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 for the fiscal year ended December 31, 2003.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-26059
COMET TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its Charter)
Nevada 87-0430322
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(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
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(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. $1,326.
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 24, 2004,
of $0.25, was $778,722.
As of April 8, 2004, 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.
TABLE OF CONTENTS
ITEM NUMBER AND CAPTION
PART I Page No.
Item 1. Description of Business......................................... 1
Item 2. Description of Property ........................................ 7
Item 3. Legal Proceedings............................................... 7
Item 4. Submission of Matters to a Vote of Security Holders ............ 7
PART II
Item 5. Market for Common Equity and Related Stockholder Matters ....... 7
Item 6. Management's Discussion and Analysis or Plan of Operation....... 8
Item 7. Financial Statements........................................... 10
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure........................... 10
Item 8A. Controls and Procedures........................................ 10
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.... 11
Item 10. Executive Compensation......................................... 14
Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................... 15
Item 12. Certain Relationships and Related Transactions ................ 17
Item 13. Exhibits and Reports on Form 8-K............................... 18
Item 14. Principal Accountant Fees and Services......................... 19
Signatures................................................................ 20
The information contained in this Form 10-KSB for the fiscal year ended
December 31, 2003, is as of the latest practicable date except for financial
information, which relates to the fiscal year.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Comet Technologies, Inc. (the "Company") is a "blank check" company which
has been seeking 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 until January, 2004, when it entered into an agreement with
Town House Land Limited, discussed below, had not located any specific
business enterprise for its involvement, nor had 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 numerous business ventures for possible acquisition or participation
by the Company. To date, the Company has not acquired any business venture or
engaged in any active operations.
The Company was inactive until January, 2004, when the Company entered
into a Stock Exchange Agreement with Town House Land Limited ("Town House"), a
company organized in the Hong Kong Special Administrative Region in The
People's Republic of China, and the shareholders of Town House, providing for
the acquisition of Town House in a reverse acquisition, described below under
"DESCRIPTION OF EXCHANGE AGREEMENT." Comet is a public company whose
securities are quoted on the over-the-counter Bulletin Board under the symbol
"CMEK."
DESCRIPTION OF EXCHANGE AGREEMENT
On January 19, 2004, Comet Technologies, Inc. ("Comet" or the
"Registrant") entered into a Stock Exchange Agreement (the "Agreement") by and
among Comet, Town House Land Limited, a company organized in the Hong Kong
Special Administrative Region in The People's Republic of China ("Town
House"); and the shareholders of Town House (the "Town House Shareholders").
Town House owns 97% of the registered capital of Wuhan Pacific Real Estate
Industry Development Company Limited ("Wuhan Pacific"), a foreign enterprise
organized in Hubei Province in The People's Republic of China ("PRC").
If consummated, the Town House Shareholders have agreed to exchange all
of the outstanding shares of Town House, in exchange for the issuance to the
Town House Shareholders of a total of 18,390,000 post-split shares of Comet
Common Stock. If the transaction is consummated, the Town House Shareholders
will hold shares representing approximately ninety four percent (94%) of the
total outstanding common shares of Comet, after all stock issuances in the
transaction. This exchange would take place following a one-for-three (1 for
3) reverse stock split of the presently issued and outstanding common stock of
Comet.
Over the past few weeks, both Comet and Town House have undertaken due
diligence investigations of each other in preparation for the consummation of
the transaction, and the due diligence is near completion. In the next
several weeks, Comet plans to prepare appropriate shareholder materials for
dissemination to the shareholders to obtain shareholder approval of the
proposed transaction as soon as practicable, subject to completion of due
diligence and receipt of appropriate financial statements of Town House and
its subsidiary.
1
If the transaction is consummated, the name of Comet will be changed to
"Wuhan Development Corporation," or such other name as selected by Town House.
Upon closing, the majority of the current officers and directors of Comet will
resign and be replaced by officers and directors of Town House. The Agreement
also contemplates the adoption of a 2004 Stock Plan, the appointment of the
auditors of Town House as the new independent auditors of the resulting
company, and the amendment of the articles of incorporation of the Registrant
to change its name, as described above, and to increase the authorized capital
from 20,000,000 shares to 50,000,000 shares of common stock. The Agreement
requires the approval of the shareholders of Comet. The Company has received
approval of the transaction, by consent, from shareholders holding in excess
of 50% of the outstanding common stock, and plans to mail an Information
Statement concerning the transaction on or about April 15, 2004. Comet
expects that, barring any unforeseen circumstances, the transaction will close
in the end of April, or in May, 2004.
The consummation of the transaction with Town House is subject to a
number of conditions, including completion of satisfactory due diligence,
receipt by Comet of financial statements of Town House as required under
applicable regulations, and satisfaction of all applicable regulatory
requirements. If the Agreement is consummated, the business of the Registrant
will be conducted through its then subsidiary, Town House, which will, in
turn, conduct its business through its subsidiary Wuhan Pacific. There is no
assurance the transaction will be completed.
The closing is also subject to Town House and Belair Consulting, L.L.C.,
a limited liability company ("Belair") of which the present officers and
directors are owners, entering into an acceptable consulting agreement under
the terms of which Belair will provide consulting services to the resulting
company for a period of at least one year. It is anticipated Belair will
receive restricted common stock and cash for such consulting services. (See
"Item 12 Certain Relationships and Related Transactions").
The description of the Agreement set forth herein does not purport to be
complete and is qualified in it entirety by the provision of the Agreement,
which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on January 27, 2004, and incorporated herein by reference.
BUSINESS OF TOWN HOUSE LAND LIMITED
General
The principal business operations of Town House are conducted by and
through its subsidiary, Wuhan Pacific Real Estate Development Company Limited
("Wuhan Pacific").
