UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Comet Technologies, Inc.
_____________________________________________________________________________
(Names of Issuer)
Common Stock
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(Title of Class of Securities)
20037A201
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(Cusip Number)
James C. Lewis, 10 West 100 South #703, Salt Lake City, Utah 84101
(801) 994-3846
____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 2006
____________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this amended Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 19 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 20037A201 Page 1 of 4
1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Zhi-hua Qu
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2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) [ ]
(b) [X]
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3. SEC Use Only
____________________________________________________________________________
4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
____________________________________________________________________________
6. Citizenship or Place of Organization
People's Republic of China
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NUMBER OF 7. Sole Voting Power 1,090,912
SHARES
BENEFICIALLY 8. Shared Voting Power 0
OWNED BY
EACH 9. Sole Dispositive Power 1,090,912
REPORTING
PERSON 10. Shared Dispositive Power 0
WITH:
____________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,090,912
____________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
____________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 10.0%
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14. Type of Reporting Person IN
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CUSIP NO. 20037A201 Page 2 of 4
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per share
("Shares") of Comet Technologies, Inc., a Nevada corporation (the "Issuer").
The principal executive offices of the Issuer are located at No. 38 Dingxin
3rd Street, Nangang District, Heilongjiang Province, Harbin, China 150001.
Item 2. Identity and Background
(a) Zhi-hua Qu, an individual.
(b) No. 38 Dingxin 3rd Street, Nangang District, Heilongjiang Province,
Harbin, China 150001.
(c) Zhi-hua Qu is retired and has not been employed for over the past five
years.
(d) Zhi-hua Qu has never been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Zhi-hua Qu has not, during the past five years, been subject to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
(f) Zhi-hua Qu is a citizen of the People's Republic of China.
Item 3. Source and Amount of Funds or Other Consideration
All of the shares held by Zhi-hua Qu were acquired pursuant to a Stock
Exchange Agreement among the Issuer, ACPG and the shareholders of ACPG,
pursuant to which each of the ACPG shareholders, including Zhi-hua Qu,
exchanged his or her shares of ACPG for shares of the Issuer. This
transaction closed on May 30, 2006. See Item 4 below.
Item 4. Purpose of Transaction
On May 30, 2006, the Issuer consummated the terms of a Stock Exchange
Agreement (the "Exchange Agreement") with ACPG, and the shareholders of ACPG,
including Ms. Zhi-hua Qu. 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. Ms. Zhi-hua Qu was issued a total of 1,090,912 shares in
exchange for her ACPG shares, in connection with this transaction.
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CUSIP NO. 20037A201 Page 3 of 4
As a result of the transaction, ACPG is now a wholly-owned subsidiary of
the Issuer, and the Issuer, which previously had no material operations, will
be a holding company for the business of ACPG and its subsidiaries. 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, as more particularly
described in a Form 8-K of the Company dated May 15, 2006, and 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.
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.
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.
Item 5. Interest in Securities of the Issuer
Zhi-hua Qu has sole voting power and sole dispositive power with respect
to 1,090,912 shares, representing approximately 10.0% of the outstanding
common stock of the Issuer. There have been no transactions with respect to
the shares effected by Ms. Qu during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 4 described a Stock Exchange Agreement, pursuant to which Ms.
Zhi-hua Qu acquired her shares. Except for this agreement, there are no
agreements, understandings or relationships required by this Item 6.
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CUSIP NO. 20037A201 Page 4 of 4
Item 7. Material to be Filed as Exhibits
The Stock Exchange Agreement dated May 11, 2006, is filed as an Exhibit
to the Form 8-K dated May 15, 2006, incorporated herein by this reference.
Except for this agreement, there are no other exhibits required by this Item
7.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 8, 2006 /s/ Zhi-hua Qu
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Zhi-hua Qu