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: March 31, 2004


                        Commission file number 33-13791-D
                                               0-50619

                            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.)

116 N. Citrus Ave.
Covina, California                                           91723
------------------                                           -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number,
  including area code                         (818) 858-5491
                                              --------------


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

As of March 31, 2004, 3,390,039 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, 2003, included in the Company's Form 10-KSB.

<PAGE>
                             TONGA CAPITAL CORPORATION

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (UNAUDITED)






<PAGE>




                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s





                            ACCOUNTANTS REVIEW REPORT



Board of Directors
Tonga Capital Corporation
McPherson, KS


We have reviewed the accompanying balance sheet of Tonga Capital Corporation for
March 31, 2004 and the related statement of operations and cash flows for the
three-months ended March 31, 2004 and 2003, included in the accompanying
Securities and Exchange Commission Form 10QSB for the period ended March 31,
2004. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A 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 auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2003, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated April 3, 2004,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2004 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2 to the
financial statements, 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 operations.
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.


Michael Johnson & Co., LLC
May 20, 2004
/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>

                           TONGA CAPITAL CORPORATION
                                 Balance Sheets
                                  (Unaudited)

<S>                                                                          <C>                        <C>

                                                                                 March 31,                December 31,
                                                                                   2004                       2003
                                                                             ------------------         ------------------
ASSETS:

Current assets:

   Cash                                                                                    $ -                        $ -
                                                                             ------------------         ------------------

Total Current Assets                                                                         -                          -
                                                                             ------------------         ------------------


Fixed Assets:
  Patent                                                                                33,625                     33,625
                                                                             ------------------         ------------------

Total Fixed Assets                                                                      33,625                     33,625
                                                                             ------------------         ------------------

TOTAL ASSETS                                                                          $ 33,625                   $ 33,625
                                                                             ==================         ==================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:

   Accrued Expenses                                                                   $ 70,900                   $ 70,900
   Notes Payable                                                                        52,900                     52,900
                                                                             ------------------         ------------------

Total Current Liabilities                                                              123,800                    123,800
                                                                             ------------------         ------------------

Stockholders' Equity:
Common Stock, $.01 par value; 500,000,000 shares
   authorized, 3,390,039 shares issued and outstanding                                  33,900                     33,900
Additional Paid-In Capital                                                             601,760                    601,760
Deficit accumulated during the exploratory stage                                      (725,835)                  (725,835)
                                                                             ------------------         ------------------
Total Stockholders' Deficit                                                            (90,175)                   (90,175)
                                                                             ------------------         ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $ 33,625                   $ 33,625
                                                                             ==================         ==================

</TABLE>
See Accountants Review Report

<PAGE>
<TABLE>
<CAPTION>

                           TONGA CAPITAL CORPORATION
                            Statements of Operations
                                  (Unaudited)
<S>                                                             <C>                 <C>

                                                                   Three-Months Ended
                                                                       March 31,
                                                                2004                2003
                                                                ----                ----

Revenue                                                               $ -                 $ -

Expenses:
   General and Administrative                                           -                   -
                                                                ----------          ---------
Total Expenses                                                          -                   -
                                                                ----------          ---------
Net (Loss)                                                            $ -                 $ -
                                                                ==========          =========


Per Share Information:

   Weighted average number of
     common shares outstanding                                  3,390,039           3,390,039
                                                                ----------          ----------
Net Loss per Common Share                                        *                   *
                                                                ==========          ==========

* Less than $.01
</TABLE>
See Accountants Review Report

<PAGE>
<TABLE>
<CAPTION>


                           TONGA CAPITAL CORPORATION
                            Statement of Cash Flows
                                  (Unaudited)

<S>                                                                                     <C>             <C>



                                                                                         Three-Months Ended
                                                                                               March 31,
                                                                                       2004               2003
                                                                                       ----               ----

Cash Flows from Operating Activities:
Net Loss                                                                                    $ -                $ -
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Increase (Decrease) in Accrued Expenses                                                    -                  -
   Decrease (Increase) in Prepaid Expenses                                                    -                  -
                                                                                        -------         ----------
Net Cash Used by Operating Activiites                                                         -                  -

Net Increase (Decrease) in Cash                                                               -                  -
                                                                                        -------         ----------
Cash and cash equivalents - Beginning of period                                               -                  -
                                                                                        -------         ----------
Cash and cash equivalents - End of period                                                   $ -                $ -
                                                                                        =======         ==========


Supplemental Disclosure of Cash Flow Information
   Cash Paid During the Year for:
      Interest                                                                              $ -                $ -
                                                                                        =======         ==========
      Income Taxes                                                                          $ -                $ -
                                                                                        =======         ==========
</TABLE>
See Accountants Review Report



<PAGE>
<TABLE>
<CAPTION>

                            TONGA CAPITAL CORPORATION
                  Statement of Stockholders' Equity (Deficit)
                                 March 31, 2004
                                  (Unaudited)

