UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 under the Exchange Act
TONGA CAPITAL CORP.
(Exact name of registrant as specified in its charter)
COLORADO 000-50619 84-1069035
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
of incorporation)
3027 Marina Bay Dr., Suite 105, League City, TX 77573
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(Address of Principal Executive Offices)
(281) 334-5161
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(Registrant's telephone number including area code)
INFORMATION STATEMENT PURSUANT TO SECTION 14 (F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14(F)-1 THEREUNDER
This Information Statement is being mailed on or about September 1, 2006 to
holders of record as of the close of business on July __, 2006 of shares of
common stock, ("Common Stock"), of Tonga Capital Corp. (the "Company," "we,"
"us," or "our"). You are receiving this Information Statement in connection with
the appointment of persons designated by ____________________ ("___"), to two
seats on the Board of Directors of the Company (the "Board") in connection with
the issuance of 39,275,000 common shares pursuant to the Plan and Agreement of
Reorganization on ___________ representing approximately 96% of the Company's
outstanding Common Stock.
The appointment is being effected through an increase in the number of
board members, appointed by Board Action. Nevertheless, you are urged to read
this Information Statement carefully and in its entirety.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL
PURPOSES ONLY. WE ARE NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH
THE ITEMS DESCRIBED HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS
REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT. THIS
INFORMATION STATEMENT IS NOT AN OFFER TO PURCHASE YOUR SHARES.
The Company has issued 39,275,000 shares of Common Stock pursuant to the
Plan and Agreement of Reorganization with Momentum Biofuels, Inc. (MBF). A total
of 39,275,000 shares have been issued to interest holders of MBF, in exchange
for 100% of MBI.
Additionally, on the Closing Date, Mr. Jeffrey Ploen resigned from his
position as our Chief Executive Officer, President, Secretary and Treasurer.
Effective on the Closing Date, Mr. Charles T. Phillips was appointed to serve as
our President, Chief Executive Officer and Director.
In connection with the change in control of the Company, we also changed
our business plan. Prior to the change in control, we had been dormant and had
not realized any profitable operations. In connection with the change in
control, our Board desires to pursue business endeavors related to biodiesel
plant design and installation. Accordingly, our Board intends to seek additional
capital to enable us to carry out our new business plan.
VOTING SECURITIES
As of the date of this Information Statement, our authorized capital stock
consisted of 500,000,000 shares of Common Stock, $.001 par value, of which,
47,127,539 shares are issued and outstanding as of August 7, 2006. Each share
of Common Stock entitles the holder of the share to one vote.
MANAGEMENT
Executive Officers and Directors
Set forth below are the names, ages, position(s) with Company and
business experience of our directors and executive officers.
NAME AGE POSITION
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Charles T. Phillips CEO/President/Director
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Robert E. Degeyter CFO/Secretary/Treasurer
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Jeffrey Ploen Director
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Nominees for new director positions
- --------------------------------------------------------------------------------
K. Kirk Krist Director (Nominee)
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W. Richard Anderson Director (Nominee)
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Elizabeth Evans Director (Nominee)
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Directors hold office until the next annual meeting of our stockholders
and until their successors have been elected and qualify. Officers are elected
by the board of directors and their terms of office are, except to the extent
governed by an employment contract, at the discretion of the board of directors.
Set forth below under "Business Experience" is a description of the business
experience of our new executive officers and directors.
Business Experience
CHARLES T. PHILLIPS - Chairman, President and Chief Executive Officer
Mr. Phillips serves as Chairman, President and CEO and is responsible for
business strategy, goal setting and providing direction toward reaching
organizational goals. He will also work jointly with the management team on
securing purchasing, logistics and marketing contracts and relationships.
He has previously served as Chairman, President and Director of Systems
Management Solutions, Inc., parent of SMS Envirofuels, Inc., as well as an
Advisory Director of SaFuels, Inc. both biodiesel producers. Mr. Phillips became
interested in the biodiesel industry in 1998 as counsel to Texoga Industries,
Inc. and was responsible for the organization of SaFuels, Inc., which began the
operation of a pilot plant that year. In 2001, SaFuels, Inc. entered into a
joint venture with Aegis Fuels Technologies, Inc., another client of Mr.
Phillips, which became SMS Envirofuels, Inc. and was acquired by Systems
Management Solutions, Inc.
Mr. Phillips has been involved in the legal as well as the business operations
of several companies. During the 1970's, he was involved in the securities
registration, marketing and operations of several oil and gas and real estate
limited partnerships. During the 1980's, he was involved in several public
companies, including as founding shareholder of Ensource, Inc. (Formerly listed
on the NYSE:EEE). During the 1990's, Mr. Phillips was a founding director of
International Well Control, Inc. and served as General Counsel to its successor,
Boots & Coots International Well Control, Inc. (AMEX:WEL).
