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).
Xiao-yan Han
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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
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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) [ ]
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6. Citizenship or Place of Organization
People's Republic of China
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NUMBER OF 7. Sole Voting Power 1,402,907
SHARES
BENEFICIALLY 8. Shared Voting Power 0
OWNED BY
EACH 9. Sole Dispositive Power 1,402,907
REPORTING
PERSON 10. Shared Dispositive Power 0
WITH:
____________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,402,907
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
____________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 12.8%
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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) Xiao-yan Han, an individual.
(b) No. 38 Dingxin 3rd Street, Nangang District, Heilongjiang Province,
Harbin, China 150001.
(c) Xiao-yan Han became the Chief Financial Officer of the Issuer on May 30,
2006, in connection with the Stock Exchange Agreement described under Item 4.
She has served as the Chief Financial Officer of American California
Pharmaceutical Group, Inc. ("ACPG"), a wholly-owned subsidiary of the Issuer,
since 2005, and as Deputy General Manager and General Manager 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"), and a wholly-owned subsidiary of ACPG, since 2000. He is
also the Vice Director of Harbin First Bio-Engineering Company Limited, a
wholly-owned subsidiary of ACPG.
(d) Xiao-yan Han has never been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Xiao-yan Han 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) Xiao-yan Han 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 Xiao-yan Han 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 Xiao-yan Han,
exchanged his or her shares of ACPG for shares of the Issuer. This
transaction closed on May 30, 2006. See Item 4 below.
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CUSIP NO. 20037A201 Page 3 of 4
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. Xiao-yan Han. 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. Xiao-yan Han was issued a total of 1,402,907 shares in
exchange for her ACPG shares, in connection with this transaction.
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 TDR. 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.
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CUSIP NO. 20037A201 Page 4 of 4
Item 5. Interest in Securities of the Issuer
Xiao-yan Han has sole voting power and sole dispositive power with
respect to 1,402,907 shares, representing approximately 12.8% of the
outstanding common stock of the Issuer. There have been no transactions with
respect to the shares effected by Ms. Han 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. Xiao-yan
Han acquired her shares. Except for this agreement, there are no agreements,
understandings or relationships required by this Item 6.
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/ Xiao-yan Han
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Xiao-yan Han