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: June 30, 2004


                        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.)

6590 E. Lake Pl., Centennial, CO               80111
- -------------------------------              ---------
(Address of principal executive offices)     (Postal Code)


        Registrant's telephone number, including area code (303) 570-6093
                                                           --------------

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 June 30, 2003, 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

                         SIX-MONTHS ENDED JUNE 30, 2004
                                   (UNAUDITED)






<PAGE>



                          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


                           ACCOUNTANT'S REVIEW REPORT



Board of Directors
Tonga Capital Corporation
Denver, CO


We have reviewed the accompanying balance sheet of Tonga Capital Corporation as
of June 30, 2004 and the related statement of operations for the three and six
months ended June 30, 2004 and 2003 and the related cash flows for the
six-months ended June 30, 2004 and 2003, included in the accompanying Securities
and Exchange Commission Form 10-QSB for the period ended June 30, 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 and the standards
of PCAOB.

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 June
30, 2004 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.


Michael Johnson & Co., LLC
August 9, 2004
<PAGE>
<TABLE>
<CAPTION>

                           TONGA CAPITAL CORPORATION
                                 Balance Sheets
                                  (Unaudited)


<S>                                                                          <C>                        <C>





                                                                                 June 30,                 December 31,
                                                                                   2004                       2003
                                                                             ------------------         ------------------
ASSETS:

Current assets:

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

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


Fixed Assets:
     Machinery & Patents                                                                     -                     33,625
                                                                             ------------------         ------------------

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

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


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:

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

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

Stockholders' Equity:
Common Stock, $.01 par value; 500,000,000 shares
   authorized, 24,390,039 shares issued and outstanding                                243,900                     33,900
Additional Paid-In Capital                                                             766,760                    601,760
Deficit accumulated during the exploratory stage                                    (1,010,660)                  (725,835)
                                                                             ------------------         ------------------
Total Stockholders' Deficit                                                                  -                    (90,175)
                                                                             ------------------         ------------------

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


</TABLE>


See Accountants Review Report
<PAGE>
<TABLE>
<CAPTION>

                           TONGA CAPITAL CORPORATION
                            Statements of Operations
                                  (Unaudited)

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


                                                           Three-Months Ended                    Six-Months Ended
                                                               June 30,                             June 30,
                                                         2004              2003               2004              2003
                                                         ----              ----               ----              ----

Revenue:                                                      $ -               $ -                $ -               $ -
                                                        ---------         ---------          ---------         ---------
Expenses:
   General and Administrative                             251,200                 -            251,200                 -
                                                        ---------         ---------          ---------         ---------
Total Expenses                                            251,200                 -            251,200                 -
                                                        ---------         ---------          ---------         ---------
Other Income/Loss
   Write-off of Asset                                     (33,625)                -            (33,625)                -
                                                        ---------         ---------          ---------         ---------
Net Profit (Loss)                                       $(284,825)              $ -          $(284,825)              $ -
                                                        =========         =========          =========         =========
Per Share Information:

   Weighted average number of
     common shares outstanding                          3,377,539         3,377,539          3,377,539         3,377,539
                                                        ---------         ---------          ---------         ---------
Net Profit (Loss) per Common Share                        *                 *                  *                 *
                                                        =========         =========          =========         =========

* Less than $.01

See Accountants Review Report

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                           TONGA CAPITAL CORPORATION
                            Statement of Cash Flows
                                  (Unaudited)
<S>                                                                                     <C>                  <C>

                                                                                         Six-Months Ended
                                                                                                 June 30,
                                                                                        2004               2003

Cash Flows from Operating Activities:
Net Profit/(Loss)                                                                       $(284,825)               $ -
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Increase (Decrease) in Accrued Expenses                                                (70,900)           (16,500)
   Decrease (Increase) in Prepaid Expenses                                                (52,900)                 -
                                                                                        ---------            -------
Net Cash Provided by Operating Activiites                                                (408,625)           (16,500)

