PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
TONGA CAPITAL CORPORATION
-------------------------
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
[x]No fee required.
[ ] Fee computed per Exchange Act Rules.
TONGA CAPITAL CORPORATION
2600 South Shore Blvd., Suite 100
League City, TX 77573
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 10, 2007
To the Shareholders of
TONGA CAPITAL CORPORATION
NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Shareholders of
TONGA CAPITAL CORPORATION (the "Company") will be held at 2600 South
Shore Blvd., Suite 100, League City, TX 77573 on October 10, 2007, at
8:00 a.m., local time, for the following purposes:
1. To change the Company's name to Momentum Biofuels, Inc.
2. To elect seven (7) directors to hold office until the next annual
meeting of shareholders and qualification of their respective
successors.
3. To ratify the appointment of Malone & Bailey, P.C. as Independent
Accountants for the annual period ending December 31, 2007.
The foregoing items of business are more fully described in the Proxy
Statement, which is attached to and made a part of this Notice.
The close of business on September 28, 2007 has been fixed as the
record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting in person. Whether
or not you plan to attend in person, please complete, date and sign the
accompanying proxy and return it promptly in the enclosed envelope to
assure that your shares are represented at the meeting. If you do
attend, you may revoke any prior proxy and vote your shares in person
if you wish to do so. Any prior proxy will automatically be revoked if
you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Annual Meeting of Shareholders,
of your desire to revoke your proxy.
By order of the Board of Directors
Barent W. Cater
CEO
League City, Texas
September 26, 2007
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
FOR
TONGA CAPITAL CORPORATION
2600 South Shore Blvd., Suite 100
League City, TX 77573
2007 ANNUAL MEETING OF SHAREHOLDERS
To be held on October 10, 2007
This proxy statement and the accompanying form of proxy were mailed on
or about September 28, 2007 to the stockholders of record on September
28, 2007 of TONGA CAPITAL CORPORATION (the "Company), a Colorado
corporation, in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the 2007 Annual Meeting to
be held at 8:00 a.m. local time, on October 10, 2007 at 2600 South
Shore Blvd., Suite 100, League City, TX 77573, and at any adjournment
thereof (the "Meeting"). The Company's Annual Report on Form 10-KSB for
the transition period ended December 31, 2006 and its Quarterly Report
on Form 10-QSB for the three months ended June 30, 2007 are being
mailed together with this proxy statement to all stockholders entitled
to vote at the Meeting.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Company's common stock, par value $0.01 per
share (the "Common Stock") represented by an effective proxy in the
accompanying form will, unless contrary instructions are specified in
the proxy, be voted FOR the proposal to amend the Company's Articles of
Incorporation. The proxy holders may vote effective proxies as they
deem advisable on other matters that may properly come before the
Annual Meeting unless contrary instructions are specified in the proxy.
Any such proxy may be revoked at any time before it is voted.
A stockholder may revoke this proxy by notifying the Secretary of the
Company either in writing prior to the Annual Meeting or in person at
the Annual Meeting, by submitting a proxy bearing a later date or by
voting in person at the Annual Meeting. Any written notice of
revocation or subsequent proxy should be sent so as to be delivered to
Tonga Capital Corporation, 2600 South Shore Blvd., Suite 100, League
City, TX 77573 Attention: Corporate Secretary, at or before the taking
of the vote at the Annual Meeting on October 10, 2007. To approve
Proposals an affirmative vote of a majority of the votes represented by
the shares of Common Stock present in person or represented by proxy at
the Annual Meeting is required. A stockholder voting through a proxy
who abstains with respect to approval of any other matter to come
before the meeting is considered to be present and entitled to vote on
that matter and is in effect a negative vote, but a stockholder
(including a broker) who does not give authority to a proxy to vote, or
withholds authority to vote, on any such matter shall not be considered
present and entitled to vote thereon, and shall count for determining a
quorum
The Company will bear the cost of the solicitation of proxies
by the Board of Directors. The Board of Directors may use the services
of its executive officers and certain Directors to solicit proxies from
stockholders in person and by mail, telegram and telephone.
