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: May 31, 2006
(Date of earliest event reported): May 30, 2006
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)
No.38 Dingxin 3rd Street, Nangang District, Harbin,
Heilongjiang Province, People's Republic of China 150001
_________________________________________________________
(Address of principal executive offices)
86-451-53994073
___________________________________________________
(Registrant's telephone number, including area code)
8 East Broadway #428, Salt Lake City, Utah 84111
_____________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4 ))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
SUMMARY
On May 30, 2006, Comet Technologies, Inc. ("Comet" or the "Company")
consummated the terms of a Stock Exchange Agreement (the "Exchange Agreement")
with American California Pharmaceutical Group, Inc., a California corporation
("ACPG"), and the shareholders of ACPG. The effective date of the closing of
the transaction is May 30, 2006. As a result of the transaction, Comet has
issued a total of 10,193,377 shares of its common voting stock to the
stockholders of ACPG, in exchange for 100% of the capital stock of ACPG. The
common shares were issued in reliance on the exemption from registration set
forth in Section 4(2) of the Securities Act of 1933 as amended and Regulation
D thereunder.
As a result of the transaction, ACPG is now a wholly-owned subsidiary of
Comet, and Comet, which previously had no material operations, will be a
holding company for the business of ACPG and its subsidiaries, described
below. ACPG is a California holding corporation, which owns all of the issued
and outstanding shares of registered capital of Harbin Tian Di Ren Medical
Science and Technology Company ("TDR"), a limited liability company organized
in Heilongjiang Province in the People's Republic of China ("PRC" or "China").
TDR is engaged in the manufacture, marketing and sale of over-the-counter
nutraceutical and medicinal products, primarily in China. A detailed
description of the business of ACPG and subsidiaries is included as part of an
initial Form 8-K dated May 15, 2006, reporting this transaction, which is
incorporated herein by reference.
The Exchange Agreement was determined through negotiations between Comet
and ACPG representatives. Prior to the transaction, there were no material
relationships between the Company and ACPG or any of their respective
affiliates, directors or officers or any associates of such officers or
directors.
The Exchange Agreement was filed as an exhibit to the initial Form 8-K
dated May 11, 2006, and is incorporated herein by reference.
As a result of the closing of the Exchange Agreement ("Closing"), there
has been a change in voting control of Comet. The former shareholders of ACPG
now hold a total of 10,193,377 shares of common stock of ACPG, or
approximately 93% of the outstanding common stock of Comet, and the original
Comet shareholders now hold a total of 735,993 shares of common stock, or 7%
of the outstanding common stock, including stock granted under a consulting
agreement to Comet's two current officers, who resigned as officers and
directors at the closing. In addition, Comet has a total of 31,250 shares
issuable under outstanding options and warrants.
Comet is a public company whose securities are quoted on the
over-the-counter Bulletin Board under the symbol "COMT."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Closing, the number and
percentage of the 10,960,620 shares of outstanding common stock that were
beneficially owned by each person who holds more than 5% of the outstanding
common stock, or who is currently a director or executive officer of Comet,
and all current directors and officers of Comet as a group.
Name and Address of
Beneficial Owner Common Stock Percent of Class
__________________________________ ____________________ _________________
Officers and Directors:
Liu Yan-qing* 4,660,595 42.52
Han Xiao-yan* 1,402,907 12.80
Wang Hai-feng* 0 0.00
All Officers and Directors
as a group (3 persons): 6,063,502 55.32
Other Principal Shareholders:
Jin Zheng* 812,284 7.41
Sun Xiao-guang* 1,085,402 9.90
Qu Zhi-hua* 1,090,912 9.95
* In connection with the consummation of the acquisition, Comet has changed
the address of its principal executive offices to No. 38 Dingxin 3rd Street,
Nangang District, Heilongjiang Province, Harbin, China 150001. Its new
telephone number will be 86-451-5399-4073, effective as of the Closing of the
Exchange Agreement. The street address of the above shareholder is the
Company's address.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, some of the
statements in this Report contain forward-looking statements that involve
risks and uncertainties. They include statements concerning: the transaction
with ACPG and information concerning its: business strategy; expectations of
market and customer response; liquidity and capital expenditures; future
sources of revenues; expansion of proposed product line; and trends in
industry activity generally. In some cases, you can identify forward-looking
statements by words such as "may," "will," "should," "expect," "plan,"
"could," "anticipate," "intend," "believe," "estimate," "predict,"
"potential," "goal," or "continue" or similar terminology. These statements
are only
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predictions and involve known and unknown risks, uncertainties and other
factors, including, but not limited to, the risks outlined under "Risk
Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Although we believe that the
expectations reflected in the forward looking statements are reasonable, we
cannot guarantee future events, results, levels of activity, performance or
achievements. Unless we are required to do so under US federal securities laws
or other applicable laws, we do not intend to update or revise any
forward-looking statements.
