SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-KSB



(Mark One)



[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the fiscal year ended April 30, 2005



OR



[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________ to __________





Commission file number 0-011013



COMSTOCK INDUSTRIES, INC.

--------------------------------

(Exact name of registrant as specified in its charter)





Florida                          65-1030375



(State or Other                     (IRS Employer

Jurisdiction of Incorporation)         Identification Number)





5100 Town Center Circle, Suite 430

Boca Raton, Florida 33486

----------------------------------------

(Address of Principal Executive Offices, Including Zip Code)



(561) 361-9326

---------------------

(Issuer's Telephone Number, Including Area Code)





Securities registered under Section 12(b) of the Exchange Act:



Title of Each Class                Name of Each Exchange

on Which Registered



None

None



Securities registered under Section 12(g) of the Exchange Act:



Common Stock, $.0001 par value



Check whether the registrant: (1) has filed all reports







required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such

shorter period that the registrant was required to file such

reports), and (2) has been subject to the filing requirements for at

least the past 90 days:



YES [X]   NO [  ]





Check if there is no disclosure of delinquent filers in

response to Item 405 of Regulation S-B in this form, and no

disclosure will be contained, to the best of registrant's knowledge,

in definitive proxy or information statements incorporated by

reference in Part III of this Form 10-KSB or any amendment to this

Form 10-KSB. [  ]



Issuer's revenues for its most recent fiscal year was $0.00



The aggregate market value of the voting and non-voting common

equity held by non-affiliates computed by reference to the price at

which the common equity was sold, or the average bid and asked price

of such common equity, as of a March 20, 2006 was $0.00.



At March 20, 2006 there were 8,185,885 shares of the

Registrant's Common Stock outstanding.







TABLE OF CONTENTS





PART I.



Item 1.   Description of Business.



Item 2.   Description of Property.



Item 3.   Legal Proceedings.



Item 4.   Submission of Matters to a Vote of Security Holders.



PART II



Item 5.   Market for Common Equity and Related Stockholder Matters.



Item 6.   Management's Discussion and Analysis or Plan of Operation.



Item 7.   Financial Statements.



Item 8.   Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure.





PART III



Item 9.   Directors and Executive Officers of Registrant.





Item 10.  Executive Compensation.



Item 11.  Security Ownership of Certain Beneficial Owners and

Management.



Item 12.  Certain Relationships and Related Transactions.



Item 13.  Exhibits, List and Reports on Form 8-K.



Item 14.  Controls and Procedures.



Item 15.  Principal Accountant Fees and Services.



Signatures



PART I.



Item 1.   Description of Business.



Background



We are the successor by merger (the "Merger") to Comstock

Industries, Inc., a Nevada corporation ("Comstock Nevada").

Comstock Nevada was originally incorporated on April 3, 1928 as

Canadian Metals Syndicate, Inc., and on March 28, 1983 Comstock

Nevada changed its name to Comstock Industries, Inc.  On July 10,

2000, Comstock Nevada changed its state of incorporation from Nevada

to Florida by means of a merger into a wholly-owned Florida

subsidiary, Comstock Industries Florida, Inc., which as a part of

the Merger changed its name to Comstock Industries, Inc.  As a

result of the Merger and pursuant to Rule 12g-3 under the Securities

Exchange Act of 1934 (the "Exchange Act"), we are deemed as a

successor issuer and we continue to file reports (collectively, the

"Reports") under the Exchange Act.



Prior to the Merger, we were a development stage company

seeking to engage in the mining business.  Our efforts to engage in

the mining business proved unsuccessful and over at least the last

four years we have not engaged in any meaningful business operations.

We continue to be considered as a development stage company, and we

had focused our business activities on seeking suitable merger or

acquisition candidates within the computer software,

telecommunications and medical services industries.  During the

prior four years we negotiated acquisition transactions with three

different United Kingdom based entities.  However, in each such

instance we were unsuccessful in finalizing a transaction.  We

continue to seek to locate viable merger or acquisition candidates

and we are currently engaged in preliminary negotiations with one

such candidate.  We are hopeful that such negotiations may result in

a transaction that would be beneficial to us.  Since such negotiations

are just beginning , we are unable to predict whether such

negotiations will continue or if they continue, the nature of the

terms and conditions that may ultimately result.  Accordingly, we

are uncertain that the negotiations will result in a viable

transaction or any of the terms and conditions that may be

associated therewith.





