<PAGE>

                                  AMENDMENT
                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB-A

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended March 31, 2000

/ / TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)

Commission File No. 000-24551
                   -----------

                            COMPOSITE SOLUTIONS, INC.
                            -------------------------
                 (Name of Small Business Issuer in its Charter)

          Florida                                                   65-0790758
------------------------------                                      ----------
State or other jurisdiction of                                 I.R.S. Employer
incorporation or organization                               Identification No.

3655 Nobel Drive, Suite 440, San Diego, California                      92122
--------------------------------------------------                      -----
Address of principal executive office                                 Zip Code

Issuer's telephone number:  (858) 459-4843
                            --------------


------------------------------------------------------------------------------
Former name and address, if changed since last report

Check whether the issuer has (1) filed all reports required by Section 13 or
15(d) of the Exchange Act during the past 12 months, and (2) been subject to
such filing requirements for the past ninety (90) days. Yes X     No
                                                           -----    -----

As of March 31, 2000 10,625,000 shares of Common Stock were outstanding.


                                       1
<PAGE>


PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

     The following unaudited financial statements contain information
regarding the results of operation and balance sheet of Composite Solutions,
Inc. a Florida corporation formerly known as JS Business Works, Inc., for the
quarterly period ended as of March 31, 2000.

     The Company's revenues for the quarter ended March 31, 2000 were $0.00.




                          INDEX TO FINANCIAL STATEMENTS


Unaudited Consolidated Balance Sheets.......................................F-2

Unaudited Consolidated Statements of Operations.............................F-3

Unaudited Consolidated Statements of Changes in Stockholders' Equity........F-4

Unaudited Consolidated Statements of Cash Flows.............................F-5

Notes to Consolidated Financial Statements..................................F-6


                                       2
<PAGE>


                                             COMPOSITE SOLUTIONS, INC.
                                             F/K/A J S BUSINESS WORKS
                                        (A Developmental Stage Enterprise)
                                            CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                           March 31,    September 30,
                                                                             2000            1999
                                                                         -----------    -------------
                                                                         (unaudited)
<S>                                                                      <C>            <C>
                                ASSETS
CURRENT ASSETS
   Cash                                                                  $   102,747    $     8,811
   Advance receivable - related party                                          4,392              0
   Prepaid expense                                                            10,579          4,226
                                                                         -----------    -----------

     Total current assets                                                    117,718         13,037
                                                                         -----------    -----------

PROPERTY AND EQUIPMENT
   Computer equipment                                                         26,111         14,798
   Less: Accumulated depreciation                                             (4,121)        (1,655)
                                                                         -----------    -----------

         Net property and equipment                                           21,990         13,143
                                                                         -----------    -----------

INTANGIBLE ASSETS
   Technical licenses                                                        103,275         93,682
   Fire Test Data - related party                                             13,979         13,979
   Software - related party                                                  420,000        420,000
                                                                         -----------    -----------

         Total intangible assets                                             537,254        527,661
                                                                         -----------    -----------

Total Assets                                                             $   676,962    $   553,841
                                                                         ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable - trade                                              $    74,034    $    90,630
   Accrued payroll and related liabilities                                    16,934         17,999
                                                                         -----------    -----------

         Total current liabilities                                            90,968        108,629
                                                                         -----------    -----------

NON-CURRENT LIABILITIES
   Long-term obligation - related party                                       25,146         13,773
                                                                         -----------    -----------

         Total non-current liabilities                                        25,146         13,773
                                                                         -----------    -----------

Total Liabilities                                                            116,114        122,402
                                                                         -----------    -----------

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, authorized 10,000,000
      shares, none issued                                                          0              0
Common stock, $0.0001 par value, authorized 50,000,000
      shares, issued and outstanding 14,500,000 in 1999 and
      10,625,000 in 2000                                                       1,063          1,450
Additional paid-in capital                                                 1,430,226      1,004,839
Deficit accumulated during the development stage                            (870,441)      (574,850)
                                                                         -----------    -----------

