointed Joseph Walsh as a member of the board.



In
March 2016, Mark Koch resigned from the board of directors.



In
March 2016, JSJ Investment, Inc. converted $25,000 of its convertible debt for 195,924 shares of unrestricted common stock. The
conversion violated the terms of the debt agreement and the Company and its counsel have notified JSJ of the violation of the
agreement and fully intend to recoup all of the issued shares.



Through
the date of filing, the Company sold 1,225,001 units for $294,000 in connection with its 4th round offering.



F-21






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 not effective as of December 31, 2015 to a reasonable assurance
level to enable the Company to record, process, summarize and report information required under the Securities and Exchange Commission’s
rules in a timely fashion. This conclusion resulted from the lack of separation of duties within the Company and lack of a functioning
Audit Committee.



(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.                                                                                                                                                                                                                                                



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.



23






As
of December 31, 2015, management assessed the effectiveness of the Company’s internal control over financial reporting using
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013) 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.



(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



24






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  |  | 49  |  | Chief
    Executive Officer, President and Director
|Charles
    F. Sills |  | 71  |  | Director                                           
|George
    D. Bolton |  | 66  |  | Director                                           
|Joseph
    Walsh     |  | 65  |  | Director                                           



Daniel
de Liege became President, Secretary and a director of the Company in April 2012 and became Chief Financial Officer in April
2014. He has also served as Chief Executive Officer of the Company from April 2012 through February 2015 and April 2015 to present.
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.



Charles
F Sills became a director of the Company in July 2015. Mr. Sills has extensive experience planning and directing international
industrial, infrastructure, environmental and energy initiatives, having served as a member of the Danube Task Force, the governing
council that ran the Danube Basin Environmental Restoration Program led by the World Bank, the European Bank for Reconstruction
& Development and the UN Development Program, involving 13 countries from Austria to Moldova. He also served on the Japan-U.S.
Joint Fund for Social & Economic Development in Central/Eastern Europe, the Helsinki Commission focused on the environmental
clean-up of the Baltic Sea, the Kaliningrad Defense Conversion Initiative, and the NGO Delegation to NAFTA, where he helped draft
the Environmental Supplements. Mr. Sills was responsible for securing major funding support for the Smithsonian Institute’s
biodiversity preservation/cancer cure research program in Brazil’s Amazon region; for the Sassari, Sardinia symposium on
ozone depletion organized by the International Council of Scientific Unions; and for the White House Presidential Awards program
sponsored by the President’s Council on Sustainable Development.



Mr.
Sills has been engaged in the renewable energy sector since the 1980’s, when he led the Martin Marietta Aerospace (now Lockheed
Martin) team that won the contract for and installed the world’s largest (at that time) solar photovoltaic energy installation,
under a pilot program co-funded by the U.S. and Saudi Arabian Governments; researched and wrote a worldwide survey of renewable
energy technologies and commercialization opportunities; and testified before Congress on the need for pro-active U.S. Government
support for advanced renewable energy R&D and demonstration programs. Currently, he serves on both the Defense & Security
Advisory Committee and the International Advisory Committee for the American Council on Renewable Energy (ACORE); and serves as
a Board Member and Advisor on Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where he has planned
and moderated conferences on “Doing Business with the BRICS (Brazil, Russia, India, China and South Africa)”, and
energy and infrastructure investment opportunities associated with the “New Silk Road”.



He
has extensive experience in Government Contracting, and an advocate for Small Business access to Federal and Military contracting
opportunities, serving as a member of the U.S. Chamber of Commerce’s Small Business Council, and an observer to the White
House sponsored Inter-Agency Task Force on Veterans Business Development. He is President of FED/Contracting LLC, a consultancy
that assists Small Businesses in partnering with Prime Contractors, and helps the Prime Contractors qualify Veteran and Minority
vendors as teammates for project opportunities with mandated Diversity Supplier content. Based on the U.S. Defense Dept. ‘Mentor-Protégé’
program that he managed, Trillacorpe Construction, a Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense
Department Nunn-Perry Award for “superior performance in the areas of business growth and return on investment, Government
contracting, technical performance and quality management”.



