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: March 31, 2009

[   ] 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)


             2600 South Shore Blvd, Suite 100 League City, TX 77573
             ------------------------------------------------------
                     (Address of Principal Executive Offices)


                                 (281) 334-5161
                                 --------------
                        (Telephone # 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  [  ]                 Smaller reporting company [X]

(Do not check if a smaller reporting company)





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 May 18, 2009, there were 47,724,444  shares of the registrant's sole class
of common shares outstanding.




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





PART I - FINANCIAL INFORMATION

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

         Consolidated Balance Sheets - March 31, 2009 (Unaudited) and
                           December 31, 2007(Audited)                                   F-1

         Consolidated Statements of Operations (Unaudited)  -
                  Three months ended March 31, 2009 and 2008                            F-2

         Consolidated Statements of Changes in Shareholders' Equity -
                   (Unaudited) March 31, 2009                                           F-3

         Consolidated Statements of Cash Flows  (Unaudited) -
                  Three months ended March 31, 2009 and 2008                            F-4

         Notes to the Unaudited Consolidated Financial Statements                       F-7

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                                                                          5

Item 4. Controls and Procedures                                                           5

Item 4T.  Controls and Procedures                                                         6

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                               7

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.  Submission of Matters to a Vote of Security Holders - Not Applicable             7

Item 5.  Other Information - Not Applicable                                               7

Item 6.  Exhibits                                                                         7

SIGNATURES                                                                                8

</TABLE>


<PAGE>




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

For financial  information,  please see the financial  statements  and the notes
thereto, attached hereto and incorporated herein by this reference.

<PAGE>
<TABLE>
<CAPTION>

                             MOMENTUM BIOFUELS, INC.
                          Consolidated Balance Sheets
<S>                                                            <C>                 <C>


                                                                March 31, 2009     December 31, 2008
                                                               ---------------------------------------
                                                                 (Unaudited)           (Audited)
 ASSETS
Current Assets
Cash                                                                $     8,899           $    34,559
Accounts Receivable, net                                                      -                 2,190
Inventory                                                                     -                73,552
Prepaid insurance                                                             -                32,063
                                                               -----------------   -------------------
Total current assets                                                      8,899               142,364

Property & equipment, net of accumulated depreciation and
amortization                                                          2,490,307             2,617,902
Other Assets                                                            310,420               327,469
                                                               -----------------   -------------------
TOTAL ASSETS                                                        $ 2,809,626           $ 3,087,735
                                                               =================   ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                      $ 792,429             $ 569,779
Accrued expenses                                                        614,048               491,330
Advances - related parties                                               16,219                14,210
Loan payable                                                                  -               150,000
Short term notes payable - related parties                                    -                     -
                                                               -----------------   -------------------
Total Current Liabilities                                             1,422,696             1,225,319
                                                               -----------------   -------------------
Long Term Liabilities
Convertible notes payable - net of discount - related parties            57,380                53,318
Senior secured convertible note - net of discount                       233,022               217,608
                                                               -----------------   -------------------
Total Long Term Liabilities                                             290,402               270,926
                                                               ---------------------------------------
Total Liabilities                                                     1,713,098             1,496,245
                                                               -----------------   -------------------
Stockholders' Equity
Common stock, $0.01 par value; 500,000,000 shares authorized,
47,724,444 shares issued and outstanding on March 31, 2009 and
December 31, 2008, respectively                                         477,244               477,244
Additional paid-in capital                                           14,693,877            14,299,482
Accumulated Deficit                                                 (14,074,593)          (13,185,236)
                                                               -----------------   -------------------
Total Stockholders' Equity                                            1,096,528             1,591,490
                                                               -----------------   -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,809,626           $ 3,087,735
                                                               =================   ===================

  See the accompanying notes to the consolidated financial statements.

