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

                                    FORM 10-Q
(Mark One)

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

               For the quarterly period ended: September 30, 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)

                      4700 New W. Drive, Pasadena, TX 77507
                      -------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (281) 334-5161
                                 --------------
                    ( 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 September 16, 2009, there were 47,524,444  shares of the registrant's sole
class of common shares outstanding.


<PAGE>
<TABLE>
<PAGE>


<S>                                                                                               <C>




PART I - FINANCIAL INFORMATION

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

         Consolidated Balance Sheets - September 30, 2009 (Unaudited) and
                           December 31, 2008 (Audited)                                              F-1

         Consolidated Statements of Operations (Unaudited)  -
                  Three and Nine months ended September 30, 2009 and 2008                           F-2

         Consolidated Statements of Changes in Shareholders' Equity -
                   (Unaudited) September 30, 2009                                                   F-3

         Consolidated Statements of Cash Flows  (Unaudited) -
                  Three and Nine months ended September 30, 2009 and 2008                           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                 6

Item 4. Controls and Procedures                                                                      6

Item 4T.  Controls and Procedures                                                                    7

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                          9

Item 1A. Risk Factors - Not Applicable                                                               9


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                 9
-        Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                            9

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                        9

Item 5.  Other Information - Not Applicable                                                          9

Item 6.  Exhibits                                                                                    9
SIGNATURES                                                                                          10

</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>


                                                               September 30, 2009      December 31, 2008
                                                               -------------------------------------------
                                                                   (Unaudited)             (Audited)
 ASSETS
Current Assets
Cash                                                                       $ 1,847               $ 34,559
Accounts Receivable, net                                                         -                  2,190
Inventory                                                                        -                 73,552
Prepaid insurance                                                                -                 32,063
                                                               --------------------   --------------------
Total current assets                                                         1,847                142,364

Property & equipment, net of accumulated
depreciation and amortization                                            2,327,648              2,617,902
Other Assets                                                               287,689                327,469
                                                               --------------------   --------------------
TOTAL ASSETS                                                           $ 2,617,184            $ 3,087,735
                                                               ====================   ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                       $ 1,642,266              $ 569,779
Accrued expenses                                                            84,605                491,330
Advances - related parties                                                  16,219                 14,210
Loan payable                                                                     -                150,000
Short term notes payable - related parties                                 105,200                      -
                                                               --------------------   --------------------
Total Current Liabilities                                                1,848,290              1,225,319
                                                               --------------------   --------------------
Long Term Liabilities
Convertible notes payable - net of discount - related parties               64,145                 53,318
Senior secured convertible note - net of discount                          338,717                217,608
                                                               --------------------   --------------------

Total Long Term Liabilities                                                402,862                270,926
                                                               --------------------   --------------------
Total Liabilities                                                        2,251,152              1,496,245
                                                               --------------------   --------------------
Stockholders' Equity

Common stock, $0.01 par value; 500,000,000 shares authorized,
47,524,444 shares issued and outstanding on Septmber 30, 2009
and December 31, 2008, respectively                                        475,244                477,244
Additional paid-in capital                                              15,404,667             14,299,482
Accumulated Deficit                                                    (15,513,879)           (13,185,236)
                                                               --------------------   --------------------
Total Stockholders' Equity                                                 366,032              1,591,490
                                                               --------------------   --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $ 2,617,184            $ 3,087,735
                                                               ====================   ====================

  See the accompanying notes to the consolidated financial statements.

                                      F-1
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Operations
                                  (Unaudited)
<S>                                        <C>                  <C>                  <C>                  <C>


                                               Three Months Ended September 30,         Nine Months Ended September 30,
                                                 2009                 2008                 2009                 2008
                                           -----------------    -----------------    -----------------    -----------------
Revenue                                                 $ -             $ 37,594            $ 182,718            $ 385,951
Cost of goods sold                                        -                4,642              161,973              256,265
                                           -----------------    -----------------    -----------------    -----------------
Gross profit                                              -               32,952               20,745              129,686


Operating Expenses
Plant expenses                                       26,891              314,898              538,373            1,102,838
General and administrative                          541,845              710,882            1,705,563            2,230,821
                                           -----------------    -----------------    -----------------    -----------------
Total Operating Expenses                            568,736            1,025,780            2,243,936            3,333,659
                                           -----------------    -----------------    -----------------    -----------------
Loss from operations                               (568,736)            (992,828)          (2,223,191)          (3,203,973)
                                           -----------------    -----------------    -----------------    -----------------

