U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-KSB


[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2001, 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 No. 0-26059


                           COMET TECHNOLOGIES, INC.
         (Name of Small Business Issuer as specified in its charter)


                 Nevada                                 87-0430322
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

           10 West 100 South, Suite 610, Salt Lake City, Utah 84101
             (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:   (801) 532-7851

Securities registered under Section 12(b) of the Act:  None

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

                         Common Stock, Par Value $0.001

Check whether the issuer (1) filed all reports  required to be filed by sections
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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. [X]

The issuer's  revenues  (consisting only of interest income) for its most recent
fiscal year: $5,338

The aggregate  market value of voting stock held by  non-affiliates  computed on
the basis of the last sale price on February 4, 2002, was $1,027,910.

As of December 31, 2001,  the  Registrant had  outstanding  3,598,000  shares of
Common Stock, par value $0.001.

Documents incorporated by reference:  None.




                                        1

<PAGE>




                                TABLE OF CONTENTS


ITEM NUMBER AND CAPTION                                                    Page

Part I

1.    Description of Business                                                3

2.    Description of Properties                                              3

3.    Legal Proceedings                                                      3

4.    Submission of Matters to a Vote of Security Holders                    3

Part II

5.    Market for Common Equity and Related Stockholder Matters               4

6.    Management's Discussion and Analysis of Financial Condition            4
      and Results of Operations

7.    Financial Statements                                                   6

8.    Changes in and Disagreements with Accountants                          6
      on Accounting and Financial Disclosure

Part III

9.    Directors, Executive Officers, Promoters and Control                   6
      Persons; Compliance with Section 16(a) of the Exchange Act

10.   Executive Compensation                                                 7

11.   Security Ownership of Certain Beneficial Owners and Management         8

12.   Certain Relationships and Related Transactions                         8

13.   Exhibits and Reports on Form 8-K                                       8




















                                        2

<PAGE>



                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

General

The Company was organized for the purpose of creating a capital resource fund to
seek,  investigate,  and, if warranted,  acquire or  participate  in a favorable
business  opportunity.  Since the completion of the Company's public offering in
August  1986,  the  Company  has  reviewed  and  evaluated  a number of business
ventures for possible  acquisition or participation by the Company.  The Company
had not acquired any business venture or engaged in any active  operations since
inception.

The Company has not entered into any formal  agreement for the  acquisition of a
business  venture,  but has entered  into a letter of intent  dated  January 18,
2002,  for  a  proposed  business   reorganization   with  Cirmaker   Technology
Corporation, a Delaware corporation ("Cirmaker"). As proposed, the equity owners
of Cirmaker  will  exchange  all of their  interest  in  Cirmaker  for an equity
interest  in the Company  that will  represent  approximately  92 percent of the
issued and outstanding  equity of the Company after the transaction is complete.
The letter of intent also provides for a reverse split of approximately  one new
share for 2.47 of the old issued and outstanding  shares of the Company,  and it
is likely the Company will change its name  following the  transaction.  Through
its  Taiwanese  affiliate,  Cirmaker is engaged in the  business  of  designing,
manufacturing,  and marketing a line of telecommunications products,  electronic
equipment,  and personal  computer  and home  electronic  components  to a large
number of customers located primarily in Asia and North America.

Completion of the  acquisition is subject to each party  completing its business
and  financial  examination  of the other  party  that is now in  progress,  the
negotiation of a definitive agreement for the acquisition,  and the satisfaction
of any conditions required for closing, which have yet to be determined.  As the
Company is still in the early stages of investigating Cirmaker and no definitive
agreement has been negotiated or executed,  management does not believe that the
acquisition  of Cirmaker  could be  considered  probable at the present time and
public  investors  are  cautioned  not to  speculate  on the  completion  of the
acquisition or the impact the  acquisition may have on the business or financial
condition of the Company or the value of its publicly traded common stock.

In the event the proposed acquisition of Cirmaker is not completed,  the Company
will continue to investigate,  review,  and evaluate  business  opportunities as
they  become  available  and will seek to acquire or become  engaged in business
opportunities at such time as specific opportunities warrant. If the eventuality
occurs,  the Company will pursue its past  business plan as described in Part I,
Item 1.  Description  of Business,  beginning on page 3 of the Company's  annual
report on Form 10-KSB for the year ended  December 31,  2000,  as filed with the
Securities  and  Exchange  Commission,  which  is  incorporated  herein  by this
reference.