                                      F-1
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<PAGE>
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<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Operations
                For the Three Months Ended March 31, 2009 & 2008
                                  (Unaudited)
<S>                                                                    <C>                <C>

                                                                            2009               2008
                                                                       ----------------   ----------------
Revenue                                                                      $ 182,718          $ 348,930
Cost of goods sold                                                             161,973            251,623
                                                                       ----------------   ----------------
Gross profit                                                                    20,745             97,307


Operating Expenses
Plant expenses                                                                 228,471            430,349
General and administrative                                                     637,241            778,465
                                                                       ----------------   ----------------
Total Operating Expenses                                                       865,712          1,208,814
                                                                       ----------------   ----------------
Loss from operations                                                          (844,967)        (1,111,507)
                                                                       ----------------   ----------------
Other Income (Expense)
Interest income                                                                      -              1,082
Interest expense                                                               (44,391)            (2,310)
                                                                       ----------------   ----------------
Total Other Income (Expense)                                                   (44,391)            (1,228)
                                                                       ----------------   ----------------
Net Loss                                                                    $ (889,358)       $(1,112,735)
                                                                       ================   ================

Per Share Information:
Weighted average number of common shares outstanding  Basic and
Diluted                                                                     48,559,181         50,832,381
                                                                       ================   ================
Net Loss per Share                                                             $ (0.02)           $ (0.02)
                                                                       ================   ================



See the accompanying notes to the consolidated financial statements.

                                      F-2
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<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                 Consolidated Statement of Stockholders' Equity
           For the Period from January 1, 2009 through March 31, 2009
                                  (Unaudited)
<S>                               <C>              <C>             <C>              <C>                <C>

                                           Common Stock            Additional        Accumulated
                                   Shares           Amount          Paid-In          Deficit               Totals
                                                                    Capital
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - January 1, 2009             47,724,444       $ 477,244     $ 14,299,482      $ (13,185,235)      $1,591,491
Shares issued in private
placement for cash                                                                                                  -

Note Conversion                                                                                                     -

Conversion of interest on note                                                                                      -
Directors stock based on
compensation                                                                                                        -

Shares issued for services                                                                                          -

Warrants issued for services                                                                                        -
Employee stock option
compensation                                                              394,395                             394,395

Net loss                                                                                    (889,358)        (889,358)
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - March 31, 2009              47,724,444       $ 477,244     $ 14,693,877      $ (14,074,593)      $1,096,528
                                  ===============  ==============  ===============  =================  ===============

See the accompanying notes to the consolidated financial statements.

                                      F-3
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<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Cash Flows
                For the Three Months Ended March 31, 2009 & 2008
                                  (Unaudited)
<S>                                                             <C>                 <C>

                                                                      2009                2008
                                                                -----------------   ------------------
Cash Flows from Operating Activities
Net loss                                                              $ (889,358)        $ (1,112,735)
Adjustments to reconcile net loss to cash used in operating
activities
Depreciation                                                             127,595              130,843
Bad debt expense                                                                                    -
Deferred loan cost expense                                                17,049                    -
Interest expense - amortization of debt discount                          19,476                    -
Share based compensation                                                 394,395              335,254
Shares issued for service                                                      -
Changes in Assets and Liabilities
Accounts receivable                                                        2,190              (17,770)
Inventory                                                                 73,552               37,623
Prepaid expenses and other current assets                                 32,063                5,298
Accounts payable                                                         222,650              177,021
Accrued expenses                                                         122,719               (8,716)
                                                                -----------------   ------------------
Net Cash Used in Operating Activities                                    122,331             (453,182)

Cash Flows from Financing Activities
Payment of note payable                                                 (150,000)            (315,891)
Loans from shareholders                                                    2,009               10,000
Stock issued for cash                                                          -               80,000
Offering costs                                                                 -                    -
Proceeds from loan payable                                                     -                    -
Proceeds from convertible notes                                                -                    -
                                                                -----------------   ------------------
Net Cash Provided (Used) by Financing Activities                        (147,991)            (225,891)
                                                                -----------------   ------------------
Net Increase (Decrease) in Cash                                          (25,660)            (679,073)