Other Income (Expense)
Interest income                                           -                    -                    -                1,311
Interest expense                                    (21,532)             (43,705)            (105,453)             (48,655)
                                           -----------------    -----------------    -----------------    -----------------
Total Other Income (Expense)                        (21,532)             (43,705)            (105,453)             (47,344)
                                           -----------------    -----------------    -----------------    -----------------
Net Loss                                         $ (590,268)        $ (1,036,533)        $ (2,328,644)        $ (3,251,317)
                                           =================    =================    =================    =================
Per Share Information:

Weighted average number of common
shares outstanding Basic and Diluted             47,524,444           47,528,756           47,524,444           49,435,545
                                           =================    =================    =================    =================
Net Loss per Share                                  $ (0.01)             $ (0.02)             $ (0.05)             $ (0.07)
                                           =================    =================    =================    =================

See the accompanying notes to the consolidated financial statements.

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                            MOMENTUM BIOFUELS, INC.
                 Consolidated Statement of Stockholders' Equity
         For the Period from January 1, 2009 through September 30, 2009
                                  (Unaudited)
<S>                               <C>              <C>             <C>              <C>                <C>


                                           Common Stock            Additional       Accumulated
                                   Shares           Amount          Paid-In           Deficit
                                                                     Capital                               Totals
                                  ---------------  --------------  ---------------  -----------------  ---------------
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                      (200,000)         (2,000)         (78,000)                  -         (80,000)

Note Conversion                                -               -                -                   -               -

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

Shares issued for services                     -               -                -                   -               -

Warrants issued for services                   -               -                -                   -               -
Employee stock option compensation             -               -        1,183,185                           1,183,185
Net loss                                       -               -                -         (2,328,644)      (2,328,644)
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - September 30, 2009          47,524,444       $ 475,244     $ 15,404,667      $ (15,513,879)       $ 366,032
                                  ===============  ==============  ===============  =================  ===============

See the accompanying notes to the consolidated financial statements.

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2009 & 2008
                                  (Unaudited)
<S>                                                             <C>                 <C>


                                                                      2009                2008
                                                                -----------------   ------------------
Cash Flows from Operating Activities
Net loss                                                            $ (2,328,644)        $ (3,251,317)
Adjustments to reconcile net loss to cash used in operating
activities
Depreciation                                                             340,254              393,458
Bad debt expense                                                               -               29,866
Deferred loan cost expense                                                39,780               22,731
Interest expense - amortization of debt discount                          51,936               25,968
Share based compensation                                               1,183,185            1,124,044
Shares issued for service                                                      -               88,358
Changes in Assets and Liabilities
Accounts receivable                                                        2,190              (26,757)
Inventory                                                                 73,552               54,520
Prepaid expenses and other current assets                                 32,063               22,746
Accounts payable                                                       1,072,487              274,718
Accrued expenses                                                        (406,725)             155,490
                                                                -----------------   ------------------
Net Cash Provided (Used) in Operating Activities                          60,078           (1,086,175)

Cash Flows from Investing Activities
Other Assets                                                                   -              (42,000)
Acquisition of fixed assets                                              (50,000)             (22,274)
                                                                -----------------   ------------------
Net Cash Provided (Used) in Investing Activities                         (50,000)             (64,274)

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)              80,000
Offering costs                                                                 -                    -
Proceeds from loan payable                                               105,200                    -
Proceeds from convertible notes                                           80,000              600,000
                                                                -----------------   ------------------
Net Cash Provided (Used) by Financing Activities                         (42,791)             374,109
                                                                -----------------   ------------------
Net Increase (Decrease) in Cash                                          (32,713)            (776,340)

Cash and cash equivalents - Beginning of period                           34,559              777,171
                                                                -----------------   ------------------
Cash and cash equivalents - End of period                                $ 1,846                $ 831
                                                                =================   ==================
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the period for:
Interest                                                               $ 105,453             $ 12,661
                                                                =================   ==================
Income Taxes                                                                 $ -                  $ -
                                                                =================   ==================
Non-Cash Transactions - Investing activities:
Stock issued for services                                                    $ -                  $ -
                                                                =================   ==================
Warrants issued for services                                                 $ -            $ 298,971
                                                                =================   ==================
Capitalized interest during construction period                              $ -                  $ -
                                                                =================   ==================
Financing activities
Cancellation of common shares                                                $ -             $ 75,000
                                                                =================   ==================
Loan Discount                                                           $ 51,936                  $ -
                                                                =================   ==================

 See the accompanying notes to the consolidated financial statements.

                                      F-4
</TABLE>


<PAGE>


                             MOMENTUM BIOFUELS, INC.
                 Notes to the Consolidated Financial Statements
              For the Nine Months Ended September 30, 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 year ended  December 31, 2008 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  $15,513,879  through  September  30,  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 September 30,
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.