Arrangements may also be made with brokers, fiduciaries, custodians and
nominees to send proxies, proxy statements and other material to the
beneficial owners of the Company's Common Stock held of record by such
persons and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in so doing.
RECORD DATE VOTING SECURITIES
The securities entitled to vote at the meeting are the
Company's Common Stock, $0.01 par value per share. The presence, in
person or by proxy, of a majority of shares entitled to vote will
constitute a quorum for the meeting. Each share of Common Stock
entitles its holder to one vote on each matter submitted to
stockholders. Each share of Common Stock is entitled to one (1) vote
for as many separate nominees as there are directors to be elected and
for or against all other matters presented. For action to be taken at
the Annual Meeting, a majority of the shares entitled to vote must be
represented at the Annual Meeting in person or by proxy. The close of
business on September 28, 2007 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at
the meeting and any adjournment thereof. At that date, 54,843,756
shares of Common Stock were outstanding. Voting of the shares of Common
Stock is on a non-cumulative basis.
QUORUM AND VOTE NECESSARY FOR APPROVALS
A majority of the shares of common stock outstanding at the
record date must be represented at the Annual Meeting in person or by
proxy in order for a quorum to be present and in order to take action
upon all matters to be voted upon, but if a quorum should not be
present, the meeting may be adjourned without further notice to
shareholders, until a quorum is assembled. Each shareholder will be
entitled to cast one vote at the Annual Meeting for each share of
common stock registered in such shareholder's name at the record date.
Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. Each share of Common Stock entitles the holder thereof to one
vote on all matters to come before the Annual Meeting. Holders of
shares of Common Stock are not entitled to cumulative voting rights.
The favorable vote of a plurality of the votes of the shares
of Common Stock present in person or represented by proxy at the Annual
Meeting is necessary to elect the nominees for seven directors of the
Company. The shareholders are being asked to vote to elect seven (7)
directors even though ten (10) directors have been nominated. Each
shareholder will vote on seven director nominees only. To take the
other actions at the meeting a majority of the shares outstanding must
vote in favor of the proposals present in person or by Proxy.
A majority of shares issued and outstanding is sufficient to
approve the proposal for a name change to Momentum Biofuels, Inc. to be
incorporated in an Amendment to the Articles of Incorporation.
PROPOSAL NO. 1
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE NAME
The Board of Directors by unanimous vote adopted and
recommended for approval by the Company's shareholders, an Amendment to
the Articles of Incorporation that will, if approved by the
shareholders, allow the Company to change its corporate name in order
to reflect the Company's current business in biofuels through its
subsidiary:
The proposed Amended Articles of Incorporation will amend the
Articles of Incorporation, as follows:
The Company's name will change from "Tonga Capital
Corporation" to "Momentum Biofuels, Inc."
Effective Date. If approved by the stockholders, the Amendment
to the Articles of Incorporation would become effective upon their
filing with the Secretary of State of Colorado, which filing is
expected to take place shortly after the shareholders approve the
amendment.
Stockholders Entitled to Vote and Vote Required for Approval.
The affirmative vote of the holders of a majority of all shares of
Common Stock represented at the Meeting, in person or by proxy, will be
required to approve the proposed Amendment to the Articles of
Incorporation. For the purposes of determining the number of votes cast
with respect to this proposal, abstentions and broker non-votes will be
treated as votes against the proposal.
The Board unanimously recommends a vote FOR the approval of
the proposed Amendment to the Articles of Incorporation of the Company.
PROPOSAL NO. 2
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of
directors of the Company to be established by resolution of the Board
of Directors and that there shall be no less then three (3) persons and
no more then nine (9) persons on the Board. The Company's management
has nominated six (6) persons and four (4) persons have been nominated
by shareholders. At this Annual Meeting, a Board of seven (7) directors
will be elected. The proxy holder will vote the proxies received by him
for nominees as marked on the Ballot.
