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, 2010

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

    For the transition period from _____________________ to ________________

                        Commission file number 000-50619

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


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

                       7609 Ralston Road, Arvada, CO 80002
                       -----------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

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

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

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

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



<PAGE>



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

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


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



PART I - FINANCIAL INFORMATION

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

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

         Consolidated Statements of Operations (Unaudited)  -
                  Three months ended March 31, 2010 and 2009                            F-2

         Consolidated Statements of Changes in Shareholders' Equity -
                   (Unaudited) March 31, 2010                                           F-3

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

         Notes to the Unaudited Consolidated Financial Statements                       F-7

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

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

Item 4. Controls and Procedures                                                           4

Item 4T.  Controls and Procedures                                                         4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                               6

Item 1A. Risk Factors - Not Applicable                                                    6

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

Item 3.  Defaults Upon Senior Securities - Not Applicable                                 6

Item 4.  (Removed and Reserved)                                                           6

Item 5.  Other Information - Not Applicable                                               6

Item 6.  Exhibits                                                                         6
SIGNATURES                                                                                7

</TABLE>


<PAGE>




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

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



<PAGE>
<TABLE>
<CAPTION>

                            MOMENTUM BIOFUELS, INC.
                          Consolidated Balance Sheets

<S>                                                                      <C>                 <C>


                                                                          March 31, 2010      December 31, 2009
                                                                         ----------------------------------------
                                                                           (Unaudited)            (Audited)
 ASSETS
Current Assets
Cash                                                                                  $ -                    $ -
Accounts Receivable, net                                                                -                      -
Inventory                                                                               -                      -
Prepaid insurance                                                                       -                      -
                                                                         -----------------   --------------------
Total current assets                                                                    -                      -

Property & equipment, net of accumulated depreciation and amortization                  -                      -
Other Assets                                                                            -                      -
                                                                         -----------------   --------------------
TOTAL ASSETS                                                                          $ -                    $ -
                                                                         =================   ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                              $ 2,016,749            $ 2,016,749
Advances - related parties                                                        107,778                107,778
                                                                         -----------------   --------------------
Total Current Liabilities                                                       2,124,527              2,124,527
                                                                         -----------------   --------------------
Long Term Liabilities
Senior secured convertible note - net of discount                                 120,000                120,000
                                                                         -----------------   --------------------

Total Long Term Liabilities                                                       120,000                120,000
                                                                         -----------------   --------------------
Total Liabilities                                                               2,244,527              2,244,527
                                                                         -----------------   --------------------
Stockholders' Equity (Deficit)
Common stock, $0.01 par value;  500,000,000  shares  authorized,
93,224,444 and 47,72932,244hares  issued  and outstanding  on
March 31, 2010 and  December 31, 2009, respectively                               932,224                932,224
Additional paid-in capital                                                     15,679,090             15,679,090
Accumulated Deficit                                                           (18,855,861)           (18,855,861)
                                                                         -----------------   --------------------
Total Stockholders' Equity (Deficit)                                           (2,244,527)            (2,244,527)
                                                                         -----------------   --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  $ -                    $ -
                                                                         =================   ====================
  See the accompanying notes to the consolidated financial statements.

                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Operations
                For the Three Months Ended March 31, 2010 & 2009
                                  (Unaudited)
<S>                                                                    <C>                <C>


                                                                            2010               2009
                                                                       ----------------   ----------------
Revenue                                                                            $ -          $ 182,718
Cost of goods sold                                                                   -            161,973
                                                                       ----------------   ----------------
Gross profit                                                                         -             20,745


Operating Expenses
Plant expenses                                                                       -            228,471
General and administrative                                                           -            637,241
                                                                       ----------------   ----------------
Total Operating Expenses                                                             -            865,712
                                                                       ----------------   ----------------
Loss from operations                                                                 -           (844,967)
                                                                       ----------------   ----------------

Other Income (Expense)
Interest income                                                                      -                  -
Interest expense                                                                     -            (44,391)
                                                                       ----------------   ----------------
Total Other Income (Expense)                                                         -            (44,391)
                                                                       ----------------   ----------------
Net Loss                                                                             -           (889,358)
                                                                       ================   ================
Per Share Information:
Weighted average number of common shares outstanding
Basic and Diluted                                                           93,224,444         48,559,181
                                                                       ================   ================
Net Loss per Share                                                                 $ -            $ (0.02)
                                                                       ================   ================



See the accompanying notes to the consolidated financial statements.

