UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 26, 2009
MOMENTUM BIOFUELS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
4700 New W. Drive, Pasadena, TX 77507
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(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - Entry into a Material Definitive Agreement.
Agreement
On August 25, 2009, Momentum BioFuels, Inc. (the "Registrant") entered into an
Agreement with Hunt Global Resources, Inc. ("Hunt") that provides for Hunt to
assume certain liabilities and obligations as described below.
In July 2008, the Registrant 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 the Registrant'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 the Registrant's obligations under $220,000 in outstanding promissory
notes.
In addition, as part of the Agreement, Hunt has agreed to assume all of the
Registrant'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 the Registrant's obligations under the
Convertible Promissory Notes and the lease agreement, the Registrant has agreed
to issue Hunt shares of the Registrant's restricted common shares equal to
either 39% of the issued and outstanding stock of the Registrant or 40,000,000
shares of the Registrant's common stock, whichever is greater.
As part of the Agreement, the Registrant and Hunt have entered into a License
Agreement, see below.
License Agreement
On August 25, 2009, as part of the Agreement with Hunt, the Registrant 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 the Registrant's Intellectual Property for a period of ten
(10) years.
In exchange for the License Agreement, the Registrant 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.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
Issuance of Common Stock
As part of the Agreement entered into by the Registrant with Hunt, the
Registrant will issue shares of the Registrant's restricted common shares equal
to either 39% of the issued and outstanding stock of the Registrant or
40,000,000 shares of the Registrant's common stock, whichever is greater. On
August 25, 2009, the Registrant had approximately 47,724,444 shares issued and
outstanding. As a result of the Agreement, the Registrant will issue 40,000,000
shares of its restricted common stock to Hunt. After the issuance of the shares
to Hunt, the Registrant will have approximately 87,724,444 shares issued and
outstanding.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 - Changes in Control of Registrant.
Issuance of Common Stock
As part of the Agreement entered into by the Registrant with Hunt, the
Registrant will issue shares of the Registrant's restricted common shares equal
to either 39% of the issued and outstanding stock of the Registrant or
40,000,000 shares of the Registrant's common stock, whichever is greater. On
August 25, 2009, the Registrant had approximately 47,724,444 shares issued and
outstanding. As a result of the Agreement, the Registrant will issue 40,000,000
shares of its restricted common stock to Hunt. After the issuance of the shares
to Hunt, the Registrant will have approximately 87,724,444 shares issued and
outstanding.
As a result of the issuance of the shares to Hunt, Hunt now owns approximately
46% of the issued and outstanding common stock of the Registrant and as such has
gained voting control of the Registrant.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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10.1 Agreement, dated August 25, 2009*
10.2 License Agreement, dated August 25, 2009*
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*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MOMENTUM BIOFUELS, INC.
By: /s/ Gregory A. Enders
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Gregory A. Enders, President
and Chief Executive Officer
Date: August 27, 2009