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, 1999, 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:  $8,106.

The aggregate market value of voting stock held by non-affiliates
computed  on the basis of the last sale price on March  3,  2000,
was $1,752,120.

As of December 31, 1999, the Registrant had outstanding 3,598,000
shares of Common Stock, par value $0.001.

Documents incorporated by reference:  None.

<PAGE>

                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                     Page

Part I

1.   Description of Business                                    3

2.   Description of Properties                                  6

3.   Legal Proceedings                                          6

4.   Submission of Matters to a Vote of Security Holders        6

Part II

5.    Market  for  Common Equity and  Related  Stockholder      7
      Matters

6.    Management's  Discussion and Analysis  of  Financial      7
      Condition and Results of Operations

7.   Financial Statements                                       8

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

Part III

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

10.  Executive Compensation                                    10

11.   Security Ownership of Certain Beneficial Owners  and     11
      Management

12.  Certain Relationships and Related Transactions            11

13.  Exhibits and Reports on Form 8-K                          11

                                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 July  1986,  the
Company  has reviewed and evaluated a number of business ventures
for  possible  acquisition or participation by the Company.   The
Company has not entered into any agreement, nor does it have  any
commitment or understanding to enter into or become engaged in  a
transaction as of the date of this filing.  The Company continues
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.

To  date,  opportunities have been made available to the  Company
through  its  officers  and  directors and  through  professional
advisors including securities broker-dealers and through  members
of  the  financial  community.  It is anticipated  that  business
opportunities will continue to be available primarily from  these
sources.

To  a  large  extent,  a decision to participate  in  a  specific
business  opportunity  may  be made  upon  management's  analysis
regarding  the  quality  of  the  other  firm's  management   and
personnel,  the  asset  base  of such  firm  or  enterprise,  the
anticipated acceptability of new products or marketing  concepts,
the  merit of the firms business plan, and numerous other factors
which  are  difficult, if not impossible, to analyze through  the
application of any objective criteria.

Since  its  inception,  the Company has had  no  active  business
operations,  and  has been seeking to acquire an  interest  in  a
business  with long-term growth potential.  The Company currently
has no commitment or arrangement to participate in a business and
cannot  now  predict what type of business it may enter  into  or
acquire.  It is emphasized that the business objectives discussed
herein  are  extremely  general  and  are  not  intended  to   be
restrictive on the discretion of the Company's management.

There   are   no   plans  or  arrangements  proposed   or   under
consideration  for the issuance or sale of additional  securities
by  the  Company  prior to the identification of  an  acquisition
candidate.  Consequently, management anticipates that it  may  be
able  to participate in only one potential business venture,  due
primarily  to  the  Company's  limited  capital.   This  lack  of
diversification should be considered a substantial risk,  because
it  will  not permit the Company to offset potential losses  from
one venture against gains from another.

Selection of a Business

The  Company anticipates that businesses for possible acquisition
will  be referred by various sources, including its officers  and
directors,   professional  advisors,  securities  broker-dealers,
venture  capitalists,  members of the  financial  community,  and
others  who may present unsolicited proposals.  The Company  will
not  engage  in  any  general solicitation or advertising  for  a
business opportunity, and will rely on personal contacts  of  its
officers  and directors and their affiliates, as well as indirect
associations  between  them and other business  and  professional
people.   By  relying  on "word of mouth",  the  Company  may  be
limited  in the number of potential acquisitions it can identify.
While  it  is  not  presently anticipated that the  Company  will
engage  unaffiliated professional firms specializing in  business
acquisitions  or reorganizations, such firms may be  retained  if
management deems it in the best interest of the Company.

Compensation  to a finder or business acquisition firm  may  take
various  forms, including one-time cash payments, payments  based
on  a  percentage  of revenues or product sales volume,  payments
involving  issuance  of  securities  (including  those   of   the
Company),  or  any  combination of these  or  other  compensation
arrangements.  Consequently, the Company is currently  unable  to
predict the cost of utilizing such services.

The  Company  will  not  restrict its search  to  any  particular
business,  industry,  or  geographical location,  and  management
reserves  the  right  to  evaluate and enter  into  any  type  of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or

                                3
<PAGE>

in  need  of  additional capital to overcome  existing  financial
problems.   Participation  in  a  new  business  venture  entails
greater  risks  since  in many instances  management  of  such  a
venture will not have proved its ability, the eventual market  of
such   venture's  product  or  services  will   likely   not   be
established,  and  the  profitability  of  the  venture  will  be
unproved  and  cannot be predicted accurately.   If  the  Company
participates  in a more established firm with existing  financial
problems,  it  may  be  subjected to risk because  the  financial
resources  of  the Company may not be adequate  to  eliminate  or
reverse the circumstances leading to such financial problems.