                        ITEM 2. DESCRIPTION OF PROPERTIES

The Company  uses  offices and related  clerical  services at 10 West 100 South,
Suite 600,  Salt Lake City,  Utah 84101,  provided by an officer and director of
the Company at a monthly rental rate of $200.

                            ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings, and to the
best of its knowledge,  no such  proceedings by or against the Company have been
threatened.

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security  holders in the fourth  quarter of
2001.





                                        3

<PAGE>



                                     PART II

       ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Although  quotations  for the Company's  common stock appear on the OTC Bulletin
Board, there is no established trading market for the common stock. For the past
two calendar years to the present,  transactions in the common stock can only be
described  as  sporadic.  Consequently,  the Company is of the opinion  that any
published prices cannot be attributed to a liquid and active trading market and,
therefore, are not indicative of any meaningful market value.

The following table sets forth for the respective  periods  indicated the prices
of the Company's Common Stock in the  over-the-counter  market,  as reported and
summarized by the OTC Bulletin Board.  Such prices are based on inter-dealer bid
and asked prices, without markup, markdown,  commissions, or adjustments and may
not represent actual transactions.


  Calendar Quarter Ended           High Bid ($)                Low Bid ($)

March 31, 2000                       0.1875                      0.1250
June 30, 2000                        0.2500                      0.1250
September 30, 2000                   0.3750                      0.1250
December 31, 2000                    0.3750                      0.0625

March 31, 2001                       0.1750                      0.1250
June 30, 2001                        0.1000                      0.0625
September 30, 2001                   0.1250                      0.0750
December 31, 2001                    0.1250                      0.0750

There are outstanding  options to purchase  600,000 shares of common stock at an
exercise price of $0.1875,  which expire in March 2009.  There is an outstanding
warrant to purchase  50,000 shares of the Company's  common stock at an exercise
price of  $0.1875,  which  expires in March  2009.  All  shares of common  stock
outstanding may be sold without  restriction under Rule 144(k) promulgated under
the Securities Act of 1933,  except 483,120  shares,  which are held by officers
and  directors  ("Control  Shares").  Control  Shares  may be  sold  subject  to
complying with all of the terms and conditions of Rule 144,  except the one-year
holding period, which has been satisfied.

Since its inception,  no dividends have been paid on the Company's common stock.
The Company  intends to retain any earnings for use in its business  activities,
so it is not  expected  that any  dividends on the common stock will be declared
and paid in the foreseeable future.

At December  31,  2001,  there were  approximately  100 holders of record of the
Company's Common Stock.

     ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Results of Operations

Years Ended December 31, 2001 and 2000

The Company had no revenue  from  continuing  operations  for the periods  ended
December 31, 2001 and 2000.

General and administrative  expenses for the periods ended December 31, 2001 and
2000,  consisted of general  corporate  administration,  legal and  professional
expenses,  and  accounting and auditing  costs.  These expenses were $12,750 and
$11,195 for the periods ended December 31, 2001 and 2000, respectively.  General
and administrative expenses in the period ended December 31, 2001 were more than
in the period ended  December 31, 2000  primarily  due to the number of business
opportunities  reviewed  during  the year in which  professional  services  were
required.




                                        4

<PAGE>



The Company had no interest  expense in the periods ending  December 31, 2001 or
2000.  Interest  income  in the  periods  ended  December  31,  2001  and  2000,
respectively,  resulted from the investment of funds in short-term,  liquid cash
equivalents. Interest income was $5,338 and $9,392 in the periods ended December
31, 2001 and 2000,  respectively.  Interest  income has decreased from period to
period primarily  because of decreasing  interest rates on the Company's deposit
accounts.

As a result of the foregoing factors,  the Company realized a net loss of $7,412
for the period ended  December 31, 2001, as compared to a net loss of $1,803 for
the same period in 2000.

The  Company  entered  into a letter of intent  dated  January 18,  2002,  for a
proposed  business  reorganization  with  Cirmaker  Technology  Corporation,   a
Delaware corporation ("Cirmaker").  Through its Taiwanese affiliate, Cirmaker is
engaged in the business of  designing,  manufacturing,  and  marketing a line of
telecommunications  products,  electronic  equipment,  and personal computer and
home electronic  components to a large number of customers  located primarily in
Asia and North America.

