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

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                  For the quarterly period ended: June 30, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from _____________________ to ________________

                        Commission file number 000-50619

                             MOMENTUM BIOFUELS, INC.
                             -----------------------
                       (Name of registrant in its Charter)


             COLORADO                                 84-1069035
             --------                                 ----------
    (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                7450 West 52nd Ave, Suite M-115, Arvada, CO 80002
                -------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (303) 305-0325
                    (TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]



<PAGE>







Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

As of August 15, 2010,  there were 93,224,444  shares of the  registrant's  sole
class of common shares outstanding.




<PAGE>
<TABLE>
<S>                                                                                                <C>





PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                                    Page
                                                                                                   ----

         Consolidated Balance Sheets - June 30, 2010 (Unaudited) and
                           December 31, 2009 (Audited)                                              F-1

         Consolidated Statements of Operations (Unaudited)  -
                  Three and Six months ended June 30, 2010 and 2009                                 F-2

         Consolidated Statements of Changes in Shareholders' Equity -
                   (Unaudited) June 30, 2010                                                        F-3

         Consolidated Statements of Cash Flows  (Unaudited) -
                  Six months ended June 30, 2010 and 2009                                           F-4

         Notes to the Unaudited Consolidated Financial Statements                                   F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                          1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable                 4

Item 4. Controls and Procedures                                                                      4

Item 4T. CONTROLS AND PROCEDURES                                                                     5


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                          6

Item 1A. Risk Factors - Not Applicable                                                               6

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                 6
-        Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                            6

Item 4.  (Removed and Reserved)                                                                      6

Item 5.  Other Information - Not Applicable                                                          6

Item 6.  Exhibits                                                                                    7
SIGNATURES                                                                                           8

</TABLE>


<PAGE>




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.


<PAGE>
<TABLE>
<CAPTION>


MOMENTUM BIOFUELS, INC.
Consolidated Balance Sheets

<S>                                                                      <C>                 <C>


                                                                          June 30, 2010       December 31, 2009
                                                                         ----------------------------------------
                                                                           (Unaudited)            (Audited)
 ASSETS

Current Assets
Cash                                                                                  $ -                    $ -
Accounts Receivable, net                                                                -                      -
Inventory                                                                               -                      -
Prepaid insurance                                                                       -                      -
                                                                         -----------------   --------------------
Total current assets                                                                    -                      -

Property & equipment, net of accumulated depreciation and amortization                  -                      -
Other Assets                                                                            -                      -
                                                                         -----------------   --------------------
TOTAL ASSETS                                                                          $ -                    $ -
                                                                         =================   ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                              $ 2,016,749            $ 2,016,749
Advances - related parties                                                        107,778                107,778
                                                                         -----------------   --------------------
Total Current Liabilities                                                       2,124,527              2,124,527
                                                                         -----------------   --------------------
Long Term Liabilities
Senior secured convertible note - net of discount                                       -                120,000
                                                                         -----------------   --------------------
Total Long Term Liabilities                                                             -                120,000
                                                                         ----------------------------------------
Total Liabilities                                                               2,124,527              2,244,527
                                                                         -----------------   --------------------
Common stock, $0.01 par value;  500,000,000  shares  authorized,
93,224,444 and 47,724,444 shares issued  and outstanding on
June 30, 2010 and  December  31, 2009, respectively                               932,244                932,244
Additional paid-in capital                                                     15,679,090             15,679,090
Accumulated Deficit                                                           (18,735,861)           (18,855,861)
                                                                         -----------------   --------------------
Total Stockholders' Equity (Deficit)                                           (2,124,527)            (2,244,527)
                                                                         -----------------   --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  $ -                    $ -
                                                                         =================   ====================

  See the accompanying notes to the consolidated financial statements.

                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


MOMENTUM BIOFUELS, INC.
Consolidated Statements of Operations
(Unaudited)

<S>                                                          <C>             <C>              <C>             <C>

                                                               Three Months Ended June 30,      Six Months Ended June 30,
                                                                 2010            2009             2010            2009
                                                             -------------   -------------    -------------   --------------
Revenue                                                               $ -             $ -              $ -        $ 182,718
Cost of goods sold                                                      -               -                -          161,973
                                                             -------------   -------------    -------------   --------------
Gross profit                                                            -               -                -           20,745