In  seeking  a business venture, the decision of management  will
not  be  controlled  by  an  attempt to  take  advantage  of  any
anticipated   or   perceived  appeal  of  a  specific   industry,
management group, product, or industry, but will be based on  the
business  objective of seeking long-term capital appreciation  in
the  real value of the Company.  The Company will not acquire  or
merge  with  a  business or corporation in  which  the  Company's
officers,  directors,  or  promoters,  or  their  affiliates   or
associates, have any direct or indirect ownership interest.

The analysis of new businesses will be undertaken by or under the
supervision   of  the  officers  and  directors.   In   analyzing
prospective businesses, management will consider, to  the  extent
applicable,  the available technical, financial,  and  managerial
resources;  working capital and other prospects for  the  future;
the  nature of present and expected competition; the quality  and
experience of management services which may be available and  the
depth  of  that  management; the potential for further  research,
development,  or  exploration;  the  potential  for  growth   and
expansion;  the  potential  for  profit;  the  perceived   public
recognition  or  acceptance of products, services,  or  trade  or
service marks; name identification; and other relevant factors.

The  decision to participate in a specific business may be  based
on  management's  analysis of the quality  of  the  other  firm's
management  and personnel, the anticipated acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological
changes,   and  other  factors  which  are  difficult,   if   not
impossible,  to  analyze through any objective criteria.   It  is
anticipated that the results of operations of a specific firm may
not  necessarily be indicative of the potential  for  the  future
because  of  the  requirement  to substantially  shift  marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

The  Company  will  analyze  all available  factors  and  make  a
determination  based on a composite of available  facts,  without
reliance  on  any  single factor.  The period  within  which  the
Company  may  participate in a business cannot be  predicted  and
will  depend  on  circumstances  beyond  the  Company's  control,
including  the availability of businesses, the time required  for
the  Company  to  complete  its  investigation  and  analysis  of
prospective  businesses, the time required to prepare appropriate
documents    and   agreements   providing   for   the   Company's
participation, and other circumstances.

Acquisition of a Business

In   implementing   a   structure  for  a   particular   business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,  or other reorganization with another  corporation
or  entity; joint venture; license; purchase and sale of  assets;
or  purchase and sale of stock, the exact nature of which  cannot
now  be  predicted.  Notwithstanding the above, the Company  does
not  intend to participate in a business through the purchase  of
minority  stock positions.  On the consummation of a transaction,
it  is likely that the present management and shareholders of the
Company  will not be in control of the Company.  In  addition,  a
majority  or all of the Company's directors may, as part  of  the
terms  of the acquisition transaction, resign and be replaced  by
new directors without a vote of the Company's shareholders.

In  connection with the Company's acquisition of a business,  the
present  shareholders  of  the Company,  including  officers  and
directors, may, as a negotiated element of the acquisition,  sell
a  portion or all of the Company's Common Stock held by them at a
significant  premium  over  their  original  investment  in   the
Company.   As  a result of such sales, affiliates of  the  entity
participating  in  the business reorganization with  the  Company
would  acquire  a  higher percentage of equity ownership  in  the
Company.  Management does not intend to actively negotiate for or
otherwise require the purchase of all or any portion of its stock
as  a  condition to or in connection with any proposed merger  or
acquisition.  Although the Company's present shareholders did not
acquire  their  shares of Common Stock with a  view  towards  any
subsequent sale in connection with a business reorganization,  it
is  not unusual for affiliates of the entity participating in the
reorganization  to  negotiate  to purchase  shares  held  by  the
present shareholders in order to reduce the amount of shares held
by  persons  no  longer affiliated with the Company  and  thereby
reduce the

                                4
<PAGE>

potential  adverse impact on the public market in  the  Company's
common  stock  that could result from substantial sales  of  such
shares after the business reorganization.  Public investors  will
not  receive any portion of the premium that may be paid  in  the
foregoing circumstances.  Furthermore, the Company's shareholders
may  not be afforded an opportunity to approve or consent to  any
particular stock buy-out transaction.

