**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington
      D.C. 20549





**FORM
      10-QSB**


(Mark
      One)





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





For
      the
      quarterly period ended: March 31, 2007





[  
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For
      the
      transition period from _____________________ to ________________





Commission
      file number 000-50619





**TONGA
      CAPITAL CORPORATION**


(Exact
      name of registrant as specified in its charter)





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





2600
      South Shore Blvd., Suite 100, League City, TX 77573


(Address
      of principal executive offices)





(281)
      334-5161


(Issuer’s
      telephone number)





Check
                  whether the issuer (1) filed all reports required to be filed by
                  Section
                  13 or 15(d) of the Exchange Act 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 Exchange Act).
              Yes
                  [   ] No [X]





Indicate
      the number of share outstanding of each of the issuer's classes of common stock,
      as of the latest practicable date.





As
      of May
      14, 2007, there were 51,442,256 shares of the registrant’s sole class of common
      shares outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes [   ] No
      [X]

















Page**PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements (Unaudited)
            3Item
                2. Management’s Discussion and Analysis
            10Item
                3. Controls and Procedures
            14Item
                3A(T). Controls and Procedures
            14**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings -*Not
                Applicable*
            14Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            14Item
                3. Defaults Upon Senior Securities -*Not
                Applicable*
            15Item
                4. Submission of Matters to a Vote of Security Holders -*Not
                Applicable*
            15Item
                5. Other Information -*Not
                Applicable*
            15Item
                6. Exhibits
            15Signatures
            16





**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, 2006, included in the Company's Form 10-KSB.



















3





TONGA
                CAPITAL CORPORATION(A
                DEVELOPMENT STAGE COMPANY)Consolidated
                Balance Sheets(Unaudited)March
                31,
            
            December
                31,2007
            
            2006**ASSETS****Current
                assets**Cash
            
            $
            107,543
            
            $
            19,477Prepaid
                expenses
            
            
            47,339
            
            
            39,297Total
                current assets
            
            
            154,882
            
            
            58,774Property
                & equipment, net of accumulateddepreciation
                and amortization
            
            
            93,338
            
            
            59,301Asset
                being developed for our own use
            
            
            3,091,486
            
            
            2,517,331Security
                deposits
            
            
            26,278
            
            
            26,278**TOTAL
                ASSETS**
            
            $
            3,365,984
            
            $
            2,661,684**LIABILITIES
                AND STOCKHOLDERS' EQUITY:****Current
                Liabilities**Accounts
                payable
            
            $
            345,454
            
            $
            487,299Accrued
                expenses
            
            
            229,276
            
            
            131,104Subscriptions
                payable
            
            
            380,000
            
            
            -Notes
                payable
            
            
            -
            
            
            165,000Notes
                payable - related parties
            
            
            625,129
            
            
            510,129Convertible
                notes payable
            
            
            500,000
            
            
            500,000Total
                Current Liabilities
            
            
            2,079,859
            
            
            1,793,532**Stockholders'
                Equity**Common
                stock, $0.01 par value; 500,000,000 sharesauthorized,
                50,016,514 and 49,166,514 shares issued andoutstanding
                on March 31, 2007 and December 31, 2006, respectively
            
            
            500,165
            
            
            491,665Additional
                paid-in capital
            
            
            2,487,926
            
            
            1,655,106Deficit
                accumulated during the development stage
            
            
            (1,701,966
            )
            
            (1,278,619
            )Total
                Stockholders' Equity
            
            
            1,286,125
            
            
            868,152**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            3,365,984
            
            $
            2,661,684See
                the accompanying notes to the consolidated financial
                statements.





4





TONGA
                CAPITAL CORPORATION(A
                DEVELOPMENT STAGE COMPANY)Consolidated
                Statements of Expenses(Unaudited)Three
                Months
            
            InceptionEnded
            
            (May
                8, 2006)March
                31,
            
            to
                March 31,2007
            
            2007**Operational
                Expenses**Plant
                expenses
            
            $
            51,319
            
            $
            170,695General
                and administrative
            
            
            365,300
            
            
            1,048,084Recapitalization
                expense
            
            
            -
            
            
            400,000**Total
                Operational Expenses**
            
            
            416,619
            
            
            1,618,779**Other
                Income (Expense)******Interest
                income
            
            
            1,189
            
            
            3,028****Interest
                expense
            
            
            (7,917
            )
            
            (86,215
            )**Total
                Other Income (Expense)**
            
            
            (6,728
            )
            
            (83,187
            )**Net
                Loss**
            
            $
            (423,347
            )
            $
            (1,701,966
            )**Per
                Share Information**Weighted
                average number ofcommon
                shares outstanding
            
            
            49,866,963
            
            
            47,154,337**Net
                Loss per Share**
            
            $
            (0.01
            )
            $
            (0.04
            )See
                the accompanying notes to the consolidated financial
                statements.








