===============================================================================

              QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                    TO THE 1934 ACT REPORTING REQUIREMENTS

                                  FORM 10-QSB

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

                                  (Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended MARCH 31, 2002

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

          For the transition period from ___________ to ___________.

===============================================================================

                       Commission File No. 33-55254-18

                    COMPOSITE INDUSTRIES OF AMERICA, INC.

            (exact name of Registrant as Specified in its charter)

                NEVADA                              87-0434297
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)          Identification Number)

             5333 S. Arville St. # 206
                Las Vegas, Nevada                      89118
      Address of principal executive office)        (Zip Code)


      Registrants telephone number, including area code: (702) 579-4888

       Securities registered pursuant to Section 12(b) of the Act: NONE
       Securities registered pursuant to Section 12(g) of the Act: NONE

===============================================================================

Indicate by check mark whether the registrant (1) has filed all reports
required to filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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.

                                [x] yes [ ] no

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the Form I
O-QSB or any amendment to this Form 1O-QSB. [x]

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

CLASS                                                       OUTSTANDING AS OF
                                                               MARCH 31, 2001

$.001  PAR VALUE   CLASS A COMMON STOCK                            43,164,481
                   VALUE Class A Convertible Preferred Stock          428,572
                   VALUE Class B Convertible Preferred Stock                0


ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

                    CONSOLIDATED CONDENSED BALANCE SHEETS

                       MARCH 31, 2002 and JUNE 30, 2001

<table>
<caption>

                                                                             <c>                    <c>
ASSETS                                                                          (Unaudited)
                                                                                      2002                   2001
                                                                                 ---------             ----------
Cash                                                                         $       4,614           $    667,142

Accounts receivable                                                                 71,530                      -

Machinery & equipment - net of
        accumulated depreciation of $93,547
        and $40,232 as of March 31, 2002 and
        June 30, 2001, respectively                                                122,925                164,805

Patent - net of accumulated amortization of
        $2,258,750 as of June 30, 2001                                                   -             14,939,349

Deferred tax asset                                                                       -              2,390,000

Other assets                                                                         1,000                 65,991

        TOTAL ASSETS                                                         $     200,069           $ 18,227,287

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS


                                                                                (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY                                                  2002                   2001
                                                                                 ---------             ----------
LIABILITIES
        Accounts payable and accrued expenses                                $     252,981          $      45,843
        Loans payable and advances from related parties                            268,282                458,730
        Convertible debenture - net of unamortized discount
         of $1,250 and $68,250 as of March 31, 2002
    and June 30, 2001, respectively                                              1,748,750                931,750
   Deferred tax liability                                                                -              4,963,183
                                                                                 ---------             ----------
        TOTAL LIABILITIES                                                        2,270,013              6,399,506
                                                                                 ---------             ----------
COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDERS' EQUITY
        Convertible preferred stock class A, (5,000,000 shares
        authorized; 428,572 shares issued and outstanding
        at March 31, 2002 and June 30, 2001)                                     1,511,086              1,511,086
   Convertible preferred stock class C (40,000,000 shares
   authorized: 2,000,000 shares issued and outstanding
     at March 31, 2002 and 0 shares issued and
     outstanding at June 30, 2001                                                    2,000                      -
   Common stock ($.001 par value, 150,000,000
        shares authorized, 43,939,481 shares issued
        and 43,486,896 shares outstanding as of March
        31, 2002 and 22,761,396 shares issued and
        outstanding as of June 30, 2001                                             43,939                 22,761
   Additional paid-in capital                                                   24,564,005             17,347,521
        Prepaid officers' compensation                                          (3,453,125)                     -
  Treasury stock - at cost                                                        (197,931)                     -
  (Deficit) accumulated during the development stage                           (24,539,918)            (7,053,587)
                                                                                ----------             ----------
        TOTAL STOCKHOLDERS' (DEFICIT) EQUITY                                    (2,069,944)            11,827,781
                                                                                 ---------             ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $     200,069            $18,227,287
                                                                                 =========             ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

