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: October 9, 2007
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
incorporation) Number) Identification Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
--------------
Registrant's telephone number, including area code
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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS.
Director Appointments/Resignations
- ----------------------------------
On October 10, 2007, Tonga Capital Corporation (the Company) held its Annual
Shareholders' Meeting. Among the business conducted at the meeting was the
election of the Company's Board of Directors. Messers, Richard C. Cilento,
Richard A. Robert, Jeffrey P. Ploen, David M. Fick, John V. Olsen, Richard K.
Reiling and Gregory A. Enders were elected as directors. Barent W. Cate, the
Chief Executive Officer of the Company, was not elected to the Board of
Directors. Jackson Wilson and Donald Guggenheim were not elected to the Board of
Directors. All directors were elected to serve a one-year term. The biographies
of the directors are as follows:
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.
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.
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.
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.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
As part of the Annual Shareholders' Meeting, the Company's Shareholders have
voted to change the Company's name from "Tonga Capital Corporation" to
"Momentum Biofuels, Inc."
The Articles of Incorporation have been amended effective October 22, 2007
changing the name to Momentum Biofuels, Inc.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
As part of the Annual Shareholders' Meeting, the Auditors, Malone & Bailey, were
confirmed as Auditors.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
a) Financial Statements - Not Applicable
b) Pro Forma Financial Statements - Not Applicable
c) Exhibits - 3.1 Articles of Amendment
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.
TONGA CAPITAL CORPORATION
By: /s/ Stuart C. Cater
-------------------
Stuart C. Cater, Chief
Financial Officer
Date: October 16, 2007