Cash and cash equivalents - Beginning of period                           34,559              777,171
                                                                -----------------   ------------------
Cash and cash equivalents - End of period                                $ 8,899             $ 98,098
                                                                =================   ==================

Supplemental Disclosure of Cash Flow Information:
Cash Paid During the period for:
Interest                                                                $ 44,391              $ 2,310
                                                                =================   ==================
Income Taxes                                                                 $ -                  $ -
                                                                =================   ==================
Non-Cash Transactions - Investing activities:
Stock issued for services                                                    $ -                  $ -
                                                                =================   ==================
Warrants issued for services                                                 $ -                  $ -
                                                                =================   ==================
Capitalized interest during construction period                              $ -                  $ -
                                                                =================   ==================
Financing activities
Cancellation of common shares                                                $ -             $ 75,000
                                                                =================   ==================
Loan Discount                                                           $ 19,476                  $ -
                                                                =================   ==================


 See the accompanying notes to the consolidated financial statements.

                                      F-4
</TABLE>


<PAGE>

                                 BIOFUELS, INC.
                 Notes to the Consolidated Financial Statements
               For the Three Months Ended March 31, 2009 and 2008
                                   (Unaudited)
Note 1 - Organization, Nature of Operations and Basis of Presentation

Momentum  Biofuels,  Inc. was incorporated in Texas on May 8, 2006, to engage in
the business of the production of biodiesel fuel. Tonga Capital  Corporation was
incorporated  on January 29,  1987,  in Colorado,  and was been a  non-operating
entity classified as a shell company under Rule 12b-2 of the Securities Exchange
Act of 1934. On May 31, 2006,  Tonga  Capital  Corporation  (Tonga),  a Colorado
Corporation,  signed  an  Agreement  and Plan of  Reorganization  with  Momentum
Biofuels,  Inc. The shareholders of Momentum Biofuels,  Inc. received 39,275,000
shares of common  stock of Tonga in exchange for  39,275,000  shares of Momentum
Biofuels,  Inc. This  transaction  was  accounted  for as a reverse  merger with
Momentum Biofuels, Inc. being treated as the accounting acquirer.

Our business purpose is to manufacture  high quality  biodiesel fuel for sale to
local distributors, jobbers, and state and local government fleets.

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, 2008, as reported in the Form 10-K have been omitted.

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 three  months  ended March 31, 2009 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  $14,074,593  through March 31, 2009.
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.

                                      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 March 31, 2009
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.

                                      F-6

<PAGE>


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 SFAS No. 144,  "Accounting for the 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.

Assets Being Developed for Our Own Use

Assets being  developed for our own use are stated at cost,  which  includes the
cost of construction and other direct costs attributable to the construction. No
provision  for  depreciation  is made on assets  developed for our own use until
such time as the relevant  assets are completed  and put into  service.

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.

                                      F-7
<PAGE>


Share-Based Compensation

Momentum measures all share-based  payments,  including grants of employee stock
options,  using a  fair-value  based  method in  accordance  with  Statement  of
Financial  Accounting  Standards No. 123R,  "Share-Based  Payments." 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 three  months ended
March 31, 2009 and 2008, 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-8
<PAGE>



Description                                             2009         2008
-------------------------------------------------  ------------ -------------
Weighted average shares used to compute basic and
diluted net loss per common share:                   47,724,444   48,559,181

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

Total securities convertible into shares of common
stock                                                11,582,000   11,582,000
                                                    ============ ============

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.

Note 3 - 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.

During the three months ended March 31, 2009, one customer accounted for 100% of
Momentum's  revenue.   Momentum  performs  ongoing  credit  evaluations  of  its
customers' financial condition. Momentum's accounts receivable are unsecured.