                                      F-2

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                 Consolidated Statement of Stockholders' Equity
           For the Period from January 1, 2010 through March 31, 2010
                                  (Unaudited)
<S>                               <C>              <C>             <C>              <C>                <C>


                                           Common Stock            Additional        Accumulated
                                   Shares           Amount          Paid-In          Deficit             Totals
                                                                     Capital
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - January 1, 2010             93,224,444       $ 932,244     $ 15,679,090      $ (18,855,861)     $(2,244,527)
Net loss                                                                                           -                -
                                  ---------------  --------------  ---------------  -----------------  ---------------
Balance - March 31, 2010              93,224,444       $ 932,244     $ 15,679,090      $ (18,855,861)     $(2,244,527)
                                  ===============  ==============  ===============  =================  ===============

See the accompanying notes to the consolidated financial statements.

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            MOMENTUM BIOFUELS, INC.
                     Consolidated Statements of Cash Flows
                For the Three Months Ended March 31, 2010 & 2009
                                  (Unaudited)
<S>                                                             <C>                 <C>


                                                                      2010                2009
                                                                -----------------   ------------------
Cash Flows from Operating Activities
Net loss                                                                     $ -           $ (889,358)
Adjustments to reconcile net loss to cash used in operating
 activities
Depreciation                                                                   -              127,595
Bad debt expense                                                               -
Deferred loan cost expense                                                     -               17,049
Interest expense - amortization of debt discount                               -               19,476
Share based compensation                                                       -              394,395
Changes in Assets and Liabilities
Accounts receivable                                                            -                2,190
Inventory                                                                      -               73,552
Prepaid expenses and other current assets                                      -               32,063
Accounts payable                                                               -              222,650
Accrued expenses                                                               -              122,719
                                                                -----------------   ------------------
Net Cash Provided (Used) in Operating Activities                               -              122,331

Cash Flows from Financing Activities
Payment of note payable                                                        -             (150,000)
Loans from shareholders                                                        -                2,009
                                                                -----------------   ------------------
Net Cash Provided (Used) by Financing Activities                               -             (147,991)
                                                                -----------------   ------------------
Net (Decrease) increase in Cash                                                -              (25,660)

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

Supplemental Disclosure of Cash Flow Information:
Cash Paid During the period for:
Interest                                                                     $ -             $ 44,391
                                                                =================   ==================
Financing activities
Loan Discount                                                                $ -             $ 19,476
                                                                =================   ==================

 See the accompanying notes to the consolidated financial statements.

                                      F-4

</TABLE>


<PAGE>



                             Momentum Biofuels, Inc.
                   Notes to Consolidated Financial Statements
               For the Three Months Ended March 31, 2010 and 2009
                                   (Unaudited)

1.     BASIS OF PRESENTATION :

Presentation of Interim Information:

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

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

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

Basis of Presentation

Interim Presentation

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

                                      F-5


<PAGE>


Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation
The  accompanying  consolidated  financial  statements  include the  accounts of
Momentum  and  it's  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.

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

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

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

Net Loss per Common Share
Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent  shares  outstanding  during the period.  For the three  months ended
March 31, 2010 and 2009, there were no potential common  equivalent  shares used
in the calculation of weighted  average common shares  outstanding as the effect
would be anti-dilutive because of the net loss.

                                      F-6

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




Description                                                                         2010                2009
----------------------------------------------------------------------------------------------  -------------------
Weighted average shares used to compute basic and
diluted net loss per common share:                                               93,244,444          68,589,285

Securities convertible into shares of common stock, not used
      Stock warrants related to notes payable                                                             120,000
      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
Momentum   does  not  expect  that  adoption  of  recently   issued   accounting
pronouncements will have a material impact on its financial position, results of
operations or cash flows.