Completion of the  acquisition is subject to each party  completing its business
and  financial  examination  of the other  party  that is now in  progress,  the
negotiation of a definitive agreement for the acquisition,  and the satisfaction
of any conditions required for closing, which have yet to be determined.  As the
Company is still in the early stages of investigating Cirmaker and no definitive
agreement has been negotiated or executed,  management does not believe that the
acquisition of Cirmaker could be considered probable at the present time. Should
the acquisition be completed,  there will be a substantial change in the results
of operations of the Company in the current year, which we cannot now predict or
determine.

Liquidity and Capital Resources

At December 31, 2001, the Company had working capital of approximately  $189,760
as compared to $197,172 at December 31, 2000.  Working  capital as of both dates
consisted   substantially   of  short-term   investments,   and  cash  and  cash
equivalents.

As described  above,  the Company  entered into a letter of intent dated January
18, 2002, for a proposed business reorganization with Cirmaker, which is engaged
in  the  business  of  designing,   manufacturing,   and  marketing  a  line  of
telecommunications  products,  electronic  equipment,  and personal computer and
home electronic  components to a large number of customers  located primarily in
Asia  and  North  America.  As the  Company  is  still in the  early  stages  of
investigating  Cirmaker  and no  definitive  agreement  has been  negotiated  or
executed,  management does not believe that the acquisition of Cirmaker could be
considered  probable at the present time.  Should the  acquisition be completed,
there will be a substantial change in the liquidity and capital resources of the
Company in the current year, which we cannot now predict or determine.

Management  believes  that  the  Company  has  sufficient  cash  and  short-term
investments  to  meet  the   anticipated   expenses  of  pursuing  the  Cirmaker
acquisition to its conclusion.  Should the acquisition be abandoned,  management
believes  the  Company  has  sufficient  cash to fund the  Company's  operations
through at least the next 12 months.

Forward-Looking Statement Notice

When used in this  report,  the words  "may,"  "will,"  "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed under the headings "Item 1.  Description of
Business,"  and "Item 6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,"  and also include general economic factors
and conditions  that may directly or indirectly  impact the Company's  financial
condition or results of operations.





                                        5

<PAGE>



                          ITEM 7. FINANCIAL STATEMENTS

The  financial  statements  of the  Company  appear  at the end of  this  report
beginning with the Index to Financial Statements on page 11.

           ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants in the past five
years.

                                    PART III

    ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The following  table sets forth the names,  ages, and positions with the Company
for each of the directors and officers of the Company.


Name                      Age   Positions (1)                           Since

Richard B. Stuart         68    President and Director                  1986

Philip C. Gugel           63    Vice President and Director             1986

Jack M. Gertino           63    Secretary, Treasurer and Director       1986

All  executive  officers are elected by the Board and hold office until the next
Annual Meeting of  stockholders  or until their  successors are duly elected and
qualified.

The  following is  information  on the business  experience of each director and
officer.

Richard  Stuart is  President  and a director  of  Behavior  Change  Systems,  a
privately held company providing  consultation services to business and industry
and health care research and program  development  services.  From 1972 to 1983,
Dr.  Stuart was  affiliated  with Weight  Watchers  International,  holding such
titles as  Psychological  Director and  Executive  Director of One to One Weight
Management  System,  a  subsidiary  of  Weight  Watchers.  Dr.  Stuart  has been
continuously  employed  as a  faculty  member  of  various  universities.  He is
currently Clinical Professor Emeritus,  Department of Psychiatry,  University of
Washington,  and Program Director,  Respecialization in Clinical Psychology, The
Fielding  Graduate   institute.   Dr.  Stuart  is  also  a  director  of  Domino
Investments,  Inc.,  a Utah  publicly-held  corporation  organized  for the same
general  purpose  as the  Company,  until  1985,  when it  merged  with  General
Automotive Corp. He continues to serve as a director of such company. Dr. Stuart
completed his undergraduate training at New York University in 1955 and received
his masters and  doctoral  degrees  from  Columbia  University  in 1960 and 1965
respectively.

Philip C. Gugel has been a private investor and businessman for five years prior
to his  retirement  in August 2000.  From 1986 until August 2000 he has been the
Chief Executive Officer of Hawthorne Capital Corporation, a private company that
owns and operates a Molly Maid franchise in Modesto, CA.

