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 10, 2008
MOMENTUM BIOFUELS, INC.
(Formerly Tonga Capital Corporation)
(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
(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.
Malone-Bailey, 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 10, 2008.
On November 10, 2008, the Board of the Company approved the engagement of new
auditors, Larry O'Donnell, CPA, PC, of Aurora, Colorado 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, 2007 and 2006 and
the cumulative period of January 1, 2008 through June 30, 2008 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 report by Malone-Bailey, PC for the fiscal years ended December 31,
2007 and 2006, contained an opinion which included a paragraph discussing
uncertainties related to continuation of the Company as a going concern.
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
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16 Letter regarding Change of Accountants, dated November
12, 2008*
23.1 Resignation of Malone-Bailey, PC, dated November
12, 2008
23.2 Consent of Larry O'Donnell, CPA, PC, dated November
12, 2008
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*Filed herewith
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
Gregory A. Enders, President and
Chief Executive Officer
Date: November 12, 2008
EXHIBIT 16
Malone-Bailey, P.C.
10350 Richmond Ave., Suite 800
Houston, TX 77042
Telephone: (713) 343-4200
Fax: (713) 266-1815
November 12, 2008
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Gentlemen:
We have read the statements made by Momentum BioFuels, Inc. (the "Company")
pursuant to Item 4.01(a) of Form 8-K, as part of the Form 8-K to be filed by the
Company on or about November 12, 2008 (copy attached.) We agree with the
statements concerning our firm contained in the first sentence in the first
paragraph and the third and fourth paragraphs under Item 401(a) of such Form
8-K. We have no basis to agree or disagree with the Company's other comments in
the Form 8-K.
Very Truly Yours,
/s/Malone-Bailey, PC
Malone-Bailey, PC
EXHIBIT 23.1
Resignation of Malone-Bailey, PC
November 12, 2008
Momentum BioFuels, Inc.
2600 S. Shore Blvd, Suite 100
League City, TX 77573
Dear Mr. Enders,
This is to confirm that the client-auditor relationship between Momentum
BioFuels, Inc. (Commission File Number 000-50619) and Malone-Bailey, PC has
ceased.
Sincerely,
/s/ Malone-Bailey, PC
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Malone-Bailey, PC
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
EXHIBIT 23.2
Larry O'Donnell, CPA, P.C.
2228 South Fraser Street, Unit 1
Aurora, Colorado 80014
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Re: Momentum BioFuels, Inc.
Commission File # 0000-50619
Gentlemen:
We have read and agree with the comments in Item 4 of the Form 8-K of
Momentum BioFuels, Inc. dated November 12, 2008.
/s/ Larry O'Donnell, CPA, PC
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Larry O'Donnell, CPA, PC
Aurora, Colorado