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, 2000
[ ] 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 Identification No.)
incorporation or organization)
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 [ X] No [ ]
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 May 10, 2000 3,598,000 shares of
common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
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FORM 10-QSB
COMET TECHNOLOGIES, INC.
INDEX
Page
PART I. Financial Information 3
Balance Sheets as of June 30, 2000 and
December 31, 1999 3
Statements of Operations for the Three
Months and Six Months Ended June 30, 2000
and 1999 and From Inception on
February 7, 1986 Through June 30, 1999 4
Statements of Cash Flows for the Three
Months and Six Months Ended June 30, 2000
and 1999 and From Inception on
February 7, 1986 Through June 30, 1999 5
Notes to the Financial Statements 6
Management's Discussion and Analysis of
Financial Condition 8
PART II. Other Information 9
Exhibits and Reports on Form 8-K 9
Signatures 9
2
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PART I.
Financial Information
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 198,558 $ 199,075
Total Current Assets 198,558 199,075
TOTAL ASSETS $ 198,558 $ 199,075
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Taxes payable $ 100 $ 100
Total Current Liabilities 100 100
TOTAL LIABILITIES 100 100
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 (43,701) (43,184)
Total Stockholders' Equity 198,458 198,975
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 198,558 $ 199,075
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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,
2000 1999 2000 1999 2000
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 3,106 2,325 5,147 2,985 176,841
Total Expenses 3,106 2,325 5,147 2,985 176,841
LOSS FROM OPERATIONS (3,106) (2,325) (5,147) (2,985) (176,841)
OTHER INCOME (LOSS)
Dividend income - - - - 5,493
Interest income 2,382 2,158 4,630 2,741 134,297
Unrealized loss from
marketable securities - - - - (6,650)
Total Other Income (Loss) 2,382 2,158 4,630 2,741 133,140
NET LOSS $ (724) $ (167) $ (517) $ (244) $(43,701)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $(0.00) $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 3,598,000 3,598,000 3,598,000 3,598,000
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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,
2000 1999 2000 1999 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (724) $ (167) $ (517) $ (244) $(43,701)
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) -
Increase in taxes payable - - - - 300
Increase (decrease) in accounts
payable (857) 153 - 1,322 (201)
Net Cash Used by Operating
Activities (1,581) (14) (517) (821) (43,301)
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 (1,581) (14) (517) (821) 198,558
CASH AT BEGINNING OF PERIOD 200,139 200,268 199,075 201,075 -
CASH AT END OF PERIOD $198,558 $200,254 $198,558 $200,254 $198,558
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
5
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COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
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
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Loss (Numerator) $ (724) $ (167) $ (517) $ (244)
Shares (Denominator) 3,598,000 3,598,000 3,598,000 3,598,000
Per Share Amount $ (0.00) $ (0.00) $ (0.00) $ (0.00)
The computation of basic earnings per share of common
stock is based on the weighted standard 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 $43,700
at June 30, 2000 expire in 2020. 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.
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COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 - 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.
Results of Operations
Six Months periods Ended June 30, 2000 and 1999
The Company had no revenue from continuing operations for the
periods ended June 30, 2000 and 1999.
General and administrative expenses for the three month periods
ended June 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $5,147 and $2,985 for
the six-month periods ended June 30, 2000 and 1999, respectively.
The Company's cash is invested in short-term, liquid cash
equivalents. Interest income in the six-month periods ended June
30, 2000 and 1999, was $4,630 and $2,741, respectively. As a
result of the foregoing factors, the Company realized a net loss
of $517 for the six months ended June 30, 2000, as compared to a
net loss of $244 for the same period in 1999.
Liquidity and Capital Resources
At June 30, 2000, the Company had working capital of
approximately $198,458, as compared to $199,075 at December 31,
1999. 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.
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.
8
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PART II. OTHER INFORMATION
Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by
the Company during the quarter ended June 30, 2000.
Exhibits: Included only with the electronic filing of this
report is the Financial Data Schedule for the six-month period
ended June 30, 2000 (Exhibit ref. No. 27).
SIGNATURES
In accordance with the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
COMET TECHNOLOGIES, INC.
Date: August 8, 2000 By: /s/ Jack Gertino, Secretary/Treasurer
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