UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 30, 2007
TONGA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-50619
- ------------------------------------- ----------------------
(State or other jurisdiction of (Commission File
incorporation) Number)
84-1069035
---------------------------------
(IRS Employer Identification
Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
(Address of Principal Executive Offices) (Zip Code)
(281)334-5161
Registrant's telephone number, including area code
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 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On March 28, 2007, management of Tonga Capital Corporation (the
"Company"), in finalizing the audit of the Company's financial statements for
the year ended December 31, 2006 and in consultation with Malone & Bailey, the
Company's independent registered public accounting firm, determined that a
restatement of the Company's financial statements at and for quarterly periods
ended June 30, 2006 and September 30, 2006 is required. The Company will be
including the effects of these restatements in its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2006.
Reverse Merger Accounting
On June 30, 2006, the Company acquired 100% of the issued and
outstanding common stock of Momentum Biofuels, Inc. as reported in the Current
Report on Form 8K 12g3 filed with the Securities and Exchange Commission (SEC)
on June 5, 2006 and in the Amended Current Report on Form 8K 12g3/A filed with
the SEC on July 18, 2006. In connection with the Plan and Agreement of
Reorganization, the Company issued a Non-interest bearing Promissory Note for
$400,000, payable in 90 days (the "Note"), the Note was issued to former
shareholders of the Company. The Note effected the retirement to treasury of
16,525,000 shares of common stock. These shares were then cancelled by the
Company.
The Company originally accounted for this transaction as a stock
redemption. Management has determined that rather then accounting for the
transaction as a stock redemption that in accordance with SAB 103 and
CIRP.T.GuideAcctRules.ReverseAcquis.1999, the Company will account for the
transaction as a recapitalization expense. The effect of this error was an
increase in our net loss attributable to common shareholders for both periods.
For the period ending June 30, 2006, the effect on our balance sheet was a
decrease in total assets, an increase in total liabilities and a decrease in
stockholder's equity. For the period ending September 30, 2006, the effect on
our balance sheet was an increase in total assets, an increase in total
liabilities and an increase in stockholder's equity.
The Company intends to file an amendment to its quarterly reports on
Form 10-QSB for the quarterly period ended June 30, 2006 and for the quarterly
period ended September 30, 2006 to reflect the conclusions and facts briefly
described above.
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 CORPORATION
By: /s/Barent W. Cater
-------------------
Barent W. Cater, President and
Chief Executive Officer
Date: March 30, 2007