SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report July 8, 2002
TONGA CAPITAL CORPORATION
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(Exact name of registrant as specified in its chapter)
COLORADO 33-13791-D 84-1069035
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
of incorporation)
6590 E. Lake Pl., Centennial, CO 80111
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (303) 570-6093
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 24, 2004, the Company accepted a subscription for 21,000,000
restricted common shares for $375,000 n a private placement from accredited
investors, J. Paul Consulting, Corp. and Ultimate Investment Corp., jointly.
The Company has issued the shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS REGULATION FD DISCLOSURE
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS
Roger Juhnke has resigned as President effecive immediately. He also
has tendered his resignation as Director, to be effective upon compliance with
Section 14f of the Securities Exchange Act.
Jeff Ploen has been appointed as President and a director of Tonga
Capital Corp. efective immediately.
Jeffrey Ploen was employed as a registered representative with a
number of secuities firms from 1972 to 1994. Since 1995 he has been President
of J. Paul Consulting corp., an investor relations firm specializing in small
cap public companies. He has also been the Finance Director for Navidec Corp.
since 2003. Mr. Ploen will devote such time as is necessary to the Company
operations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements
None.
Exhibits
10.1 - Share Purchase Agreement
ITEM 8. CHANGE IN FISCAL YEAR
ITEM 9. REGULATION FD DISCLOSURE
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION
OF THE CODE OF ETHICS.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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 CORP.
(Registrant)
By: /s/ Jeffrey Ploen
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Date: June 25, 2004 Jeffrey Ploen,
President & Director