5





TONGA
                CAPITAL CORPORATION(A
                DEVELOPMENT STAGE COMPANY)Consolidated
                Statement of Stockholders' EquityFor
                the Period from Inception (May 8, 2006) through March 31,
                2007(Unaudited)DeficitaccumulatedAdditional
            
            during
                theCommon
                Stock
            
            Paid-In
            
            developmentShares
            
            Amount
            
            Capital
            
            stage
            
            TotalsStock
                issued at formation
            
            
            39,275,000
            
            $
            392,750
            
            $
            (386,272
            )
            $
            -
            
            $
            6,478Reverse
                acquisition recapitalization
            
            
            7,852,539
            
            
            78,525
            
            
            (78,525
            )
            
            -
            
            
            -Shares
                issued in private placementfor
                cash
            
            
            2,038,975
            
            
            20,390
            
            
            1,911,627
            
            
            -
            
            
            1,932,017Issuance
                of warrants
            
            
            -
            
            
            -
            
            
            196,440
            
            
            -
            
            
            196,440Imputed
                interest on loan fromshareholder
            
            
            -
            
            
            -
            
            
            11,836
            
            
            -
            
            
            11,836Net
                loss for 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,278,619
            )
            
            (1,278,619
            )Balance
                - December 31, 2006
            
            
            49,166,514
            
            
            491,665
            
            
            1,655,106
            
            
            (1,278,619
            )
            
            868,152Shares
                issued private placementfor
                cash
            
            
            850,000
            
            
            8,500
            
            
            813,925
            
            
            -
            
            
            822,425Issuance
                of warrants
            
            
            -
            
            
            -
            
            
            18,895
            
            
            -
            
            
            18,895Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (423,347
            )
            
            (423,347
            )Balance
                - March 31, 2007
            
            
            50,016,514
            
            $
            500,165
            
            $
            2,487,926
            
            $
            (1,701,966
            )
            $
            1,286,125See
                the accompanying notes to the consolidated financial
                statements.











6


TONGA
                  CAPITAL CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)Consolidated
                  Statements of Cash Flows
                (Unaudited)Three
                  Months
              
              InceptionEnded
              
              (May
                  8, 2006)March
                  31,
              
              to
                  March 31,2007
              
              
              2007**Cash
                  Flows from Operating Activities**Net
                  Loss
              
              $
              (423,347
              )
              $
              (1,701,966
              )Adjustments
                  to reconcile net loss to cash used inoperating
                  activitiesDepreciation
                  and amortization
              
              
              6,352
              
              
              8,530Interest
                  expense - amortization of debt discount
              
              
              -
              
              
              53,751Imputed
                  interest on related-party note
              
              
              -
              
              
              3,906Recapitalization
                  expense
              
              
              -
              
              
              400,000Changes
                  in Assets and Liabilities:Increase
                  in prepaid expenses
              
              
              (8,042
              )
              
              (47,339
              )(Decrease)
                  Increase in Accounts payable
              
              
              (141,845
              )
              
              339,459Increase
                  in accrued expenses
              
              
              98,172
              
              
              209,071Net
                  Cash Used in Operating Activities
              
              
              (468,710
              )
              
              (734,588
              )**Cash
                  Flows from Investing Activities**Acquisition
                  of fixed assets
              
              
              (614,544
              )
              
              (2,997,640
              )Increase
                  in security deposits
              
              
              -
              
              
              (26,278
              )Net
                  Cash Used in Investing Activities
              
              
              (614,544
              )
              
              (3,023,918
              )**Cash
                  Flows from Financing Activities**Payment
                  of note payable
              
              
              (165,000
              )
              
              -Loans
                  from shareholders
              
              
              115,000
              
              
              225,129Proceeds
                  from convertible notes payable
              
              
              -
              
              
              500,000Stock
                  issued for cash
              
              
              850,000
              
              
              2,888,975Offering
                  costs
              
              
              (8,680
              )
              
