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, 2002

                                  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

     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 April 14, 2003 was $0.00.

     At April 14, 2003 there were 8,185,885 shares of the
Registrant's Common Stock outstanding.



<PAGE>


                          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





<PAGE>


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
two 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 two 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 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 agree 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


<PAGE>


                               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 April 14, 2003, there is no price quotation available for
our common stock.  As of April 14, 2003, 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
two 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 two 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.

     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, 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 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.




<PAGE>




Item 7.   Financial Statements.

                       COMSTOCK INDUSTRIES INC.
                    (A DEVELOPMENT STAGE COMPANY)
                         FINANCIAL STATEMENTS

                            APRIL 30, 2002

                     INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Of Comstock Industries Inc.
(A Development Stage Company)

     We have audited the accompanying balance sheets of Comstock
Industries Inc. (a development stage company) as of April 30, 2002
and the related statements of operations, stockholders' equity
(deficit) and cash flows for the year then ended.  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 audits.

     The financial statements for the year ended April 30, 2000 and
for the year then ended was audited by other auditors who expressed
an unqualified opinion on their report dated June 6, 2000 assuming
that the company will continue as a going concern.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  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 audits provide 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 30,2002 and the results of its
operations and its cash flows for the year ended April 30, 2002, in
conformity with generally accepted accounting principles.

     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 is a
development stage company and has no established source of revenue
which raises substantial doubt about its ability to continue as a
going concern. Management's 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.


SAMUEL KLEIN AND COMPANY

Newark, New Jersey
December 31, 2002



<PAGE>


a.)   Balance Sheets

<TABLE>
<S>                                       <C>        <C>
COMSTOCK INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



                                           April 30   April 30,
                                              2002       2001
                                             --------    --------
ASSETS

Current Assets:
   Cash and cash equivalents                       $-          $-
                                             --------    --------
        Total Current Assets                        -           -
                                             --------    --------
        Total Assets                               $-          $-
                                             ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses      $93,559     $55,479
                                             --------    --------
        Total Current Liabilities              93,559      55,479
                                             --------    --------
Total Liabilities                              93,559      55,479
                                             --------    --------
Stockholders' Equity:

   Preferred stock, 20,000,000
     Authorized $.0001 par value,
     -0- issued and outstanding at                  -           -
     April 30, 2002 and April 30, 2001

   Common stock, 80,000,000
     authorized $.0001 par value,
     8,185,885 issued and outstanding
     at April 30, 2002 and
     April 30, 2001                               819         819

   Additional paid-in capital                 123,096     120,096
   Retained earnings (deficit)              (217,474)   (176,394)
                                             --------    --------
     Total Stockholders' Equity (Deficit)    (93,559)    (55,479)
                                             --------    --------
     Total Liabilities and
       Stockholders' Equity (Deficit)              $0          $0
                                             ========    ========

</TABLE>


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



<PAGE>


b.   Statements of Operations.

                       COMSTOCK INDUSTRIES INC.
                    (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF OPERATIONS

<TABLE>
<S>                                     <C>             <C>
                                          For The Years
                                               Ended
                                    April 30, 2002 April 30, 2001
                                        ----------     ----------
Revenues                                  $      -       $      -
                                        ----------     ----------
Cost of Revenue                                  -              -
                                        ----------     ----------
Gross Profit                                     -              -

Other Costs:
  General and Administrative                41,080         55,479
  Expenses
                                        ----------     ----------
  Total Other Costs                         41,080         55,479

Other Income and Expense:                        -              -
Interest Income                                  -              -
                                        ----------     ----------
Net Income (Loss) before Income           (41,080)       (55,479)
  Tax
Income Taxes                                     -              -
                                        ----------     ----------
Net Income (Loss)                         (41,080)       (55,479)
                                        ==========     ==========
Earnings (Loss) Per Share:

Basic and diluted income (loss)                 $-             $-
per Share
                                        ==========     ==========

Basic and diluted common shares          8,185,885      8,185,885
                                        ==========     ==========

</TABLE>


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



<PAGE>


c.   Statements of Cash Flows.


<TABLE>
<S>                                      <C>         <C><C>
COMSTOCK INDUSTRIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

                                                For the
                                              Years Ended
                                                April 30,
                                             2002        2001
                                           ----------  ----------
Cash Flows from Operating Activities:

  Net income (loss)                         $(41,080)   $(55,274)
  Adjustments to reconcile net
   Income (loss) to net cash used
    in operating activities:

     Increase in accounts payable and
      accrued expenses                         38,080      52,274
                                           ----------  ----------
       Net Cash Used in Operating
        Activities                            (3,000)     (1,250)
                                           ----------  ----------
  Cash Flows from Financing Activities:

  Contributed Capital                           3,000       1,250
                                           ----------  ----------
    Net cash provided by Financing              3,000       1,250
     Activities

Net Increase (Decrease) in Cash and Cash
 equivalents                                        -           -
                                           ----------  ----------
Cash and Cash equivalents, beginning of             -           -
 period
                                           ----------  ----------
Cash and cash equivalents, end of period           $-          $-
                                           ==========  ==========
Supplemental Disclosures of Cash Flow
  Information:

     Cash paid during period for:
        Interest                                   $-          $-
                                           ==========  ==========
        Taxes                                      $-          $-
                                           ==========  ==========

</TABLE>

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


<PAGE>


d.   Statements of Stock Stockholders Equity.