Total Stockholders' Equity                                                   560,848        431,439
                                                                         -----------    -----------

Total Liabilities and Stockholders' Equity                               $   676,962    $   553,841
                                                                         ===========    ===========
</TABLE>


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


                                      F-2
<PAGE>


                            COMPOSITE SOLUTIONS, INC
                              (f/k/a J S Business)
                         (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           Six Months Ended March 31, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                               Period from
                                                      For the Six         For the Six        October 27,1997
                                                         Months             Months             (Inception)
                                                         Ended              Ended                through
                                                     March 31, 2000      March 31, 1999      March 31, 2000
                                                     --------------      --------------      --------------
<S>                                                  <C>                 <C>                 <C>
Revenues                                             $            0      $            0      $            0
                                                     --------------      --------------      --------------

Expenses

    Consulting fees                                          23,347              15,000             104,447
    Depreciation                                              2,466                   0               4,121
    General and administrative expenses                     113,757              48,762             258,134
    Organizational fees                                           0                 115                 514
    Professional fees - related party                             0                   0              25,884
    Professional fees - other                                15,797               1,472              28,438
    Salaries - employees                                    142,068              68,914             462,729
                                                     --------------      --------------      --------------

        Total expenses                                      297,435             134,263             884,267
                                                     --------------      --------------      --------------

Loss from operations                                 $     (297,435)     $     (134,263)     $     (884,267)
                                                     ==============      ==============      ==============

OTHER INCOME (EXPENSE)
    Interest income                                           1,990               1,148               7,939
    Interest expense                                           (146)                  0             (17,971)
    Gain on forgiveness of debt                                   0                   0               4,861
    Interest income - forgiveness of note                         0                   0              17,825
    Loss on forgiveness of debt                                   0                   0             (11,021)
                                                     --------------      --------------      --------------

          Total other income (expense)                        1,844               1,148               1,633
                                                     --------------      --------------      --------------

Net loss                                             $     (295,591)     $     (133,115)     $     (882,634)
                                                     ==============      ==============      ==============

Basic net loss per weighted average share            $        (0.03)     $        (0.13)
                                                     ==============      ==============

Weighted average number of shares                        10,571,923           1,000,000
                                                     ==============      ==============
</TABLE>

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


                                      F-3
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                           (f/k/a J S Business Works)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                         (A Development Stage Enterprise)
                    Period from October 27, 1997 (Inception)
                             through March 31, 2000
                                    (Unaudited)


<TABLE>
<CAPTION>
                                                                                                         DEFICIT
                                                                                                       ACCUMULATED
                                                                                         ADDITIONAL     DURING THE       TOTAL
                                                           NUMBER OF        COMMON        PAID-IN      DEVELOPMENT    STOCKHOLDERS'
                                                            SHARES          STOCK         CAPITAL         STAGE          EQUITY
                                                          -----------    -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>            <C>
BEGINNING BALANCE,
September 30, 1998                                         21,196,410    $     2,120    $    16,215    $   (12,193)   $     6,142

YEAR ENDED SEPTEMBER 31, 1999:
   6/25 - shares contributed                               (7,896,410)          (790)           790              0              0
   Pre-acquisition income                                           0              0              0             47             47
   6/30 - shares issued for acquisition                     1,000,000            100        (12,146)        12,146            100
   6/30 - shares issued for payment of note payable           200,000             20        999,980              0      1,000,000

Net loss                                                            0              0              0       (574,850)      (574,850)
                                                          -----------    -----------    -----------    -----------    -----------

BALANCE, September 30, 1999                                14,500,000          1,450      1,004,839       (574,850)       431,439
                                                          -----------    -----------    -----------    -----------    -----------