              (134,533
              )Subscriptions
                  payable
              
              
              380,000
              
              
              380,000Cost
                  contributed by principal owner
              
              
              -
              
              
              6,478Net
                  Cash Provided by Financing Activities
              
              
              1,171,320
              
              
              3,866,049**Net
                  Increase in Cash**
              
              
              88,066
              
              
              107,543**Cash
                  and cash equivalents - Beginning of period**
              
              
              19,477
              
              
              -**Cash
                  and cash equivalents - End of period**
              
              $
              107,543
              
              $
              107,543**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  Paid During the period for:Interest
              
              $
              13,441
              
              $
              13,441Income
                  Taxes
              
              $
              -
              
              $
              -Non-Cash
                  Transactions - Investing activities:Capitalized
                  interest during construction period
              
              $
              20,991
              
              $
              165,281Financing
                  activitiesNote
                  payable issued for recapitalization
              
              $
              -
              
              $
              400,000See
                  the accompanying notes to the consolidated financial
                  statements.








7




TONGA
        CAPITAL CORPORATION
 (A
        DEVELOPMENT STAGE COMPANY)
 Notes
        to
        the Consolidated Financial Statements
 As
        of
        March 31, 2007
 (Unaudited)
 
 
 **Note
        1—Basis Of Presentation**
 
 The
        accompanying unaudited interim consolidated financial statements of Tonga
        Capital Corporation (the “Company” or “Tonga”) have been prepared in accordance
        with accounting principles generally accepted in the United States of America
        for interim financial information and with the rules and regulations of the
        Securities and Exchange Commission.  They do not include all information
        and notes required by U. S. generally accepted accounting principles for
        complete financial statements.  These interim consolidated financial
        statements should be read in conjunction with the audited consolidated financial
        statements and the accompanying notes contained in Tonga’s Annual Report on Form
        10-KSB for the period from inception (May 8, 2006) through December 31,
        2006.
 
 In
        the
        opinion of management, all adjustments (consisting of normal recurring accruals)
        considered necessary for a fair presentation of the financial position, results
        of operations and cash flows for the interim periods presented have been
        included.  The results of operations for interim periods are not
        necessarily indicative of the results that may be expected for any other
        interim
        period or for the full year.
 
 The
        preparation of consolidated financial statements in conformity with accounting
        principles generally accepted in the U.S. requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period.  Actual results could differ from those
        estimates.
 
 **Note
        2—Summary Of Significant Accounting Policies**
  Accounting
        Policies implemented since Tonga filed its Annual
        Report on Form 10-KSB for the period from inception (May 8, 2006) through
        December 31, 2006, include the following:
 
 **Share-Based
        Compensation**
  Tonga
        measures all share-based payments, including grants of employee stock options,
        using a fair-value based method in accordance with Statement of Financial
        Accounting Standards No. 123R, “Share-Based Payments.” The cost of
        services received in exchange for awards of equity instruments is recognized
        in
        the statement of operations based on the grant date fair value of those awards
        amortized over the requisite service period. Tonga utilizes a standard option
        pricing model, the Black-Scholes model, to measure the fair value of stock
        options granted.
 
 **Note
        3 - Going Concern**
 
 In
        Tonga’s Annual Report on Form 10-KSB for 2006, the Report of the Independent
        Registered Public Accounting Firm includes an explanatory paragraph that
        describes substantial doubt about the Company’s ability to continue as a going
        concern.  Tonga's
        financial statements for the three months ended March 31, 2007 have been
        prepared on a going concern basis, which contemplates the realization of
        assets
        and the satisfaction of liabilities in the normal course of business. The
        current liabilities at March 31, 2007 exceed current assets by $1,924,977
        and
        the Company had an accumulated deficit of $1,701,966 at March 31,
        2007.
 
 Tonga
        has
        not earned any revenue from operations. Tonga's ability to continue as a
        going
        concern is dependent upon its ability to develop additional sources of capital
        and, ultimately, achieve profitable operations. The accompanying financial
        statements do not include any adjustments that might result from the outcome
        of
        these uncertainties.
  
 8
 **Note
        4 - Stockholders’ Equity**
  On
        June
        30, 2006, the Company completed a reverse acquisition with Momentum Biofuels,
        Inc. (“Momentum”), which was accounted for as a recapitalization of Momentum.
        Tonga issued 29,275,000 shares of its common stock to the shareholders of
        Momentum in exchange for 100% of the issued and outstanding shares of Momentum
        (39,275,000 shares).
 
 During
        the period from May 8, 2006 (inception) to December 31, 2006, Tonga issued
        2,038,975 shares of its restricted common stock for cash of $822,425, net
        of
        offering costs of $27,575. The shares were sold at a price of $1.00 per
        share.
 