Note 3 - 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  March 31,  2010 have been  prepared  on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities in the normal course of business.  The Company  currently has an
accumulated deficit of $18,855,861 through March 31, 2010. Momentum's ability to
continue as a going concern is dependent upon its ability to develop  additional
sources  of  capital  and,  ultimately,   achieve  profitable  operations.   The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

Note 4 - Concentration of Credit Risk

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

                                      F-7
<PAGE>




Note 5 - Convertible Notes Payable

Convertible  notes payable as of March 31, 2010 and December 31, 2009  consisted
of the following:

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

      Description                                                                     March 31,          December
                                                                                        2010             31, 2009
   -------------------------------------------------------------------------- --- --------------- -- -----------------
      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               95,000

      Note  payable  originally  issued to Darryl  Wishnewsky  in the  amount of
      $25,000. The interest rate is 10% per annum, simple interest. This note is
      secured by 250,000 shares of common stock. The notes may be converted into
      shares of MMBI's  common stock at any time at a conversion  price of $0.10
      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 April 8, 2014.                               25,000               25,000
                                                                                  --------------- -- -----------------
                                                                                  $      120,000            $ 120,000
                                                                                  --------------- -- -----------------
</TABLE>

Note 6 - Income Taxes

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

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

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

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

                                      F-8
<PAGE>





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

Note 7 - Equity Transactions

During the three months ended March 31, 2010,  Momentum did not issue any shares
of its common stock.

Note 8 - Options

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

As of August 21, 2009, there were 9,250,000  outstanding options. As a result of
the change of control,  all the outstanding  options fully vested.  At March 31,
2010, there were 9,250,000 issued and outstanding  options. The weighted average
exercise price for all options outstanding as of March 31, 2010 was $1.
Option activity for the period from January 1, 2010 through March 31, 2010 is as
follows:
             Expiration  Exercise
Grant Date   Date        Price     Beginning  Granted   Exercised      Ending
------------ ----------- --------- ---------- -------- ---------- -----------

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

Note 9 - Warrant Activity

Warrants  activity for the period from January 1, 2010 through March 31, 2010 is
as follows:

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

----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
                                       Exercise
   Grant Date      Expiration Date       Price         Beginning       Granted    Exercised       Ending
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        06/27/06           06/27/16          $1.00          100,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        11/30/06           11/30/16          $1.00           10,000                                     10,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        12/31/06           12/31/16          $1.00           10,000                                     10,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        01/31/07           01/31/17          $1.00           10,000                                     10,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        02/01/07           02/01/17          $1.00            2,000                                      2,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        06/25/08           06/25/15          $0.40          300,000                                    300,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
        06/25/08           06/25/15          $0.40          600,000                                    600,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
                                                          1,032,000                                  1,032,000
----------------- ------------------ -------------- ---------------- ------------ --------- -------------------
</TABLE>



The weighted average exercise price for all warrants outstanding as of March 31,
2010 was $0.48.

                                      F-9
<PAGE>




Note 10 - Litigation

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

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

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

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

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

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

Note 11 - Subsequent Events

The Company has evaluated it  activities  subsequent to the year ended March 31,
2010 through May 14, 2010 and found no reportable subsequent event.

                                      F-10
<PAGE>




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

FORWARD-LOOKING  STATEMENTS CAUTIONARY

This Item 2 and the report on Form 10-Q for the period  ended March 31, 2010 may
contain  "forward-looking  statements"  regarding Momentum  Biofuels,  Inc. (the
"Company"  or  "Momentum").  In some  cases,  you can  identify  forward-looking
statements by terminology such as "may," "will," "should,"  "could,"  "expects,"
"plans,"  "intends,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential"  or  "continue"  or the negative of such terms and other  comparable
terminology.  These  forward-looking  statements  include,  without  limitation,
statements about our market opportunity, our strategies,  competition,  expected
activities and  expenditures as we pursue our business plan, and the adequacy of
our  available  cash  resources.  Although  we  believe  that  the  expectations
reflected in any forward-looking  statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.  Actual results
may differ  materially from the predictions  discussed in these  forward-looking
statements.  Changes in the  circumstances  upon  which we base our  predictions
and/or  forward-looking  statements could materially  affect our actual results.
Additional factors that could materially affect these forward-looking statements
and/or  predictions  include,  among other  things:  (1) our  limited  operating
history; (2) our ability to pay down existing debt; (3) the Company's ability to
obtain  contracts with suppliers of raw materials (for the Company's  production
of biodiesel fuel) and distributors of the Company's biodiesel fuel product; (4)
the risks inherent in the mutual  performance  of such supplier and  distributor
contracts  (including  the Company's  production  performance  (5) the Company's
ability to secure and retain  management  capable of  managing  growth;  (6) the
Company's ability to raise necessary financing to execute the Company's business
plan; (7) potential litigation with our shareholders, creditors and/or former or
current  investors;  (8) the  Company's  ability to comply  with all  applicable
federal, state and local government and international rules and regulations; and
(9) other factors over which we have little or no control.