SIX MONTHS ENDED MARCH 31, 2000: (UNAUDITED)
   12/99 - shares issued for cash                             320,000             32        319,968              0        320,000
   12/99 - shares surrendered                              (4,300,000)          (430)           430              0              0
   02/00 - shares issued for cash                             105,000             11        104,989              0        105,000

Net loss                                                            0              0              0       (295,891)      (295,591)
                                                          -----------    -----------    -----------    -----------    -----------

BALANCE, March 31, 2000 (unaudited)                        10,625,000    $     1,063    $ 1,430,226    $  (870,741)   $   560,848
                                                          ===========    ===========    ===========    ===========    ===========
</TABLE>


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


                                      F-4
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                           (f/k/a J S Business Works)
                         (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Six Months Ended March 31, 2000
                                   (Unaudited)

t
<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                          For the Six         For the Six         October 27,1997
                                                                             Months              Months             (Inception)
                                                                             Ended               Ended                through
                                                                         March 31, 2000      March 31, 1999        March 31, 2000
                                                                         --------------    ------------------     ---------------
<S>                                                                      <C>               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $     (295,591)   $         (133,115)    $     (882,634)
Adjustments to reconcile net loss to net cash used by operating
activities:
   Depreciation                                                                   2,466                     0              4,121
   Stock issued for services                                                          0                     0              2,638
   Stock issued in lieu of cash                                                       0                   100                100
   Pre-acquisition income                                                             0                                       47
Changes in operating assets and liabilities:
   (Increase) decrease in advance receivable - related party                     (4,392)                    0             (4,392)
   (Increase) decrease in accrued interest - related parties                          0                     0                  0
   (Increase) decrease in prepaid expense                                        (6,353)                    0            (10,579)
   Increase (decrease) accounts payable - trade                                 (16,596)               26,186             74,034
   Increase (decrease) accrued expense                                                0                     0                  0
   Increase (decrease) accrued payroll and related liabilities                   (1,065)               35,594             16,934
                                                                         --------------    ------------------     ---------------

Net cash used by operating activities                                          (321,531)              (71,235)          (799,731)
                                                                         --------------    ------------------     ---------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                           (11,313)               (3,307)          (26,111)
   Acquisition of intangible assets                                              (9,593)             (343,979)         (537,254)
   (Issuance) repayment of note receivable - related party                            0                     0                 0
                                                                         --------------    ------------------     ---------------

Net cash used by financing activities                                           (20,906)             (347,286)         (563,365)
                                                                         --------------    ------------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock, net                                  425,000                     0           440,700
   Proceeds from loan payable - related party                                    11,373                     0            25,143
   Proceeds from note payable                                                         0               550,000         1,000,000
                                                                         --------------    ------------------     -------------

Net cash provided by financing activities                                       436,373               550,000         1,465,843
                                                                         --------------    ------------------     -------------

Net increase in cash                                                             93,936               131,479           102,747

CASH, beginning of period                                                         8,811                     0                 0
                                                                         --------------    ------------------     -------------

CASH, end of period                                                      $      102,747    $          131,479     $     102,747
                                                                         ==============    ==================     =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   Non-cash financing and investing activities:
      Note payable paid by issuance of common stock                      $            0    $                0     $   1,000,000
                                                                         ==============    ==================     =============
      Investment in subsidiary                                           $            0    $                0     $     (12,046)
                                                                         ==============    ==================     =============
      Interest on note payable                                           $            0    $                0     $      17,825
                                                                         ==============    ==================     =============
      Forgiveness of interest on note payable                            $            0    $                0     $     (17,825)
                                                                         ==============    ==================     =============
</TABLE>


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


                                      F-5
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                           (f/k/a J S Business Works)
                         (A development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Information with respect to the six months ended
                     March 31, 2000 and 1999 is unaudited)


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) THE COMPANY Composite Solutions, Inc., f/k/a JS Business Works, Inc.,
     is a Florida chartered development stage corporation which conducts
     business from its headquarters in San Diego, California. The Company was
     incorporated on October 20, 1997.