</table>

<PAGE>F-2

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2002 and 2001

<table>
<caption>

                                                                  <c>                    <c>
                                                                         2002                  2001
                                                                     ----------             ---------
  Net revenues                                                  $        71,530           $         -

  Operating expenses:
     General and administrative
         expenses                                                       355,829               162,312
     Depreciation and amortization                                       84,593               274,044
     Officers' and other compensation                                   818,117                19,615
     Consulting fees                                                    462,914               258,237
                                                                     ----------             ---------
        Total operating expenses                                      1,721,453               714,208
                                                                     ----------             ---------
        (Loss) from operations                                       (1,649,923)             (714,208)
                                                                     ----------             ---------
  Other income and (expense):
        Interest and other income                                            172                9,163
        Interest (expense)                                              (52,209)               (1,443)
        Gain (loss) on cancellation of debt                             (18,089)              216,441
                                                                     ----------             ---------
        (Loss) due to impairment of patent                          (14,418,099)                    -
                                                                     ----------             ---------
     (Loss) due to impairment of goodwill                                (2,000)                    -
     Gain on sale of automobile                                               -                 4,182
        (Loss) on abandonment of land                                         -              (412,241)

  Total other (expense) - net                                       (14,490,225)             (183,898)

  Net (loss) before income taxes                                    (16,140,148)             (898,106)

  Benefit for income taxes                                            1,250,083               173,101
                                                                     ----------             ---------
        Net (loss)                                                 $(14,890,065)          $  (725,005)
                                                                     ==========             =========
  Net (loss) per common share                                             $(.35)                $(.03)
                                                                     ==========             =========
  Weighted average number of
   common shares outstanding                                         42,854,721            22,284,379
                                                                     ==========             =========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

</table>

<PAGE>F-3

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED MARCH 31, 2002 and 2001

<table>
<caption>

                                                              <c>                 <c>
                                                                      2002                2001
                                                                 ---------           ---------
         Net revenues                                        $      71,530        $          -

    Operating expenses:
        General and administrative expenses                        789,832             286,681
      Depreciation and amortization                                614,797             822,132
      Officers' and other compensation                           2,650,054              19,615
      Consulting fees                                            1,493,864             453,762
                                                                 ---------           ---------
        Total operating expenses                                 5,548,547           1,582,190
                                                                 ---------           ---------
        (Loss) from operations                                  (5,477,017)        (1,582,190)
                                                                 ---------           ---------
  Other income and (expense):
        Interest and other income                                    3,728               4,985
        Interest (expense)                                        (148,037)            (3,243)
        Gain (loss) on cancellation of debt                        (18,089)            216,430
        (Loss) due to impairment of patent                     (14,418,099)                  -
     (Loss) due to impairment of goodwill                           (2,000)                  -
     (Loss) on sale of land                                              -           (197,650)
        Gain on sale of automobile                                       -               4,182
        (Loss) on abandonment of land                                    -           (412,241)
                                                                ----------          ----------
  Total other (expense) - net                                  (14,582,497)          (387,537)

  Net (loss) before income taxes                               (20,059,514)        (1,969,727)

  Benefit for income taxes                                       2,573,183             259,652
                                                                ----------          ----------
        Net (loss)                                           $ (17,486,331)       $(1,710,075)
                                                                ==========          ==========
Net (loss) per common share                                         $ (.46)             $(.08)
                                                                ==========          ==========
Weighted average number of
 common shares outstanding                                      38,054,799        $ 21,503,164
                                                                ==========          ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

</table>

<PAGE>F-4

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)
     CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED MARCH 31, 2002


<table>
<caption>

                                                      <c>           <c>        <c>            <c>        <c>        <c>
                                                            Convertible               Convertible                 Common
                                                             Preferred                 Preferred                   Stock
                                                             Stock A                    Stock C               .001 Par Value
                                                        Shares      Amount           Shares     Amount        Shares      Amount
                                                       -------     ----------       -------     -------    ----------   --------

