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: September 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 Avenue, 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 November 30, 2010, there were 93,224,444  shares of the registrant's  sole
class of common shares outstanding.




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





PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                                                                               Page
                                                                                               ----
         Consolidated Balance Sheets - September 30, 2010 (Unaudited) and
                           December 31, 2009 (Restated)                                          F-1

         Consolidated  Statements  of  Operations  (Unaudited)  - Three and Nine
                  months ended September 30, 2010 and 2009
                  and From January 1, 2010  through September 30, 2010                          F-2

         Consolidated Statements of Stockholders' Deficit -
                   From January 1, 2010  through September 30, 2010
                  (Unaudited)                                                                   F-3

         Consolidated  Statements of Cash Flows  (Unaudited) - Nine months ended
                  September 30, 2010 and 2009 and
                  From January 1, 2010  through September 30, 2010                              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                                                                   5

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                       7

Item 1A. Risk Factors - Not Applicable


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                              7
-        Not Applicable
Item 3.  Defaults Upon Senior Securities - Not Applicable                                         7

Item 4.  (Removed and Reserved)                                                                   7

Item 5.  Other Information - Not Applicable                                                       7

Item 6.  Exhibits                                                                                 8

SIGNATURES                                                                                        9

</TABLE>


<PAGE>




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                         (A Development Stage Company)
                          Consolidated Balance Sheets

<S>                                                                      <C>                     <C>


                                                                          September 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                                                                  $ 1,946,659            $ 2,016,749
Advances - related parties                                                            107,778                107,778
                                                                         ---------------------   --------------------
Total Current Liabilities                                                           2,054,437              2,124,527
                                                                         ---------------------   --------------------
Long Term Liabilities
Senior secured convertible note - net of discount                                           -                      -
                                                                         ---------------------   --------------------
Total Long Term Liabilities                                                                 -                      -
                                                                         ---------------------   --------------------
Total Liabilities                                                                   2,054,437              2,124,527
                                                                         ---------------------   --------------------

Stockholders' Equity (Deficit)
Common stock, $0.01 par value;  500,000,000  shares  authorized,  93,224,444 and
47,724,444 shares issued and outstanding on September 30, 2010 and December 31,
2009, respectively                                                                    932,244                932,244
Additional paid-in capital                                                         15,899,448             15,679,090
Accumulated Deficit                                                               (18,735,861)           (18,735,861)
Deficit accumulated during development stage                                         (150,268)                     -
                                                                         ---------------------   --------------------
Total Stockholders' Equity (Deficit)                                               (2,054,437)            (2,124,527)
                                                                         ---------------------   --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                      $ -                    $ -
                                                                         =====================   ====================

  See the accompanying notes to the consolidated financial statements.

                                      F-1
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                             MOMENTUM BIOFUELS, INC.
                         (A Development Stage Company)
                     Consolidated Statements of Operations
                                  (Unaudited)

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


                                      Three Months Ended September   Nine Months Ended September    Period From
                                                                                                    January 1, 2010
                                                                                                    to September
                                             2010          2009          2010         2009          30, 2010
                                          ------------  -----------   -----------  -----------   ----------------
Revenue                                           $ -          $ -           $ -          $ -                $ -
Cost of goods sold                                  -            -             -            -                  -
                                          ------------  -----------   -----------  -----------   ----------------
Gross profit                                        -            -             -            -                  -


Operating Expenses
General and administrative                     34,606       14,000       150,268       89,802            150,268
                                          ------------  -----------   -----------  -----------   ----------------
Total operating expenses                       34,606       14,000       150,268       89,802            150,268
                                          ------------  -----------   -----------  -----------   ----------------
Loss from operations                          (34,606)     (14,000)     (150,268)     (89,802)          (150,268)
                                          ------------  -----------   -----------  -----------   ----------------

