-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LU9Al5f4/YIpN10abVsrZAm5XXUSiuuO1wvV45KCpvrHJc28Awue8JWpYNKyBwx+ 4ei4JhYFzXu/vo6tukhnsQ== 0001072588-07-000360.txt : 20071016 0001072588-07-000360.hdr.sgml : 20071016 20071016172322 ACCESSION NUMBER: 0001072588-07-000360 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071009 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071016 DATE AS OF CHANGE: 20071016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TONGA CAPITAL CORP CENTRAL INDEX KEY: 0000813718 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841069035 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 071174905 BUSINESS ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD., SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 BUSINESS PHONE: 281 334 5161 MAIL ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD., SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 8-K 1 tcc8k.txt 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: October 9, 2007 TONGA CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-50619 84-1069035 - ------------------------------- ---------------------- ---------------- (State or other jurisdiction of (Commission File IRS Employer incorporation) Number) Identification Number) 2600 S. Shore Blvd, Suite 100, League City, TX 77573 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (281) 334-5161 -------------- Registrant's telephone number, including area code 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS: APPOINTMENT OF PRINCIPAL OFFICERS. Director Appointments/Resignations - ---------------------------------- On October 10, 2007, Tonga Capital Corporation (the Company) held its Annual Shareholders' Meeting. Among the business conducted at the meeting was the election of the Company's Board of Directors. Messers, Richard C. Cilento, Richard A. Robert, Jeffrey P. Ploen, David M. Fick, John V. Olsen, Richard K. Reiling and Gregory A. Enders were elected as directors. Barent W. Cate, the Chief Executive Officer of the Company, was not elected to the Board of Directors. Jackson Wilson and Donald Guggenheim were not elected to the Board of Directors. All directors were elected to serve a one-year term. The biographies of the directors are as follows: RICHARD C. CILENTO - Age 45 Mr. Cilento serves as a director of the Company. He is currently the President, Chief Executive Officer and Founder of FuelQuest, Inc. FuelQuest provides on-demand supply chain management and tax automation software and services for suppliers, distributors, fuel buyers, and traders in Global Downstream Energy. Mr. Cilento brought a broad scope of experience in technology, operations and business development to his role as President and Chief Executive Officer of FuelQuest. He is a co-founder of The Bollard Group, which provides investment banking services to petroleum distribution companies and other high-growth business ventures. Prior to co-founding The Bollard Group, he held senior-management positions with several technology firms, including Xerox Corp, where he served as Vice President of Strategic Services. Prior to that, he was the Vice President of Corporate Services for XLConnect Solutions, where he served as the lead technologist for advanced systems and managed the organization through its Initial Public Offering and its eventual merger with Xerox, forming Xerox Connect Solutions. Mr. Cilento began his career at NASA, where he and his team were responsible for redesigning NASA's Mission Control Center and implementing NASA's Software Management Plan. He holds a BS degree in Aeronautical and Astronomical Engineering from the University of Illinois, an MBA at the University of Houston and serves on the advisory boards for several internet-based companies. RICHARD A. ROBERT, CPA - Age 41 Mr. Robert serves as a director of the Company. He is a financial executive with expertise in acquisitions, divestitures, economic analysis, capital formation via debt and equity markets and financial risk management. Through the course of his career, he has dealt extensively with Wall Street analysts, investment bankers, and commercial bankers. He is currently the Executive Vice-President and Chief Financial Officer of Vanguard Natural Resources, LLC, which is a natural gas and oil production company focused on the development and exploitation of mature long-lived natural gas and oil reserves in the Appalachian basin. In addition, he is the current co-owner and co-founder of Cova Hand-Selected Wines, Custom Living Properties, LP and Lifewear Products, LP. He served as the Interim Chief Financial Officer of Massey Energy Company, a coal company in the United States. Mr. Robert was the Vice-President of Finance of Enbridge US, Inc. ("Enbridge") after Enbridge's acquisition of Midcoast Energy Resources, Inc. ("Midcoast"). Enbridge is an energy company based in Calgary, Alberta. Mr. Robert served as the Chief Financial Officer and Treasurer of Midcoast. Midcoast was a growth-oriented energy company engaged in the transportation, gathering, processing and marketing of natural gas and other petroleum products. He was involved in the merger by and between Midcoast and Enbridge. Mr. Robert began his career with Arthur Andersen, LLP as an energy auditor. He holds a BBA from Southwest Texas State University with a Concentration in Accounting. DAVID M. FICK - Age 56 Mr. Fick has participated as an active investor and entrepreneur in numerous projects involving wind, biodiesel, ethanol, and farm related businesses. Mr. Fick is currently President of several investment funds working with value added ventures for farming. He owns and operates a farm implement business that sells over 50 manufacturer lines. He