SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-KSB

[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934.

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

           For the fiscal year ended December 31, 2002

                 Commission File Number: 0-26059



                     COMET TECHNOLOGIES, INC.
      _____________________________________________________
      (Exact name of Registrant as specified in its Charter)


              Nevada                                87-0430322
    _______________________________              _______________
    (State or other Jurisdiction of             (I.R.S. Employer
    Incorporation or Organization)              Identification No.)


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


Registrant's Telephone Number including Area Code:  (801) 532-7851

Securities Registered Under Section 12(b) of the Exchange Act:  None.
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock,
                                                            Par Value $0.001

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934, during the past 12
months (or for such shorter period that the Registrant 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 is not contained 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]

State issuer's revenues (consisting only of interest income) for its most
recent fiscal year.  $1,738.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed on the basis of the last sale price on March 21, 2003,
of $0.12, was $373,786.

As of March 21, 2003, the Registrant had outstanding 3,598,000 shares of its
common stock.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

Documents incorporated by reference:  None.


<PAGE>

                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION

PART I                                                               Page No.

Item 1.  Description of Business...........................................1
Item 2.  Description of Property...........................................6
Item 3.  Legal Proceedings.................................................6
Item 4.  Submission of Matters to a Vote of Security Holders...............6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..........6
Item 6.  Management's Discussion and Analysis or Plan of Operation.........7
Item 7.  Financial Statements..............................................9
Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure..............................................9

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.................9
Item 10. Executive Compensation...........................................11
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters..................................12
Item 12. Certain Relationships and Related Transactions...................13
Item 13. Exhibits and Reports on Form 8-K.................................13
Item 14. Controls and Procedures..........................................14
Signatures................................................................15
Certifications............................................................16

The information contained in this Form 10-KSB for the fiscal year ended
December 31, 2002, is as of the latest practicable date except for financial
information, which relates to the fiscal year.



<PAGE>


                              PART I

                 ITEM 1. DESCRIPTION OF BUSINESS

General

      Comet Technologies, Inc. (the "Company") is a "blank check" company
which is attempting to locate a business enterprise which it may acquire,
merge or reorganize with, or become engaged in.  The Company has been inactive
for several years, and to date has not located any specific business
enterprise for its involvement, nor has it entered into any arrangement or
agreements with respect thereto.  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.  On January 18, 2002, the Company entered
into a letter of intent for a proposed business reorganization with Cirmaker
Technology Corporation, a Delaware corporation ("Cirmaker").  The Company
pursued this possible transaction for several months, but the proposed
acquisition was terminated before completion, and, therefore, 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.

      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.



<PAGE>

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 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

                                2
<PAGE>

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 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.


                                3
<PAGE>
      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.


                                4
<PAGE>
      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 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 that 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.  During the fiscal year, the officers were paid a total of $15,000
for time expended in connection with a possible business combination.
Officers devote only such time to the affairs of the Company as they deem
appropriate.  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.


                                5
<PAGE>


                 ITEM 2. DESCRIPTION OF PROPERTY

      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 fiscal year
ended December 31, 2002.

                             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, 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

March 31, 2002                   0.5300          0.1600
June 30, 2002                    0.2300          0.1000
September 30, 2002               0.1200          0.1000
December 31, 2002                0.0700          0.0700

      As of March 21, 2003, the closing bid price for the Company's common
stock was $0.12.  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.

                                6
<PAGE>

      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 21, 2003, there were approximately 100 holders of record of the
Company's Common Stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

      At present, the Company does not have adequate capital to conduct any
significant operations.  The Company is engaged in the search for potential
business opportunities for acquisition or involvement with the Company, which
activities are severely limited by the Company's lack of resources.
Management believes that any business venture in which the Company becomes
involved will be made by issuing shares of the Company's authorized but
unissued common stock.  It is anticipated that the Company's liquidity,
capital resources and financial statements will be significantly different
subsequent to the consummation of any such transaction.

