UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MOMENTUM BIOFUELS, INC.
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(Name of Issuer)
Common Stock
(Title of Class of Securities)
60878A 10 0
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(CUSIP Number)
MICHAEL A. LITTMAN
7609 Ralston Road
Arvada, CO 80002
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 1, 2012
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
[ ]
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid 0MB control
number.
CUSIP No. 60878A 10 0
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
MICHAEL A. LITTMAN
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use 0nly
4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States of America
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Number of 7. Sole Voting Power 70,000,000 shares
Shares
Beneficially by 8. Shared Voting Power 70,000,000 shares
Owned by Each
Reporting 9. Sole Dispositive Power 70,000,000 shares
Person With
Power 10. Shared Dispositive Power 70,000,000 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
Michael A. Littman 70,000,000 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 56.08%
Based on 123,224,442 shares of common stock issued and outstanding.
14. Type of Reporting Person
Michael A. Littman IN
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ITEM 1. SECURITY AND ISSUES.
This statement on Schedule 13D relates to shares of $0.01 par value Common Stock
of Momentum BioFuels, Inc., a Colorado Corporation. The address of its principal
office is 7609 Ralston Road, Arvada, Colorado 80002.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement on Schedule 13D is being filed on behalf of Michael A.
Littman.
(b) Mr. Littman's address is 7609 Ralston Road, Arvada, Colorado 80002.
(c) Mr. Littman is a corporate and securities attorney and the owner of his own
law practice, Michael A. Littman, Attorney at Law.
(d) Mr. Littman has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors.)
(e) Mr. Littman has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject or, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: United States of America
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION.
On May 1, 2012, Momentum BioFuels, Inc.'s ("the Company") Board of Directors
approved the issuance of 70,000,000 shares of the Company's restricted common
stock to Mr. Michael A. Littman, the Company's corporate counsel. The shares
were issued at $0.005 per share for a total of $350,000, as payment on
outstanding amounts owed to him by the Company, which includes all outstanding
legal and accounting fees and preparation of the Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and the 14f Notice to the Shareholders, and all
other necessary Section 14 filing and annual meetings.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Michael A. Littman is the sole and director holder of the shares of the
Company and as such has the ability to vote the shares. Mr. Littman intends to
and may influence the following corporate activities:
(a) The acquisition by any person of additional securities of Momentum
BioFuels, Inc.
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Momentum BioFuels, Inc. or any of its subsidiaries
in which Momentum BioFuels, Inc may be re-domiciled in Delaware and
reorganized as a holding company;
(c) No sale or transfer of a material amount of assets of Momentum BioFuels,
Inc. or any of its subsidiaries is contemplated, as Momentum BioFuels, Inc.
has no assets;
(d) A change in the present board of directors (new board members have been
approved) or management of Momentum BioFuels, Inc., including any plans or
proposals to change the number of term or directors or to fill any existing
vacancies on the board;
(e) A material change in the present capitalization of Momentum BioFuels, Inc.;
(f) Any other material change in Momentum BioFuels, Inc.'s business or
corporate structure;
(g) Changes in Momentum BioFuels, Inc.'s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Momentum BioFuels, Inc. by any person;
(h) Not Applicable;
(i) Not Applicable; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentage of outstanding shares of Momentum BioFuels, Inc.'s common stock
reported below is based on the statement that there are 123,224,442 shares of
Momentum BioFuels, Inc.'s common stock issued and outstanding.
(a)Mr. Michael A. Littman directly owns 70,000,000 shares of the
Momentum BioFuels, Inc.'s common stock, which is 56.08% of the issued
and outstanding common stock issued and outstanding at the time of this
filing.
(Based on 123,224,442 shares of common stock issued and outstanding.
Does not assume the exercise or conversion of any other equity
instruments Momentum BioFuels, Inc. may have issued.)
(b) For information regarding the number of shares of Momentum
BioFuels, Inc.'s common stock to which Michael A. Littman holds or
shares or may be deemed to hold, reference is made to items (7) - (12)
of the cover page for this statement on Schedule 13D.
(c) Other than the purchases as set forth herein, there have been no
other transactions in shares of Momentum BioFuels, Inc.'s common stock
effected by Mr. Michael A. Littman during the past 60 days.
(d) No person other than Michael A. Littman has the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Momentum BioFuels, Inc.'s common stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr. Littman has been engaged as the Corporate counsel of Momentum BioFuels since
2006.
On May 1, 2012, the Company's Board of Directors approved the issuance of
70,000,000 shares of the Company's restricted common stock to Mr. Michael A.
Littman,. The shares were issued at $0.005 per share for a total of $350,000, as
payment on outstanding amounts owed to him by the Company, and includes all
outstanding legal and accounting fees to a third person and fees for preparation
of the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the 14f
Notice to the Shareholders, and all other necessary Section 14 filings and
annual meetings.
Michael A. Littman has no other contracts, arrangements, understandings or
relationships (legal or otherwise) with other persons with respect to the
securities of Momentum BioFuels, Inc., other than as described in this statement
on Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2012 MICHAEL A. LITTMAN
/s/Michael A. Littman
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Michael A. Littman, Individually