     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 summarizes the more significant accounting and reporting
     policies and practices of the Company:

     (b) BASIS OF PRESENTATION On June 17, 1999, the Company entered into a
     Share Exchange Agreement with Composite Solutions, Inc., a Nevada
     corporation, headquartered in San Diego, California. The business
     combination was closed on June 30, 1999 and is a reverse merger that is
     accounted for as a reorganization of Composite Solutions, Inc., a Nevada
     corporation. The consolidated financial statements include the accounts of
     CSI, a Nevada company, its wholly-owned subsidiary. Intercompany accounts
     and transactions have been eliminated in consolidation.

     (c) USE OF ESTIMATES The consolidated financial statements have been
     prepared in conformity with generally accepted accounting principles. In
     preparing the consolidated 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.

     (d) START-UP COSTS Costs of start-up activities, including organization
     costs, are expensed as incurred, in accordance with Statement of Position
     (SOP) 98-5.

     (e) NET INCOME (LOSS) PER SHARE Basic loss per share is computed by
     dividing the net income (loss) by the weighted average number of common
     shares outstanding during the period.

     (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 cost 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 intended to be sold or licensed
     to others has been capitalized in accordance with Statement 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 .

     (h) INTERIM FINANCIAL INFORMATION The financial statements for the six
     months ended March 31, 2000 and 1999 are unaudited and include all
     adjustments which in the opinion of management are necessary for fair
     presentation, and such adjustments are of a normal and recurring nature.
     The results for the three months are not indicative of a full year results.


                                      F-6
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                         (F/K/A JS BUSINESS WORKS, INC.)
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(2) INTANGIBLE ASSETS In April 1999, the Company entered into a license
     agreement with the Regents of the University of California-San Diego,
     (UCSD), for a license under patent rights to make, use, sell, offer for
     sale, import licensed products, practice licensed methods, and use
     technology. The Company paid a license fee of $40,000 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 $12,390 during the period ended March 31, 2000.
     Also, the Company is obligated to pay certain fees and royalties for any
     executed sub-license arrangements. As of March 31, 2000, there were no
     such arrangements.

     In August 1999, the Company entered into a second license agreement with
     UCSD under patent rights to make, use, sell, offer for sale, and import
     licensed products and to practice licensed methods and to use
     technology. The Company paid a license fee of $5,000 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 and certain fees and
     royalties for any executed sub-license agreements. In addition, the
     Company is obligated to pay for one-half of all past and future patent
     costs. As of September 30, 1999, past patent costs payable have been
     recorded as follows:

<TABLE>
<CAPTION>
                Due Year Ending September 30, 1999
           <S>                                             <C>
           2000 (included in Accounts payable - trade)     $   27,547
           2001 (Long-term obligation)                         13,773
                                                           ----------
                                                           $   41,320
                                                           ==========
</TABLE>


     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. In addition, during the
     period ended September 30, 1999, the Company paid TSC $90,000 for upgrade
     services on this software.

     There was no amortization expense incurred during the period ended March
     31, 2000, as these intangible assets have not yet been placed in service.

(3) STOCKHOLDERS' EQUITY The Company has authorized 50,000,000 shares of
     $0.0001 par value common stock and 10,000,000 shares of $0.0001 par value
     preferred stock. Rights and privileges of the preferred stock are to be
     determined by the Board of Directors prior to issuance. The Company had
     14,500,000 and no shares of common and preferred stock issued and
     outstanding, respectively, at September 30, 1999. On October 21, 1997, the
     Company issued 1,601,000 shares to its President for the value of services
     rendered in connection with the organization of the Company. In April 1998,
     the Company issued 646,000 shares of common stock under Regulation D
     offerings in exchange for $20,200 in cash. The Company paid $4,500 of legal
     expenses in connection with these offerings. Also in April 1998, the
     Company issued 49,500 shares to its Executive Vice President in
     consideration of services rendered of $2,475.

