May 24, 2006

Via U.S. Mail

Jack M. Gertino
Secretary, Treasurer and Director
Comet Technologies, Inc.
8 East Broadway #428
Salt Lake City, Utah 84111

Re: Comet Technologies, Inc.
Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
Filed May 17, 2006
File Number 5-56537

Dear Mr. Gertino:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 14f-1
Security Ownership of Certain Beneficial Owners and Management,
page
3
1. In the future, please note that the footnotes to the beneficial
ownership table should identify the natural person who controls,
i.e.
voting or investment power, the stock owned by the entities listed
in
the table.  See Exchange Act Rule 13d-3.  For example, you should
have disclosed the natural person who controls the common stock
owned
by The Harker Group Limited.

2. We note that more than one of your current and future
shareholders
beneficially own greater than 5% of your common stock.  Our
records
indicate, however, that only Mr. Gertino has filed beneficial
ownership reports on Schedule 13D or 13G pursuant to Sections
13(d)
and 13(g) of the Exchange Act of 1934 and Rule 13d-1 with regard
to
this ownership.  Please advise.

Closing comment

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
      Please direct any questions regarding our comments to me at
(202) 551-3264.  You may also reach me via facsimile at (202) 772-
9203.

        Sincerely,


        Mara L. Ransom
        Special Counsel
        Office of Mergers and

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE