SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period ended: June 30, 2006


                        Commission file number 33-13791-D

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

         Colorado                             84-1069035
         --------                             ----------
(State   or other jurisdiction of           (I.R.S. Employer
incorporation or organization)               Identification No.)

3027 Marina Bay Dr., Suite 105, League City, TX 77573
- ---------------------------------------------------
(Address of principal executive offices)     (Postal Code)


        Registrant's telephone number, including area code (281) 334-5161
                                                           --------------
Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  X  No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). X Yes  __ No

As of June 30, 2006, 47,127,539 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>



                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements  have been prepared by Tonga Capital  Corporation
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include  all  of the  adjustments  which,  in the  opinion  of  management,  are
necessary  to  a  fair  presentation  of  financial   position  and  results  of
operations.  All such  adjustments are of a normal and recurring  nature.  These
financial  statements  should be read in conjunction with the audited  financial
statements at December 31, 2005, included in the Company's Form 10-KSB.


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Tonga Capital Corporation
Denver, CO


We have reviewed the  accompanying  consolidated  balance sheet of Tonga Capital
Corporation  as of June 30,  2006,  and the related  consolidated  statement  of
operations for the three-month and six-month  period ended June 30, 2006, and of
stockholders' equity and cash flows for the six-month period ended June30, 2006.
These financial statements are the responsibility of the Company's management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board (United  States).  The review of interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the  objective  of  which  is  the  expression  of  an  opinion   regarding  the
consolidated  financial  statements  taken  as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern  unless it is able to generate  sufficient  cash flows to meet its
obligations  and sustain its  operation.  Management's  plans in regard to these
matters are  described in Note 2. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.



Jaspers + Hall, PC
Denver, CO
August 21, 2006
/s/Jaspers + Hall, PC



<PAGE>
<TABLE>
<CAPTION>



                               TONGA CAPITAL CORP
                          Consolidated Balance Sheets
<S>                                                                         <C>                       <C>

                                                                               Unaudited                  Audited
                                                                                June 30,                December 31,
                                                                                  2006                      2005
                                                                            -----------------         -----------------
ASSETS:

Current assets:

   Cash                                                                            $ 288,769                       $ -
   Prepaid expenses                                                                    7,250                         -
                                                                            -----------------         -----------------

Total current assets                                                                 296,019                         -
                                                                            -----------------         -----------------

Fixed assets:

   Office equipment                                                                    1,507                         -
   Plant equipment                                                                    78,250                         -
                                                                            -----------------         -----------------

Total fixed assets                                                                    79,757                         -
                                                                            -----------------         -----------------

Other assets:
   Goodwill                                                                          245,149                         -
   Security deposit                                                                   17,858                         -
                                                                            -----------------         -----------------

Total other assets                                                                   263,007                         -
                                                                            -----------------         -----------------

TOTAL ASSETS                                                                       $ 638,783                       $ -
                                                                            =================         =================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:

     Accounts payable                                                                $ 1,249                   $ 1,249
     Accrued interest                                                                  1,568                         -
    Convertible note payble                                                          250,000                         -
    Notes payable                                                                    250,000                         -
                                                                            -----------------         -----------------

Total Current Liabilities                                                            502,817                     1,249
                                                                            -----------------         -----------------

Stockholders' Equity:
Common Stock, $.01 par value; 500,000,000 shares
   authorized, 47,127,539 shares issued and outstanding                              471,275                   243,900
Additional Paid-In Capital                                                          (227,375)                  766,760
Deficit accumulated during the exploratory stage                                    (107,934)               (1,011,909)
                                                                            -----------------         -----------------
Total Stockholders' Deficit                                                          135,966                    (1,249)
                                                                            -----------------         -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 638,783                       $ -
                                                                            =================         =================

See Accountants' Review Report

</TABLE>


<PAGE>
<TABLE>
<CAPTION>





 TONGA CAPITAL CORPORATION
                     Consolidated Statements of Operations

                                  (Unaudited)
<S>                                                 <C>               <C>                <C>              <C>




                                                         Three-Months Ended                    Six-Months Ended
                                                      June 30,                             June 30,
                                                    ------------------------------       ------------------------------
                                                        2006             2005                2006             2005
                                                    -------------     ------------       -------------    -------------
Revenue:                                                     $ -              $ -                 $ -              $ -
                                                    -------------     ------------       -------------    -------------
Expenses:
   Plant expenses                                          7,250                                7,250
   General and Administrative                             62,399                -              62,399                -
                                                    -------------     ------------       -------------    -------------
Total Expenses                                            69,649                -              69,649                -
                                                    -------------     ------------       -------------    -------------
Other Income/Loss
   Interest income                                           283                                  283
   Interest expense                                       (1,568)                              (1,568)
   Offering expenses                                     (37,000)               -             (37,000)               -
                                                    -------------     ------------       -------------    -----------
Total Other Income/Expense                               (38,285)               -             (38,285)               -
                                                    -------------     ------------       -------------    -------------