Operating Expenses
Plant expenses                                                          -         283,011                -          511,482
General and administrative                                              -         526,477                -        1,163,718
                                                             -------------   -------------    -------------   --------------
Total Operating Expenses                                                -         809,488                -        1,675,200
                                                             -------------   -------------    -------------   --------------
Loss from operations                                                    -        (809,488)               -       (1,654,455)
                                                             -------------   -------------    -------------   --------------
Other Income (Expense)
Gains (Loss) on sale of assets                                    120,000               -          120,000                -
Interest income                                                         -               -                -                -
Interest expense                                                        -         (39,530)               -          (83,921)
                                                             -------------   -------------    -------------   --------------
Total Other Income (Expense)                                      120,000         (39,530)         120,000          (83,921)
                                                             -------------   -------------    -------------   --------------
Net (Income Loss)                                                $120,000       $(849,018)        $120,000      $(1,738,376)
                                                             =============   =============    =============   ==============
Per Share Information:
Weighted average number of common shares outstanding  Basic
and Diluted                                                    93,224,444      47,724,444       93,224,444       47,724,444
                                                             =============   =============    =============   ==============
Net Loss per Share                                                    $ -         $ (0.02)             $ -          $ (0.04)
                                                             =============   =============    =============   ==============



See the accompanying notes to the consolidated financial statements.

                                      F-2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

MOMENTUM BIOFUELS, INC.
Consolidated Statement of Stockholders' Equity
For the Period from January 1, 2010 through June 30, 2010
(Unaudited)

<S>                               <C>              <C>             <C>              <C>                <C>

                                           Common Stock            Additional        Accumulated
                                   Shares           Amount           Paid-In           Deficit             Totals
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - January 1, 2010             93,224,444       $ 932,244     $ 15,679,090      $ (18,855,861)     $(2,244,527)
Net income                                                                                   120,000          120,000
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - June 30, 2010               93,224,444       $ 932,244     $ 15,679,090      $ (18,735,861)     $(2,124,527)
                                  ===============  ==============  ===============  =================  ===============

See the accompanying notes to the consolidated financial statements.

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


MOMENTUM BIOFUELS, INC.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2010 & 2009
(Unaudited)

<S>                                                             <C>                 <C>

                                                                      2010                2009
                                                                -----------------   ------------------
Cash Flows from Operating Activities
Net Income (loss)                                                       120,000          $ (1,738,376)
Adjustments to reconcile net loss to cash used in
 operating activities
Depreciation                                                                   -              342,419
Gain (loss) on sales of assets                                         (120,000)                    -
Bad debt expense                                                               -
Deferred loan cost expense                                                     -               17,049
Interest expense - amortization of debt discount                               -               38,952
Share based compensation                                                       -              788,790
Changes in Assets and Liabilities
Accounts receivable                                                            -                2,190
Inventory                                                                      -               73,552
Prepaid expenses and other current assets                                      -               32,063
Accounts payable                                                               -              421,777
Accrued expenses                                                               -              118,168
                                                                -----------------   ------------------
Net Cash Provided (Used) in Operating Activities                               -               96,584

Cash Flows used in Investing Activities
Other Assets                                                                                   17,049
                                                                -----------------   ------------------
Net Cash Provided (Used) in Investing Activities                               -               17,049

Cash Flows from Financing Activities
Payment of note payable                                                        -             (150,000)
Loans from shareholders                                                        -                2,009
Stock issued for cash                                                          -                    -
Offering costs                                                                 -                    -
Proceeds from loan payable                                                     -                    -
Proceeds from convertible notes                                                                     -
                                                                -----------------   ------------------
Net Cash Provided (Used) by Financing Activities                               -             (147,991)
                                                                -----------------   ------------------
Net (Decrease) increase in Cash                                                -              (34,358)

Cash and cash equivalents - Beginning of period                                -               34,559
                                                                -----------------   ------------------
Cash and cash equivalents - End of period                                    $ -                $ 201
                                                                =================   ==================
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the period for:
Interest                                                                     $ -             $ 83,921
                                                                =================   ==================
Financing activities
Loan Discount                                                                $ -             $ 38,952
                                                                =================   ==================

 See the accompanying notes to the consolidated financial statements.


                                      F-4

</TABLE>


<PAGE>



<PAGE>




                             Momentum Biofuels, Inc.
                   Notes to Consolidated Financial Statements
                 For the Six Months Ended June 30, 2010 and 2009
                                   (Unaudited)


1.  BASIS  OF  PRESENTATION,   MANAGEMENT'S  PLAN  AND  SUMMARY  OF  SIGNIFICANT
ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

Presentation of Interim Information:

The accompanying unaudited financial statements include the accounts of Momentum
Biofuels,  Inc.  (the  Company),  a Colorado  corporation  and its  wholly-owned
subsidiary, Momentum Biofuels, Inc., a Texas corporation ("Momentum -Texas").