The following nominees are presently directors of the Company:
Barent W. Cater, Richard C. Cilento, Richard A. Robert, David M. Fick,
Jackson L. Wilson, Jr. and Jeffrey P. Ploen. Additionally,
shareholders have nominated as director candidates, Donald Guggenheim,
Richard K. Reiling, John V. Olsen and Gregory A. Enders. In the event
that any nominee shall become unavailable or withdraws, the proxy
holders will vote in their discretion for a substitute nominee. It is
not expected that any nominee will be unavailable. The term of office
of each person elected as a director will continue until the next
Annual Meeting of Stockholders or until a successor has been elected
and qualified.
The proxies solicited hereby can only be voted for seven (7)
of the persons named as nominees below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A
plurality of the votes of the holders of the outstanding shares of
Common Stock represented, at a meeting at which a quorum is presented
may elect directors. There are ten (10) nominees of which seven (7)
nominees will be elected. The seven nominees who receive the largest
numbers of votes will be elected as directors. Shareholders should
carefully mark the ballots in voting for directors by striking through
the three nominees for which the shareholder does not wish to vote. If
the ballot is not marked, it will be deemed a "non vote" for any
directors.
THE DIRECTORS NOMINEES NOMINATED BY MANAGEMENT ARE:
BARENT W. CATER - Age 53
Mr. Cater serves as the CEO and Chairman of the Board of Directors. Mr.
Cater is a retired Managing Partner with Accenture, which is now
Accenture Ltd. (NYSE: ACN), where he spent 24 years providing
operational and technology consulting services to some of the world's
largest companies. During his career with Accenture, he held numerous
positions including most recently Founding General Partner of Accenture
Technology Ventures, were he was responsible for Accenture's Supply
Chain, B2B and Oil and Gas related venture investments. In this
capacity he evaluated investment opportunities, managed Accenture's
investments, participated on portfolio company boards, assisted in fund
raising activities and provided assistance to portfolio company
management teams. Mr. Cater was also Global Managing Partner Business
Development, Managing Partner Outsourcing Sales North America, and
Managing Partner Capital Markets. Mr. Cater also served as CEO of an
Accenture affiliated company "Epvalue" which provided outsourced
procurement services for US and European companies. He was also
Accenture's lead in the formation of Avanade, a joint venture company
created with Microsoft focused on providing technology solutions for
businesses. Mr. Cater holds a BS in Economics and an MBA in Finance
from Texas A&M University.
Mr. Cater is the brother of Mr. Stuart Cater, the Company's Chief
Financial Officer.
RICHARD C. CILENTO - Age 45
Mr. Cilento serves as a director of the Company. He is currently the
President, Chief Executive Officer and Founder of FuelQuest, Inc.
FuelQuest provides on-demand supply chain management and tax automation
software and services for suppliers, distributors, fuel buyers, and
traders in Global Downstream Energy. Mr. Cilento brought a broad scope
of experience in technology, operations and business development to his
role as President and Chief Executive Officer of FuelQuest. He is a
co-founder of The Bollard Group, which provides investment banking
services to petroleum distribution companies and other high-growth
business ventures. Prior to co-founding The Bollard Group, he held
senior-management positions with several technology firms, including
Xerox Corp, where he served as Vice President of Strategic Services.
Prior to that, he was the Vice President of Corporate Services for
XLConnect Solutions, where he served as the lead technologist for
advanced systems and managed the organization through its Initial
Public Offering and its eventual merger with Xerox, forming Xerox
Connect Solutions. Mr. Cilento began his career at NASA, where he and
his team were responsible for redesigning NASA's Mission Control Center
and implementing NASA's Software Management Plan. He holds a BS degree
in Aeronautical and Astronomical Engineering from the University of
Illinois, an MBA at the University of Houston and serves on the
advisory boards for several internet-based companies.