Note 4 - Inventories

As of  March  31,  2009  and  December  31,  2008,  inventory  consisted  of the
following:

Description                                          2009              2008
-----------                                          ----              ----
Finished Goods                                   $       0        $     1,980
Raw Materials                                            0             71,572
                                                -----------        -----------
Total                                            $       0         $   73,552
                                               ============        ==========

Note 5 - Property and Equipment

Property,  plant  and  equipment  as of March 31,  2009 and  December  31,  2008
consisted of the following:

Description                                       2009               2008
-----------                                       ----               ----

 Plant                                    $     3,279,592      $   3,279,592
 Plant machinery and equipment                     44,455             44,455
 Office furniture and equipment                    52,239             52,239
 Computer software                                  3,220              3,220
 Leasehold Improvements                            41,251             41,251
                                          ----------------     --------------
      Total Assets                              3,420,757          3,420,757
                                          ----------------     --------------
Accumulated Depreciation & Amortization          (930,450)          (802,855)
                                          ----------------     --------------
                                          $     2,490,307      $   2,617,902
                                          ================     ==============

                                      F-9

<PAGE>

Note 6 - Assets Being Developed For Our Own Use

The asset  developed for our own use consists of a biodiesel  refinery plant for
which  construction  was completed in early 2007. On June 25, 2007, these assets
were placed into service pursuant to applicable accounting  principles.  For the
three  months  ended  March 31,  2009 and 2008,  depreciation  and  amortization
expense was $127,595 and $130,844, respectively.

Note 7 - Loans Payable

During  the year ended  December  31,  2008,  Momentum  entered  into an account
purchasing  agreement,  payable to Crown  Financial to sell certain  accounts to
Crown Financial  totaling  $150,000.  The agreement  accrued interest at 12% per
annum.  On January 31,  2009,  Momentum  paid the  agreement in full and accrued
interest of $15,000.

Note 8 - Notes Payable - Related Parties

Notes  payables to related  parties as of March 31, 2009 and  December 31, 2008,
consisted of the following:

Description                                          2009          2008
--------------------------------------------   --------------  --------------
Notes payable originally issued to Richard
Robert,  Richard Cilento,  David Fick
and J. Paul Consulting.  The interest rate
is 10% per annum,  payable quarterly.
These notes are Secured by all of the assets
and property of Momentum. The notes may be
converted  into shares of MMBI's common stock
at any time at a conversion price of $0.40
per share. If the notes are prepaid before
May 1, 2010,  Momentum will issue the lenders
a warrant to Purchase one share of Momentum
common stock for each  $1.00  principal  amount
of the  note.  Momentum  does  not  consider
prepayment likely.

The notes mature on May 1, 2013.               $      125,000    $   125,000

The loan discount was calculated using
the beneficial  conversion  feature.  The
warrants were valued per the Black Scholes
method. The assumptions used to value
the warrants included an expected term of
7 years, a risk-free  interest rate of
3.78%,expected  volatility  using  comparable
company  volatility  of 215%,  an exercise
price of $0.40 and a stock  price on the
date of grant of  $0.50.  The discount will
be amortized over the life of the notes.             (67,620)     (71,682)
                                             -----------------  -------------
                                              $       57,380    $     53,318
                                             =================  =============

                                      F-10
<PAGE>



Note 9 - Convertible Notes Payable

Convertible  notes payable as of March 31, 2009 and December 31, 2008  consisted
of the following:

Description                                       2009               2008
-------------------------------------------  ---------------  ---------------

Notes  payable  originally  issued to ten
lenders.  The interest rate is 10% per
annum,  payable  quarterly.  These  notes
are  secured  by all of the assets and
property of Momentum.  The notes may be
converted  into shares of MMBI's  Common
stock at any time at a  conversion  price
of $0.40 per  share.  If the notes are
prepaid  before  May 1,  2010,  Momentum
will  issue the  lenders a warrant  to
purchase one share of Momentum common stock
for each $1.00  principal  amount of
the note. Momentum does not Consider prepayment
likely. The notes mature on May 1, 2013.         $  475,000      $  475,000

