FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
For registration of certain classes of securities
Pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934
Tonga Capital Corporation
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(Exact name of registrant as specified in its charter)
Colorado 84-1069035
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
116 N. Citrus Ave., Covina, California 91723
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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None Not Applicable
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[___]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[X]
Securities Act registration statement file number to which this form relates:
33-13791-D (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
The Company's Articles of Incorporation authorize the issuance of
500,000,000 (Five Hundred Million) shares of Common Stock; $.01 par value. Each
record holder of Common Stock is entitled to one vote for each share held on all
matters properly submitted to the stockholders for their vote. Cumulative voting
for the election of directors is not permitted by the Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued, the
relative interests of then existing stockholders may be diluted.
Shareholders
Each shareholder has sole investment power and sole voting power over
the shares owned by such shareholder.
No shareholder has entered into or delivered any lock up agreement or
letter agreement regarding their shares or options thereon. Under the Colorado
Business Corporation Act, no lock up agreement is required regarding the
Company's shares as it might relate to an acquisition.
Transfer Agent
The Company has engaged Mountain Share Transfer, Inc. of Broomfield,
Colorado, as its transfer agent.
Reports to Stockholders
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. In the event the Company enters into a business
combination with another company, it is the present intention of management to
continue furnishing annual reports to stockholders. The Company intends to
comply with the periodic reporting requirements of the Securities Exchange Act
of 1934 for so long as it is subject to those requirements, and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.
ITEM 2. EXHIBITS
List below all exhibits filed as part of the registration statement:
S.K. # Pages
3.1 Articles of Incorporation Incorporated by Reference
To Registration Statement
On Form S-18 #33-13791-D
3.2 Bylaws Incorporated by Reference
To Registration Statement
On Form S-18 #33-13791-D
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: March 3, 2004 Tonga Capital Corporation
By:/s/Roger K. Juhnke
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Roger K. Juhnke, President