Net (Loss)                                             $(107,934)             $ -           $(107,934)             $ -
                                                    =============     ============       =============    =============
Per Share Information:
   Weighted average number of
     common shares outstanding                        40,835,369       24,390,039          32,658,133       24,390,039
                                                    -------------     ------------       -------------    -------------
Net Profit (Loss) per Common Share                    $ (0.003)           $ -             $ (0.003)          $ -
                                                     ==========           ===             =========          ====
See Accountants' Review Report
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                            TONGA CAPITAL CORPORATION
                      Consolidated Statements of Cash Flow

                                  (Unaudited)

<S>                                                                               <C>                 <C>


                                                                                          Six-Months Ended
                                                                                              June 30,
                                                                                  ---------------------------------
                                                                                      2006                2004
                                                                                  --------------      -------------
Cash Flows from Operating Activities:
Net (Loss)                                                                            $(107,934)         $(284,825)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Increase (Decrease) in Accounts Payable and Accrued Expenses                               -            (70,900)
   Increase in Accrued Interest                                                           1,568                  -
   (Increase) in Security Deposit                                                       (17,858)                 -
   (Increase) in Prepaid Expenses                                                        (7,250)           (52,900)
                                                                                  --------------      -------------
Net Cash Provided by Operating Activiites                                              (131,474)          (408,625)

Cash Flows from Investing Activities:
   Write-off of Asset                                                                         -             33,625
   Acquisition of fixed assets                                                          (79,757)                 -
                                                                                  --------------      -------------
Net Cash Provided by Investing Activities                                               (79,757)            33,625
                                                                                  --------------      -------------
Cash Flows from Financing Activities:
    Proceeds from Notes Payable                                                         250,000
    Proceeds from Convertible Notes Payable                                             250,000
    Stock issued for cash                                                                     -            375,000
                                                                                  --------------      -------------
Net Cash Used for Financing Activities                                                  500,000            375,000
                                                                                  --------------      -------------
Net Increase (Decrease) in Cash                                                         288,769                  -
                                                                                  --------------      -------------
Cash and cash equivalents - Beginning of period                                               -                  -
                                                                                  --------------      -------------
Cash and cash equivalents - End of period                                             $ 288,769                $ -
                                                                                  ==============      ============

Supplemental Disclosure of Cash Flow Information
   Cash Paid During the Year for:
      Interest                                                                              $ -                $ -
                                                                                  ==============      =============
      Income Taxes                                                                          $ -                $ -
                                                                                  ==============      =============
See Accountants' Review Report
</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                            TONGA CAPTIAL CORPORATION
            Consolidated Statement of Stockholders' Equity (Deficit)
                                  June 30, 2006

                                  (Unaudited)


<S>                                         <C>            <C>             <C>             <C>               <C>             <C>



                                                                           Additional
                                                   Common Stock              Paid-In        Treasury Stock     Accumulated
                                             # of Shares     Amount          Capital        # of Shares        Deficit       Totals
                                            ---------------------------    ------------    --------------    ------------  ---------
Balance - December 31, 2005                           -            $ -             $ -               $ -             $ -        $ -
                                            ------------   ------------    ------------    --------------    ------------  ---------
Reorganization of TCC                        24,377,539        243,775             125                 -               -    243,900
Stocks cancelled prior to merger            (16,525,000)      (165,250)        165,250                 -               -          -
Stocked issued for Merger                    39,275,000        392,750        (392,750)                -               -          -
Net Loss for Period                                   -              -               -                 -        (107,934)  (107,934)
                                            ------------   ------------    ------------    --------------    ------------ ----------
Balance - June 30, 2006                      47,127,539      $ 471,275      $ (227,375)                -      $ (107,934)  $135,966
                                            ============   ============    ============    ==============    ============  =========

See Accountants' Review Report

</TABLE>


<PAGE>



                            TONGA CAPITAL CORPORATION
                   Consolidated Notes to Financial Statements
                                  June 30, 2006
                                   (Unaudited)





Note 1 - Organization:

The Company was incorporated on January 29, 1987, in the state of Colorado.  The
Company was organized to operate any type of lawful business as the officers and
directors of the Registrant  could, in their absolute  discretion,  determine On
May  31,  2006  Tonga  Capital  Corporation  signed  an  Agreement  and  Plan of
Reorganization with Momentum Biofuels,  Inc. (a Texas  Corporation).  The merger
was between the parent and the subsidiary Company and the parent company was not
the surviving  Company.  The  shareholders  of Momentum  Biofuels,  Inc. were to
receive  39,275,000  shares  of common  stock of Tonga  Capital  Corporation  in
exchange for  39,275,000  shares of Momentum  Biofuels and become a wholly owned
subsidiary  of Tonga  Capital  Corporation.  The  Company's  fiscal  year end is
December 31.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.  The current liabilities exceed
the current assets by $206,798 and have an accumulated deficit of $107,934.

