0001072588-12-000078.txt : 20120516
0001072588-12-000078.hdr.sgml : 20120516
20120516131906
ACCESSION NUMBER: 0001072588-12-000078
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20120501
ITEM INFORMATION: Termination of a Material Definitive Agreement
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Changes in Registrant's Certifying Accountant
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120516
DATE AS OF CHANGE: 20120516
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: 12848114
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
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: May 1, 2012
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)
7609 Ralston Road, Arvada, CO 80002
-----------------------------------
(Address of Principal Executive Offices) (Zip Code)
(303)422-8127
-------------
Registrant's telephone number, including area code
7450 West 52nd Ave., Suite M-115, Arvada, CO 80002
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Termination of a Material Definitive Agreement.
On or about August 21, 2009, Momentum BioFuels, Inc. ("the Company") and Hunt
Global Resources, Inc. ("Hunt Global") executed an Agreement (the "Agreement")
for the purpose, among other things, of inducing an exchange of the stock of the
Company for an Agreement for a 3% Royalty on a Sand Mine and BioFuels technology
to the Company. Pursuant to the Agreement Hunt Global was issued 40,000,000
shares of the Company's common stock, of which 10,000,000 shares were issued to
Crown Financial Group, LLC.
On April 20, 2012, the Company, Hunt Global and Crown Financial Group, LLC
entered into a Rescission and Settlement Agreement and Mutual Release ("the
Rescission Agreement"), which was approved by the Board of Directors of Momentum
on May 1, 2012 and by the Board of Directors of Hunt on April 20, 2012.
The Rescission Agreement provides for the following:
1. Rescind the Agreement entered into on or about August 21, 2009 by and
between the Company and Hunt in its entirety.
2. Pursuant to the original Agreement 40,000,000 shares of the Company's
common stock was issued to Hunt Global and Crown Financial Group, LLC in
the amounts of 30,000,000 shares and 10,000,000 shares, respectively. The
Rescission Agreement provides for such shares of common stock to be
returned to the Company. The Company intends to cancel such shares.
3. Pursuant to the Agreement, the Company and Hunt had entered into an
Agreement for a 3% Royalty on a Sand Mine and BioFuels technology. As part
of the Rescission Agreement, the Company has waived and released any rights
and claims to any royalties pursuant to an Agreement and has canceled such
Agreement.
4. Hunt has agreed to release the Company from all and any loans, advances or
other debt owed to Hunt.
As a result of the Rescission Agreement, the Company has changed it operational
plans. The Company intends to obtain debt and/or, equity finance to meet ongoing
expenses and attempt to enter into a business combination with another entity
with experienced management and opportunities for growth in return for shares of
common stock. There is and can be no assurance that any such events can be
successfully completed. In particular there is no assurance that any business
will be acquired or that any stockholder will realize any return on their shares
after such a transaction. Any merger or acquisition completed by us can be
expected to have a significant dilutive effect on the percentage of shares held
by our current stockholders.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On May 1, 2012, the Company's Board of Directors approved the issuance of
70,000,000 shares of the Company's restricted common stock to Michael A.
Littman, the Company's corporate counsel. The shares were issued at $0.005 per
share for a total of $350,000, as payment on outstanding amounts owed to him by
the Company, which includes all outstanding legal fees and preparation of the
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the 14f Notice to
the Shareholders, and all other necessary Section 14 filing and annual meetings,
and an agreement to pay approximately $100,000 owed to a third person
accountant, who handled accounting services for the Company.
1
As a result of such issuance, Mr. Littman has become the majority and
controlling shareholder of the Company. Please see Item 5.01 below.
Exemption from Registration Claimed
All of the above sales by the Company of its unregistered securities were made
by the Company in reliance upon Section 4(6) and Rule 506 of Regulation D of the
Securities Act of 1933, as amended. All of the individuals and/or entities that
purchased the unregistered securities were primarily either existing
shareholders or individuals or entities known to the Company and its management,
through pre-existing business relationships, or as long standing business
associates. All purchasers were provided access to all material information,
which they requested, and all information necessary to verify such information
and were afforded access to management of the Company in connection with their
purchases. All purchasers of the unregistered securities acquired such
securities for investment and not with a view toward distribution, acknowledging
such intent to the Company. All certificates or agreements representing such
securities that were issued contained restrictive legends, prohibiting further
transfer of the certificates or agreements representing such securities, without
such securities either being first registered or otherwise exempt from
registration in any further resale or disposition.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant.
