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, 2011

      [ ] 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) 421-1656
                    ( 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 May 13, 2011, 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       (Unaudited)                                                           Page
                                                                                                          ----

         Consolidated Balance Sheets - March 31, 2011 (Unaudited) and
                           December 31, 2010 (Audited)                                                    F-1

         Consolidated Statements of Operations  (Unaudited) - Three months ended
                  March 31, 2011 and 2010 and From August 21, 2009 through
                  March 31, 2011                                                                          F-2

         Consolidated Statement of Stockholders'  Deficit - From August 21, 2009
                   through March 31, 2011  (Unaudited)                                                    F-3

         Consolidated Statements of Cash Flows  (Unaudited) - Three months ended
                  March 31, 2011 and 2010 and from August 21, 2009 through
                  March 31, 2011                                                                          F-4

         Notes to the Unaudited Consolidated Financial Statements                                         F-5

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

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

Item 4. Controls and Procedures                                                                             4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                                 5

Item 1A. Risk Factors - Not Applicable

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds -                                      5
         Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                                   5

Item 4.  (Removed and Reserved)                                                                             5

Item 5.  Other Information - Not Applicable                                                                 5

Item 6.  Exhibits                                                                                           6
SIGNATURES                                                                                                  7

</TABLE>


<PAGE>




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.


<PAGE>
<TABLE>
<CAPTION>


MOMENTUM BIOFUELS, INC. AND  SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
<S>                                                            <C>                 <C>


                                                                March 31, 2011      December 31, 2011
                                                               ----------------------------------------
                                                                (Unaudited)            (Audited)
ASSETS

TOTAL ASSETS                                                        $        -            $         -
                                                               =================   ===================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable                                                    $ 1,881,929            $ 1,856,576
Accrued expenses                                                              -                 17,500
Advances - related parties                                              224,836                204,336
                                                               -----------------   --------------------
Total Current Liabilities                                             2,106,765              2,078,412
                                                               -----------------   --------------------
Stockholders' Deficit
Common stock, $0.01 par value; 500,000,000 shares authorized,
93,224,444 and 932,224,444  shares  issued and  outstanding on
March 31, 2011 and December 31, 2010, respectively                      932,244                932,244
Additional paid-in capital                                           16,378,498             16,378,498
Accumulated Deficit                                                 (19,135,592)           (19,135,592)
Deficit accumulated during development stage                           (281,915)              (253,562)
                                                               -----------------   --------------------
Total Stockholders' Deficit                                          (2,106,765)            (2,078,412)
                                                               -----------------   --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $ -                    $ -
                                                               =================   ====================

  See the accompanying notes to the consolidated financial statements.


</TABLE>

                                      F-1
<PAGE>
<TABLE>
<CAPTION>


MOMENTUM BIOFUELS, INC. AND  SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<S>                                                                 <C>                <C>                 <C>

                                                                         Three Months Ended March 31,       Period From August 21,
                                                                                                                2009 to March 31,
                                                                         2011               2010                    2011
                                                                    ----------------   ----------------    -------------------

Revenue                                                             $            -     $            -      $               -
Operating Expenses
General and administrative                                                   28,353             35,143                208,704
                                                                    ----------------   ----------------    -------------------
Total operating expenses                                                     28,353             35,143                208,704
                                                                    ----------------   ----------------    -------------------
Other Expense

Interest and penalties                                                            -                  -                 73,211
                                                                    ----------------   ----------------    -------------------
Total Other Expense                                                               -                  -                 73,211
                                                                    ----------------   ----------------    -------------------
Net Loss                                                                    (28,353)           (35,143)              (281,915)
                                                                    ================   ================    ===================
Net loss per share from continuing operations                               $ (0.00)           $ (0.00)
                                                                    ================   ================
Net Loss per Share                                                          $ (0.00)           $ (0.00)
                                                                    ================   ================

Per Share Information:
 Weighted average number of common shares outstanding
 Basic and Diluted                                                       93,224,444         93,224,444





See the accompanying notes to the consolidated financial statements.