DIRECTORS AND OFFICERS
At the Closing, Richard B. Stuart resigned as a director, and Liu
Yan-qing was elected as a director to fill the resulting vacancy; Jack M.
Gertino resigned as a director and Han Xiao-yan was elected to fill the
resulting vacancy; and the board expanded the board of directors to three
individuals and elected Wang Hai-feng to fill the third vacancy. Thereafter,
Liu Yan-qing was elected President, Chief Executive Officer and Chairman of
the Board; Han Xiao-yan was elected Chief Financial Officer; and Wang Hai-feng
was elected Secretary/ Treasurer, as reflected below:
Name Age Positions
____________________________________________________________________________
Liu Yan-qing 42 CEO, President and Director
Han Xiao-yan 40 CFO and Director
Wang Hai-feng 30 Secretary/Treasurer and Director
The following is information on the business experience of each of the
members of management after the closing of the Exchange Agreement.
Liu Yan-qing is the Director of Harbin Tian Di Ren Medical Science and
Technology Company and also the General Manager of Harbin First
Bio-Engineering Company Limited. He graduated from Prophylactic Department of
Harbin Medicine University, where he obtained his bachelor's degree. In
2005, he studied at Tsing Hua University and got an Executive Masters of
Business. Before establishing his own company, he had 8 years of experience
as a reporter of Family Health Newspaper. He has 10 years of experience in
drug marketing, R&D of new drugs and enterprise management. He has been
instrumental in establishing TDR's sales program and sales network covering
the PRC.
Han Xiao-yan is the General Manager of TDR and the Vice Director of
Harbin First Bio-Engineering Company Limited. She received a master of
business administration at Harbin Industrial University. She had five years
of hygiene and medical media experience before becoming employed by TDR, and
has been instrumental in developing and marketing TDR's products and expanding
its sales. She serves as senior marketing manager and administrative manager.
She has 10 years of financial management experience. In 2004, she was
appointed the general manager of TDR, with responsibility for financing,
production, quality control and purchasing. In 2003, she was appointed vice
director of First Bio-Engineering Company Limited.
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Wang Hai-feng graduated from Heilongjiang University where he majored in
English Literature and received two bachelors degrees in English and
International Trade. He joined TDR in 2003 and has served as the manager of
the international business department, and the assistant to the president and
the secretary of the board of directors. He has been instrumental in the
establishment of the Company's international business department and the
expansion of foreign trade. In 2005, he assisted in product innovation and
branding for international markets. Through the efforts of Mr. Wang, the
Company has established strategic relationships with several foreign partners.
Before his employment by TDR, Mr. Wang had experience in product exporting,
translating and project operations in foreign companies.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The information set forth above under "Item 2.01 Completion of
Acquisition or Disposition of Assets," and in the same section in the
Company's Form 8-K filed on May 15, 2006, is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
The information set forth above under "Item 2.01 Completion of
Acquisition or Disposition of Assets," and in the same section in the
Company's Form 8-K filed on May 15, 2006, is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Attached to the initial Form 8-K dated May 11, 2006 pertaining to this
transaction, were the following financial statements required under Item
9.01(a), and pro forma financial information required under Item 9.01(b) of
Form 8-K, which are incorporated herein by reference.
1. Audited Consolidated Financial Statements of Harbin Tian Di Ren
Medical Science and Technology Company and Subsidiaries for the year ended
December 31, 2004, together with the report of e-Fang Accountancy Corp., &
CPA, certified public accountants, dated February 25, 2006;
2. Audited Consolidated Financial Statements of American Pharmaceutical
Group, Inc. and Subsidiaries, for the year ended December 31, 2005, together
with the report of e-Fang Accountancy Corp., & CPA, certified public
accountants, dated March 18, 2006; and
3. Pro Forma Consolidated Financial presentation of Comet Technologies,
Inc. and American California Pharmaceutical Group, Inc., as of December 31,
2005.
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EXHIBITS
Copies of the following exhibits are included as exhibits to this Form
8-K pursuant to Item 601 of Regulation S-B.
Exhibit No. Title
___________ _______________________________________________________
10.1* Stock Exchange Agreement dated May 11, 2006
99.1* Press Release dated May 15, 2006
99.2 Press Release dated May 31, 2006
*Filed as exhibit to Form 8-K dated May 15, 2006.
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: May 31, 2006 By /s/ Liu Yan-qing
______________________________________
Liu Yan-qing, President
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