      The Company has very limited liquid assets, and such assets may not be
sufficient for the Company to meet its operating needs over the next twelve
months, if the Company becomes engaged in a specific business endeavor.  Until
the Company finds a business to acquire or to become engaged in, the Company
does not anticipate, however, that it will require substantial revenue, or
additional cash assets, until after December 31, 2002.  If additional funds
should become necessary for operations, the Company may be required to seek
funds privately from shareholders and officers and directors.  However, there
is no legal obligation on the part of these persons to advance or supply funds
to the Company and, accordingly, the preservation of the corporate entity
cannot be assured.  In addition, the Company anticipates that if it enters
into an acquisition transaction in the next twelve months, the surviving
company may need additional capital for operations and expansion efforts.  The
Company will seek to enter into a business transaction with a company which
either has sufficient operating capital for a period of at least one year, or
which is capable of raising capital on terms favorable to the successor
company.  There is no assurance that the Company, or its successor, will be
able to raise private capital when needed, or on favorable terms. The Company
has no material revenues and its needs for capital will in all likelihood
change dramatically if it acquires an interest in a business opportunity in
the next twelve months.

      The Company's current operating plan is to (a) cover the administrative
and reporting requirements of a public company; and (b) search for, and
investigate, 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 be
able to identify any such business, product, technology or entity suitable for
an acquisition or reorganization transaction.  Moreover, there can be no
assurance the Company will be successful in its efforts to enter into
consummate an acquisition or reorganization transaction on terms favorable or
beneficial to the Company and its shareholders, or that it, or its successor,
will be able to effectively manage the business opportunity the Company
acquires or becomes engaged in.

      The Company is dependent upon management and/or its principal
shareholders to provide sufficient working capital to preserve the integrity
of the corporate entity during this phase, and


                                7
<PAGE>


until the Company is in a position to enter into a business transaction, of
which there can be no assurance.  It is the intent of management and its
principal shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.  However, if the
Company is in need of additional capital to enter into a business opportunity,
the Company may not have sufficient capital, or be able to obtain sufficient
capital from management or its principal shareholders for such purpose.

Results of Operations

      The Company had no revenue from continuing operations for the periods
ended December 31, 2002 and 2001.

      General and administrative expenses for the periods ended December 31,
2002 and 2001, consisted of rent, general corporate administration, legal and
professional expenses, and accounting and auditing costs.  These expenses were
$29,812 and $12,750 for the periods ended December 31, 2002 and 2001,
respectively.  General and administrative expenses in the period ended
December 31, 2002 were more than in the period ended December 31, 2001
primarily due to the number of business opportunities reviewed during the year
in which professional services were required.

      The Company had no interest expense in the periods ending December 31,
2002 or 2001.  Interest income in the periods ended December 31, 2002 and
2001, respectively, resulted from the investment of funds in short-term,
liquid cash equivalents. Interest income was $1,738 and $5,338 in the periods
ended December 31, 2002 and 2001, 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
$28,074 for the period ended December 31, 2002, as compared to a net loss of
$7,412 for the same period in 2001.

      During the first three quarters of 2002, the Company pursued efforts to
effect a business reorganization with Cirmaker Technology Corporation, a
Delaware corporation ("Cirmaker").  These efforts were terminated in
approximately October, 2002.

Liquidity and Capital Resources

      At December 31, 2002, the Company had working capital of approximately
$161,686 as compared to $189,760 at December 31, 2001.  Working capital as of
both dates consisted  substantially of short-term investments, and cash and
cash equivalents, less current liabilities.

      Management believes that the Company has sufficient cash and short-term
investments to fund the Company's operations through at least the next 12
months.


                                8
<PAGE>

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 19.

     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                           Since
-------------------- ------ ----------------------------------- ---------

Richard B. Stuart    68     President and Director              1986
Philip C. Gugel      63     Vice President and Director         1986
Jack M. Gertino      64     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.