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

                                      F-6

<PAGE>




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.
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.

Share-Based Compensation

Momentum  measures all share-based  payments,  including grants of
employee  stock  options,  using a  fair-value  method in  accordance  with FASB
Accounting  Standards  Codification No. 718 - Compensation - Stock Compensation.
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-7
<PAGE>


Net Loss per Common Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent  shares  outstanding  during the period.  For the Nine  months  ended
September 30, 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.


Description                                             2009         2008
-------------------------------------------------  ------------ -------------
Weighted average shares used to compute basic and
diluted net loss per common share:                   47,524,444   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                                                11,382,000   11,582,000
                                                    ============ ============

Recent Accounting Pronouncements

In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact on our financial statements.

There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected to have a material  impact on the  Momentum's
financial  position,  operations or cash flows.

Note 3 - Concentration of CreditRisk

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

                                      F-8
<PAGE>


Note 4 - Inventories

As of  September  30, 2009 and December  31,  2008,  inventory  consisted of the
following:

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

Note 5 - Property and Equipment

Property,  plant and  equipment as of  September  30, 2009 and December 31, 2008
consisted of the following:

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

Plant                                         $ 3,329,592        $ 3,279,592
                                                   44,455             44,455
                                                   52,239             52,239
                                                    3,220              3,220
                                                   41,251             41,251
                                                ---------          ---------
                                                3,470,757          3,420,757
                                                ---------          ---------
                                               (1,143,109)          (802,855)
                                                ---------          ---------
                                              $ 2,327,648        $ 2,617,902
                                                =========          =========

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
Nine months ended  September 30, 2009 and 2008,  depreciation  and  amortization
expense was $340,254 and $393,458, 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 including
accrued interest of $15,000.

                                      F-9
<PAGE>




Note 8 - Notes Payable - Related Parties

Notes  payables to related  parties as of  September  30, 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.
                                                 $ 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.                        (60,855)        (71,682)
                                               -----------------  -------------
                                                 $  64,145       $  53,318
                                               =================  =============

                                      F-10
<PAGE>



Note 9 - Convertible Notes Payable

Convertible  notes  payable as of  September  30,  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.     $  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.                                         (231,283)      (272,392)

Note payable originally issued to Thomas Prasil
In the amount of $95,000.  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.                                      95,000         15,000
                                              --------------   -------------
  Total                                       $     338,717     $  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                     $          76,251
               2010                     $         317,074
               2011                     $         303,343
               2012                     $         117,619

Rental expense for the nine months ended September 30, 2009 was $210,280. Rental
expense for the nine months ended  September  30, 2008 was  $211,260.  Note 12 -
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 September 30, 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 nine months  ended  September  30,  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  September 30, 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
                                   ---------   --------  --------- ---------
                                   9,250,000                       9,250,000



The weighted average exercise price for all options  outstanding as of September
30, 2009 was $1.

Note 14 - Warrant  Activity

Warrants activity for the period from January 1, 2009 through September 30, 2009
is as follows:

 Expiration  Exercise
Grant Date   Date        Price     Beginning     Granted  Exercised  Ending
----------   ----        -----     ---------     -------  ---------  ------

06/27/06    06/27/16     $1.00        100,000                      100,000
11/30/06    11/30/16     $1.00         10,000                       10,000
12/31/06    12/31/16     $1.00         10,000                       10,000
01/31/07    12/31/17     $1.00         10,000(1)                    10,000
02/01/07    02/01/12     $1.00          2,000(1)                     2,000
08/31/07    08/31/09     $1.00      1,000,000(2)                 1,000,000
10/04/07    10/04/09     $1.00        150,000(3)                   150,000
06/25/08    06/25/15     $0.40        300,000(4)                   300,000
6/25/08     06/25/15     $0.40        600,000(5)                   600,000
                                    -----------  -------- ------ ---------
                                  $ 2,182,000                   $2,182,000
                                  ===========                   ==========


The weighted average exercise price for all warrants outstanding as of September
30, 2009 was $0.75.

                                      F-13
<PAGE>


(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.

(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.

NOTE 15.  SUBSEQUENT EVENTS

On August  25,  2009,  Momentum  entered  into an  Agreement  with  Hunt  Global
Resources,  Inc.  ("Hunt") that provides for Hunt to assume certain  liabilities
and obligations as described below. On October 2, 2009, Hunt and Momentum signed
an extension to extend the Agreement to December 31, 2009.