We have no employees other than Atul Sharma who serves as our

President, principal executive officer, corporate secretary and

principal financial officer.  Mr. Sharma also serves as our sole

director.  Atul Sharma replaced Mr. Stephen Whatmore in those

capacities on December 31, 2002 as a result of the resignation of

Stephen Whatmore.  Stephen Whatmore resigned in order to pursue

other opportunities, and at the time of such resignation, no

disagreement existed between Mr. Whatmore and us relating to our

operations, policies or practices.  We expect to compensate

Mr. Whatmore for his past services to us by agreeing to provide him

with cash compensation in the amount of $60,000, along with 100,000

shares of our common stock.  Mr. Whatmore understands that we do not

presently have the ability to pay the cash compensation and any

agreement by us regarding payment of the cash compensation will

reflect that such payment will not be due unless and until certain

threshold amounts of capital have been raised by us.



Item 2.   Description of Property.



Our registered corporate office is located at 5100 Town Center

Circle, Suite 430, Boca Raton, Florida 33486 and our telephone

number at that office  is (561) 361-9326.  We do not pay rent for

the use of the facilities in Florida.Our activities in the United

Kingdom are undertaken from offices located at 39-40 Temple

Chambers, Temple Avenue, London EC4 Y0HP and our telephone number at

that office is 44 207 583 6388.  We do not pay rent for the use of

the facilities in the United Kingdom.



Item 3.   Legal Proceedings.



We are not currently involved in any legal proceedings.



Item 4.   Submission of Matters to a Vote of Security Holders.



None



PART II



Item 5.   Market for Common Equity and Related Stockholder Matters.



Our common stock is not currently traded or quoted, and no

trading of our common stock has occurred over the past several years.



As of March 20, 2006, there is no price quotation available for

our common stock.  As of March 20, 2006, we had 303 shareholders of

record.



We have never paid a cash dividend on our common stock.  It is

our present policy to retain earnings, if any, to finance the

development and growth of our business.  Accordingly, we do not

anticipate declaring any cash dividends in the foreseeable future.





Item 6.   Plan of Operation.



Forward Looking Statements





The information provided in this report may contain "forward

looking" statements or statements which arguably imply or suggest

certain things about our future. Statements which express that we

"believe", "anticipate", "expect", or "plan to" as well as other

statements which are not historical fact, are forward looking

statements within the meaning of the Private Securities Litigation

Reform Act of 1995.  These statements are based on assumptions that

we believe are reasonable, but a number of factors could cause our

actual results to differ materially from those expressed or implied

by these statements.  We do not intend to update these forward

looking statements.  Any potential investor reviewing this report is

advised to review the "Additional Cautionary Statements" section

below for more information about risks that could affect our

financial results.



The following discussion of our plan of operation should be

read in conjunction with the financial statements and the notes to

the statement included elsewhere in this report.



Overview



We are the successor by the Merger to Comstock Nevada.  On July

10, 2000, Comstock Nevada changed its state of incorporation from

Nevada to Florida by means of a merger into a wholly-owned Florida

subsidiary, Comstock Industries Florida, Inc., which as a part of

the Merger changed its name to Comstock Industries, Inc.  As a

result of the Merger and pursuant to Rule 12g-3 under the Exchange

Act, we are deemed as a successor issuer and we continue to file

Reports under the Exchange Act.



Prior to the Merger, we were a development stage company

seeking to engage in the mining business.  Our efforts to engage in

the mining business proved unsuccessful and over at least the last

four years we have not engaged in any meaningful business operations.