DeJoya Griffith & Company, LLC. formerly the independent registered public
accountant for the Company was dismissed as the Company's independent registered
public accountant on May 2, 2012, by the Company's Board of Directors. No audit
committee exists, other than the members of the Board of Directors.
On May 1, 2012, the Board of the Company approved the engagement of new
auditors, Borgers & Cutler CPA's PLLC, Denver, Colorado to be the Company's
independent registered public accountant. No audit committee exists, other than
the 0 of Directors.
In connection with audit of fiscal years ended December 31, 2009 and 2010 and
the cumulative period of January 1, 2011 through September 30, 2011 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 or procedure, which disagreements, if not resolved
to the satisfaction of the former accountant would have caused them to make
reference to the subject matter of the disagreements in their report..
The audit reports from DeJoya Griffith & Company, LLC for the fiscal years ended
December 31, 2009 and 2010, 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
As a result of the Rescission Agreement discussed in Item 1.02 and the issuance
of shares of common stock to Mr. Littman, discussed in Item 3.02, there was a
resulting change in the ownership structure of the Company. Prior to the
Rescission Agreement, Hunt Global owned 30,000,000 shares of the Company's
issued and outstanding common stock representing 32.18% of the voting common
stock and Crown Financial Group, LLC owned 10,000,000 shares of the Company's
issued and common stock representing 10.72% of the voting common stock.
Prior to the Rescission Agreement, the Company had 93,224,444 shares of common
stock issued and outstanding. The Rescission Agreement, provides for the return
of the 30,000,000 shares of common stock held by Hunt Global and the 10,000,000
shares of common stock held by Crown Financial Group, LLC, the Company intends
to cancel such shares. After the cancellation of the 40,000,000 shares of common
stock, the Company has 53,224,444 shares of common stock issued and outstanding.
On May 1, 2012, the Company's Board of Directors approved the issuance of
70,000,000 shares of the Company's restricted common stock to Mr. Michael A.
Littman, as discussed in Item 3.02. As a result of the issuance of such shares,
the Company has 123,224,444 shares of common stock issued and outstanding. Mr.
Littman's shares represent 56.80% of the voting common stock of the Company.
The following table sets forth information with respect to the beneficial
ownership of the Company's outstanding common stock by:
o each person who is known by the Company to be the beneficial owner of five
percent (5%) or more of the Company's common stock;
Number of Shares Number of Shares
Held Before Percent of Class Held After Percent of Class
Rescission Before Rescission Rescission After Rescission
Name of Holder Agreement Agreement (1) Agreement Agreement (2)
---------------------------------------- ------------------- -------------------- ------------------- --------------------
Hunt Global Resources, Inc. 30,000,000 32.18% 0 0%
Crown Financial Group, LLC (3) 10,000,000 10.72% 0 0%
Charles T. Philips 6,075,698 6.51% 6,075,698 4.93%
Coastal Safety and Environmental, LLC 6,000,000 6.43% 6,000,000 4.86%
Michael A. Littman 0 0% 70,000,000 56.80%
(1)Based on 93,224,444 shares of common stock issued and outstanding, prior
to the Rescission Agreement and the cancellation of a total of 40,000,000
shares, held by Hunt Global And Crown Financial, LLC.
(2)Based on 123,224,444 shares of common stock issued and outstanding,
assuming the cancelation of the 30,000,000 shares held by Hunt Global and
the 10,000,000 shares held by Crown Financial Group and the issuance of
70,000,000 shares to Mr. Littman.
(3) Mr. George Sharp, a former officer and director of the Company, was the
beneficial holder of the shares held by Crown Financial Group, LLC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Officers and Directors
On May 1, 2012, the Company's Board of Directors accepted the resignations of
Mr. George Sharp as the Chief Executive Officer and Ms. Adreena Betti, as the
Company's President and Corporate Secretary.
Further the Company's Board of Directors accepted Mr. George Sharp, Adreena
Betti resignations as directors of the Company, effective ten (10) days after
the mailing of the 14f-1 Notice to the Shareholders under Section 14f of the
Securities and Exchange Act of 1934, as amended.