                       COMSTOCK INDUSTRIES INC.
                    (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS EQUITY


<TABLE>
<S>                        <C>          <C>        <C>         <C>         <C>
                           Common Stock
                           $0.0001 Par
                           Value

                           Number of    Common     Additional  Retained    Total
                           Shares       Stock      Paid-In-Cap Earnings    Stockholders'
                                        Amount     ital        (Deficit)   Equity


Balances May 1, 1999             818,589       $819    $116,891  $(117,910)         $(200)

Net loss for the year
ended April 30, 2000                                                      -              -

Contributed Capital                                       2,000     (3,005)        (1,005)
                              ---------   ---------   ---------   ---------      ---------
Balances, April 30, 2000         818,589        819     118,891   (120,915)        (1,205)

Net Loss for the year
ended April 30, 2001                                               (55,479)       (55,479)

Contributed Capital                                       1,205                     1,205
                              ---------   ---------   ---------   ---------      ---------
Balances, April 30, 2001         818,589        819     120,096   (176,394)       (55,479)

Net Loss for the year
ended April 30, 2002                                               (41,080)       (41,080)

Contributed Capital                                       3,000                     3,000
                              ---------   ---------   ---------   ---------      ---------
Balances, April 30, 2002         818,589       $819    $123,096  $(217,474)      $(93,559)
                              =========   =========   =========   =========      =========



</TABLE>


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


<PAGE>


                       COMSTOCK INDUSTRIES INC.
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS

                            APRIL 30, 2002


1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

  Comstock Industries Inc. was originally incorporated on April 3,
1928 under the laws of the State of Nevada as Canadian Metals
Syndicate, Inc. The Name of the Company was 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 Florida Corporation) which changed its name to
Comstock industries Inc.(hereinafter referred to as the "Company").
The Company is considered a development stage company as defined in
SFAS No.7.  The Company has not engaged in any business operations
for at least the last two years and has no operations to date.

  The Company will attempt to identify and negotiate with a business
target for the merger of that entity with and into the Company. In
certain instances, a target company may wish to become a subsidiary
of the company or may wish to contribute assets to the company
rather than merge. No assurances can be given that the Company will
be successful in identifying or negotiating with any target company.
The Company seeks to have its securities re-qualified to be traded
in the United States secondary market.

Cash and Cash Equivalents

  For financial statement purposes, short-term investments with a
maturity of ninety days or less and highly liquid investments are
considered cash equivalents.

Use of Management's 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 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.

Earnings (Loss) Per Share

  As of December 31, 1997 the Financial Accounting Standards Board
issued Statement No. 128 "Earnings Per Share" (SFAS 128) replacing
the calculation of primary and fully diluted earnings per share with
Basic and Diluted earnings per share.  Unlike primary earnings per
share, basic earnings per share excludes the dilutive effects of
options, warrants and convertible securities.  Diluted earnings per
share is very similar to the previously reported fully diluted
earnings per share.  Diluted earnings per share reflects the
potential dilution that could occur if securities or other
agreements to issue common stock were exercised or converted into
common stock.  Diluted earnings per share is computed based upon the
weighted average number of common shares and dilutive common
equivalent shares outstanding.  Common stock options, which are
common stock equivalents, had an anti-dulitive effect on earnings
per share and no effect on the weighted average number of common
shares.

Impairment of Long-Lived Assets

  The Company has adopted Statement of Financial Accounting
Standards No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of".
SFAS 121 requires that if facts and circumstances indicate that the
cost of fixed assets or other assets may be impaired, an evaluation
of recoverability would be performed by comparing the estimated
future undiscounted pre-tax cash flows associated with the asset to
the asset's carrying value to determine if a write-down to market
value or discounted pre-tax cash flow value would be required.

Comprehensive Income

  The Company has adopted Statement of Financial Accounting
Standards No. 130, (SFAS 130) "Reporting Comprehensive Income".
This statement establishes rules for the reporting of comprehensive
income and its components which require that certain items such as
foreign currency translation adjustments, unrealized gains and
losses on certain investments in debt and equity securities, minimum
pension liability adjustments and unearned compensation expense
related to stock issuances to employees be presented as separate
components of stockholders' equity.  The adoption of SFAS 130 had no
impact on total stockholders' equity for the period presented in
these financial statements.

