<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) June 30, 1999
COMPOSITE SOLUTIONS, INC..
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-24551 65-0790758
- ---------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
7777 Fay Avenue, Suite 112
La Jolla, California 92037
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 459-4843
This Form 8-K/A amends the Form 8-K filed on July 1, 1999 by Composite
Solutions, Inc., a Florida corporation formerly known as JS Business Works,
Inc.. The purpose of this amendment to Form 8-K is to provide financial
statements and the pro forma financial information for Composite Solutions,
Inc., a Nevada corporation, as required by Item 7 of Form 8-K.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to the requirements of Regulation S-X 210.3.05(b),
the following are audited financial statements of Composite
Solutions, Inc., a Nevada corporation, for the period from
inception (December 8, 1998) to June 30, 1999. The registrant
acquired all of the outstanding capital stock of such entity
on June 30 1999.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Independent Auditors' Report................................................F-2
Balance Sheet...............................................................F-3
Statement of Operations.....................................................F-4
Statement of Stockholders' Deficiency......................................F-5
Statement of Cash Flows.....................................................F-6
Notes to Financial Statement................................................F-7
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Composite Solutions, Inc.
(A Development Stage Enterprise)
La Jolla, California
We have audited the accompanying balance sheet of Composite Solutions, Inc., a
development stage enterprise, as of June 30, 1999, and the related statements of
operations, stockholders' deficiency and cash flows for the period from December
8, 1998 (Inception) to June 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Composite Solutions, Inc. as of
June 30, 1999 and the results of its operations and its cash flows for the
period from December 8, 1998 (Inception) to June 30, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has experienced a loss since inception. The
Company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 7. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Durland & Company, CPAs, P.A.
Palm Beach, Florida
August 13, 1999
F-2
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
BALANCE SHEET
June 30, 1999
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 279,693
Advance - officer 4,950
Prepaid expenses 6,761
-------------
Total current assets 291,404
-------------
PROPERTY AND EQUIPMENT
Computer equipment 9,096
Less: Accumulated depreciation (530)
-------------
Net property and equipment 8,566
-------------
INTANGIBLE ASSETS
Technical licenses 46,774
Fire test data - related party 13,979
Software - related party 380,000
-------------
Total intangible assets 440,753
-------------
Total Assets $ 740,723
-------------
-------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable
Trade $ 8,086
Officers 4,397
Related party 10,664
Accrued payroll and related liabilities 25,828
Advance due to parent company 1,017,825
-------------
Total current liabilities 1,066,800
-------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, authorized 10,000,000
shares, 0 issued and outstanding 0
Common stock, $0.001 par value, authorized 50,000,000
shares, 100,000 issued and outstanding 100
Deficit accumulated during the development stage (326,177)
-------------
Total stockholders' deficiency (326,077)
-------------
Total Liabilities and Stockholders' Deficiency $ 740,723
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Period from December 8, 1998 (Inception) to June 30, 1999
<TABLE>
<S> <C>
Revenues $ 0
-------------
Depreciation 530
Consultant fees 41,000
General and administrative expenses 96,224
Salaries - officers 174,473
-------------
Total expenses 312,227
-------------
Loss from operations (312,227)
-------------
Other income (expense)
Interest income 3,875
Interest expense (17,825)
-------------
Total other income (expense) (13,950)
-------------
Net loss $ (326,177)
-------------
-------------
Net loss per weighted average share $ (3.26)
-------------
-------------
Weighted average number of shares 100,000
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
Period from December 8, 1998 (Inception) to June 30, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TOTAL
NUMBER OF COMMON DEVELOPMENT STOCKHOLDERS'
SHARES STOCK STAGE DEFICIENCY
--------- --------- ----------- -------------
<S> <C> <C> <C> <C>
BEGINNING BALANCE, December 8, 1998 (Inception) 0 $ 0 $ 0 $ 0
December 1998 - Issuance of founder's shares - $0.001 per share 100,000 100 0 100
Net loss 0 0 (326,177) (326,177)
--------- --------- ----------- -------------
BALANCE, June 30, 1999 100,000 $ 100 $ (326,177) $ (326,077)
--------- --------- ----------- -------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Period from December 8, 1998 (Inception) through June 30, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (326,177)
Adjustments to reconcile net loss to net cash used by development activities:
Depreciation 530
Accrued interest on note payable 17,825
Changes in assets and liabilities
Increase in prepaid expense (6,761)
Increase in accounts payable - trade 8,086
Increase in accounts payable - officers 4,397
Increase in accounts payable - related party 10,664
Increase in accrued payroll and related liabilities 25,828
-------------
Net cash used by operating activities (265,608)
-------------
CASH FLOWS FROM INVESTING ACTIVITIES :
Purchase of property and equipment (9,096)
Acquisition of intangible assets (440,753)
Increase in advance - officer (4,950)
-------------
Net cash used by investing activities (454,799)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 100
Proceeds from note payable 1,000,000
-------------
Net cash provided by financing activities 1,000,100
-------------
Net increase in cash 279,693
CASH, beginning of period 0
-------------
CASH, end of period $ 279,693
-------------
-------------
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
Note payable and interest paid by issuance of parent company's stock $ 1,017,825
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-6
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(1) THE COMPANY Composite Solutions, Inc. (the Company) is a Nevada chartered
development stage corporation which conducts business from its
headquarters in La Jolla, California. The Company was incorporated on
December 8, 1998.
The Company has not yet engaged in its expected operations. The
Company's future operations include plans to market unique, innovative
and affordable high technology products and processes for utilization
in key areas of existing and new construction. Current activities
include raising additional capital and negotiating with potential key
personnel and facilities. There is no assurance that any benefit will
result from such activities. The Company will not receive any operating
revenues until the commencement of operations, but will nevertheless
continue to incur expenses until then.
The following summarize the more significant accounting and reporting
policies and practices of the Company:
a) BASIS OF PRESENTATION On June 17, 1999, the Company entered into a
Share Exchange Agreement with Composite Solutions, Inc., a Florida
corporation, formerly known as JS Business Works, Inc. The business
combination was closed on June 30, 1999 and is accounted for as a
reverse merger and a reorganization of the Company. The foregoing
financial statements do not reflect this reverse merger. The Company is
now a wholly owned subsidiary of Composite Solutions, Inc., a Florida
corporation formerly known as JS Business Works, Inc.
b) USE OF ESTIMATES The financial statements have been prepared in
conformity with generally accepted accounting principles. In preparing
the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities
as of the date of the statements of financial condition and revenues
and expenses for the year then ended. Actual results may differ
significantly from those estimates.
c) START-UP COSTS Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of
Position (SOP) 98-5.
d) NET INCOME (LOSS) PER SHARE Basic is computed by dividing the net
income (loss) by the weighted average number of common shares
outstanding during the period.
e) CONCENTRATION OF CREDIT RISK The Company maintains several cash
accounts in one institution located in Southern California. The
balances are insured by the Federal Deposit Insurance Corporation up to
$100,000. At June 30, 1999, the Company's uninsured cash balances total
$43,406. Management believes that the risk is limited because the
institution is a large national institution with a strong financial
position.
f) PROPERTY AND EQUIPMENT All property and equipment are recorded at
cost and depreciated over their estimated useful lives, using the
straight-line method. Upon sale or retirement, the costs and related
accumulated depreciation are eliminated from their respective accounts,
and the resulting gain or loss is included in the results of
operations. Repairs and maintenance charges, which do not increase the
useful lives of the assets, are charged to operations as incurred.
g) INTANGIBLE ASSETS Intangible assets are recorded at historical cost
and amortized, beginning on the date the asset is placed in service,
over the estimated useful life. The cost of software has been
capitalized in accordance with Statements of Financial Accounting
Standards (SFAS) 86, and will be amortized at the greater of the ratio
to estimated future gross revenue or the straight-line method .
