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: September 4, 2007
TONGA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-50619 84-1069035
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(State or other jurisdiction of (Commission File IRS Employer
incorporation) Number) Identification Number)
2600 S. Shore Blvd, Suite 100, League City, TX 77573
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(Address of Principal Executive Offices) (Zip Code)
(281) 334-5161
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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))
Section 3 - SECURITIES AND TRADING MARKETS
Item 3.02 - Unregistered Sales of Equity Securities
On September 4, 2007, Tonga Capital Corporation closed its private placement
selling 4,296,500 shares of its restricted common stock for an aggregate
purchase price of $4,296,500. The shares had a purchase price of $1.00 per
share. The sale of the shares was exempt from registration under the Securities
Act of 1933, as amended (the "1933 Act") pursuant to Rule 506 and Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.
The Company intends to use the funds raised in this private placement offering
to support continuing operations of its subsidiary Momentum Biofuels, Inc.
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
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Barent W. Cater, President
and Chief Executive Officer
Date: September 4, 2007