On  August  21,  2009,  Momentum  Biofuels,  Inc.  ("Momentum-Texas"),  a  Texas
corporation,  entered  into  an  Agreement  with  Hunt  Global  Resources,  Inc.
("Hunt"),  under the terms of which  Hunt  agreed to assume the  obligations  of
Momentum-Texas  and the  Company  through  the  assignment  of a certain  Senior
Secured Promissory Note in the amount of $600,000 issued by Momentum-Colorado to
a group of  investors  arranged by Bathgate  Capital  Partners,  LLC, of Denver,
Colorado.  Hunt  further  agreed to assume  Momentum-Texas  obligations  under a
sub-lease  agreement  between   Momentum-Texas  and  Brand   Infrastructure  and
Services,  Inc., including all past due rent,  assessments other charges related
to the  property  covered by the  sub-lease  agreement,  all in  exchange  for a
conveyance of all of the right title and interest of  Momentum-Texas,  in and to
all of its physical  assets,  including the biodiesel plant located in Pasadena,
Texas and all  intellectual  property,  processes,  techniques  and formulas for
creating Biofuels and related products.

Further,  Momentum-Texas  entered  into a License  Agreement  with  Hunt,  which
provided that in exchange for a grant of a license to use,  improve,  sublicense
and  commercialize  the  intellectual  property  described in the Agreement,  in
exchange for an agreement by Hunt to pay to  Momentum-Texas,  a royalty of 3% of
the gross and collected revenue received by Hunt from the sale of bio-diesel and
related products and from revenues received by Hunt from its proposed Commercial
Sand  business.  Momentum-Texas  assigned  its  rights to  receive  the  royalty
described in the License  Agreement  to its parent,  the Company in exchange for
common shares of the Company equal to 39% of the issued and outstanding stock at
such date, or  40,000,000  shares,  whichever  sum is greater.  Such shares were
issued  by  the  Company  as  fully  paid,   non-assessable  and  subject  to  a
non-dilution agreement in favor of Hunt.

Basis of Presentation

Interim Presentation

The accompanying  unaudited interim financial  statements of Momentum  Biofuels,
Inc. (the Company),  have been prepared in accordance with accounting principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange Commission (SEC), and should be read in conjunction with
the audited  financial  statements  and notes  thereto  contained in  Momentum's
Annual Report filed with the SEC on Form 10-K. In the opinion of management, all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation of financial position and the results of operations for the interim
periods  presented  have been  reflected  herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial  statements which substantially  duplicate
the disclosure  contained in the audited financial statements for the year ended
December 31, 2009, as reported in the Form 10-K have been omitted.

                                      F-5
<PAGE>





Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Momentum and its wholly- owned subsidiary. All significant intercompany accounts
and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure  of contingent  assets and  liabilities  and the reported  amounts of
revenues and expenses during the reporting  period.  Our  significant  estimates
primarily relate to the assessment of warrants and debt and equity  transactions
and the estimated  lives and methods used in determining  depreciation  of fixed
assets. Actual results could differ from those estimates.

Cash Equivalents

Cash  equivalents  include  highly liquid  investments  purchased  with original
maturities of three months or less.

Accounts Receivable

Accounts  receivable  are  presented  at face value,  net of the  allowance  for
doubtful  accounts.  The allowance for doubtful accounts is established  through
provisions charged against income and is maintained at a level believed adequate
by management to absorb  estimated bad debts based on historical  experience and
current economic  conditions.  The accounts  receivable balance at June 30, 2010
was zero.

Inventories

Inventories  are stated at the lower of average  cost basis or market.  Abnormal
amounts of idle facility expense,  freight, handling costs, and wasted materials
(spoilage) are recognized as current-period  charges.  Fixed production overhead
is allocated to the costs of  conversion  into  inventories  based on the normal
capacity of the production facilities.

Property and Equipment
Property and equipment are recorded at cost.  Depreciation  and amortization are
computed  using the  straight-line  method for financial  reporting  purposes at
rates based on the following estimated useful lives:

Description                                                           Life
----------------------------------------------------------------   -------------

Office equipment, furniture and fixtures                              5 years
Computer equipment and software                                       3 years
Plant equipment                                                       7 years
Leasehold improvements                                              5-6 years

The cost of asset  additions  and  improvements  that extend the useful lives of
property and equipment are capitalized. Routine maintenance and repair items are
charged to current operations. The original cost and accumulated depreciation of
asset  dispositions  are  removed  from  the  accounts  and any  gain or loss is
reflected in the statement of operations in the period of disposition.