George
D. Bolton became a director of the Company in July 2015. Prior to becoming a director of the Company, Mr. Bolton is a seasoned
business professional with significant experience in production agriculture. From the management of fertilizer and chemical plants,
to the development and integration of a precision farming system for a national fertilizer and chemical distribution company,
George has worked to develop and integrate new technologies for agriculture.



25






Recognizing
the impact carbon intensity would have on agriculture, Mr. Bolton was one of the founders of AgCert International, and co-author
of the first agricultural baseline methodology approved by the United Nations Framework Convention on Climate Change (UNFCC) AM0016:
Greenhouse gas mitigation from improved animal waste management systems in confined animal feeding operations. Under his direction
this methodology was the catalyst which allowed AgCert International to construct over 725 biodigesters impacting more than 94%
of the qualifying concentrated animal feeding operations in Mexico and Brazil. The construction and operation of these biogiesters
dramatically improved each farms local environment impact while also lowering their carbon intensity. The cooperation between
AgCert and the local farmers enabled the use of the Clean Development Mechanism of the UNFCC to produce and market millions of
certified emissions for the purchasers, as well as covering the costs of each farms biodigesters.



Joseph
Walsh became a director of the Company in March 2016. Mr. Walsh has been a principal of United States Regional Economic Development
Authority since its founding in February 2009. Throughout his career of more than thirty years he has managed and owned public
and private corporations in the US, Canada and the UK. Mr. Walsh was formally trained as an Electrical Engineer, but started his
career with successful ventures in the fields of Marketing and Advertising. In the late 1990s and early 2000s, Mr. Walsh founded
several startup computer and graphics firms, and served as President and CEO for each company as he brought them to the public
markets. He subsequently managed numerous successful mergers of public companies, and has accumulated extensive experience in
merger and acquisition strategy as a result.



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, 2015, all reports required to be filed were filed on a timely basis.



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.



26






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, 2015, 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



|Principal Position |  | Year |      |  | Salary |  |         | Bonus |  |  | Stock Awards |  |  | Option Awards |                                                        |  | Non-Equity Incentive Plans |  |         | Non-Qualified Deferred Comp
    on Earnings |  |  | Other |  |  | Total |  
|------------------ |  | ---- | ---- |  | ------ |  | ------- | ----- |  |  | ------------ |  |  | ------------- | ------------------------------------------------------ |  | -------------------------- |  | ------- | ------------------------------------------- |  |  | ----- |  |  | ----- | -
|                   |  |      |      |  |        |  |         |       |  |  |              |  |  |               |                                                        |  |                            |  |         |                                             |  |  |       |  |  |       |  
|Daniel de Liege    |  |      | 2015 |  |        |  | 240,000 |       |  |  | 3,508        |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|(President / CEO)  |  |      | 2014 |  |        |  | 200,000 |       |  |  | -            |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|                   |  |      | 2013 |  |        |  | -       |       |  |  | -            |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|                   |  |      | 2012 |  |        |  | -       |       |  |  | -            |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|                   |  |      |      |  |        |  |         |       |  |  |              |  |  |               |                                                        |  |                            |  |         |                                             |  |  |       |  |  |       |  
|Mark Koch (2)      |  |      | 2015 |  |        |  | -       |       |  |  | -            |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|(Former Director)  |  |      | 2014 |  |        |  | 200,000 |       |  |  | -            |  |  |               | -                                                      |  |                            |  | -       |                                             |  |  | -     |  |  |       | -
|                   |  |      |      |  |        |  |         |       |  |  |              |  |  |               |                                                        |  |                            |  |         |                                             |  |  |       |  |  |       |  
|Charles F. Sills   |  |      | 2015 |  |        |  | 18,333  |       |  |  | -            |  |  |               | -                                                      |  |                            |  | 45,641  |                                             |  |  | -     |  |  |       | -
|                   |  |      |      |  |        |  |         |       |  |  |              |  |  |               |                                                        |  |                            |  |         |                                             |  |  |       |  |  |       |  
|George D. Bolton   |  |      | 2015 |  |        |  | -       |       |  |  | -            |  |  |               | -                                                      |  |                            |  | 65,576  |                                             |  |  | -     |  |  |       | -
|                   |  |      |      |  |        |  |         |       |  |  |              |  |  |               |                                                        |  |                            |  |         |                                             |  |  |       |  |  |       |  
|Joseph McNaney     |  |      | 2015 |  |        |  | -       |       |  |  | -            |  |  |               | -                                                      |  |                            |  | 767,705 |                                             |  |  | -     |  |  |       | -
|(Former Director)  |  |      | 2014 |  |        |  | 180,000 |       |  |  | -            |  |  |               | 4,200,000
                                         (1) |  |                            |  | -       |                                             |  |  | -     |  |  |       | -