F-7
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(2)INTANGIBLE ASSETS In April 1999, the Company entered into a license agreement
with the Regents of the University of California (UCSD) for a license
under patent rights to make, use, sell, offer for sale, import licensed
products, practice licensed methods, and use technology. A license fee
of $40,000 was paid upon execution of the agreement. Under the terms of
the agreement, the Company must pay to the licensor a royalty of 1.5%
on net sales of the licensed products. The Company must also pay for
one half of all past and future patent costs, which totaled $6,774
during the period ended June 30, 1999. Also, the Company is obligated
to pay certain fees and royalties for any executed sub-license
arrangements. As of June 30, 1999, there were no such arrangements.
In January 1999, the Company acquired certain intangible assets from
Trans-Science Corporation (TSC), a company under common control. Fire
test data, concerning the overlay systems in the form of technical
reports from an independent laboratory in New York performed prior to
the Company's inception, was purchased from TSC, at their cost, for
$13,979 in cash.
Also, in January 1999, TSC sold, assigned and transferred all of its
rights, title and interest to the Earthquake Retrofit Design Software
to the Company for $330,000 in cash. This purchase price is an amount
significantly less than the cost incurred by TSC. During the period
ended June 30, 1999, TSC received cash payments totaling $50,000 from
the Company for upgrade services on this software. The Company has
budgeted for the continuance of these upgrades as deemed necessary.
There was no amortization expense incurred during the period ended June
30, 1999, as these intangible assets have not yet been placed in
service.
(3) ADVANCE DUE TO PARENT COMPANY In January 1999, the Company executed a
promissory note with an unrelated third party, in the amount of
$1,000,000. The note was drawn down in various amounts over a six-month
period ending June 30, 1999. The note was payable on demand after July
1, 1999, and interest was accrued at the simple per annum rate of 6%.
On June 30, 1999, the Company's parent repaid the note principal by
issuing 200,000 shares of its common stock, valued at $5 per share. The
note holder agreed to forgive accrued interest, which totaled $17,825
as of June 30, 1999. The balance owed to the Company's parent was
$1,000,000 at June 30, 1999 and is presented in Advance from parent
company.
(4) STOCKHOLDERS' DEFICIENCY The Company has authorized 50,000,000 shares of
$0.001 par value common stock, and 10,000,000 shares of $0.001 par
value preferred stock. The Company had 100,000 shares of common stock
issued and outstanding at June 30, 1999. The Company had issued none of
its shares of preferred stock at June 30, 1999. On December 9, 1998,
the Company issued 100,000 shares of common stock to its President for
$100 in cash. On June 30, 1999, these shares were exchanged for
1,000,000 shares of JS Business Works, Inc., its now parent company.
(5) INCOME TAXES Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax
and financial reporting purposes. The Company had net operating loss
carry-forwards for income tax purposes of approximately $326,177
expiring at June 30, 2019. The amount recorded as deferred tax assets
as of June 30, 1999 is $48,927, which represents the amount of tax
benefit of the loss carry-forward. The Company has established a
valuation allowance against this deferred tax asset, as the Company has
no history of profitable operations. The use of the loss carryforwards
may be limited due to the June 30, 1999 change of control of the
Company.
F-8
<PAGE>
COMPOSITE SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(6) RELATED PARTIES See Note (2) for disclosure of related party intangible
assets.
In June 1999, the Company advanced funds in the amount of $4,950 to an
officer of the Company for certain moving expenses. This amount is
expected to be repaid within the next twelve-month period and is
presented in Advance - officer. At June 30, 1999, the Company owed
certain of its officers a total of $4,397 for reimbursement of certain
Company- related expenses. This amount is presented in Accounts payable
- officers. As of January 1999, the Company shares office space and
certain related expenses with TSC, a company under common control. The
Company remits their portion of the lease payment directly to an
independent lessor. Rent expense totaled $25,200 for the period ended
June 30, 1999. Total payments to TSC for office expenses were $959
during the period ended June 30, 1999. At June 30, 1999, the Company
owed TSC a total of $10,664 for software upgrades and utilities. This
amount is presented in Accounts payable - related party.
