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, 2006 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 August 16, 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.   Mr Sharma, our CEO, is from commencement on an agreed renumeration of $60,000 per year payable in arrears on successful reactivation of the symbol on a recognized trading exchange. He additionally was awarded 100,000 shares of restricted stock as a golden hello arrangement and will receive a further 200,000 shares on successful reactivation of the symbol on a recognized trading exchange.   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 Burbage House, 44 Mountfield Rd, London W5 2NQ and our telephone number at that office is+44 208 998 3456 .  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, 2006  Comstock Industries, Inc.  Table of Contents    Page  Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . 1   Balance Sheet  April 30, 2006. . .. . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2   Statements of Operations for the Years Ended April 30, 2006 and 2005 and for the period of Reactivation [May 1, 2001] through April 30, 2006 . . . . . . . . . . . . . . . . 3   Statements of Cash Flows for the Years Ended April 30, 2006 and 2005 and for the period of Reactivation [May 1, 2001] through April 30, 2006 . . . . . . . . . . . . . . . . 4   Statements of Stockholders' Deficit for the Period from Reactivation through April 30, 2006 .. . . . . . . . . . . . . . . . . . . . . . . 5   Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6  11                       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board of Directors and Stockholders Comstock Industries, Inc. (a development stage company)  We have audited the accompanying balance sheet of Comstock Industries, Inc. (a development stage company) as of April 30, 2006, and the related statements of stockholders deficit, operations, and cash flows for the years ended April 30, 2006 and 2005 and for the period from reactivation [May 1, 2001] through April 30, 2006.  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. (a development stage company) as of April 30, 2006 and the results of operations and cash flows for the years ended April 30, 2006 and 2005, 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 July 12, 2006    Comstock Industries, Inc. (A Development Stage Company) Balance Sheet April 30, 2006  [comstock10ksb30apr06002.gif]


See accompanying notes to financial statements   Comstock Industries, Inc. (A Development Stage Company) Statements of Operations For the years ended April 30, 2006 and 2005 and for the period from Reactivation [May 1, 2001] through April 30, 2006   [comstock10ksb30apr06004.gif]         See accompanying notes to financial statements.  - 12 -    Comstock Industries, Inc. (A Development Stage Company) Statements of Cash Flows For the years ended April 30, 2006 and 2005 and for the Periods from Reactivation [May 1, 2001] through April 30, 2006   [comstock10ksb30apr06006.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, 2006  [comstock10ksb30apr06008.gif]


See accompanying notes to financial statements.


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Comstock Industries, Inc. (A Development Stage Company) Notes to Financial Statements April 30, 2006    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, Incorporated. 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, Incorporated. 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, 2006.  (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.


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(d) Revenue Recognition  The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, Revenue Recognition.  SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions.  Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers.  The Company shall also record accounts receivable for revenue earned but not yet collected.  An allowance for bad debts shall be provided based on estimated losses.  For revenue received in advance of services the Company shall record a current liability as deferred revenue until the earnings process is complete.  (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) Basic Loss Per Common Share  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 February 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140. The statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips are not subject to the requirements of Statement 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The Statement is effective for financial instruments acquired or issued after the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently evaluating whether the Statement will have any impact on its financial statements.


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In February 2006, the FASB issued Staff Position No. FAS 123(R)-4, Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event. This position addresses the classification of options and similar instruments issued as employee compensation that allow for cash settlement upon the occurrence of a contingent event, amending paragraphs 32 and A229 of SFAS No. 123 (revised 2004), Share-Based Payment.  As the Company has not yet paid compensation through the issuance of equity securities, no impact is expected on its financial statements.  In October 2005, the FASB issued Staff Position No. FAS 13-1, Accounting for Rental Costs Incurred during a Construction Period. This position addresses the accounting for rental costs associated with operating leases that are incurred during a construction period. Management believes that this position has no application to the Company.  In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154), which replaced Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  The impact on the Companys operations will depend on future accounting pronouncements or changes in accounting principles.  In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations. FIN 47 clarifies that the term Conditional Asset Retirement Obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligation, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation if the fair value of the liability can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Management does not believe the adoption of FIN 47 has a material affect on the Companys financial position, results of operations or cash flows.   NOTE 2 LIQUIDITY/GOING CONCERN  The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has accumulated losses from inception through April 30, 2006 amounting to $293,942 and has no assets or operations at April 30, 2006.  These factors raise substantial doubt about the Companys ability to continue as a going


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concern.  Management plans include raising capital to expand business operations, or seeking a well capitalized merger candidate. If the Company is unsuccessful in these efforts and or if it cannot obtain a source of funding or investment, it may substantially curtail or terminate its operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   NOTE 3 RELATED PARTY PAYABLE / SHAREHOLDER LOAN  As of April 30, 2006, the Company has recorded a note payable to a shareholder for $16,730 for expenses the shareholder paid on behalf of the Company.  As of April 30, 2006, the note balance includes accrued interest of $2,730. This note bears interest at 6% per annum and is due on demand. This note is unsecured.  As of April 30, 2006, the Company owes a related party $50,000 for legal fees from prior periods (see Note 7). Shareholders have paid, as of April 30, 2006, accounting fees and register agent fees of $7,595 on behalf of the Company. Also, professional fees of $93,329 have been accrued to another related party.  These notes are non-interest bearing and are due on demand. These notes are unsecured. The company has recorded a related party liability of $150,924 as of April 30, 2006.   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 decreased by $

10,604

from a balance of $

46,732

as of April 30, 2005.  Deferred tax assets recognized for deductible temporary difference and loss carry forwards total $0, net of a valuation allowance of

$36,128

, as detailed below. [comstock10ksb30apr06010.gif]    The Company has the following operating loss carryforwards available at April 30, 2006:


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[comstock10ksb30apr06012.gif] Reconciliation between income taxes at the statutory tax rate (20.5%) and the actual income tax provision for continuing operations follows:  [comstock10ksb30apr06014.gif]  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, 2006 is $180,000.  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 has 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 OTHER INCOME / CONTINGENCY  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


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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 during 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.  A Shareholder issued their personal shares on behalf of the Company to complete this agreement.  The Company has recorded forgiveness of debt of $92,625. .    Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  None   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, 47         President, Burbage House, 44 Mountfield Rd             London  W5 2NQ 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


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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 and corporate finance 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 freeman of the City of London and a Trustee of the Long Term Medical Conditions Alliance Charity and The Shooting Star Childrens Hospice Trust  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


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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)  Atul Sharma(2) Burbage House44 Mountfield RdLondon W5 2NQ 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


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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) 31.1*               Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2*               Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1*               Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*               Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  (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  *   Filed herewith.  (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 2005 by our principal accountant for the audit of our financial statements was $3,000 and the aggregate professional fees billed during our fiscal year 2006 by our principal accountant


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for the audit of our financial statements was $8,173.  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: August 16, 2006     By: /s/ Atul Sharma ----------------------------- Atul Sharma, President  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


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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 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: August 16, 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


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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 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: August 16, 2006  s/ Atul Sharma  ___________________________ Atul Sharma Chief Financial Officer


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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:  (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: August 16, 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


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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: August 16, 2006  /s/ Atul Sharma  ___________________________ Atul Sharma Chief Financial Officer


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