                                9
<PAGE>


      Richard B. 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.  For the past five years, he
has been engaged in the private development of, and investment in, commercial
and residential real estate in Utah and Arizona.  He currently provides
consulting services for financial institutions.  Mr. Gertino has been involved
in private and public financings over the past twenty years.  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, 1987, he has also served as an officer and director of Lazarus
Industries, Inc., a publicly held Utah 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.


                                10

<PAGE>


                 ITEM 10. EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

     The following sets forth the compensation of Comet's executive officers
for the three fiscal years ended December 31, 2002.



Name and             Fiscal
Principal            Year
Position             Ended                                       All Other ($)
Fiscal               December 31   Salary($) Bonus($) Options(#) Compensation
-------------------- ------------- --------- -------- ---------- ------------
Richard B. Stuart      2002         0          0          0 (2)      5,000 (1)
President and Chief    2001         0          0          0             0
Executive Officer      2000         0          0          0             0
-------------------- ------------- --------- -------- ---------- ------------
Jack M. Gertino
Secretary/Treasurer    2002         0          0          0 (2)     10,000 (1)
and Chief Financial    2001         0          0          0             0
Officer                2000         0          0          0             0


(1)   The Company recorded compensation expense for Richard B. Stuart and Jack
M. Gertino, computed on an hourly basis, in the amounts indicated, for their
efforts in reviewing a specific business opportunity for a possible business
combination during the fiscal year, participating in meetings and conference
calls in connection with such opportunity, and undertaking related activities.
This possible transaction was terminated in October, 2002.

(2)   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 had
received no other 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.


                                11


<PAGE>


      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.

      The following table sets forth certain information with respect to
unexercised options held by the executive officers as of December 31, 2002.

                        Number of Securities          Value of Unexercised
Name and Principal   Underlying Unexercised Options   In-the-Money Options
Position               at December 31, 2002 (#)     at December 31, 2002($)(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-

(1)  This value is determined on the basis of the difference between the
average of the high bid and asked prices on December 31, 2002, of the
securities underlying the options, and the exercise price.

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

      The following table sets forth as of March 21, 2003, 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.

                                12
<PAGE>
                                                                  Percent of
Name and Address                     Common Shares   Options (1)  Class (2)
------------------                   -------------   ----------   ---------
Richard B. Stuart (3)
10 West 100 South, Suite 610
Salt Lake City, Utah 84101               175,680      200,000       9.9%

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

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


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


(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

      During the past two fiscal years, there have been no transactions
requiring disclosure under this Item 12.

            ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


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

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

* 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.

     (b)   Form 8-K Filings.  No reports on Form 8-K were filed in the last
fiscal year of 2002.


                                13
<PAGE>

                ITEM 14.  CONTROLS AND PROCEDURES

      Evaluation of Disclosure Controls and Procedures.  Based upon an
evaluation under supervision and with the participation of Registrant's
management, as of a date within 90 days of the filing date of this Annual
Report on Form 10-KSB, Registrant's principal executive officer and principal
financial officer have concluded that the Registrant's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c)) under the Securities
Exchange Act of 1934, are effective to ensure that information required to be
disclosed (in reports that we file or submit under that Exchange Act) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.

      Changes in Internal Accounting.  There were no significant changes in
Registrant's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation.  There were
no significant deficiencies or material weaknesses, and therefore there were
no corrective actions taken.  However, the design of any system of controls is
based in part upon the assumptions about the likelihood of future events, and
there is no certainty that any design will succeed in achieving its stated
goal under all potential future considerations, regardless of how remote.