RICHARD A. ROBERT, CPA - Age 41
Mr. Robert serves as a director of the Company. He is a financial
executive with expertise in acquisitions, divestitures, economic
analysis, capital formation via debt and equity markets and financial
risk management. Through the course of his career, he has dealt
extensively with Wall Street analysts, investment bankers, and
commercial bankers. He is currently the Executive Vice-President and
Chief Financial Officer of Vanguard Natural Resources, LLC, which is a
natural gas and oil production company focused on the development and
exploitation of mature long-lived natural gas and oil reserves in the
Appalachian basin. In addition, he is the current co-owner and
co-founder of Cova Hand-Selected Wines, Custom Living Properties, LP
and Lifewear Products, LP. He served as the Interim Chief Financial
Officer of Massey Energy Company, a coal company in the United States.
Mr. Robert was the Vice-President of Finance of Enbridge US, Inc.
("Enbridge") after Enbridge's acquisition of Midcoast Energy
Resources, Inc. ("Midcoast"). Enbridge is an energy company based in
Calgary, Alberta. Mr. Robert served as the Chief Financial Officer and
Treasurer of Midcoast. Midcoast was a growth-oriented energy company
engaged in the transportation, gathering, processing and marketing of
natural gas and other petroleum products. He was involved in the
merger by and between Midcoast and Enbridge. Mr. Robert began his
career with Arthur Andersen, LLP as an energy auditor. He holds a BBA
from Southwest Texas State University with a Concentration in
Accounting.
DAVID M. FICK - Age 56
Mr. Fick has participated as an active investor and entrepreneur in
numerous projects involving wind, biodiesel, ethanol, and farm related
businesses. Mr. Fick is currently President of several investment funds
working with value added ventures for farming. He owns and operates a
farm implement business that sells over 50 manufacturer lines. He is a
past board member of Badger State Ethanol. Mr. Fick and his family have
been a part of the farming community in Minnesota and South Dakota for
almost 40 years including interests in dairy, corn, beets, soybeans and
alfalfa. He has served in the National Guard and has held multiple
leadership roles with local farm organizations, civic organizations and
his church.
JACKSON L. WILSON, JR. - Age 59
Mr. Wilson serves as a director of the Company. From 1975 through
August 2004, when he retired, Mr. Wilson served in various roles at
Accenture Ltd. including Managing Partner - Accenture Technology
Ventures, Corporate Development Officer and, most recently, Chief
Executive Officer - Business Process Outsourcing. Mr. Wilson has
served as a director and Audit Committee Chairman of i2 Technologies
Inc. since April 2005, as a director of Seraph Group since June 2005
and as a director of Garrison Enterprises since May 2007. Mr. Wilson
formerly served on several public company boards, including Accenture
LTD, Security First and SeeBeyond Technologies and numerous private
company boards.
JEFFREY P. PLOEN - Age 56
Mr. Ploen has served as a director of the Company since July 2004. He
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 currently the CEO and Chairman of the Board of Iofina Natural Gas
PLC. He served as the former Chairman, President and CEO of Tonga
Capital Corp. He was the former Chairman and CEO of Paradigm Holdings,
Inc. He is the former hedge fund manager of the Olive Fund LLC. Jeff
held positions with several small 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.
Director Nominees nominated by Shareholders are:
GREGORY A. ENDERS - Age 52
Mr. Enders has served as Chief Executive Officer of several public and
private companies including Stratasoft, Inc., Commerciant Holdings,
Inc., Intermat, Inc., Strategic Distribution, MRO Software, Inc.,
Integration Systems, Inc. (d/b/a Bizmart Computer Super Centers) and
Computer Productivity, Inc. Most of these companies have been involved
in existing and emerging technologies and have included high volume
hardware sales, technology development, professional skills training,
communications and electronics. For 15 years, he has simultaneously
served as Chairman and CEO of Enders Racing, LLC, a motorsports
marketing and competition company to operate an NHRA Pro Stock
Championship Drag Racing Team. This team was the subject of the Disney
Movie, "Right on Track". In addition, Mr. Enders has served as
President and CEO of GEAM, Inc., an acquisitions and management
company established for the purpose of consulting in the areas of
business acquisitions, financial restructuring, strategic planning and
implementation of client companies. Mr. Enders served in the United
States Air Force (both active duty and reserves) from 1972 - 1978.