Wuhan Pacific is one of the first privately owned property developers in
Wuhan City and is one of the largest property developers in Wuhan City, based
on a list of top 100 property development enterprises in Wuhan City in terms
of Gross Floor Area ("GFA") sold in 2002 published by the Wuhan Statistics
Bureau. It engages principally in the development and sale of high quality
private residential properties catering to the mass residential property
market in Wuhan City. Wuhan Pacific also engages in other ancillary property
related services such as property sales planning and underwriting,
construction supervisory and real estate agency services.
2
Wuhan Pacific's portfolio of properties under development are currently
all located in Wuhan City and target different segments within the mass
residential property market, including young white collar employees, middle to
senior managers in enterprises, entrepreneurs and families with young
children. These upwardly mobile people represent the emerging middle class in
Wuhan City and are a growing source of demand in the mass residential property
market.
As of December 31, 2002, Wuhan Pacific reports that it and other equity
joint venture companies in which Wuhan Pacific has equity interests have
interests in four property development projects in Wuhan City, with an
approximate GFA of 200,000 square meters and an aggregate site area of
approximately 100,566 square meters. Wuhan Pacific has obtained land use
rights certificates in respect of each of these four property development
projects. In addition, Wuhan Pacific has not yet obtained land use rights
certificates in respect of, but has interest in and plans to develop a further
five projects in Wuhan City with an approximate GFA of 252,000 square meters
and an aggregate site area of approximately 70,000 square meters. Since the
relevant land use rights certificates have not yet been issued or obtained, no
commercial value has been assigned to any of these five additional projects or
in the calculation of its adjusted net tangible asset value.
Wuhan Pacific reports that it has achieved to date high pre-sales rate of
85% to 90% (in terms of GFA of residential units sold) prior to the issue of
the relevant building ownership certificates. In 2001, Wuhan Pacific was
ranked as the top of the private property developers in Wuhan City, and ninth
amongst all property developers in Wuhan City, in terms of total GFA of all
properties sold, according to the list of top 100 property development
enterprises in Wuhan City in terms of FGA sold in 2001 published by the Wuhan
Statistics Bureau.
Wuhan Pacific aims to further solidify its position in Wuhan City, and
plans to also expand its focus on property business in Shanghai. Wuhan
Pacific also indicates that it will pursue quality business opportunities in
other fast growing cities in China such as Yi Chang, if market conditions are
appropriate.
Town House Land Limited
Town House Land Limited ("Town House") is a limited liability company
organized in 2003 in the Hong Kong Special Administrative Region in the PRC,
as a holding company.
Town House owns 97% of Wuhan Pacific which was organized in Hubei
Province in the PRC as a limited liability company in 1995. Substantially all
of the assets and operations of Town House in the PRC are conducted through
Wuhan Pacific.
Wuhan Pacific Real Estate Development Company Limited
Wuhan Pacific was organized as a limited liability company in The
People's Republic of China ("PRC") on December 18, 1995. The primary purpose
of Wuhan Pacific was real estate development including apartments, retail and
commercial facilities, and mixed use buildings. The principal executive
office of Wuhan Pacific is located at No. 250 Jianghan Road, 32 Diamond
Mansion, Jiang'an District, Wuhan City, Hubei Province in the PRC.
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Property Development
Wuhan Pacific has been principally engaged in the design and construction
of luxury apartment buildings and mixed use buildings in the City of Wuhan in
the PRC. The apartments are primarily held for sale to middle income to upper
level income customers. Certain properties developed by Wuhan Pacific are
mixed-use properties that also include retail and commercial floors on the
lower levels of the buildings.
Market
The principal market of Town House for its real estate development
activities has been in the City of Wuhan in the PRC.
The City of Wuhan is an ancient city and is the capital of Hubei Province
in central China. Wuhan is the sixth largest city in the PRC with a
population of approximately 8,000,000. Wuhan is an important transportation
center on the Jianhan Plain, sitting at the confluence of the Yangtze River,
the Hanjiang River, and its longest branch - the Hansui River. The City of
Wuhan is comprised of three cities: Hanyang, Wuchang and Hankou.
Because of the significant economic growth and development of central
China, the City of Wuhan has experienced increasing demand for luxury
residential properties and for retail and commercial space. The concept of
mixed use buildings with retail and commercial space on the street level and
the lowest floors with luxury apartment units on the higher floors has become
increasingly popular in the PRC. As a result, recent building activity of
Town House has been designed with the mixed use concept as principal
objective.
Town House is in competition with other real estate development companies
in the City of Wuhan, some of which are larger and have greater financial
resources than Town House.
Project Financing
The real estate projects of Wuhan Pacific have been financed primarily by
secured bank loans and by loans from Mr. Fang Zhong, the largest stockholder,
a director, Chief Executive Officer and President of Town House.
To facilitate the sale of its apartments, Town House has entered into
corporate guarantees to secure mortgage loans to its property buyers.
Property Development Activities
General. During the three year period ended December 31, 2003, Wuhan
Pacific has designed, constructed and developed the following residential
apartment and retail/commercial properties in the City of Wuhan in the PRC:
Name Property Type Area in Square Feet
------ ------------- -------------------
1. Gutian Apartments Residential apartments 130,508 sq. ft.
(5 floors- 112 units)
2. Garden of Eden Residential apartments 185,997 sq. ft.
Apartments (6 floors- 138 units)
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3. General Gardens Residential apartments 652,476 sq. ft.
