-----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, LA3FwK+cZa9TiwLxuYTeF/LCZxNC9E+oxoggNuAT2iPn07xYGzQTTZLMig8yRGr7 t6E6FI44ozdMulRZ3nXtuQ== 0001072588-09-000058.txt : 20090212 0001072588-09-000058.hdr.sgml : 20090212 20090212164901 ACCESSION NUMBER: 0001072588-09-000058 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090202 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTUM BIOFUELS, INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 09595593 BUSINESS ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD. STREET 2: SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 BUSINESS PHONE: 281 334 5161 MAIL ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD. STREET 2: SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 FORMER COMPANY: FORMER CONFORMED NAME: TONGA CAPITAL CORP DATE OF NAME CHANGE: 19920703 8-K/A 1 mmbf8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 MOMENTUM BIOFUELS, INC. (Formerly 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 Identification incorporation) Number) Number)
4700 New West Drive, Pasadena, TX 77507 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (281) 334-5161 -------------- Registrant's telephone number, including area code (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 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS Item 4.01 - Changes in Registrant's Certifying Accountant. Malone-Bailey, P.C. formerly the independent registered public accountant for Momentum BioFuels, Inc. (the Company), was dismissed as the Company's independent registered public accountant on November 10, 2008. On November 10, 2008, the Board of the Company approved the engagement of new auditors, Larry O'Donnell, CPA, PC, of Aurora, Colorado to be the Company's independent registered public accountant. No audit committee exists, other than the members of the Board of Directors. The action to engage new auditors was approved by the Board of Directors. No audit committee exists, other than the members of the Board of Directors. In connection with audit of fiscal years ended December 31, 2007 and 2006 and the cumulative period of January 1, 2008 through June 30, 2008 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 of procedure, which disagreements if not resolved to the satisfaction of the former accountant would have caused them to make reference in connection with their report to the subject of the disagreement(s). The audit reports by Malone-Bailey, PC for the fiscal years ended December 31, 2007 and 2006, 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 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-B. Exhibit No. Description 16 Letter regarding Change of Accountants, dated November __, 2008* 23.1 Resignation of Malone-Bailey, PC, dated November 12, 2008 23.2 Consent of Larry O'Donnell, CPA, PC, dated November 12, 2008 - -------------------- *Filed herewith 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/ Gregory A. Enders --- --------------------- Gregory A. Enders, President and Chief Executive Officer Date: November 26, 2008 EXHIBIT 16 Malone-Bailey, P.C. 10350 Richmond Ave., Suite 800 Houston, TX 77042 Telephone: (713) 343-4200 Fax: (713) 266-1815 November 20, 2008 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Gentlemen: We have read the statements made by Momentum BioFuels, Inc. (the "Company") pursuant to Item 4.01(a) of Form 8-K, as part of the Form 8-K to be filed by the Company on or about November 12, 2008 (copy attached.) We agree with the statements concerning our firm contained in the first sentence in the first paragraph and the third and fourth paragraphs under Item 401(a) of such Form 8-K. We have no basis to agree or disagree with the Company's other comments in the Form 8-K. Very Truly Yours, /s/Malone-Bailey, PC Malone-Bailey, PC EXHIBIT 23.1 Resignation of Malone-Bailey, PC November __, 2008 Momentum BioFuels, Inc. 2600 S. Shore Blvd, Suite 100 League City, TX 77573 Dear Mr. Enders, This is to confirm that the client-auditor relationship between Momentum BioFuels, Inc. (Commission File Number 000-50619) and Malone-Bailey, PC has ceased. Sincerely, /s/ Malone-Bailey, PC - ---------------------------------------- Malone-Bailey, PC cc: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission EHIBIT 23.2 Larry O'Donnell, CPA, P.C. 2228 South Fraser Street, Unit 1 Aurora, Colorado 80014 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Re: Momentum BioFuels, Inc. Commission File # 0000-50619 Gentlemen: We have read and agree with the comments in Item 4 of the Form 8-K of Momentum BioFuels, Inc. dated November 10, 2008. /s/ Larry O'Donnell, CPA, PC --------------------------------------- Aurora, Colorado -----END PRIVACY-ENHANCED MESSAGE-----