The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop  additional
sources  of  capital  or  locate  a merger  candidate  and  ultimately,  achieve
profitable operations.  The accompanying financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  these   uncertainties.
Management is seeking new capital to revitalize the Company.

Note 3 - Capital Stock:

The Company's  Board of Directors has  authorized  500,000,000  shares of common
stock to be issued.  In June 2006 several  share  holders  surrended  16,537,500
shares of stock to be cancelled. In June 2006, as part of the Agreement and Plan
of  Reorganization,  as amended,  the Company issued 39,275,000 shares of common
stock to the shareholders of Momentum Biofuels,  Inc. in exchange for 39,275,000
shares of Momentum Biofuels, Inc. common stock.

<PAGE>



                            TONGA CAPITAL CORPORATION
                   Consolidated Notes to Financial Statements
                                  June 30, 2006
                                   (Unaudited)


Note 4 - Subsequent Event:

 On June 12,  2006 the Board of  Directors  authorized  the  issuance of 100,000
warrants  exercisable  at the  offering  price of  shares  under  the terms of a
Private Placement. As of June 30, 2006, the Private Placement has not been taken
place.


<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- - ------------------------------------------------------------------


Cautionary and Forward Looking Statements

In  addition  to  statements  of  historical  fact,  this Form  10-QSB  contains
forward-looking  statements. The presentation of future aspects of Tonga Capital
Corporation  ("Tonga Capital  Corporation,"  the "Company" or "issuer") found in
these  statements is subject to a number of risks and  uncertainties  that could
cause  actual  results  to  differ  materially  from  those  reflected  in  such
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which reflect management's analysis only as of the
date hereof.  Without  limiting the generality of the  foregoing,  words such as
"may," "will," "expect,"  "believe,"  "anticipate,"  "intend," or "could" or the
negative  variations thereof or comparable  terminology are intended to identify
forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Tonga Capital  Corporation's  actual results to
be materially  different from any future  results  expressed or implied by Tonga
Capital  Corporation  in those  statements.  Important  facts that could prevent
Tonga Capital  Corporation from achieving any stated goals include,  but are not
limited to, the following:

         Some of these risks might include, but are not limited to, the
following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate capital to continue or expand its busi-
                           ness, inability to raise additional capital or financ
                           -ing to implement its business plans;

                  (e)      failure to commercialize its technology or to make
                           sales;

                  (f)      rapid and significant changes in markets;

                  (g)      litigation with or legal claims and allegations by
                           outside parties;

                  (h)      insufficient revenues to cover operating costs.




<PAGE>

         There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2005 and any Current Reports on Form 8-K filed by the
Company.


Item 2. Management's Discussion and Analysis or Plan of Operation.
- - ------------------------------------------------------------------

CHANGES IN FINANCIAL CONDITIONS.

The Company entered into a Plan and Agreement of Reorganization on May 31, 2006,
whereby it has  acquired  100% of  Momentum  Biofuels,  Inc.  as a wholly  owned
subsidiary.  It has completed the acquisition of Momentum  Biofuels,  Inc. Tonga
Capital  Corp.  intends to change its name to Momentum  Biofuels,  Inc.  after a
shareholder  meeting. The new updated business plan of Tonga Capital Corp. is as
follows:

Momentum Biofuels,  Inc. is a Texas corporation,  which will operate as a wholly
owned  subsidiary,  whose  business  purpose  is  to  manufacture  high  quality
biodiesel  fuel for sale to local  distributors,  jobbers,  and  state and local
government  fleets.  Biodiesel is a domestic,  renewable  fuel for use in diesel
engines that is derived  from  vegetable  oils,  such as soybean or mustard seed
oil,  and can be blended  with  petroleum-based  diesel fuel for use in existing
diesel  engines.  Such blends are  typically  2%, 5% or 20%  biodiesel  with the
balance  being  petroleum  diesel  and  are  identified  as B-2,  B-5 and  B-20,
respectively.

The principals of Momentum Biofuels,  Inc. have been involved in the development
of processes for the production of biodiesel from "yellow  grease"  (grease trap
grease) and RBD soy oil (refined,  bleached and deodorized) for over four years.
Most recent  involvement  has included the production and sale of biodiesel on a
continuous  basis for over a year.  Momentum  intends  to use the  latest of the
processes to produce more than 20,000,000 gallons of biodiesel per year.

     a) The Company has issued 2 Promissory  Notes, each for $250,000 for bridge
financing, and has received $500,000. The notes are due on demand.

     b) In  conjunction  with the  Plan and  Agreement  of  Reorganization,  the
Company has issued a Promissory  Note for $400,000 at no interest  payable in 90
days - which note effected the  retirement  to treasury of 15,274,600  shares of
common stock.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had  $288,769  cash  capital at the end of the period and  current
liabilities  of $512,817.  The Company will need to either  borrow money or make
private placements of stock in order to fund operations.  No assurance exists as
to the ability to achieve loans or make private placements of stock.