Appointment of Officers and Directors
On May 1, 2012, the Company's Board of Directors appointed to the following
individuals, to the positions listed below. Their biographical information
follows the table.
Name Position
------------------------------------- ----------------------------------
Redgie Green Chief Executive Officer & Director
Rodney Unger Chief Financial Officer & Director
Stanley Hallman Director
Redgie Green, Chief Executive Officer & Director, age 59
Mr. Green served as the President of Sun River Energy Inc. from January 2009
through July 2010. Mr. Green served as a Director of Sun River Energy, Inc. from
1998 through July 2010. Mr. Green was the co-owner and operator of Green's B&R
Enterprises, a wholesale donut baker from 1983 through 2005. He has been an
active investor in small capital and high-tech ventures since 1987. Mr. Green
was a director of Colorado Gold & Silver, Inc. in 2000. He was Secretary,
Treasurer and Director of Baymark Technologies, Inc. and was appointed as a
director of Aspeon, Inc. (now Aspi, Inc.) from March 2006 until October 2009.
Mr. Green serves as a director of IntreOrg Systems, Inc. and International
Paintball, Inc. In addition, Mr. Green in November 2010 was appointed the sole
director and officer of Legacy Technology Holdings, Inc.
Rodney Unger, Chief Financial Officer & Director, age 59
Since 1998, Mr. Unger has been semi-retired, working for himself, with a focus
on the real estate and construction investments and volunteering with non-profit
housing in both Michigan and Ohio. Prior to 1998, Mr. Unger worked for Chotin
Group in the tax credit department, performing due diligence for Section 42 tax
credit proposals and then monitoring the construction of apartment construction
projects for both legal and accounting compliance. Prior to that, Mr. Unger was
the Chief Financial Officer of Omnivest International, a holding company of
approximately 120 corporations and limited partnerships (most were start up's).
Omnivest is no longer in business at this time.
Mr. Unger attended both Michigan State University and the University of
Colorado. In 1976, he received a Bachelor of Science in Business.
Stanley Hallman, Director, 81
Since 1995, Mr. Hallman has been the President and a director of Natural Buttes
Gas Corp. From June 1952 - June 1954, he was employed with the Army Audit
Agency. He graduated from the University of Texas with a Master of Professional
Accounting. From June 1955 - August 1968, he was employed with Arthur Anderson
in the Tax Department. From September 1968 - December 1972, Mr. Hallman was Vice
President of John's staff at John King's Private Company, a Colorado
corporation. He was employed with Granite Corporation, Aberdeen Recourse
Corporation, and Oil and Gas Development of which he owns 49% from October 1978
- September 1982. From October 1982 to the present, he has been self-employed.
Mr. Hallman graduated from the University of Kansas with a Bachelor of Science
degree in accounting in 1952.
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-K.
Exhibit No. Description
----------- -----------
10.1 Rescission and Settlement Agreement and Mutual Release, dated April 20,
2012
16 Letter regarding Change of Accountants, dated May 9, 2012
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/Redgie Green
----------------
Redgie Green, Chief Executive Officer
Date: May 16, 2012
EX-10
2
ex10.txt
RESCISSION, SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Rescission Settlement Agreement and Mutual Release ("Agreement")
is entered into by and between Hunt Global Resources, Inc. ("HGR"), Crown
Financial, LLC ("CRF") and Momentum BioFuels, Inc. ("MMBF"), and are
collectively referred to herein as the "Parties."
FACTUAL BACKGROUND/RECITALS
A. On or about August 21, 2009, the Parties executed an Agreement (the
"Agreement") for the purpose, among other things, of inducing MMBF to exchange
the stock of MMBF for certain assets constituting a License Agreement for a 3%
Royalty on the Sand Mine and BioFuels to MMBF on a certain terms, such Agreement
is attached hereto as Exhibit A.
B. The Parties have agreed to rescind the entire Agreement and the Sand
Mine and BioFuels 3% Royalty under the terms hereof, due to MMBF's failure to
maintain books, records, and financial controls resulting in inability to obtain
funding, and other material omissions, disclosure of which would have caused HGR
to make a different decision.
C. This Agreement compromises, settles, and otherwise resolves all claims
and potential claims between the Parties arising from or relating to the
Agreement, on the terms set forth below.
