SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                          Commission File No. 000-50619

                 Form 10-K for Period Ended: December 31, 2010

PART - I - Registrant Information

                               MOMENTUM BIOFUELS, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

                               CIK No. 0000813718

             7450 West 52nd Avenue, Suite M-115, Arvada, 80002
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


PART II - Rules 12-b25 (b) and (c)

         If the subject report could not be filed without unreasonable effort or
expense,  and the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed.
(Check box if appropriate)

         (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

         (b) The subject annual report, semi-annual report, transition report on
form 10-K, Form 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on
or before the fifteenth  calendar day following the  prescribed due date, or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date;

         (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.

Part III - Narrative

         State below, in reasonable  detail,  the reasons why Form 10-K and form
10-K,  20-F,  1-K, 10-Q, and Form N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period.

     The financial  statements  are not yet completed and cannot be completed by
the required filing date without unreasonable cost and effort.








Part IV - Other Information

         (1) Name and  telephone  number of person to  contact in regard to this
notification:

                George Sharp           (303) 305-0325

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                  Yes

         (3) It is  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
effected by the  earnings  statements  to be  included in the subject  report or
portion thereof?

                   No

     Momentum Biofuels, Inc. caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated: March 28, 2011           By: /s/ George Sharp
                                --------------------------
                                        George Sharp,
                                        Chief Executive Officer,
                                        and Principal Accounting Officer