Opening balance - July 1, 2001                         428,572     $1,511,086            -      $   -      22,761,396   $ 22,761
Issuance of common stock for officers'
and other compensation                                                                                        531,600        531

Issuance of common stock to officers
in lieu of cash compensation                                                                               17,000,000     17,000

Amortization of officers' compensation
Issuance of common stock for legal and
consulting services rendered                                                                                3,091,035      3,091

Issuance of common stock for cash                                                                             550,950        551
Issuance of convertible preferred C stock for
the acquisition of 100% of the common
stock of MJB Towers on October 1, 2001                                               1,000,000     1,000

Issuance of convertible preferred C stock for
the acquisition of 100% of the common
stock of Tribal Electric Assoc. on October                                           1,000,000     1,000

Purchase of treasury shares
Adjustment                                                                                                      4,500          5

Net (loss) for the nine months ended
March 31, 2002
                                                      --------     ----------        ---------   -------    ----------  --------
Closing balance - March 31, 2002                       428,572     $1,511,086        2,000,000   $ 2,000    43,939,481  $ 43,939

</table>


<table>
<caption>

                                                      <c>          <c>          <c>              <c>              <c>
                                                        Additional      Prepaid                    During the          Total
                                                          Paid-in       Officers'    Treasury      Development     Stockholders'
                                                          Capital     Compensation    Stock           Stage            Equity
                                                       -----------    ------------   ----------    -----------     -----------
Opening balance - July 1, 2001                         $17,347,521    $    -         $     -      $( 7,053,587)   $ 11,827,781


Issuance of common stock for officers'                     246,710                                                     247,241
and other compensation

Issuance of common stock to officers
in lieu of cash compensation                             5,508,000     (5,525,000)                                         -

Amortization of officers' compensation                                  2,071,875                                    2,071,875


Issuance of common stock for legal and
consulting services rendered                             1,323,355                                                   1,326,446

Issuance of common stock for cash                          137,389                                                     137,940


Issuance of convertible preferred C stock for
the acquisition of 100% of the common
stock of MJB Towers on October 1, 2001                                                                                   1,000


Issuance of convertible preferred C stock for
the acquisition of 100% of the common
stock of Tribal Electric Assoc. on October                                                                               1,000

Purchase of treasury shares                                                           (197,931)                       (197,931)

Adjustment                                                  1,030                                                        1,035


Net (loss) for the nine months ended
March 31, 2002                                                                                     (17,486,331)    (17,486,331)
                                                      -----------       ---------    ---------      ----------     -----------
Closing balance - March 31, 2002                      $24,564,005     $(3,453,125)  $ (197,931)   $(24,539,918)   $ (2,069,944)

</table>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F - 5

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED MARCH 31, 2001
<table>
<caption>

                                      <c>       <c>          <c>       <c>        <c>        <c>


                                           Convertible               Convertible          Common
                                           Preferred                 Preferred            Stock
                                           Stock A                      Stock B           .001 Par Value
                                          Shares  Amount            Shares  Amount       Shares  Amount
                                         -------   ----------    -----    -------    ----------  --------
Opening balance - July 1, 2000           428,572   $1,511,086        0    $     0    20,417,379  $ 20,417

Issuance of common stock for legal
 and consulting services rendered                                                     1,765,000     1,765

Issuance of common stock recorded
 as loan to officer to cover company
 expenses                                                                               300,000       300

Repayment of officer loans

Reduction of officer loan for
 services rendered

Advances to officers

Net loss during the development
 stage for the nine months ended
 March 31, 2001
                                         -------   ----------    -----    -------    ----------  --------
Closing balance - March 31, 2001         428,572   $1,511,086        0    $     0    22,482,379  $ 22,482
                                         =======   ==========    =====    =======    ==========  ========
</table>

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE NINE MONTHS ENDED MARCH 31, 2001 (continued)
<table>
<caption>