We continue to be considered as a development stage company, and we

had focused our business activities on seeking suitable merger or

acquisition candidates within the computer software,

telecommunications and medical services industries.  During the

prior four years, we negotiated acquisition transactions with three

different United Kingdom based entities.  However, in each such

instance we were unsuccessful in finalizing a transaction.  We

continue to seek to locate viable merger or acquisition candidates

and we are currently engaged in preliminary negotiations with one

such candidate.  We are hopeful that such negotiations may result in

a transaction that would be beneficial us.  Since such negotiations

are just beginning , we are unable to predict whether such

negotiations will continue or if the continue the nature of the

terms and conditions that may ultimately result.  Accordingly, we

are uncertain that the negotiations will result in a viable

transaction or any of the terms and conditions that may be

associated therewith.



We have no capital resources, and we have no known material

commitments for capital expenditures and no additional plans,

agreements or commitments concerning any transaction that would

require us to use a significant amount of capital.  We believe that

before we will be able to commence any business operations or



conclude any merger or acquisition, we will have to raise capital to

fund such operations or such merger or acquisition.  The capital

requirements might be substantial, but we are unable to estimate any

such capital requirements at this time.  We are uncertain that we

will be able to raise any capital in the future or if such capital

is raised that it will be on terms favorable to us.



We have no working capital.  To the extent that we have working

capital requirements over the next twelve months, we believe that we

may be able to obtain very limited amounts of capital from our

existing stockholders in the form of loans or capital contributions.

However, we can not be certain that we will be able to raise any

working capital or the terms upon which such working capital may be available, as and when required.



We do not have any current plans to conduct any product

research and development, nor do we currently expect to purchase or

sell any plant or significant equipment.  We currently have no plans

to significantly change our number of employees.



Off Balance Sheet Arrangements



We currently have no off balance sheet arrangements that have

or are reasonably likely to have a current or future effect upon our

financial condition, changes in financial condition, revenue or

expenses, results of operations, liquidity, capital expenditures or

capital resources that is material to investors.





Additional Cautionary Statements



Limited Operating History



We had not commenced any meaningful business operations, and

even if we are successful in concluding a merger or acquisition we

will still be in the development stage and we will require

substantial additional capital to continue and expand our

operations.  We do not expect to receive enough operating revenues

from any operations that we are able to commence to sustain our

continued development unless, and we expect to require substantial

additional financing.  We are unable to estimate our requirements

for capital, personnel and facilities that may be required over the

next twelve months in the event that we are able to commence

operations.  In formulating our business plan, we have relied upon

the judgment of our prior officer and director, who has recently

been replaced.  Because we have not yet initiated operations and

changed our management, we have no basis, other than the opinion of

current management, on which to estimate the amount of revenues that

any of our operations may generate or our operating or other

expenses.  We cannot assure you that our business strategy will be

successful or that we will successfully address these risks or

difficulties.



Risks of a Development Stage Company



Our prospects must be considered in light of the extraordinary

risks, unforeseen costs and expenses, problems and difficulties



which development stage companies normally encounter.  As a

development stage company we have not achieved profitability and

expect to continue to incur significant operating and capital

expenditures in the event that we are able to commence operations.

We cannot assure you that our business strategy will be successful

or that we will successfully address these risks or difficulties.

If we fail to address adequately any of these risks or difficulties

any business in which we were engaged would likely suffer.



Need for Additional Financing



Our ability to commence operations may be dependent upon, among

other things, receipt of substantial additional capital. If

additional funds are raised through the issuance of equity or

convertible debt securities, of which there can be no assurance, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences or

privileges senior to those of the rights of our current

shareholders.  We are uncertain of our ability to obtain additional

financing, or if such financing were to be made available, we are

not sure that the terms will be favorable to us.  If adequate funds

are not available or not available on acceptable terms, we may not

be able to commence operations or fund operations once commenced or

any expansion thereof.  If we fail to address adequately any of

these risks or difficulties our business would likely suffer.



No Assurance of Profitability; Anticipated Losses



We anticipate that, if we were able to commence operations, we

will incur net losses for the foreseeable future.  The extent of

these losses will be dependent upon many factors of which we are

presently not aware.  Accordingly, we can not assure you that we will

ever achieve or sustain operations, revenue or profitability.



