SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period ended: September 30, 2006


                        Commission file number 33-13791-D

                            TONGA CAPITAL CORPORATION
                            -------------------------
             (Exact name of registrant as specified in its charter)

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

              3027 Marina Bay Dr., Suite 105, League City, TX 77573
              -----------------------------------------------------
             (Address of principal executive offices) (Postal Code)


        Registrant's telephone number, including area code (281) 334-5161
                                                           --------------
Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  X  No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). __Yes  X No

As of September 30, 2006, 48,301,664 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>


                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements  have been prepared by Tonga Capital  Corporation
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include  all  of the  adjustments  which,  in the  opinion  of  management,  are
necessary  to  a  fair  presentation  of  financial   position  and  results  of
operations.  All such  adjustments are of a normal and recurring  nature.  These
financial  statements  should be read in conjunction with the audited  financial
statements at December 31, 2005, included in the Company's Form 10-KSB.

<PAGE>


                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      NINE-MONTHS ENDED SEPTEMBER 30, 2006
                                   (UNAUDITED)


<PAGE>

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Tonga Capital Corporation
Denver, CO


We have reviewed the  accompanying  consolidated  balance sheet of Tonga Capital
Corporation as of September 30, 2006, and the related consolidated statement of
operations  for the  three-month  period and period May 8, 2006  (inception)  to
September 30, 2006, and the related statements of stockholders'  equity and cash
flows for the  period May 8, 2006  (inception)  to  September  30,  2006.  These
financial statements are the responsibility of the Company's management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board (United  States).  The review of interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the  objective  of  which  is  the  expression  of  an  opinion   regarding  the
consolidated  financial  statements  taken  as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern  unless it is able to generate  sufficient  cash flows to meet its
obligations  and sustain its  operation.  Management's  plans in regard to these
matters are  described in Note 2. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.



Jaspers + Hall, PC
Denver, CO
November , 2006
/s/Jaspers + Hall, PC





<PAGE>
<TABLE>
<CAPTION>


                            TONGA CAPITAL CORPORATION
                         (A Development Stage Company)
                           Consolidated Balance Sheets
<S>                                                                                       <C>
                                                                                                                      Unaudited
                                                                                           September 30,
                                                                                                2006
                                                                                          -----------------
ASSETS:

Current assets:

   Cash                                                                                           $ 11,941
   Prepaid expenses                                                                                 37,912
                                                                                          -----------------

Total current assets                                                                                49,853
                                                                                          -----------------

Fixed assets:

   Office equipment                                                                                  4,502
   Plant equipment                                                                                  12,914
   Plant - Construction in Progress                                                              1,249,235
                                                                                          -----------------

Total fixed assets                                                                               1,266,651
                                                                                          -----------------

Other assets:
   Loan origination fees                                                                            10,000
   Security deposit                                                                                 26,278
                                                                                          -----------------

Total other assets                                                                                  36,278
                                                                                          -----------------

TOTAL ASSETS                                                                                    $1,352,782
                                                                                          =================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:

     Accounts payable                                                                            $ 106,397
     Accrued interest                                                                               17,339
     Accrued expenses                                                                               44,437
    Convertible note payble                                                                        250,000
    Note payable - Related Party                                                                   400,000
    Note payable                                                                                   250,000
                                                                                          -----------------

Total Current Liabilities                                                                        1,068,173
                                                                                          -----------------

Stockholders' Equity:
Common Stock, $.01 par value; 500,000,000 shares
   authorized, 48,301,664 shares issued and outstanding                                            483,016
Additional Paid-In Capital                                                                         289,860
Deficit accumulated during the development stage                                                  (488,267)
                                                                                          -----------------

Total Stockholders' Deficit                                                                        284,609
                                                                                          -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $1,352,782
                                                                                          =================



See Accountants' Review Report
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                            TONGA CAPITAL CORPORATION
                         (A Development Stage Company)
                      Consolidated Statements of Operations

                                   (Unaudited)

<S>                                                 <C>                  <C>

                                                                           May 8, 2006
                                                     Three-Months Ended   (Inception) to
                                                       September 30,      September 30,
                                                        2006                2006
                                                    --------------       ------------

Revenue:                                                      $ -                $ -
                                                    --------------       ------------

Expenses:
   Plant expenses                                          52,473             59,723
   General and Administrative                             255,961            318,360
                                                    --------------       ------------

