-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INmCWcssfg6xdH05PD6ntccmBSrmb5BPN/Xt+YoCDcVnmOwaCr7ZPnLSv6brF7xr 76WQJlhCYPmSKJZZjl1lXA== 0001072588-09-000355.txt : 20090828 0001072588-09-000355.hdr.sgml : 20090828 20090828121555 ACCESSION NUMBER: 0001072588-09-000355 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090826 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090828 DATE AS OF CHANGE: 20090828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTUM BIOFUELS, INC. CENTRAL INDEX KEY: 0000813718 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841069035 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 091042132 BUSINESS ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD. STREET 2: SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 BUSINESS PHONE: 281 334 5161 MAIL ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD. STREET 2: SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 FORMER COMPANY: FORMER CONFORMED NAME: TONGA CAPITAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 mmbf8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 26, 2009 MOMENTUM BIOFUELS, INC. (Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035 - ------------------------------------- ---------------------- --------------------------------- (State or other jurisdiction of (Commission File (IRS Employer Identification incorporation) Number) Number)
4700 New W. Drive, Pasadena, TX 77507 ------------------------------------- (Address of Principal Executive Offices) (Zip Code) (281) 334-5161 -------------- Registrant's telephone number, including area code (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 - Entry into a Material Definitive Agreement. Agreement On August 25, 2009, Momentum BioFuels, Inc. (the "Registrant") entered into an Agreement with Hunt Global Resources, Inc. ("Hunt") that provides for Hunt to assume certain liabilities and obligations as described below. In July 2008, the Registrant issued $600,000 in convertible promissory notes. The Convertible Notes have a 10% annual interest rate, that is to be paid quarterly and a due date of May 1, 2013. The Convertible Notes are convertible into shares of the Registrant's common stock at a rate of $0.40 per share ("conversion price"). As part of the Agreement, Hunt has agreed to assume the obligations under the $600,000 in Convertible Promissory Notes, including any unpaid interest and/or penalties. In addition to the $600,000 in convertible promissory notes, Hunt has agreed to assume the Registrant's obligations under $220,000 in outstanding promissory notes. In addition, as part of the Agreement, Hunt has agreed to assume all of the Registrant's obligations and commitments under the sub-lease agreement for its production facilities. This includes any and all past due rent, assessments and any other charges due. In exchange for the assumption of the Registrant's obligations under the Convertible Promissory Notes and the lease agreement, the Registrant has agreed to issue Hunt shares of the Registrant's restricted common shares equal to either 39% of the issued and outstanding stock of the Registrant or 40,000,000 shares of the Registrant's common stock, whichever is greater. As part of the Agreement, the Registrant and Hunt have entered into a License Agreement, see below. License Agreement On August 25, 2009, as part of the Agreement with Hunt, the Registrant entered into a License Agreement (the "License Agreement") with Hunt. The License Agreement provides Hunt with the exclusive right to use, improve, sub-license and commercialize the Registrant's Intellectual Property for a period of ten (10) years. In exchange for the License Agreement, the Registrant will receive royalty equal to 3% of the gross and collected revenue for all bio-diesel and related products produced by Hunt and 3% of the gross revenue collected by Hunt the "Commercial Sand" business of Hunt. The royalties are to be paid on a quarterly basis during the term of the License Agreement. SECTION 3 - SECURITIES AND TRADING MARKETS Item 3.02 Unregistered Sales of Equity Securities. Issuance of Common Stock As part of the Agreement entered into by the Registrant with Hunt, the Registrant will issue shares of the Registrant's restricted common shares equal to either 39% of the issued and outstanding stock of the Registrant or 40,000,000 shares of the Registrant's common stock, whichever is greater. On August 25, 2009, the Registrant had approximately 47,724,444 shares issued and outstanding. As a result of the Agreement, the Registrant will issue 40,000,000 shares of its restricted common stock to Hunt. After the issuance of the shares to Hunt, the Registrant will have approximately 87,724,444 shares issued and outstanding. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.01 - Changes in Control of Registrant. Issuance of Common Stock As part of the Agreement entered into by the Registrant with Hunt, the Registrant will issue shares of the Registrant's restricted common shares equal to either 39% of the issued and outstanding stock of the Registrant or 40,000,000 shares of the Registrant's common stock, whichever is greater. On August 25, 2009, the Registrant had approximately 47,724,444 shares issued and outstanding. As a result of the Agreement, the Registrant will issue 40,000,000 shares of its restricted common stock to Hunt. After the issuance of the shares to Hunt, the Registrant will have approximately 87,724,444 shares issued and outstanding. As a result of the issuance of the shares to Hunt, Hunt now owns approximately 46% of the issued and outstanding common stock of the Registrant and as such has gained voting control of the Registrant. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 - Financial Statements and Exhibits (d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 10.1 Agreement, dated August 25, 2009* 10.2 License Agreement, dated August 25, 2009* - -------------------- *Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. MOMENTUM BIOFUELS, INC. By: /s/ Gregory A. Enders --------------------- Gregory A. Enders, President and Chief Executive Officer Date: August 27, 2009 EX-10.1 2 ex10.txt THIS AGREEMENT is made and entered into this the 25th day of August, 2009, by and between MOMENTUM BIOFUELS, INC. ("Momentum"), a Texas corporation, with offices located at 4700 New West Drive, Pasadena, Texas 77507 and HUNT GLOBAL RESOURCES, INC. ("Hunt"), a Texas corporation, with offices located at Waterway Plaza Two, Suite 325, 10001 Woodloch Forest Drive, The Woodlands, Texas 77380. WITNESSETH WHEREAS, Hunt has agreed to assume Momentum's obligations under that one certain Senior Secured Promissory note in the original principal sum of SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00) together with all unpaid interest and penalties due thereunder, and payable to a group of investors arranged by Bathgate Capital Partners, LLC, of Denver, Colorado, and other specified secured note holders which are attached hereto as Exhibit "A"; and WHEREAS, Hunt has agreed to assume Momentum's obligations under the provisions of that one certain sub-lease agreement between Momentum and Brand Infrastructure and Services, Inc., including all past due rent, assessments and other charges due thereunder; and WHEREAS, Hunt has agreed to the terms and conditions contained in that one certain License Agreement between the parties, a copy of which is attached hereto as Exhibit "B", and incorporated herein and made a part hereof for all purposes as if set out herein in full; and NOW THERFORE, the parties hereto have agreed as follows: 1. For and in consideration of the agreements set out hereinabove and the terms, conditions, compensation and obligations contained in the License Agreement, Momentum shall convey all of its right title and interest in and to all of its physical assets, except those set forth on Exhibit "C", together with intellectual property, processes, techniques and formulas for creating biofuels and related products and agrees to cause to be issued to Hunt a number of shares of its parent, Momentum Biofuels, Inc., a Colorado corporation, $0.01 par value commons stock equal to thirty-nine percent (39%) of the issued and outstanding stock thereof, or Forty Million (40,000,000) shares, whichever is greater. Such stock shall be fully paid, non-assessable and shall be issued subject to a non-dilution agreement in favor of Hunt. 2. The parties have further agreed that Momentum shall retain the right to market bio-diesel and related products produced by Hunt, or its related entities, on a basis acceptable to Hunt in its sole discretion and to market bio-diesel and related products produced by others, provided the terms of such marketing shall be acceptable to Hunt as being non-predatory and in the interest of both parties. 3. This Agreement and all Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral agreements or understandings between the parties relating thereto. The terms and provisions of this Agreement may be modified or amended only by a written instrument executed by each of the parties hereto. 4. In the event that any term or provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and provisions hereof shall not be in any way affected or impaired thereby, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision has never been contained therein. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 6. All notices and other communications hereunder shall be in writing and shall be given by delivery in person or certified mail RRR at the addresses set forth hereinabove, with copy to Michael Littman, Attorney at Law 7609 Ralston Rd Arvada, Co 80002 for notices to Momentum and to Manfred Sternberg Attorney at Law, 701 North Post Oak Road, Houston TX. 77056, for notices to Hunt. 7. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by the duly authorized officer whose signature appears below to be effective as of the date hereinabove written. MOMENTUM BIOFUELS, INC. HUNT GLOBAL RESOURCES, INC. - --------------------------------- ----------------------------------- CEO CEO Exhibit A --------- List of note holders for Momentum Biofuels, Inc. Jeffery O. Ploen $60,000 Darryl Wishnewshy $25,000 Tom Prasil $95,000 Gregory A. Enders $40,000 EX-10.2 3 ex102.txt LICENSE AGREEMENT THIS AGREEMENT is made and entered into this the 25th day of August, 2009, by and between MOMENTUM BIOFUELS, INC. ("Licensor"), a Texas corporation, with offices located at 4700 New West Drive, Pasadena, Texas 77507 and HUNT GLOBAL RESOURCES, INC. ("Licensee"), a Texas corporation, with offices located at Waterway Plaza Two, Suite 325, 10001 Woodloch Forest Drive, The Woodlands, Texas 77380. WITNESSETH WHEREAS, Licensor has invented and owns certain processes, techniques and formulas that combine to create a unique method of producing bio-fuels and derivative products, which combined shall be referred to herein as "Intellectual Property", or "IP", all of which Licensor represents that it has good and marketable title after assumption of its obligations regarding title to the same by Licensee; and WHEREAS, Licensee wishes to acquire the right to use the said Intellectual Property for commercial purposes; NOW THERFORE, the parties hereto have agreed as follows: 1. Licensor hereby conveys to Licensee the exclusive right to use, improve, sub-license and commercialize the Intellectual Property described herein for a period of ten (10) years from the date hereof for and in consideration of the agreements, terms, conditions, compensation and obligations contained in this License Agreement. 2. As consideration for the License herein granted, Licensee agrees to pay to Licensor a royalty equal to three percent (3%) of the gross and collected revenue for all bio-diesel and related products produced by the Licensee and three percent (3%) of the gross revenue collected by the Licensee from the "Commercial Sand" business of Licensee, as described in Licensee's business plan, a copy of which is attached hereto, during the term hereof. The royalties described in this paragraph shall be paid (quarterly on the first month after the end of each calendar quarter, or monthly at the end of the month following each month during the term hereof), during the term of this License and for any period necessary to complete the payment of sums due, but not determined at the time of termination of this License. 3. Licensor agrees to cooperate with Licensee so that Licensee may enjoy to the fullest extent possible, all of the rights to the Intellectual Property. This cooperation includes the obligation on the part of Licensor to promptly execute any and all papers that Licensee deems necessary or desirable to perfect the rights assigned. Licensor further warrants and represents that it has not entered into any assignment, contract or understanding in conflict with this agreement, except as may be set forth in that one certain Agreement of even date herewith. 4. This Agreement and all Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral agreements or understandings between the parties relating thereto. The terms and provisions of this Agreement may be modified or amended only by a written instrument executed by each of the parties hereto. 5. In the event that any term or provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and provisions hereof shall not be in any way affected or impaired thereby, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision has never been contained therein. 6. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 7. All notices and other communications hereunder shall be in writing and shall be given by delivery in person or certified mail RRR at the addresses set forth hereinabove, with copy to Michael Littman, Attorney at Law 7609 Ralston Rd. Arvada, Denver, Co. 80002 for notices to Momentum and to Manfred Sternberg, Attorney at Law, 701 North Post Road, Suite 600, Houston TX for notices to Hunt. 8. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by the duly authorized officer whose signature appears below to be effective as of the date hereinabove written. MOMENTUM BIOFUELS, INC. HUNT GLOBAL RESOURCES, INC. - --------------------------------- ----------------------------------- CEO CEO -----END PRIVACY-ENHANCED MESSAGE-----