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 January 19, 2007
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)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (281) 334-5161
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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 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
Jaspers + Hall, PC, formerly auditors for the Company, was
dismissed as auditors on December 17, 2006. Malone & Bailey, PC
were engaged as auditors for Company on December 18, 2006. The
principal business operation of the company are now located in
Houston TX where Malone & Bailey, PC is located, while the
offfices of Jaspers + Hall are located in Denver, CO
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 Jaspers + Hall, PC for the period ended
December 31, 2005 and December 31, 2004 , contained an opinion
which included a paragraph discussing uncertainties related to
continuation of the Registrant as a going concern. Otherwise, the
audit report by Jaspers + Hall, PC for the period December 31,
2005 and December 31, 2004, 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 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
16.1 Resignation of Auditor
23.1 Consent of Jaspers + Hall, PC
23.2 Consent of Malone & Bailey, 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: January 30, 2007 TONGA CAPITAL CORP.
By: /s/ Charles T. Phillips
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Charles T. Phillips, President