 During
        the three months ended March 31, 2007, the Company issued 850,000 shares
        of its
        restricted common stock for cash of $822,425, net of offering costs of $27,575.
        The shares were sold at a price of $1.00 per share.
 
 During
        the three-months ended March 31, 2007, the Company issued warrants exercisable
        for 12,000 shares of the Company’s common stock. The warrants have an exercise
        price of $1.00 per share. Warrants exercisable for 10,000 shares will expire
        on
        January 31, 2017 and warrants exercisable for 2,000 shares will expire on
        February 1, 2012.
 
 **Note
        5 - Subsequent Events**
 
 On
        April
        2, 2007, the Company hired Charles T. Phillips, a former officer and director
        of
        the Company, as a consultant. Mr. Phillips will receive $12,500 monthly,
        beginning September 1, 2007. The agreement has a term of one-year. The agreement
        provides for the placement of certain restrictions on the sale of common
        shares
        held by Mr. Phillips.
 
 On
        April
        3, 2007, The West Hampton Special Situation Fund, LLC converted the principal
        and interest due on the $250,000 note (at the conversion price of $1 per
        share)
        into 275,742 shares of restricted common stock. In addition, The Elevation
        Fund,
        LLC received 10,000 shares of restricted common stock as an origination fee
        for
        arranging the debt.
 
 On
        April
        3, 2007, the Kirby Enterprise Fund, LLC and Kearney Holdings, LLC converted
        the
        principal due on the $250,000 in notes held by them (at the conversion price
        of
        $1.00 per share) into 250,000 shares of the Company’s restricted common stock.
        It was agreed that all interest would be paid in cash.
 
 On
        April
        3, 2007, Ultimate Investments Corporation and the Company entered into a
        forbearance agreement which allows the Company to make scheduled payments
        of
        principal and interest through December 31, 2007.
 
 On
        April
        16, 2007, Tonga initiated a private placement of 4,000,000 shares of its
        common
        stock at a price of $1.00 per share. As of March 31, 2006, the Company had
        received $380,000 in regards to this issuance, and has recorded this amount
        as a
        current liability titled “Subscriptions payable.” This amount will be
        reclassified as a contribution of equity on April 16, 2007. As of May 14,
        2007,
        890,000 shares of stock have been subscribed and accepted relating to this
        private placement.
 
 Messers.
        Barent Cater, Stuart Cater and Jim O’Neal each entered into employment
        agreements with the Company on April 20, 2007, with an effective date of
        March
        1, 2007. Under the agreements, Barent Cater received the option to purchase
        5,000,000 common shares at $1.00 per share and Stuart Cater and Jim O’Neal each
        received an option to purchase 2,000,000 common shares at $1.00 per
        share . The
        grant
        date for the options was the date that all terms related to the employment
        agreement and option vesting schedule were agreed to by both parties, which
        as
        stated in the employment contracts, was the date the agreements were executed,
        April 20, 2007. The options vest over a three-year period beginning on the
        effective date of the employment agreements.
 
 
 
 9
 
  
 **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
 
 *FORWARD-LOOKING
        STATEMENTS CAUTIONARY*
 
 This
        Item
        2 and the report on Form 10-QSB for the period ended March 31, 2007 may contain
        “forward-looking statements" regarding Tonga Capital Corporation (the “Company”
or “Tonga”). In some cases, you can identify forward-looking statements by
        terminology such as "may," "will," "should," "could," "expects," "plans,"
        "intends," "anticipates," "believes," "estimates," "predicts," "potential"
        or
        "continue" or the negative of such terms and other comparable terminology.
        These
        forward-looking statements include, without limitation, statements about
        our
        market opportunity, our strategies, competition, expected activities and
        expenditures as we pursue our business plan, and the adequacy of our available
        cash resources. Although we believe that the expectations reflected in any
        forward-looking statements are reasonable, we cannot guarantee future results,
        levels of activity, performance or achievements. Actual results may differ
        materially from the predictions discussed in these forward-looking statements.
        Changes in the circumstances upon which we base our predictions and/or
        forward-looking statements could materially affect our actual results.
        Additional factors that could materially affect these forward-looking statements
        and/or predictions include, among other things: (1) our limited operating
        history; (2) our ability to pay down existing debt; (3) the Company's ability
        to
        obtain contracts with suppliers of raw materials (for the Company's production
        of biodiesel fuel) and distributors of the Company's biodiesel fuel product;
        (4)
        the risks inherent in the mutual performance of such supplier and distributor
        contracts (including the Company's production performance (5) the Company's
        ability to secure and retain management capable of managing growth; (6) the
        Company's ability to raise necessary financing to execute the Company's business
        plan; (7) potential litigation with our shareholders, creditors and/or former
        or
        current investors; (8) the Company's ability to comply with all applicable
        federal, state and local government and international rules and regulations;
        and
        (9) other factors over which we have little or no control.
 