In accordance with Financial  Accounting  Standards Board  Accounting  Standards
Codification  (FASB  ASC)  360-10-35,  "Impairment  or  Disposal  of  Long-Lived
Assets,"  management  reviews  long-lived  asset groups for impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
group may not be recoverable. Recoverability of asset groups to be held and used
is measured by a comparison  of the carrying  amount of an asset group to future
net cash flows  expected to be generated by the asset group.  If such assets are
considered  to be impaired,  the  impairment to be recognized is measured by the
amount by which the carrying amount of the asset group exceeds the fair value of
the assets in the group.  Assets to be disposed of are  reported at the lower of
the carrying amount or fair value less costs to sell.

                                      F-6
<PAGE>





Revenue Recognition

Momentum  recognizes revenue from product sales when the products are shipped or
delivered  and the  title  and risk  pass to the  customer.  Provisions  for any
product  returns or discounts given to customers are accounted for as reductions
in revenues in the same period revenues are recorded.

Share-Based Compensation

Momentum measures all share-based  payments,  including grants of employee stock
options,  using a  fair-value  based  method.  The cost of services  received in
exchange for awards of equity  instruments  is  recognized  in the  statement of
operations based on the grant date fair value of those awards amortized over the
requisite service period. Momentum utilizes a standard option pricing model, the
Black-Scholes model, to measure the fair value of stock options granted.

Income Taxes

Momentum and its  subsidiary  file a consolidated  federal tax return.  Momentum
uses the asset and liability method in accounting for income taxes. Deferred tax
assets and  liabilities  are  recognized for temporary  differences  between the
financial   statement   carrying  amounts  and  the  tax  bases  of  assets  and
liabilities,  and are measured using the tax rates expected to be in effect when
the differences  reverse.  Deferred tax assets are also recognized for operating
loss and tax  credit  carryforwards.  The  effect on  deferred  tax  assets  and
liabilities  of a change in tax rates is recognized in the results of operations
in the period that includes the enactment date. A valuation allowance is used to
reduce deferred tax assets when uncertainty exists regarding their realization.

Net Loss per Common Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent shares  outstanding  during the period. For the six months ended June
30, 2010 and 2009, there were no potential common  equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive because of the net loss.


<TABLE>
<CAPTION>
<S>                                                                                             <C>

Description                                                                         2010                2009
----------------------------------------------------------------------------------------------  -------------------
Weighted average shares used to compute basic and
diluted net loss per common share:                                               93,244,444          47,724,444

Securities convertible into shares of common stock, not used
      Stock warrants related to notes payable                                                                 -
      Stock warrants for common stock                                               1,032,000          2,062,000
      Options awarded to executives and consultants                                 9,250,000          9,250,000
                                                                           -------------------  -------------------

Total securities convertible into shares of common stock                          10,402,000         11,582,000
                                                                           ===================  ===================
</TABLE>

Recent Accounting Pronouncements

Momentum   does  not  expect  that  adoption  of  recently   issued   accounting
pronouncements will have a material impact on its financial position, results of
operations or cash flows.

                                      F-7
<PAGE>




Note 3 - Going Concern

Momentum has incurred significant losses from operations since inception and has
limited  financial  resources.  These  factors  raise  substantial  doubt  about
Momentum's  ability  to  continue  as  a  going  concern.  Momentum's  financial
statements  for the six months ended June 30, 2010 have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities in the normal course of business.  The Company  currently has an
accumulated deficit of $18,735,861 through June 30, 2010.  Momentum's ability to
continue as a going concern is dependent upon its ability to develop  additional
sources  of  capital  and,  ultimately,   achieve  profitable  operations.   The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

Note 4 - Concentration of Credit Risk

At various  times during the year,  Momentum may have bank deposits in excess of
the  FDIC  insurance  limits.  Momentum  has not  experienced  any  losses  from
maintaining cash accounts in excess of the federally  insured limit.  Management
believes that it is not exposed to any significant credit risk on cash accounts.


Note 5 - Income Taxes

Momentum  did not incur any income tax expense due to  operating  losses and the
related  increase in the valuation  allowance.  The tax effects of the temporary
differences that give rise to deferred tax assets and liabilities as of December
31, 2009 and 2008 are as follows:

<TABLE>
<CAPTION>
<S>                                                                                      <C>

                                                                           2009                  2008
                                                                   ------------------    -------------------
Deferred tax assets:
  Loss carry forwards                                              $    2,655,608        $    1,439,000
  Less valuation allowance                                              (2,655,608)          (1,439,000)
                                                                   ------------------    -------------------
                                                                   $                     $
Net deferred tax assets                                            -                     -
                                                                   ==================    ===================

</TABLE>

                                      F-8

<PAGE>




As of December  31, 2009  Momentum had a net  operating  loss  carryforward  for
federal  income tax  purposes  of  approximately  $7,480,126  that may be offset
against  future  taxable  income.  As more fully  disclosed in Note 1,  Momentum
experienced a change in control during 2006.  Internal  Revenue Code Section 382
imposes  restrictions  upon a company's  ability to utilize net  operating  loss
carryforwards subsequent to a change in control. Any limitations upon Momentum's
ability to utilize its net operating loss  carryforwards  against future taxable
income have not yet been determined.