Phase I (8 floors - 936 units)
4. General Gardens Residential apartments 580,534 sq. ft.
Phase II (8 floors- 667 units)
5. Diamond Mansion Residential apartments 186,502 sq. ft.
Phase I (6-17th floors)
Retail and commercial 72,890 sq. ft.
(basement - 5th floors)
1. Gutian Apartments. The Gutian Apartments consists of 112 apartment
units ranging from 1,435 square feet to 2,037 square feet. The Gutian
Apartments are located close to a retail and commercial area in the City of
Wuhan
2. The Garden of Eden. The Garden of Eden apartment complex is
composed of three apartment buildings that have 138 apartment units ranging
from 1,245 square feet to 2,408 square feet. The Garden of Eden has a
European style, and is conveniently located near a retail and commercial area
also located in the City of Wuhan.
3. General Gardens - Phase I. The General Gardens-Phase I consists of
buildings that have 936 apartment units ranging from 514 square feet to 1,170
square feet.
4. General Gardens - Phase II. The General Gardens - Phase II is
composed of apartment buildings that have 667 apartment units ranging from 595
square feet to 1,887 square feet.
5. Diamond Mansion - Phase I. The Diamond Mansion - Phase I is an 18
story building located on a significant retail and commercial thoroughfare
which is blocked from vehicle traffic. The first four floors have been sold
for retail and commercial operations. The seventh through seventeenth floors
are comprised of residential apartments. The basement and the 18th floor is
presently used for storage but are held for sale.
Construction-in-Progress
Sanyang Apartments. During 2003, Wuhan Pacific acquired land use rights
to a 153,000 square foot property situated on Sanyan Road in an upscale area
of Hankou in the City of Wuhan Pacific for $1,539,855. Construction of a
combined commercial and residential apartment complex is to be called the
Sanyang Apartments began during 2003.
Jing Qi. The Jing Qi project is a combined commercial residential
apartment complex which is expected to commence construction during 2004.
Construction has been temporarily halted on this project until the City
of Wuhan completes its construction of a road to the complex which is being
paid for by the City of Wuhan.
Diamond Mansion - Phase II. The Diamond Mansion - Phase II project has
commenced construction. It is a combined retail/commercial and residential
apartment building adjacent to Diamond Mansion - Phase I which has been
previously completed.
5
Ownership of Land
There is no private ownership of land in the PRC, and all land ownership
is held by the government of the PRC, its agencies and collectives.
However, land use rights can be obtained from the government for periods
ranging from 50 to 70 years, and are typically renewable. Land use rights can
be transferred and these transfers account for most of the business activity
in the primary real estate market in the PRC upon approval by the land
administrative authorities of the PRC (State Land Administration Bureau) upon
payment of the required land transfer fees.
Properties may under certain circumstances be sold in advance of the
completion of the actual full development of a property. Apartments can be
purchased by customers by payment-in-full, payment by installment, or payment
by mortgaged property loans.
Government Regulation
Wuhan Pacific's projects are subject to various laws and governmental
regulations, such as zoning regulations, relating to its business operations
and project developments. It must obtain and keep current various licenses,
permits and regulatory approvals for its development projects. Wuhan Pacific
believes that its is in compliance with all laws, rules and regulations
applicable to its projects and that such laws, rules and regulations do not
currently have a material impact on its operations. Due to the increasing
levels of development in the areas of China where it currently operates, it is
possible that new laws, rules and/or regulations may be adopted that could
affect Wuhan Pacific's projects or proposed projects. The enactment of such
laws, rules or regulations in the future could have a negative impact on its
projected growth or profitability, which could decrease its projected revenues
or increase its costs of doing business.
Employees
As of December 31, 2003, Town House and Wuhan Pacific had approximately
150 employees. No employee group is covered under a collective bargaining
agreement. Town House and Wuhan Pacific believes its relationship with its
employees is good.
Legal Proceedings
Town House and its subsidiaries are not a party to, nor are any of our
respective properties the subject of, any material pending legal or
arbitration proceedings.
Forward-Looking Statements
The foregoing discussion of Town House and Wuhan Pacific contains
forward-looking statements. The works or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements". Such statements include those
concerning the expected financial performance, corporate strategy and
operational plans of Town House and Wuhan Pacific (together referred to as
"Town House"). Actual results could differ materially from those project in
the forward-looking statements as a result of a number of risks and
uncertainties, including: (a) Town House's attempt to expand its real estate
development operations and whether it can successfully incorporate such
expanded business into its operations; (b) low cash balances which may impede
Town House's ability to grow its business and compete against competitors and
liquidity related risks; (c) any economic, political,
6
regulatory, legal and social conditions in China that may negatively affect
its business; and (d) dependence upon funding from banks and others.
Statements made herein are as of the date of the filing of this Form 10-KSB
and should not be relied upon as of any subsequent date. Unless otherwise
required by applicable law, neither the Registrant nor Town House undertakes
or specifically disclaims any obligation, to update any forward-looking
statements to reflect occurrences, developments, unanticipated events or
circumstances after the date of such statement.
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 $200.
As indicated under "Item 1. Business," the Company expects to close the
Exchange Agreement with Town House in April or May, 2004. Town House and its
subsidiary, Wuhan Pacific, have the property interests described under
"Item 1. Business of Town House Land Limited."
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings, and
to the best of its knowledge, no such proceedings by or against the Company
have been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders in the fiscal year
ended December 31, 2003.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Although quotations for the Company's common stock appear on the OTC
Bulletin Board, there is no established trading market for the common stock.
For the past two calendar years to the present, transactions in the common
stock can only be described as sporadic. Consequently, the Company is of the
opinion that any published prices cannot be attributed to a liquid and active
trading market and, therefore, are not indicative of any meaningful market
value.
