UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB
______________________________________________________________________________

(Mark one)
 [X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended March 31, 2006

 [ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
           EXCHANGE ACT OF 1934

           For the transition period from ___________ to ___________

______________________________________________________________________________

                 Commission File Number: 0-26059

                     COMET TECHNOLOGIES, INC.
 ________________________________________________________________
(Exact Name of small business issuer as specified in its charter)

              Nevada                                 87-0430322
       ________________________                ________________________
       (State of Incorporation)                (IRS Employer ID Number)


         8 East Broadway #428, Salt Lake City, Utah 84111
       ___________________________________________________
             (Address of principal executive offices)

                           (801) 532-7851
                    __________________________
                   (Issuer's telephone number)

                         Not applicable.
___________________________________________________________________
(Former name, address and fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   YES [X ]  NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of
common equity: As of the date of this report, there were 516,780 shares of
common stock outstanding.

Transitional Small Business Format: Yes [ ]  No [X]




                     COMET TECHNOLOGIES, INC.

         Form 10-QSB for the quarter ended March 31, 2006

                        Table of Contents

Part I - Financial Information                                          Page

         Item 1. Financial Statements                                       3

         Item 2. Management's Discussion and Analysis or
                 Plan of Operation                                         11

         Item 3. Controls and Procedures                                   12

Part II - Other Information

         Item 1. Legal Proceedings                                         12

         Item 2. Unregistered Sales of Equity Securities and
                 Use of Proceeds                                           12

         Item 3. Defaults Upon Senior Securities                           13

         Item 4. Submission of Matters to a Vote of Security Holders       13

         Item 5. Other Information                                         13

         Item 6. Exhibits and Reports on Form 8-K                          13



                                2




                  PART I - FINANCIAL INFORMATION

                  Item 1 - Financial Statements




                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

               March 31, 2006 and December 31, 2005





                                3




                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS

                                                   March 31,    December 31,
                                                     2006          2005
                                                 ------------- -------------
                                                  (Unaudited)
CURRENT ASSETS

  Cash and cash equivalents                      $    107,385  $     95,981
                                                 ------------- -------------

     Total Current Assets                             107,385        95,981
                                                 ------------- -------------

     TOTAL ASSETS                                $    107,385  $     95,981
                                                 ============= =============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                               $      1,839  $        586
  Payable - related parties                            63,000        18,000
                                                 ------------- -------------
     Total Current Liabilities                         64,839        18,586
                                                 ------------- -------------

     TOTAL LIABILITIES                                 64,839        18,586
                                                 ------------- -------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; $0.001 par value;
     5,000,000 shares authorized;
     -0- shares issued and outstanding                      -             -
   Common stock; $0.001 par value; 20,000,000
     shares authorized; 516,780 and 507,290
     shares issued and outstanding, respectively          516           507
   Additional paid-in capital                         350,673       336,447
   Deficit accumulated during the
     development stage                               (308,643)     (259,559)
                                                 ------------- -------------

     Total Stockholders' Equity (Deficit)             42,546         77,395
                                                 ------------- -------------
   TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                              $    107,385  $     95,981
                                                 ============= =============


The accompanying notes are an integral part of these financial statements.

                                4



                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)

                                                                     From
                                                                 Inception on
                                     For the Three Months Ended    February 7,
                                                March 31,        1986 through
                                     ---------------------------    March 31,
                                           2006          2005         2006
                                     ------------- ------------- -------------

REVENUES                             $          -  $          -  $          -
                                     ------------- ------------- -------------
EXPENSES
  General and administrative               49,831        11,708       458,909
                                     ------------- ------------- -------------

     Total Expenses                        49,831        11,708       458,909
                                     ------------- ------------- -------------

LOSS FROM OPERATIONS                      (49,831)      (11,708)     (458,909)
                                     ------------- ------------- -------------
OTHER INCOME (EXPENSE)

  Dividend income                               -             -         5,493
  Interest income                             747            42       149,265
  Reimbursement of fees                         -             -         2,158
  Unrealized loss from
    marketable securities                       -             -        (6,650)
                                     ------------- ------------- -------------

     Total Other Expenses                     747            42       150,266
                                     ------------- ------------- -------------
NET LOSS                             $    (49,084) $    (11,666) $   (308,643)
                                     ============= ============= =============

BASIC LOSS PER SHARE                 $      (0.10) $      (0.03)
                                     ============= =============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                      513,829       449,750
                                     ============= =============

The accompanying notes are an integral part of these financial statements.