Ability to Successfully Manage Anticipated Growth



We may not be able to successfully manage growth.  If we are

successful in commencing operations, our growth may place a

significant strain on any technical, financial and managerial

resources that we have.  As part of any such anticipated growth, we

may have to implement new operational and financial systems and

procedures and controls to expand, train and manage employees.  If

we are unable to effectively manage any such growth, our business

will be adversely affected.



Dependence on Key Personnel



We expect that our performance will be substantially dependent

on the performance of our executive officer and any other executive

officers that we may be able to attract.  We do not have "key

person" life insurance policies on our officer.  The loss of the

services of our executive officer or the inability to attract and

retain other key employees would have a material adverse effect on

our business, the results of our operations and our financial

condition.  Competition for appropriate personnel may be intense,

and we there can be no assurance that we will be successful in

attracting and retaining such personnel.  Our failure to



successfully manage our personnel requirements would have a material

adverse effect on our business, our results of operations and our

financial condition.





Item 7.   Financial Statements.





Comstock Industries, Inc.



Report of Independent Registered Public Accounting Firm & Financial Statements

April 30, 2005











































































Comstock Industries, Inc.



Table of Contents







Page



Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . .      1





Balance Sheet  April 30, 2005. . .. . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2





Statements of Operations for the Years Ended April 30, 2005 and 2004 and

for the period of Reactivation [May 1, 2001] through April 30, 2005 . . . . . . . . . . . . . . . .        3





Statements of Cash Flows for the Years Ended April 30, 2005 and 2004 and

for the period of Reactivation [May 1, 2001] through April 30, 2005 . . . . . . . . . . . . . . . .        4





Statements of Stockholders' Deficit for the Period from Reactivation

through April 30, 2005 .. . . . . . . . . . . . . . . . . . . . . . .         5





Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6  11











































REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders

Comstock Industries, Inc.



We have audited the accompanying balance sheet of Comstock Industries, Inc. as of April 30, 2005, and the related statements of stockholders deficit, operations, and cash flows for the year ended April 30, 2005 and 2004 and for the period from [May 1, 2001] through April 30,2005.  The financial statements of Comstock Industries, Inc. for the period from reactivation [May, 1, 2001] through April 30, 2002, were audited by other auditors whose report dated December 31, 2002, expressed an unqualified opinion on those statements.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal controls over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Comstock Industries, Inc. as of April 30, 2005 and the results of operations and cash flows for the years ended April 30, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has accumulated losses from operations, no assets, and a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern.  Management plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Mantyla McReynolds, LLC



Salt Lake City, Utah

September 8, 2005



Comstock Industries, Inc.

(A Development Stage Company)

Balance Sheet

April 30, 2005





[comstockindustriesinc10ks002.gif]





















See accompanying notes to financial statements



Comstock Industries, Inc.

(A Development Stage Company)

Statements of Operations

For the years ended April 30, 2005 and 2004 and for the

period from Reactivation [May 1, 2001] through April 30, 2005



[comstockindustriesinc10ks004.gif]















































- 12 -





See accompanying notes to financial statements.

Comstock Industries, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the years ended April 30, 2005 and 2004 and for the

Periods from Reactivation [May 1, 2001] through April 30, 2005



[comstockindustriesinc10ks006.gif]





























See accompanying notes to financial statements.



- 13 -







Comstock Industries, Inc.

Statements of Stockholders Deficit

For the period from Reactivation [May 1, 2001] through April 30, 2005







[comstockindustriesinc10ks008.gif][comstockindustriesinc10ks010.gif]





























See accompanying notes to financial statements.



- 14 -













NOTE 1

Organization and Summary of Significant accounting Policies



(a)

Organization



Comstock Industries, Inc. was originally organized under the laws of the State of Nevada on April 3, 1928.  The name of the Company was originally Canadian Metals Syndicate, but the name changed on March 28, 1983 to Comstock Industries, Inc. On July 10th, 2000 Comstock Industries Inc. (Nevada) merged with and into Comstock Industries Inc., Florida (a corporation in Florida) which changed its name to Comstock Industries, Inc. The Company was organized to engage in any lawful activity.  Accordingly, these financial statements contain operations of Comstock Industries, Incorporated.