AGREEMENT
1. Rescission. The Parties hereby rescind the Agreement in its entirety and
deem it null and void ab initio for the consideration set forth in paragraphs 2,
3 and 4 hereafter.
2. Fair and Adequate Consideration.
(a) HGR has issued 1,180,000 (one million, one hundred eighty thousand) common
shares, plus 490,000 (four hundred ninety thousand) 5-Year Warrants at
$0.50 (fifty cents) each expiring on or about February 10, 2016 in
cancellation of over $600,000 in debt of MMBF, has advanced monies for
MMBF's accounting, general and administrative and audits, and will have
received no corresponding compensation, since it is herewith returning all
of its shares of MMBF. Accordingly, HGR and MMBF have mutually agreed to
accept cancellation of the Sand Mine and BioFuels 3% Royalty, which is
currently non-producing and not generating revenues at this time, in
consideration for cancellation and release of any and all equity or debt
claims whatsoever of HGR and return of the 40,000,000 shares of MMBF common
stock, 30,000,000 shares of which are held by HGR and 10,000,000 shares of
which are held by CRF to MMBF.
(b) The Boards of Directors of each Party have approved and resolved that this
Settlement, Rescission and Mutual Release is in the best interests of the
creditors and shareholders of each of the companies, in the exercise of
their best business judgments, and such Boards believe each company has
received full, fair and adequate consideration herefore.
(c) MMBF waives any claim to a 3% Royalty upon HGR's biofuels production
since HGR is closing and divesting its non-producing, non-operative
biofuels business.
3. Consideration: Delivery of Stock Shares by HGR. HGR and CRF hereby delivers
irrevocably the certificates for 40,000,000 shares of stock of MMBF (30,000,000
shares held by HGR and 10,000,000 shares held by CRF) received from MMBF under
the Agreement free and clear of all liens and encumbrances whatsoever together
with signature guaranteed stock powers; shall forgive MMBF all advances, share
settlements, issuances, promissory notes or loans of whatever type by this
release.
4. Further Consideration: As an inducement for this Rescission, Settlement
Agreement and Mutual Release, MMBF hereby covenants and agrees that it will
indemnify and defend the MMBF parties and their shareholders against any and all
suits, claims, costs, legal fees, fines or expenses whatsoever, upon written
demand by any of the HGR parties or any of their shareholders, for any event or
cause or claim arising from the HGR parties agreement or business with MMBF,
whatsoever, except any action in which HGR parties engaged in business outside
of MMBF from the date of the Agreement to the date hereof.
5. Resignation. All members of the Board of MMBF shall resign from the Board of
MMBF, effective on the date hereof, or effective 10 days after mailing of the
Section 14f Notice.
6. Time is of the Essence. Time is of the essence under this Agreement.
7. Parties to Bear Their Own Fees and Costs. Except as otherwise set forth
herein, the Parties shall each be responsible for and pay all of their own fees
and costs, including but not limited to all attorneys' fees.
8. Denial of Liability. This Agreement is entered into solely for purpose of
effectuating a compromise, settlement, and release. Accordingly, except as set
forth herein, each party acknowledges that the others have admitted no
liability.
9. Intent to Settle All Claims. On the terms set forth herein, the Parties
desire to fully and finally compromise, settle, and otherwise terminate all
claims between them arising from or relating to the Agreement.
10. Mutual Release. Subject to the performance of the deliveries required
hereby, the Parties hereby mutually release, discharge, and hold harmless one
another (as well as their respective officers, directors, shareholders,
managers, members, partners, owners, principals, affiliates, divisions,
subsidiaries, parents, contractors, attorneys, predecessors, successors,
assigns, insurers, associates, agents, representatives, employers, and
employees) from all actions, claims, damages, and liabilities (of any kind or
nature, without regard to amount, known or unknown, accrued or unaccrued)
arising from or relating to the Agreement. However, the releases given herein
shall not extend to or be for the benefit of nonaffiliated third parties, none
of whom shall have any rights hereunder, including but not limited to rights as
a third party beneficiary.
11. No Release for Breach of This Agreement. Nothing contained herein shall
release any party hereto from any claims arising from or relating to a breach of
this Agreement.