Total Expenses                                            308,434            378,083
                                                    --------------       ------------

Other Income/Loss
   Interest income                                          1,543              1,826
   Interest expense                                       (16,654)           (18,222)
   Offering expenses                                      (56,788)           (93,788)
                                                    --------------       ------------

Total Other Income/Expense                                (71,899)          (110,184)
                                                    --------------       ------------


Net (Loss)                                             $ (380,333)         $(488,267)
                                                    ==============       ============

Per Share Information:
   Weighted average number of
     common shares outstanding                         47,537,914         32,274,076
                                                    --------------       ------------

Net Profit (Loss) per Common Share                    $ (0.008)           $ (0.015)
                                                    = =========           = =======



See Accountants' Review Report
</TABLE>




<PAGE>
<TABLE>
<CAPTION>




                            TONGA CAPITAL CORPORATION
                         (A Development Stage Company)
                      Consolidated Statements of Cash Flow

                                   (Unaudited)
<S>                                                                               <C>

                                                                                     May 8, 2006
                                                                                   (Inception) to
                                                                                   September 30,
                                                                                        2006
                                                                                  -----------------

Cash Flows from Operating Activities:
Net (Loss)                                                                              $ (488,267)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   (Increase) in Prepaid Insurance                                                         (37,912)
   (Increase) in Security Deposit                                                          (26,278)
   (Increase) in Loan Origination Fees                                                     (10,000)
   Increase in Accounts Payable                                                            106,397
   Increase in Accrued Interest Expense                                                     17,339
   Increase in Other Accrued Expenses                                                       44,437
                                                                                  -----------------

Net Cash Provided by Operating Activiites                                                 (394,284)

Cash Flows from Investing Activities:
   Acquisition costs net of cash                                                            (1,249)
   Purchase of fixed assets                                                             (1,266,651)
                                                                                  -----------------

Net Cash Provided by Investing Activities                                               (1,267,900)
                                                                                  -----------------

Cash Flows from Financing Activities:
    Proceeds from Note Payable                                                             250,000
    Proceeds from Convertible Notes Payable                                                250,000
    Stock issued for cash                                                                1,174,125
                                                                                  -----------------

Net Cash Used for Financing Activities                                                   1,674,125
                                                                                  -----------------

Net Increase (Decrease) in Cash                                                             11,941
                                                                                  -----------------

Cash and cash equivalents - Beginning of period                                                  -
                                                                                  -----------------

Cash and cash equivalents - End of period                                                 $ 11,941
                                                                                  =================

Supplemental Disclosure of Cash Flow Information
   Cash Paid During the Year for:
      Interest                                                                                 $ -
                                                                                  =================
      Income Taxes                                                                             $ -
                                                                                  =================


See Accountants' Review Report
</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                                                   TONGA CAPITAL CORPORATION
                                                 (A DEVELOPMENT STAGE COMPANY)
                                   Consolidated Statement of Stockholders' Equity (Deficit)
                                                      September 30, 2006

                                                          (Unaudited)




<S>                                          <C>                <C>             <C>                 <C>                <C>

                                                                                                           Deficit
                                                                                                           accumulated
                                                                                      Additional         during the
                                                       Common Stock                     Paid-In          development
                                                  -------------------------------
                                                   # of Shares         Amount           Capital             stage             Totals
                                              --------------    -------------    --------------     --------------     -------------
May 8, 2006 (Inception)                                   0              $ -               $ -                $ -               $ -
Stocked issued at formation                      39,275,000          392,750          (392,750)                 -                 -
Stocks repurchased prior to merger              (16,525,000)        (165,250)         (234,750)                 -          (400,000)
Recapitalization adjustment                      24,377,539          243,775          (245,024)                 -            (1,249)
Stock Issued for cash                             1,174,125           11,741         1,162,384                  -         1,174,125
Net Loss for Period                                       -                -                 -           (488,267)         (488,267)
                                             --------------    -------------    --------------     --------------     -------------
Balance - September 30, 2006                     48,301,664        $ 483,016         $ 289,860         $ (488,267)        $ 284,609
                                             ==============    =============    ==============     ==============     =============

See Accountants' Review Report

</TABLE>




<PAGE>



                            TONGA CAPITAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   Consolidated Notes to Financial Statements
                               September 30, 2006
                                   (Unaudited)


Note 1 - Organization:

Tonga Capital  Corporation (the "Company") was incorporated on January 29, 1987,
in the state of  Colorado.  The  Company  was  organized  to operate any type of
lawful business as the officers and directors of the Registrant  could, in their
absolute  discretion,  determine.  On May 31, 2006,  Tonga  Capital  Corporation
signed an Agreement and Plan of Reorganization  with Momentum Biofuels,  Inc. (a
Texas Corporation). The merger was between the parent and the subsidiary Company
and was  accounted  for as a  recapitalization  of Momentum  Biofuels,  Inc. The
historical  financial  statements  are  those of  Momentum  Biofuels,  Inc.  The
shareholders of Momentum  Biofuels,  Inc.  received  39,275,000 shares of common
stock of Tonga Capital Corporation in exchange for 39,275,000 shares of Momentum
Biofuels,   Inc.  and  become  a  wholly  owned   subsidiary  of  Tonga  Capital
Corporation.  Momentum  Biofuels,  Inc.  was  incorporated  on May 8, 2006.  The
Company's fiscal year end is December 31.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.  The current liabilities exceed
the current assets by $1,018,320 and have an accumulated deficit of $488,267.

The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop  additional
sources  of  capital  or  locate  a merger  candidate  and  ultimately,  achieve
profitable operations.  The accompanying financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  these   uncertainties.
Management is seeking new capital to revitalize the Company.

Note 3 - Debt:

A  non-interest  bearing  note  payable for  $400,000  to  Ultimate  Investments
Corporation, a company that is wholly-owned by a shareholder of the Company, was
issued on June 30, 2006,  in exchange  for  16,525,000  shares of common  stock,
which were  immediately  retired.  The note matured on September 28, 2006. Since
the note was not paid at maturity, interest began to accrue at 12% on that date.

<PAGE>




                            TONGA CAPITAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   Consolidated Notes to Financial Statements
                               September 30, 2006
                                   (Unaudited)

Note 3 - Debt (Cont):

The Company issued two promissory  notes for bridge financing in June 2006. Each
note  was for  $250,000  and  both  are due upon  demand.  One  note,  held by a
third-party,  is to be  converted  to stock  upon  finalization  of the  private
placement  discussed  in footnote 6  concerning  subsequent  events.  It will be
converted  at the  same  price of  private  placement,  which  is $1 per  share.
Currently,  interest is being  accrued at 12.25%.  The other note is held by The
Elevation Fund, LLC, which is wholly owned by a shareholder of the Company.  The
Elevation Fund note is also accruing interest at 12.25%.

Note 4 - Obligations and Commitments:

The  Company  has  entered  into  certain  agreements  involving  the leasing of
corporate  office  space  and  space at the  plant  location,  office  and plant
equipment and financing  insurance policies.  Pursuant to these agreements,  the
Company is obligated to make the following payments: $106,166 in the 4th Quarter
of 2006,  $466,513 in 2007, $392,358 in 2008, $389,599 in 2009, $330,053 in 2010
and $326,074 in 2011.

Note 5 - Capital Stock:

The Company's  Board of Directors has  authorized  500,000,000  shares of common
stock to be issued.  In June 2006 several  shareholders  surrendered  16,537,500
shares of stock to be cancelled in exchange for a $400,000  note.  In June 2006,
as part of the Agreement  and Plan of  Reorganization,  as amended,  the Company
issued  39,275,000  shares  of  common  stock to the  shareholders  of  Momentum
Biofuels,  Inc. in exchange for  39,275,000  shares of Momentum  Biofuels,  Inc.
common stock. Prior to the merger the shareholders of Tonga Capital  Corporation
have been issued and retained 24,377,539 of common stock in the recapitalization
of Momentum Biofuels, Inc.