                                5





                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)

                                                                              From
                                                                          Inception on
                                             For the Three Months Ended    February 7,
                                                        March 31,        1986 through
                                             ---------------------------    March 31,
                                                  2006          2005         2006
                                             ------------- ------------- -------------
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                   $    (49,084) $    (11,666) $   (308,643)
  Adjustments to reconcile net loss to net
  cash used by operating  activities:
     Amortization                                       -             -           301
  Changes in operating assets and liabilities:
     Increase in taxes payable                          -             -           300
     Increase in accounts payable                   1,253         4,795        89,333
     Increase in payable - related  parties        45,000             -        45,000
                                             ------------- ------------- -------------

       Net Cash Used by Operating Activities       (2,831)       (6,871)     (173,709)
                                             ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES                    -             -             -
                                             ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Organizational costs                                  -             -          (300)
  Sale of common stock for cash                    14,235             -        39,235
  Net stock offering proceeds                           -             -       242,159
                                             ------------- ------------- -------------
       Net Cash Provided by Financing
        Activities                                 14,235             -       281,094
                                             ------------- ------------- -------------

  NET INCREASE IN CASH                             11,404        (6,871)      107,385

  CASH AT BEGINNING OF PERIOD                      95,981        90,864             -
                                             ------------- ------------- -------------

  CASH AT END OF PERIOD                      $    107,385  $     83,993  $    107,385
                                             ============= ============= =============
CASH PAID FOR:
  Interest                                   $          -  $          -  $          -
  Income Taxes                               $          -  $          -  $          -

NON-CASH FINANCING ACTIVITIES
  Common stock issued for settlement
     or related party indebtedness           $          -  $          -  $     69,795



The accompanying notes are an integral part of these financial statements.

                                6




                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company
without audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows for all periods presented have
been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted.  It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2005 audited financial statements.  The results of operations for
the period ended March 31, 2006, are not necessarily indicative of the
operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

As of March 31, 2006, the Company owed $63,000 to related parties for unpaid
services rendered to the Company.

NOTE 3 - SIGNIFICANT EVENTS

Granting and Conversion of Stock Options
----------------------------------------

On March 11, 1999, the Company granted to each of its three (3) directors,
options to purchase 25,000 shares of common stock each at an exercise price of
$1.50, which was the average of the bid and asked prices for the common stock
on that date.  The options were fully vested and scheduled to expire in March
2009. The options were granted to compensate these persons for their services
to the Company over the past several years, for which they had received no
other compensation.  The options of one of the directors, now deceased, passed
on to his estate.

On September 26, 2005, the Company's current officers and directors agreed to
eliminate certain indebtedness owed to them through the exercise of certain of
the stock options referenced above.   Accordingly, one of the officers and
directors exercised his stock options in full, for the conversion of a total
of $37,500 in indebtedness to him, into a total of 25,000 shares of restricted
common stock at a price of $1.50 per share.  The other officer and director
agreed to convert the entire obligation to him ($23,265), into a total of
15,510 shares of common stock under his stock options at a price of $1.50 per
share.  Because he did not exercise all of his stock options, he was reissued
stock options to purchase a total of 9,490 shares at $1.50 per share.  On
January 28, 2006, this officer and director of the Company exercised his
remaining stock options to purchase a total of 9,490 shares at $1.50 per
share.

