U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Amendment No. 1
COMET TECHNOLOGIES, INC.
(Name of Small Business Issuer in its charter)
Commission File No. 0-26059
Nevada 87-0430322
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
10 West 100 South, Suite 610, Salt Lake City, Utah 84101
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (801) 532-7851
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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By this reference to its Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999 ("Form 10-QSB"), Comet Technologies,
Inc. ("Company"), hereby incorporates into its Form 10-SB as
filed with the Securities and Exchange Commission on May 13, 1999
("Form 10-SB"), the following items:
Under "Item 13. Financial Statements" of the Form 10-SB, the
Company's Balance Sheets as of June 30, 1999 (unaudited) and
December 31, 1998; Statements of Operations (unaudited) for the
three months and six months ended June 30, 1999 and 1998, and,
inception to June 30, 1999; Statements of Cash Flows (unaudited)
for the three months and six months ended June 30, 1999 and 1998,
and, inception to June 30, 1999; and the notes to said financial
statements appearing under "Item 1. Financial Statements" of Part
I of the Form 10-QSB; and
Under "Item 2. Management's Discussion and Analysis or Plan of
Operation" of the Form 10-SB, the discussion appearing under
"Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation" of Part I of the Form 10-QSB.
Included as Exhibit No. 1 to this filing is a complete copy of
the Form 10-QSB (Exhibit Ref. No. 13).
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this Amendment No. 1 to its
registration statement on Form 10-SB to be signed on its behalf
by the undersigned thereunto duly authorized.
COMET TECHNOLOGIES, INC.
Date: July 9, 1999 By: /s/ Jack M. Gertino, Secretary/ Treasurer
Exhibit No. 1
Comet Technologies, Inc.
Form 10-SB/A, Amendment No. 1
File No. 0-26059
U.S. 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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-26059
COMET TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0430322
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
10 West 100 South, Suite 610, Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 532-7851
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ ] No
[ X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
3,598,000 shares of common stock.
<PAGE>
FORM 10-QSB
COMET TECHNOLOGIES, INC.
INDEX
Page
PART I. Financial Information
Item 1. Financial Statements
Balance Sheets - June 30, 1999 and
December 31, 1998 3
Statements of Operations - Three Months and
Six Months Ended June 30, 1999 and 1998, and 4
Inception to June 30, 1999
Statements of Cash Flows - Three Months and
Six Months Ended June 30, 1999 and 1998, 5
and Inception to June 30, 1999
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition or Plan of Operation 8
PART II. Other Information 9
Signatures 9
PART I.
Financial Information
Item 1. Financial Statements
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
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COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ 200,254 $201,075
Prepaid expenses 2,000 101
Total Current Assets 202,254 201,176
TOTAL ASSETS $ 202,254 $201,176
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,568 $2,246
Taxes payable 100 100
Total Current Liabilities 3,668 2,346
TOTAL LIABILITIES 3,668 2,346
STOCKHOLDERS' EQUITY
Common stock: 20,000,000 shares authorized
of $0.001 par value, 3,598,000 shares
issued and outstanding 3,598 3,598
Additional paid-in capital 238,561 238,561
Deficit accumulated during the
development stage (43,573) (43,329)
Total Stockholders' Equity 198,586 198,830
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $202,254 $201,176
The accompanying notes are an integral part of these financial statements.
<PAGE>
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the February 7,
Three Months Ended Six Months Ended 1986 Through
June 30, June 30, June 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 2,325 3,952 2,985 5,598 166,718
Total Expenses 2,325 3,952 2,985 5,598 166,718
LOSS FROM OPERATIONS (2,325) (3,952) (2,985) (5,598) (166,718)
OTHER INCOME (LOSS)
Dividend income - - - - 5,493
Interest income 2,158 1,866 2,741 3,732 124,302
Unrealized loss from
marketable securities - - - - (6,650)
Total Other Income (Loss) 2,158 1,866 2,714 3,732 123,145
NET LOSS $ (167) $(2,086) $ (244) $(1,866) $(43,573)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
The accompanying notes are an integral part of these financial
statements.
<PAGE>
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the For the February 7,
Three Months Ended Six Months Ended 1986 Through
June 30, June 30, June 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (167) $ (2,086) $ (244) $ (1,866) $ (43,573)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Amortization - - - - 301
Changes in operating
assets and liabilities:
Increase in prepaid
expenses - - (1,899) - (2,000)
Increase in taxes
payable - - - - 300
Increase (decrease) in
accounts payable 153 - 1,322 - 3,367
Net Cash Used by
Operating Activities (14) (2,086) (821) (1,866) (41,605)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Organizational costs - - - - (300)
Net stock offering proceeds - - - - 242,159
Net Cash Provided by
Financing Activities - - - - 241,859
NET INCREASE (DECREASE)
IN CASH (14) (2,086) (821) (1,866) 200,254
CASH AT BEGINNING OF PERIOD 200,268 201,028 201,075 200,808 -
CASH AT END OF PERIOD $200,254 $198,942 $200,254 $198,942 $200,254
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE>
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Comet
Technologies, Inc. The Company was incorporated in the
State of Nevada on February 7, 1986. The Company was
incorporated for the purpose of providing a vehicle which
could be used to raise capital and seek business
opportunities believed to hold a potential for profit.
