UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
NOTICE OF CHANGE IN THE MAJORITY OF OFFICERS AND DIRECTORS
Date of Designation Pursuant to Section 14(f) of the Securities Exchange Act of
1934: the later of 10 days after the date of filing of this Notice and
transmittal thereof to the Registrant's shareholders.
MOMENTUM BIOFUELS, INC.
-----------------------
(Exact name of registrant as specified in its charter)
COLORADO 000-50619 84-1069035
------------------------------------ ----------------------- ---------------------------------
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) No.)
7609 Ralston Road, Arvada, Colorado 80002
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(Address of Principal Executive Offices)
(303) 422-8127
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(Registrant's telephone number including area code)
MOMENTUM BIOFUELS, INC.
7609 Ralston Road,
Arvada, Colorado 80002
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14(f)-1 THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF OFFICERS AND DIRECTORS
January 10, 2013
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This Information Statement is being mailed on or about January 15, 2013 to
holders of record as of the close of business on December 31, 2012 of shares of
common stock, ("Common Stock"), of Momentum Biofuels, Inc. (the "Company," "we,"
"us," or "our"). This Information Statement is being furnished in contemplation
of a change in a majority of the members of the Company's board of directors and
officers as a result of a change in control of the Company, pursuant to the
Rescission and Settlement Agreement and Mutual Release on April 20, 2012 and the
resignation of George T. Sharp and Adreena Betti as directors and officers,
which will be effective ten days after the mailing of this Notice to
Shareholders.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY.
WE ARE NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH THE ITEMS
DESCRIBED HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT
IS NOT AN OFFER TO PURCHASE YOUR SHARES.
On or about August 21, 2009, the Company and Hunt Global Resources, Inc. ("Hunt
Global") executed an Agreement for the purpose, among other things, of inducing
an exchange of the stock of the Company for an Agreement for a 3% Royalty on a
Sand Mine and BioFuels technology to the Company. At the time of the Agreement,
Hunt and its affiliate, Crown Financial Group, LLC ("Crown Financial"), were
issued a total of 40,000,000 shares of the Company's restricted common stock.
On April 20, 2012, the Company, Hunt Global and Crown Financial Group, LLC
entered into a Rescission and Settlement Agreement and Mutual Release ("the
Rescission Agreement"), which was approved by the Board of Directors of the
Company on May 1, 2012 and by the Board of Directors of Hunt on April 20, 2012
and the manager of Crown Financial on April 20, 2012.
The Rescission Agreement provides for the following:
1. Rescinds the Agreement entered into on or about August 21, 2009 by and
between the Company and Hunt in its entirety.
2. Pursuant to the original Agreement 40,000,000 shares of the Company's
common stock was issued to Hunt Global and Crown Financial Group, LLC in
the amounts of 30,000,000 shares and 10,000,000 shares, respectively. The
Rescission Agreement provides for such shares of common stock to be
returned to the Company. The Company has canceled such shares.
3. Pursuant to the Agreement, the Company and Hunt had entered into an
Agreement for a 3% Royalty on a Sand Mine and BioFuels technology. As part
of the Rescission Agreement, the Company has waived and released any rights
and claims to any royalties pursuant to an Agreement and has canceled such
Agreement.
4. Hunt has agreed to release the Company from all and any loans, advances or
other debt owed to Hunt.
As a result of the Rescission Agreement, George T. Sharp resigned as Chief
Executive Officer and Chairman of the Company and Ms. Adreena Betti resigned as
a President and Corporate Secretary of the Company. Mr. Sharp and Ms. Betti
resigned as directors of the Company, which will be effective 10 days after
mailing this Notice to shareholders. Mr. Jewell Hunt, a director of the Company,
has remained on the Board of Directors.
The Company appointed Redgie Green as Chief Executive Officer and a Director
effective immediately. Rodney Unger was appointed as a Director which will be
effective 10 days after mailing this Notice to shareholders. Stanley Hallman is
appointed as a director effective 10 days after the mailing of this Notice to
shareholders.
On May 1, 2012, the Company issued 70,000,000 shares of Common Stock as payment
on outstanding amounts owed to Mr. Michael A. Littman, corporate and securities
counsel, by the Company, which includes all outstanding legal fees and the
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, and an agreement to pay approximately $100,000 owed
to a third person accountant for the Company. As a result of the issuance of
shares, Mr. Littman has becomes the Company's majority shareholder, holding
56.8% of the issued and outstanding common stock.
