UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/ A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 3, 2010
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)
7450 West 52nd Ave., Suite M-115, Arvada, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(303)305-0325
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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))
EXPLANATORY NOTE
Momentum BioFuels, Inc. (the Company) is filing this Amendment to its Current
Report on Form 8-K/A filed with the Securities and Exchange Commission on
November 5, 2010, for the sole purpose of amending the disclosures in the first
paragraph of Item 4.01.
This Amendment does not reflect events occurring after the Original Filing
except as noted above. Except for the foregoing amended information, this Form
8-K/A continues to speak as of the date of the Original Filing and the Company
has not otherwise updated disclosures contained therein or herein to reflect
events that occurred at a later date.
Section 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant.
Larry O'Donnell, CPA, P.C. formerly the independent registered public accountant
for Momentum BioFuels, Inc. ("the Company"), was dismissed as the Company's
independent registered public accountant on November 3, 2010. Effective December
14, 2010, the Public Accounting Oversight Board ("PCAOB") revoked Larry
O'Donnell, CPA, P.C.'s registration as a registered public accountant.
On November 3, 2010, the Board of the Company approved the engagement of new
auditors, De Joya Griffith & Company, LLC of Henderson, Nevada to be the
Company's independent registered public accountant. No audit committee exists,
other than the members of the Board of Directors.
The action to engage new auditors was approved by the Board of Directors. No
audit committee exists, other than the members of the Board of Directors.
In connection with audit of fiscal years ended December 31, 2009 and 2008 and
the cumulative period of January 1, 2010 through June 30, 2010 and through the
date of termination of the accountants, no disagreements exist with the former
independent registered public accountant on any matter of accounting principles
or practices, financial statement disclosure, internal control assessment, or
auditing scope of procedure, which disagreements if not resolved to the
satisfaction of the former accountant would have caused them to make reference
in connection with their report to the subject of the disagreement(s).
The audit reports from Larry O'Donnell, CPA, PC for the fiscal years ended
December 31, 2009 and 2008, contained an opinion which included a paragraph
discussing uncertainties related to continuation of the Company as a going
concern and did not include an adverse opinion or a disclaimer of opinion or
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
Section 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) 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-B.
Exhibit No. Description
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16 Letter regarding Change of Accountants, dated November 5, 2010*
23.2 Consent of De Joya Griffith & Company, dated November 5, 2010*
*Filed previously with the SEC in the Current Report on Form 8-K filed on
November 5, 2010.
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/ George Sharp
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George Sharp,
Chief Executive Officer
Date: January 3, 2011