                                7




                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements

NOTE 3 - SIGNIFICANT EVENTS (Continued)

Granting and Conversion of Stock Options (Continued)
---------------------------------------------------

A summary of the Company's stock option activity and related information
follows:

                                      For the               For the
                                Three Months Ended        Year Ended
                                  March 31, 2006        December 31, 2005
                              ----------------------- -----------------------
                                           Weighed                 Weighted
                                 Number    Average     Number      Average
                                   of      Exercise      of        Exercise
                                Options     Price      Options      Price
                              ----------- ----------- ----------- -----------
Outstanding,
  beginning of period             34,490  $   1.50        75,000  $  1.50
Granted                                -         -             -        -
Exercised                         (9,490)     1.50       (40,510)    1.50
Expired                                -         -             -        -
                              ----------- ----------- ----------- -----------
Outstanding, end of period
Exercisable, end of period        25,000  $   1.50        34,490  $  1.50
                              =========== =========== =========== ===========

Other Equity Activity
----------------------

One of the officers and directors above who was owed an additional $9,030
converted such debt on September 26, 2005 to 4,515 shares of restricted common
stock at a price of $2.00 per share.

Additionally, to provide the Company with additional capital, the Company sold
on the same date, to an unrelated party, a total of 12,500 shares of
restricted common stock at a price of $2.00 per share for total cash proceeds
of $25,000.

There is an outstanding warrant to purchase 6,250 shares of the Company's
common stock held by an unrelated third party at an exercise price of $1.50,
which expires in March 2009.

Reverse Stock Split
-------------------

Effective March 9, 2006, the Company affected a 1-for-8 reverse split of its
issued and outstanding shares of common stock, following approval of such
stock split by holders of a majority of the outstanding common stock.  All
figures in these financial statements give retroactive effect to the reverse
split.


                                8




                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements

NOTE 3 -  SIGNIFICANT EVENTS (Continued)

Adoption of Recent Accounting Pronouncement
-------------------------------------------

On January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment," ("SFAS 123(R)") which
requires the measurement and recognition of compensation expense for all
share-based payments to employees and directors including employee stock
options  and stock purchases related to the Company's employee stock option
and award plans based on estimated fair values. SFAS 123(R) supersedes the
Company's previous accounting under Accounting Principles Board Option No. 25,
"Accounting for Stock Issued to Employees" ("APB25") for periods beginning in
fiscal 2006. In March 2005, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 107 ("SAB 107") relating to SFAS 123(R). The
Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R).

The Company adopted SFAS 123(R) using the modified prospective transition
method, which requires the application of the accounting standard as of
January 1, 2006, the first day of the Company's fiscal year 2006. The
Company's financial statements as of and for the three month period ended
March 31, 2006 reflect the impact of SFAS 123(R). In accordance with the
modified prospective transition method, the Company's financial statements for
the prior year have not been restated to reflect, and do not include, the
impact of SFAS 123(R). Stock-based compensation expense recognized under SFAS
123(R) for the three month period ended March 31, 2006 and 2005 was $-0-, and
there were no employee stock options granted during the respective periods.
There was no stock-based compensation expense related to employee stock
options and employee stock purchases recognized during the three month period
ended March 31, 2005.

SFAS 123(R) requires companies to estimate the fair value of share-based
payment awards on the date of grant using an option-pricing model. The value
of the portion of the award that is ultimately expected to vest is recognized
as expense over the requisite service periods in the Company's Statement of
Operations. Prior to the adoption of SFAS 123(R), the Company accounted for
stock-based awards to employees and directors using the intrinsic value method
in accordance with APB 25 as allowed under Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").
Under the intrinsic value method, no stock-based compensation expense had been
recognized in the Company's Statement of Operations, because the exercise
price of the Company's stock options granted to employees and directors
equaled the fair market value of the underlying stock at the date of grant.

Stock-based compensation expense recognized during the period is based on the
value of the portion of share-based payment awards that is ultimately expected
to vest during the period. At December 31, 2005, the Company had no unvested
share-based payment awards for which compensation expense should be recognized
during the three month period ended March 31, 2006.


                                9



                     COMET TECHNOLOGIES, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements

NOTE 3 - SIGNIFICANT EVENTS (Continued)

Adoption of Recent Accounting Pronouncement (Continued)
-------------------------------------------------------

The table below illustrates the effects on net loss and net loss per share if
expense were to have been measured using the fair value recognition provisions
of SFAS 123 to stock based compensation during the three month period ended
March 31, 2005.

