-----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, PnQJMmYZGYXzoja0oF+TDTmdfU86X4xtYw07CoEIpe9VSd42ZZehp5uD4YyfT962 g6fpjcLfd4/JbzQAwQFSLA== 0001072588-10-000322.txt : 20101105 0001072588-10-000322.hdr.sgml : 20101105 20101105155730 ACCESSION NUMBER: 0001072588-10-000322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101103 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101105 DATE AS OF CHANGE: 20101105 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 101168762 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 1 mmbf8k.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: November 3, 2010 MOMENTUM BIOFUELS, INC. ----------------------- (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)
7450 West 52nd Ave., Suite M-115, Arvada, CO 80002 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (303)305-0325 ------------- 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. Larry O'Donnell, CPA, 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 3, 2010. On November 3, 2010, the Board of the Company approved the engagement of new auditors, De Joya Griffith & Company, LLC of Henderson, Nevada 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, 2009 and 2008 and the cumulative period of January 1, 2010 through June 30, 2010 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 from Larry O'Donnell, CPA, PC for the fiscal years ended December 31, 2009 and 2008, 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 __, 2010 23.1 Resignation of Larry O'Donnell, CPA, PC, dated November __, 2010 23.2 Consent of De Joya Griffith & Company, dated November __, 2010 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/ George Sharp ---------------- George Sharp, Chief Executive Officer Date: November __, 2010 EX-16.1 2 ex16.txt Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 2228 South Fraser Street Fax (303)369-9384 Unit I Email larryodonnellcpa@comcast.net Aurora, Colorado 80014 www.larryodonnellcpa.com November 5, 2010 SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance 100 F Street, N.E., Mail Stop 7010 Washington, D.C. 20549 Re: Momentum Biofuels, Inc. (the "Company") --------------------------------------- Form 8-K Item 4.01 (the "Report") Gentlemen: We have reviewed the above referenced Report filed by the Company. We do not disagree with the statements made by the Company in the Report and authorize the Company to file a copy of this letter as an exhibit to the Report. /s/ Larry O'Donnell, CPA, PC ------------------------- Larry O'Donnell, CPA, PC EX-23.2 3 ex232.txt EXHIBIT 23.2 De Joya Griffith & Company, LLC Certified Public Accountants & Consultants 2580 Anthem Village Drive Henderson, Nevada 89052 702.563.1600 office 702.920.8049 facsimile Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Re: Momentum BioFuels, Inc. Commission File # 000-50619 Gentlemen: We have read and agree with the comments, regarding our firm in Item 4.01 of the Form 8-K of Momentum BioFuels, Inc., dated November __, 2010. /s/De Joya Grifithe & Company, LLC --------------------------------------- Henderson, Nevada -----END PRIVACY-ENHANCED MESSAGE-----