Momentum  has  established  a  valuation  allowance  for the full  amount of the
deferred tax assets as  management  does not  currently  believe that it is more
likely than not that these assets will be recovered in the  foreseeable  future.
To the extent not utilized,  the net operating  loss  carryforwards  will expire
starting in 2026.

Note 6 - Equity Transactions

During the six months ended June 30, 2010,  Momentum did not issue any shares of
its common stock.

Note 7 - Options

Options were originally issued in conjunction with employment agreements for key
employees and consultants.

As of August 21, 2009, there were 9,250,000  outstanding options. As a result of
the change of control,  all the  outstanding  options fully vested.  At June 30,
2010, there were 9,250,000 issued and outstanding  options. The weighted average
exercise price for all options outstanding as of June 30, 2010 was $1.
Option  activity for the period from January 1, 2010 through June 30, 2010 is as
follows:
             Expiration  Exercise
Grant Date   Date        Price     Beginning  Granted   Exercised      Ending
------------ ----------- --------- ---------- -------- ---------- -----------

  04/20/07    04/20/12       $1.00  2,250,000                       2,250,000
  10/16/07    10/16/12       $1.00  6,000,000                       6,000,000
  11/01/07    11/01/12       $1.00  1,000,000                       1,000,000
                                    --------- ------- ----------- -----------
                                    9,250,000                       9,250,000
                                   ========== ======= =========== ===========

Note 8 - Warrant Activity

Warrants  activity  for the period from January 1, 2010 through June 30, 2010 is
as follows:

<TABLE>
<CAPTION>
<S>               <C>                <C>            <C>              <C>          <C>       <C>

                                       Exercise
   Grant Date      Expiration Date       Price         Beginning       Granted    Exercised       Ending
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        06/27/06           06/27/16          $1.00          100,000                                    100,000
        11/30/06           11/30/16          $1.00           10,000                                     10,000
        12/31/06           12/31/16          $1.00           10,000                                     10,000
        01/31/07           01/31/17          $1.00           10,000                                     10,000
        02/01/07           02/01/17          $1.00            2,000                                      2,000
        06/25/08           06/25/15          $0.40          300,000                                    300,000
        06/25/08           06/25/15          $0.40          600,000                                    600,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------


                                                          1,032,000                                  1,032,000
</TABLE>


The weighted average exercise price for all warrants  outstanding as of June 30,
2010 was $0.48.

                                      F-9
<PAGE>





Note 9 - Litigation

There are no pending or  threatened  legal  proceedings  involving  the Company.
However, Momentum-Texas is a defendant in the following legal proceedings:

Jason Gehrig v. Momentum  Biofuels,  Inc.  filed in the District Court of Harris
County,  Texas.  - This  lawsuit  involves a claim for  breach of an  employment
contract.  Depositions  were  completed  over a year ago and  there  has been no
activity in this litigation since.

Harris  County Tax Authority v. Momentum  Biofuels,  Inc.  filed in the District
Court of Harris  County,  Texas. - This suit involves a claim for property taxes
in the amount of  approximately  $80,000.  The  Company has been  negotiating  a
payment  plan and  expects  to be able to pay the taxes due from  royalties  and
licensing fees.

Stuart Cater and James O'Neil v. Momentum  Biofuels,  Inc. filed in the District
Court of Harris  County,  Texas.  - This suit involves a claim for payment under
the terms of employment  settlement  agreements.  The issues were the subject of
arbitration  in mid-2009  which  resulted in an award of $52,500 for each of the
claimants and  attorney's  fees of $40,000.  Arbitration  award was reduced to a
judgment and a Receiver was appointed to collect the judgment.

Quality Carriers, Inc. v. Momentum Biofuels, Inc. filed in the District Court of
Harris  County,  Texas.  - This suit  involves a claim for rental  fees for tank
trailers in the amount of $19,000 and seeks legal fees in the amount of $6,335.

City of LaPorte Taxing Authority v. Momentum Biofuels, Inc. - This suit involves
a  claim  for  property  taxes  in the  amount  of  approximately  $40,000.  The
litigation is pending in the District Court of Harris County, Texas.

Note 10 - Subsequent Events

The Company has evaluated it activities  subsequent to the six months ended June
30, 2010 through August 10, 2010 and found no reportable subsequent event.