                                             For the three months
                                             ended March 31, 2005
                                             --------------------

      Net loss - as reported                 $          (11,666)
      Less: stock-based compensation
            expense determined under
            fair value based method                           -
                                             -------------------
      Pro forma net loss                     $          (11,666)
                                             ===================
      Basic and diluted loss per share       $            (0.03)
                                             ===================
      Pro forma basic and diluted
       loss per share                        $            (0.03)
                                             ===================
NOTE 4 - SUBSEQUENT EVENT

On May 11, 2006, the Company entered into an Exchange Agreement with American
California Pharmaceutical Group, Inc. (ACPG), a California corporation,
whereby the Company acquired all of the issued and outstanding shares of ACPG
in a reverse-merger transaction.  Pursuant to the Exchange Agreement, the
Company will issue at closing to the ACPG shareholders a total of 10,193,377
shares of its previously unissued common stock as consideration for the ACPG
shares.  The Exchange Agreement stipulates that ACPG will operate as a
wholly-owned subsidiary of the Company. Upon closing of the transaction the
shareholders of ACPG will own approximately 93% of the issued and outstanding
shares of the Company, and the designees of ACPG would be appointed as the new
officers and directors of the Company.  ACPG is a U.S. holding company that
owns 100% of the capital stock of Harbin Tian Di Ren Medical Science and
Technology Company (TDR), a company based in Harbin, Heilongjiang Province in
the People's Republic of China.  TDR is engaged, directly and through its
subsidiaries, in the development, manufacture, marketing and sales of various
over-the-counter nutritional and medicinal products.


                                10



Item 2 -  Management's Discussion and Analysis or Plan of Operation

(1)  Caution Regarding Forward-Looking Information

     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. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors.

(2)  Plan of Operation

Three Month Periods Ended March 31, 2006 and 2005

     The officers have continued to evaluate potential mergers in an ongoing
effort to increase the value of the shareholders' investment in the Company.
During this period, however, the Company has not been engaged in business
operations, and has had no revenue from continuing operations for the
nine-month periods ended March 31, 2006 and 2005.

     General and administrative expenses for the three-month periods ended
March 31, 2006 and 2005, consisted of general corporate administration,
officer compensation, legal and professional expenses, and accounting and
auditing costs. These expenses were $49,831 and $11,708 for the three-month
periods ended March 31, 2006 and 2005, respectively.  This increase of $38,123
is due primarily to an increase in accrued officer compensation, attributable
to efforts undertaken during the quarter to effect a reverse split of the
Company's common stock, and the review of, and negotiations pertaining to, an
acquisition transaction described in Note 4 to the Financial Statements.
During the three month period ended March 31, 2006, the Company recognized
officer compensation expense of $45,000, compared to $6,000 in the comparable
period of 2005.

     Interest income in the three-month periods ended March 31, 2006 and 2005,
was $747 and $42, respectively. As a result of the foregoing factors, the
Company realized a net loss of $49,084 for the three months ended March 31,
2006, as compared to a net loss of $11,666 for the same period in 2005.

Liquidity and Capital Resources

     At March 31, 2006, the Company had working capital of approximately
$42,500, compared to approximately $77,400 at December 31, 2005. Working
capital as of both dates consisted of cash and cash equivalents, net of
accounts payable and related party payables.

     The Company has entered into a Stock Exchange Agreement with American
California Pharmaceutical Group, Inc. ("ACPG"), providing for the acquisition
of ACPG in a reverse merger, which will result, when completed, in a change in
management and the ACPG shareholders holding approximately 93% of the
outstanding stock.  The officers of the Company have devoted substantial time
during the past few months, reviewing this opportunity and


                                11




undertaking negotiations.  It is expected, barring any unforeseen problems,
that this transaction will close in May, 2006.  (See Note 4 to Financial
Statements).

