Form SC 13D MOMENTOUS ENTERTAINMENT Filed by: MANDEST TRUST

|   1  |

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

The Mandest Trust

|   2  |

Check the Appropriate Box if a Member of a Group

(a)      .

(b)  X .

|   3  |

SEC Use Only

|   4  |

Source of Funds

PF, OO

|   5  |

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

      .

|   6  |

Citizenship or Place of Organization

US

| 7 | Sole Voting Power

8,000,000 Shares of Common Stock

Number of Shares

| 8 | Shared Voting Power

Beneficially

-0-

Owned by Each

Reporting                      

| 9 | Sole Dispositive Power

Person With

8,000,000 Shares of Common Stock

| 10 | Shared Dispositive Power

-0-

|  11  |

Aggregate Amount Beneficially Owned by Each Reporting Person

8,000,000 Shares of Common Stock

|  12  |

Check if the Aggregate Amount in Row (11) Excludes Certain Shares        .

Not applicable.

|  13  |

Percent of Class Represented by Amount in Row (11)

10.16% of the Company’s outstanding Common Stock.

|  14  |

Type of Reporting Person

OO

|   1  |

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Tim Williams

|   2  |

Check the Appropriate Box if a Member of a Group

(a)      .

(b)  X .

|   3  |

SEC Use Only

|   4  |

Source of Funds

PF, OO

|   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

| 7 | Sole Voting Power

4,001,800 Shares of Common Stock

8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust

Number of Shares

| 8 | Shared Voting Power

Beneficially

-0-

Owned by Each

Reporting                      

| 9 | Sole Dispositive Power

Person With

4,001,800 Shares of Common Stock.

8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust

| 10 | Shared Dispositive Power

-0-

|  11  |

Aggregate Amount Beneficially Owned by Each Reporting Person

4,001,800 Shares of Common Stock.

8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust.

|  12  |

Check if the Aggregate Amount in Row (11) Excludes Certain Shares        .

Not applicable.

|  13  |

Percent of Class Represented by Amount in Row (11)

15.24% of the Company’s outstanding Common Stock.

|  14  |

Type of Reporting Person

IN

(a)

the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;

(b)

a reorganization involving the Company;

(c)

a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)

a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

a material change in the present capitalization or dividend policy of the Company;

(f)

other material changes in the Company’s business or corporate structure;

(g)

changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)

causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

any action similar to any of those enumerated in (h) through (j), above.

(a)

As of the date of this report, the Reporting Persons beneficially own 12,001,800 shares of the Company's Common Stock representing 15.4% of the 78,769,010 shares of the Company's issued and outstanding capital stock.  Mr. Williams beneficially owns 12,001,800 shares (15.4%) and the Trust beneficially owns 8,000,000 shares (10.2%).

(b)

The number of shares as to which the Reporting Person has:

   Sole power to vote or direct the vote:    Mr. Williams - 12,001,800; the Trust - 8,000,000

   Shared power to vote or direct the vote:     -0-

   Sole power to dispose or direct the disposition: Mr. Williams - 12,001,800; the Trust - 8,000,000

   Shared power to dispose or direct the disposition:   -0-

(c)

See Item 3, above.

(d)

No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.

(e)

N/A.