UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRANT UNDER SECTION 12(g) OF THE
   SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
          SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                        Commission File Number: 000-50619

                             MOMENTUM BIOFUELS, INC.
                    7609 Ralston Road, Arvada, Colorado 80002
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (303) 422-8127
                            -------------------------
                     (Telephone number, including area code)

                                  Common Stock
                                 ---------------
            (Title of each class of securities covered by this Form)

                                      None
                                      ----
           (Titles of all other classes of  securities  for which a duty to file
reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

   Rule 12g-4(a)1 [X]                                  Rule 12h-3(b)(1)(I) [_]
   Rule 12g-4(a)2 [_]                                  Rule 12h-3(b)(1)(ii)[_]
   Rule 15d-6 [_]

Approximate  number of holders of record as of the certification or notice date:
426

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 Momentum
Biofuels,  Inc. has caused this  certification/notice to be signed on its behalf
by the undersigned duly authorized person.

 Date: February 19, 2013                     By: /s/ Redgie Green
 ------------------------                  -------------------------------------
                                                     Redgie Green, President

Instruction:  This form is  required  by Rules  12g-4,  12h-3,  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
Registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel,  or by any  other  duly  authorized  person.  The name and title of the
person signing the form shall be typed or printed under the signature.