                                      F-10
<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FORWARD-LOOKING STATEMENTS CAUTIONARY

This Item 2 and the report on Form 10-Q for the period  ended June 30,  2010 may
contain  "forward-looking  statements"  regarding Momentum  Biofuels,  Inc. (the
"Company"  or  "Momentum").  In some  cases,  you can  identify  forward-looking
statements by terminology such as "may," "will," "should,"  "could,"  "expects,"
"plans,"  "intends,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential"  or  "continue"  or the negative of such terms and other  comparable
terminology.  These  forward-looking  statements  include,  without  limitation,
statements about our market opportunity, our strategies,  competition,  expected
activities and  expenditures as we pursue our business plan, and the adequacy of
our  available  cash  resources.  Although  we  believe  that  the  expectations
reflected in any forward-looking  statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.  Actual results
may differ  materially from the predictions  discussed in these  forward-looking
statements.  Changes in the  circumstances  upon  which we base our  predictions
and/or  forward-looking  statements could materially  affect our actual results.
Additional factors that could materially affect these forward-looking statements
and/or  predictions  include,  among other  things:  (1) our  limited  operating
history; (2) our ability to pay down existing debt; (3) the Company's ability to
obtain  contracts with suppliers of raw materials (for the Company's  production
of biodiesel fuel) and distributors of the Company's biodiesel fuel product; (4)
the risks inherent in the mutual  performance  of such supplier and  distributor
contracts  (including  the Company's  production  performance  (5) the Company's
ability to secure and retain  management  capable of  managing  growth;  (6) the
Company's ability to raise necessary financing to execute the Company's business
plan; (7) potential litigation with our shareholders, creditors and/or former or
current  investors;  (8) the  Company's  ability to comply  with all  applicable
federal, state and local government and international rules and regulations; and
(9) other factors over which we have little or no control.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of  December  31,  2009,  includes  a "going  concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to  continue  as a going  concern.  Management's  plans in regard to the
factors prompting the explanatory paragraph are discussed below and also in Note
2 to the unaudited quarterly financial statements.

OPERATIONS

The Company after minimal operations during the year ended December 31, 2009 and
its acquisition by the Hunt Group has changed its operational  focus to being an
intellectual  property  company owning specific  royalty  agreements as its sole
source of revenue.  It is the intent of management to pursue additional  royalty
and  licensing  agreements  in the  furtherance  of its business  objectives  to
maximize  shareholder  value and  profitability.  Management is also considering
other  opportunities in other  non-related  businesses.  No agreements have been
entered into at the time of this filing.

We intend to seek,  investigate  and, if such  investigation  warrants,  acquire
royalty and license agreements.  We will not restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

                                       1

<PAGE>





We intend to participate in a business  opportunity  only after the  negotiation
and execution of appropriate written business agreements.  Although the terms of
such  agreements  cannot  be  predicted,   generally  we  anticipate  that  such
agreements will (i) require  specific  representations  and warranties by all of
the parties;  (ii) specify certain events of default;  (iii) detail the terms of
closing and the conditions  which must be satisfied by each of the parties prior
to and after such closing;  (iv) outline the manner of bearing costs,  including
costs  associated with the Company's  attorneys and  accountants;  (v) set forth
remedies on defaults; and (vi) include miscellaneous other terms.

The Company is dependent on raising  additional equity and/or,  debt to fund any
negotiated  settlements  with its  outstanding  creditors and meet the Company's
ongoing operating expenses.  There is no assurance that Momentum will be able to
raise the necessary equity and/or debt that it will need to be able to negotiate
acceptable  settlements  with its  outstanding  creditors  or fund  its  ongoing
operating expenses.  Momentum cannot make any assurances that it will be able to
raise funds through such activities.

There  can be no  assurance  that  the  Company  will be able to  carry  out its
business  plan.  Historically,  our cash  needs  have been  satisfied  primarily
through  proceeds  from private  placements  of our equity  securities  and debt
instruments,  but we cannot  guarantee  that such financing  activities  will be
sufficient  to fund our current and future  projects and our ability to meet our
cash and working capital needs. No commitments to provide  additional funds have
been made by  management  or other  stockholders.  Irrespective  of whether  the
Company's  cash assets prove to be inadequate to meet the Company's  operational
needs,  the Company might seek to compensate  providers of services by issuances
of its common stock in lieu of cash.

RESULTS OF OPERATIONS
---------------------

Results of Operations For Three Months Ended June 30, 2010 Compared To The Three
Months Ended June 30, 2009.

During  the three  months  ended June 30,  2010 and 2009,  the  Company  did not
recognize any revenues from its operational activities.