     On June 25, 1999, the Company completed a 9.229876 shares for 1 share
     forward split. Retroactive effect to this split has been given in the
     accompanying financial statements. 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 its subsidiary note payable with a principal balance of
     $1,000,000 and accrued interest of $17,825. In December 1999, a trustee
     shareholder surrendered 4,300,000 shares which have been canceled. In
     December 1999, the Company issued 320,000 shares of common stock under a
     private placement in exchange for $320,000 in cash. In February 2000, the
     Company issued 105,000 shares of common stock under a private placement in
     exchange for $105,000 in cash.


                                      F-7
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                         (F/K/A JS BUSINESS WORKS, INC.)
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(4) OPERATING LEASE In November 1999, the Company and TSC, a company under
     common control, entered into an operating lease for its offices. The lease
     term ends November 2002. Future minimum payments under the lease are as
     follows:


<TABLE>
                          <S>                <C>
                          Fiscal Year 2000   $ 41,645
                          Fiscal Year 2001     85,367
                          Fiscal Year 2002     85,977
                          Fiscal Year 2003     14,746
                                             --------
                                             $227,735
                                             ========
</TABLE>

(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 $870,000 expiring
     at September 30, 2020.

     The amount recorded as deferred tax assets as of March 31, 2000 is
     approximately $348,000, 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.

(6) RELATED PARTIES See Note (2) for disclosure of note receivable-related
     party. See Note (3) for disclosure of related party intangible assets. See
     Note (4) for issuance of stock for services rendered by related parties.
     These amounts, totaling $2,635, were charged to Professional fees - related
     party.

     In June 1999, the Company advanced funds in the amount of $4,950 to an
     officer of the Company for certain moving expenses. As of September 30,
     1999, the amount has been repaid. At September 30, 1999, the Company owed
     certain of its officers a total of $2,179 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 $37,800 for the period ended September 30, 1999. Total
     payments to TSC for office expenses were $2,734 during the period ended
     September 30, 1999. At September 30, 1999, the Company owed TSC a total of
     $730 for utilities. This amount is presented in Accounts payable - related
     party.

     During the period ended September 30, 1999, the Company was advanced funds
     from the then president and majority shareholder of the Company. At
     September 30, 1999, the advance has been paid.

     On February 14, 2000, the Company issued a promissory note in exchange for
     an unsecured loan of $25,000 from a director. The note bears an interest
     rate of 7%. Subsequent to March 31, 2000, the Company repaid the loan plus
     accrued interest.


                                      F-8
<PAGE>


                            COMPOSITE SOLUTIONS, INC.
                         (F/K/A JS BUSINESS WORKS, INC.)
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(7) GOING CONCERN The accompanying consolidated 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 $574,850 accumulated from October 20, 1997 (Inception)
     through September 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 consolidated 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.

     In October 1999, the Company began efforts to raise $2,000,000 through a
     private placement limited offering of 2,000,000 shares of common stock
     priced at $1.00 per share. See Note 8. The private placement was closed on
     February 27, 2000 after raising $425,000 net. On March 10, 2000, the
     Company created a new private placement offering 300,000 shares of common
     stock at $1.50 per share. As of April 3, 2000, the Company had raised
     $210,000 through this subscription.


                                      F-9
<PAGE>


ITEM 2. PLAN OF OPERATION

     For the period from inception (October 20, 1997) through March 31,2000 the
Company had no revenues from operations and had no significant business
operations other than organizational and capital raising activities.

     On June 30, 1999, the Company consummated a reverse acquisition pursuant to
which the Company acquired Composite Solutions, Inc., a Nevada corporation ("CSI
Nevada"), a developer of certain construction technology described below. Since
the date of such acquisition, the Company's business activities have consisted
of research and development and marketing activities relating to the development
of the Company's construction technology and services.