(7) GOING CONCERN The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company's financial position and operating results raise substantial
doubt about the Company's ability to continue as a going concern, as
reflected by the net loss of $308,352, accumulated from December 8,
1998 (Inception) to June 30, 1999, the stockholders' deficiency of
$326,377, and a working capital deficiency of $775,396 at June 30,
1999. The ability of the Company to continue as a going concern is
dependent upon commencing operations, developing sales and obtaining
additional capital and financing. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern. The Company is currently seeking
additional capital to allow it to begin its planned operations.
(8) SUBSEQUENT EVENTS In July 1999, the Company began efforts to raise
$9,000,000 through a private placement limited offering of 10%
five-year convertible debentures. The convertible debentures, which
will be issued in minimum units of $50,000, will mature on September 8,
2004. The debentures bear interest at the simple, per annum rate of
10%, payable on the first day of March and September of each year,
commencing in the year 2000. Both the principal and interest of the
convertible debentures are convertible into shares of common stock of
the Company. The holder of each convertible debenture is entitled, at
its option, at any time after the issuance, to convert all or any
lesser portion of the principal amount into shares of the Company's
common stock at a conversion price for each share equal to the
following amounts, within the respective dates provided as follows:
<TABLE>
<CAPTION>
Applicable Period Conversion Price Per Share
------------------------------------ ---------------------------------
<S> <C>
Closing date to August 31, 2001 Two dollars fifty cents ($2.50)
September 1, 2001 to August 31, 2002 Three dollars ($3.00)
September 1, 2002 to August 31, 2003 Three dollars fifty cents ($3.50)
September 1, 2003 to Maturity Four dollars ($4.00)
</TABLE>
The Company may at any time, and from time to time, after August 31,
2001, redeem all or any portion of all of the principal (not previously
redeemed or converted) on any number of the convertible debenture
notes. As of the date of this report, the Company had not raised any
significant amounts under this offering.
LICENSE AGREEMENT In August 1999, the Company entered into a second
license agreement with the Regents of the University of California for
an invention made in the course of research at the University. A
license fee of $5,000 was paid upon execution of the agreement, with a
milestone payment of $35,000 due upon issuance of any U.S. patent in
connection with the invention. Under the terms of the agreement, the
Company must pay the licensor a royalty of 1.5% on net sales of the
licensed products. Also, the Company is obligated to pay certain fees
and royalties for any sub-license arrangements.
F-9
<PAGE>
(b) Pro Forma Financial Statements
Pursuant to the requirements of Regulation S-X 210.3-05(b),
the following are pro forma consolidated financial statements
of the registrant for the period from inception (December 8,
1998) through June 30, 1999 assuming the acquisition of
Composite Solutions, Inc., a Nevada corporation, had occurred
as of December 8, 1998.
<PAGE>
INDEX TO PROFORMA FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Proforma Consolidated Balance Sheet.........................................F-2
Proforma Consolidated Statements of Operations..............................F-3
Notes to Proforma Consolidated Financial Statement.........................F-4
</TABLE>
F-1
<PAGE>
COMPOSITE SOLUTIONS, INC.
F/K/A JS BUSINESS WORKS, INC.