During the three  months  ended June 30,  2010,  the  Company  did not incur any
expenses compared to expenses of $809,488 during the three months ended June 30,
2009.  The  decrease  in total  expenses  of  $809,488 is a result of the ceased
operations of the Company. Total expenses during the three months ended June 30,
2009  included,   $283,011  in  plant  expenses  and  $526,477  in  general  and
administrative expenses.

During the three months ended June 30, 2010, the Company recognized a net income
of $120,000  compared  with a net loss of $849,018 for the three  months  ending
June 30,  2009.  The change of $969,018 was a result of the  recognition  of the
gain on sale of $120,000  in  promissory  notes.  The net loss per share for the
three months ended June 30, 2010, was $0.00 per share compared to a net loss per
share of $0.02 for the three months ending June 30, 2009.

Results of  Operations  For Six months  ended June 30, 2010  compared To The Six
months ended June 30, 2009.

The Company  recognized did not recognize any revenues for the six months ending
June 30, 2010,  compared to $182,718 of revenue during the six months ended June
30,  2009.

During the six months ended June 30, 2009, the Company incurred $161,973 in cost
of goods sold;  resulting  in a gross  profit of $20,745.  During the six months
ended June 30, 2010, the Company incurred  operating  expenses of $0 compared to
$1,675,200 during the six months ended June 30, 2009.  Operating expenses during
the six months  ended June 30,  2009  included  $511,482 in plant  expenses  and
$1,163,718 in administrative expenses for the six months ended June 30, 2009.

                                       2
<PAGE>




During the six months  ended June 30,  2010,  the Company  incurred net interest
expense of $0,  compared  to $83,921  for the six  months  ended June 30,  2009.

During the six months ended June 30, 2010, the Company  recognized net income of
$120,000  compared with a net loss of  $1,739,376  for the six months ended June
30, 2009. The change of $1,859,376  was a result of the  recognition on the gain
on the sale of $120,000 in promissory  notes. The net loss per share for the six
months ended June 30, 2010, was $0.00 per share compared to a net loss per share
of $0.04 for the six months ending June 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

At June 30,  2010,  the Company had $0 in cash and $0 in other assets with which
to conduct its operations.  At June 30, 2010, the Company had total  liabilities
of $2,124,527.

There  can be no  assurance  that  the  Company  will be able to  carry  out its
business  plan.  Historically,  our cash  needs  have been  satisfied  primarily
through  proceeds  from private  placements  of our equity  securities  and debt
instruments,  but we cannot  guarantee  that such financing  activities  will be
sufficient  to fund our current and future  projects and our ability to meet our
cash and working capital needs. No commitments to provide  additional funds have
been made by  management  or other  stockholders.  Irrespective  of whether  the
Company's  cash assets prove to be inadequate to meet the Company's  operational
needs,  the Company might seek to compensate  providers of services by issuances
of its common stock in lieu of cash.

Net cash provided by operating  activities  during the six months ended June 30,
2010 was $0. During the six months ended June 30, 2009, the Company provided net
cash of $96,585 in  operating  activities.  During the six months ended June 30,
2009, net losses of $1,738,376  were adjusted for the non-cash items of $342,419
in  depreciation   and   amortization   expense  and  $788,790  in  share  based
compensation.

During the six months  ended June 30, 2010,  the net cash used by its  investing
activities  was $0.  During the six  months  ended June 30,  2009,  the  Company
provided $17,049 in its investing activities.

Net cash used by financing  activities during the six months ended June 30, 2010
was $0. During the six months ended June 30, 2009, financing activities used net
funds in the amount of $147,991.

Management will need to seek and obtain additional funding, via loans or private
placements  of stock,  for future  operations  and to provide  required  working
capital.  Management cannot make any assurances it will be able to complete such
a transaction.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  preparation of financial  statements  included in this Quarterly  Report on
Form 10-Q requires  management to make estimates and assumptions that affect the
reported  amounts  of  assets  and  liabilities  at the  date  of the  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. On an on-going basis,  management  evaluates its estimates and
judgments.   Management   bases  its   estimates  and  judgments  on  historical
experiences  and on various  other  factors that are  believed to be  reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  value of  assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions.  The more  significant
accounting  estimates  inherent in the  preparation  of the Company's  financial
statements  include estimates as to the valuation of equity related  instruments
issued,  and valuation  allowance for deferred income tax assets. Our accounting
policies are  described in the notes to  financial  statements  included in this
Annual  Report  on Form  10K.  The  more  critical  accounting  policies  are as
described below.

                                       3
<PAGE>





The  Company  believes  that the  following  are  some of the  more  significant
accounting policies and methods used by the Company:

                  o  revenue recognition
                  o  share-based compensation

REVENUE RECOGNITION

The Company will  recognize  revenue when the product has been  delivered to the
customer,  the  sales  price is fixed or  determinable,  and  collectability  is
reasonably assured.