From 2002 until August of this 2007 Mr. Enders served on the
Development Board of Texas A&M's Mays Business School.
DONALD GUGGENHEIM - Age 63
Mr. Guggenheim is an estate tax and insurance professional and has
operated his own practice for over 20 years. In addition, Mr.
Guggenheim is a successful restaurateur, having owned and operated
over 30 restaurants in Texas. He currently owns and operates three
very successful Italian restaurants in Houston, Texas. Mr. Guggenheim
served as an officer in the United States Army, becoming an Army pilot
during the Vietnam War. He was injured in a plane crash, during the
war, ending his military career. He has been a shareholder and board
member of several successful private and public companies.
RICHARD K. REILING - Age 60
Mr. Reiling currently serves as Chairman, President and CEO of Reiling
Capital Group an investment and venture capital company. He has been a
successful operator of a number of Professional Employee Organizations
and has acquired companies with a consolidated payroll of in excess of
$300,000,000. Mr. Reiling has served as Chief Executive Officer of
Harbor America from 2001-2003, as Managing Director of the Bollard
Group, LLC from 1997-2001. Prior to these corporate involvements, Mr.
Reiling served in various capacities with several construction related
and service based companies. Mr. Reiling graduated from the University
of Oregon with a Bachelor of Science Degree.
JOHN V. OLSEN - Age 49
Mr. Olsen has served as a senior officer of a number of technology and
consulting companies for over 20 years. He has served as a vice
president of Stratasoft, Commerciant, and as Chief Executive Officer
of BioInformatics Exchange Corporation. After serving in several
management capacities with GE Consulting and GE Medical Systems, Mr.
Olsen was responsible for all aspects of data management, development
methodology and tool selection in support of both regulatory and stock
market systems for the National Association of Securities Dealers
NASDAQ stock market system. Mr. Olsen holds a Bachelor of Science
degree in Mathematics from Carroll College, Waukesha WI.
Board Committees, Meetings and Compensation. The Company's
business affairs are managed by the Board. During the year ended
December 31, 2006, the Board of Directors held a few meetings and
conducted certain actions by unanimous consent. During 2002 and
through December 31, 2006, no director then in office attended fewer
than 75% of the aggregate number of meetings of the Board of
Directors. The Directors currently receive compensation for their
service on the Board as shown on the Summary Compensation Table. The
Company does not currently have any standing committees; however, the
Board anticipates designating an Executive Committee, a Compensation
Committee and an Audit Committee after the Annual Meeting. The Company
does not have a nominating committee, and the Board believes such a
committee is not necessary due to the small size of the Board.
Currently, the entire Board participates in the consideration of
director nominees. The Board of Directors does not have a formal
policy with regard to the consideration of any director candidates
recommended by stockholders, the minimum qualification of director
candidates or the process for identifying and evaluating director
nominees. The Company has received director candidates recommended by
its stockholders. As the Company does not have an Audit Committee, the
Board has determined that Richard A. Robert director is an "audit
committee financial expert" as such term is defined in Item 401(e) of
Regulation S-B. Although the Company does not have a formal policy
regarding attendance by members of the Board of Directors at annual
meetings of stockholders, directors are encouraged to attend annual
meetings.
Stockholder Communications with the Board of Directors.
Stockholders may communicate with the full Board, or any individual
directors, by sending such written communication to the following
address:
Corporate Secretary
2600 South Shore Blvd., Suite 100
League City, TX 77573
Any written communications received by the Corporate Secretary will be forwarded
to the appropriate directors.
Executive Officer and Director Compensation and Other Matters.
The following table provides certain information concerning the compensation
earned by the Company's Executive Officers and Directors for services rendered
in all capacities to the Company for the fiscal year ended December 31, 2006 and
to date in 2007.