Net Loss from Operations                    $ (34,606)   $ (14,000)   $ (150,268)   $ (89,802)        $ (150,268)
                                          ============  ===========   ===========  ===========   ================
Loss from discontinued operations                 $ -   $ (576,268)          $ -   $(2,238,842)              $ -
                                          ============  ===========   ===========  ===========   ================
Net loss                                    $ (34,606)  $ (590,268)   $ (150,268)  $(2,328,644)       $ (150,268)
                                          ============  ===========   ===========  ===========   ================
Per Share Information:
Weighted average number of common shares
outstanding                                93,224,444   47,524,444    93,224,444   47,724,444
                                          ============  ===========   ===========  ===========
Net loss per share from continuing
operations                                 $    (0.00)  $    (0.00)   $    (0.00)  $    (0.00)
                                          ============  ===========   ===========  ===========

Net loss per share from discontinued
operations                                 $        -   $    (0.01)   $        -   $    (0.05)
                                          ============  ===========   ===========  ===========

Net loss per share                         $    (0.00)  $    (0.01)   $    (0.00)  $    (0.05)
                                          ============  ===========   ===========  ===========




See the accompanying notes to the consolidated financial statements.

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                         (A Development Stage Company)
                 Consolidated Statement of Stockholders' Deficit
   For the Period from January 1, 2010  through September 30, 2010
                                  (Unaudited)
<S>                        <C>              <C>             <C>              <C>                <C>                  <C>


                                           Common Stock            Additional    Accumulated             Deficit
                                   Shares           Amount         Paid-In         Deficit                Accumulated      Totals
                                                                   Capital                               During the
                                                                                                         Development
                                                                                                           Stage
                           ---------------  --------------  ---------------  -----------------  -------------------  ---------------
Balance - January 1, 2010  93,224,444       $ 932,244     $ 15,679,090      $ (18,735,861)                 $ -     $ (2,124,527)
Cash contributed for
  services                          -               -          220,358                  -                    -          220,358
Net Income (Loss)                                                                       -             (150,268)        (150,268)
                           ---------------  --------------  ---------------  -----------------  -------------------  ---------------
Balance -
September 30, 2010         93,224,444       $ 932,244     $ 15,899,448      $ (18,735,861)          $ (150,268)    $ (2,054,437)
                           ===============  ==============  ===============  =================  ===================  ===============

See the accompanying notes to the consolidated financial statements.

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                         (A Development Stage Company
                            Statements of Cash Flows
                                  (Unaudited)
<S>                                                             <C>                 <C>                  <C>

                                                                For the Nine Months Ended September 30,    Period From
                                                                                                          January 1, 2010
                                                                                                                to
                                                                      2010                2009            September 30, 2010
                                                                -----------------   ------------------   -----------------
Cash Flows from Operating Activities
Net loss                                                              $ (150,268)        $ (2,328,644)         $ (150,268)
Adjustments to reconcile net loss to cash used in operating
   activities
Depreciation                                                                   -              340,254                   -
Gain (Loss) on sale of assets                                                  -                    -                   -
Bad debt expense                                                               -                    -                   -
Deferred loan cost expense                                                     -               39,780                   -
Interest expense - amortization of debt discount                               -               51,936                   -
Share based compensation                                                       -            1,183,185                   -
Changes in Assets and Liabilities
Accounts receivable                                                            -                2,190                   -
Inventory                                                                      -               73,552                   -
Prepaid expenses and other current assets                                      -               32,063                   -
Accounts payable                                                         (70,090)           1,072,487             (70,090)
Accrued expenses                                                               -             (406,725)                  -
                                                                -----------------   ------------------   -----------------
Net Cash Provided (Used) in Operating Activities                        (220,358)              60,078            (220,358)

Cash Flows used in Investing Activities
Other Assets                                                                   -              (50,000)                  -
                                                                -----------------   ------------------   -----------------
Net Cash Provided (Used) in Investing Activities                               -              (50,000)                  -

