SEC Info - Momentum Biofuels, Inc. - ‘SC 14F1’ on 5/3/07 re: Momentum Biofuels, Inc.

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Momentum Biofuels, Inc. – ‘SC 14F1’ on 5/3/07 re: Momentum Biofuels, Inc.

On: Thursday, 5/3/07, at 4:21pm ET · Accession #: 1072588-7-179 · File #: 5-39837

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/03/07  Momentum Biofuels, Inc.           SC 14F1                1:23K  Momentum Biofuels, Inc.           Ball Jodie L/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          8     36K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Experience
1	1st Page - Filing Submission
2	Business Experience

SC 14F1 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 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

 Date of Report April 30, 2007

 TONGA CAPITAL CORPORATION
 ---------------------------------------------
(Exact name of registrant as specified in its chapter)

          COLORADO               000-50619                    84-1069035
         ----------------       -----------------             ----------------
(State or other jurisdiction) (Commission File Number)       (IRS Employer    
                                                              Identification No)

2600 S. Shore Blvd, Suite 100, League City, TX 77573
 - ---------------------------------------------------
(Address of principal executive offices) (Postal Code)

 Registrant's telephone number, including area code (281) 334-5161

INFORMATION  STATEMENT PURSUANT TO SECTION 14 (F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14(F)-1 THEREUNDER                                             

     We are furnishing this Information  Statement to all of our shareholders of
record at the close of business on April 30, 2007 of our common stock, $0.01 par
value.  This notice is required by Section 14(f) of the Securities  Exchange Act
of 1934 (the  "Exchange  Act") and Rule  14f-1 of the  Securities  and  Exchange
Commission ("SEC").                                                             

     You are  receiving  this  Information  Statement  in  connection  with  the
appointment of persons designated by Jeffrey P. Ploen, Director, to seats on the
Board of  Directors  of the Company (the  "Board")  concurrent  with a change of
control.  Charles Phillips  formerly  controlled a total of 27,573,298 shares or
55% through his personal ownership and beneficially  through control of Momentum
Employees and Consultant  Trust and Momentum  Directors  Trust. Mr. Phillips has
sold privately or transferred from the Momentum Employees and Consultant Trust a
total of 13,400,000 shares to individuals,  and has relinquished  control of the
Momentum  Employees and Consultant Trust and the Momentum  Directors Trust which
control 6,350,000 shares collectively.  His share position is now only 8,823,298
common  shares  or 17.45%  of the  outstanding  shares.  Mr.  Phillips  has also
resigned as an Officer and Director of the  Company.  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.                                        

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 VOTING SECURITIES

     As of the date of this Information Statement,  our authorized capital stock
consisted of  500,000,000  shares of Common  Stock,  $0.01 par value,  of which,
50,552,256 shares are issued and outstanding as of April 30, 2007. 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.                             

                                                        [Enlarge/Download Table]

                                                                                            

NAME                                     AGE                  POSITION                      
-----------------------------------------------------------------------------------------   
Barent W. Cater                          53                 President & CEO                 
-----------------------------------------------------------------------------------------   
Stuart C. Cater                          50                 CFO/Secretary/Treasurer         
------------------------------------------------------------------------------------------- 
Jim O'Neal                               60                 Chief Operations Officer        
------------------------------------------------------------------------------------------- 
Jeffrey P. Ploen                         56                 Director                        
 ------------------------------------------------------------------------------------------ 

Nominees for new director positions                                                         
------------------------------------------------------------------------------------------- 
Richard A. Robert                        41                 Director (Nominee)              
------------------------------------------------------------------------------------------- 
Barent W. Cater                          53                 Director  and Chairman (Nominee)
------------------------------------------------------------------------------------------- 
Richard C. Cilento                       45                 Director (Nominee)              
------------------------------------------------------------------------------------------- 
Jackson L. Wilson                        59                 Director (Nominee)              


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                                                             

BARENT W. CATER - President and Chief Executive Officer,  (Director and Chairman
Nominee), Age 53                                                                

Mr.  Cater will serve as  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,  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.  