SUMMARY COMPENSATION TABLE(1)
OF OFFICERS AND DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
NON- QUALIFIED
NON-EQUITY DEFERRED
STOCK OPTION INCENTIVE PLAN COMPENSATION OTHER ANNUAL
NAME & PRINCIPAL AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
POSITION YEAR SALARY ($) BONUS ($) ($) ($) ($) ($) ($) ($)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Charles T. Phillips, 2006 $60,000 $-0- $-0- $-0- $ -0- $ -0- $80,000 $140,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Ex-President & CEO
(2,4)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Robert Degeyter, 2006 $ -0- $-0- $-0- $-0- $ -0- $ -0- $4,900 $4,900
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Chief Financial
Officer (3)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Barent W. Cater 2007 $100,000 $-0- $-0- $8,750,000 $ -0- $ -0- $ -0- $8,850,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
CEO (5)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Richard C. Cilento 2007 $ -0- $-0- $190,000 $-0- $ -0- $ -0- $ -0- $190,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Director (6)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Richard A. Robert 2007 $ -0- $-0- $190,000 $-0- $ -0- $ -0- $ -0- $190,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Director (7)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
David M. Fick 2007 $ -0- $-0- $-0- $-0- $ -0- $ -0- $ -0- $-0-
- ----------------------------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Director
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Jackson L Wilson, Jr. 2007 $ -0- $-0- $190,000 $-0- $ -0- $ -0- $ -0- $190,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Director (8)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Jeffrey P. Ploen 2007 $ -0- $-0- $-0- $-0- $ -0- $ -0- $ -0- $-0-
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Director 2006 $ -0- $-0- $-0- $-0- $ -0- $ -0- $ -0- $-0-
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Stuart Cater, Chief 2007 $150,000 $-0- $-0- $3,500,000 $ -0- $ -0- $ -0- $3,650,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Financial Officer (9)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
James O'Neal, Chief 2007 $150,000 $-0- $-0- $3,500,000 $ -0- $ -0- $ -0- $3,650,000
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
Operating Officer (10)
- -------------------- -------- --------- --------- --------- ----------- -------------- --------------- -------------- -------------
(1)The value of prerequisites and other personal benefits, securities
and property for the Named Executive Officers that do not exceed the
lesser of $50,000 or 10% of the total of the annual salary and bonus
is not reported herein.
(2)Mr. Phillips served as the President and Chief Executive Officer
from June 2006 through February 2007. This does not include the
24,475,000 shares of the Company's restricted common stock that he
received in the reverse acquisition of Tonga and Momentum.
(3) Mr. Degeyter served as the Chief Financial Officer from June 2006
through February 2007.
(4) Consulting fees paid to Mr. Phillips.
(5) Mr. Barent Cater, as part of his employment, has been issued an
option exercisable for 5,000,000 shares of the Company's common stock.
The option has a term of 5 years and vest over a 3 year period. The
Company is amortizing the expense of the option over a 4 year period.
Mr. Barent Cater in April 2007 signed an employment agreement with the
Company that provides for an annual salary of $100,000. The Company is
currently accruing Mr. Barent Cater's salary.
(6) Mr. Cilento was issued 200,000 shares of the Company's common
stock in connection with his services as a director. The shares have a
value of $190,000 ($0.95 per share).
(7) Mr. Robert was issued 200,000 shares of the Company's common stock
in connection with his services as a
director. The shares have a value of $190,000 ($0.95 per share).
(8) Mr. Wilson was issued 200,000 shares of the Company's common stock
in connection with his services as a director. The shares have a value
of $190,000 ($0.95 per share).
(9) Mr. Stuart Cater, as part of his employment, has been issued an
option exercisable for 2,000,000 shares of the Company's common stock.
The option has a term of 5 years and vest over a 3 year period. The
Company is amortizing the expense of the option over a 4 year period.
Mr. Stuart Cater, in April 2007, signed an employment agreement with
the Company that provides for an annual salary of $150,000.
(10) Mr. James O'Neal, as part of his employment agreement, has been
issued an option exercisable for 2,000,000 shares of the Company's
common stock. The option has a term of 5 years and vest over a 3 year
period. The Company is amortizing the expense of the option over a 4
year period. Mr. O'Neal, in April 2007, signed an employment agreement
with the Company that provides for an annual salary of $150,000.
