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James C. Lewis, L.C. James C. Lewis
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Attorney at Law
June 16, 2006
VIA EDGAR
Mara L. Ransom
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Washington, DC 20549-3628
Re: Comet Technologies, Inc.
Schedule 14f-1 filing and Comment Letter dated May 24, 2006
Filed May 17, 2006
File No. 5-56537
Dear Ms. Ransom:
Thank you for taking a few minutes this week to discuss the
above-referenced comment letter pertaining to the 14(f) filing of Comet
Technologies, Inc. This letter will serve as a more formal response to the
comment letter.
Your Comment:
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Security Ownership of Certain Beneficial Owners and Management, page 3
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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.
RESPONSE:
We note your comment with respect to the appropriate way to reflect beneficial
ownership of shares in the footnote disclosure. The Company will reflect
ownership in this fashion in future filings. With respect to the one
shareholder you reference, please note that management has been informed
Harker Group Limited is an entity owned and controlled by Brent Harker, an
individual who has owned stock in the Company since 1986, but who has never
been an officer, director, affiliate or control person of the Company.
700 Crandall Building * 10 West 100 South * Salt Lake City. Utah 84101 *
(801) 994-3846 * Fax (801) 355-0289 * LewisLaw@relia.net
Mara L. Ransom
Special Counsel
Office of Mergers and Acquisitions
June 16, 2006
Page 2
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.
RESPONSE:
In response to your second comment, we have researched the Company files
concerning filings by officers owning greater than 5% of the outstanding
common stock. As I indicated, the records reflect that in June, 1999, prior
counsel assisted the officers, Mr. Jack M. Gertino, Mr. Philip Gugel (now
deceased) and Dr. Richard Stuart, in preparing Schedules 13D for filing, and
sent out the Schedules for filing by these individuals. These filings were
transmitted to each of the officers for filing. For some reason, which we
are unable to explain, the filing for Mr. Gertino was made (in July, 1999),
but Dr. Stuart's and Mr. Gugel's filings apparently did not get made
(notwithstanding the apparent impression that they were made). The officers
have been operating under this assumption over the past few years that these
filings were made. At this juncture, the holdings of these individuals are
each less than 5%, and final Form 4 and Form 5 filings have been made for
Messrs. Gertino and Stuart, so it would not appear that it would accomplish
anything to make any further filings to attempt to correct this mistake. If
you disagree, we would be happy to consider your viewpoint.
This will also serve as my request that the Staff of the Commission copy
this office on any future comment letters, via facsimile to (801) 355-0289.
I would be happy to provide you with any additional information you may need.
Thank you for your assistance.
Sincerely yours,
JAMES C. LEWIS, L.C.
/s/ James C. Lewis
James C. Lewis
cc: Steve Wang
Yan-qing Liu
Jack M. Gertino
Richard B. Stuart
700 Crandall Building * 10 West 100 South * Salt Lake City. Utah 84101 *
(801) 994-3846 * Fax (801) 355-0289 * LewisLaw@relia.net