SHARE-BASED COMPENSATION

The Company  measures all  share-based  payments,  including  grants of employee
stock options, using a fair-value based method. The cost of services received in
exchange for awards of equity  instruments  is  recognized  in the  statement of
operations based on the grant date fair value of those awards amortized over the
requisite service period.  The Company utilizes a standard option pricing model,
the Black-Scholes model, to measure the fair value of stock options granted.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has  reviewed  recently  issued  accounting  pronouncements  and the
Company  does not  expect  that  the  adoption  of  recently  issued  accounting
pronouncements will have a material impact on its financial position, results of
operations or cash flows

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         - NOT APPLICABLE

ITEM 4 CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer concluded that our disclosure  controls and procedures are not effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings, as a result of material weaknesses in our internal control
over financial reporting discussed below.

                                       4
<PAGE>




ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over  financial  reporting is as of the quarter ended June 30,
2010. In making this  assessment,  Management used the criteria set forth by the
Committee  of  Sponsoring  Organizations  of the Treadway  Commission  (COSO) in
Internal  Control--Integrated  Framework.  Based on the  evaluation,  management
concluded  that  there is a  material  weakness  in our  internal  control  over
financial reporting.  The material weakness relates to the monitoring and review
of work performed by contracted accounting personnel in the preparation of audit
and financial  statements,  footnotes and financial  data provided to Momentum's
registered  public  accounting firm in connection  with the annual audit.  Until
October  2007,  all of our  financial  reporting  is  carried  out by our  Chief
Financial  Officer;  the Company continues to function without a Chief Financial
Officer.  This lack of an accounting  staff results in a lack of  segregation of
duties and accounting  technical  expertise necessary for an effective system of
internal control.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the quarter ended June 30, 2010,  that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

                                       5

<PAGE>




                           PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending or  threatened  legal  proceedings  involving  the Company.
However, Momentum-Texas is a defendant in the following legal proceedings:

Jason Gehrig v. Momentum  Biofuels,  Inc.  filed in the District Court of Harris
County,  Texas.  - This  lawsuit  involves a claim for  breach of an  employment
contract.  Depositions  were  completed  over a year ago and  there  has been no
activity in this litigation since.

Harris  County Tax Authority v. Momentum  Biofuels,  Inc.  filed in the District
Court of Harris  County,  Texas. - This suit involves a claim for property taxes
in the amount of  approximately  $80,000.  The  company has been  negotiating  a
payment  plan and  expects  to be able to pay the taxes due from  royalties  and
licensing fees.

Stuart Cater and James O'Neil v. Momentum  Biofuels,  Inc. filed in the District
Court of Harris  County,  Texas.  - This suit involves a claim for payment under
the terms of employment  settlement  agreements.  The issues were the subject of
arbitration  in mid-2009  which  resulted in an award of $52,500 for each of the
claimants and  attorney's  fees of $40,000.  Arbitration  award was reduced to a
judgment and a Receiver was appointed to collect the judgment.

Quality Carriers, Inc. v. Momentum Biofuels, Inc. filed in the District Court of
Harris  County,  Texas.  - This suit  involves a claim for rental  fees for tank
trailers in the amount of $19,000 and seeks legal fees in the amount of $6,335.

City of LaPorte Taxing Authority v. Momentum Biofuels, Inc. - This suit involves
a  claim  for  property  taxes  in the  amount  of  approximately  $40,000.  The
litigation is pending in the District  Court of Harris County,  Texas.

ITEM 1A. RISK  FACTORS.

Not  applicable  to  smaller  reporting   companies.

ITEM  2. UNREGISTERED  SALES OF  EQUITY  SECURITIES  AND USE OF  PROCEEDS

None.

ITEM 3. DEFAULTS  UPON SENIOR  SECURITIES.

None

ITEM 4. REMOVED AND  RESERVED.

ITEM 5. OTHER INFORMATION. None

                                       6

<PAGE>




ITEM 6. EXHIBITS.

The  following is a complete  list of exhibits  filed as part of this Form 10-Q.
Exhibit  numbers  correspond  to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.

         31.1  Certification  by the  Chief  Executive  and  Accounting  Officer
         pursuant to Section 302 of the  Sarbanes-Oxley  Act.

         32.1 Certification by the Chief Executive and Accounting  Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act.

                                       7
<PAGE>







                                   SIGNATURES

In accordance with the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                         MOMENTUM BIOFUELS, INC.
                                            (The Registrant)


Date: August  __, 2010                   By: /s/George Sharp
                                             ---------------
                                                George Sharp,
                                                Chief Executive Officer,
                                                and Principal Accounting Officer

                                       8