| | (1) | The stock award was rescinded in February 2015                                                                                                
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                               
| | (2) | A company owned by Mark Koch entered into a consulting agreement
    with the Company in January 2015, calling for monthly payments of $20,000





27






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, 2015. 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
and replaced with two (2) warrant agreements to purchase an aggregate of 2,000,000 shares of common stock at exercise prices ranging
from $0.40 to $0.65 with five (5) year terms. The warrant agreements were valued at $767,705.



In
March 2015, the Company’s Board of Directors approved a resolution to compensate the board’s independent directors
with cash or equity per quarter under the Company’s 2012 Employee, Director Stock Plan. During the fiscal year ended December
31, 2015, the company has issued to its current and former independent directors, eight (8) options to purchase an aggregate of
425,690 shares of common stock for a period of three (3) years at an average exercise price of $0.45



In
January 2016, the Company’s Board of Directors approved a resolution to compensate the Company’s CEO with 250,000
fully vested warrants at an exercise price of $0.30 for a period of five (5) years.



Additional
Narrative Disclosures



A
majority of the Company’s employees, including its executive officers, have entered into employment contracts with the company.
The company does not offer any benefits package, deferred compensation or retirement plan at this time.



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 the date
of filing, 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                                      |  |                  | 5,337,005  |  |             |   | 7.349  | %       
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             | . |        |         
|West Palm Beach , FL 33401                           |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|Joseph Walsh (5)                                     |  |                  | 20,944,308 |  |             |   | 28.840 | %       
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             |   |        |         
|West Palm Beach, FL 33401                            |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|Charles F. Sills                                     |  |                  | 100,000    |  |             |   | **     |         
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             |   |        |         
|West Palm Beach, FL 33401                            |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|George D. Bolton                                     |  |                  | 157,506    |  |             |   | **     |         
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             |   |        |         
|West Palm beach, FL 33401                            |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|All officers and directors as a group (four persons) |  |                  | 26,538,819 |  |             |   | 36.544 | %       
|                                                     |  |                  |            |  |             |   |        |         
|Mark W. Koch (3)                                     |  |                  | 4,219,175  |  |             |   | 5.810  | %       
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             |   |        |         
|West Palm Beach , FL 33401                           |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|Johan Sturm (4)                                      |  |                  | 4,893,783  |  |             |   | 6.739  | %       
|400 N. Congress Ave., Suite 130                      |  |                  |            |  |             |   |        |         
|West Palm Beach , FL 33401                           |  |                  |            |  |             |   |        |         
|                                                     |  |                  |            |  |             |   |        |         
|** less than one percent                             |  |                  |            |  |             |   |        |         



| | (1) | This
                                         table is based upon 51,708,310 shares of common stock issued and outstanding and 20,913,457
                                         warrants and options vested and exercisable as of the date of filing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (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.