is a past board member of Badger State Ethanol. Mr. Fick and his family have been a part of the farming community in Minnesota and South Dakota for almost 40 years including interests in dairy, corn, beets, soybeans and alfalfa. He has served in the National Guard and has held multiple leadership roles with local farm organizations, civic organizations and his church. JEFFREY P. PLOEN - Age 56 Mr. Ploen has served as a director of the Company since July 2004. He has been a member of the investment banking industry for over 25 years specializing in small or micro cap firms. He is a founding partner and is currently the CEO and Chairman of the Board of Iofina Natural Gas PLC. He served as the former Chairman, President and CEO of Tonga Capital Corp. He was the former Chairman and CEO of Paradigm Holdings, Inc. He is the former hedge fund manager of the Olive Fund LLC. Jeff held positions with several small cap brokerage houses from 1972 through 1994 including Engler and Budd, Cohig and Associates, Neidiger, Tucker and Brunner and Institutional Securities, Inc. For the past ten years Jeff has been President of J. Paul Consulting Corp., a firm specializing in financing for small and micro cap firms. GREGORY A. ENDERS - Age 52 Mr. Enders has served as Chief Executive Officer of several public and private companies including Stratasoft, Inc., Commerciant Holdings, Inc., Intermat, Inc., Strategic Distribution, MRO Software, Inc., Integration Systems, Inc. (d/b/a Bizmart Computer Super Centers) and Computer Productivity, Inc. Most of these companies have been involved in existing and emerging technologies and have included high volume hardware sales, technology development, professional skills training, communications and electronics. For 15 years, he has simultaneously served as Chairman and CEO of Enders Racing, LLC, a motorsports marketing and competition company to operate an NHRA Pro Stock Championship Drag Racing Team. This team was the subject of the Disney Movie, "Right on Track". In addition, Mr. Enders has served as President and CEO of GEAM, Inc., an acquisitions and management company established for the purpose of consulting in the areas of business acquisitions, financial restructuring, strategic planning and implementation of client companies. Mr. Enders served in the United States Air Force (both active duty and reserves) from 1972 - 1978. From 2002 until August of this 2007 Mr. Enders served on the Development Board of Texas A&M's Mays Business School. RICHARD K. REILING - Age 60 Mr. Reiling currently serves as Chairman, President and CEO of Reiling Capital Group an investment and venture capital company. He has been a successful operator of a number of Professional Employee Organizations and has acquired companies with a consolidated payroll of in excess of $300,000,000. Mr. Reiling has served as Chief Executive Officer of Harbor America from 2001-2003, as Managing Director of the Bollard Group, LLC from 1997-2001. Prior to these corporate involvements, Mr. Reiling served in various capacities with several construction related and service based companies. Mr. Reiling graduated from the University of Oregon with a Bachelor of Science Degree. JOHN V. OLSEN - Age 49 Mr. Olsen has served as a senior officer of a number of technology and consulting companies for over 20 years. He has served as a vice president of Stratasoft, Commerciant, and as Chief Executive Officer of BioInformatics Exchange Corporation. After serving in several management capacities with GE Consulting and GE Medical Systems, Mr. Olsen was responsible for all aspects of data management, development methodology and tool selection in support of both regulatory and stock market systems for the National Association of Securities Dealers NASDAQ stock market system. Mr. Olsen holds a Bachelor of Science degree in Mathematics from Carroll College, Waukesha WI. ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. As part of the Annual Shareholders' Meeting, the Company's Shareholders have voted to change the Company's name from "Tonga Capital Corporation" to "Momentum Biofuels, Inc." The Articles of Incorporation have been amended effective October 22, 2007 changing the name to Momentum Biofuels, Inc. SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS. As part of the Annual Shareholders' Meeting, the Auditors, Malone & Bailey, were confirmed as Auditors. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements - Not Applicable b) Pro Forma Financial Statements - Not Applicable c) Exhibits - 3.1 Articles of Amendment 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. TONGA CAPITAL CORPORATION By: /s/ Stuart C. Cater ------------------- Stuart C. Cater, Chief Financial Officer Date: October 16, 2007 EX-3.1 2 artofamend.txt EXHIBIT 3.1 Articles of Amendment Filed pursuant to section 7-90-301, et seq. and section 7-110-106 of the Colorado Revised Statutes (C.R.S.) ID number: 19871708475 1. Entity name: Tonga Capital Corporation 2. New Entity name: Momentum Biofuels, Inc. 3. Use of Restricted Words: None 4. Other amendments, if any, are attached. None 5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment state the provisions for implementing the amendment. 6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: OR If the corporation's period of duration as amended is perpetual, mark this box: X 7. Delayed effective date: 10/22/2007 8:00 AM Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such deliver, under penalties of perjury, that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Michael Littman, 7609 Ralston Road, Arvada, CO 80002, United States. Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney. -----END PRIVACY-ENHANCED MESSAGE-----