 The
        independent registered public accounting firm’s report on the Company’s
        financial statements as of December 31, 2006, includes a “going concern”
explanatory paragraph that describes substantial doubt about the Company’s
        ability to continue as a going concern. Management’s plans in regard to the
        factors prompting the explanatory paragraph are discussed below and also
        in Note
        2 to the unaudited quarterly financial statements.
 
 ORGANIZATION
        AND BUSINESS
 
 Tonga
        was
        incorporated on January 29, 1987, and was a non-operating entity classified
        as a
        shell company under Rule 12b-2 of the Securities Exchange Act of 1934. Prior
        to
        May 2006, the Company had limited activities and was essentially
        dormant.
 
 On
        June
        30, 2006, the Company completed a reverse acquisition with Momentum Biofuels,
        Inc. ("Momentum"), which was accounted for as a recapitalization of Momentum.
        Tonga issued 39,275,000 shares of its common stock to the shareholders of
        Momentum in exchange for 100% of the issued and outstanding shares of Momentum
        (39,275,000 shares). As a result of the transaction, Momentum became a
        wholly-owned subsidiary of Tonga.
 
 In
        connection with the acquisition of Momentum, on June 30, 2006, the Company
        issued a non-interest bearing, unsecured promissory note for $400,000 to
        Ultimate Investments Corporation, a company that is owned by a shareholder
        of
        the Company. The $400,000 promissory note was issued in connection with the
        retirement of 16,525,000 shares of the Company's common stock. The note was
        due
        on September 28, 2006 and the Company was unable to pay the note, at that
        time.
        The terms of the note provided that in failure of payment, the note would
        accrue
        interest at 12% per annum.
 
 In
        March
        2007, the Company underwent a change in management and controlling ownership.
        Messrs. Phillips and Degeyter resigned as the Chief Executive Officer and
        Chief
        Financial Officer, respectively. Messers. Barent Cater and Stuart Cater were
        appointed as the Chief Executive Officer and Chief Financial Officer,
        respectively (Messrs. Barent Cater and Stuart Cater are brothers). Mr. Phillips
        resigned as the Chairman of the Board of Directors and Mr. Cater has been
        nominated to replace him. Mr. Jim O’Neal was appointed as Chief Operating
        Officer. In addition, other individuals have been nominated to the Board
        of
        Directors and these nominations are pending.
  
 10
 In
        connection with the above officer appointments, Messers. Barent Cater, Stuart
        Cater and Jim O’Neal each entered into an employment agreement with the Company,
        effective March 1, 2007. Per his employment agreement, Barent Cater is to
        receive a monthly salary of $8,333, beginning September 1, 2007. Mr. Barent
        Cater’s salary will be reviewed annually by the Board of Directors. Pursuant to
        the agreements with Stuart Cater and Jim O’Neal, they are each to receive the
        monthly salary of $8,333, beginning May 1, 2007. This amount increases to
        $12,500 upon the earlier occurrence of either the completion of a $3 million
        in
        financing or December 1, 2007. Their salaries will be subject to an annual
        review by the Board of Directors. Each contract is a two-year contract with
        the
        option to renew for period of one-year thereafter. Under these agreements,
        Barent Cater received the option to purchase 5,000,000 shares of the Company’s
        common stock at $1.00 per share and Stuart Cater and Jim O’Neal each received an
        option to purchase 2,000,000 shares of the Company’s common stock at $1.00 per
        share. The options have a term of five years.
 
 RESULTS
        OF OPERATIONS
 
 The
        Company did not recognize any revenue for the three-month period of March
        31,
        2007. Operating expenses for the three months ended March 31, 2007 included
        $51,319 in plant expenses and $365,300 in general and administrative expenses.
        During the three months ended March 31, 2007, the Company incurred interest
        expense of $7,917 and recognized interest income of $1,189.
 
 During
        the three months ended March 31, 2007, the Company recognized a net loss
        of
        $423,347. The net loss per share for the three months ended March 31, 2007,
        was
        $0.01 per share.
 