Cash Flows from Financing Activities
Payment of note payable                                                        -             (150,000)                  -
Loans from shareholders                                                        -                2,009                   -
Stock issued for cash                                                          -              (80,000)                  -
Cash contributed for services                                            220,358                    -             220,358
Proceeds from loan payable                                                     -              105,200                   -
Proceeds from convertible notes                                                                80,000                   -
                                                                -----------------   ------------------   -----------------
Net Cash Provided (Used) by Financing Activities                         220,358              (42,791)            220,358
                                                                -----------------   ------------------   -----------------
Net (Decrease) increase in Cash                                                -              (32,713)                  -

Cash and cash equivalents - Beginning of period                                -               34,559                   -
                                                                -----------------   ------------------   -----------------
Cash and cash equivalents - End of period                                    $ -              $ 1,846                 $ -
                                                                =================   ==================   =================
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the period for:
Interest                                                                     $ -            $ 105,453                 $ -
                                                                =================   ==================   =================
Financing activities
Loan Discount                                                                $ -             $ 51,936                 $ -
                                                                =================   ==================   =================

 See the accompanying notes to the consolidated financial statements.

                                      F-4

</TABLE>


<PAGE>



                             Momentum Biofuels, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
              For the Nine months Ended September 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  and 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.  Additionally  the  December 31, 2009
financial  statements  will be restated to properly  account for the transaction
with Hunt.  Consequently  the  December  31, 2009  financial  statement  and the
interim  period  financial  statement for the period March 31, 2010 and June 30
2010 should not be relied upon.

Basis of Presentation

Restatement of Results

Subsequent to the issuance of the Company's unaudited  financial  statements for
the nine months ended  September 30, 2010, the Company  determined that it would
restate its financial  statements for the nine months ended  September 30, 2009,
to show discontinued operations for its operations.  The unaudited statements of
operations for the three and nine months ended  September 30, 2009 herewith have
been restated to show such discontinued operations.

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>





Development Stage Company

The Company has  returned to a  development  stage  company due to the change of
business  plan and  strategies  in  January  2010.  Accordingly,  the  Company's
activities  have been accounted for as those of a "Development  Stage  Company."
Therefore,  the  Company's  financial  statements of  operations,  stockholders'
equity(deficit) and cash flows disclose activity since the date of the Company's
entry into the development stage.

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.

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.


                                      F-6
<PAGE>

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 nine  months  ended
September 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.

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                        <C>                  <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>

In January  2010,  the FASB issued  Accounting  Standards  Update (ASU)  2010-6,
"Improving  Disclosures  about Fair Value  Measurements."  This update  requires
additional  disclosure  within  the roll  forward  of  activity  for  assets and
liabilities measured at fair value on a recurring basis,  including transfers of
assets and  liabilities  between Level 1 and Level 2 of the fair value hierarchy
and the separate presentation of purchases,  sales, issuances and settlements of
assets and liabilities within Level 3 of the fair value hierarchy.  In addition,
the update requires enhanced  disclosures of the valuation techniques and inputs
used in the fair value  measurements  within Levels 2 and 3. The new  disclosure
requirements  are  effective  for interim  and annual  periods  beginning  after
December 15, 2009, except for the disclosure of purchases,  sales, issuances and
settlements of Level 3 measurements.  Those disclosures are effective for fiscal
years  beginning  after December 15, 2010. As ASU 2010-6 only requires  enhanced
disclosures,  the Company  does not expect that the adoption of this update will
have a material effect on its financial statements.

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 nine months ended  September 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 and an accumulated deficit
during the  development  stage of $150,268 at September  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 relating to
the  recoverabililty  and  classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.

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.

                                      F-8

<PAGE>





Note 5- Discontinued Operations

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  and 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.

