United States securities and exchange commission logo





                              March 3, 2021

       Benjamin Slager
       Chief Executive Officer
       Alliance BioEnergy Plus, Inc.
       3710 Buckeye Street, Suite 120
       Palm Beach Gardens, FL 33410

                                                        Re: Alliance BioEnergy
Plus, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form 10-12G
                                                            Filed February 16,
2021
                                                            File No. 000-54942

       Dear Mr. Slager:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form 10-12G filed February
16, 2021

       Cover Page

   1.                                                   We note your revised
cover page and response to prior comment 1 and reissue in part.
                                                        Please update your
cover page so that it is consistent with the current Form 10
                                                        requirements. Of note,
you still do not have the required emerging growth company
                                                        language on the cover
page indicating whether or not you are electing to use the
                                                        extended transition
period for complying with any new or revised financial accounting
                                                        standards provided
pursuant to Section 13(a) of the Exchange Act.
       Item 1. Business, page 3

   2.                                                   We note your response
to prior comment 8 and revised disclosure and reissue in
                                                        part. With reference to
Article IV.A.2 of Exhibit 2(b), please revise to discuss briefly the
                                                        events leading to the
bankruptcy. Also, revise to provide a discussion of the material terms
                                                        of your plan of
reorganization following bankruptcy in the Business section, including
 Benjamin Slager
Alliance BioEnergy Plus, Inc.
March 3, 2021
Page 2
      quantifying the aggregate amount of debt that you may be required to pay
back depending
      on your future revenues and profits. Also explain how it will be
determined whether these
      payments will be made out of revenues or profits.
Item 6. Executive Compensation, page 21

3.    We note your updated table on page 22 in response to prior comment 17 and
reissue in
      part. Please update your Outstanding Equity Awards for Fiscal Year End
2020. In
      addition, please provide the disclosure required by Item 402(d)-(g) of
Regulation S-K to
      the extent applicable.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 33

4.    We note your response to prior comment 20. However your current
disclosure indicates
      that there were no changes in accountants. Please revise the filing to
provide the
      disclosures required by Item 304 of Regulation S-K in your Form 10 and
include Exhibit
      16.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Joe McCann at 202-551-6262 with any
other questions.



                                                           Sincerely,
FirstName LastNameBenjamin Slager
                                                           Division of
Corporation Finance
Comapany NameAlliance BioEnergy Plus, Inc.
                                                           Office of Life
Sciences
March 3, 2021 Page 2
cc:       Rob Diener, Esq.
FirstName LastName