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

The Company after minimal operations during the year ended December 31, 2009 and
its acquisition by the Hunt Group has changed its operational  focus to being an
intellectual  property  company owning specific  royalty  agreements as its sole
source of revenue.  It is the intent of management to pursue additional  royalty
and  licensing  agreements  in the  furtherance  of its business  objectives  to
maximize  shareholder  value and  profitability.  Management is also considering
other opportunities in other non-related businesses.

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, 2010  Compared To The
Three Months Ended March 31, 2009.

During the three months ended March 31, 2010,  the Company did not recognize any
revenues from its  operational  activities.  During the three months ended March
31, 2009, the Company  recognized  revenue of $182,718.  During the three months
ended March 31, 2009, the Company  incurred  $161,973 in cost of sales resulting
in a gross profit of $20,745.

During the three  months  ended  March 31,  2010,  the  Company  incurred  total
expenses  of $0 compared to  $844,967  during the three  months  ended March 31,
2009.  The  decrease  in total  expenses  of  $844,967 is a result of the ceased
operations of the Company.  Total  expenses  during the three months ended March
31,  2009  included,  $228,471  in plant  expenses  and  $637,241 in general and
administrative expenses.

During the three months ended March 31,  2010,  the Company did not  recognize a
net loss or net income compared with a net loss of $889,358 for the three months
ending March 31,  2009.  The net loss per share for the three months ended March
31, 2010,  was $0.00 per share compared to a net loss per share of $0.02 for the
three months ending March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2010,  the Company had $0 in cash and $0 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.

                                       2
<PAGE>





Net cash  provided by operating  activities  during the three months ended March
31,  2010 was $0.  During the three  months  ended March 31,  2009,  the Company
provided net cash of $122,331 in operating  activities.  During the three months
ended March 31,  2009,  net losses of $889,358  were  adjusted  for the non-cash
items of $127,595 in depreciation and amortization expense and $394,395 in share
based compensation.

During the three months ended March 31, 2010, the net cash used by its investing
activities  was $0.  During the three months  ended March 31, 2009,  the Company
used $0 in its investing activities.

Net cash used by  financing  activities  during the three months ended March 31,
2010 was $0. During the three months ended March 31, 2009,  financing activities
used net funds in the amount of $147,991.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

                  o  revenue recognition
                  o  share-based compensation

REVENUE RECOGNITION

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

SHARE-BASED COMPENSATION

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

                                       3
<PAGE>


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

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,  Mr. Enders 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.

ITEM 4T. CONTROLS AND PROCEDURES

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

                                       4
<PAGE>




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

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

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

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

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the quarter ended March 31,
2010. In making this  assessment,  Management used the criteria set forth by the
Committee  of  Sponsoring  Organizations  of the Treadway  Commission  (COSO) in
Internal  Control--Integrated  Framework.  Based on the  evaluation,  management
concluded  that  there is a  material  weakness  in our  internal  control  over
financial reporting.  The material weakness relates to the monitoring and review
of work performed by contracted accounting personnel in the preparation of audit
and financial  statements,  footnotes and financial  data provided to Momentum's
registered  public  accounting firm in connection  with the annual audit.  Until
October  2007,  all of our  financial  reporting  is  carried  out by our  Chief
Financial  Officer;  the Company continues to function without a Chief Financial
Officer.  This lack of an accounting  staff results in a lack of  segregation of
duties and accounting  technical  expertise necessary for an effective system of
internal control.

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the quarter ended March 31, 2010, that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

                                       5

<PAGE>




                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

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

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

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

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

ITEM 1A. RISK FACTORS.

Not applicable to smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. REMOVED AND RESERVED.

ITEM 5. OTHER INFORMATION.

None

                                       6
<PAGE>




ITEM 6. EXHIBITS.

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

         31.1  Certification by the Chief Executive 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.


<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 17, 2010                        By:/s/George Sharp
                                                 ---------------
                                                 George Sharp,
                                                 President, Chief Executive
                                                 Officer, and Principal
                                                 Accounting Officer