As a consequence to the above,  the Company has returned to a development  stage
company  due  to  the  discontinuing  of  its  prior  operations.   Discontinued
operations consist of the following:



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

                                                                   Three Months Ended                  Nine Months Ended
                                                             September 30,    September 30,    September 30,   September 30, 2009
                                                                 2010              2009             2010
Net Sales                                                                 0                 0               0            182,718
Cost of Sales                                                             0                 0               0           (161,973)
                                                            ---------------- ----------------- --------------- -------------------
Gross profit                                                              0                 0               0             20,745
Operating expense                                                         0         (568,736)               0         (2,243,936)
Other income (expense)                                                    0          (21,532)               0           (105,453)
                                                            ---------------- ----------------- --------------- -------------------
Net loss on discontinued operations                                       0         (590,268)               0         (2,328,644)
                                                            ================ ================= =============== ===================
</TABLE>

Note 6 - Equity Transactions

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

The Company's primary shareholder Hunt Group, contributed $220,358 to capital to
cover for legal and professional expense and for payment of aged vendor balance.

Note 7 - Options

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

At September 30, 2010, there were 9,250,000 issued and outstanding  options, all
fully vested. The weighted average exercise price for all options outstanding as
of September 30, 2010 was $1. Option activity September 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
                                   ========== ======= =========== ===========



                                      F-9
<PAGE>





Note 8 - Warrant Activity

Warrants activity through September 30, 2010 is as follows:

<TABLE>
<CAPTION>
<S>                                                                  <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 September
30, 2010 was $0.48.

Note 9 - Litigation

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.


                                      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  September 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
raise necessary  financing to execute the Company's business plan; (4) potential
litigation with our shareholders,  creditors and/or former or current investors;
(5) the Company's ability to comply with all applicable federal, state and local
government and international  rules and regulations;  and (6) 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
3 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  September 30, 2010 Compared To The
Three Months Ended September 30, 2009.

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

During the three months ended September 30, 2010, the Company  incurred  $34,606
in  expenses  compared  to expenses  of $14,000  during the three  months  ended
September 30, 2009.  The increase in total expenses of $20,606 is a result of an
increase in legal and accounting expenses.

Results of Operations  For Nine months ended  September 30, 2010 compared To The
Nine months ended September 30, 2009. The Company did not recognize any revenues
for the nine months ending  September 30, 2010 and 2009.  During the nine months
ended September 30, 2010, the Company  incurred  operating  expenses of $150,268
compared to $89,809 during the nine months ended September 30, 2009 The increase
was a  result  of  increased  legal  and  accounting  fees  associated  with the
discontinued  operation.  During the nine months ended  September 30, 2010,  the
Company  recognized a net loss of $150,268  compared  with a net loss of $89,802
for the nine months ended September 30, 2009.


                                       2
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At September  30,  2010,  the Company had $0 in cash and $0 in other assets with
which to conduct its  operations.  At September 30, 2010,  the Company had total
liabilities of $2,054,437.

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 used by operating activities during the nine months ended September 30,
2010 was $220,358.  During the nine months ended September 30, 2009, the Company
provided  net cash of $60,078 in  operating  activities.  During the nine months
ended  September  30,  2009,  net losses of  $2,238,644  were  adjusted  for the
non-cash  items  of  $340,254  in  depreciation  and  amortization  expense  and
$1,183,185 in share based compensation.

During  the nine  months  ended  September  30,  2010,  the net cash used by its
investing  activities  was $0. During the nine months ended  September 30, 2009,
the Company used $50,000 in its investing activities.

Net cash provided by financing activities during the nine months ended September
30,  2010 was  $220,358.  During  the nine  months  ended  September  30,  2009,
financing activities used net funds in the amount of $42,791.

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.

                                       3
<PAGE>




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.

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

                  o  share-based compensation


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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         - NOT APPLICABLE

                                       4
<PAGE>




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.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the quarter  ended  September  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.

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

                                       7
<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.

                                       8
<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: November  22, 2010           By: /s/George Sharp
                                       ---------------
                                          George Sharp,
                                          Chief Executive Officer,
                                          and Principal Accounting Officer

                                       9