SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report August 3, 2005
TONGA CAPITAL CORPORATION
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(Exact name of registrant as specified in its chapter)
COLORADO 000-50619 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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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 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
Michael Johnson & Co., LLC, formerly auditors for the
Company, was dismissed as auditor on June 1, 2005. Jaspers +
Hall, PC were engaged as auditors for Company on June 1, 2005.
The Change of Accountants 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 the two most recent fiscal years
and through the date of termination of the accountants, no
disagreements exist with any former accountant on any matter of
accounting principles or practices, financial statement
disclosure, 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 his
report to the subject of the disagreement(s).
The audit report by Michael Johnson & Co., LLC.for the period
ended December 31, 2004 and December 31, 2003 , contained an
opinion which included a paragraph discussing uncertainties
related to continuation of the Registrant as a going concern.
Otherwise, the audit report by Michael Johnson & Co., LLC for the
period December 31, 2004 and December 31, 2003, did not contain
an adverse opinion or disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting
principles.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
16.1 Resignation of Auditor
23.1 Consent of Michael Johnson & Co., LLC
23.2 Consent of Jaspers + Hall, PC
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 thereunto duly authorized.
Date: August 24, 2005 TONGA CAPITAL CORP.
By: /s/ Jeffrey Ploen
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Jeffrey Ploen, President