SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB/A

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

                 For the Quarterly Period ended: March 31, 2002


                        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.)

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, 2002, 3,377,539 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, 2002, included in the Company's Form 10-KSB.

<PAGE>

                            TONGA CAPITAL CORPORATION

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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




          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Tonga Capital Corporation
McPherson, KS


We have reviewed the accompanying balance sheet of Tonga Capital Corporation for
March 31, 2002 and the related statement of operations and cash flows for the
three-months ended March 31, 2002 and 2001, included in the accompanying
Securities and Exchange Commission Form 10QSB for the period ended March 31,
2002. 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, 2001, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated January 24,
2002, 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, 2002 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.


Michael Johnson & Co., LLC
April 26, 2002

/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>
                           TONGA CAPITAL CORPORATION
                                 Balance Sheets
                                  (Unaudited)

<S>                                                                         <C>                       <C>




                                                                               March 31,                December 31,
                                                                                  2002                      2001
                                                                            -----------------         ------------------
ASSETS:

Current assets:

   Cash                                                                                  $ -                        $ -

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

TOTAL ASSETS                                                                             $ -                        $ -
                                                                            =================         ==================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:

   Accrued Expenses                                                                 $ 50,000                   $ 50,000
                                                                            -----------------         ------------------

                                                                            -----------------         ------------------
Total Current Liabilities                                                             50,000                     50,000
                                                                            -----------------         ------------------

Stockholders' Equity:
Common Stock, $.01 par value; 500,000,000 shares
   authorized, 3,377,539 shares issued and outstanding                                33,775                     33,775
Additional Paid-In Capital                                                           601,760                    601,760

Deficit accumulated during the development stage                                    (685,535)                  (685,535)
                                                                            -----------------         ------------------

Total Stockholders' Deficit                                                          (50,000)                   (50,000)
                                                                            -----------------         ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $ -                        $ -
                                                                            =================         ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>
                           TONGA CAPITAL CORPORATION
                            Statements of Operations
                                  (Unaudited)

<S>                                                             <C>                <C>


                                                                     Three-Months Ended
                                                                          March 31,
                                                                   2002                2001
                                                                   ----                ----

Revenue                                                               $ -                 $ -

Expenses:
   General and Administrative                                           -              50,000
                                                                ---------          ----------
Total Expenses                                                          -              50,000
                                                                ---------          ----------
Net (Loss)                                                            $ -           $ (50,000)
                                                                =========          ==========


Per Share Information:

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

* Less than $.01
</TABLE>
The accompanying notes are an integral part of these financial statements.




<PAGE>
<TABLE>
<CAPTION>
TONGA CAPITAL CORPORATION
Statement fo Stockholders' Equity (Deficit)
March 31, 2002
(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)
                                                   ---------          --------          ---------          ----------      ---------
Net Loss for Period                                        -                 -                  -                   -             -
                                                   ---------          --------          ---------          ----------      ---------
Balance - March 31, 2002                           3,377,539          $ 33,775          $ 601,760          $ (685,535)    $ (50,000)
                                                   =========          ========          =========          ===========     =========
</TABLE>
The accompanying notes are an integral part of these financial statements.



<PAGE>
<TABLE>
<CAPTION>
                           TONGA CAPITAL CORPORATION
                            Statement of Cash Flows

                                  (Unaudited)

<S>                                                                                      <C>                <C>

                                                                                             Three-Months Ended
                                                                                                  March 31,
                                                                                           2002              2001
                                                                                           ----              ----

Cash Flows from Operating Activities:
Net Loss                                                                                   $ -                $ -
  Adjustments to reconcile net loss to cash used in
    operating activities:

   Increase (Decrease) in Accounts Payable                                                   -              $50,000


   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>

The accompanying notes are an integral part of theses financial statements.




<PAGE>

                            TONGA CAPITAL CORPORATION
                          Notes to Financial Statements
                                 March 31, 2002
                                   (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, 2002 and the
results of operations for the three-months ended March 31, 2002 and 2001, and
cash flows for the three-months ended March 31, 2002 and 2001. 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, 2001, and the reader
is cautioned to review the Audited Financial Statements for the year ended
December 31, 2001 and accompanying footnotes thereto.

<PAGE>


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
exceeded current assets by $50,000.  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, 2002  compared to same
period in 2001.
- - ----------------------------------------------------------------------------
The Company had no revenue or operations for the period. The Company incurred no
general and  administrative  expenses in the period in 2002 but incurred $50,000
in expenses in the period in 2001. The Company had no loss on operations for the
period in 2002 but lost ($50,000) in the period of 2001.

The profit/loss per share was none in the period in 2002 and nominal in the
period in 2001.

     (b) Liquidity  and Capital  Resources.  At March 31, 2002,  the Company had
no cash or other assets with which to conduct  operations.  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.

<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

         No exhibits as set forth in Regulation SB, are considered necessary for
this filing.

         (b) Reports on Form 8-K

         None




<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: June 14, 2002
                                                     /s/Roger K. Juhnke
                                                    -------------------------
                                                    Roger K. Juhnke, President