EXHIBIT
      31.2








CERTIFICATION
      OF DISCLOSURE


PURSUANT
      TO 18 U.S.C. SECTION 1350,


AS
      ADOPTED PURSUANT TO SECTION 302


OF
      THE
      SARBANES-OXLEY ACT OF 2002








In
      connection with the Quarterly Report of Tonga Capital Corporation (the
      "Company") on Form 10-QSB (the "Report") for the period ended March 31, 2007
      as
      filed with the Securities and Exchange Commission on the date hereof. I, Stuart
      C. Cater, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act
      of
      2002, that to the best of my knowledge and belief:





1.
      I
      certify that I have reviewed the Form 10-QSB of Tonga Capital
      Corporation;





2.
      Based
      on my knowledge, the Report does not contain any untrue statement of a material
      fact or omit a material fact necessary to make the statements made, in light
      of
      the circumstances under which such statements were made, not misleading with
      respect to the period covered by the Report;





3.
      Based
      on my knowledge, the financial statements and other financial information
      included in the Report fairly present in all material respects the financial
      condition, results of operations, and cash flows of the issuer, as of, and
      for,
      the period presented in the Report;





4.
      The
      small business issuer's, other certifying officers, and I are responsible for
      establishing and maintaining disclosure controls and procedures (as such term
      is
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
      over
      financial reporting as defined in Exchange Act Rules 13a-15f and 15d-15f for
      the
      small business issuer and have:





a.
      Designed such disclosure controls and procedures or caused such disclosure
      controls and procedures to be designed under our supervision to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by other within those entities,
      particularly during the period in which this Report is being
      prepared;





b.
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting,
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;





c.
      Evaluated the effectiveness of the small business issuer's disclosure controls
      and procedures and presented in this Report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this Report based on such evaluation; and





d.
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer's fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer's internal
      control over financial reporting; and










5.
      The
      small business issuer's, other certifying officers, and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer's auditors and the audit committee of the small
      business issuer's Board of Directors (or persons fulfilling the equivalent
      function);





a.
      All
      significant deficiencies in the design or operation of internal control over
      financial reporting, which are reasonably likely to adversely affect the small
      business issuers ability to record, process, summarize, and report financial
      information; and





b.
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.








Dated:
      May 15, 2007


Name:
      Stuart C. Cater








/s/
      Stuart C.
      Cater


Position:
      Chief Financial Officer