The loan discount was calculated using the
Beneficial  conversion  feature.  The
warrants were valued per the Black Scholes
method. The assumptions used to value
the Warrants included an expected term of
7 years, a risk-free  interest rate of
3.78%,  expected  volatility  using
comparable  company  volatility of 215%, an
exercise  price of $0.40 and a stock  price
on the date of grant of  $0.50.  The
discount will be amortized over the life of
the notes.                                         (256,978)       (272,392)

Note payable originally issued to Thomas Prasil
in the amount of $15,000.  The interest rate is
10% per annum, payable quarterly.  This note is
unsecured.  The notes may be  converted  into
shares of  MMBI's  common  stock at any time at
a conversion  price of $0.40 per share.  If the
notes are prepaid  before May 1, 2010,  Momentum
will  issue  the  lenders a warrant  to  Purchase
one share of Momentum common stock for each $1.00
principal amount of the note. Momentum does
not consider prepayment likely.
The notes mature on May 1, 2013.                     15,000          15,000
                                              --------------   -------------
  Total                                       $     233,022     $    217,608
                                              ==============   =============

In  conjunction  with the notes payable  referred to above,  a lending agent was
paid a  placement  fee of  $42,000.  In  addition  the agent was issued  600,000
warrants with an exercise price of $0.40.  Further  explanation of the valuation
of the warrants is found in Note 14.

                                      F-11
<PAGE>

Note 10 - Obligations and Commitments

Momentum has leased office and plant space and also office and plant  equipment.
Pursuant  to these  agreements,  Momentum  is  obligated  to make the  following
payments:
          Year Ending
          December 31,                        Amount
------------------------------------    --------------------
               2009                     $         289,163
               2010                     $         317,074
               2011                     $         303,343
               2012                     $         117,619

Rental  expense for the three months  ended March 31, 2009 was  $76,253.  Rental
expense for the three months ended March 31, 2008 was $76,253.

Note 11 - 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 March 31, 2009 and December 31, 2008 are as follows:

                                              2009                  2008
                                    ------------------    -------------------
Deferred tax assets:
  Loss carry forwards                   $   1,439,000        $    1,439,000
  Less valuation allowance                 (1,439,000)           (1,439,000)
                                    ------------------    -------------------

Net deferred tax assets                 $           -         $           -
                                    ==================    ===================

As of December 31, 2008,  Momentum had a net  operating  loss  carryforward  for
federal  income tax  purposes  of  approximately  $4,824,518  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.

                                      F-12
<PAGE>

Note 12 - Equity Transactions

During the three months ended March 31, 2009,  Momentum did not issue any shares
of its  common  stock.

Note 13 -  Options

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

Option activity for the period from January 1, 2009 through March 31, 2009 is as
follows:


              Expiration    Exercise
Grant Date    Date          Price     Beginning  Granted  Forfeited  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

The weighted average exercise price for all options  outstanding as of March 31,
2009 was $1.

Note 14 - Warrant  Activity

Warrants  activity for the period from January 1, 2009 through March 31, 2009 is
as follows:


              Expiration    Exercise
Grant Date    Date          Price     Beginning  Granted  Exercised  Ending
----------    -----------   --------  ---------  -------  ---------  -------
06/27/2006    06/27/2016    $1.00       100,000                        100,000
11/30/2006    11/30/2016    $1.00        10,000                         10,000
12/31/2006    12/31/2016    $1.00        10,000                         10,000
01/31/2007    01/31/2017    $1.00        10,000(1)                      10,000
02/01/2007    02/01/2017    $1.00         2,000(1)                       2,000
08/31/2007    08/31/2009    $1.00     1,000,000(2)                   1,000,000
10/04/2007    10/04/2009    $1.00       150,000(3)                     150,000
06/25/2008    06/25/2015    $0.40       300,000(4)                     300,000
06/25/2008    06/25/2015    $0.40       600,000(5)                     600,000
                                      -----------  ------ ---------- ---------
                                    $ 2,182,000                     $2,182,000
                                      ===========  ====== ========== =========

The weighted average exercise price for all warrants outstanding as of March 31,
2009 was $0.75.