12. Releases Valid Even if Additional or Different Facts. The Parties
acknowledge they may discover facts which are additional to or different from
those which they now know or believe to be true regarding the subject matter of
this Agreement. Nonetheless, except as otherwise provided herein, it is the
Parties' intent to fully and finally compromise and settle all claims which
exist between them arising from or relating to the Agreement. To effectuate that
intention, the releases given herein shall remain full and complete releases,
notwithstanding discovery of any additional or different facts by any party.
13. Further Assurances. The Parties agree to execute and deliver such documents
and to perform such other acts, promptly upon request, as any other party hereto
requests and which are, in the requesting party's reasonable judgment, necessary
or appropriate to effectuate the purposes of this Agreement.
14. Consideration. This Agreement is supported by good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
15. Headings. The headings contained in this Agreement are for convenience and
reference purposes only, and shall not in any way be construed as effecting the
meaning or interpretation of the text of this Agreement.
16. Opportunity to Consult with Legal Counsel. The Parties acknowledge they have
had a full and fair opportunity to consult with independent legal counsel of
their own choosing throughout all negotiations which preceded the execution of
this Agreement, and in connection with their execution of this Agreement.
Michael A. Littman has prepared the first draft of this agreement and he has
represented to both Parties and his Conflict of Interest is hereby disclosed and
each of the Parties hereby waives any conflict claim against Mr. Littman,
knowing an being advised to consult independent counsel.
17. Entire Integrated Agreement. This Agreement is fully integrated, containing
the entire agreement and understanding between the Parties (regarding the
subject matter hereof), superceding and replacing all prior negotiations and
proposed agreements, written or oral.
18. No Representations. The Parties acknowledge that no party, nor agent, nor
attorney of any party has made any promise or representation whatsoever, express
or implied, concerning the subject matter of this Agreement (or to induce the
execution of this Agreement) which is not expressly set forth herein. It is
further acknowledged that no party to this Agreement has relied upon any
representation made by any other party regarding any aspect of the other's
claims, including but not limited to the nature, extent, or duration of any
damages suffered, or the legal liability therefor.
19. Modified Only in Writing. This Agreement may only be modified by express
written agreement of the Parties.
20. Severability. Every provision of this Agreement is intended to be severable.
Accordingly, should any provision be declared illegal, invalid, or otherwise
unenforceable by a court of competent jurisdiction, such illegality, invalidity,
or unenforceability shall not effect the remaining provisions, which shall
remain fully valid, binding, and enforceable.
21. No Drafting Party. No party shall be deemed the "drafting party" of this
Agreement. Consequently, this Agreement shall be construed as a whole, according
to its fair meaning and intent, and not strictly for or against any party
hereto.
22. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
23. Binding Agreement/Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Parties, as well as their respective
successors, representatives, and assigns.
24. Authority/Capacity/Entities. Each person signing this Agreement represents
and warrants that he or she has complete authority and legal capacity to enter
into this Agreement on behalf of the entity for which he or she is signing, and
agrees to defend, indemnify, and hold harmless all other parties if that
authority or capacity is challenged.
25. Knowing and Voluntary Agreement. The Parties represent they have read this
Agreement, understand it, voluntarily agree to its terms, and sign it freely.
26. Counterparts/Fax Signatures. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Facsimile or electronically transmitted
signatures shall be deemed effective as originals.
(REST OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the undersigned execute this Settlement Agreement
and Mutual Release thereby agreeing to abide by the terms hereof.
HUNT GLOBAL RESOURCES, INC.
By: /s/ Jospeh S. Compofelice Dated this 20th day of April, 2012
--------------------------
Joseph S. Compofelice, President
CROWN FINANCIAL, LLC
By: /s/ George Sharp Dated this 20th day of April, 2012
-----------------
George Sharp, Member
MOMENTUM BIOFUELS, INC.
By: /s/ George Sharp Dated this 20th day of April, 2012
-----------------
George Sharp, Chief Executive Officer
EX-16
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ex16.txt
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
May 9, 2012
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
RE: Momentum Biofuels, Inc.
We have read the statements that we understand Momentum Biofuels, Inc. will
include under Item 4.01 of the Form 8-K report it will file regarding the recent
change of auditors. We agree with such statements made regarding our firm.
Very truly yours,
/s/De Joya Griffith & Company, LLC
Certified Public Accountants
2580 Anthem Village Dr., Henderson, NV 89052
Telephone (702) 563-1600 . Facsimile (702) 920-8049
Member Firm with Russell Bedford International