(b)

Statement of Cash Flows



For purposes of the statements of cash flows, the Company considers cash on deposit in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company had $0 in cash as of April 30, 2005.



(c)

Use of Estimates in Preparation of Financial Statements



The preparation of financial statements in conformity with U. S. 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.





- xv -









(d)

Revenue Recognition



The Company recognizes revenues in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions.  Revenue is recognized as earned.



(e)

Income Taxes



The Company applies the provisions of Statement of Financial Accounting Standards No. 109 [the Statement], Accounting for Income Taxes.  The Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company=s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  See Note 4.



(f)

Per Share Amounts



In accordance with Financial Accounting Standards No. 128, AEarnings per Share,@ basic loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method.  No dilutive shares were outstanding during the period.



(g)

Impact of New Accounting Standards



In November 2004, FASB issued SFAS 151, Inventory Costs.  SFAS 151 amends the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) under the guidance in ARB 43, Chapter 4, Inventory Pricing.  SFAS 151 requires that items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal.  In addition, SFAS 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities.  This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  Management does not expect adoption of SFAS 151 to have a material impact on the Companys financial statements.



In December 2004, the FASB issued SFAS 123 (R), Share-Based Payment.  SFAS 123 (R) amends SFAS 123, Accounting for Stock-Based Compensation, and APB Opinion 25, Accounting for Stock Issued to Employees.  SFAS 123 (R) requires that the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements.  SFAS 123 (R) applies to all share-based payment transactions in which an entity acquires goods or services by issuing (or offering to issue) its shares, share options, or other equity instruments (except for those held by an ESOP) or by incurring liabilities (1) in amounts based (even in part) on the price of the Companys shares or other equity instruments, or (2) that require (or may require) settlement by the issuance of a companys shares or other equity



- 16 -









instruments.  This statement is effective for public companies qualifying as SEC small business issuers or nonpublic entities, as of the first interim period or fiscal year beginning after December 15, 2005.  For all other public companies, the statement is effective as of the first interim period or fiscal year beginning after June 15, 2005.  Management does not expect adoption of SFAS 123 (R) to have a material impact on the Companys financial statements.



In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets, an amendment to Opinion No. 29, Accounting for Nonmonetary Transactions.  Statement 153 eliminates certain differences in the guidance in Opinion No. 29 as compared to the guidance contained in standards issued by the International Accounting Standards Board.  The amendment to Opinion No. 29 eliminates the fair value exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  Such an exchange hascommercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for nonmonetary asset exchanges occurring in periods beginning after June 15, 2005.  Earlier application is permitted.  Management does not expect adoption of SFAS 153 to have a material impact on the Companys financial statements.



In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement 154 changes the requirements for the accounting for and reporting of a change in accounting principle. This statement requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine the period-specific effects or the cumulative effect of the change. Such an exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of accounting changes and corrections of error.  SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  Earlier application is permitted.  Management does not expect adoption of SFAS 154 to have a material impact on the Companys financial statements.





NOTE 2

LIQUIDITY/GOING CONCERN



The Company has accumulated losses from inception through April 30, 2005 amounting to $345,669 and has no assets or operations at April 30, 2005.  These factors raise substantial doubt about the Companys ability to continue as a going concern.



Management plans include raising capital to expand business operations, or seeking a well capitalized merger candidate.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.











- 17 -









NOTE 3

SHAREHOLDER LOAN / RELATED PARTY TRANSACTIONS



As of April 30, 2005, the Company has recorded a note payable to a shareholder for $14,000 for expenses the shareholder paid on behalf of the Company.  This note is non-interest bearing.  The principal is due on demand. This note is unsecured.



As of April 30, 2005 legal fees of $142,624 have been accrued to a shareholder. [See Note 7]  Also, accounting fees of $65,130 have been accrued to a separate shareholder.  This liability bears no interest and is due on demand.  The Company has recorded a related party liability of $207,754 as of April 30, 2005.





NOTE 4

INCOME TAXES



Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts.  A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized

..  