Jack M Gertino, has been a private investor and business consultant in Salt Lake
City,  Utah, for the past five years.  From June 1995 through  October 1996, Mr.
Gertino was an owner of a Tunex Service Center franchise in Layton,  Utah, which
offers automotive  Tune-up services.  He is currently  pursuing a number of real
estate  projects,  including  the recent  purchase and operation of a commercial
office  building in Salt Lake City.  From February  1992 to the present,  he has
served as a director of Red Horse  Entertainment  Corporation,  a publicly  held
shell corporation  seeking a business  acquisition.  Since February 1997, he has
also served as an officer and director of Lazarus  Industries,  Inc., a publicly
held shell corporation seeking a business acquisition.



                                        6

<PAGE>



Other Shell Company Activities

Mr. Gertino is currently a director of Red Horse  Entertainment  Corporation and
Lazarus  Industries,  Inc.,  both  publicly  held shell  corporations  seeking a
business  acquisition.  The possibility  exists that one or more of the officers
and directors of the Company  could become  officers  and/or  directors of other
shell  companies in the future,  although  they have no intention of doing so at
the  present   time.   Certain   conflicts  of  interest  are  inherent  in  the
participation  of the  Company's  officers and  directors as management in other
shell companies,  which may be difficult,  if not impossible,  to resolve in all
cases in the best interests of the Company. Failure by management to conduct the
Company's  business in its best  interests may result in liability of management
of the Company to the shareholders.

                         ITEM 10. EXECUTIVE COMPENSATION

The Company has no  agreement  or  understanding,  express or implied,  with any
officer, director, or principal stockholder,  or their affiliates or associates,
regarding employment with the Company or compensation for services.  The Company
has no plan, agreement, or understanding,  express or implied, with any officer,
director, or principal stockholder, or their affiliates or associates, regarding
the  issuance  to such  persons of any shares of the  Company's  authorized  and
unissued common stock. There is no understanding  between the Company and any of
its present  stockholders  regarding  the sale of a portion or all of the common
stock currently held by them in connection with any future  participation by the
Company in a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers,  directors, or principal stockholders, or
any of their  affiliates or  associates,  would receive funds,  stock,  or other
assets in connection with the Company's participation in a business. No advances
have been made or contemplated by the Company to any of its officers, directors,
or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in
the future that would provide for cash or stock based  compensation for services
rendered to the Company.

On acquisition of a business, it is possible that current management will resign
and be replaced by persons associated with the business  acquired,  particularly
if the Company participates in a business by effecting a stock exchange, merger,
or  consolidation.  In the event that any member of current  management  remains
after  effecting a business  acquisition,  that  member's  time  commitment  and
compensation  will likely be adjusted  based on the nature and  location of such
business and the services required, which cannot now be foreseen.

On March 11, 1999,  the Company  granted to Richard B. Stuart,  Phillip C. Gugel
and Jack M. Gertino  options to purchase  200,000 shares of common stock each at
an exercise price of $0.1875,  which was the average of the bid and asked prices
for the common  stock on that date.  The  options are vested and expire in March
2009. The options were issued to compensate  these persons for their services to
the  Company  over the past 13 years,  for which  they  have  received  no other
compensation.

The following table sets forth certain  information  with respect to unexercised
options held by the executive officers as of December 31, 2000.
<TABLE>
<S>                              <C>                             <C>
                                     Number of Securities           Value of Unexercised
Name and Principal               Underlying Unexercised Options     In-the-Money Options
Position                           at December 31, 2000 (#)      at December 31, 2000 ($) (1)

                                 Exerciseable/Unexerciseable     Exerciseable/Unexerciseable

Richard B. Stuart, President             200,000/ -0-                     -0-/ -0-

Philip C. Gugel, Vice President          200,000/ -0-                     -0-/ -0-

Jack M. Gertino
  Secretary and Treasurer                200,000/ -0-                     -0-/ -0-
</TABLE>

(1) This value is determined on the basis of the difference  between the average
of the high bid and  asked  prices  on  December  31,  2001,  of the  securities
underlying the options, which was $0.10, and the exercise price.



