-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClVQfPsXB5Jj2lnuu6UGIY96Kn2bBzXzbZlwcxqIYHpHU2O982Vrk1xr5fxPVVsG 8RQ6dEEvFaMXE3OIdGXpmQ== 0001072588-07-000041.txt : 20070131 0001072588-07-000041.hdr.sgml : 20070131 20070131155011 ACCESSION NUMBER: 0001072588-07-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070119 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TONGA CAPITAL CORP CENTRAL INDEX KEY: 0000813718 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841069035 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 07568110 BUSINESS ADDRESS: STREET 1: 6590 E. LAKE PL. CITY: CENTENNIAL STATE: CO ZIP: 80111 BUSINESS PHONE: 303 570 6093 MAIL ADDRESS: STREET 1: 6590 E. LAKE PL. CITY: CENTENNIAL STATE: CO ZIP: 80111 8-K 1 tcc8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 --------------------------------------------- (Exact name of registrant as specified in its chapter) COLORADO 000-50619 84-1069035 -------- ---------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) of incorporation) 2600 S. Shore Blvd, Suite 100, League City, TX 77573 - - ------------------------------- --------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code (281) 334-5161 -------------- 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 __, 2007 TONGA CAPITAL CORP. By: /s/ Charles T. Phillips --------------------------- Charles T. Phillips, President EX-16 2 ex161.txt EX-16.1 Resignation of Jaspers + Hall, PC January __, 2007 Jaspers + Hall, PC 9175 Kenyon Ave., Suite 100 Denver, CO 80237 Telephone: (303) 796-0099 Fax: (303) 796-0137 Tonga Capital Corp. Charles T. Phillips Dear Mr. Phillips: This is to confirm that the client-auditor relationship between Tonga Capital Corp. (Commission File Number 33-13791-D) and Jaspers + Hall, PC has ceased as of December 17, 2006. Sincerely, /s/Jaspers + Hall, PC - ----------------------------------- Jaspers + Hall, PC cc: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission EX-23.1 3 ex231.txt EX-23.1 JASPERS + HALL, PC Certified Public Accountants 9175 East Kenyon Ave., Suite 100 Denver, Colorado 80237 Telephone 303/796/0099 Fax 303/796/0137 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Tonga Capital Corp. Commission File # 000-50619 Gentlemen: We have read Item 4 included in the Form 8K of Tonga Capital Corporation, Inc. filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. /s/Jaspers + Hall, PC ----------------------------------- Jaspers + Hall, PC Denver, Colorado January __, 2007 EX-23.2 4 ex232.txt EX-23.2 Malone & Bailey, PC Certified Public Accountants 2925 Briarpark Dr., Suite 930 Telephone 713/266/0530 Fax 713/266/1815 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Tonga Capital Corp. Commission File # 000-50619 Gentlemen: We have read and agree with the comments in Item 4 of the For 8-K of Tonga Capital Corp., Inc. dated January 19, 2007. /s/ Malone & Bailey, PC --------------------------------------- Malone & Bailey, PC Denver, Colorado January 19, 2007 -----END PRIVACY-ENHANCED MESSAGE-----