                                14
<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 21, 2003           By: /s/ Richard B. Stuart
                                   Richard B. Stuart, President and CEO


Date: March 24, 2003           By: /s/ Jack M. Gertino
                                   Jack M. Gertino, Secretary and CFO

      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 21, 2003              /s/ Richard B. Stuart
                                   Richard B. Stuart
                                   President, CEO and Director


Dated: March 24, 2003              /s/ Jack M. Gertino
                                   Jack M. Gertino
                                   Secretary, CFO and Director


Dated: March 24, 2003              /s/ Philip Gugel
                                   Philip Gugel, Director


                                15
<PAGE>

                    CERTIFICATION PURSUANT TO
          18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard B. Stuart, Chief Executive Officer, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Comet Technologies,
Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

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

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a.  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

      b.  evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

      c.  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

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

      a.  all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

      b.  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.    The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003            /s/ Richard B. Stuart
                               Richard B. Stuart, Chief Executive Officer


                                16
<PAGE>

                    CERTIFICATION PURSUANT TO
          18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack M. Gertino, Chief Financial Officer, certify that:

1.      I have reviewed this annual report on Form 10-KSB of Comet
Technologies, Inc.;

2.      Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

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

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

        a.  designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

        b.  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and

        c.  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

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

        a.  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

        b.  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.      The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  March 24, 2003         /s/ Jack M. Gertino
                              Jack M. Gertino, Chief Financial Officer


                                17
<PAGE>


                    CERTIFICATION PURSUANT TO
          18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of Comet Technologies, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
we, Richard B. Stuart and Jack M. Gertino, Chief Executive Officer and Chief
Financial Officer of the Company, respectively, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:

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

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


Date: March 21, 2003              /s/ Richard B. Stuart
                                  Richard B. Stuart, Chief Executive Officer


Date: March 24, 2003              /s/ Jack M. Gertino
                                  Jack M. Gertino, Chief Financial Officer



                                18

<PAGE>


                  INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report...............................................20

Balance Sheet..............................................................21

Statements of Operations...................................................22

Statements of Stockholders' Equity.........................................23

Statements of Cash Flows...................................................24

Notes to the Financial Statements..........................................25



                                19

<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, 2002 and the related statements
of operations, stockholders' equity, and cash flows for the years ended
December 31, 2002 and 2001 and from inception on February 7, 1986 through
December 31, 2002.  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, 2002, and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001
and from inception on February 7, 1986 through December 31, 2002, in
conformity with accounting principles generally accepted in the United States
of America.




/s/ HJ & Associates LLC

HJ & Associates, LLC
Salt Lake City, Utah
February 18, 2003





                                20

<PAGE>

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


                              ASSETS

                                                              December 31,
                                                                  2002
                                                              -------------
CURRENT ASSETS

  Cash and cash equivalents                                   $    176,686
                                                              -------------

    Total Current Assets                                           176,686
                                                              -------------

    TOTAL ASSETS                                              $    176,686
                                                              =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable - related parties                         $     15,000
                                                              -------------

     Total Current Liabilities                                      15,000
                                                              -------------

     TOTAL LIABILITIES                                              15,000
                                                              -------------
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                (80,473)
                                                              -------------

     Total Stockholders' Equity                                    161,686
                                                              -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $    176,686
                                                              =============









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

                                21

<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,
                                          2002          2001     2002
                                     ------------- ------------- -------------

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

  General and administrative               29,812        12,750       225,451
                                     ------------- ------------- -------------

    Total Expenses                         29,812        12,750       225,451
                                     ------------- ------------- -------------

LOSS FROM OPERATIONS                      (29,812)      (12,750)     (225,451)
                                     ------------- ------------- -------------
OTHER INCOME

  Dividend income                               -             -         5,493
  Interest income                           1,738         5,338       146,135
  Unrealized loss from
     marketable securities                      -             -        (6,650)
                                     ------------- ------------- -------------

    Total Other Income                      1,738         5,338       144,978
                                     ------------- ------------- -------------

NET LOSS                             $    (28,074) $     (7,412) $    (80,473)
                                     ============= ============= =============

BASIC LOSS PER SHARE                 $      (0.01) $      (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.