The following table sets forth for the respective periods indicated the
prices of the Company's Common Stock in the over-the-counter market, as
reported and summarized by the OTC Bulletin Board. Such prices are based on
inter-dealer bid and asked prices, without markup, markdown, commissions, or
adjustments and may not represent actual transactions.
7
Calendar Quarter Ended High Bid ($) Low Bid ($)
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
March 31, 2003 0.0700 0.0700
June 30, 2003 0.0700 0.0700
September 30, 2003 0.0800 0.0700
December 31, 2003 0.1500 0.0800
As of April 8, 2004, the closing bid price for the Company's common stock
was $0.25. There are outstanding options to purchase 600,000 shares of common
stock at an exercise price of $0.1875, which expire in March 2009. There is
an outstanding warrant to purchase 50,000 shares of the Company's common stock
at an exercise price of $0.1875, which expires in March 2009. All shares of
common stock outstanding may be sold without restriction under Rule 144(k)
promulgated under the Securities Act of 1933, except 483,120 shares, which are
held by officers and directors ("Control Shares"). Control Shares may be sold
subject to complying with all of the terms and conditions of Rule 144, except
the one-year holding period, which has been satisfied.
Since its inception, no dividends have been paid on the Company's common
stock. The Company intends to retain any earnings for use in its business
activities, so it is not expected that any dividends on the common stock will
be declared and paid in the foreseeable future.
At April 8, 2004, there were approximately 102 holders of record of the
Company's Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING INFORMATION AND CAUTIONARY STATEMENTS
This report on Form 10-KSB includes "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. These forward-looking statements may
relate to such matters as anticipated financial performance, future revenues
or earnings, business prospects, projected ventures, new products and
services, anticipated market performance and similar matters. 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. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. To comply with the
terms of the safe harbor, we caution readers that a variety of factors could
cause our actual results to differ materially from the anticipated results or
other matters expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include (i) the
sufficiency of existing capital resources and the Company's ability to raise
additional capital to fund cash requirements for future operations; (ii)
uncertainties involved in the rate of growth of the Company's business and
acceptance of its products and services; (iii) the ability of the Company to
achieve and maintain a sufficient customer base to have sufficient revenues to
fund and maintain operations; (iv) volatility of the stock market; and
8
(v) general economic conditions. Although the Company believes the
expectations reflected in these forward-looking statements are reasonable,
such expectations may prove to be incorrect.
PLAN OF OPERATION
The Company has been inactive for years, and has had no revenue from
operations during the year ended December 31, 2003.
As indicated under "Item 1. Business," the Company has entered into an
Exchange Agreement with Town House and the shareholders of Town House. The
Company expects this transaction to close in April or May, 2004. If the
Exchange Agreement is consummated, the business of the Registrant will be
conducted through its then subsidiary, Town House, which will, in turn,
conduct its business through Wuhan Pacific. According to documentation
provided by Town House, Wuhan Pacific is one of the first privately owned
property developers in Wuhan City and is one of the largest property
developers in Wuhan City, based on a list of top 100 property development
enterprises in Wuhan City in terms of Gross Floor Area ("GFA") sold in 2002
published by the Wuhan Statistics Bureau. It engages principally in the
development and sale of high quality private residential properties catering
to the mass residential property market in Wuhan City. Wuhan Pacific also
engages in other ancillary property related services such as property sales
planning and underwriting, construction supervisory and real estate agency
services.
Wuhan Pacific's portfolio of properties under development are currently
all located in Wuhan City and target different segments within the mass
residential property market, including young white collar employees, middle to
senior managers in enterprises, entrepreneurs and families with young
children. These upwardly mobile people represent the emerging middle class in
Wuhan City and are a growing source of demand in the mass residential property
market.
Wuhan Pacific aims to further solidify its position in Wuhan City, and
plans to also expand its focus on property business in Shanghai. Wuhan
Pacific also indicates that it will pursue quality business opportunities in
other fast growing cities in China such as Yi Chang, if market conditions are
appropriate. There is no assurance that the operations of the Company will
be successful.
Results of Operations
The Company had no revenue from continuing operations for the periods
ended December 31, 2003 and 2002.
General and administrative expenses for the periods ended December 31,
2003 and 2002, consisted of rent, general corporate administration, legal and
professional expenses, and accounting and auditing costs. These expenses were
$41,415 and $29,812 for the periods ended December 31, 2003 and 2002,
respectively. General and administrative expenses in the period ended
December 31, 2003 were more than in the period ended December 31, 2002
primarily due to the number of business opportunities reviewed during the year
by management and efforts by management and professionals in the end of the
year in connection with the review and negotiation of the transaction with
Town House described herein.
The Company had no interest expense in the periods ending December 31,
2003 or 2002. Interest income in the periods ended December 31, 2003 and
2002, respectively, resulted from the investment of funds in short-term,
liquid cash equivalents. Interest income was
9
$1,326 and $1,738 in the periods ended December 31, 2003 and 2002,
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
$40,089 for the period ended December 31, 2003, as compared to a net loss of
$28,074 for the same period in 2002.
Liquidity and Capital Resources
At December 31, 2003, the Company had working capital of approximately
$121,597 as compared to $161,686 at December 31, 2002. This decrease in
working capital is attributable in large part to management and professional
efforts in connection with reviewing the Town House transaction. 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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements required by this Item 7 begin on Page F-1 with
the Index to the Financial Statements and are located following the signature
page. All information that has been omitted is either inapplicable or not
required.
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.