In  the  event  sales  of shares by present shareholders  of  the
Company,  including  officers  and  directors,  is  a  negotiated
element of a future acquisition, a conflict of interest may arise
because  directors  will be negotiating for  the  acquisition  on
behalf of the Company and for sale of their shares for their  own
respective accounts.  Where a business opportunity is well suited
for  acquisition by the Company, but affiliates of  the  business
opportunity impose a condition that management sell their  shares
at  a  price  which is unacceptable to them, management  may  not
sacrifice  their financial interest for the Company  to  complete
the  transaction.   Where the business opportunity  is  not  well
suited,  but  the  price offered management for their  shares  is
high,  Management  will be tempted to effect the  acquisition  to
realize  a  substantial  gain on their  shares  in  the  Company.
Management has not adopted any policy for resolving the foregoing
potential  conflicts, should they arise, and does not  intend  to
obtain  an  independent appraisal to determine whether any  price
that  may be offered for their shares is fair.  Stockholders must
rely,  instead,  on the obligation of management to  fulfill  its
fiduciary  duty under state law to act in the best  interests  of
the Company and its stockholders.

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  would be issued in reliance  on  exemptions  from
registration under applicable federal and state securities  laws.
In  some circumstances, however, as a negotiated element  of  the
transaction,  the Company may agree to register  such  securities
either  at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which  may be registered cannot be predicted, it may be  expected
that   registration  of  securities  by  the  Company  in   these
circumstances  would entail substantial expense to  the  Company.
The  issuance  of  substantial additional  securities  and  their
potential sale into any trading market which may develop  in  the
Company's securities may have a depressive effect on such market.

While the actual terms of a transaction to which the Company  may
be  a  party  cannot  be predicted, it may be expected  that  the
parties  to  the business transaction will find it  desirable  to
structure  the acquisition as a so-called "tax-free" event  under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business  to own 80% or more of the voting stock of the surviving
entity.   In  such event, the shareholders of the  Company  would
retain less than 20% of the issued and outstanding shares of  the
surviving entity.  Section 368(a)(1) of the Code provides for tax-
free   treatment  of  certain  business  reorganizations  between
corporate  entities  where  one corporation  is  merged  with  or
acquires   the  securities  or  assets  of  another  corporation.
Generally, the Company will be the acquiring corporation in  such
a  business  reorganization,  and  the  tax-free  status  of  the
transaction  will  not  depend on the issuance  of  any  specific
amount  of  the Company's voting securities.  It is not uncommon,
however,  that as a negotiated element of a transaction completed
in  reliance  on  section  368, the acquiring  corporation  issue
securities  in  such  an  amount that  the  shareholders  of  the
acquired corporation will hold 50% or more of the voting stock of
the  surviving  entity.   Consequently, there  is  a  substantial
possibility  that  the  shareholders of the  Company  immediately
prior to the transaction would retain less than 50% of the issued
and  outstanding  shares  of  the surviving  entity.   Therefore,
regardless  of the form of the business acquisition,  it  may  be
anticipated   that   stockholders  immediately   prior   to   the
transaction  will  experience a significant  reduction  in  their
percentage of ownership in the Company.

Notwithstanding  the  fact that the Company  is  technically  the
acquiring   entity  in  the  foregoing  circumstances,  generally
accepted accounting principles will ordinarily require that  such
transaction be accounted for as if the Company had been  acquired
by  the other entity owning the business and, therefore, will not
permit  a  write-up in the carrying value of the  assets  of  the
other company.

The  manner in which the Company participates in a business  will
depend  on  the nature of the business, the respective needs  and
desires of the Company and other parties, the management  of  the
business,  and the relative negotiating strength of  the  Company
and such other management.

The  Company  will  participate in  a  business  only  after  the
negotiation  and  execution  of appropriate  written  agreements.
Although  the  terms  of  such agreements  cannot  be  predicted,
generally  such  agreements will require specific representations
and  warranties  by  all  of the parties  thereto,  will  specify
certain events of default, will detail

                                5
<PAGE>

the  terms  of closing and the conditions which must be satisfied
by  each  of the parties prior to such closing, will outline  the
manner  of  bearing costs if the transaction is not closed,  will
set  forth  remedies  on default, and will include  miscellaneous
other terms.