 The
        Company’s cash expenditures during the three months ended March 31, 2007 that
        were in connection with the continued construction of the biodiesel plant
        in
        LaPorte, Texas were $614,544. As of March 31, 2007, the Company incurred
        had
        $3,091,486 of construction expenses on the LaPorte plant and management
        estimates that the total plant expenditures upon completion will be
        approximately $3,300,000.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
 
 At
        March
        31, 2007, the Company had $107,543 in cash and $3,258,441 in other assets
        with
        which to conduct its operations. There can be no assurance that the Company
        will
        be able to carry out its business plan. Historically, our cash needs have
        been
        satisfied primarily through proceeds from private placements of our equity
        securities and debt instruments, but we cannot guarantee that such financing
        activities will be sufficient to fund our current and future projects and
        our
        ability to meet our cash and working capital needs. No commitments to provide
        additional funds have been made by management or other stockholders.
        Irrespective of whether the Company's cash assets prove to be inadequate
        to meet
        the Company’s operational needs, the Company might seek to compensate providers
        of services by issuances of its common stock in lieu of cash.
 
 During
        the three months ended March 31, 2007, the Company incurred losses from
        operations resulting in a cumulative net working capital deficiency of
        $1,924,977. Net cash used in operating activities during the three months
        ended
        March 31, 2007 was $468,710. Net cash used in investing activities during
        the
        three months ended March 31, 2007 was $614,544. Net cash provided by financing
        activities during the three months ended March 31, 2007 was $1,171,320.
 
 During
        the three months ended March 31, 2007, the Company sold 850,000 shares of
        its
        restricted common stock for cash of $850,000, less offering costs of $27,575.
        The shares were sold for $1.00 per share.
 
 In
        June
        2006, Momentum completed a bridge financing of $500,000. The bridge financing
        consisted of two 12.25% interest bearing promissory notes, due on demand.
        The
        first $250,000 promissory note was issued to a related party, The Elevation
        Fund, LLC, an entity owned by a shareholder of the Company. This note is
        secured
        by a blanket lien on all of the Company’s assets not otherwise encumbered. This
        note was assigned to the West Hampton Special Situation Fund, LLC, and a
        non-related entity on June 13, 2006. The second $250,000 promissory note
        was
        originally issued to Gus Blass II. Mr. Blass has split the $250,000 promissory
        note and assigned $125,000 of the note to Kearney Holdings, LLC on December
        20,
        2006. The remaining $125,000 of the promissory note was assigned to the Kirby
        Enterprise Fund, LLC on February 6, 2007.
  
 11
 On
        April
        3, 2007, Momentum converted the principle and accrued interest on the $250,000
        promissory note held by the West Hampton Special Situation Fund, LLC into
        275,742 shares of the Company’s restricted common stock. The Company will also
        issue 10,000 shares of its restricted common stock to The Elevation Fund,
        LLC
        for the origination fee due on the promissory note. On April 3, 2007, the
        principal due on the two $125,000 promissory notes held by Kearney Holdings,
        LLC
        and the Kirby Enterprise Fund, LLC were converted into 250,000 shares of
        the
        Company’s restricted common stock and all accrued interest is to be paid in
        cash.
 
 In
        connection with the $500,000 bridge financing, the Company issued the original
        parties warrants exercisable for 100,000 shares of its common stock. The
        warrants have a term of ten years and an exercise price of $1.00 per share.
        As
        part of the terms of the bridge financing, the Company was required to register
        the shares underlying the warrants by October 2006. Failure to register the
        warrants requires the Company to issue a warrant exercisable for 10,000 shares
        for each 30-day period that warrants remain unregistered. At March 31, 2007,
        the
        Company has issued a warrant exercisable for 30,000 shares of the Company’s
        common stock with an exercise price of $1.00 per share and a term of 10 years.
 
 In
        connection with the reverse acquisition of Momentum, on June 30, 2006, Tonga
        issued a non-interest bearing, unsecured promissory note for $400,000 to
        Ultimate Investments Corporation ("Ultimate Investments"), a company that
        is
        owned by a shareholder of the Company. The $400,000 promissory note was issued
        regarding the retirement of 16,525,000 shares of the Company's common stock.
        The
        note was due on September 28, 2006 and the Company was unable to pay the
        note,
        at that time. The terms of the note provided that in failure of payment the
        note
        would accrue interest at 12% per annum. On April 3, 2007, the Company entered
        into a forbearance agreement with Ultimate Investments for the $400,000
        promissory note. The forbearance agreement provides for the Company to make
        scheduled payments on the principal and interest, with the final payment
        due
        December 31, 2007
 
 To
        meet
        working capital needs, Momentum obtained notes payable for $100,000 and $15,000
        on December 8, 2006 and December 22, 2006 respectively, from Mr. Don Guggenheim.
        On December 8, 2006, Momentum issued a promissory note for $50,000 from Mr.
        Richard Cilento, Jr., a nominee for the Company's Board of Directors. These
        promissory notes accrued interest at 8.5% per annum and had a due date of
        January 8, 2007. The notes are currently in default.
 
