8-K/A 1 a2029024z8-ka.txt FORM 8-K 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) AUGUST 31, 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 September 15, 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 Anchor Reinforcements, Inc. 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 Anchor Reinforcements, Inc. a California corporation, for the period October 1, 1999 through August 31, 2000. The registrant acquired all of the outstanding capital stock of such entity on August 31, 2000. 2 Anchor Reinforcements, Inc. Balance Sheet August 31, 2000 (Unaudited)

3 Anchor Reinforcements, Inc. Profit & Loss For the Period October 1, 1999 to August 31, 2000 (Unaudited) Revenues $485,548 Cost of sales 97,110 -------- Gross profit (loss) 388,438 Operating expenses Office Expenses 64,642 Plan Supplies 19,381 General and administrative expenses 40,676 Salaries - employees 87,271 -------- Total operating expenses 211,970 -------- Net Income 176,468 ========

4 ANCHOR REINFORCEMENTS, INC. NOTES TO FINANCIAL STATEMENTS 1. Anchor Reinforcements, Inc. is a California corporation that conducts business in San Diego. Anchor Reinforcements, Inc. was incorporated in 1991. Anchor Reinforcements, Inc., has been providing advanced uni-directional sheet materials to the composite industry for over a decade. These materials are used to enhance performance of lighter, stronger and stiffer composites. Anchor's product line specializes in carbon and aramid fibers bound via a proprietary method. Anchor is an established company servicing a solid, reputable client base of approximately 200 with an annual sales of over half million dollars in uni-directional composites. The following summarize the more significant accounting reporting policies and practices of Anchor Reinforcements: a. BASIS OF PRESENTATION On June 29, 2000, the Company entered into a Stock Purchase Agreement with Anchor Reinforcements . The business combination was closed on August 31, 2000 and is accounted for as a Stock Purchase. The company is now a 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. Actual results may differ significantly from those estimates. 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. On August 31, 2000, the Company received all of the issued outstanding shares of Anchor Reinforcements, Inc. in exchange for the following consideration: The company paid Mr. John Gillespie, the sole owner of Anchor, the sum of five hundred thousand dollars ($500,000). The Company issued an 8% Convertible Debenture Note in the amount of $500,000, due on August 17, 2003 and secured by a Security Agreement, California UCC-1 Financing Statement, and non-recourse guarantee issued by Penultimo, Inc., a California corporation doing business as Anchor Reinforcement, Inc. ("Anchor") . At the holders option, interest is convertible into shares of common stock at a conversion price equal to the lessor of the principal conversion price or eighty percent (80%) of the average closing bid price of the Company's common stock for the five (5) trading days immediately prior to the interest payment date. Also at the holders option, principal is convertible into restricted shares of common stock at a conversion price of $.75 for each restricted share, plus one share of unrestricted common stock for each $2.00 of principal converted. There is no intrinsic value of beneficial conversion feature. In addition, the Company issued to Mr. Gillespie 150,000 restricted shares of Company's common stock and the Company developed a stock and cash bonus plan for key employees of Anchor. 5 Pro Forma Financial Statements The following are pro forma consolidated financial statements of the registrant for the period from October 1, 1999 through August 31, 2000. The registrant acquired all of the outstanding capital stock of Anchor Reinforcements on August 31, 2000. 6

7 Composite Solutions, Inc. Anchor Reinforcements, Inc. (A Development Stage Enterprise) PROFORMA CONSOLIDATED BALANCE SHEET (Unaudited) August 31, 2000

8 Shareholders' equity Common stock 1,087 -- -- 1,087 Additional paid in capital 1,805,202 -- -- 1,805,202 Accumulated deficit (1,364,930) 2,007,902 -- 642,972 ------------------------------------------------------ Total shareholders' equity 441,359 2,007,902 -- 2,449,261 ------------------------------------------------------ Total liabilities and shareholders' equity $ 600,529 $ 2,048,354 $ -- $ 2,648,883 ======================================================

9 Composite Solutions, Inc. Anchor Reinforcements, Inc. PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) August 31, 2000

10 Total other income (expense) 2,151 -- -- 2,151 ----------------------------------------------------------- Income Loss before provision for income taxes (790,030) 176,468 -- (529,540) Provision for income taxes 800 -- -- 800 ----------------------------------------------------------- Net Income (loss) $ (790,830) $ 176,468 $ -- $ (530,340) =========================================================== Basic net loss per weighted average share $ (0.07) $ (0.04) Weighted average number of shares 11,826,695 12,780,066

11 Composite Solutions, Inc. Anchor Reinforcements, Inc. NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS (unaudited) PROFORMA CHANGES The Company entered into a Stock Purchase Agreement with Anchor Reinforcements, Inc. a California corporation. The business combination was closed on August 31, 2000 and is accounted for as a Stock Purchase. On August 31, 2000, the Company exchanged 150,000 restricted shares of the company's common stock , entered into an employment contract for the term of two years at a salary of $60,000 per annum and a non-competition agreement for a period of five (5) years with the sole owner , Mr. John Gillespie. In addition, the Company will develop a stock and cash bonus plan for key employees of Anchor. 12 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. October 30, 2000 COMPOSITE SOLUTIONS, INC., a Florida corporation (Registrant) By: /s/ GILBERT HEGEMIER ------------------------- Gilbert Hegemier Chairman By: /s/ MARK OLSON ------------------------- Mark Olson President 13

COMPOSITE SOLUTIONS INC 8-K/A