(1) Momentum  calculated  the fair value of these  warrants at $18,895 using the
Black-Scholes  option  pricing model and this amount has been charged to general
and  administrative  expenses and credited to additional paid-in capital for the
year ending  December  31,  2007.  The  assumptions  used to value the  warrants
include  an  expected  term of 10  years,  a risk free  interest  rate of 4.98%,
expected  volatility  using comparable  company  volatility of 145%, an exercise
price of $1 and a stock price on the date of grant of $1.60.

                                      F-13
<PAGE>


(2) Momentum  calculated  the fair value of these warrants at $547,579 using the
Black-Scholes  option  pricing model and this amount has been charged to general
and  administrative  expenses and credited to additional paid-in capital for the
year ending  December  31,  2007.  The  assumptions  used to value the  warrants
include  an  expected  term of 2 years,  a risk  free  interest  rate of  6.50%,
expected  volatility  using comparable  company  volatility of 154%, an exercise
price of $1 and a stock price on the date of grant of $0.95.

(3) Momentum  calculated  the fair value of these  warrants at $95,746 using the
Black-Scholes  option  pricing model and this amount has been charged to general
and  administrative  expenses and credited to additional paid-in capital for the
year ending  December  31,  2007.  The  assumptions  used to value the  warrants
include  an  expected  term of 2 years,  a risk  free  interest  rate of  4.17%,
expected  volatility  using comparable  company  volatility of 186%, an exercise
price of $1 and a stock price on the date of grant of $0.80.

(4) Momentum  calculated  the fair value of these warrants at $149,624 using the
Black-Scholes  option  pricing  model and  allocated  a portion of the  original
proceeds to these warrants as a discount to the note through  additional paid-in
capital. The assumptions used to value the warrants included an expected term of
7  years,  a  risk-free  interest  rate  of  3.78%,  expected  volatility  using
comparable  company  volatility of 215%, an exercise  price of $0.40 and a stock
price on the date of grant of $0.50.  The relative fair value of these  warrants
was  combined  with  the  value  of the  beneficial  conversion  feature  of the
convertible notes described in Note 10, and recorded as a discount on the notes.

(5) Momentum  calculated  the fair value of these warrants at $298,971 using the
Black-Scholes  option  pricing  model and  allocated  a portion of the  original
proceeds to these warrants as a discount to the note through  additional paid-in
capital. The assumptions used to value the warrants included an expected term of
7  years,  a  risk-free  interest  rate  of  3.78%,  expected  volatility  using
comparable  company  volatility of 215%, an exercise  price of $0.40 and a stock
price on the date of grant of $0.50.

                                      F-14
<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD-LOOKING  STATEMENTS CAUTIONARY

This Item 2 and the report on Form 10-Q for the period  ended March 31, 2009 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,  2008,  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
1 to the unaudited quarterly financial statements.

OPERATIONS

Momentum is a "pure play" biodiesel  producer focused on servicing the U.S. Gulf
Coast and in the future,  international  biodiesel  markets.  Momentum  plans to
manufacture high quality, low cost and socially responsible biodiesel fuels that
complement and integrate with the existing  diesel fuel supply chain.

We  intend  to  manufacture  high  quality  biodiesel  fuel  for  sale to  local
distributors,  jobbers,  and state and local government  fleets.  Biodiesel is a
domestic,  renewable  fuel  for  use in  diesel  engines  that is  derived  from
vegetable  oils or animal fats, and can be blended with  petroleum-based  diesel
fuel for use in existing diesel engines. We derive the biodiesel that we produce
from soybean oil.