</TABLE>

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


MOMENTUM BIOFUELS, INC. AND  SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
For the Period January 1, 2011 through March 31, 2011
(Unaudited)

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



                                                                                                    Deficit
                                                                                                    Accumulated
                                          Common Stock           Additional                         During
                                                                 Paid-In            Accumulated     Development
                                  Shares           Amount        Capital            Deficit         Stage              Totals
                                 --------------   -------------  ---------------  ----------------  ----------------   -------------
Balance - August 21, 2009           93,224,444      $ 932,244     $ 16,378,498     $ (19,135,592)              $ -     $ (1,824,850)
Net loss                                     -              -                -                 -           (49,018)         (49,018)
                                 --------------  -------------  ---------------  ----------------  ----------------  ---------------
Balance - December 31, 2009         93,224,444        932,244       16,378,498       (19,135,592)          (49,018)      (1,873,868)
Net loss                                     -              -                -                 -          (204,544)        (204,544)
                                 --------------  -------------  ---------------  ----------------  ----------------  ---------------
Balance - December 31, 2010         93,224,444        932,244       16,378,498       (19,135,592)         (253,562)      (2,078,412)
Net loss                                     -              -                -                             (28,353)         (28,353)
                                 --------------  -------------  ---------------  ----------------  ----------------  ---------------
Balance - March 31, 2011            93,224,444      $ 932,244     $ 16,378,498     $ (19,135,592)       $ (281,915)    $ (2,106,765)
                                 ==============  =============  ===============  ================  ================  ===============


See the accompanying notes to the consolidated financial statements.

</TABLE>

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


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


                                                                                                      Period From August
                                                                                                       21, 2009 to March
                                                                  Three Months Ended March 31,                 31,
                                                                    2011                2010                  2011
                                                              -----------------   -----------------   ---------------------
Cash Flows from Operating Activities
Net loss                                                             $ (28,353)          $ (35,143)             $ (281,915)
Adjustments to reconcile net loss to cash used in operating
 activities
Changes in Assets and Liabilities
 Accounts payable                                                       25,353             (48,094)                 67,980
 Accrued expenses                                                      (17,500)             (6,500)                      -
                                                              -----------------   -----------------   ---------------------
Net Cash  (Used) in Operating Activities                               (20,500)            (89,737)               (213,935)


Cash Flows from Financing Activities
 Advances from shareholder                                              20,500              89,737                 209,369
                                                              -----------------   -----------------   ---------------------
Net Cash Provided by Financing Activities                               20,500              89,737                 209,369
                                                              -----------------   -----------------   ---------------------
Net (Decrease) increase in Cash                                              -                   -                  (4,566)

Cash and cash equivalents - Beginning of period                              -                   -                   4,566
                                                              -----------------   -----------------   ---------------------
Cash and cash equivalents - End of period                                  $ -                 $ -                     $ -
                                                              =================   =================   =====================



 See the accompanying notes to the consolidated financial statements.


</TABLE>

                                      F-4

<PAGE>





                     Momentum Biofuels, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

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-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,  Momentum-Colorado in exchange
for  common  shares  of  Momentum-Colorado  equal  to  39%  of  the  issued  and
outstanding stock at such date, or 40,000,000 shares,  whichever sum is greater.
Such shares were to be issued by Momentum-Colorado as fully paid, non-assessable
and subject to a non-dilution agreement in favor of Hunt.

On  October  9,  2009,  the   agreements   between  Hunt,   Momentum-Texas   and
Momentum-Colorado  were consummated upon the execution of additional  agreements
and the issuance of the shares of common stock by  Momentum-Colorado  to Hunt on
December 31, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of 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, 2010, as reported in the Form 10-K have been omitted.

                                      F-5


<PAGE>







NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company has  returned to a  development  stage  company due to the change of
business  plan and  strategies  on August 21, 2009.  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'
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 three months ended March 31,
2011,  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.

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.

Revenue Recognition

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

Share-Based Compensation

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

Income Taxes

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

                                      F-6
<PAGE>








NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2011 and 2010, there were no potential common  equivalent  shares used
in the calculation of weighted  average common shares  outstanding as the effect
would be anti-dilutive because of the net loss.


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

Description                                                                                2011                 2010
-----------------------------------------                                            ------------------------------------------

Weighted  average  shares used to compute  basic and diluted net loss per common
share:                                                                                     93,244,444      93,244,444

Securities  convertible into shares of common stock, not used

     Stock warrants for common stock                                                        1,032,000       1,032,000

     Options awarded to executives and consultants                                          9,250,000       9,250,000

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

Recent Accounting Pronouncements

The Company has evaluated recent accounting  pronouncements  through ASU 2011-03
and  believes  that none of them will have a  material  effect on the  Company's
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 three  months  ended March 31, 2011 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 $19,135,592 and an accumulated  deficit
during  development stage of $281,915 at March 31, 2011.  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
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification of liabilities that might result from this uncertainty.

 NOTE 4- 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.