                                        7

<PAGE>




   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth as of  December  31,  2001,  the  number  and
percentage of the 3,598,000 outstanding shares of common stock which,  according
to the information supplied to the Company,  were beneficially owned by (i) each
person who is currently a director of the Company,  (ii) each executive officer,
(iii) all current directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company,  is the beneficial  owner
of more than 5% of the outstanding common stock. Except as otherwise  indicated,
the  persons  named in the table  have sole  voting and  dispositive  power with
respect to all shares  beneficially  owned,  subject to community  property laws
where applicable.


                                           Common       Options(1)   Percent of
                                           Shares                     Class(2)

Name and Address

Richard B. Stuart (3)                      175,680       200,000         9.9
10 West 100 South, Suite 610
Salt Lake City, Utah 84101

Philip C. Gugel (3)                        131,760       200,000         8.7
10 West 100 South, Suite 610
Salt Lake City, Utah 84101

Jack M. Gertino (3)                        175,680       200,000         9.9
10 West 100 South, Suite 610
Salt Lake City, Utah 84101

All Executive officers and                 483,120       600,000        25.8
  Directors as a Group (3 persons)

(1) These figures represent options that are vested or will vest within 10 years
from the date as of which information is presented in the table.

(2) These figures represent the percentage of ownership of the named individuals
assuming  each of them alone has exercised  his or her options,  and  percentage
ownership of all officers and  directors of a group  assuming all such  purchase
rights held by such individuals are exercised.

(3) Messrs.  Stuart,  Gugel and Gertino are all of the officers and directors of
the Company.

           ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 11, 1999,  the Company  granted to Richard B. Stuart,  Phillip C. Gugel
and Jack M. Gertino  options to purchase  200,000 shares of common stock each at
an exercise price of $0.1875,  which was the average of the bid and asked prices
for the common  stock on that date.  The  options are vested and expire in March
2009. The options were issued to compensate  these persons for their services to
the  Company  over the past 13 years,  for which  they  have  received  no other
compensation.

                                    ITEM 13.
                        EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

Copies of the  following  documents  are  included  as  exhibits  to this report
pursuant to Item 601 of Regulation S-B.


                                        8

<PAGE>




 Exhibit     SEC Ref.  Title of Document                                Location
   No.         No.

   3.1        (3)(i)   Articles of Incorporation, as amended               *

   3.2       (3)(ii)   By-Laws                                             *

   10.1        (10)    Option granted to Richard B. Stuart March 11, 1999  *

   10.2        (10)    Option granted to Philip C. Gugel March 11, 1999    *

   10.3        (10)    Option granted to Jack M. Gertino March 11, 1999    *

   10.4        (10)    Warrant granted to Mark E. Lehman March 11, 1999    *

   99.1        (99)    Part I, Item 1. Description of Business, from the   E-1
                         Company's Annual Report on Form 10-KSB for the
                         year ended December 31, 2000

* These  exhibits are  incorporated  herein by this  reference to the  Company's
Registration  Statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission on May 13, 1999.

Form 8-K Filings

No reports on Form 8-K were filed in the last calendar quarter of 2001



                                        9

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                          COMET TECHNOLOGIES, INC.


Date: February 22, 2002                   By: /s/ Richard B. Stuart, President

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



Dated: February 22, 2002                 /s/ Richard B. Stuart, Director


Dated: February 25, 2002                 /s/ Philip Gugel, Director


Dated: February 22, 2002                 /s/ Jack M. Gertino, Director






                                       10

<PAGE>



                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)

                              Financial Statements

                           December 31, 2001 and 2000

                                    CONTENTS


Independent Auditors' Report .............................................. 12

Balance Sheet.............................................................. 13

Statements of Operations .................................................. 14

Statements of Stockholders' Equity ........................................ 15

Statements of Cash Flows .................................................. 16

Notes to the Financial Statements ......................................... 17




                                       11

<PAGE>






                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Comet Technologies, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying  balance sheet of Comet  Technologies,  Inc. (a
development stage company) as of December 31, 2001 and the related statements of
operations,  stockholders'  equity,  and cash flows for the years ended December
31, 2001 and 2000 and from  inception on February 7, 1986  through  December 31,
2001.  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.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit 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 Comet  Technologies,  Inc. (a
development  stage  company) as of  December  31,  2001,  and the results of its
operations and its cash flows for the years ended December 31, 2001 and 1999 and
from inception on February 7, 1986 through December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.