In connection with the change in control, the Company has changed it operational
plans. The Company intends to obtain debt and/or, equity financing to meet
ongoing expenses and attempt to enter into a business combination with another
entity with experienced management and opportunities for growth in return for
shares of common stock. There is and can be no assurance that any such events
can be successfully completed. In particular there is no assurance that any
business will be acquired or that any stockholder will realize any return on
their shares after such a transaction. Any merger or acquisition completed by us
can be expected to have a significant dilutive effect on the percentage of
shares held by our current stockholders.
VOTING SECURITIES
As of the date of this Information Statement, our authorized capital stock
consisted of 500,000,000 shares of Common Stock, of which, 123,224,44 shares of
common are issued and outstanding as of December 31, 2012. Each share of Common
Stock entitles the holder of the share to one vote.
MANAGEMENT
Set forth below are the names, ages, position(s) with Company and business
experience of our directors and executive officers PRIOR to the Rescission
Agreement.
Name Age Position
-------------------------------------------- --- ----------------------- --- -----------------------------------------
George T. Sharp (1) 69 Former CEO, Chairman of the Board and
Director
Adreena Betti (1) 42 Former President and Director
Jewel Hunt 55 Director
(1) George T. Sharp and Adreena Betti have tendered their resignations as
officers and directors effective ten days after date of mailing of this Notice
pursuant to Section 14f of the Securities Exchange Act of 1934.
Set forth below are the names, ages, position(s) with Company and business
experience of our new directors and executive officers appointed AFTER the
Rescission Agreement.
Name Age Position
-------------------------------------------- --- ----------------------- --- -----------------------------------------
Redgie Green 59 Chief Executive Officer and Director
Rodney Unger 59 Director
Stanley Hallman 83 Director
Jewell Hunt 55 Director
Directors shall hold office until the next annual meeting of our stockholders
and until their successors have been elected and qualify. Officers are elected
by the board of directors and their terms of office are, except to the extent
governed by an employment contract, at the discretion of the board of directors.
Set forth below under "Business Experience" is a description of the business
experience of our new executive officers and directors.
REDGIE GREEN is the Chief Executive Officer and a Director Nominee of the
Company.
Mr. Green served as the President of Sun River Energy Inc. from January 2009
through July 2010. Mr. Green served as a Director of Sun River Energy, Inc. from
1998 through July 2010. Mr. Green was the co-owner and operator of Green's B&R
Enterprises, a wholesale donut baker from 1983 through 2005. He has been an
active investor in small capital and high-tech ventures since 1987. Mr. Green
was a director of Colorado Gold & Silver, Inc. in 2000. He was Secretary,
Treasurer and Director of Baymark Technologies, Inc. and was appointed as a
director of Aspeon, Inc. (now Aspi, Inc.) from March 2006 until October 2009.
Mr. Green serves as a director of IntreOrg Systems, Inc. and International
Paintball, Inc. In addition, Mr. Green in November 2010 was appointed the sole
director and officer of Legacy Technology Holdings, Inc.
Mr. Green is qualified to sit on the Company's Board of directors due to his
over 15 years of experience with smaller reporting public companies.
RODNEY UNGER is a Director Nominee of the Company.
Since 1998, Mr. Unger has been semi-retired, working for himself, with a focus
on the real estate and construction investments and volunteering with non-profit
housing in both Michigan and Ohio. Prior to 1998, Mr. Unger worked for Chotin
Group in the tax credit department, performing due diligence for Section 42 tax
credit proposals and then monitoring the construction of apartment construction
projects for both legal and accounting compliance. Prior to that, Mr. Unger was
the Chief Financial Officer of Omnivest International, a holding company of
approximately 120 corporations and limited partnerships (most were start up's).
Omnivest is no longer in business at this time.
Mr. Unger attended both Michigan State University and the University of
Colorado. In 1976, he received a Bachelor of Science in Accounting.
Mr. Unger brings to the board of directors not only experiences as a chief
executive officer and the subsequent experience in the accounting arena as CFO,
but his years of experience in the management of companies and performance of
due diligence.
STANLEY HALLMAN is a Director Nominee of the Company.