                                      F-7
<PAGE>


NOTE 5 - EQUITY TRANSACTIONS

During the three  months  ended  March 31,  2011,  and from date of  re-entering
development  stage  (August 21, 2009) to March 31, 2011,  Momentum did not issue
any shares of its common stock.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three  months ended March 31, 2011 and 2010,  Hunt Global  Resources,
Inc., the Company's majority shareholder, advanced funds to the Company totaling
$20,500 and $89,737, respectively to support its legal and accounting functions.
These funds are due on demand. The Company has Advances-related party balance of
$224,836 and $204,336 as of March 31, 2011 and December 31, 2010, respectively.

NOTE 7 - 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  $88,600.  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 $30,000.  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.

LaPorte  Independent  School  District v.  Momentum  Biofuels,  Inc. - This suit
involves a claim for  property  taxes on behalf of the school  district  and the
Clear Lake City Water  Authority in the amount of  approximately  $108,500.  The
litigation is pending in the District Court of Harris County, Texas.

American  National  Insurance Company v. Momentum  Biofuels,  Inc. in connection
with a breach of an office lease  agreement.  A default  judgment was entered in
this case in the amount of $261,294 together with attorney's fees of $6,627.

                                      F-8

<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 March 31, 2011 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,  2010,  includes  a "going  concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to  continue  as a going  concern.  Management's  plans in regard to the
factors prompting the explanatory paragraph are discussed below and also in Note
2 to the unaudited quarterly financial statements.

OPERATIONS
----------

The Company after minimal operations during the year ended December 31, 2010 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 March 31, 2011  Compared To The
Three Months Ended March 31, 2010.

During the three  months  ended  March 31,  2011 and 2010,  the  Company did not
recognize any revenues from its operational activities.

During the three months  ended March 31 2011,  the Company  incurred  $28,353 in
expenses compared to expenses of $35,143 during the three months ended March 31,
2010.  The decrease in total expenses of $6,790 is a result of a decrease in the
Company's administrative activities over the prior period.

During the three months ended March 31, 2011, the Company  recognized a net loss
of $28,353 compared to a net loss of $35,143 during the three months ended March
31,  2010.  The  $6,790  decrease  in net loss is a result  of the  decrease  in
operational  expenses as a result of the  Company's  decrease in  administrative
activities. Management of the Company does not expect these expenses to continue
to decrease as it explores business plan opportunities.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At March  31,  2011,  the  Company  had no  assets  with  which to  conduct  its
operations.  At March 31, 2011, the Company had total liabilities of $2,106,765,
consisting  of accounts  payable of  $1,881,929  and related  party  advances of
$224,836.

                                       2
<PAGE>





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 in  operating  activities  during the three months ended March 31,
2011 was $20,500. During the three months ended March 31, 2010, the Company used
net cash of $89,737 in operating activities. During the three months ended March
31, 2011 and 2010, net losses of $28,353 and $35,143,  were not adjusted for any
non-cash items.

During the three  months  ended  March 31,  2011 and 2010,  the  Company did not
receive or use any funds in its investing activities.

Net cash  provided by financing  activities  during the three months ended March
31, 2011 and 2010, was $20,500 and $89,737,  respectively from advances from its
majority shareholder. This was made up of advances from its majority shareholder
Hunt Global  Resources,  Inc. At March 31,  2011,  the Company  owed Hunt Global
Resources,  Inc.  $224,836,  due on demand.  There can be no assurance that Hunt
Global  Resources,  Inc. will continue to provide us with further  funding on an
ongoing basis

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

                  o  revenue recognition
                  o  share-based compensation

                                       3
<PAGE>






REVENUE RECOGNITION

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

SHARE-BASED COMPENSATION

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

ITEM 4 CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the quarter ended March 31, 2011, that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

                                       4
<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  $88,600.  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 $30,000.  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.

LaPorte  Independent  School  District v.  Momentum  Biofuels,  Inc. - This suit
involves a claim for  property  taxes on behalf of the school  district  and the
Clear Lake City Water  Authority in the amount of  approximately  $108,500.  The
litigation is pending in the District Court of Harris County, Texas.

American  National  Insurance Company v. Momentum  Biofuels,  Inc. in connection
with a breach of an office lease  agreement.  A default  judgment was entered in
this case in the amount of $261,294 together with attorney's fees of $6,627.

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

                                       5
<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.

                                       6
<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 16, 2011                   By: /s/George Sharp
                                         ---------------
                                            George Sharp,
                                            Chief Executive Officer,
                                            and Principal Accounting Officer

                                       7