Mr. Phillips is an attorney, licensed to practice in the State of Texas and
admitted to practice before the United States District Courts for the Southern
and Western Districts of Texas and before the United States Court of Appeals for
the Fifth Circuit. He is also a member of the College of the State Bar of Texas.
Mr. Phillips attended the University of Texas and the University of Texas School
of Law, receiving his JD degree in 1966. Mr. Phillips was convicted of a felony
in 1991 which was fully probated, and declared personal bankruptcy in 1996 under
Chapter 7.
JEFFREY PLOEN Age 56
Mr. Ploen will serve as director, a member of the Audit Committee and a member
of the Compensation Committee. Jeff 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 current the CEO and Chairman of the Board of Iofina
Natural Gas plc. He was the former President and CEO of Tonga Capital Corp. He
was the Finance Director from Navidec Corp. from 2003-2004. Jeff enjoyed
positions with several micro 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.
ELIZABETH EVANS (Nominee) Director of Business Development Age 48
Elizabeth A. Evans serves as the Director of Business Development for the
Company. She is responsible for originating and negotiating future contracts to
build, manage and/or own biodiesel processing facilities in the United States.
This may also include other business lines in a vertical integration plan such
as soybean crushing facilities and glycerin refining operations.
Ms. Evans' career includes twenty-five years of experience in corporate
development and financial structuring in the financial services and energy
sectors. For the past five years she has focused primarily in the renewable and
sustainable resources sector in a biobased economy.
Prior to joining Momentum Biofuels Ms. Evans raised money for multiple entities
in the energy and transportation sectors. She held senior management positions
with LodgeNet Entertainment Corporation and North Western Energy Corporation, a
NYSE traded utility, concentrating on venture capital investments. Preceding her
time in the energy capital markets, Ms. Evans led the Merger & Acquisition
activity for the Davis Companies in Los Angeles reporting directly to Marvin
Davis while originating and structuring more than $1 billion in new business.
Ms. Evans holds a B.A. with Honors from Bowdoin College and a Masters in Finance
from the American Graduate School of International Management.
K. Kirk Krist-Director (Nominee) Age 47
Mr. Krist will serve as director, a member of the Audit Committee and as
Chairman member of the Compensation Committee. Mr. Krist has also served as a
director of Boots & Coots International Well Control, Inc. since July 1997. On
December 4, 2002, Mr. Krist was elected Chairman of the Board of Boots & Coots
International Well Control, Inc. Mr. Krist is a 1982 graduate of the University
of Texas with a B.B.A. in Business. He has been a self-employed oil and natural
gas investor and venture capitalist since 1982.
W. RICHARD ANDERSON (Nominee) Age 53
Mr. Anderson will serve as director, as Chairman of the Audit Committee and a
member of the Compensation Committee. Mr. Anderson has also served as a director
of Boots & Coots International Well Control, Inc. since August 1999. For Boots &
Coots International Well Control, Inc., Mr. Anderson also serves as chairman of
the Audit Committee and is a member of the Compensation Committee for Boots &
Coots International Well Control, Inc. Mr. Anderson is the President, Chief
Financial Officer and a director of Prime Natural Resources, a closely held
exploration and production company. Prior to his employment at Prime in January
1999, he was employed by Hein & Associates LLP, a certified public accounting
firm, where he served as a partner from 1989 to January 1995 and as a managing
partner from January 1995 until October 1998.
ROBERT E. DEGEYTER, CPA - Chief Financial Officer Age 58
Mr. Degeyter serves as Chief Financial Officer, Senior Vice President, Treasurer
and Secretary and is responsible for directing the organization's financial
planning and accounting practices and managing relationships with lending
institutions, investors, and the financial community.
He has thirty-five years of practical business experience with public and
private companies of all sizes in a variety of industries. Mr. Degeyter's
industry experience includes manufacturing, services, distribution, regulated
water utilities and IT consulting & staffing. Mr. Degeyter has also served as a
partner of Tatum CFO Partners, LLP. Prior to joining Tatum CFO, he was Sr. Vice
President, CFO for SIG, Inc., an IT consulting and staffing firm. In addition to
all financial reporting and treasury functions, he was a key member of the
acquisition team for target evaluation and negotiation and mezzanine finance
negotiation.
For twenty years Mr. Degeyter owned and managed Degeyter & Associates, CPAs, a
full service accounting, auditing, tax and consulting practice. He provided
clients services in acquisition negotiation and consultation, loan search,
computer systems design and implementation, human resource consultation and
benefit plan administration. He also represented investor owned water utilities
with rate increase applications before State regulatory agencies. His firm
prepared the rate change applications and he was expert witness in full
evidentiary hearings.
Prior to Degeyter & Associates, he was Vice President, Treasurer of The Rein
Company, a manufacturer of business forms. Before the Rein Company, he was
controller of Dixie Carriers, Inc., a barge transportation company and before
that he was controller for C.A. Russell, Inc., a steel tubing distributor.