                                       1

<PAGE>

During the year ended December 31, 2008,  petroleum  diesel was as high as $5.10
per gallon and as low as $1.85 per gallon. Biodiesel prices tracked very closely
with  this  price  fluctuation.  The raw  materials  used to  produce  biodiesel
(feedstock and chemicals) also varied wildly with feedstock being as low as $.15
per pound ($1.15 per gallon) and $.65 per pound  ($4.97 per gallon).  Chemicals,
such as Methanol,  varied  similarly in price from $3.00 per gallon to as low as
$.80 per gallon. Federal, state and local mandates were put on hold, temporarily
ignored or postponed while the government and the market sort out the future for
alternative fuels, especially biodiesel.

In the  continuance  of  Momentum's  business  operations  it does not intend to
purchase or sell any  significant  assets and the Company does expect to have to
hire additional employees, if it is able to secure financing or sees an increase
in orders.

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.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

RESULTS OF OPERATIONS

Results of  Operations  For Three  Months  Ended March 31, 2009  Compared To The
Three Months Ended March 31, 2008.

The Company recognized revenue of $182,718 for the three months ending March 31,
2009,  compared to $348,930 of revenue  during the three  months ended March 31,
2008.

During the three months ended March 31, 2009, the Company  incurred  $161,973 in
cost of sales,  resulting in a gross  profit of $20,745  compared to $251,623 in
cost of goods sold;  resulting in a gross profit of $97,307 for the three months
ended March 31, 2008.  During the three months ended March 31, 2009, the Company
incurred  operating expenses of $865,712 compared to $1,208,814 during the three
months ended March 31, 2008.  Operating  expenses  during the three months ended
March 31, 2009 included,  $228,471 in plant expenses and $637,241 in general and
administrative expenses,  compared to $430,349 in plant expenses and $778,465 in
administrative  expenses for the three  months ended March 31, 2008.

                                      2
<PAGE>

During the three months ended March 31, 2009, the Company  incurred net interest
expense of  $44,391,  compared  to $1,228 for the three  months  ended March 31,
2008.

During the three months ended March 31, 2009, the Company  recognized a net loss
of $889,358  compared with a net loss of  $1,112,735  for the three months ended
March 31,  2008.  The  decrease of  $223,377  was due  primarily  to decrease in
payroll expense and consulting fees. The net loss per share for the three months
ended March 31,  2009,  was $0.02 per share  compared to a net loss per share of
$0.02 for the three months ending March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2009, the Company had $8,899 in cash and $2,800,727 in other assets
with which to conduct its operations. 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 three months ended March
31, 2009 was $122,331. During the three months ended March 31, 2008, the Company
used net cash of $453,182 in operating activities. During the three months ended
March 31, 2009,  net losses of $889,358  were  adjusted for non-cash  items that
included $127,595 in depreciation and amortization expense and $394,395 in share
based compensation.  During the three months ended March 31, 2008, net losses of
$1,112,735 were adjusted for the non-cash items of $130,843 in depreciation  and
amortization expense and $335,254 in share based compensation.

During the three months ended March 31, 2009, the Company used $0 in cash in its
investing activities.  During the three months ended March 31, 2008, the Company
used $0 in its  investing  activities.

Net cash used by  financing  activities  during the three months ended March 31,
2009 was  $147,991.  During the three months  ended March 31, 2008,  the Company
used funds by financing activities was $225,891.

On January 31, 2009, the Company paid in full the outstanding loan held by Crown
Financial.  The loan had an issue date of December 1, 2008 and bears an interest
rate of 12% per annum. The final payment was $165,000,  cash, including fees and
interest.

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 the
Annual  Report  on Form  10-K.  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 revenue  recognition;
o value  of  long-lived  assets;
o inventories;  and
o income  taxes.

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.