In July 2008,  Momentum issued  $600,000 in convertible  promissory  notes.  The
Convertible  Notes have a 10% annual interest rate, that is to be paid quarterly
and a due date of May 1, 2013. The Convertible Notes are convertible into shares
of Momentum's common stock at a rate of $0.40 per share ("conversion price"). As
part of the  Agreement,  Hunt has  agreed to assume  the  obligations  under the
$600,000 in Convertible  Promissory Notes,  including any unpaid interest and/or
penalties.

                                      F-14
<PAGE>


In addition to the $600,000 in convertible  promissory notes, Hunt has agreed to
assume Momentum's obligations under $220,000 in outstanding promissory notes.

As  part  of the  Agreement,  Hunt  has  agreed  to  assume  all  of  Momentum's
obligations  and  commitments  under the sub-lease  agreement for its production
facilities.  This includes any and all past due rent,  assessments and any other
charges due.

In exchange for the assumption of Momentum's  obligations  under the Convertible
Promissory  Notes and the lease  agreement,  Momentum  has  agreed to issue Hunt
shares of Momentum's  restricted common shares equal to either 39% of the issued
and  outstanding  stock of Momentum or 40,000,000  shares of  Momentum's  common
stock, whichever is greater.

As  part of the  Agreement,  Momentum  and  Hunt  have  entered  into a  License
Agreement, see below.

License Agreement

As part of the Agreement with Hunt,  Momentum  entered into a License  Agreement
(the "License  Agreement") with Hunt. The License  Agreement  provides Hunt with
the exclusive right to use, improve,  sub-license and  commercialize  Momentum's
Intellectual Property for a period of ten (10) years.

In exchange for the License Agreement, Momentum will receive royalty equal to 3%
of the gross and  collected  revenue for all  bio-diesel  and  related  products
produced by Hunt and 3% of the gross revenue  collected by Hunt the  "Commercial
Sand" business of Hunt. The royalties are to be paid on a quarterly basis during
the term of the License Agreement.

                                      F-15
<PAGE>




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

FORWARD-LOOKING  STATEMENTS CAUTIONARY

This Item 2 and the report on Form 10-Q for the period ended  September 30, 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
2 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.

On August  25,  2009,  Momentum  entered  into an  Agreement  with  Hunt  Global
Resources,  Inc.  ("Hunt") that provides for Hunt to assume certain  liabilities
and  obligations,  as  described  below.  On October 2, 2009,  Hunt and Momentum
signed an extension to extend the Agreement to December 31, 2009.

In July 2008,  Momentum issued  $600,000 in convertible  promissory  notes.  The
Convertible  Notes have a 10% annual interest rate, that is to be paid quarterly
and a due date of May 1, 2013. The Convertible Notes are convertible into shares
of Momentum's common stock at a rate of $0.40 per share ("conversion price"). As
part of the  Agreement,  Hunt has  agreed to assume  the  obligations  under the
$600,000 in Convertible  Promissory Notes,  including any unpaid interest and/or
penalties.

In addition to the $600,000 in convertible  promissory notes, Hunt has agreed to
assume Momentum's obligations under $220,000 in outstanding promissory notes.

As  part  of the  Agreement,  Hunt  has  agreed  to  assume  all  of  Momentum's
obligations  and  commitments  under the sub-lease  agreement for its production
facilities.  This includes any and all past due rent,  assessments and any other
charges due.

In exchange for the assumption of Momentum's  obligations  under the Convertible
Promissory  Notes and the lease  agreement,  Momentum  has  agreed to issue Hunt
shares of Momentum's  restricted common shares equal to either 39% of the issued
and  outstanding  stock of Momentum or 40,000,000  shares of  Momentum's  common
stock, whichever is greater.

As part of the Agreement with Hunt,  Momentum  entered into a License  Agreement
(the "License  Agreement") with Hunt. The License  Agreement  provides Hunt with
the exclusive right to use, improve,  sub-license and  commercialize  Momentum's
Intellectual Property for a period of ten (10) years.

In exchange for the License Agreement, Momentum will receive royalty equal to 3%
of the gross and  collected  revenue for all  bio-diesel  and  related  products
produced by Hunt and 3% of the gross revenue  collected by Hunt the  "Commercial
Sand" business of Hunt. The royalties are to be paid on a quarterly basis during
the term of the License Agreement.

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.

                                      2
<PAGE>




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  September 30, 2009 Compared To The
Three Months Ended September 30, 2008.