After graduation from college Mr. Degeyter was on the audit staff of Ernst &
Young for two years. Mr. Degeyter holds a BBA in Accounting from Lamar
University. He is member of the Texas Society of CPAs and the American Institute
of CPAs. He is a Certified Financial Planner.
Employment Agreements
We do not have employment agreements with any officers as of the date
hereof. We may enter into such agreements in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of the Company are required by the SEC to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
based solely on the review of the copies of these reports furnished to us and
written representations that no other reports were required during the year
ended December 31, 2005, all officers, directors and 10% stockholders have
complied with all applicable Section 16(a) filing requirements.
Corporate Governance
We are not a "listed company" under SEC rules and are, therefore, not
required to have an audit committee comprised of independent directors. Our
entire Board serves as our audit committee. No member of our Board is considered
"independent" pursuant to Section 10A(m)(3) of the Securities Act of 1934, as
amended. The Board has determined that its members are able to read and
understand fundamental financial statements and have substantial business
experience that results in their financial sophistication. Accordingly, the
Board believes that its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations of members of the audit
committee.
Additionally, our Board does not have a standing compensation or
nominating committee. Because we do not have such committees, our full Board
performs the functions of such committees. In considering director nominees, at
a minimum, our Board will consider: (i) whether the director nominee provides
the appropriate experience and expertise in light of the other members currently
serving on the board and any other factors relating to the ability and
willingness of a nominee to serve on the board, (ii) the number of other boards
and committees on which the nominee serves, and (iii) the director nominee's
business or other relationship, if any, with us, including whether the director
nominee would he subject to a disqualifying factor in determining the nominee's
"independence" as defined by the listing standards of the relevant securities
exchanges. As of the date of this Information Statement, our Board has not
adopted procedures for the recommendation of nominees for the board of
directors. Our Board will accept nominations from our stockholders.
Stockholder Communication with the Board
Stockholders may send communications to our Board by writing to: Tonga
Capital Corporation, 3027 Marina Bay Dr., Suite 105, League City, TX 77573,
attention Board or any specified director. Any correspondence received at the
foregoing address to the attention of one or more directors is promptly
forwarded to such director or directors.
EXECUTIVE COMPENSATION
Executive Officer Compensation
The following table sets forth the compensation payable to our Chief
Executive Officer and other executive officers of the Company for
services in all capacities to the Company and its subsidiaries during the two
years ended December 31, 2005.
Fiscal Annual Compensation Awards
Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position Ended ($) ($) Compensation Stock Underlying
December 31 ($) Award(s) Options/
($) SARS (#)
- - ----------------------------------------------------------------------------------------------------------------------------------
Charles Phillips 2006 $0 0 0 0 0
President/ CEO 2005 $0 0 0 0 0
& Director 2004 $0 0 0 0 0
Robert E. Degeyter 2006 $0 0 0 0 0
Secretary/Treasurer 2005 $0 0 0 0 0
& CFO 2004 $0 0 0 0 0
Jeff Ploen (1) 2006 $0 0 0 0 0
(former President/
Director) 2005 $0 0 0 0 0
2004 $0 0 0 0 0
All Officers & 2006 $0 0 0 0 0
Directors as a group (2) 2005 $0 0 0 0 0
2004 $0 0 0 0 0
The Company has not adopted any stock option or other forms of
incentive compensation plans at this time.
Compensation of Directors
-------------------------
Our directors do not receive any compensation pursuant to any standard
arrangement for their services as directors. Wesley Whiting and Redgie Green
each received 5,000 shares of common stock in 2005 for their services rendered
in 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
We have set forth in the following table certain information regarding
our Common Stock beneficially owned on the date of this Information Statement
for each stockholder we know to be the beneficial owner of 5% or more of our
outstanding Common Stock, (ii) each of our executive officers and directors, and
(iii) all executive officers and directors as a group. In general, a person is
deemed to be a "beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of the security, or the power to dispose or
to direct the disposition of the security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned. On the date of this Information Statement,
there were 47,127,539 shares of common stock outstanding.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This schedule related to the acquisition of beneficial ownership of Common
Stock of Tonga Capital Corp. (hereinafter the "Company", whose principal place
of business is located at 3027 Marina Bay Dr., Suite 105, League City, TX 77573,
of which Charles T. Phillips acquired 24,475,000 shares of Common Stock by
share exchange from the Company in June 2006. In addition, Mr. Phillips is
trustee of Momentum Directors Trust, owning 800,000 shares, and trustee of
Momentum Employees Trust, owning 13,599,500 shares of which Mr. Phillips
disclaims any beneficial ownership Such shares are the subject of this report. -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has
duly caused this Information Statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Tonga Capital Corp
(Registrant)
Date: August 25, 2006
By:/s/Charles T. Phillips
Charles T. Phillips, President/CEO