8-K/A 1 mmbf8kaa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A #2 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. This 8-K is being filed to correct the 8-K filed on February 13, 2009. Inadvertently, a draft of a resignation letters, 16.1 and 23.1 of Malone & Bailey P.C. dated was attached as an exhibit. No such letters was ever executed by Malone-Bailey even though it was drafted. Malone -Bailey P.C. has not signed any such letter. 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 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: February 18, 2009 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