     Utilizing the technology of CSI - Nevada Company, the Company intends to
complete CSI Nevada's development of an affordable high-technology method for
the retrofit/repair of buildings and other structures. This technology is based
upon the application of a composite material that is layered over existing
surfaces. This "composite overlay" is designed to be applied to key areas of
buildings and other structures to repair damage or to add structural integrity.
The Company believes that the simplicity of the overlay applications, and the
reduced cost and time to apply, has the potential to revolutionize the way
retrofit/repairs are done and will provide a solution to many structures that
would have otherwise been torn down or rebuilt completely. This overlay, which
is created by impregnating a carbon or glass fabric with a chemical resin, and
the "wallpapering" this combination to a structural surface, is appropriate for
concrete, masonry, and wood, and can be used to accomplish a variety of
structural objectives including: earthquake retrofit and damage repair, defect
repair, loan capacity increase, and structural hardening to protect against bomb
blasts.

     The Company intends to market a new method for construction called the
Carbon Shell System ("CSS"). CSS combines conventional civil construction
techniques and advanced carbon fiber reinforced polymer matrix composites to
provide a pre-manufactured advanced composite tube which is filled with concrete
depending on the strength, stiffness and stability requirements for the
structural component. In the CSS, the carbon shells are joined and filled with
concrete on site. The lightweight tubes will allow for rapid field construction
without the need for heavy lifting equipment. This, as well as the lack of
cumbersome rebar cages, offers the potential for reduced construction costs and
time. The Company believes CSS is applicable for a variety of common structural
components, including columns, girders, and beams.

     In the last quarter the Company has continued the development of its
technology and began active marketing of its technology and services to the
construction industry. In order to facilitate such marketing efforts, the
Company expects to seek additional capital through the sale of debt or equity
securities or a combination thereof. The Company may also seek to add more sales
and marketing personnel and strategic partner in order to accelerate the
marketing of its products and services.

     The Company's financial position and operating results raise substantial
doubt about its ability to continue as a going concern, as reflected by the net
losses accumulated from inception through March 31, 2000. The Company currently
does not have sufficient capital resources to effectively pursue its plan of
operation or continue its operations over the next twelve months. The ability of
the Company to continue as a going concern will be dependent upon obtaining
additional capital and financing in order to support its marketing and sales
activities. The Company is currently seeking additional capital to allow it to
implement its business plan. However, no assurances can be given that the
Company will be successful in raising such additional capital or other financing
or that the Company will be successful in implementing


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its business plan even if adequate financing is obtained.

     To the extent that the Company is successful in its financing activities,
the Company intends to devote substantially all of its financial resources
towards the continued development and marketing of its technology and services
to the construction industry. Capital will also be used for corporate and
administrative expenses and general working capital.

FORWARD-LOOKING STATEMENTS

     When included in this Quarterly Report on Form 10-QSB, the words "expects,"
"intends," "anticipates," "plans," "projects" and "estimates," and analogous or
similar expressions are intended to identify forward-looking statements. Such
statements, which include statements contained in Item 2 hereof, are inherently
subject to a variety of risks and uncertainties that could cause actual results
to differ materially from those reflected in such forward-looking statements.
For a discussion of certain of such risks, see the subsection of Item 1 entitled
"Risk Factors" in the Annual Report 10KSB for September 30, 1999.

These forward-looking statements speak only as of the date of this Quarterly
Report on Form 10-QSB. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.


PART II

ITEM 1. LEGAL PROCEEDINGS.

     The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The exhibits required to be filed herewith by Item 601 of Regulation S-B,
     as described in the following index of exhibits, are incorporated herein by
     reference, as follows:

27.1   *   Financial Data Schedule
-------------------

*    Filed herewith



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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Date: May 25, 2000

                                    Composite Solutions, Inc.


                                    By: /s/ Donald Nicholson
                                        --------------------------------------
                                        Donald Nicholson, President, CFO and
                                        Interim Chief Financial Officer


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