The Company  recognized  revenue of $0 for the three months ending September 30,
2009 compared to $37,594 of revenue during the three months ended  September 30,
2008. During the three months ending September 30, 2009, the Company incurred $0
cost of  sales,  with $0  gross  profit  compared  to  $4,642  in cost of  sales
resulting in $32,952 in gross profit for the three  months ended  September  30,
2008.

During the three months ended  September 30, 2009,  the Company  incurred  total
expenses  of $568,736  compared  to  $1,025,780  during the three  months  ended
September  30, 2008.  The decrease in total  expenses of $457,044 is a result of
the decreased  operations of the Company during the three months ended September
30,  2009.  Total  expenses  during the three months  ended  September  30, 2009
included,  $26,891 in plant expenses and $541,845 in general and  administrative
expenses.

During the three months ended  September 30, 2009, the Company  recognized a net
loss of $590,268  compared  with a net loss of  $1,036,533  for the three months
ending  September  30,  2008.  The  decrease of $446,265  was due  primarily  to
decrease in salaries and wages, consultant fees and insurance.  The net loss per
share  for the  three  months  ended  September  30,  2009,  was $0.01 per share
compared to a net loss per share of $0.02 for the three months ending  September
30, 2008.

Results of Operations  For Nine Months ended  September 30, 2009 Compared To The
Nine Months ended September 30, 2008.

The Company  recognized revenue of $182,718 for the nine months ending September
30, 2009, compared to $385,951 of revenue during the nine months ended September
30, 2008.

                                      3
<PAGE>




During the nine months ended September 30, 2009, the Company  incurred  $161,973
in cost of sales, resulting in a gross profit of $20,745 compared to $256,256 in
cost of goods sold;  resulting in a gross profit of $129,686 for the nine months
ended  September 30, 2008.  During the nine months ended September 30, 2009, the
Company incurred operating expenses of $2,243,936  compared to $3,333,659 during
the nine months ended  September 30, 2008.  Operating  expenses  during the nine
months  ended  September  30,  2009  included,  $538,373 in plant  expenses  and
$1,705,563  in general and  administrative  expenses,  compared to $1,102,838 in
plant  expenses and  $2,230,821 in  administrative  expenses for the nine months
ended September 30, 2008.

During the nine months  ended  September  30,  2009,  the Company  incurred  net
interest  expense of  $105,453,  compared to $48,656  for the nine months  ended
September 30, 2008.

During the nine months ended  September 30, 2009,  the Company  recognized a net
loss of $2,328,644  compared  with a net loss of $3,251,317  for the nine months
ended September 30, 2008. The decrease of $922,673 was due primarily to decrease
in payroll  expense  and  consulting  fees.  The net loss per share for the nine
months ended  September 30, 2009, was $0.05 per share compared to a net loss per
share of $0.07 for the nine months ending September 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At September  30, 2009,  the Company had $1,847 in cash and  $2,615,337 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 nine months ended September
30, 2009 was $66,585.  During the nine months  ended  September  30,  2008,  the
Company used net cash of  $1,086,175  in operating  activities.  During the nine
months ended  September  30, 2009,  net losses of  $2,328,644  were adjusted for
non-cash items that included  $340,254 in depreciation and amortization  expense
and  $1,183,185  in share  based  compensation.  During  the nine  months  ended
September  30, 2008,  net losses of  $3,251,317  were  adjusted for the non-cash
items of $393,458 in  depreciation  and  amortization  expense and $1,124,044 in
share based compensation.

During  the nine  months  ended  September  30,  2009,  the net cash used by its
investing  activities  was $50,000.  During the nine months ended  September 30,
2008, the Company used $64,274 in its investing activities.

Net cash used by financing activities during the nine months ended September 30,
2009 was $42,791.  During the nine months ended  September  30, 2008,  financing
activities provided net funds in the amount of $374,109.

                                      4
<PAGE>




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 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.

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.

                                       5
<PAGE>


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
September 30, 2009.

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 September 30, 2009.

                                       6
<PAGE>




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.

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  September 30, 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 September 30, 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.

                                       7
<PAGE>




Through these steps, we believe we are addressing the deficiencies that affected
our  internal  control  over  financial  reporting  as of December  31, 2008 and
September  30,  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.

Changes in Internal Control Over Financial Reporting.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during  the period  ended  September  30,  2009,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                       8

<PAGE>




                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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. 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.

                                       9
<PAGE>




                                   SIGNATURES


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



                                             MOMENTUM BIOFUELS, INC.
                                              (The Registrant)


Date:  November 23, 2009                   By: /s/ Gregory A. Enders
                                                   ---------------------
                                                   Gregory A. Enders,
                                                   President, Chief Executive
                                                   Officer, and Principal
                                                   Accounting Officer


                                       10