Start-Up Activities

  Start-up activities are accounted for in accordance with the
American Institute of Certified Public Accountants'  Statement of
Position (SOP 98-5), "Reporting the Costs of Start-Up Activities".
SOP 98-5 requires start-up costs, as defined, to be expensed as
incurred and is effective for financial statements for fiscal years
beginning after December 15, 1998.  The Company currently expenses
all start-up costs as incurred and the application of SOP 98-5 had
no material impact on the Company's financial statements.

Stock-Based Compensation

  The Company will follow Accounting Principles Board Opinion No. 25
(APB 25) "Accounting for Stock Issued to Employees" in accounting
for its employee stock option plans.  Under APB 25, when the
exercise price of the Company's employee stock options equals or is
above the market price of the underlying stock on the date of grant,
no compensation expense is recognized.

  In accounting for options granted to persons other than employees,
the provisions of Financial Accounting Standards Board Statement No.
123 (FASB 123) "Accounting for Stock Based Compensation" are
applied.  In accordance with FASB 123 the fair value of these
options are to be estimated at the grant date using the
Black-Scholes option pricing model.

Income Taxes

  The Company follows Statement of Financial Accounting Standards
No. 109 (SFAS 109)"Accounting for Income Taxes".  SFAS 109 requires
the recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included
in the financial statements or tax returns.  Under this method,
deferred tax liabilities and assets are determined based on the
difference between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted tax rates in effect in
the years in which the differences are expected to reverse.
Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.


<PAGE>


2. GOING CONCERN

  The company's financial statements are prepared using generally
accounting principles applicable to a going concern which
contemplates the realization 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 allow it to continue as a going concern

3. COMMITMENTS AND CONTINGENCIES

Litigation

  As of April 30, 2001 the Company was involved in a law suit that
was subsequently settled between the parties for the amount of
$3,000 which was reflected as a liability in the April 30,
2001,financial statements and was paid during the second quarter of
the Company's current fiscal year.

4. STOCKHOLDERS' EQUITY

  The aggregate number of shares of all classes that the corporation
shall have authority to issue is 100,000,000 shares, of which
80,000,000 shares have a par value par of $0.0001 per share and
shall be class designated as "Common Shares" and  of which
20,000,000 shares shall have a par value of $0.0001 and shall be
class designated as "Preferred Shares".

  Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
"Preferred Shares" may be issued from time to time in one or more
series to have distinctive serial designations, as same shall
hereafter be determined in the resolution or resolutions providing
for the issuance of such Preferred Shares from time to time as
adopted by the Board of Directors.

  During the second quarter of the fiscal year ended April 30, 2002
a shareholder of the Company contributed $3,000 as additional paid
in capital to satisfy the settled law suit as described in Note 3.


<PAGE>


5.   SUBSEQUENT EVENTS

  On January 28. 2003 a shareholder of the Company loaned the
Company $14,000 in order that the Company would bring current their
required securities filings while it continued to attempt to
identify a business target, as was described in Note 1.


Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

  On approximately November 15, 2001, we engaged Samuel Klein and
Company as our auditor in lieu of H & J Associates, LLC.  Our prior
auditors expressed an unqualified opinion as to our  financial
statements for the years ended April 30, 2000 and 1999 assuming we
were to continue as a going concern.  We determined to change our
auditors as a result of the change of our management.  We had no
disagreements with our former auditor.



<PAGE>


                               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






</TABLE>


Mr. Atul Sharma has been our president and chief executive officer
and a director since December 31, 2002. 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 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
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, 2001 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, 2002
or 2001.


Name and Principal Position   Year                Annual Compensation
                                   Salary    Bonus     Other

Stephen Whatmore
President, Secretary
Director Chief Executive
Officer and Principal
Accounting Officer            2001           $0        $0        $0

Stephen Whatmore
President, Secretary
Director Chief Executive
Officer and Principal
Accounting Officer            2002           $0        $0        $0


STOCK OPTIONS GRANTED IN 2002 FISCAL YEAR

None


<PAGE>


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:

Name and Address         Amount of Beneficial     Approximate
of Beneficial Owner           Ownership (1)            Percent of
                                                       Class (1)

Stephen Whatmore(2)
11 Woodstock Gardens
Appleton, Warrington
Cheshire WA4 5HN
United Kingdom                0                        0.00

Atul Sharma(3)
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. Whatmore resigned all of his positions with the Company on
December 31, 2002

(3) 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


<PAGE>


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.

(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


<PAGE>


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 2001 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 2002 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.


<PAGE>


                              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: April 17, 2003     By: /s/ Atul Sharma
                         -----------------------------
                         Atul Sharma, President

  In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.




Date: April 17, 2003     By: /s/ Atul Sharma
                         -----------------------------
                         Atul Sharma, President, Secretary, Director
                         Chief Executive Officer, Principal
                         Accounting Officer and sole Director