HJ & Associates, LLC
Salt Lake City, Utah
January 31, 2002



                                       12

<PAGE>



                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS

                                                                 December 31,
                                                                     2001
                                                                 ------------
CURRENT ASSETS

  Cash and cash equivalents                                      $    189,760
                                                                 ------------
   Total Current Assets                                               189,760
                                                                 ------------
   TOTAL ASSETS                                                  $    189,760
                                                                 ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                               $     -
                                                                 ------------
   Total Current Liabilities                                           -
                                                                 ------------
   Total Liabilities                                                   -
                                                                 ------------
STOCKHOLDERS' EQUITY

  Preferred stock, $0.001 par value, 5,000,000
   shares authorized; none issued or outstanding                       -
  Common stock, $0.001 par value, 20,000,000
   shares authorized; 3,598,000 issued and
   outstanding                                                          3,598
  Capital in excess of par value                                      238,561
  Deficit accumulated during the development stage                    (52,399)
                                                                 ------------
   Total Stockholders' Equity                                         189,760
                                                                 ------------
   TOTAL LIABILITIES AND  STOCKHOLDERS'
    EQUITY                                                       $    189,760
                                                                 ============


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


                                       13

<PAGE>



                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            Statements of Operations

                                                                      From
                                                                  Inception on
                                          For the Years Ended      February 7,
                                             December 31,         1986 through
                                      --------------------------  December 31,
                                          2001          2000          2001
                                      ------------ -------------  ------------

REVENUES                              $     -      $      -       $     -
                                      ------------ -------------  ------------
EXPENSES

  General and administrative                12,750        11,195       195,639
                                      ------------ -------------  ------------
   Total Expenses                           12,750        11,195       195,639
                                      ------------ -------------  ------------
LOSS FROM OPERATIONS                       (12,750)      (11,195)     (195,639)
                                      ------------ -------------  ------------
OTHER INCOME (LOSS)

  Dividend income                           -             -              5,493
  Interest income                            5,338         9,392       144,397
  Unrealized loss from
   marketable securities                    -             -             (6,650)
                                      ------------ -------------  ------------
   Total Other Income (Loss)                 5,338         9,392       143,240
                                      ------------ -------------  ------------
NET INCOME (LOSS)                     $     (7,412)$      (1,803) $    (52,399)
                                      ============ =============  ============
BASIC INCOME (LOSS) PER SHARE         $      (0.00)$       (0.00)
                                      ============ =============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                      3,598,000     3,598,000
                                      ============ =============

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


                                       14

<PAGE>


                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
              Statements of Stockholders' Equity From Inception on
                   February 7, 1986 through December 31, 2001

                                                                        Deficit
                                                                     Accumulated
                                        Common Stock     Capital in     During
                                    -------------------- Excess of   Development
                                      Shares    Amount   Par Value      Stage
                                    ---------- --------- ----------- -----------
Balance at Inception on
 February 7, 1986                        -     $   -     $     -     $     -

Issuance of 1,098,000 shares
 of common stock to officers,
 directors and other individuals
 for $0.023 per share on
 February 7, 1986                   1,098,000     1,098      23,902        -

Public offering of the Company's
 common stock (Note 2)              2,500,000     2,500     247,500        -

Deferred offering costs offset
 against capital in excess
 of par value                            -         -        (32,841)       -

Net loss from inception on
 February 7, 1986 through
 December 31, 1997                       -         -           -        (41,568)
                                   ---------- --------- ------------ -----------

Balance,  December 31, 1997         3,598,000     3,598      238,561    (41,568)

Net loss for the year ended
 December 31, 1998                       -         -            -        (1,761)
                                   ---------- --------- ------------ -----------

Balance, December 31, 1998          3,598,000     3,598      238,561    (43,329)

Net income for the year ended
 December 31, 1999                       -         -            -           145
                                   ---------- --------- ------------ -----------

Balance, December 31, 1999          3,598,000     3,598      238,561    (43,184)

Net loss for the year ended
 December 31, 2000                      -          -            -        (1,803)
                                   ---------- --------- ------------ -----------

Balance, December 31, 2000          3,598,000     3,598      238,561    (44,987)

Net loss for the year ended
 December 31, 2001                       -         -            -        (7,412)
                                   ---------- --------- ------------ -----------

Balance, December 31, 2001          3,598,000 $   3,598 $    238,561 $  (52,399)
                                   ========== ========= ============ ===========