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JEFFREY P. PLOEN - Director,  Age 56                                            

Mr. Ploen has served as a director of the Company  since October  2006.  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.                                        

RICHARD C. CILENTO - (Director Nominee), Age 45                                 

Mr.  Cilento  will serve as a director of the  Company.  Rich is 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.
Rich brought a broad scope of experience in technology,  operations and business
development to his role as President and Chief  Executive  Officer of FuelQuest.
Rich 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, Rich was Vice President
of Corporate Services for XLConnect Solutions,  where he served as the company's
lead technologist for advanced systems and managed the organization  through its
Initial  Public  Offering  and its  eventual  merger with Xerox,  forming  Xerox
Connect  Solutions.  Rich 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 - (Director Nominee), Age 41                                  

Mr. Robert will serve 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 Nami Holding Company, LLC which is
a  privately  owned  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
("Massey")  which is the fourth largest coal company in the United  States.  Mr.
Robert led the  successful  negotiations  of $487 million in new  financing  for
Massey.  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 a multibillion-dollar 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 hired as the first employee of the company and helped
the  company  grow from  infancy  to  approximately  $1 billion in sales and 330
employees in Canada and the United States. He participated in the merger between
Midcoast and Enbridge that resulted in shareholder value equaling a 400% premium
to the company's  initial public  offering five years earlier.  Midcoast  raised
$128 million in four common equity  offerings.  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 and graduated with a 4.0
GPA.                                                                            

3 

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JACKSON L. WILSON, JR. - (Director Nominee), Age 59                             

Mr.  Wilson will serve 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.                                                                         

STUART C. CATER, CPA - Chief Financial Officer, Age 50                          

Mr. Cater began his professional career in public accounting with both Ernst and
Young and Arthur Andersen.  During this part of his career he provided  Taxation
and  Business  Consulting  services to his  clients.  Mr.  Cater then moved into
private  industry  and has held  management  positions  with both  start-up  and
publicly traded companies in the finance and information  technology  areas. Mr.
Cater  holds  a  B.S.  in  Economics  from  S.U.N.Y.  at  Oneonta  and an MBA in
Accounting from Texas A&M University. He is a member of the AICPA, Texas Society
of CPA's and the Houston Chapter of CPA's.                                      

JIM O'NEAL - Chief Operations Officer, Age 60                                   

Mr. O'Neal is a senior level executive with experience  across a broad landscape
including  logistics,  transportation,  energy,  consulting,  manufacturing  and
aerospace.  He has held positions with Dynegy,  Chevron, Gulf Oil, and NASA. His
operational experience includes Director of Inland/Marine operations with Dynegy
where he managed  transportation,  terminals,  marine operations,  pipelines and
distribution of all gas liquids for the $2 billion energy  company.  He also was
Area/Division  Manager for Warren Petroleum where his responsibilities  included
managing terminal,  marine and rail fleets for the distribution of product.  Mr.
O'Neal  holds a B.S. in  Mechanical  Engineering  and an MBA in Finance from the
University  of  Arkansas  and is a  registered  member of the  Society  of Naval
Architects and Marine Engineers.                                                

Employment  agreements  have been  executed  between  the  Company and Barent W.
Cater, Jim O'Neal and Stuart C. Cater.                                          

Mr. Barent W. Cater and Mr. Stuart C. Cater are brothers.                       

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 shareholders 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.               

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  nominating  committee.
Because we do not have such a committee,  our full Board  performs the functions
of this committee.  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
relationships,  if any, with us, including whether the director nominee would be
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 shareholders.                                              

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Shareholder Communication with the Board                                        

         Shareholders may send  communications to our Board by writing to: Tonga
Capital  Corporation,  2600 South Shore Blvd., Suite 100, 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 for the years ended  December 31, 2006,  2005 and
2004, respectively.                                                             

                                                        [Enlarge/Download Table]


                                               SUMMARY COMPENSATION TABLE(1)                                             
                                               -----------------------------                                             

                                  ANNUAL COMPENSATION                             LONG TERM COMPENSATION                 
                                  -------------------                             ----------------------                 

                                                                             AWARDS                      PAYOUTS         
                                                                             ------                      -------         
                                                                                                                         

                                                          OTHER                    SECURITIES                            
                                                          ANNUAL       RESTRICTED  UNDERLYING        LTIP       ALL OTHER
NAME & PRINCIPAL                  SALARY       BONUS     COMPENSA-      STOCK       OPTIONS/       PAYOUTS      COMPENSA-
POSITION                    YEAR   ($)          ($)        TION        AWARDS ($)    SARS (#)        ($)           TION  

Charles T. Phillips,        2006  $60,000       $ -0-     $ 80,000           $ -0-       -0-         $ -0-         $ -0- 
Ex-President & CEO (2,4,5)  2005  $   -0-       $ -0-     $    -0-           $ -0-       -0-         $ -0-         $ -0- 
                            2004  $   -0-       $ -0-     $    -0-           $ -0-       -0-         $ -0-         $ -0- 

Robert Degetyr,             2006  $   -0-       $ -0-     $  4,900           $ -0-       -0-         $ -0-         $ -0- 
Chief Financial Officer (3) 2005  $   -0-       $ -0-     $    -0-           $ -0-       -0-         $ -0-         $ -0- 
                            2004  $   -0-       $ -0-     $    -0-             -0-       -0-         $ -0-         $ -0- 

(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 March 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)  Does not include  3,098,289 shares as of December 31, 2006 that are held by
     the Momentum  Employees and Consultants  Trust and the Momentum  Director's
Trust, of which Mr. Phillips served as a trustee.                     

