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: April 15, 2008
MOMENTUM BIOFUELS, INC.
(Formerly Tonga Capital Corporation)
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(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
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(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
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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 8 - OTHER EVENTS
ITEM 8.01 - OTHER EVENTS
Feedstock Agreements
On April 10, 2008, Momentum BioFuels, Inc. (the Registrant) entered into a set
of agreements to arrange for the financing, purchase and delivery of feedstock
to be used in the manufacturing of its biodiesel product.
The Registrant has entered into a purchase agreement with a third party foreign
supplier for of crude degummed soy oil for a 12 month supply of 12,500 metric
tons per month (150,000 metric tons per year) of the CDG Soy oil.
The Registrant has entered into an agreement with a partner, where for a set fee
they will provide financing, transportation, terminal logistics and storage of
the CDG Soy oil at its facilities. In addition, the agreement provides for them
to purchase 7,500 metric tons of the 12,500 metric tons for consumption at its
own facility while allocating 5,000 metric tons for the Registrant to process at
its 20 million gallon refinery.
The partner has agreed to act as the principal financing party in the
arrangement. As such they have required that the Registrant provide title to the
feedstock and to have the purchase agreement with the supplier jointly assigned
to them. They will charge a financing fee of 8.75% for the number of days the
Registrant uses their capital. The Registrant is required to repay the funds
after the production and sale of its biodiesel product. The Registrant has also
agreed to give them a first right of refusal on the purchase of any of its
finished B-100 product.
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
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Gregory A. Enders, President and
Chief Executive Officer
Date: April 15, 2008