                                        <c>              <c>               <c>               <c>

                                                                                Deficit
                                                                                Accumulated
                                              Additional      Officer            during the        Total
                                              Paid-in            loan           Development     Stockholders'
                                              Capital          receivable        Stage             Equity
                                           ------------     ----------       ------------       ------------
Opening balance - July 1, 2000             $ 16,195,761     $ (191,749)      $ (4,312,689)      $ 13,222,826

Issuance of common stock for legal
 and consulting services rendered               492,879                                              494,644

Issuance of common stock recorded
 as loan to officer to cover company
 expenses                                       130,800       (131,100)                                    0

Repayment of officer loans                                     163,000                               163,000

Reduction of officer loan for
 services rendered                                              31,000                                31,000

Advances to officers                                            (6,000)                               (6,000)

Net loss during the development
 stage for the nine months ended
 March 31, 2001                                                                (1,710,075)        (1,710,075)
                                           ------------     ----------       ------------       ------------
Closing balance - March 31, 2001           $ 16,819,440     $ (134,849)      $ (6,022,764)      $ 12,195,395
                                           ============     ==========       ============       ============
</table>

<PAGE>F-6

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001


<table>
<caption>

                                                         <c>             <c>
                                                                2002            2001
                                                            ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash (used) provided by operating activities           (1,133,220)        232,022


CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash (used) provided by investing activities              (51,667)        106,554
                                                            ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

Loans and advances (to) related parties                      (187,000)       (293,427)
Loans and notes payable - (repayments)                         (3,448)         (3,170)
Repayment of officer loans                                          -         (56,900)
Issuance of convertible debentures                            750,000               -
Issuance of common stock                                      137,940               -
Purchase of treasury shares                                  (175,133)              -
                                                            ---------       ---------
Net cash provided (used) by financing activities              522,359        (353,497)
                                                            ---------       ---------
Net (decrease) in cash                                       (662,528)        (14,921)
                                                            ---------       ---------
Cash  - beginning of period                                   667,142          18,516
                                                            ---------       ---------
Cash  - end of period                                     $     4,614     $     3,595
                                                            =========       =========
Supplemental Disclosure of cash flow information:

Cash Paid During the Year for:

         Interest expense                                 $       611     $     3,243
                                                            =========       =========
         Income taxes                                     $         -     $         -
                                                            =========       =========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

</table>

<PAGE>F-7

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

              CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

              FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001

                NON-CASH INVESTING AND FINANCING TRANSACTIONS

During the nine months ended March 31, 2002, Composite issued 3,091,035 shares
of common stock to various individuals valued at $1,326,446 for legal and
consulting services performed and 531,600 shares of common stock valued at
$247,241 to officers and employees of the Company in lieu of salary.

During the quarter ended March 31, 2002, Composite purchased 261,860 shares of
its common stock for $116,882 in cash.

During November and December 2001, Composite purchased 190,725 shares of its
common stock for $81,049, $58,251 in cash with the balance of $22,798 due to
the former shareholders.

Composite issued 17,000,000 shares of common stock to senior corporate
officers on August 23, 2001. The shares were issued for future services to be
rendered to the Company related to capital raising efforts, building
alliances, and overall corporate strategy development. These shares are
restricted as to transferability for two years. The shares are valued at
$5,525,000 or $0.33 per share.  This value reflects discounts totaling 50% for
the trading restriction and the volume of shares issued. Accordingly, the
unearned compensation of $5,525,000 related to this transaction will be
amortized as a charge to compensation expense ratably over a two-year period.
For the nine months ended March 31, 2002, compensation expense related to this
amortization amounted to $2,071,875. The remaining unamortized compensation of
$3,453,125 recorded as prepaid officers' compensation is included as a
reduction to stockholders' equity.

