FORM 8-A

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                For registration of certain classes of securities
                     Pursuant to section 12(b) or (g) of the
                         Securities Exchange Act of 1934


                            Tonga Capital Corporation
                            -------------------------
             (Exact name of registrant as specified in its charter)

Colorado                                                84-1069035
- --------                                                ----------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

                  116 N. Citrus Ave., Covina, California 91723
                  --------------------------------------------
                    (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of each exchange on which
To be so registered                              each class is to be registered
- -------------------                              ------------------------------

None                                             Not Applicable


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.
[___]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box.

[X]

Securities  Act  registration  statement file number to which this form relates:
33-13791-D (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of class)





ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Common Stock

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
500,000,000  (Five Hundred Million) shares of Common Stock; $.01 par value. Each
record holder of Common Stock is entitled to one vote for each share held on all
matters properly submitted to the stockholders for their vote. Cumulative voting
for the election of directors is not permitted by the Articles of Incorporation.

         Holders of  outstanding  shares of Common  Stock are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued,  the
relative interests of then existing stockholders may be diluted.

Shareholders

         Each  shareholder has sole investment  power and sole voting power over
the shares owned by such shareholder.

         No  shareholder  has entered into or delivered any lock up agreement or
letter agreement  regarding their shares or options thereon.  Under the Colorado
Business  Corporation  Act,  no lock up  agreement  is  required  regarding  the
Company's shares as it might relate to an acquisition.

Transfer Agent

         The Company has engaged  Mountain Share  Transfer,  Inc. of Broomfield,
Colorado, as its transfer agent.

Reports to Stockholders

         The Company plans to furnish its stockholders with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing  annual  reports to  stockholders.  The Company  intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of  1934  for so  long  as it is  subject  to  those  requirements,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.




ITEM 2. EXHIBITS

List below all exhibits filed as part of the registration statement:

S.K. #                                       Pages

3.1      Articles of Incorporation          Incorporated by Reference
                                            To Registration Statement
                                            On Form S-18 #33-13791-D

3.2      Bylaws                             Incorporated by Reference
                                            To Registration Statement
                                            On Form S-18 #33-13791-D


SIGNATURE

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.

Date: March 3, 2004                         Tonga Capital Corporation

                                            By:/s/Roger K. Juhnke
                                            _________________________
                                            Roger K. Juhnke, President