(A Development Stage Enterprise)
PROFORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1999
<TABLE>
<CAPTION>
Composite
JS Business Solutions, Proforma
Works, Inc. Inc. Adjustments Proforma
------------- ------------- --------------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 117 $ 279,693 $ 279,810
Advance - officers 0 4,950 4,950
Prepaid expense 0 6,761 6,761
Note receivable - shareholder 10,934 0 10,934
------------- ------------- -----------
Total current assets 11,051 291,404 302,455
------------- ------------- -----------
PROPERTY AND EQUIPMENT
Computer equipment 0 9,096 9,096
Less: Accumulated depreciation 0 (530) (530)
------------- ------------- -----------
Net property and equipment 0 8,566 8,566
------------- ------------- -----------
INTANGIBLE ASSETS
Loan receivable from subsidiary 1,017,825 0 a) (1,017,825) 0
Investment in subsidiary (12,046) 0 b) 12,046 0
Technical licenses 0 46,774 46,774
Fire test data - related party 0 13,979 13,979
Software - related party 0 380,000 380,000
------------- ------------- -----------
Total intangible assets 1,005,779 440,753 440,753
------------- ------------- -----------
Total Assets $ 1,016,830 $ 740,723 $ 751,774
------------- ------------- -----------
------------- ------------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expense $ 862 $ 0 $ 862
Advance from shareholder 4,000 0 4,000
Accounts payable
Trade 0 8,086 8,086
Officers 0 4,397 4,397
Related party 0 10,664 10,664
Accrued payroll and related liabilities 0 25,828 25,828
Note payable assumed by parent 0 1,017,825 a) (1,017,825) 0
------------- ------------- -----------
Total current liabilities 4,862 1,066,800 53,837
------------- ------------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, authorized 10,000,000
shares, 0 issued and outstanding 0 0 0
Common stock, $0.0001 par value, authorized 50,000,000
shares, 14,500,000 issued and outstanding 1,450 100 b) (100) 1,450
Additional paid-in capital 1,022,664 0 1,022,664
Deficit accumulated during the development stage (12,146) (326,177) b) 12,146 (326,177)
------------- ------------- -----------
Total stockholders' equity 1,011,968 (326,077) 697,937
------------- ------------- -----------
Total Liabilities and Stockholders' Equity $ 1,016,830 $ 740,723 $ 751,774
------------- ------------- -----------
------------- ------------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
COMPOSITE SOLUTIONS, INC.
F/K/A JS BUSINESS WORKS, INC.
(A Development Stage Enterprise)
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Composite
JS Business Solutions, Proforma
Works, Inc. Inc. Adjustments Proforma
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
------------- -------------- --------------
Depreciation 0 530 530
Consultant fees 0 41,000 41,000
General and administrative expenses 624 96,224 (624) 96,224
Salaries - officers 0 174,473 174,473
------------- -------------- --------------
Total expenses 624 312,227 312,227
------------- -------------- --------------
Loss from operations (624) (312,227) (312,227)
------------- -------------- --------------
Other income (expense)
Interest income 671 3,875 (671) 3,875
Interest expense 0 (17,825) (17,825)
------------- -------------- --------------
Total other income (expense) 671 (13,950) (13,950)
------------- -------------- --------------
Net loss $ 47 $ (326,177) (47) $ (312,227)
------------- -------------- --------------
------------- -------------- --------------
Basic net loss per weighted average share $ 0 $ (3.26) $ (0.02)
------------- -------------- --------------
------------- -------------- --------------
Weighted average number of shares 14,500,000 100,000 14,500,000
------------- -------------- --------------
------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
COMPOSITE SOLUTIONS, INC.
F/K/A JS BUSINESS WORKS, INC.
(A Development Stage Enterprise)
NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) PROFORMA CHANGES On June 17, 1999, the Company entered into a Share
Exchange Agreement with Composite Solutions, Inc., a Florida
corporation, formerly known as JS Business Works, Inc. The business
combination was closed on June 30, 1999 and is accounted for as a
reverse merger and a reorganization of the Company.
On June 25, 1999, the Company completed a 9.229876 shares for 1 share
forward split. On June 25, 1999, the Company received 7,896,410 shares
contributed back to the Company. On June 30, 1999, the Company issued
1,000,000 shares to acquire 100% of the issued and outstanding common
stock of Composite Solutions, Inc. (a Nevada corporation). On June 30,
1999, the Company issued 200,000 shares in settlement of a note payable
of its subsidiary amounting to $1,000,000 in cash.
(2) PROFORMA ADJUSTMENTS
a) Eliminate inter-company amount
b) Eliminate investment in subsidiary and subsidiary equity
F-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPOSITE SOLUTIONS, INC., a Florida corporation
(Registrant)
By: /s/ Thomas Burke
-----------------------------
Thomas Burke
President and Director
By: /s/ Eileen Beattie
-----------------------------
Eileen Beattie
Treasurer (chief accounting officer)