Note 6 - Subsequent Event:

On July 25, 2006, the Company  initiated a private placement of 6,000,000 shares
of common  stock at a price of $1 per share.  At September  30, 2006,  1,174,125
shares were  subscribed and accepted by the Company.  At the time of this filing
1,319,125 shares of stock have been subscribed and accepte


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
-----------------------------------------------------------------

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In  addition  to  statements  of  historical  fact,  this Form  10-QSB  contains
forward-looking  statements. The presentation of future aspects of Tonga Capital
Corporation  ("Tonga  Capital  Corp.," the "Company" or "issuer") found in these
statements  is subject to a number of risks and  uncertainties  that could cause
actual results to differ  materially  from those  reflected in such  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  reflect  management's  analysis  only as of the date hereof.
Without  limiting the generality of the foregoing,  words such as "may," "will,"
"expect,"  "believe,"   "anticipate,"  "intend,"  or  "could"  or  the  negative
variations   thereof  or  comparable   terminology   are  intended  to  identify
forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Tonga Capital  Corporation actual results to be
materially  different  from any  future  results  expressed  or implied by Tonga
Capital  Corporation  in those  statements.  Important  facts that could prevent
Tonga Capital  Corporation from achieving any stated goals include,  but are not
limited to, the following:

         Some of these risks might include, but are not limited to, the
following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate capital to continue or expand its busi-
                           ness, inability to raise additional capital or financ
                           -ing to implement its business plans;

                  (e)      failure to commercialize its technology or to make
                           sales;

                  (f)      rapid and significant changes in markets;

                  (g)      litigation with or legal claims and allegations by
                           outside parties;

                  (h)      insufficient revenues to cover operating costs.




<PAGE>

         There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2005 and any Current Reports on Form 8-K filed by the
Company.

CHANGES IN FINANCIAL CONDITIONS.

The Company entered into a Plan and Agreement of Reorganization on May 31, 2006,
whereby  it  acquired  100%  of  Momentum  Biofuels,  Inc.  as  a  wholly  owned
subsidiary.  It has completed the acquisition of Momentum  Biofuels,  Inc. as of
June 30,  2006.  Tonga  Capital  Corp.  intends to change  its name to  Momentum
Biofuels,  Inc. after a shareholder  meeting.  The new updated  business plan of
Tonga Capital Corp. is as follows:

Momentum  Biofuels,  Inc.  is a  Texas  corporation,  which  will  operate  as a
wholly-owned  subsidiary,  whose business purpose is to manufacture high quality
biodiesel  fuel for sale to local  distributors,  jobbers,  and  state and local
government  fleets.  Biodiesel is a domestic,  renewable  fuel for use in diesel
engines that is derived  from  vegetable  oils,  such as soybean or mustard seed
oil,  and can be blended  with  petroleum-based  diesel fuel for use in existing
diesel  engines.  Such blends are  typically 2%, 5% or 20%  biodiesel,  with the
balance  being  petroleum  diesel  and  are  identified  as B-2,  B-5 and  B-20,
respectively.

The principals of Momentum Biofuels,  Inc. have been involved in the development
of processes for the production of biodiesel from "yellow  grease"  (grease trap
grease) and RBD soy oil (refined,  bleached and deodorized) for over four years.
Most recent  involvement  has included the production and sale of biodiesel on a
continuous  basis for over a year.  Momentum  intends  to use the  latest of the
processes to produce more than 20,000,000 gallons of biodiesel per year.

a) The Company has issued two  Promissory  Notes,  each for  $250,000 for bridge
financing, and has received $500,000. The notes are due on demand.

b) In conjunction with the Plan and Agreement of Reorganization, the Company has
issued a  Promissory  Note for  $400,000 at no interest  payable in ninety days.
This note effected the retirement of 16, 525,000 shares of common stock.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had  $11,941  cash  capital at the end of the  period and  current
liabilities of $1,068,173.  The Company will need to either borrow money or make
additional private placements of stock in order to fund operations. No assurance
exists as to the ability to achieve loans or make private placements of stock.



<PAGE>




Results of Operations for the Quarter Ended September 30, 2006.


The  Company  had no  revenue  for the  period  and  incurred  $52,473  in plant
expenses. The Company incurred $327,860 in general and administrative  expenses,
offering expenses and net accrued interest expenses in the period. Expenses were
in relation to the Plan and Agreement of Reorganization  with Momentum Biofuels,
Inc. and the construction of its initial biodiesel plant. The Company had a loss
in the quarter of  $380,333,  resulting in a net loss per share of $.008 for the
quarter. No prior period comparison can be made because Momentum , the operating
subsidiary was formed May 8, 2006 and had no 2005 operations. The acquisition of
Momentum is treated as a recapitalization  and prior results of the predecessor,
Tonga Capital Corp., as a shell are not presented in the consolidation.


Results of Operations  for the Period from May 8, 2006  (Inception) to September
30, 2006.