The Company has awarded the following options under employment
contracts:
# of Underlying Term of Option
Name Options/SARs Granted From April 1, 2007
---- -------------------- ------------------
Barent W. Cater, President & CEO 5,000,000 5 years
Stuart C. Cater, Chief Financial Officer
2,000,000 5 years
Jim O'Neal, Chief Operations Officer 2,000,000 5 years
[Section Left Intentionally Blank]
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the beneficial ownership of outstanding shares of the Company's common
stock as of September 28, 2007 on a fully diluted basis, by (a) each
person known by the Company to own beneficially 5% or more of the
outstanding shares of common stock, (b) the Company's Directors, Chief
Executive Officer and Executive Officers whose total compensation
exceeded $100,000 for the last fiscal year, and (c) all Directors and
Executive Officers of the Company as a group.
Name of Shares Total
Beneficial Owner Owned Ownership
--------------------------------------------------- ----------------- --------------
Charles T. Phillips (1) 8,598,298 15.86%
Donald W. Guggenheim 5,000,000 9.12%
Coastal Safety & Environmental Systems, LLC (2) 8,200,000 14.95%
TES Energy Development, LLC (3) 3,000,000 5.47%
Richard C. Cilento 2,700,000 4.92%
Barent W. Cater (4) 2,250,000 4.10%
Momentum Employee and Consultant Trust (5) 5,750,000 10.48%
Jackson L. Wilson 200,000 0.36%
Shortline Equity Partners, Inc.(6) 2,860,000 5.21%
Ultimate Investments Corp. (6) 765,400 1.40%
Elevation Fund, LLC (6) 10,000 0.02%
J. Paul Consulting Corp (7) 3,000,000 5.47%
Elizabeth Evans 2,531,202 4.62%
Stuart C. Cater (8) 375,000 0.68%
Jim O'Neal (9) 375,000 0.68%
Richard A. Robert 300,000 0.55%
Directors and Officers as a group 12,200,000 22.25%
(1) Shares reduced by 1,500,000 shares as a result of Purchase Options held by
Barent W. Cater and Jeffrey Ploen.
(2) Coastal Safety & Environmental Systems, LLC is beneficially owned by David
Pearce. This also includes shares owned by his wife. Mrs. Pearce is an
employee and Mr. Pearce is a principal in Coastal Safety, a consultant to
the company.
(3) TES Energy Development, LLC is owned partially by David M. Fick a director
of the Company.
(4) Includes an Option to purchase 525,000 shares from Charles T. Phillips, and
1,000,000 shares from the Company. Mr. Barent Cater also has the option to
purchase an additional 4,000,000 shares from the Company over the next
three years.
(5) The Board is trustee of this Trust, but has no ownership therein and
specifically disclaims any ownership therein.
(6) Lance Baller beneficially owns Shortline Equity Partners, Inc. and Ultimate
Investments Corp. which combined hold 3,625,400 shares, or 6.61% of the
outstanding shares and is Fund Manager for the Elevation Fund, LLC.
(7) Jeffrey Ploen, Director, beneficially owns J. Paul Consulting Corp and
together with his personal holdings, owns 3,000,000 shares or 5.93% of the
total outstanding shares. This amount includes a Purchase Option from
Charles T. Phillips for 750,000 shares.
(8) Includes an Option to purchase 375,000 shares from the Company immediately
and an Option to purchase an additional 1,625,000 shares over the next
three years.
(9) Includes an Option to purchase 375,000 shares from the Company immediately
and an Option to purchase an additional 1,625,000 shares over the next
three years.