                                22
<PAGE>

                     COMET TECHNOLOGIES, INC.
                   (A Development Stage Company)
                Statements of Stockholders' Equity
   From Inception on February 7, 1986 through December 31, 2002


                                                                    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)

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)

Net loss for the year
 ended December 31, 2002               -          -           -       (28,074)
                           ------------- ----------- ----------- -------------

Balance, December 31, 2002     3,598,000 $    3,598  $  238,561  $    (80,473)
                           ============= =========== =========== =============




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

                                23
<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,
                                          2002          2001     2002
                                     ------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES

  Income (loss) from operations      $    (28,074) $     (7,412) $    (80,473)
  Adjustments to reconcile net
   income (loss) to net cash (used)
   provided by operating activities:
     Amortization                               -             -           301
  Change in operating assets and
   liabilities:
     Increase in taxes payable                  -             -           300
     Increase (decrease) in accounts
       payable                             15,000          (100)       14,699
                                     ------------- ------------- -------------
        Net Cash (Used) by
        Operating Activities              (13,074)       (7,512)      (65,173)
                                     ------------- ------------- -------------

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                        (13,074)       (7,512)      176,686

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                   189,760       197,272             -
                                     ------------- ------------- -------------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                    $    176,686  $    189,760  $    176,686
                                     ============= ============= =============
CASH PAID FOR:

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







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

                                24


<PAGE>
                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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 Loss Per Share

          The computation of basic 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,
                                                      2002           2001
                                                 ------------- -------------
          Numerator - loss                       $    (28,074) $     (7,412)
          Denominator - weighted average
            number of shares outstanding            3,598,000     3,598,000
                                                 ------------- -------------

          Loss per share                         $      (0.01) $     ( 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

          Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized
for taxable temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely that not that some portion or all of the
deferred tax assets will not be realized.  Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

                                25
<PAGE>

                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Provision for Taxes (Continued)

         Net deferred tax assets consist of the following components as of
December 31, 2002 and 2001:

                                                     2002         2001
                                                ------------- -------------

          Deferred tax assets:
            NOL Carryover                       $     31,785  $     20,631
                                                ------------- ------------
                                                      31,785        20,631
          Deferred tax liabilities:
            Depreciation                                   -             -

          Valuation allowance                        (31,785)      (20,631)
                                                ------------- -------------

          Net deferred tax asset                $          -  $          -
                                                ============= =============

         The income tax provision differs from the amount of income tax
determined by applying the U.S. federal income tax rate of 39% to pretax
income from continuing operations for the years ended December 31, 2002 and
2001 due to the following:

                                                     2002          2001
                                                ------------- -------------

         Book income                            $    (10,950) $     (2,817)
         Stock for Services/Options Expense                -             -
         Depreciation                                      -             -
         State Tax Expense                               100             -
         Meals and Entertainments                        285             -
         Other                                        10,565         2,817
                                                ------------- -------------
                                                $          -  $          -
                                                ============= =============

         At December 31, 2002, the Company had net operating loss
carryforwards of approximately $81,000 that may be offset against future
taxable income from the year 2002 through 2022.  No tax benefit has been
reported in the December 31, 2002 financial statements since the potential tax
benefit is offset by a valuation allowance of the same amount.

         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.


                                26
<PAGE>


                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     f.  Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

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

         The Company adopted the provisions of FASB Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," FASB
Statement No.145, "Rescission of FASB Statements No. 4, 44, and 62, Amendment
of FASB Statement No. 13, and Technical Corrections," FASB Statement No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities," FIN 44,
"Accounting for Certain Transactions Involving Stock Compensation (an
interpretation of APB Opinion No. 25)," and FASB Statement No. 147,
"Acquisitions of Certain Financial Institutions   an amendment of FASB
Statements No. 72 and 144 and FASB Interpretation No. 9." The effect of these
adopted provisions on the Company's financial statements was not significant.

         In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation   Transition and Disclosure   an amendment of FASB
Statement No. 123" (SFAS 148).  SFAS 148 is effective for fiscal years
beginning after December 15, 2003.  The Company is currently reviewing SFAS
148.




                                27


<PAGE>