Results of  Operations  for the  Quarter  Ended June 30,  2006  compared to same
period in 2005.
----------------------------------------------------------------------------

The  Company had no revenue for the  period.  The Company  incurred  $107,934 in
general  and  administrative  expenses  in the  period in 2006 and none in 2005.
Expenses in 2006 were in relation to the Plan and  Agreement  of  Reorganization
with  Momentum  Bio Fuiels,  Inc. The Company had loss in the quarter in 2006 of
($107,934)  compared to no loss on  operations  for the period in 2005.  The net
loss per  share was  ($.003)  in the  quarter  in 2006  compared  to none in the
quarter in 2005.

<PAGE>

Results of Operations for Six Month Period Ended June 30, 2006 compared to same
period in 2005.
--------------------------------------------------------------------------------

The  Company had no revenue for the  period.  The Company  incurred  $107,934 in
general  and  administrative  expenses  in the  period in 2006 and none in 2005.
Expenses in 2006 were in relation to the Plan and  Agreement  of  Reorganization
with  Momentum  Bio Fuiels,  Inc. The Company had loss in the quarter in 2006 of
($107,934)  compared to no loss on  operations  for the period in 2005.  The net
loss per  share was  ($.003)  in the  quarter  in 2006  compared  to none in the
quarter in 2005.


Liquidity  and Capital  Resources.
----------------------------------

At June 30, 2006,  the Company had $288,769 in cash and $115,000 in other assets
with which to conduct  operations.  There can be no  assurance  that the Company
will be able to carry  out its a  business  plan.  Due to lack of  revenues  the
Company is unable to predict  the  period for which it can  conduct  operations.
Accordingly,  the Company will need to seek additional  financing through loans,
the sale and issuance of  additional  debt and/or  equity  securities,  or other
financing  arrangements.  Management  of the Company have advised that they will
pay  certain  costs and  expenses of the Company  from their  personal  funds as
interest free loans in order to facilitate development of the Company's business
plan.  Management  believes that the Company has inadequate  working  capital to
pursue  any  operations  at  this  time;  however,  loans  to the  Company  from
management may  facilitate  development of a business plan. The Company does not
intend  to  pay  dividends  in the  foreseeable  future.  As of  the  end of the
reporting period,  the Company had no material cash or cash  equivalents.  There
was no significant change in working capital during this quarter.

NEED FOR ADDITIONAL FINANCING

     The  Company  has  capital  sufficient  to meet the  Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities  Exchange  Act of 1934.  The Company  will have to seek loans or
equity  placements  to cover  operationsl  cash  needs.  There is no  assurance,
however,  that without  adequate funds it will  ultimately  allow  registrant to
carry out its new business.

The Company will need to raise  additional funds to conduct its planned business
activities in the next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.


<PAGE>


     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the  Company to  continue as a "going  concern."  The  Company has no  business,
limited capital, no cash, nominal other assets, and no capital commitments.  The
effects of such conditions could easily be to cause the Company's bankruptcy.

     Management  hopes to develop  its  business  plan and will need to seek and
obtain funding,  via loans or private placements of stock, for operations and to
provide  working  capital.  Management  has plans to seek capital in the form of
loans or stock private placements in the next quarter.

ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's  disclosure  controls and procedures as of the end of the period of the
report  June 30, 2006  and  have  concluded  that the  disclosure  controls
internal  controls and  procedures  are adequate and effective  based upon their
evaluation as of the evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There  were no changes  in the small  business  issuers  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers internal control over financial reporting.

<PAGE>



PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
- - --------------------------

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
- - ------------------------------

         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
- - ----------------------------------------

         (Not applicable)

Item 4. Submission of Matters to a Vote of Security Holders.
- - ------------------------------------------------------------

         (Not applicable)

Item 5. Other Information.
- - --------------------------

         (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
- - -----------------------------------------

         (a) Exhibits

          32    Sarbanes-Oxley Certification
          33    Sarbanes-Oxley Certification

         (b) Reports on Form 8-K

         8K12g3 - filed June 5, 2006
         8K12g3A - filed July 18, 2006




<PAGE>


                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     TONGA CAPITAL, INC.


Date: August __, 2006
                                              By: /s/ Charles T. Phillips
                                                  ---------------------------
                                                  Charles T. Phillips, President