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

                                       15

<PAGE>


                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                                                      From
                                                                  Inception on
                                          For the Years Ended      February 7,
                                             December 31,         1986 through
                                      --------------------------  December 31,
                                          2001          2000          2001
                                      ------------ -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

  Income (loss) from operations       $    (7,412) $     (1,803)  $    (52,399)
  Adjustments to reconcile net
   income (loss) to net cash (used)
   provided by operating activities:
    Amortization                             -             -               301
  Change in operating assets and
   liabilities:
   (Increase) decrease in prepaid
    expenses                                 -             -              -
   Increase in taxes payable                 -             -               300
   Increase (decrease) in accounts
    payable                                  (100)         -              (301)
                                      ------------ -------------  ------------
      Net Cash (Used) by Operating
       Activities                          (7,512)       (1,803)       (52,099)
                                      ------------ -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES         -             -              -
                                      ------------ -------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Organizational costs                       -             -              (300)
  Net stock offering proceeds                -             -           242,159
                                      ------------ -------------  ------------
      Net Cash Provided by Financing
       Activities                            -             -           241,859
                                      ------------ -------------  ------------
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                               (7,512)       (1,803)       189,760

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                   197,272       199,075           -
                                      ------------ -------------  ------------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                     $   189,760  $    197,272   $    189,760
                                      ============ =============  ============
CASH PAID FOR:

  Taxes                               $      -     $       -      $       -
  Interest                            $      -     $       -      $       -

  The accompanying notes are an integral part of these financial statements

                                       16

<PAGE>

                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          The financial  statements  presented are those of Comet  Technologies,
          Inc. (the  "Company").  The Company was  incorporated  in the State of
          Nevada on February  7, 1986.  The  Company  was  incorporated  for the
          purpose of  providing a vehicle  which could be used to raise  capital
          and seek  business  opportunities  believed  to hold a  potential  for
          profit.  The Company has not presently  identified a specific business
          area or  direction  that  it  will  follow.  Therefore,  no  principal
          operations have yet begun.

          b. Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has adopted a calendar year end.

          c. Basic Income (Loss) Per Share

          The  computation  of basic income  (loss) per share of common stock is
          based on the weighted  average number of shares issued and outstanding
          during the period of the financial statements as follows:

                                                           December 31,
                                                  ---------------------------
                                                  2001           2000
                                                  ------------   ------------
          Numerator - income (loss)               $     (7,412)  $    (1,803)
          Denominator - weighted average number
           of shares outstanding                     3,598,000     3,598,000
                                                  ------------   ------------
          Income (loss) per share                 $      (0.00)  $    ( 0.00)
                                                  ============   ============
          d. Cash and Cash Equivalents

          The Company considers all highly liquid investments with a maturity of
          three months or less when purchased to be cash equivalents.

          e. Provision for Taxes

          No provision for income taxes has been accrued because the Company has
          net  operating   losses  from   inception.   The  net  operating  loss
          carryforwards  of  approximately  $54,000  that may be offset  against
          future  taxable  income through 2021. No tax benefit has been reported
          in the  financial  statements  because the Company is uncertain if the
          carryforwards  will expire  unused.  Accordingly,  the  potential  tax
          benefits are offset by a valuation account of the same amount.


                                       17

<PAGE>



                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          e.  Provision for Taxes (Continued)

               The income  tax  benefit  differs  from the  amount  computed  at
               federal statutory rates of approximately 38% as follows:

                                                         For the Years Ended
                                                            December 31,
                                                    ---------------------------
                                                    2001           2000
                                                    ------------   ------------
          Income tax benefit at statutory rate      $     (2,817)  $      (685)
          Change in valuation allowance                    2,817           685
                                                    ------------   ------------
                                                    $       -      $      -
                                                    ============   ============

          Deferred tax assets (liabilities) are comprised of the following:

                                                         For the Years Ended
                                                            December 31,
                                                    ---------------------------
                                                    2001           2000
                                                    ------------   ------------
          Income tax benefit at statutory rate      $    (20,631)  $    (17,814)
          Change in valuation allowance                   20,631         17,814
                                                    ------------   ------------
                                                    $       -      $       -
                                                    ============   ============

          Due to the  change in  ownership  provisions  of the Tax Reform Act of
          1986,  net  operating  loss   carryforwards  for  Federal  income  tax
          reporting purposes are subject to annual limitations.  Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in future years.

          f.  Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.

