8-K/A 1 a2025925z8-ka.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) July 21, 2000. COMPOSITE SOLUTIONS, INC. ------------------------- (Exact name of registrant as specified in its charter) FLORIDA 000-24551 65-0790758 ------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3655 NOBEL DRIVE, SUITE 440, SAN DIEGO, CA 92122 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 858-459-4843 ------------ ------------------------------------------------------------- (Former name or former address, if changed since last report) This Form 8-K/A amends the Form 8-K filed on July 21, 2000 by Composite Solutions, Inc., a Florida Corporation formerly known as JS Business Works, Inc., The purpose of this Form 8-K/A is to provide financial statements and the pro forma financial information for Trans-Science Corp. a California Corporation, as required by Item 7 of Form 8-K. 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 unaudited financial statements of Trans-Science Corporation a California corporation, for the period October 1, 1999 through July 21, 2000. The registrant acquired all of the outstanding capital stock and assets of such entity on July 21, 2000. 1 TRANS-SCIENCE CORPORATION BALANCE SHEET OCTOBER 1, 99 -JULY 21, 2000 (unaudited)

2 TRANS-SCIENCE CORPORATION STATEMENT OF OPERATIONS OCTOBER 1, 99 -JULY 21, 2000 (unaudited) Revenues 0 Cost of Sales 13,187 -------- Gross profit (13,187) Expenses Salaries employees 15,994 General Administrative expense 42,621 -------- Total Expenses 58,615 Loss from operation (71,802) Other income (expense) Interest income 800 Interest expense (4,580) -------- Total other income (expense) (3,780) Loss before provision for income taxes (75,582) Provision for income taxes (800) -------- Net Loss (76,382) Basic net loss per weighted average share (0.08) ======== Weighted average number of shares 953,371

3 TRANS-SCIENCE CORPORATION NOTES TO FINANCIAL STATEMENTS 1. Trans-Science Corporation is a California Chartered corporation that conducts business in San Diego. The company was incorporated on 1980. TSC is a high-tech research and development (R&D) organization devoted to advanced technology development and creating cutting-edge computer simulation programs, along with material models, for many government agencies, including the Defense Advanced Research Projects Agency,(DARPA), The defense Nuclear Agency (DNA), the Defense Threat Reduction Agency (DTRA), The office of Naval Research (ONR), The naval Research Laboratory (NRL), Los Alamos National Laboratory, and The Air Force Office of Scientific Research. The following summarize the more significant accounting reporting policies and practices of TSC: a. BASIS OF PRESENTATION On June 21, 2000, the Company entered into a Purchase Agreement with Trans-Science Corporation. The business combination was closed on July 21, 2000 and is accounted for as a Share Exchange. The company is now wholly owned subsidiary of Composite Solutions, Inc. b. USE OF ESTIMATES 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. Financials were prepared internally and are unaudited. c. 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. d. 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, operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. e. On July 21, 2000, The Company exchanged 953,371 restricted shares of the company's common Stock to the shareholders of TSC in exchange for all outstanding Capital Stock of such entity. 4 Pro Forma Financial Statements The following are pro forma consolidated financial statements of the registrant for the period from (October 1, 1999) through July 21, 2000. The registrant acquired all of the outstanding capital stock and assets of Trans-Science Corporation on July 21, 2000. 5 INDEX TO PROFORMA FINANCIAL STATEMENTS

6 TRANS-SCIENCE CORPORATION STATEMENT OF CASH FLOWS (Unaudited)

7 Total shareholders' equity 604,355 21,406 (21,406) 604,355 ------------ ------------- ------------- ------------ Total liabilities and shareholders' equity $ 675,228 $ 139,569 $ (21,406) $ 793,391 ============ ============= ============= ============

8 TRANS-SCIENCE CORPORATION STATEMENT OF CASH FLOWS (Unaudited)

9 TRANS-SCIENCE CORPORATION STATEMENT OF CASH FLOWS (Unaudited)

10 Trans-Science Corporation Composite Solutions, Inc. (A development stage Enterprise) NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The Company entered into a Share Exchange Agreement with Trans-Science Corporation a California corporation. The business combination was closed on July 21, 2000 and is accounted for as Shares Exchange. On July 21, 2000 the Company exchanged 953,371 restricted shares of the company's common stock to the shareholders of TSC in exchange for 100% of the issue shares of TSC. In addition, the Company acquired all assets. 11 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. September 15, 2000 COMPOSITE SOLUTIONS, INC., a Florida corporation (Registrant) By: /s/ Gilbert Hegemier -------------------- Gilbert Hegemier Chairman By: /s/ Mark Olson -------------- President 12

COMPOSITE SOLUTIONS INC 8-K/A