The tax provision differs from amounts that would be calculated by applying federal statutory rates to income before income taxes primarily because the valuation allowance for deferred tax assets increased by $9,646 from a balance of $37,086 as of April 30, 2004.  Deferred tax assets recognized for deductible temporary difference and loss carry forwards total $0, net of a valuation allowance of

$46,732

, as detailed below.



[comstockindustriesinc10ks012.gif]





The Company has the following operating loss carryforwards available at April 30, 2005:



[comstockindustriesinc10ks014.gif]





- 18 -









Reconciliation between income taxes at the statutory tax rate (20.5%) and the actual income tax provision for continuing operations follows:









NOTE 5

OFFICER COMPENSATION



A salary of $60,000 per annum will be awarded to the CEO, payable in arrears on successful re-activation of the symbol on a recognized trading exchange.  The total amount that would be payable as of April 30, 2005 is $120,000.  Management accrues a liability when it is probable and estimable.  Management has determined that it is not currently probable and thus the contingency has not been recorded.



The Company has agreed to award Atul Sharma, CEO, 100,000 shares (equivalent to $1,000) of restricted stock for serving as CEO. Mr. Sharma will also receive 200,000 shares (equivalent to $2,000) on successful reactivation of the symbol on a recognized trading exchange.  These shares have not yet been awarded. The company has not recorded this contingency.





NOTE 6

PREFERRED AND COMMON STOCK



The Company has 20,000,000 authorized shares of preferred stock at a par value of $0.0001.  The preferred shares have rights and preferences as the Board of Directors shall determine.  To date, the Board of Directors have not established any rights or preferences.  There are no preferred shares issued or outstanding.  The Company has 80,000,000 authorized common shares at a par value of $.0001. There are currently 8,185,885 shares issued and outstanding.







NOTE 7

SUBSEQUENT EVENTS



On June 22, 2005 the company reached a settlement agreement with Edward H. Gilbert. Both parties agreed to avoid the institution of litigation in connection with the outstanding balance of $142,623.64 owed to Mr. Gilbert.  The company agreed to remit $25,000 of the settlement funds no later than fifteen days after the company receives proceeds from a reorganization financing expected to be completed by June 30, 2006.  The Company also agreed to remit $25,000 of the settlement funds no later than fifteen days after Comstock received proceeds from a secondary financing agreement expected to be completed by the company by December 31, 2006. The company also agreed to issue 50,000 shares of its common stock to Mr. Gilbert no later than five days after the effective date of June 22, 2005.



- 19 -













Item 8.   Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure.



On approximately March 1, 2005, we engaged Mantyla McReynolds as our auditor in lieu of Samuel Klein and

Company.  Our prior auditors expressed an unqualified opinion as to our  financial statements for the years ended April 30, 2002, 2001, 2000 and 1999 assuming we were to continue as a going concern.  We determined to change our auditors as a result of a lower bid for the services.  We had no disagreements with our former auditors.





PART III

Item 9.   Directors and Executive Officers of the Registrant.



The following sets forth certain information with respect to our

current executive officers and directors. Each director holds such

position until our next annual meeting of shareholders and until

such party's respective successor has been elected and qualifies.

Any of our directors may be removed with or without cause at any

time by the vote of the holders of not less than a majority of our

then outstanding common stock.  Other than as otherwise provided in

an employment agreement, officers are elected annually by our board

of directors.  Any of our officers may be removed with or without

cause at any time by our board of directors although, in such event,

we may incur certain liabilities under an applicable employment

agreement.



<TABLE>

<S>                              <C>        <C>

Name and Address                 Age        Positions with the

Company



Atul Sharma, 39-40 Temple        44         President,

Chambers, Temple Avenue, London             Secretary, Director,

EC4 Y9HP United Kingdom                     Principal Executive

Officer, Principal

Financial Officer







Mr. Atul Sharma has been our president, secretary and treasurer and chief executive officer and a director since December 31, 2002, and our since December 31, 2003. Mr. Sharma trained as an