 Mr.
        Charles T. Phillips (then President and Chairman of the Company), in December
        2006, loaned Momentum $110,129 represented by an 8.5% promissory note with
        a due
        date of January 8, 2007. At March 31, 2007, the balance of the note was $60,129.
        The promissory note is currently in default.
 
 On
        April
        16, 2007, the Company initiated a second private placement of 4,000,000 shares
        of its common stock at a price of $1.00 per share. As of April 26, 2007,
        685,000
        shares had been subscribed for and accepted related to under the above private
        placement.
 
 Management
        will need to seek and obtain funding, via loans or private placements of
        stock,
        for operations and to provide working capital.
 
 PLAN
        OF
        OPERATIONS
 
 Momentum
        is a start-up biodiesel producer, focused on servicing the U.S. Gulf Coast
        and
        in the future, international biodiesel markets. Momentum plans to manufacture
        high quality, low cost and socially responsible biodiesel fuels that complement
        and integrate with the existing diesel fuel supply chain. Biodiesel is a
        domestic, renewable fuel for use in diesel engines that is derived from natural
        vegetable oils and animal fats. Biodiesel contains no petroleum, but can
        be used
        in any concentration with petroleum-based diesel fuel in existing diesel
        engines
        without engine modification.
 
 The
        initial plant in LaPorte, Texas, is scheduled for completion in the near
        future.
        The Company’s initial focus will be on efficiently operating the La Porte plant
        at its planned capacity and on sales of the product. Our marketing strategy
        will
        focus on wholesale distribution to fuel jobbers, corporate fleets and government
        users. We will also use established alternative fuel brokers where
        appropriate.
  
 12
 CRITICAL
        ACCOUNTING POLICIES AND ESTIMATES
 
 The
        preparation of financial statements included in this Quarterly Report on
        Form
        10-QSB requires management to make estimates and assumptions that affect
        the
        reported amounts of assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period. On an on-going basis, management evaluates its estimates
        and
        judgments. Management bases its estimates and judgments on historical
        experiences and on various other factors that are believed to be reasonable
        under the circumstances, the results of which form the basis for making
        judgments about the carrying value of assets and liabilities that are not
        readily apparent from other sources. Actual results may differ from these
        estimates under different assumptions or conditions. The more significant
        accounting estimates inherent in the preparation of the Company's financial
        statements include estimates as to the valuation of equity related instruments
        issued, and valuation allowance for deferred income tax assets. Our accounting
        policies are described in the notes to financial statements included in this
        Quarterly Report on Form 10-QSB. The more critical accounting policies are
        as
        described below.
 
 The
        Company believes that the following are some of the more significant accounting
        policies and methods used by the Company:
  ·
              revenue
                  recognition;
 ·
              value
                  of long-lived assets;
 ·
              assets
                  being developed for our own use;
                  and
 ·
              income
                  taxes.
 
 REVENUE
        RECOGNITION
 
 The
        Company will recognize revenue when the product has been delivered to the
        customer, the sales price is fixed or determinable, and collectibility is
        reasonably assured.
 
 VALUATION
        OF LONG-LIVED ASSETS
 
 The
        Company assesses the impairment of long-lived assets whenever events or changes
        in circumstances indicate that the carrying value may not be recoverable.
        Factors the Company considers important which could trigger an impairment
        review
        include negative projected operating performance by the Company and significant
        negative industry or economic trends. The Company does not believe that there
        has been any impairment to long-lived assets as of March 31, 2007.
 
 ASSETS
        BEING DEVELOPED FOR OUR OWN USE
 
 Assets
        being developed for our own use are stated at cost, which includes the cost
        of
        construction and other direct costs attributable to the construction. No
        provision for depreciation is made on assets developed for our own use until
        such time as the relevant assets are completed and put into
        service.
 
