Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127
(303) 431-1567 Fax
June 24, 2011
Mr. John Cash
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7010
Re: Momentum BioFuels, Inc.
Form 10-K for the year ended December 31, 2010 Filed April 15, 2011
File No. 0-50619
Dear Mr. Cash:
On behalf of Momentum BioFuels, Inc. (the "Company"), we are providing the
following responses to the comment letter dated June 15, 2011 from the U.S.
Securities and Exchange Commission (the "Commission") regarding the Annual
Report on Form 10-K referenced above. The responses set forth below are numbered
to correspond to the numbered comments in the Staff's comment letter, which have
been reproduced here for ease of reference.
Form 10-K for the fiscal year ended December 31, 2010
Item 9A. Controls and Procedures, page 16.
1. Please amend your filing to current the date of management's assessment
of your internal controls over financial reporting and to include a
definitive statement regarding whether or not management concluded that
internal controls over financial reporting are effective or not
effective. Based on the disclosed material weakness, we assume
management concluded internal controls over financial reporting are not
effective. Refer to Item 308 of Regulation S-K.
We have revised to Item 9A to include the date of assessment and
management's assessment of material weakness.
Report of Independent Registered Public Accounting Firm, page F-1
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2. In the third paragraph of your auditor's report, it appears that your
auditor has only expressed an opinion on your results of operations and
cash flows from inception 21, 2009) through December 31, 2010. It
appears to us that your auditor should also express an opinion on your
results of operations and cash flows for each of the years ended
December 31, 2010 and 2009. Please amend your filing to have your
auditors revise their report.
The Company's independent auditor's report have been revised in
accordance with your comment to express an opinion on the Company's
results of operations and cash flows for each of the years ended
December 31, 2010 and 2009.
We believe that the above revisions to the amendment filed with the Securities
and Exchange Commission should resolve your comments.
Sincerely,
/s/ Michael A. Littman
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Michael A. Littman
MAL:kjk
Cc: Momentum BioFuels, Inc.