ITEM 8A. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our CEO and
CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our CEO and CFO concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports. It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND OFFICERS
Current Management of the Company
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 70 President and Director 1986
Jack M. Gertino 65 Secretary, Treasurer and Director 1986
* In August, 2003, Philip C. Gugel, Vice President and a director, passed
away. Mr. Gugel has not been replaced.
All executive officers are elected by the Board and hold office until the
next Annual Meeting of stockholders or until their successors are duly elected
and qualified.
The following is information on the business experience of each director
and officer.
Richard B. Stuart earned his BA at New York University in 1955 and
masters and doctoral degrees at Columbia University in 1960 and 1965,
respectively. He currently holds the following positions: President,
Behavior Change Systems (Ann Arbor, MI), a firm offering business consulting
and program development services; Program Director, Respecialization in
Clinical Psychology, The Fielding Graduate Institute (Santa Barbara, CA);
Clinical Professor Emeritus, Department of Psychiatry, University of
Washington (Seattle, WA). Dr. Stuart also provides psychological services
through a private practice in Seattle, WA. From 1972 to 1983, he was
Psychological Director of Weight Watchers International and President of its
subsidiary, One-To-One Weight Control Clinics. Dr. Stuart has also been a
consultant to companies involved in businesses ranging from wholesale
groceries to auto parts production and human services. Dr. Stuart was an
officer and director of Domino Investments (Salt Lake City, UT).
Jack M. Gertino has been a private investor and business consultant in
Salt Lake City, Utah, for the past ten years. For the past ten years, he has
also been engaged in the private development of, and investment in, commercial
and residential real estate in Utah, Arizona and New Mexico. 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.
11
Proposed New Management
At or shortly following closing of the Town House acquisition, it is
anticipated that the current board of directors will appoint the designees of
Town House as new directors. Following such appointment, the current board of
directors will resign their positions with the Company. Two of these
individuals are expected to become executive officers of the Company at
closing. The individuals who it is currently expected will be directors and
officers of the Company following closing are set forth below.
Name Age Position(s)
-------------------------------------------------------------------------
Fang Zhong 39 Chairman, Director, Chief Executive
Officer and President
Luo Yun Fang 45 Director, Executive Vice President-Chief Financial
Officer and Treasurer
Fang Wei Feng 33 Director
Fang Wei Jun 36 Director
Fang Hui 33 Director
Hu Min 24 Director
The following is information on the business experience of each director
and officer.
Mr. Fang Zhong is the founder and has been the Chairman of the Board,
Chief Executive Officer and President of Town House since its organization in
2003. From 1995 to the present, he has been the Chief Executive Officer and a
director of Wuhan Pacific which is the principal operating subsidiary of Town
House. Mr. Fang Zhong received a B.S. degree in industrial and domestic
architecture from the Wuhan Institute of Urban Construction. He also
participated in the MBA program at Northern Jiaotong University. He has
received various awards, including "Young Entrepreneur in Central-south Area"
of the PRC, and "One of Ten Excellent Young Entrepreneurs Leading Private
Enterprises in Wuhan". He also holds various significant positions such as
the Standing Director of Hubei Physical Culture Foundation, Deputy to Jiang'an
District People's Congress, a Standing Member to Jiang'an District Political
Consultative Conference, and the Vice Chairman of Jiang'an District Young
People Association, etc.
Mr. Luo Yun Fang became a director, the Executive Vice President-Chief
Financial Officer and Treasurer of Town House in 2003. He has been the
general manager of Wuhan Pacific since 1998. He has more than 20 years of
experience in financial and administration management. He received a B.S.
degree from the Hunan Finance and Economy Institution, and received an MBA
degree from Northern Jiaotong University. Mr. Luo Yun Fang also holds other
positions, such as an editor of the Financial Periodical in the PRC;
Consultant and Standing Director of Chinese Finance and Tax website; member of
standing committee and member of executive committee of Wuhan Industrial and
Commercial Association and Wuhan General Commerce Association.
12
Mr. Fang Wei Feng has been employed as the manager of construction
operations responsible for construction material purchases and distribution,
since 1998. He became a director and Vice President-Construction Operations
of Town House in 2003.
Mr. Fang Wei Jun has been employed as the manager of the engineering
department of Wuhan Pacific, since 2000. He has been an employee of Wuhan
Pacific for over ten (10) years. He became the General Manager of Operations
of Town House in 2003. He attended Zhengzhou College and graduated in 1985.
Ms. Fang Hui became the Accounting Manager of Town House in 2003. She
graduated from Hubei Medical University in June 1996 in surgery. From
September 2000 to the present, she has been the Financial Manager of Wuhan
Pacific.
Ms. Hu Min has been employed as the Human Resources Manager of Wuhan
Pacific since 2000. She graduated from Wuhan University in 2001.
Mr. Fang Zhong is married to Ms. Hu Min. Fang Zhong, Luo Yun Fang, Fang
Wei Feng, Fang Wei Jun and Fang Hui are siblings.
Audit Committee Financial Expert
Because we have had minimal operations, we do not have an audit
committee serving at this time. Accordingly, we do not have an audit committee
financial expert serving on an audit committee or any other committee of the
Board. However, if the Exchange Agreement is consummated, an audit committee
and other committees may be organized.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock. The Company believes all forms required to be
filed under Section 16 of the Exchange Act have been filed timely.
Code of Ethics
Due to the fact that we have minimal operations, we have not adopted a
code of ethics for our principal executive and financial officers. If the
Exchange Agreement is consummated, our board of directors will revisit this
issue in the future to determine if adoption of a code of ethics is
appropriate. In the meantime, our management intends to promote honest and
ethical conduct, full and fair disclosure in our reports to the SEC, and
compliance with applicable governmental laws and regulations.