(5)  Consulting fees paid to Mr. Phillips.                                      

Messrs. Barent W. Cater, Stuart C. Cater and Jim O'Neal, the current officers of
the Company,  executed employment  agreements with the Company in April of 2007,
which provide for each individual to receive an annual salary of $100,000.      

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The Company has adopted a stock option plan. The options  granted by the Company
under the stock option plan are as follows:                                     

                                                                [Download Table]

                                                                              

                                            # of Underlying                   
                  Name                    Options/SARs Granted  Term of Option
                  ----                    --------------------  --------------
Barent W. Cater, President & CEO               5,000,000           3 years    
Stuart C. Cater, Chief Financial Officer       2,000,000           3 years    
Jim O'Neal, Chief Operations Officer           2,000,000           3 years    


Compensation of Directors                                                       

Our  directors  do  not  receive  any  compensation  pursuant  to  any  standard
arrangement for their services as directors.                                    

 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 April 16,
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.                               

                                                                [Download Table]

                                                                 

               Name of Shares Total                              
                Beneficial Owner             Owned      Ownership
                ----------------             -----      ---------

Charles T. Phillips (1)                      8,823,298   17.45%  
Donald W. Guggenheim                         5,000,000    9.89%  
Coastal Safety & Environmental Systems, LLC  8,100,000   16.02%  
Richard C. Cilento                           2,500,000    4.95%  
Barent W. Cater (2)                          2,250,000    4.45%  
Momentum Employee and Consultant Trust (3)   5,750,000   11.37%  
Momentum Director Trust (4)                    600,000    1.19%  
Shortline Equity Partners, Inc.(5)           2,860,000    5.66%  
Ultimate Investments Corp. (5)                 765,400    1.51%  
Elevation Fund, LLC (5)                         10,000    0.02%  
J. Paul Consulting Corp (6)                  3,000,000    5.93%  
Elizabeth Evans                              2,531,202    5.01%  
Stuart C. Cater (7)                            375,000    0.74%  
Jim O'Neal (8)                                 375,000    0.74%  
Richard A.  Robert                             100,000    0.20%  
Officers & Directors as a group              8,600,000   17.01%  


(1)  Shares reduced by 1,500,000  shares as a result of Purchase Options held by
Barent W. Cater and Jeffrey Ploen                                     

(2)  Includes an Option to Purchase  750,000 shares from Charles T. Phillips and
     1,000,000  shares  from the  Company.  Mr.  Cater  also has the  option  to
     purchase an  additional  4,000,000  shares  from the Company  over the next
three years                                                           

(3)  Richard C. Cilento is trustee of this Trust,  but has no ownership  therein
and specifically disclaims any ownership therein                      

(4)  Mr.  Cater is trustee of this  Trust,  but has no  ownership  therein,  and
specifically disclaims any ownership therein                          

(5)  Lance Baller beneficially owns Shortline Equity Partners, Inc. and Ultimate
     Investments  Corp. which combined,  hold 3,625,400  shares, or 7.17% of the
outstanding shares and is Fund Manager for the Elevation Fund, LLC    

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(6)  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                                

(7)  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                                                           

(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                                                           

7 

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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                                                       
(Registrant)                                                                    

By: /s/ Barent W. Cater                                                         

---------------------------------                                               
Barent W. Cater                                                                 
President & CEO                                                                 

Date:  April 30, 2007                                                           

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

Filed on:	5/3/07			8-K
	4/30/07	1	8
	4/16/07	6		10KSB
	12/31/06	5		10KSB, NT 10-K
	12/31/05	5		10KSB
	12/31/04	5		10KSB
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Filing Submission 0001072588-07-000179 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Momentum Biofuels, Inc. – ‘SC 14F1’ on 5/3/07 re: Momentum Biofuels, Inc.

On: Thursday, 5/3/07, at 4:21pm ET · Accession #: 1072588-7-179 · File #: 5-39837

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Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
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