The Company has not presently identified a specific
business area or direction that it will follow.
Therefore, no principal operations have yet begun.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has adopted a
calendar year end.
c. Basic Earnings Per Share
The computation of basic earnings per share of common
stock is based on the weighted average number of shares
outstanding during the period of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be
cash equivalents.
e. Income Taxes
No provision for income taxes has been accrued because
the Company has net operating losses from inception. The
net operating loss carryforwards of approximately $43,500
at June 30, 1999 expire in 2002 through 2014. No tax
benefit has been reported in the financial statements
because the Company is uncertain if the carryforwards
will expire unused. Accordingly, the potential tax
benefits are offset by a valuation account of the same
amount.
f. Unaudited Financial Statements
The accompanying unaudited financial statements include
all of the adjustments which, in the opinion of
management, are necessary for a fair presentation. Such
adjustments are of a normal recurring nature.
g. Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 2 - PUBLIC OFFERING OF UNITS
In July of 1986, the Company completed a public offering
of 2,500,000 shares of its previously authorized but
unissued common stock to the public. An offering price
of $0.10 per share was arbitrarily determined by the
Company. Offering costs totaled $32,841 and were offset
against capital in excess of par value. The net proceeds
to the Company from the offering were $217,159, which
equals $250,000 minus offering costs of $32,841.
NOTE 3 - PREFERRED STOCK
None of the Company's authorized 5,000,000 shares of
preferred stock is issued and outstanding and the Company
currently has no plans to issue any preferred stock. The
Company's board of directors has authority, without
action by the shareholders, to issue all or any portion
of the authorized but unissued preferred stock in one or
more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion
rights and other rights of such series. The preferred
stock, if and when issued, may carry rights superior to
those of the common stock.
NOTE 4 - STOCK OPTIONS AND WARRANTS
On March 11, 1999, the Company granted options to
purchase 200,000 shares of common stock to each of the
three officers and directors. On the same day, a warrant
was issued to the Company's attorney to purchase 50,000
shares of common stock. The stock options and warrants
granted are for a total of 650,000 shares of common stock
and are issued as compensation for services rendered to
the Company. All stock options and warrants have an
exercise price of $0.1875 per share and expire in March
2009.
NOTE 5 GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the relation of assets
and liquidation of liabilities in the normal course of
business. However, the Company does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to complete a
limited offering of its common stock. In the interim,
shareholders of the Company have committed to meeting its
minimal operating expenses.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Results of Operations
Six Months periods Ended June 30, 1999 and 1998
The Company had no revenue from continuing operations for the
periods ended June 30, 1999 and 1998.
General and administrative expenses for the six month periods
ended June 30, 1999 and 1998, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $2,985 and $5,598 for
the six-month periods ended June 30, 1999 and 1998, respectively.
The Company's cash is invested in short-term, liquid cash
equivalents. Interest income in the six-month periods ended June
30, 1999 and 1998, was $2,741 and $3,732, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $244 for the six months ended June 30, 1999, as compared
to a net loss of $1,866 for the same period in 1998.
Liquidity and Capital Resources
At June 30, 1999, the Company had working capital of
approximately $198,586, as compared to $198,830 at December 31,
1998. Working capital as of both dates consisted substantially
of short-term investments, and cash and cash equivalents.
Although the Company's most significant assets consist largely of
cash and cash equivalents, the Company has no intent to become,
or hold itself out to be, engaged primarily in the business of
investing, reinvesting, or trading in securities. Accordingly,
the Company does not anticipate being required to register
pursuant to the Investment Company Act of 1940 and expects to be
limited in its ability to invest in securities, other than cash
equivalents and government securities, in the aggregate amount of
over 40% of its assets. There can be no assurances that any
investment made by the Company will not result in losses.
Management believes that the Company has sufficient cash and
short-term investments to meet the anticipated needs of the
Company's operations through at least the next 12 months.
However, there can be no assurances to that effect, as the
Company has no significant revenues and the Company's need for
capital may change dramatically if it acquires an interest in a
business opportunity during that period. The Company's current
operating plan is to (i) handle the administrative and reporting
requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition.
At present, the Company has no understandings, commitments or
agreements with respect to the acquisition of any business
venture, and there can be no assurance that the Company will
identify a business venture suitable for acquisition in the
future. Further, there can be no assurance that the Company
would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage any business
venture it acquires.
<PAGE>
PART II. OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Included only with the electronic filing of this
report is the Financial Data Schedule for the six-month period
ended June 30, 1999 (Exhibit Ref. No. 27).
REPORTS ON FORM 8-K: None
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMET TECHNOLOGIES, INC.
Date: July 9, 1999 By: /s/ Jack Gertino, Secretary/Treasurer