28






| | (3) | Includes
                                         1,666,142 Shares owned by Mark W. Koch, 1,505,577 shares owned by MWK Holdings, Inc.,
                                         500,000 shares owned by MWK Holdings 1, LLC, and 678,580 shares owned by CTWC, LLC.,
                                         the beneficial owner of which is Mark Koch.                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (4) | Includes
                                         2,899,766 shares owned by Willem Johan Sturm and Marie M Veronique Sturm and 2,005,132
                                         shares owned by Animated Family Films, Inc., the beneficial owner of which is Johan Sturm.
                                         Johan Sturm resigned as a director of the Company on November 10, 2014.                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (5) | Includes
                                         6,638,821 shares and 6,087,702 fully vested and exercisable warrants owned by United
                                         States Regional Economic Development Authority, LLC and 3,717,785 shares and 4,500,000
                                         fully vested and exercisable warrants owned by Carbolosic Energy 1, LLLP of which the
                                         beneficial owner is Joseph Walsh.



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.	In
January 2015, the Company entered into a consulting agreement with Prelude Motorsports, Inc. calling for semi-monthly payments
of $10,000. Under the terms of the consulting agreement, the consultant will review and provide input on a variety of areas including
corporate structure, marketing materials, website and promotional pieces; provide introductions to various organizations and individuals
who might support the Company’s business development



2.	Throughout
2013, the Company issued unsecured short-term notes payable to various related parties, including officers and directors of the
Company, with a term of one year, which have since been extended. At September 30, 2015, there was one consolidated note outstanding
to Palm Beach Energy Solutions, LLC. The note has an outstanding principal balance of $71,000 and bears interest at a rate of
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, EK Laboratories, Inc. (“EK”), a Florida corporation, was created as a wholly owned subsidiary of AMG
Energy Group, LLC. EK 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.



5.	In
November 2015, the Company issued a short-term, unsecured note payable to a shareholder of the company. The principal amount of
the note was $10,290, accrued interest at 5% per annum and had a term of one-year. On December 8, 2015, the note was paid in full
along with $32 in interest.



29






Director
Independence



The
Company currently has three (3) independent directors within the meaning of Nasdaq Marketplace Rule 4200. Although there are only
three (3) independent directors, due to the business and financial expertise of the CEO, the company feels that the current board
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, 2015 and review its interim financial statements for the
first, second and third quarters of 2016 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, 2014 and review its interim financial statements for the first, second and third quarters of 2015 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



During
the past fiscal year, $4,500 was billed by the Company’s auditors for tax preparation fees for the fiscal year ended December
31, 2015.



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, 2015, 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.



30






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, 2015 and 2014                                                          
|                                                                                                                          
|Consolidated
    Statements of Operations for the years ended December 31, 2015 and December 31, 2014                     
|                                                                                                                          
|Consolidated
    Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015 and December 31, 2014
|                                                                                                                          
|Consolidated
    Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014                     
|                                                                                                                          
|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.



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



31






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                               
| |                                  
| |                                  
| |                                  
| | Date                             
| |                                  
| | By                               
| |                                  
| |                                  
| |                                  
| | Date                             



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 Liege                                                                
| | ---- | ---------------------------------------------------------------------------------------
| |      | Daniel
    de Liege                                                                    
| |      | Chief
    Executive Officer, Chief Financial Officer, President, Secretary and Director
| |      |                                                                                        
| | Date | November
    9, 2016                                                                   
| |      |                                                                                        
| | By   | /s/
    Troy Lorenz                                                                    
| |      | Troy
    Lorenz                                                                        
| |      | Director                                                                               
| |      |                                                                                        
| | Date | November
    9, 2016                                                                   
| |      |                                                                                        
| | By   | /s/
    George D. Bolton                                                               
| |      | George
    D. Bolton                                                                   
| |      | Director                                                                               
| |      |                                                                                        
| | Date | November
    9, 2016                                                                   
| |      |                                                                                        
| | By   | /s/
    Charles F. Sills                                                               
| |      | Charles
    F. Sills                                                                   
| |      | Director                                                                               
| |      |                                                                                        
| | Date | November
    9, 2016                                                                   



32