 The
        Company capitalizes interest cost on borrowings incurred during the new
        construction or upgrade of qualifying assets. Capitalized interest is added
        to
        the cost of the underlying assets and amortized over the estimated useful
        lives
        of the assets. Interest cost was capitalized during the period from inception
        (May 8, 2006) through December 31, 2006 amounted to $165,281 ---- ($20,991
        for
        the three months ended March 31, 2007).
   13
 INCOME
        TAXES
 
 The
        Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
        the
        recognition of deferred tax assets and liabilities for the expected future
        tax
        consequences of events that have been included in the financial statements
        or
        tax returns. Under this method, deferred income taxes are recognized for
        the tax
        consequences in future years of differences between the tax bases of assets
        and
        liabilities and their financial reporting amounts at each year-end based
        on
        enacted tax laws and statutory tax rates applicable to the periods in which
        the
        differences are expected to affect taxable income. Valuation allowances are
        established, when necessary, to reduce deferred tax assets to the amount
        expected to be realized. The provision for income taxes represents the tax
        payable for the period and the change during the period in deferred tax assets
        and liabilities.
 
 RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS
 
 The
        Company has reviewed recently issued accounting pronouncements and the Company
        does not expect that the adoption of recently issued accounting pronouncements
        will have a material impact on its financial position, results of operations
        or
        cash flows.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 a.  Evaluation
        of Disclosure Controls and Procedures:
 
 The
        management of the Company has evaluated the effectiveness of the Company's
        disclosure controls and procedures as of the end of the period of the report
        March 31, 2007, 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.
 
 **ITEM
        3A(T). CONTROLS AND PROCEDURES**
 
 There
        have been no changes in the small business issuers internal control over
        financial reporting identified in connection with the evaluation required
        by
        paragraph (d) of Rule 240.15d-15 that occurred during the small business
        issuer’s last fiscal quarter that has materially affected, or is reasonable
        likely to materially affect, the small business issuer’s internal control over
        financial reporting.
  **PART
          II--OTHER INFORMATION**
 
 Item
          1.
          Legal Proceedings.
 
 Not
          Applicable.
 
 Item
          2.
          Unregistered Sales of Equity Securities and Use of Proceeds
 
 The
          Company made the following unregistered sales of its securities from January
          1,
          2007 to March 31, 2007.
 
 **DATE
                    OF****SALE**
                
                **TITLE
                    OF****SECURITIES**
                
                **NO.
                    OF****SHARES**
                
                **CONSIDERATION**
                
                **CLASS
                    OF PURCHASER**01/03/07-1/26/07
                
                Common
                    Stock
                
                850,000
                
                $1.00
                    per share
                
                Accredited
                    Investor(s) - Private Placement Memorandum1/31/07
                
                Warrant
                    for common stock
                
                10,000
                
                Penalty
                    for failure to register warrants
                
                Business
                    Associate02/1/07
                
                Warrant
                    for common stock
                
                2,000
                
                Investment
                    banking fees
                
                Business
                    Associate
  Exemption
          From Registration Claimed
 
 All
          of
          the sales by the Company of its unregistered securities were made by the
          Company
          in reliance upon Section 4(2) of the Act. All of the individuals and/or
          entities
          listed above that purchased the unregistered securities were all known
          to the
          Company and its management, through pre-existing business relationships,
          as long
          standing business associates, friends, and employees. All purchasers were
          provided access to all material information, which they requested, and
          all
          information necessary to verify such information and were afforded access
          to
          management of the Company in connection with their purchases. All purchasers
          of
          the unregistered securities acquired such securities for investment and
          not with
          a view toward distribution, acknowledging such intent to the Company. All
          certificates or agreements representing such securities that were issued
          contained restrictive legends, prohibiting further transfer of the certificates
          or agreements representing such securities, without such securities either
          being
          first registered or otherwise exempt from registration in any further resale
          or
          disposition.
  14
  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.
 
 The
        following is a complete list of exhibits filed as part of this Form 10-QSB.
        Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601
        of
        Regulation S-B.
 
 31.1
              Certification
                  by the Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act.31.2
              Certification
                  by the Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act.32.1
              Certification
                  by the Chief Executive Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act.32.2
              Certification
                  by the Chief Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act.
   15
  
 **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 CORPORATION**Date:
                  May 15, 2007
              By:
                  /s/ Barent W.
                  CaterBarent
                  W. Cater, Presidentand
                  Chief Executive OfficerDate:
                  May 15, 2007
              By:
                  /s/ Stuart C.
                  CaterStuart
                  C. Cater,Chief
                  Financial Officer
  16