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.