accountant with Price Waterhouse, thereafter he joined KPMG, where

he lead assignments for business review, systems implementation and

process re-engineering in sectors such as financial services,

utilities multinationals businesses and government. He then joined

Deloitte & Touche Management Consulting, Economics and Strategy

Division, where he led assignments for privatization, merger and

acquisitions, turnaround restructuring and financial management

worldwide.  He served as economics adviser to state and central

governments in India, Romania, Russia and Azerbaijan and formed his

own independent consulting practice based in London. Mr. Sharma is a

Fellow of the Chartered Association of Certified Accountants, UK., a



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Fellow of the institute of Management Consulting, UK (specializing

in finance, strategy & systems), a member of the Charity Finance

Directors Group, an IoD member, a member of the City of London

Company of Management Consultants and a Trustee of the Long Term

Medical Conditions Alliance Charity.



Board of Directors



Directors are elected to serve until the next annual meeting of

stockholders and until their successors have been elected and have

qualified. Officers are appointed to serve until the meeting of the

Board of Directors following the next annual meeting of stockholders

and until their successors have been elected and have qualified.



Section 16 Reporting



Our prior director did not timely file required Forms 3 after

appointment to our Board of Directors.



Based solely upon our review of Forms 3, 4 and 5 and amendments

thereto furnished to us under Rule 16a-3(a), we are not aware of any

other person who was a director, officer, or beneficial owner of

more than ten percent of our common stock and who failed to file

reports required by Section 16(a) of the Securities Exchange Act of

1934 in a timely manner.



Item 10.  Executive Compensation.



The following tables set forth information with respect to the

compensation received for the year ended April 30, 2005 by our

executive officers and our other most highly compensated

individuals. Except as otherwise described herein, no compensation

in excess of $100,000 was awarded to, earned by, or paid to any

executive officer or director during the years ended April 30, 2005

or 2004.





Name and Principal Position   Year                Annual Compensation

Salary    Bonus     Other



None





STOCK OPTIONS GRANTED IN 2005 FISCAL YEAR



None





Item 11.  Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.



The following table sets forth certain information regarding the

beneficial ownership of our common stock as of March 31, 2002 of:

(1) each person who is know to us to own beneficially more than 5%

of our common stock; (2) each of our directors and officers; and (3)

all of our directors and officers as a group:





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Name and Address         Amount of Beneficial     Approximate

of Beneficial Owner           Ownership (1)            Percent of

Class (1)



Atul Sharma(2)

39-40 Temple Chambers

Temple Avenue

London EC4 Y0HP

United Kingdom                0                        0.00



All directors and

officers as a group           0                        0.00



________________



(1) Unless otherwise noted below, we believe that all persons named

in the table have sole voting and investment power with respect to

all shares of our common stock beneficially owned by them. For

purposes hereof, a person is deemed to be the beneficial owner of

securities that can be acquired by such person within 60 days from

the date hereof upon the exercise of warrants or options or the

conversion of convertible securities.   Each beneficial owner's

percentage ownership is determined by assuming that any such

warrants, options or convertible securities that are held by such

person (but not those held by any other person) and which are

exercisable within 60 days from March 31, 2002, have been exercised.



(2) Mr. Sharma became our sole director, president, secretary,

principal executive officer and principal financial officer on

December 31, 2002



Item 12.  Certain Relationships and Related Transactions.



None





Item 13.  Exhibits, List and Reports on Form 8-K.



(a) Exhibits



The following is a list of exhibits filed as part of this annual

report on Form 10-KSB. Where so indicated by footnote, exhibits

which were previously filed are incorporated by reference. For

exhibits incorporated by reference, the location of the exhibit in

the previous filing is indicated in parentheses.



EXHIBIT NO.         DESCRIPTION



2.1                 Merger Agreement (2)

3.1                 Articles of Incorporation of Comstock Nevada(1)

3.2                 Bylaws of Comstock Nevada.(1)

3.3                 Articles of Incorporation of Comstock Florida. (2)

3.4                 Bylaws of Comstock Florida (2)

99.9                Certifications



(1) Previously filed with Form 10 of the Company dated March 5, 1983

and incorporated herein by reference.



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(2) Previously filed with Form 10QSB of the Company for the quarter

ended July 31, 2000 and filed on August 15, 2000



(b) Reports on Form 8-K



None





Item 14.  Controls and Procedures.



