UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-K/ A

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                        Date of Report: November 3, 2010


                             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)





               7450 West 52nd Ave., Suite M-115, Arvada, CO 80002
               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                  (303)305-0325
                                  -------------
               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))







                                EXPLANATORY NOTE


Momentum  BioFuels,  Inc. (the Company) is filing this  Amendment to its Current
Report on Form 8-K/A  filed  with the  Securities  and  Exchange  Commission  on
November 5, 2010, for the sole purpose of amending the  disclosures in the first
paragraph of Item 4.01.

This  Amendment  does not reflect  events  occurring  after the Original  Filing
except as noted above. Except for the foregoing amended  information,  this Form
8-K/A  continues to speak as of the date of the Original  Filing and the Company
has not otherwise  updated  disclosures  contained  therein or herein to reflect
events that occurred at a later date.


        Section 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS

Item 4.01 - Changes in Registrant's Certifying Accountant.

Larry O'Donnell, CPA, P.C. formerly the independent registered public accountant
for Momentum  BioFuels,  Inc.  ("the  Company"),  was dismissed as the Company's
independent registered public accountant on November 3, 2010. Effective December
14,  2010,  the  Public  Accounting  Oversight  Board  ("PCAOB")  revoked  Larry
O'Donnell, CPA, P.C.'s registration as a registered public accountant.

On November 3, 2010,  the Board of the Company  approved the  engagement  of new
auditors,  De Joya  Griffith  &  Company,  LLC of  Henderson,  Nevada  to be the
Company's independent  registered public accountant.  No audit committee exists,
other than the members of the Board of Directors.

The action to engage new  auditors was  approved by the Board of  Directors.  No
audit committee exists, other than the members of the Board of Directors.

In  connection  with audit of fiscal years ended  December 31, 2009 and 2008 and
the  cumulative  period of January 1, 2010 through June 30, 2010 and through the
date of termination of the accountants,  no disagreements  exist with the former
independent  registered public accountant on any matter of accounting principles
or practices,  financial statement disclosure,  internal control assessment,  or
auditing  scope  of  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former  accountant  would have caused them to make reference
in connection with their report to the subject of the disagreement(s).

The audit  reports  from Larry  O'Donnell,  CPA,  PC for the fiscal  years ended
December  31, 2009 and 2008,  contained  an opinion  which  included a paragraph
discussing  uncertainties  related  to  continuation  of the  Company as a going
concern and did not  include an adverse  opinion or a  disclaimer  of opinion or
were not  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.

Section 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

         (c) 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-B.

 Exhibit No.           Description
 -----------           -----------

 16              Letter regarding Change of Accountants, dated November 5, 2010*
 23.2            Consent of De Joya Griffith & Company,  dated November 5, 2010*

 *Filed  previously  with the SEC in the Current  Report on Form 8-K filed on
November 5, 2010.








                                   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/ George Sharp
                                                     ----------------
                                                         George Sharp,
                                                         Chief Executive Officer


 Date: January 3, 2011