Since 1995, Mr. Hallman has been the President and a director of Natural Buttes
Gas Corp. From June 1952 - June 1954, he was employed with the Army Audit
Agency. He graduated from the University of Texas with a Master of Professional
Accounting. From June 1955 - August 1968, he was employed with Arthur Anderson
in the Tax Department. From December 1968 - December 1972, Mr. Hallman was Vice
President of John's staff at John King's Private Company, a Colorado
corporation. He was employed with Granite Corporation, Aberdeen Recourse
Corporation, and Oil and Gas Development of which he owns 49% from October 1978
- December 1982. From October 1982 to the present, he has been self-employed.
Mr. Hallman graduated from the University of Kansas with a Bachelor of Science
degree in accounting in 1952.
Mr. Hallman brings to the Board of Directors a diverse background in accounting
and auditing, but also his experience in the oil and gas industry and the
management of companies.
JEWEL HUNT. Mr. Hunt served as President and CEO of Norris Forest Products,
Inc., with responsibility for domestic management and international sales and
operations. In his capacity at Norris, Mr. Hunt oversaw the operations of this
family owned business, which is one of the largest independently owned
timberland management companies and saw-mill operators in Texas. Mr. Hunt is a
specialist in industrial plant manufacturing production processes with further
expertise in managing global operations. Mr. Hunt has also worked as a field
services operator for Schlumberger, a leading global oilfield services provider.
Mr. Hunt currently serves as Chairman of the Board and Director of Hunt Global
Resources, Inc. Mr. Hunt has served as a Director of the Company since January
1, 2010.
Former Officers and Directors
George T. Sharp. Mr. Sharp is an entrepreneur with 35 years executive experience
as the CEO/President of several companies. He founded a number of companies, the
stock of several of which traded on the public market. Mr. Sharp was also
involved in several leveraged buyouts and has formerly served as President and
CEO of: Matrix Computer Systems, Inc. Citadel Computer Systems, Inc. (NASD:
CITN); Sharp Holding Corporation (NASD: SHAR) and was President and co-founder
of Hunt Global Resources, Inc. Mr. Sharp serves as the Chief Executive Officer
and Director of Hunt Global Resources, Inc. Mr. Sharp served as the Chief
Executive Officer of the Company from January 1, 2010 through May 1, 2012. Mr.
Sharp is the step father of Ms. Betti.
Adreena Betti. Ms. Betti has over 15 years of operational and executive
experience in a variety of public and private high-tech companies in the areas
of general management, sales, marketing, administration and operational
controls. Ms. Betti has previously served as Vice President and Director of
Sales for Citadel Computer Systems, Inc. (NASD: CITN), General Manager of Sharp
Holding Corporation (NASD: SHAR) and executive management position at Bluegate
Corporation (NASD: BGAT), CITOC, Inc. and Hunt Global Resources, Inc. Ms. Betti
currently serves as President of US MedAlerts, Inc. Ms. Betti served as the
President and Corporate Secretary of the Company from January 1, 2010 through
May 1, 2012. Ms. Betti is the step-daughter of Mr. Sharp.
Employment Agreements
We do not have employment agreements with any officers as of the date hereof. We
may enter into such agreements in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of the Company are required by the SEC to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
based solely on the review of the copies of these reports furnished to us and
written representations that no other reports were required during the year
ended December 31, 2011, all officers, directors and 10% stockholders have
complied with all applicable Section 16(a) filing requirements up to such date.
Subsequent thereto, as a result of the change of control, certain further
reports have been filed under Section 16, although not timely, and several other
reports are pending signature and filing at this time.
Corporate Governance
We are not a "listed company" under SEC rules and are, therefore, not required
to have an audit committee comprised of independent directors. Our entire Board
serves as our audit committee. No member of our Board is considered
"independent" pursuant to Section 10A(m)(3) of the Securities Act of 1934, as
amended. The Board has determined that its members are able to read and
understand fundamental financial statements and have substantial business
experience that results in their financial sophistication. Accordingly, the
Board believes that its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations of members of the audit
committee.