The Company issued 149,385 shares of common stock on July 11, 2001 to two
individuals for $37,346 payable at a future date.  These shares are valued at
$0.25 per share based on discounts applied due to restrictions on
transferability for a period of one year. The portion that remained unpaid and
determined to be uncollectible as of March 31, 2002 amounted to $18,089 and
was written off to (loss) on cancellation of debt in the other income and
(expense) section of the consolidated condensed statements of operations.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>F - 8

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

              CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

              FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001

          NON-CASH INVESTING AND FINANCING TRANSACTIONS (continued)

On July 2, 2001, the Company issued 150,000 shares of common stock to a
financial consulting firm as a "commencement bonus" under an agreement wherein
the financial consultant will perform certain evaluations and analyses for the
Company.  The agreement term is for six months effective July 1, 2001.  These
shares related to the commencement bonus have been valued at $.44 per share
for a total valuation of $66,000. This was recognized as consulting expenses
over a six month period which began July, 2001.  For the nine months ended
March 31, 2002, consulting expense amounted to 66,000.

During the three months ended March 31, 2001, Composite issued 965,000 shares
of common stock valued at $270,144 to various individuals for legal and
consulting services performed.

During the three months ended December 31, 2000, Composite issued 675,000
shares of common stock valued at $184,500 to various individuals for legal and
consulting services performed and 125,000 shares of common stock valued at
$40,000 to an officer of the Company in lieu of salary.  During this quarter,
$27,100 was repaid to the Company and an officer loan was reduced by an
additional $101,749 in exchange for services.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>F-9

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

           NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

              FOR THE NINE MONTHS ENDED MARCH 31, 2002 and 2001

NOTE 1 - General and Summary of Significant Accounting Policies

(A)     - Nature of Business

Composite Holdings, Inc. ("Composite" - formerly known as Composite Industries
of America, Inc.), is a development stage company primarily in the business of
land development and the construction of residential houses.  Composite owns
the patent rights to a compound to be used in the construction process
referred to as Z-MIX.  The process is more fully described in Note 2.

During the 2002 fiscal year, the Company underwent a name change to Composite
Industries of America, Inc. The Company changed its name again to Composite
Holdings, Inc. in April 2002.

NOTE 2 -  Write-off of Patent due to Impairment

During the quarter ended March 31, 2002, Composite determined that although
the Company believes that the patent for the product "Z-Mix", (a substitute
for cement in building materials), continues to have intrinsic value and
potential commercial viability, it no longer has value for financial
accounting and reporting purposes.  Accordingly, the patent and all related
asset and liability accounts have been written off during the quarter.

The net effect of the write-off is as follows:

        Patent                          $  17,198,099
        Accumulated amortization           (2,780,000)       $ 14,418,099
                                           ----------
        Deferred tax asset                  3,540,000
        Deferred tax liability             (4,790,083)         (1,250,083)
                                           ----------          ----------
                Net Write-off                               $  13,168,016
                                                               ==========

The write-off of the patent less accumulated amortization was charged to Other
income and expense and the write-off of the deferred tax asset and liability
was credited to the Benefit for income taxes.

<PAGE>F-10

NOTE 3 - Income Taxes

Composite accounts for income taxes on the liability method, as provided by
Statement of Financial Accounting Standards 109, Accounting for Income Taxes
(SFAS 109).  For the nine months ended March 31, 2002 and 2001, the income tax
(benefit) was comprised of the following components:

                                                (Unaudited)     (Unaudited)
                                                    2002            2001
                                                 ---------       ---------
        Current -       Federal                  $       -               -
                        State                            -               -
                                                 ---------       ---------
                        Total current                    -

        Deferred-       Federal                 (2,573,183)       (259,652)
                        State                            -               -
                                                 ---------       ---------
                        Total deferred          (2,573,183)       (259,652)

        Total                                  $(2,573,183)     $ (259,652)
                                                 =========       =========

The only differing method of reporting income for tax purposes as compared to
financial reporting purposes was in connection with the deferred tax liability
resulting from the acquisition of patent rights described in Note 2.  Due to
the impairment of the patent, the deferred tax asset and liability were
written off and benefit for income taxes was credited. As there are no state
income taxes to be considered, the income tax provision is computed at the
federal statutory rate of 34%.