     Management believes that the Company has sufficient cash to meet the
anticipated needs of the Company's operations through either the completion of
the transaction described in Note 4 to the Financial Statements, or, if not
completed, at least the next 6 months. However, there can be no assurances to
that effect, as the Company has no significant revenues and the Company's need
for capital may change dramatically if it acquires an interest in a business
opportunity during that period. The Company is dependent upon management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase.  It is the
intent of management and significant shareholders to provide sufficient
working capital necessary to support and preserve the integrity of the
corporate entity.  The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company, (ii) seek to
close the transaction described above with ACPG, as soon as practicable; and
(iii) if such efforts in (ii) are unsuccessful, to search for potential
businesses, products, technologies and companies for acquisition.  Management
expects the transaction with ACPG to close; however, there can be no assurance
that the Company will not encounter difficulties in consummating the
transaction.

     Although the Company's assets consist of cash and cash equivalents, the
Company has no intent to become, or hold itself out to be, engaged primarily
in the business of investing, reinvesting, or trading in securities.
Accordingly, the Company does not anticipate being required to register
pursuant to the Investment Company Act of 1940, and expects to be limited in
its ability to invest in securities, other than cash equivalents and
government securities, in the aggregate amount of over 40% of its assets.
There can be no assurance that any investment made by the Company will not
result in losses.

Item 3 - Controls and Procedures

     As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures.  Based on that evaluation, the Company's management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the Company's disclosure controls and procedures were effective.  There
have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of the evaluation.

                   PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     None.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

     During the quarter ended March 31, 2006, Richard B. Stuart, an officer
and director of the Company, exercised his remaining option to purchase a
total of 9,490 shares of the Company's common stock at a price of $1.50 per
share, or a total purchase price of $14,235.  This was a private transaction
and was entered into in reliance upon an exemption from the registration
provisions of the Securities Act of 1933 (the "Act"), as amended, under
Section 4(2)



                                12




of the Act, as a transaction not involving a public offering.  The transaction
occurred without the use of an underwriter, and the certificates representing
the shares of common stock bear a restrictive legend permitting transfer only
upon registration or pursuant to an exemption from registration under the Act.

     Effective March 9, 2006, the Company implemented a 1-for-8 reverse split
of its issued and outstanding shares of common stock, following approval of
such stock split by holders of a majority of the outstanding common stock.
All figures in these financial statements give retroactive effect to the
reverse split.

Item 3 - Defaults on Senior Securities

     None.

Item 4 - Submission of Matters to a Vote of Security Holders

     As of January 29, 2006, eighteen (18) shareholders holding approximately
53% of the outstanding shares of the Company in accordance with Nevada
corporate law, approved by a consent under Nevada corporation law, a 1-for-8
reverse split of the issued and outstanding common stock of the Company.  On
or about February 15, 2006, the Company's shareholders were mailed an
Information Statement reporting the reverse split, which was effective as of
March 9, 2006.   As a result of the reverse split, the 4,058,200 shares of
common stock outstanding prior to the reverse split, were split into a total
of 507,290 shares of common stock.  (An additional 9,490 shares have been
subsequently issued to an officer upon exercise of an option see Item 2
above).

     Except as indicated above, during the quarter ended March 31, 2006, the
Company held no regularly scheduled, called or special meetings of
shareholders during the reporting period, nor were any matters submitted to a
vote of this Company's security holders.

Item 5 - Other Information

     None.

Item 6 - Exhibits and Reports on Form 8-K

     (a) Exhibits.


Exhibit   Description

 31.1     Principal Executive Officer Certification*
 31.2     Principal Financial Officer Certification*
 32.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002**


 * Included herein pursuant to Item 601(b) 31 of Regulation SB.
** Included herein pursuant to Item 601(b) 32 of Regulation SB.

     (b) Reports on Form 8-K.   None.



                                13




                            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:  May 11, 2006              By:  /s/ Richard B. Stuart
                                     ----------------------------------------
                                       Richard B. Stuart, President, CEO and
                                       Principal Executive Officer


 Date:  May 11, 2006              By:  /s/ Jack M. Gertino
                                      ---------------------------------------
                                       Jack M. Gertino, Secretary/Treasurer,
                                       CFO and Principal Financial Officer



                                14