Operation of Business After Acquisition

The  Company's operation following its acquisition of a  business
will  be dependent on the nature of the business and the interest
acquired.   The Company is unable to predict whether the  Company
will  be in control of the business or whether present management
will be in control of the Company following the acquisition.   It
may  be  expected that the business will present  various  risks,
which cannot be predicted at the present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to
which  the  Company  may  be subject until  it  has  acquired  an
interest  in  a  business.  The use of assets and/or  conduct  of
businesses  which  the Company may acquire could  subject  it  to
environmental,  public health and safety,  land  use,  trade,  or
other  governmental regulations and state or local taxation.   In
selecting  a business in which to acquire an interest, management
will  endeavor  to  ascertain,  to  the  extent  of  the  limited
resources   of  the  Company,  the  effects  of  such  government
regulation  on  the  prospective business  of  the  Company.   In
certain  circumstances, however, such as the  acquisition  of  an
interest  in a new or start-up business activity, it may  not  be
possible  to  predict with any degree of accuracy the  impact  of
government regulation.  The inability to ascertain the effect  of
government  regulation  on a prospective business  activity  will
make  the  acquisition of an interest in such business  a  higher
risk.

Competition

The  Company will be involved in intense competition  with  other
business  entities,  many of which will have a  competitive  edge
over  the Company by virtue of their stronger financial resources
and prior experience in business.  There is no assurance that the
Company will be successful in obtaining suitable investments.

Employees

The  Company is a development stage company and currently has  no
employees.  Executive officers, who are not compensated for their
time  contributed to the Company, will devote only such  time  to
the  affairs  of the Company as they deem appropriate,  which  is
estimated  to  be  approximately 20 hours per month  per  person.
Management  of the Company expects to use consultants, attorneys,
and  accountants as necessary, and does not anticipate a need  to
engage  any  full-time employees so long as  it  is  seeking  and
evaluating  businesses.   The  need  for  employees   and   their
availability  will  be addressed in connection  with  a  decision
whether  or not to acquire or participate in a specific  business
industry.

               ITEM 2.  DESCRIPTION OF PROPERTIES

The Company uses offices and related clerical services at 10 West
100 South, Suite 610, 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 1999.

                                6
<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,  and  from
December  31,  1998, 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, 1998             0.1875                 0.125
June 30, 1998               0.125                 0.125
September 30, 1998          0.125                 0.125
December 31, 1998           0.125                 0.125

March 31, 1999              0.125                 0.125
June 30, 1999               0.125                 0.125
September 30, 1999          0.125                0.0938
December 31, 1999           0.125                 0.125

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 expire 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 March 22, 2000, 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, 1999 and 1998

The  Company  had no revenue from continuing operations  for  the
periods ended December 31, 1999 and 1998.

General  and  administrative  expenses  for  the  periods   ended
December  31,  1999  and  1998, consisted  of  general  corporate
administration, legal and professional expenses,  and  accounting
and  auditing costs.  These expenses were $7,961 and  $9,224  for
the  periods  ended  December 31, 1999  and  1998,  respectively.
General  and administrative expenses in the period ended December
31,  1999  were less than in the period ended December  31,  1998
primarily  due  to the number of business opportunities  reviewed
during the year in which professional services were required.

                                7
<PAGE>

The  Company  had  no  interest expense  in  the  periods  ending
December 31, 1999 or 1998.  Interest income in the periods  ended
December  31,  1999  and 1998, respectively,  resulted  from  the
investment  of  funds  in  short-term, liquid  cash  equivalents.
Interest  income  was  $8,106 and $7,463  in  the  periods  ended
December  31, 1999 and 1998, respectively.  Interest  income  has
increased  from  period  to  period  primarily  because  of   the
additional  interest  earned  on interest  accumulated  in  prior
periods.

As  a result of the foregoing factors, the Company realized a net
gain  of $145 for the period ended December 31, 1998, as compared
to a net loss of $1,761 for the same period in 1998.

Liquidity and Capital Resources

At  December  31,  1999,  the  Company  had  working  capital  of
approximately  $198,975 as compared to $201,075 at  December  31,
1998.   Working  capital as of both dates consisted substantially
of   short-term  investments,  and  cash  and  cash  equivalents.
Although the Company's most significant assets consist largely of
cash  and cash equivalents, the Company has no intent to  become,
or  hold  itself out to be, engaged primarily in the business  of
investing,  reinvesting, or trading in securities.   Accordingly,
the  Company  does  not  anticipate being  required  to  register
pursuant to the Investment Company Act of 1940 and expects to  be
limited  in its ability to invest in securities, other than  cash
equivalents and government securities, in the aggregate amount of
over  40%  of  its assets.  There can be no assurances  that  any
investment made by the Company will not result in losses.