Other Shell Company Activities
Mr. Gertino is currently a director of Red Horse Entertainment
Corporation, a 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
13
Company to the shareholders.
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, 2003.
------------------------------------------------------------------------------
Fiscal
Name and Year
Principal Ended All Other ($)
Position December 31 Salary($) Bonus($) Options(#) Compensation
-------------------- ------------- --------- -------- ---------- ------------
Richard B. Stuart 2003 0 0 0 (3) 10,000 (1)
President and Chief 2002 0 0 0 5,000 (2)
Executive Officer 2001 0 0 0 0
-------------------- ------------- --------- -------- ---------- ------------
Jack M. Gertino
Secretary/Treasurer 2003 0 0 0 (3) 20,000 (1)
and Chief Financial 2002 0 0 0 10,000 (2)
Officer 2001 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 the business opportunity with Town House for a possible
business combination during the fiscal year, participating in meetings and
conference calls in connection with such opportunity, and undertaking related
activities.
(2) 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.
(3) 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 options of Mr. Gugel have now passed on
to his estate.
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
14
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.
In connection with the Exchange Agreement between Comet and Town House,
it is anticipated that Town House will enter into a consulting agreement with
Belair Consulting, L.L.C., a limited liability company of which Messrs. Stuart
and Gertino are owners. (See "Item 12. Certain Relationships and Related
Transactions").
The following table sets forth certain information with respect to
unexercised options held by the executive officers as of December 31, 2003.
Number of Securities Value of Unexercised
Name and Principal Underlying Unexercised Options In-the-Money Options at
Position at December 31, 2003(#) December 31, 2003($)(1)
-------------------- ------------------------------ -------------------------
Exerciseable/Unexerciseable Exerciseable/Unexerciseable
--------------------------- --------------------------
Richard B. Stuart
President 200,000/ -0- -0-/-0-
Philip C. Gugel (2)
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, 2003, of the
securities underlying the options, and the exercise price.
(2) Mr. Gugel passed away in 2003; however, his options are held in trust by
his estate.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of March 26, 2004, 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.
15
Percent of
Name and Address Common Shares Options (1) Class (2)
---------------------------------- ------------- ---------- ---------
Richard B. Stuart (3) (4)
10 West 100 South, Suite 610
Salt Lake City, Utah 84101 207,680 200,000 10.73
Estate of Philip C. Gugel (5)
10 West 100 South, Suite 610
Salt Lake City, Utah 84101 0 200,000 5.27
Jack M. Gertino (3) (4)
10 West 100 South, Suite 610
Salt Lake City, Utah 84101 195,680 200,000 10.42
The Harker Group Limited
Partnership
1717 Monte Carlo Drive
Salt Lake City, UT 84121 415,550 0 11.55
All Executive Officers and
Directors as a Group (2 persons) 403,360 400,000 20.09
(1) These figures do not give effect to the transactions contemplated by the
Exchange Agreement with Town House described under "Item 1. Business
Description of Exchange Agreement," including a one-for-three reverse split,
and the issuance of a total of 18,390,000 shares to the Town House
shareholders.
(2) 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.
(3) 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.
(4) Messrs. Stuart and Gertino are officers and directors of the Company.
(5) Options held by the estate of Philip Gugel, who passed away in 2003.
As indicated, under "Item 1. Business," the Company expects to complete the
terms of an Exchange Agreement with Town House in approximately May, 2004.
Upon completion of this transaction, the Company will change its name to
"Wuhan Development Corporation," and the Company will effect a one-for-three
reverse split (the "Reverse Split") of the outstanding stock. The following
table sets forth information concerning the ownership of Common Stock of the
Company, after giving effect to the Reverse Split, with respect to
shareholders who will own beneficially more than 5% of the Common Stock
immediately after the Town House transaction and the individuals who it is
anticipated will be the officers and directors after the Town House
transaction. Unless otherwise indicated, the beneficial owner has sole voting
and investment power with respect to such shares of Common Stock.
16
Percent of
Name and Address Common Shares Class(1)
------------------------------- ---------------------- -------------
Fang Zhong (2)
6/F 32 Jianhan Road
Wuhan, China 15,447,600 77.28
Lou Yun Fang (2)
6/F 32 Jianhan Road
Wuhan, China 735,600 3.68
Fang Wei Feng (2)
6/F 32 Jianhan Road
Wuhan, China 551,700 2.76
Fang Wei Jun (2)
6/F 32 Jianhan Road
Wuhan, China 551,700 2.76
Fang Hui (2)
6/F 32 Jianhan Road
Wuhan, China 551,700 2.76
Hu Min (2)
6/F 32 Jianhan Road
Wuhan, China 551,700 2.76
All Executive officers and
Directors as a Group (6 persons) 18,390,000 92.00
(1) Assumes the closing of the Exchange Agreement, and gives effect to the
issuance of all shares in the transaction, including shares to a consultant
affiliate of management. (See "Item 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS").
(2) These individuals are the principal shareholders of Town House. It is
anticipated that the individuals will be appointed as new members of the Board
of Directors at or following Closing. (See "MANAGEMENT").
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the closing of the Exchange Agreement, Town House and
the Company will enter into a consulting agreement (the "Consulting
Agreement") with Belair Consulting, LLC, a Utah limited liability company
("Belair"), of which Jack M. Gertino, Secretary/Treasurer of the Company and
Richard Stuart, officers and directors, are members and owners. This
agreement is currently being negotiated. However, the parties have verbally
agreed that, under this agreement Belair will provide consulting services in
financial management planning, capital formation and shareholder relations for
a period of two (2) years, and will receive up to 400,000 post-split shares of
restricted common stock of the resulting company, together with additional
cash compensation. This transaction, when entered into, cannot be considered
the result of arms' length negotiations.