The Company had no revenue for the period. The Company incurred $59,723 in plant
expenses and $428,544 in general and administrative expenses,  offering expenses
and net accrued interest  expenses in the period from May 8, 2006 (inception) to
September  30,  2006.  Expenses  were in relation to the Plan and  Agreement  of
Reorganization with Momentum Biofuels,  Inc. and the construction of its initial
biodiesel  plant.  The  Company  had a loss  during  this  period  of  $488,267,
resulting in a net loss per share of $.015.

The  Company  had no  revenue  for the  period  and  incurred  $52,473  in plant
expenses. The Company incurred $327,860 in general and administrative  expenses,
offering expenses and net accrued interest expenses in the period. Expenses were
in relation to the Plan and Agreement of Reorganization  with Momentum Biofuels,
Inc. and the construction of its initial biodiesel plant. The Company had a loss
in the quarter of  $380,333,  resulting in a net loss per share of $.008 for the
quarter. No prior period comparison can be made because Momentum , the operating
subsidiary was formed May 8, 2006 and had no 2005 operations. The acquisition of
Momentum is treated as a recapitalization  and prior results of the predecessor,
Tonga Capital Corp., as a shell are not presented in the consolidation.

Liquidity and Capital Resources.


At September 30, 2006,  the Company had $11,941 in cash and  $1,266,651 in other
assets  with which to conduct  operations.  There can be no  assurance  that the
Company  will be able to carry out its business  plan.  Due to lack of revenues,
the Company is unable to predict the period for which it can conduct operations.
Accordingly,  the Company will need to seek additional  financing through loans,
the sale and issuance of  additional  debt and/or  equity  securities,  or other
financing  arrangements.  Management  of the Company have advised that they will
pay  certain  costs and  expenses of the Company  from their  personal  funds as
interest free loans in order to facilitate development of the Company's business
plan.  Management  believes that the Company has inadequate  working  capital to
pursue  any  operations  at  this  time;  however,  loans  to the  Company  from
management may  facilitate  development of a business plan. The Company does not
intend  to  pay  dividends  in the  foreseeable  future.  As of  the  end of the
reporting period, the Company had no material cash or cash equivalents.


<PAGE>




NEED FOR ADDITIONAL FINANCING

The Company has capital  sufficient to meet the Company's cash needs,  including
the  costs of  compliance  with the  continuing  reporting  requirements  of the
Securities  Exchange  Act of  1934.  The  Company  will  seek  loans  or  equity
placements  to cover  further  capital or  operational  cash needs.  There is no
assurance,  however,  that  without more  capital it will  ultimately  allow the
registrant to carry out its new business.

The Company will need to raise  additional funds to conduct its planned business
activities in the next twelve months. No commitments to provide additional funds
have been made by management or other stockholders. Accordingly, there can be no
assurance that any additional funds will be available to the Company to allow it
to cover its expenses as they may be incurred.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational  needs,  the Company may to  compensate  providers of
services by issuances of stock in lieu of cash.

The Company's auditor has issued a "going concern"  qualification as part of his
opinion  in  the  Audit  Report  regarding  the  December  31,  2005,  financial
statements.  There is  substantial  doubt  about the  ability of the  Company to
continue as a "going  concern."  The Company  has no revenue,  limited  capital,
limited cash, as yet on productive other assets, and no capital commitments. The
effects of such conditions could cause the Company's bankruptcy.

Management  hopes to develop its business  plan and will need to seek and obtain
further funding, via loans or private placements of stock, for operations and to
provide  working  capital.  Management  has plans to seek capital in the form of
loans or stock private placements in the next quarter.

ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

The  management of the Company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
September 30, 2006,  and has concluded that the  disclosure  controls,  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There were no changes  in the small  business  issuer's  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuer's internal control over financial reporting.



<PAGE>





PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
-------------------------


There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.


         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.


None

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------


         None

Item 5. Other Information.


         None

Item 6. Exhibits and Reports on Form 8-K.


         (a) Exhibits

          32    Sarbanes-Oxley Certification
          33    Sarbanes-Oxley Certification

         (b) Reports on Form 8-K

         8K12g3 - filed June 5, 2006
         8K12g3A - filed July 18, 2006


<PAGE>



                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     TONGA CAPITAL, INC.


Date: November 30, 2006
                                              By: /s/ Charles T. Phillips
                                                  --------------------

                                             Charles T. Phillips, President