-----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, SDlCcL1x78yhxdaqjIwZU41ZfSI9sRpb6QnsoW9I/XTDuxSTc1o81hi3f38Okw+/ IDiml9sIBLGf/eBBDBgcgA== 0001072588-09-000073.txt : 20090227 0001072588-09-000073.hdr.sgml : 20090227 20090227135815 ACCESSION NUMBER: 0001072588-09-000073 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081130 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 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: 09641531 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 mmbf8kaa3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A #3 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 supplement the 8-K filed on February 13, 2009. Exhibit 16.1 Consent of Malone & Bailey, P.C., dated November 10, 2008, is attached hereto as an exhibit. Exhibit 23.1 letter of Malone & Bailey P.C. dated November 10, 2008 is attached hereto as an exhibit. 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. 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 16.1 Consent Letter of Malone-Bailey, P.C., dated November 10, 2008. 23.1 Letter confirming Auditor Relationship of Malone-Bailey, P.C., has ceased, dated November 10, 2008. 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 24, 2009 EX-16.1 2 ex16malone.txt EXHIBIT 16.1 Malone-Bailey, P.C. 10350 Richmond Ave., Suite 800 Houston, TX 77042 Telephone: (713) 343-4200 Fax: (713) 266-1815 November 10, 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 EX-23.1 3 ex231malone.txt EXHIBIT 23.1 Resignation of Malone-Bailey, PC November 10, 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 -----END PRIVACY-ENHANCED MESSAGE-----