Except the transactions described above, there are no proposed
transactions and no transactions during the past two years to which the
Company was a party and in which any officer, director, or principal
shareholder, or their affiliates or associates, was also a party.
17
A shareholder of the Company, James C. Lewis, has provided legal services
in connection with the Town House transaction, and will be compensated at his
normal rates for such services.
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.
2.1 Stock Exchange Agreement dated January 19, 2004 (incorporated by
reference to Exhibit 2.1 to the company's Current Report on Form
8-K, as filed with the Securities and Exchange Commission on
January 27, 2004).
2.2* Amendment to Stock Exchange Agreement dated April 9, 2004.
3.1 Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
10-SB, as filed with the Securities and Exchange Commission on
May 13, 1999).
3.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form 10-SB, as filed
with the Securities and Exchange Commission on May 13, 1999).
10.1 Option granted to Richard B. Stuart dated March 11, 1999
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on May 13, 1999).
10.2 Option granted to Philip C. Gugel dated March 11, 1999
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on May 13, 1999).
10.3 Option granted to Jack M. Gertino dated March 11, 1999
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on May 13, 1999).
10.4 Warrant granted to Mark E. Lehman dated March 11, 1999
(incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on May 13, 1999).
31.1* Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32* Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002(3)
* Filed as exhibits to this annual report on Form 10-KSB.
18
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: April 12, 2004 By: /s/ Richard B. Stuart
---------------------------------------
Richard B. Stuart, President and CEO
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.
Date: April 12, 2004 /s/ Richard B. Stuart
---------------------------------------
Richard B. Stuart
President, CEO and Director
(Principal Executive Officer)
Date: April 12, 2004 /s/ Jack M. Gertino
---------------------------------------
Jack M. Gertino
Secretary, CFO and Director
(Principal Accounting Officer)
20
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report.............................................F-2
Balance Sheet............................................................F-3
Statements of Operations.................................................F-4
Statements of Stockholders' Equity.......................................F-5
Statements of Cash Flows.................................................F-7
Notes to the Financial Statements........................................F-8
F-1
21
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, 2003 and the related statements
of operations, stockholders' equity, and cash flows for the years ended
December 31, 2003 and 2002 and from inception on February 7, 1986 through
December 31, 2003. 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, 2003, and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002
and from inception on February 7, 1986 through December 31, 2003, in
conformity with accounting principles generally accepted in the United States
of America.
/S/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
March 2, 2004
F-2
22
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
2003
-------------
CURRENT ASSETS
Cash and cash equivalents $ 151,597
-------------
Total Current Assets 151,597
-------------
TOTAL ASSETS $ 151,597
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related parties $ 30,000
-------------
Total Current Liabilities 30,000
-------------
TOTAL LIABILITIES 30,000
-------------
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 (120,562)
-------------
Total Stockholders' Equity 121,597
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 151,597
=============
The accompanying notes are an integral part of these financial statements.
F-3
23
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Years Ended February 7,
December 31, 1986 through
--------------------------- December 31,
2003 2002 2003
------------- ------------- -------------
REVENUES $ - $ - $ -
------------- ------------- -------------
EXPENSES
General and administrative 41,415 29,812 266,866
------------- ------------- -------------
Total Expenses 41,415 29,812 266,866
------------- ------------- -------------
LOSS FROM OPERATIONS (41,415) (29,812) (266,866)
------------- ------------- -------------
OTHER INCOME
Dividend income - - 5,493
Interest income 1,326 1,738 147,461
Unrealized loss from
marketable securities - - (6,650)
------------- ------------- -------------
Total Other Income 1,326 1,738 146,304
------------- ------------- -------------
NET LOSS $ (40,089) $ (28,074) $ (120,562)
============= ============= =============
BASIC LOSS PER SHARE $ (0.01) $ (0.01)
============= =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,598,000 3,598,000
============= =============
The accompanying notes are an integral part of these financial statements.
F-4
24
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on February 7, 1986 through December 31, 2003
Deficit
Accumulated
Common Stock Capital in During
------------------------- Excess of Development
Shares Amount Par Value Stage
------------- ----------- ----------- -------------
Balance at Inception on
February 7, 1986 - $ - $ - $ -
Issuance of 1,098,000
shares of common stock
to officers, directors
and other individuals
for $0.023 per share on
February 7, 1986 1,098,000 1,098 23,902 -
Public offering of the
Company's common stock
(Note 2) 2,500,000 2,500 247,500 -
Deferred offering costs
offset against capital
in excess of par value - - (32,841) -
Net loss from inception on
February 7, 1986 through
December 31, 1997 - - - (41,568)
------------- ----------- ----------- -------------
Balance, December 31, 1997 3,598,000 3,598 238,561 (41,568)
Net loss for the year
ended December 31, 1998 - - - (1,761)
------------- ----------- ----------- -------------
Balance, December 31, 1998 3,598,000 3,598 238,561 (43,329)
Net income for the year
ended December 31, 1999 - - - 145
------------- ----------- ----------- -------------
Balance, December 31, 1999 3,598,000 3,598 238,561 (43,184)
Net loss for the year
ended December 31, 2000 - - - (1,803)
------------- ----------- ----------- -------------
Balance, December 31, 2000 3,598,000 3,598 238,561 (44,987)
Net loss for the year
ended December 31, 2001 - - - (7,412)
------------- ----------- ----------- -------------
Balance, December 31, 2001 3,598,000 3,598 238,561 (52,399)
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.