Section 16 Beneficial Ownership Reporting Compliance. Section 16(a) of the
Exchange Act requires the Company's directors, executive officers and persons
who own more than 10% of the Company's Common Stock (collectively, "Reporting
Persons") to file with the SEC initial reports of ownership and changes in
ownership of the Company's Common Stock. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on its review of the copies of
such reports received or written representations from certain Reporting Persons
that no other reports were required, the Company believes that during its fiscal
year ended December 31, 2006, the following Reporting Persons did not file the
listed forms: Charles T. Phillips (Form 4 x 3). The Company has advised that the
delinquent forms should be filed by Mr. Phillips as soon as possible.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S
NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSAL NO. 3
INDEPENDENT PUBLIC ACCOUNTANTS
Malone & Bailey, PC, Independent Public Accountants, of Houston, Texas have
been appointed as the Certifying accountants for the period through fiscal year
2007 and shareholders are asked to ratify such appointment. Ratification of the
appointment of Malone & Bailey, PC, as the Company's independent public
accountants for the fiscal year ending December 31, 2007 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting. In the event the
stockholders do not ratify the appointment of Malone & Bailey, PC for the
forthcoming fiscal year, such appointment will be reconsidered by the Board.
Representatives of Malone & Bailey, PC are expected to be present at the Annual
Meeting to make statements if they desire to do so and such representatives are
expected to be available to respond to appropriate questions.
Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Malone & Bailey, PC as independent
accountants for the Company's year ending December 31, 2007.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.
STOCKHOLDER PROPOSALS FOR 2008 ANNUAL STOCKHOLDER'S MEETING
Proposals of stockholders intended to be included in the Company's Proxy
Statement for the 2008 Annual Meeting of Stockholders must be received by Tonga
Capital Corporation, Attn: Corporate Secretary, at, 2600 South Shore Blvd.,
Suite 100 League City, TX 77573, no later than February 28, 2008.
OTHER BUSINESS
As of the date of this proxy statement, the only business that the Board of
Directors intends to present and knows that others will present, at the Annual
Meeting is that herein above set forth. If any other matter or matters are
properly brought before the Annual Meeting, or any adjournments thereof, it is
the intention of the persons named in the accompanying form of proxy to vote the
proxy on such manners in accordance with their judgment.
By Order of the Board of Directors,
Barent W. Cater
CEO
League City, Texas
September 26, 2007
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
PROXY
TONGA CAPITAL CORPORATION
2600 South Shore Blvd., Suite 100
League City, TX 77573
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, OCTOBER 10, 2007
The undersigned hereby appoints Barent W. Cater, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Tonga Capital Corporation held of record by the
undersigned at the Annual Meeting of Shareholders to be held on October 10,
2007, at 8:00 a.m., at 2600 South Shore Blvd, Suite 100, League City, Texas
77573, and at any adjournment thereof, upon the matters described in the
accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is
hereby acknowledged, and upon any other business that may properly come before,
and matters incident to the conduct of, the meeting or any adjournment thereof.
Said person is directed to vote on the matters described in the Notice of Annual
Meeting and Proxy Statement as follows, and otherwise in their discretion upon
such other business as may properly come before, and matters incident to the
conduct of the meeting and any adjournment thereof.
1. To change the name of the Company to Momentum Biofuels, Inc. or as close
thereto as is available and to authorize the Amendment of the Articles of
Incorporation for such name change.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To elect seven (7) directors to hold office until the next annual meeting of
shareholders or until their respective successors have been elected and
qualified: (Note: Please strike through 3 names so that you are only voting for
7 of the 10 nominees.)
Nominees: [Barent W. Cater, Richard C. Cilento, Richard A. Robert, Jackson L.
Wilson, Jr., David M. Fick, Jeffrey P. Ploen, Donald Guggenheim, Richard K.
Reiling, John V. Olsen and Gregory A. Enders]
[_] FOR: nominees listed below (except as stricken to the contrary below).
Barent W. Cater Jeffrey P. Ploen
Richard C. Cilento Richard K. Reiling
Gregory A. Enders Richard A. Robert
David M. Fick John V. Olsen
Donald Guggenheim Jackson L. Wilson, Jr.
3. To appoint Malone & Bailey, PC, as the independent registered auditors for
the company for the year ensuing.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE STATED PROPOSALS.
----------------------- ----------------------------------------
# of Shares owned by Signature of Shareholder
Shareholder
----------------------------------------
Printed Name
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Signature of Joint Shareholder, if held jointly
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Printed name
Dated: __________________________, 2007
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.