8-K/A 1 tcc8ka.txt 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 --------------------------------------------- (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 30, 2007 TONGA CAPITAL CORP. By: /s/ Charles T. Phillips --------------------------- Charles T. Phillips, President