Cash Flows from Investing Activities:
   Write-off of Asset                                                                      33,625                  -
   Proceeds from Sale of Inventory & Machinery                                                  -             16,500
                                                                                        ---------            -------
Net Cash Provided by Investing Activities                                                  33,625             16,500
                                                                                        ---------            -------
Cash Flows from Financing Activities:
   Sale of stock for cash                                                                 375,000                  -
                                                                                        ---------            -------
Net Cash Used for Financing Activities                                                    375,000                  -
                                                                                        ---------            -------
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                                                                            $ -                $ -
                                                                                        =========            =======

See Accountants Review Report

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                           TONGA CAPITAL CORPORATION
                  Statement of Stockholders' Equity (Deficit)
                                 June 30, 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 Profit for Year                                           -                -                  -            (39,850)     (39,850)
                                                     ----------        ---------          ---------        -----------     ---------
Balance - December 31, 2003                           3,390,039           33,900            601,760           (725,835)     (90,175)
                                                     ----------        ---------          ---------        -----------     ---------
Issuance of stock for cash                           21,000,000          210,000            165,000                  -      375,000
Net Profit for Period                                         -                -                  -           (284,825)    (284,825)
                                                     ----------        ---------          ---------        -----------     ---------
Balance - June 30, 2004                              24,390,039        $ 243,900          $ 766,760        $(1,010,660)         $ -
                                                     ==========        =========          =========        ===========     =========
See Accountants Review Report

</TABLE>

<PAGE>
                           TONGA CAPITAL CORPORATION
                          Notes to Financial Statements
                                  June 30, 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 June 30, 2004 and the
results of operations for the three and six months ended June 30, 2004 and 2003,
and the related cash flows for the six-months ended June 30, 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-QSB,
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 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 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 - Purchase Agreement:

On June 24, 2004 a share purchase agreement was signed by Ultimate Investments
Corp. for 21,000,000 shares of stock for a purchase price of $375,000.




<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.


Item 2. Management's Discussion and Analysis or Plan of Operation.
- - ------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had  $0  cash  capital  at  the  end of  the  period  and  current
liabilities.  The  Company  will need to  either  borrow  money 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 June 30,  2004  compared to same
period in 2003.
----------------------------------------------------------------------------

The Company had no revenue or operations  for the period.  The Company  incurred
$251,200 in general and  administrative  expenses in the period in 2004 and none
in 2003 in  relation  to its  becoming  traded on the OTCBB and  control  being
purchased by a private  placement of stock to acheive capital to pay off debt of
$80,000.  The company  incurred  consulting  fees, legal and accounting costs of
$295,000. Company had a loss on operations for the period of ($251,200) together
with a write off of assets of ($33,625)  for a net loss of  ($284,825)  in 2004
and no loss in 2003.  The net loss per share was ($.011)  based upon  24,390,039
shares issued and outstanding.


<PAGE>

Results of Operations for Six Month Period Ended June 30, 2004 compared to same
period in 2003.
--------------------------------------------------------------------------------

The Company had no revenue or operations  for the period.  The Company  incurred
$251,200 in general and  administrative  expenses in the period in 2004 and none
in 2003 in  relation  to its  becoming  traded on the OTCBB and  control  being
purchased by a private  placement of stock to acheive capital to pay off debt of
$80,000.  The company  incurred  consulting  fees, legal and accounting costs of
$295,000. Company had a loss on operations for the period of ($251,200) together
with a write offf of assets of ($33,625)  for a net loss of  ($284,825)  in 2004
and no loss in 2003.  The net loss per share was ($.011)  based upon  24,390,039
shares issued and outstanding.


       Liquidity  and Capital  Resources.  At June 30, 2004,  the Company had
minimal cash or other assets with which to conduct  operations.  There can be no
assurance that the Company will be able to commence a 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.  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, 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 to seek and
obtain 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:

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-K filed June 25, 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: August 18, 2004
                                                     /s/Jeffrey Ploen
                                                    -------------------------
                                                    Jeffrey Ploen, President