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

                                                                                       Additional
                                                     Common Stock                        Paid-In          Accumulated
                                                   # of Shares         Amount            Capital            Deficit          Totals
                                                   -----------         ------            -------            -------          ------

Balance - December 31, 1998                           3,377,539         $ 33,775          $ 601,760         $ (635,535)         $ -
                                                      ---------         --------          ---------         ----------    ----------
Net Loss for Year                                             -                -                  -                  -            -

Balance - December 31, 1999                           3,377,539           33,775            601,760           (635,535)           -
                                                      ---------         --------          ---------         ----------    ----------
Net Loss for Year                                             -                -                  -                  -            -
                                                      ---------         --------          ---------         ----------    ----------
Balance - December 31, 2000                           3,377,539           33,775            601,760           (635,535)           -
                                                      ---------         --------          ---------         ----------    ----------
Net Loss for Year                                             -                -                  -            (50,000)     (50,000)
                                                      ---------         --------          ---------         ----------    ----------
Balance - December 31, 2001                           3,377,539           33,775            601,760           (685,535)     (50,000)
                                                      ---------         --------          ---------         ----------    ----------
Issuance of stock for Asset Acquistion 8/02              12,500              125                  -                  -          125
Net Loss for Year                                             -                -                  -               (450)        (450)
                                                      ---------         --------          ---------         ----------    ----------
Balance - December 31, 2002                           3,390,039           33,900            601,760           (685,985)     (50,325)
                                                      ---------         --------          ---------         ----------    ----------
Net Loss for Year                                             -                -                  -            (39,850)     (39,850)
                                                      ---------         --------          ---------         ----------    ----------
Balance - December 31, 2003                           3,390,039           33,900            601,760           (725,835)     (90,175)
                                                      ---------         --------          ---------         ----------    ----------
Net Profit/Loss for Period                                    -                -                  -                  -            -
                                                      ---------         --------          ---------         ----------    ----------
Balance - March 31, 2004                              3,390,039         $ 33,900          $ 601,760         $ (725,835)   $ (90,175)
                                                      =========         ========          =========         ==========    ==========
</TABLE>
See Accountants Review Report

<PAGE>


                            TONGA CAPITAL CORPORATION
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)





Note 1 - Presentation of Interim Information:

In the opinion of the management of Tonga Capital Corporation the accompanying
unaudited financial statements include all normal adjustments considered
necessary to present fairly the financial position as of March 31, 2004 and the
results of operations for the three-months ended March 31, 2004 and 2003, and
cash flows for the three-months ended March 31, 2004 and 2003. Interim results
are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-Q, and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 2003.

Note 2 - Going Concern:

The Company's financial statement have been presented on the basis that they are
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.


<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  Corporation,"  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's  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 2004 and any Current Reports on Form 8-K filed by the
Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $0 cash capital at the end of the period and current liabilities
exceeded current assets by $90,000.  The Company will be forced to either borrow
or make 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.

Results of  Operations  for the Quarter  Ended  March 31, 2004  compared to same
period in 2003.
- - ----------------------------------------------------------------------------
The Company had no revenue or operations for the period. The Company incurred no
general  and  administrative  expenses  in the  period in 2004 and in 2003.  The
Company had no loss on operations for the period in 2004 or 2003.

The profit/loss per share was none in the period in 2004 in 2003.


<PAGE>

     (b) Liquidity and Capital Resources.  At March 31, 2004, the Company had no
cash or other liquid assets with which to conduct  operations,  except inventory
held for  sale.  There  can be no  assurance  that the  Company  will be able to
complete its business  plan and to exploit fully any business  opportunity  that
management may be able to locate on behalf of the Company.  Due to the lack of a
specified business opportunity,  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  and its  counsel  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 and its
counsel may facilitate  development  of the business  plan. For the  foreseeable
future,  the  Company  through  its  management  and  counsel  intend  to pursue
acquisitions  as a means to develop the Company.  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.  There was no significant
change in working capital during this quarter.

NEED FOR ADDITIONAL FINANCING

     The Company does not have 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 have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the goal of carrying  out any  business.  There is no  assurance,
however, that without funds it will ultimately allow registrant to carry out any
business.

The  Company  will  need to raise  additional  funds  to  conduct  its  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 might seek to
compensate providers of services by issuances of stock in lieu of cash.


<PAGE>


     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the  Company to  continue as a "going  concern."  The  Company has no  business,
limited capital,  debt in excess of $123,000,  all of which is current, no cash,
nominal other assets, and no capital commitments. The effects of such conditions
could easily be to cause the Company's bankruptcy.

     Management  hopes to develop its business  plan and will need,  at which to
seek and obtain funding, via loans or private placements of stock for operations
debt 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:

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

b.       Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.


<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.
- - ----------------------------------------

         (Not applicable)

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

         (Not applicable)

Item 5. Other Information.
- - --------------------------

         (Not applicable)

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

         8-A12G filed 3/3/2004




<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: May 24, 2004
                                                     /s/Roger K. Juhnke
                                                    -------------------------
                                                    Roger K. Juhnke, President