F-5
25
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
From Inception on February 7, 1986 through December 31, 2003
Deficit
Accumulated
Common Stock Capital in During
------------------------- Excess of Development
Shares Amount Par Value Stage
------------- ----------- ----------- -------------
Balance, December 31, 2002 3,598,000 $ 3,598 $ 238,561 $ (80,473)
Net loss for the year ended
December 31, 2003 - - - (40,089)
------------- ----------- ----------- -------------
Balance, December 31, 2003 3,598,000 $ 3,598 $ 238,561 $ (120,562)
============= =========== =========== =============
The accompanying notes are an integral part of these financial statements.
F-6
26
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the Years Ended February 7,
December 31, 1986 through
--------------------------- December 31,
2003 2002 2003
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from operations $ (40,089) $ (28,074) $ (120,562)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization - - 301
Change in operating assets and liabilities:
Increase in taxes payable - - 300
Increase (decrease) in accounts payable 15,000 15,000 29,699
------------- ------------- -------------
Net Cash Used by Operating Activities (25,089) (13,074) (90,262)
------------- ------------- -------------
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 (25,089) (13,074) 151,597
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 176,686 189,760 -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 151,597 $ 176,686 $ 151,597
============= ============= =============
CASH PAID FOR:
Taxes $ - $ - $ -
Interest $ - $ - $ -
The accompanying notes are an integral part of these financial statements,
F-7
27
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2003 and 2002
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,
---------------------------
2003 2002
------------- -------------
Numerator - loss $ (40,089) $ (28,074)
Denominator - weighted average
number of shares outstanding 3,598,000 3,598,000
------------- -------------
Loss per share $ (0.01) $ (0.01)
============= =============
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 assets 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 than 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.
F-8
28
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2003 and 2002
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, 2003 and 2002:
2003 2002
------------ -------------
Deferred tax assets:
NOL Carryover $ 26,142 $ 31,785
Deferred tax liabilities: - -
Valuation allowance (26,142) (31,785)
------------ -------------
Net deferred tax asset $ - $ -
============ =============
The income tax provision differs from the amount of income tax
determined by applying the U.S. federal and state income tax rates of 39% to
pretax income from continuing operations for the years ended December 31, 2003
and 2002 due to the following:
2003 2002
------------ -------------
Book income $ (9,785) $ (10,950)
Meals & Entertainment - 285
Other (39) 100
Accrued Compensation 5,850 -
Valuation allowance 3,974 10,565
------------ -------------
$ - $ -
============ =============
At December 31, 2003, the Company had net operating loss carryforwards
of approximately $67,000 that may be offset against future taxable income from
the year 2003 through 2023. No tax benefit has been reported in the December
31, 2003 consolidated 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.
F-9
29
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2003 and 2002
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
During the year ended December 31, 2003, the Company adopted the
following accounting pronouncements which had no impact on the financial
statements or results of operations:
. SFAS No. 143, Accounting for Asset Retirement Obligations;
. SFAS No.145, Recision of FASB Statements 4, 44, and 64, amendment of
Statement 13, and Technical Corrections;
. SFAS No. 146, Accounting for Exit or Disposal Activities;
. SFAS No. 147, Acquisitions of certain Financial Institutions; and
. SFAS No. 148, Accounting for Stock Based Compensation.
. SFAS No.149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities;
. SFAS No.150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity
F-10
30
COMET TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2003 and 2002
NOTE 5 - SUBSEQUENT EVENT
On January 19, 2003 the Company entered into a Stock Exchange Agreement
("the Agreement") by and among the Company, Town House Land Limited, a company
organized in Hong Kong Special Administrative Region in The People's Republic
of China ("Town House"); and the shareholders of Town House (the "Town House
Shareholders"). Town House owns all of the registered capital of Wuhan
Pacific Industry Development Company Limited ("Wuhan"), a wholly-owned foreign
enterprise organized in Hubei Province in The People's Republic of China
("PRC").
If consummated, the Town House Shareholders have agreed to sell to the
Company, and the Company has agreed to purchase, all of the outstanding shares
of Town House, in exchange for the issuance to the Town House Shareholders of
a total of 18,390,000 post-split shares of the Company's Common Stock. If the
transaction is consummated, the Town House Shareholders will hold shares
representing approximately ninety four percent (94%) of the total outstanding
common shares of the Company. This exchange would take place following a
one-for-three (1 for 3) reverse stock split of the presently issued and
outstanding common stock of the Company.
Both the Company and Town House have commenced due diligence
investigations of each other in preparation for the consummation of the
transaction. The Company plans to prepare appropriate shareholder materials
for dissemination to the shareholders to obtain shareholder approval of the
proposed transaction as soon as practicable, subject to completion of due
diligence and receipt of appropriate financial statements of Town House and
its subsidiary.
If the transaction is consummated, the name of the Company will be
changed to "Wuhan Development Corporation," or such other name as selected by
Town House. Upon closing, the majority of the current officers and directors
of the Company will resign and be replaced by officers and directors of Town
House. The Agreement also contemplates the adoption of a 2004 Stock Plan, the
appointment of the auditors of Town House as the independent auditor of the
resulting company and the amendment of the articles of incorporation of the
Registrant to change its name, as described above, and to increase the
authorized capital from 20,000,000 shares to 50,000,000 shares of common
stock.
The consummation of the transaction with Town House is subject to a
number of conditions, including approval by the board of directors of the
Company and Town House and the shareholders of the Company and Town House,
completion of satisfactory due diligence, receipt by the Company of financial
statements of Town House as required under applicable regulations, and
satisfaction of all applicable regulatory requirements. As a result of the
exchange of the Town House Stock in exchange for the Company Stock, Town House
will become a wholly-owned subsidiary of the Company. There is no assurance
the transaction will be completed.
F-11