UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2005
COMET TECHNOLOGIES, INC.
--------------------------------------------------------------
(Exact Name of small business issuer as specified in its charter)
Nevada 0-26059 87-0430322
------------------------ -------------------- -----------------------
(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
10 West 100 South, Suite 610, Salt Lake City, Utah 84101
-----------------------------------------------------------
(Address of principal executive offices)
(801) 532-7851
----------------------------------------------------------
(Issuer's telephone number)
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On or about February 9, 2005, the Registrant sent notification to Town
House Land Limited ("Town House") of its decision to terminate the Share
Exchange Agreement (the "Exchange Agreement") between Registrant, Town House
and the shareholders of Town House. As a result of this decision, the reverse
acquisition contemplated by the Exchange Agreement will not occur. Management
will now begin efforts to locate a suitable acquisition or merger candidate
for the Registrant.
The decision to terminate the Exchange Agreement, and the reverse
acquisition and related transactions contemplated by the Exchange Agreement,
was a result of the determination by the board of directors that Town House
had recently undertaken actions and business efforts which were a material
deviation from the business of Town House as described in the Registrant's
preliminary information statement under Schedule 14C filed with the U.S.
Securities and Exchange Commission. The board of directors concluded that
this change would require an amendment to the Registrant's 14C Information
Statement and would cause substantial additional delays and costs to
Registrant. Moreover, the board of directors concluded that the change in
the business of Town House was contrary to the best interests of the
Registrant and its shareholders.
Town House has acknowledged the Registrant's decision to terminate the
Exchange Agreement and transactions contemplated by the Exchange Agreement.
Forward-Looking Statements
Statements regarding completion, timing or effect of the Comet
transaction as well as any other statements that are not historical facts in
this Form 8-K are forward-looking statements under applicable securities laws
and involve certain risks, uncertainties and assumptions. These include, but
are not limited to, the risk that the parties will not move from the Agreement
to consummation of the transaction, receipt of regulatory approvals, and
satisfaction of closing conditions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions provide incorrect,
actual results may vary materially from those indicated. There can be no
assurance that the parties will consummate the transactions contemplated
herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
COMET TECHNOLOGIES, INC.
Date: February 11, 2005 By /s/ Richard Stuart
Richard Stuart, President
Date: February 11, 2005 By /s/ Jack M. Gertino
Jack M. Gertino, Secretary