Our principal executive officer and our principal financial

officer, Atul Sharma is responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules

13a-14 and 15d-14) for us and Mr. Sharma has (i) designed such

disclosure controls and procedures to ensure that material

information relating to us, including our consolidated subsidiaries,

is made known to us by others within those entities, particularly

during the period in which this annual report is being prepared;

(ii) evaluated the effectiveness of our disclosure controls and

procedures as of a date within 90 days prior to the filing date of

this annual report (the "Evaluation Date"); and (iii) has disclosed

to us that he is not aware of any significant deficiencies in the

design or operation of internal controls which could adversely

affect our ability to record, process, summarize and report

financial data



Mr. Sharma has also indicated to us that there were no significant

changes in internal controls or in other factors that could

significantly affect internal controls subsequent to the date of our

most recent evaluation.



Item 15.  Principal Accountant Fees and Services.



Audit Fees.  The aggregate professional fees billed during our

fiscal year 2004 by our principal accountant for the audit of our

financial statements was $2,500.00 and the aggregate professional

fees billed during our fiscal year 2005 by our principal accountant

for the audit of our financial statements was $3,000.00.  Other than

the foregoing, we paid no professional fees to our principal

accountant for audit related fees, tax fees  or other fees.







SIGNATURES



In accordance with the Section 13 or 15(d) of the Exchange Act,

the Registrant has caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.



COMSTOCK INDUSTRIES, INC.







Date: March 20, 2006     By: /s/ Atul Sharma

-----------------------------

Atul Sharma, President



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EXHIBIT 31.1





CERTIFICATIONS





I, Atul Sharma, President, certify that:



1.   I have reviewed this Form 10-KSB of Comstock Industries, Inc.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material  fact or omit to state 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 this report;



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



4.   The  registrant's  other  certifying  officer(s) and I are  responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules  13a-15(e) and  15d-15-(e))  for the  registrant  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 registrant,  including its consolidated subsidiaries, is made known to us by others within those entities,  particularly during the period in which this report is being prepared;



b)   Evaluated the effectiveness of the registrant'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



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



5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)   All significant  deficiencies and material weaknesses in the design or operation  of internal  control  over  financial  reporting



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which are reasonably  likely to  adversely  affect the  registrant's  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  registrant's  internal control over financial reporting.





Date: March 20, 2006



/s/ Atul Sharma

___________________________

Atul Sharma, President                                                 Chief Executive Officer



EXHIBIT 31.2





CERTIFICATIONS





I, Atul Sharma, certify that:



1.   I have reviewed this Form 10-KSB of Comstock Industries, Inc.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material  fact or omit to state 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 this report;



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



4.   The  registrant's  other  certifying  officer(s) and I are  responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules  13a-15(e) and  15d-15-(e))  for the  registrant  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 registrant,  including its consolidated subsidiaries, is made known to us by others within those entities,  particularly during the period in which this report is being prepared;



b)   Evaluated the  effectiveness of the registrant'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



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



5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)   All significant  deficiencies and material weaknesses in the design or operation  of internal  control  over  financial  reporting  which are reasonably  likely to  adversely  affect the  registrant's  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  registrant's  internal control over financial reporting.





Date: March 20, 2006



s/ Atul Sharma

___________________________

Atul Sharma

Chief Financial Officer













EXHIBIT 32.1





CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002





In connection with the accompanying Annual Report on Form 10-KSB for the period ended April 30, 2005 (the "Report") of Comstock Industries, Inc., as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Atul Sharma, Chief Executive Officer of Comstock Industries, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:





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(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated: March 20, 2006



/s/ Atul Sharma

____________________________

Atul Sharma

Chief Executive Officer

















EXHIBIT 32.2





CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002





In connection with the accompanying Annual Report on Form 10-KSB for the period ended April 30, 2005 (the "Report") of Comstock Industries, Inc., as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Atul Sharma, Chief Financial Officer of Comstock Industries, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:



(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated: March 20, 2006



/s/ Atul Sharma

___________________________

Atul Sharma

Chief Financial Officer





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