0001072588-11-000110.txt : 20110912 0001072588-11-000110.hdr.sgml : 20110912 20110624163751 ACCESSION NUMBER: 0001072588-11-000110 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110624 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: CORRESP BUSINESS ADDRESS: STREET 1: 7450 WEST 52ND AVE STREET 2: SUITE M-15 CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 303 305 0325 MAIL ADDRESS: STREET 1: 7450 WEST 52ND AVE STREET 2: SUITE M-15 CITY: ARVADA STATE: CO ZIP: 80002 FORMER COMPANY: FORMER CONFORMED NAME: TONGA CAPITAL CORP DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.txt MOMENTUM BIOFUELS, INC. June 24, 2011 Securities and Exchange Commission Attention: John Cash 100 F St. NE Washington, D.C. 20549 Re: Momentum BioFuels, Inc. Form 10-K for the year ended December 31, 2010 Filed April 15, 2011 File No. 0-50619 Dear Mr. Cash: In response to your letter dated June 15, 2011 regarding the Annual Report on Form 10-K for the year ended December 31, 2010 of Momentum BioFuels, Inc. we acknowledges to the SEC that 1. The Company is responsible for the adequacy and accuracy of the disclosure in their filings; 2. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and 3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We believe this satisfies your requirement. Sincerely, MOMENTUM BIOFUELS, INC. /s/George Sharp ------------ Chief Executive Officer CORRESP 2 filename2.txt Michael A. Littman Attorney at Law 7609 Ralston Road Arvada, CO 80002 (303) 422-8127 (303) 431-1567 Fax June 24, 2011 Mr. John Cash U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7010 Re: Momentum BioFuels, Inc. Form 10-K for the year ended December 31, 2010 Filed April 15, 2011 File No. 0-50619 Dear Mr. Cash: On behalf of Momentum BioFuels, Inc. (the "Company"), we are providing the following responses to the comment letter dated June 15, 2011 from the U.S. Securities and Exchange Commission (the "Commission") regarding the Annual Report on Form 10-K referenced above. The responses set forth below are numbered to correspond to the numbered comments in the Staff's comment letter, which have been reproduced here for ease of reference. Form 10-K for the fiscal year ended December 31, 2010 Item 9A. Controls and Procedures, page 16. 1. Please amend your filing to current the date of management's assessment of your internal controls over financial reporting and to include a definitive statement regarding whether or not management concluded that internal controls over financial reporting are effective or not effective. Based on the disclosed material weakness, we assume management concluded internal controls over financial reporting are not effective. Refer to Item 308 of Regulation S-K. We have revised to Item 9A to include the date of assessment and management's assessment of material weakness. Report of Independent Registered Public Accounting Firm, page F-1 ----------------------------------------------------------------- 2. In the third paragraph of your auditor's report, it appears that your auditor has only expressed an opinion on your results of operations and cash flows from inception 21, 2009) through December 31, 2010. It appears to us that your auditor should also express an opinion on your results of operations and cash flows for each of the years ended December 31, 2010 and 2009. Please amend your filing to have your auditors revise their report. The Company's independent auditor's report have been revised in accordance with your comment to express an opinion on the Company's results of operations and cash flows for each of the years ended December 31, 2010 and 2009. We believe that the above revisions to the amendment filed with the Securities and Exchange Commission should resolve your comments. Sincerely, /s/ Michael A. Littman ---------------------- Michael A. Littman MAL:kjk Cc: Momentum BioFuels, Inc.