Additionally, our Board does not have a standing compensation or nominating
committee. Because we do not have such committees, our full Board performs the
functions of such committees. In considering director nominees, at a minimum,
our Board will consider: (i) whether the director nominee provides the
appropriate experience and expertise in light of the other members currently
serving on the board and any other factors relating to the ability and
willingness of a nominee to serve on the board, (ii) the number of other boards
and committees on which the nominee serves, and (iii) the director nominee's
business or other relationship, if any, with us, including whether the director
nominee would he subject to a disqualifying factor in determining the nominee's
"independence" as defined by the listing standards of the relevant securities
exchanges. As of the date of this Information Statement, our Board has not
adopted procedures for the recommendation of nominees for the board of
directors. Our Board will accept nominations from our stockholders.
Stockholder Communication with the Board
Stockholders may send communications to our Board by writing to: Momentum
Biofuels, Inc., 7609 Ralston Road, Arvada, Colorado 80002, attention Board or
any specified director. Any correspondence received at the foregoing address to
the attention of one or more directors is promptly forwarded to such director or
directors.
EXECUTIVE AND DIRECTORS COMPENSATION
The following table sets forth the compensation payable to our Chief Executive
Officer and other executive officers of the Company for services in all
capacities to the Company and its subsidiaries during the year ended December
31, 2011.
Non-equity Non-qualified
incentive deferred
Option plan compen-
sation All other
Salary Bonus Stock awards awards compensation earnings compensation Total
Name & Position Year ($) ($) ($) ($) ($) ($) ($) ($)
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
George T. Sharp,
Chief Executive
Officer and
Chairman 2011 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2010 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2009 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
Adreena Betti,
President and
Director 2011 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2010 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2009 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
Jewel Hunt, 2011 $0 $0 $0 $0 $0 $0 $0 $0
Director
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2010 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
2009 $0 $0 $0 $0 $0 $0 $0 $0
------------------- -------- ----------- --------- ------------- --------- -------------- ----------- ------------ ------------
COMPENSATION OF DIRECTORS
Our directors do not receive any compensation pursuant to any standard
arrangement for their services as directors. During the year ended December 31,
2011, none of our directors received any compensation, cash or equity, for their
services.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
During 2008, Momentum Biofuels, Inc. created the Momentum 2008 Stock Option and
Award Plan. There was no grant of stock options to the Chief Executive Officer
and other named executive officers during the fiscal year ended December 31,
2011.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
We have set forth in the following table certain information regarding our
Common Stock beneficially owned on the date of this Information Statement for
each stockholder we know to be the beneficial owner of 5% or more of our
outstanding Common Stock, (ii) each of our executive officers and directors, and
(iii) all executive officers and directors as a group. In general, a person is
deemed to be a "beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of the security, or the power to dispose or
to direct the disposition of the security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned. On the date of this Information Statement,
there were 123,224,444 shares of common stock outstanding.
Percent of
Amount and Nature of Class
Title of Class Name and Address Of Beneficial Owner (1) Beneficial Ownership %
------------------------- ------------------------------------------------ ------------------------- ---------------
Common Stock Michael A. Littman 70,000,00 56.80%
Common Stock Redgie Green, CEO & Director Nominee 0 0.00%
Common Stock Rodney Unger, CFO & Director Nominee 0 0.00%
Common Stock Stanley Hallman, Director Nominee 0 0.00%
Common Stock Jewell Hunt, Director 0 0.00%
------------------------- ------------------------------------------------ ------------------------- ---------------
All Directors and Executive Officers as a Group (4 persons) 0 0.00%
========================= ===============
(1) The address of each person listed above, unless otherwise indicated, is c/o
7609 Ralston Road, Arvada, Colorado 80002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 1, 2012, the Company issued 70,000,000 shares of Common Stock as payment
on outstanding amounts owed to Mr. Michael A. Littman, corporate and securities
counsel, by the Company, which includes all outstanding legal 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, and an agreement to pay approximately $100,000 owed
to a third person accountant for the Company. As a result of the issuance of
shares, Mr. Littman has becomes the Company's majority shareholder, holding
56.8% of the issued and outstanding common stock.
During the years ended December 31, 2010 and 2009, Hunt Global, the Company's
then majority shareholder, advanced the Company funds totaling $204,336 and
$50,919, respectively, (during the nine months ended September 30, 2011 the
amount was $30,025) to support its legal and accounting functions. As a part of
the Rescission Agreement, Hunt Global forgave the outstanding amounts owed.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused
this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
MOMENTUM BIOFUELS, INC.
(Registrant)
Date: January 10, 2013
By:/s/Redgie Green
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Redgie Green, Chief Executive Officer