Management  believes  that the Company has  sufficient  cash  and
short-term  investments  to meet the  anticipated  needs  of  the
Company's  operations  through  at  least  the  next  12  months.
However,  there  can  be no assurances to  that  effect,  as  the
Company  has no significant revenues and the Company's  need  for
capital may change dramatically if it acquires an interest  in  a
business  opportunity during that period.  The Company's  current
operating  plan is to (i) handle the administrative and reporting
requirements  of a public company; and (ii) search for  potential
businesses, products, technologies and companies for acquisition.
At  present,  the Company has no understandings,  commitments  or
agreements  with  respect  to the acquisition  of  any  business,
product, technology or company and there can be no assurance that
the  Company will identify any such business, product, technology
or  company  suitable  for acquisition in the  future.   Further,
there can be no assurance that the Company would be successful in
consummating any acquisition on favorable terms or that  it  will
be able to profitably manage the business, product, technology or
company it acquires.

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.

                  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 F-
1.


    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 four years.

                                8
<PAGE>

                            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   61   President and Director           1986

Philip C. Gugel     57   Vice President and Director      1986

Jack M. Gertino     60   Secretary, Treasurer and         1986
                         Director

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

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

Richard  Stuart  is  President and a director  of  Compuscore,  a
privately-held  company providing computer  scoring  of  clinical
protocols.   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 employed part time with the University  of  Utah
since  1977  and is presently Professor of Family  and  Community
Medicine  and  Professor of Social Work.  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
the  past five years.  Since 1986 he has been the Chief Executive
Officer of Hawthorne Capital Corporation, a private company which
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.

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.

                                9
<PAGE>

                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 as discussed under "BUSINESS."  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, 1999.

Name and Principal      Number of Securities         Value of Unexercised
Position               Underlying Unexercised        In-the-Money Options
                             Options at              December 31, 1999 ($)(1)
                        December 31, 1999 (#)

                     Exerciseable/Unexerciseable   Exerciseable/Unexerciseable

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

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

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

(1)   This  value  is determined on the basis of  the  difference
between  the average of the high bid and asked prices on December
31,  1999,  of the securities underlying the options,  which  was
$0.1719, and the exercise price.

                               10
<PAGE>

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

The  following table sets forth as of March 1, 2000,  the  number
and  percentage of the 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

There are no proposed transactions and no transactions during the
past two years to which the Company was a party and in which  any
officer,  director, or principal stockholder, or their affiliates
or associates, was also a party.

                            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.

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

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

                               11
<PAGE>

  2       (3)(ii)     By-Laws                                   *

  3       (10)       Option  granted to Richard B.  Stuart      *
                     March 11, 1999
  4       (10)       Option  granted  to Philip  C.  Gugel      *
                     March 11, 1999
  5       (10)       Option  granted  to Jack  M.  Gertino      *
                     March 11, 1999
  6       (10)       Warrant  granted to  Mark  E.  Lehman      *
                     March 11, 1999
  7       (27)       Financial Data Schedules                   **

 .
*   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.

**    The  Financial  Data  Schedule  is  included  only  in  the
electronic filing of this report with the Securities and Exchange
Commission.

Form 8-K Filings

No reports on Form 8-K were filed in the last calendar quarter of
1999.

                               12
<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: March 28, 2000               By: /s/ Richard B. Stuart
                                       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: March 28, 2000             /s/ Richard B. Stuart, Director


Dated: March 28, 2000            /s/ Philip Gugel, Director


Dated: March 28, 2000            /s/ Jack M. Gertino, Director


                               13
<PAGE>

                    COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)

                      Financial Statements

                   December 31, 1999 and 1998

                            CONTENTS


Independent Auditors' Report                                  F-2

Balance Sheet                                                 F-3

Statements of Operations                                      F-4

Statements of Stockholders' Equity                            F-5

Statements of Cash Flows                                      F-6

Notes to the Financial Statements                             F-7


                               F-1
<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,  1999 and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1999  and
1998 and from inception on February 7, 1986 through December  31,
1999.   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 generally  accepted
auditing  standards.  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, 1999, and the results of its operations and its cash
flows  for  the years ended December 31, 1999 and 1998  and  from
inception  on  February  7, 1986 through December  31,  1999,  in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed
in  Note  4  to  the  financial  statements,  the  Company  is  a
development  stage company with no significant operating  results
to  date,  which  raises substantial doubt about its  ability  to
continue  as  a going concern.  Management's plans in  regard  to
these  matters  are  also described in  Note  4.   The  financial
statements do not include any adjustments that might result  from
the outcome of the uncertainty.



Jones, Jensen, & Company
Salt Lake City, Utah
March 6, 2000


                               F-2
<PAGE>

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


                             ASSETS

                                                     December 31,
                                                     1999

CURRENT ASSETS

 Cash and cash equivalents                          $  199,075

  Total Current Assets                                 199,075

  TOTAL ASSETS                                      $  199,075


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                   $       -
 Taxes payable                                             100

  Total Current Liabilities                                100

  Total Liabilities                                        100
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      (43,184)

  Total Stockholders' Equity                           198,975

  TOTAL LIABILITIES AND  STOCKHOLDERS'
   EQUITY                                           $  199,075


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

                               F-3
<PAGE>

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


                                                                     From
                                                                 Inception on
                                                                 February 7,
                                   For the Years Ended          1986 through
                                     December 31,               December 31,
                                 1999            1998               1999

REVENUES                        $   -           $  -              $     -

EXPENSES

 General and administrative      7,961          9,224               171,694

  Total Expenses                 7,961          9,224               171,694

LOSS FROM OPERATIONS            (7,961)        (9,224)             (171,694)

OTHER INCOME (LOSS)

 Dividend income                    -               -                 5,493
 Interest income                 8,106           7,463              129,667
 Unrealized loss from
   marketable securities            -               -                (6,650)

  Total Other Income (Loss)      8,106           7,463              128,510

NET INCOME (LOSS)              $   145        $ (1,761)          $  (43,184)

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.

                               F-4
<PAGE>

                    COMET TECHNOLOGIES, INC.
                 (A Development Stage Company)
               Statements of Stockholders' Equity
  From Inception on February 7, 1986 through December 31, 1999


                                                                    Deficit
                                                                   Accumulated
                                                      Capital in      During
                                 Common Stock         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)


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

                               F-5
<PAGE>

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


                                                                      From
                                                                  Inception on
                                                                   February 7,
                                    For the Years Ended           1986 through
                                     December 31,                 December 31,
                                    1999             1998              1999

CASH FLOWS FROM OPERATING ACTIVITIES

Income (loss) from operations     $   145        $ (1,761)        $ (43,184)
 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                           101             (101)               -
  Increase in taxes payable            -               -               300
  Increase (decrease) in
   accounts payable               (2,246)           2,129             (201)

  Net Cash Provided (Used) by
    Operating Activities          (2,000)             267          (42,784)

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 IN CASH AND CASH
 EQUIVALENTS                      (2,000)            267           199,075

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD          201,075         200,808                -

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD             $  199,075       $ 201,075         $ 199,075

CASH PAID FOR:

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


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

                               F-6
<PAGE>

                    COMET TECHNOLOGIES, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
                       December 31, 1999


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,
                                                   1999          1998

       Numerator - income (loss)                 $    145     $  (1,761)
       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. Income Taxes

       No  provision  for income taxes has been  accrued  because
       the  Company has net operating losses from inception.  The
       net  operating loss carryforwards of approximately $43,000
       at  December 31, 1999 expire in 2002 through 2019.  No tax
       benefit  has  been  reported in the  financial  statements
       because  the  Company  is uncertain if  the  carryforwards
       will  expire  unused.   Accordingly,  the  potential   tax
       benefits  are offset by a valuation account  of  the  same
       amount.

                               F-7
<PAGE>

                    COMET TECHNOLOGIES, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
                       December 31, 1999

NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       g.  Estimates

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

NOTE 2 -   PUBLIC OFFERING OF UNITS

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

NOTE 3 -   PREFERRED STOCK

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

NOTE 4 -   GOING CONCERN

       The  Company's  financial statements  are  prepared  using
       generally accepted accounting principles applicable  to  a
       going  concern  which  contemplates  the  realization   of
       assets  and  liquidation  of  liabilities  in  the  normal
       course  of business.  However, the Company does  not  have
       significant  cash or other material assets,  nor  does  it
       have   an   established  source  of   operating   revenues
       sufficient  to cover its operating costs and to  allow  it
       to  continue as a going concern.  It is the intent of  the
       Company  to  seek  a  merger with an  existing,  operating
       company.   In  the interim, shareholders  of  the  Company
       have committed to meeting its minimal operating expenses.

                               F-8
<PAGE>