-----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, KWV1BNED4rBJS1aaC8WjgDQOkHEm27lKoUMQ/uiNJvTsonERDsvChCeBS9RXrID7 vbcA66sqsBaH7LNZ9RDWHg== 0001072588-07-000144.txt : 20070409 0001072588-07-000144.hdr.sgml : 20070409 20070409162700 ACCESSION NUMBER: 0001072588-07-000144 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070409 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TONGA CAPITAL CORP CENTRAL INDEX KEY: 0000813718 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841069035 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50619 FILM NUMBER: 07756584 BUSINESS ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD., SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 BUSINESS PHONE: 281 334 5161 MAIL ADDRESS: STREET 1: 2600 SOUTH SHORE BLVD., SUITE 100 CITY: LEAGUE CITY STATE: TX ZIP: 77573 8-K/A 1 tcc8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 9, 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)) This 8K amends the 8K filed on March 30, 2007. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. The Company intends to file an amendment to its quarterly reports on Form 10QSB for the quarterly periods ended September 30, 2006 and June 30, 2006. The authorized officers have discussed this matter with the independent auditors for the Company and a consensus was reached that disclosure should be made of the issue relating to the previously issued financial statements dated June 30, 2006, and September 30, 2006, as to non-reliance as of April 5, 2007. The authorized officers have discussed with the independent accountant the matters disclosed in the filing pursuant to Item 4.02(b). This disclosure is being provided to the independent accountant on April 5, 2007, pursuant to Item 4.02(c) and the accountant is requested to furnish a letter to registrant stating whether the independent accountant agrees with the statements made by the Registrant in response to Item 4.02. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements - Not Applicable b) Pro Forma Financial Statements - Not Applicable c) Exhibits - 7.1 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: April 9, 2007 EX-7.1 2 ex71.txt Exhibit 7.1 April 7, 2007 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We confirm that we have reviewed the responses of Tonga Capital Corporation with respect to ITEM 4.02(b) of their Form 8-K dated April 6, 2007, captioned "Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review," which Tonga intends to file within the next four business days. We agree with all of the statements contained therein that pertain to us. We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K. /s/ Malone & Bailey, PC Malone & Bailey, PC www.malone-bailey.com Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----