Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 1, 2012
MOMENTUM BIOFUELS, INC.
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(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)
7609 Ralston Road, Arvada, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(303)422-8127
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Registrant's telephone number, including area code
7450 West 52nd Ave., Suite M-115, Arvada, CO 80002
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Termination of a Material Definitive Agreement.
On or about August 21, 2009, Momentum BioFuels, Inc. ("the Company") and Hunt
Global Resources, Inc. ("Hunt Global") executed an Agreement (the "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. Pursuant to the Agreement Hunt Global was issued 40,000,000
shares of the Company's common stock, of which 10,000,000 shares were issued to
Crown Financial Group, LLC.
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 Momentum
on May 1, 2012 and by the Board of Directors of Hunt on April 20, 2012.
The Rescission Agreement provides for the following:
1. Rescind 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 intends to cancel 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, the Company has changed it operational
plans. The Company intends to obtain debt and/or, equity finance 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.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
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 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 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, who handled accounting services for the Company.
1
As a result of such issuance, Mr. Littman has become the majority and
controlling shareholder of the Company. Please see Item 5.01 below.
Exemption from Registration Claimed
All of the above sales by the Company of its unregistered securities were made
by the Company in reliance upon Section 4(6) and Rule 506 of Regulation D of the
Securities Act of 1933, as amended. All of the individuals and/or entities that
purchased the unregistered securities were primarily either existing
shareholders or individuals or entities known to the Company and its management,
through pre-existing business relationships, or as long standing business
associates. All purchasers were provided access to all material information,
which they requested, and all information necessary to verify such information
and were afforded access to management of the Company in connection with their
purchases. All purchasers of the unregistered securities acquired such
securities for investment and not with a view toward distribution, acknowledging
such intent to the Company. All certificates or agreements representing such
securities that were issued contained restrictive legends, prohibiting further
transfer of the certificates or agreements representing such securities, without
such securities either being first registered or otherwise exempt from
registration in any further resale or disposition.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
Item 4.01 - Changes in Registrant's Certifying Accountant.
DeJoya Griffith & Company, LLC. formerly the independent registered public
accountant for the Company was dismissed as the Company's independent registered
public accountant on May 2, 2012, by the Company's Board of Directors. No audit
committee exists, other than the members of the Board of Directors.
On May 1, 2012, the Board of the Company approved the engagement of new
auditors, Borgers & Cutler CPA's PLLC, Denver, Colorado to be the Company's
independent registered public accountant. No audit committee exists, other than
the 0 of Directors.
In connection with audit of fiscal years ended December 31, 2009 and 2010 and
the cumulative period of January 1, 2011 through September 30, 2011 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 or procedure, which disagreements, if not resolved
to the satisfaction of the former accountant would have caused them to make
reference to the subject matter of the disagreements in their report..
The audit reports from DeJoya Griffith & Company, LLC for the fiscal years ended
December 31, 2009 and 2010, 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
As a result of the Rescission Agreement discussed in Item 1.02 and the issuance
of shares of common stock to Mr. Littman, discussed in Item 3.02, there was a
resulting change in the ownership structure of the Company. Prior to the
Rescission Agreement, Hunt Global owned 30,000,000 shares of the Company's
issued and outstanding common stock representing 32.18% of the voting common
stock and Crown Financial Group, LLC owned 10,000,000 shares of the Company's
issued and common stock representing 10.72% of the voting common stock.
Prior to the Rescission Agreement, the Company had 93,224,444 shares of common
stock issued and outstanding. The Rescission Agreement, provides for the return
of the 30,000,000 shares of common stock held by Hunt Global and the 10,000,000
shares of common stock held by Crown Financial Group, LLC, the Company intends
to cancel such shares. After the cancellation of the 40,000,000 shares of common
stock, the Company has 53,224,444 shares of common stock issued and outstanding.
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, as discussed in Item 3.02. As a result of the issuance of such shares,
the Company has 123,224,444 shares of common stock issued and outstanding. Mr.
Littman's shares represent 56.80% of the voting common stock of the Company.
The following table sets forth information with respect to the beneficial
ownership of the Company's outstanding common stock by:
o each person who is known by the Company to be the beneficial owner of five
percent (5%) or more of the Company's common stock;
Number of Shares Number of Shares
Held Before Percent of Class Held After Percent of Class
Rescission Before Rescission Rescission After Rescission
Name of Holder Agreement Agreement (1) Agreement Agreement (2)
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Hunt Global Resources, Inc. 30,000,000 32.18% 0 0%
Crown Financial Group, LLC (3) 10,000,000 10.72% 0 0%
Charles T. Philips 6,075,698 6.51% 6,075,698 4.93%
Coastal Safety and Environmental, LLC 6,000,000 6.43% 6,000,000 4.86%
Michael A. Littman 0 0% 70,000,000 56.80%
(1)Based on 93,224,444 shares of common stock issued and outstanding, prior
to the Rescission Agreement and the cancellation of a total of 40,000,000
shares, held by Hunt Global And Crown Financial, LLC.
(2)Based on 123,224,444 shares of common stock issued and outstanding,
assuming the cancelation of the 30,000,000 shares held by Hunt Global and
the 10,000,000 shares held by Crown Financial Group and the issuance of
70,000,000 shares to Mr. Littman.
(3) Mr. George Sharp, a former officer and director of the Company, was the
beneficial holder of the shares held by Crown Financial Group, LLC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Officers and Directors
On May 1, 2012, the Company's Board of Directors accepted the resignations of
Mr. George Sharp as the Chief Executive Officer and Ms. Adreena Betti, as the
Company's President and Corporate Secretary.
Further the Company's Board of Directors accepted Mr. George Sharp, Adreena
Betti resignations as directors of the Company, effective ten (10) days after
the mailing of the 14f-1 Notice to the Shareholders under Section 14f of the
Securities and Exchange Act of 1934, as amended.
Appointment of Officers and Directors
On May 1, 2012, the Company's Board of Directors appointed to the following
individuals, to the positions listed below. Their biographical information
follows the table.
Name Position
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Redgie Green Chief Executive Officer & Director
Rodney Unger Chief Financial Officer & Director
Stanley Hallman Director
Redgie Green, Chief Executive Officer & Director, age 59
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.
Rodney Unger, Chief Financial Officer & Director, age 59
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 Business.
Stanley Hallman, Director, 81
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 September 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
- September 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.
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-K.
Exhibit No. Description
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10.1 Rescission and Settlement Agreement and Mutual Release, dated April 20,
2012
16 Letter regarding Change of Accountants, dated May 9, 2012
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/Redgie Green
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Redgie Green, Chief Executive Officer
Date: May 16, 2012