INVENTORIES

Inventories  are stated at the lower of average  cost basis or market.  Abnormal
amounts of idle facility expenses, freight, handling costs, and wasted materials
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 facility.

VALUATION OF LONG-LIVED ASSETS

The Company  assesses the  impairment of long-lived  assets  whenever  events or
changes  in   circumstances   indicate  that  the  carrying  value  may  not  be
recoverable.  Factors the Company  considers  important  which could  trigger an
impairment  review  include  negative  projected  operating  performance  by the
Company and significant  negative industry or economic trends.  The Company does
not believe that there has been any impairment to long-lived  assets as of March
31, 2009.

                                    4
<PAGE>

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.

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

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under Rule 13a-15(e)  promulgated under the Securities  Exchange Act of 1934, as
amended  (the  Exchange  Act).  As a result of this  evaluation,  we  identified
material  weaknesses  in our  internal  control over  financial  reporting as of
December 31, 2008.  Accordingly,  we concluded that our disclosure  controls and
procedures  were not  effective as of March 31, 2009.

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 has  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 and to ensure that information  required to
be disclosed in our periodic SEC filings is accumulated and  communicated to our
management,  including our Chief Executive  Officer,  to allow timely  decisions
regarding  required  disclosure  as a result of the  deficiency  in our internal
control over financial reporting discussed below.

The material weakness  identified in our annual report on Form 10-K for the year
ended December 31, 2008 were related to a lack of an accounting  staff resulting
in a lack of segregation of duties and accounting  technical expertise necessary
for an effective system of internal control.  Which have not been resolved as of
March 31, 2009.

                                       5
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial reporting is as of the period ended March 31, 2009. Based
on the evaluation, management concluded that there is a material weakness in our
internal  control over  financial  reporting.  The 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.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  in ICFR  such  that  there  is a  reasonable  possibility  that a
material  misstatement of our annual or interim financial statements will not be
prevented or detected on a timely  basis by  employees  in the normal  course of
their assigned functions.

Notwithstanding  this  material  weakness,  we  believe  that  the  consolidated
financial  statements  included in this report fairly  present,  in all material
respects,  our consolidated  financial  position and results of operations as of
and for the period ended March 31, 2009.

Remediation of Material Weakness

As discussed in  Management's  Annual Report on Internal  Control over Financial
Reporting,  as of December  31,  2008,  there were  material  weaknesses  in our
internal  control over financial  reporting.  We have analyzed our processes for
all business units and the  established  policies and procedures  with necessary
segregation of duties,  which will establish  mitigating  controls to compensate
for  the  risk  due to lack of  segregation  of  duties.  In  addition,  we have
evaluated the necessary  steps to improve our controls over financial  reporting
and we are in the initial planning phase of upgrading,  where possible,  certain
of our information technology systems impacting financial reporting.

Through these steps, we believe we are addressing the deficiencies that affected
our internal control over financial  reporting as of December 31, 2008 and March
31,  2009.  However,  the  effectiveness  of any system of internal  controls is
subject to inherent  limitations and there can be no assurance that our internal
control over financial reporting will prevent or detect all errors.  Because the
remedial actions require hiring of additional  personnel,  upgrading  certain of
our information technology systems, and relying extensively on manual review and
approval,  the  successful  operation  of these  controls  for at least  several
quarters  may be required  before  management  may be able to conclude  that the
material weakness has been remediated.

The aggregate costs of remediation are unknown at this time.

This quarterly  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 Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this quarterly report.

                                       6
<PAGE>

Changes in Internal Control Over Financial Reporting.

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the period ended March 31, 2009,  that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.


                           PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None

ITEM 5. OTHER INFORMATION.
None

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 Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act.

32.1 Certification by the Chief Executive 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:  May 18, 2009                  By: /s/ Gregory A. Enders
                                         ---------------------
                                             Gregory A. Enders,
                                             President, Chief Executive Officer,
                                             and Principal Accounting Officer

                                        8