NOTE 2 -  PUBLIC OFFERING OF UNITS

          In July of 1986, the Company  completed a public offering of 2,500,000
          shares of its previously  authorized but unissued  common stock to the
          public.   An  offering  price  of  $0.10  per  share  was  arbitrarily
          determined by the Company.  Offering  costs  totaled  $32,841 and were
          offset against capital in excess of par value. The net proceeds to the
          Company from the offering were $217,159,  which equals  $250,000 minus
          offering costs of $32,841.

                                       18

<PAGE>



                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 3 -  PREFERRED STOCK

          None of the Company's  authorized  5,000,000 shares of preferred stock
          is issued and  outstanding  and the Company  currently has no plans to
          issue any  preferred  stock.  The  Company's  board of  directors  has
          authority,  without  action by the  shareholders,  to issue all or any
          portion of the authorized but unissued  preferred stock in one or more
          series and to determine the voting rights, preferences as to dividends
          and  liquidation,  conversion  rights and other rights of such series.
          The preferred stock, if and when issued,  may carry rights superior to
          those of the common stock.

NOTE 4 -  NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

          SFAS  No.'s  141 and  142 - In June  2001,  the  Financial  Accounting
          Standards  Board (FASB)  adopted  Statement  of  Financial  Accounting
          Standards  SFAS No. 141 is effective  as to any  business  combination
          occurring after June 30, 2001 and certain  transition  provisions that
          affect accounting for business combinations prior to June 30, 2001 are
          effective as of the date that SFAS No.142 is applied in its  entirety,
          which was September 30, 2001.

          SFAS  No.  141  provides   standards  for   accounting   for  business
          combinations.  Among other things,  it requires that only the purchase
          method  of  accounting  be used and  that  certain  intangible  assets
          acquired  in a  business  combination  (i.e.  those that  result  from
          contractual  or other legal rights or are separable) be recorded as an
          asset apart from goodwill.  The transition  provisions require that an
          assessment  be  made  of  previous   business   combinations  and,  if
          appropriate,  reclassifications  be made to or from goodwill to adjust
          the  recording  of  intangible  assets  such  that  the  criteria  for
          recording  intangible  assets  apart from  goodwill  is applied to the
          previous  business  combinations The adoption of this principle had no
          material effect on the company's consolidated financial statements.

          SFAS  No.  142  provides,   among  other  things,  that  goodwill  and
          intangible  assets with  indeterminate  lives shall not be  amortized.
          Goodwill shall be assigned to a reporting  unit and annually  assessed
          for  impairment.  Intangible  assets with  determinate  lives shall be
          amortized  over their  estimated  useful lives,  with the useful lives
          reassessed  continuously,  and shall be assessed for impairment  under
          the  provisions  of SFAS No. 121,  "Accounting  for the  Impairment of
          Long-Lived Assets and Long-Lived Assets To Be disposed Of."

          Goodwill is also  assessed  for  impairment  on an interim  basis when
          events and circumstances  warrant.  Upon adoption of SFAS No. 142, the
          Company will assess  whether an  impairment  loss should be recognized
          and measured by comparing  the fair value of the  "reporting  unit" to
          the carrying value,  including goodwill. If the carrying value exceeds
          fair value,  then the Company  will  compare the implied fair value of
          the goodwill  (as defined in SFAS No. 142) to the  carrying  amount of
          the  goodwill.  If the  carrying  amount of the  goodwill  exceeds the
          implied fair value,  then the goodwill be adjusted to the implied fair
          value.

                                       19

<PAGE>


                            COMET TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

SFAS No. 143 -- On August 16,  2001,  the FASB issued SFAS No. 143,  "Accounting
for Asset Retirement Obligations," which is effective for fiscal years beginning
after June 15, 2002. It requires that obligations associated with the retirement
of a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair value.
Upon initially recognizing for an accrued retirement obligation,  an entity must
capitalize  the cost by  recognizing  an increase in the carrying  amount of the
related  long-lived  asset.  Over time, the liability is accreted to its present
value each period,  and the capitalized cost is depreciated over the useful life
of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain o loss upon  settlement.
While the Company has not  completed  the process of  determining  the effect of
this new  accounting  pronouncement  on its  financial  statements,  the Company
currently  expects  that the effect of SFAS No. 143 on the  Company's  financial
statements, when it becomes effective, will not be significant.



                                       20