Deferred tax assets and liabilities consist of the following:

                                               (Unaudited)
                                                  March             June
                                                   2002              2001
                                                ---------         ---------
        Deferred tax assets-
         Tax benefit of net operating
         loss carryovers                      $ 1,740,000       $ 2,390,000
        Valuation allowance                     1,740,000                 -
                                                ---------         ---------
                                              $         -       $ 2,390,000
                                                =========         =========
        Deferred tax liabilities-
        Patent rights acquired                $         -       $ 4,963,183
                                                =========         =========
<PAGE>F-11

No valuation allowance was required for the deferred tax asset for each of the
periods presented because management determined that there is a strong
likelihood of realization of the deferred tax asset.  The deferred tax asset
relates to the net operating loss carryforwards. Composite incurred net
operating losses for financial reporting purposes totaling $17,486,331 and
$5,116,000 for tax purposes during the nine months ended March 31, 2002
available to offset future income for financial reporting purposes expiring in
2022.

NOTE 4 - Related Party Transactions

Composite has entered into consulting agreements with certain members of the
Company's Board of Directors and stockholders to provide services on various
strategic and business issues.  The agreements are renewable at the discretion
of management. Total fees paid for such services by the Company either in
stock or cash during the nine months ended March 31, 2002 and 2001 were
$2,650,054 (including $330,937 cash) and $453,762 respectively and are
included in operating expenses in the consolidated condensed statements of
operations.

Management believes the transactions were at arm's length.

The former Chairman of the Board has from time to time advanced funds to
Composite or one of its subsidiaries to assist with working capital
requirements. (See Note 5)  These transactions are short-term in nature.  The
joint venture construction project known as Heartland Homes advanced $53,101
to Big Mountain Construction Company, Inc.  These advances are non-interest
bearing and are short-term in nature.  Funds advanced to the Company as of
March 31, 2002 and June 30, 2001 amounted to $138,301 and $325,301,
respectively, and are carried in loans payable and advances from related
parties. No interest was charged for the nine months ended March 31, 2002 and
2001.

<PAGE>F-12

NOTE 5 - Going Concern Considerations

Composite Holdings, Inc. has operated as a development stage enterprise since
February 10, 1997, its inception, and therefore has operated for over four
years without generating a significant amount of revenues.  Funds have been
generated primarily by the extension of loans and advances from officers and
directors and the issuance of common and preferred stock and debentures.  In
many instances, consulting, legal and other professional fees are paid with
the Composite's common stock and that stock is at times issued on a restricted
basis. The failure to generate revenues from operations has caused Composite
to experience liquidity shortfalls from time to time.

In prior periods, Merle Ferguson, who was formerly Chairman of the Board,
pledged to contribute funds to the Company so that it would remain solvent
during the succeeding twelve-month period.  Mr. Ferguson resigned as Chairman
on April 10, 2002.  Further, at March 31, 2002, Composite's liabilities to
third parties exceed realizable assets by $1,900,000.  Although Mr. Ferguson
pledged 3,500,000 shares of Composite's common stock owned by him as
collateral for $1,750,000 convertible debentures recorded as a current
liability on Composite's financial statements, there is no guarantee that the
value of that collateral would support the outstanding balance of the
debentures when that debt is settled.

It is for these reasons that management believes that there is substantial
doubt about Composite's ability to continue as a going concern.

<PAGE>F-13

                  COMPOSITE HOLDINGS, INC. and SUBSIDIARIES
                        (a development stage company)

           NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

              FOR THE NINE MONTHS ENDED MARCH 31, 2002 and 2001


NOTE 6 - Stock Issued For Services

During the nine months ended March 31, 2002, Composite issued 3,091,035 shares
of common stock to various individuals valued at $1,326,446 for legal and
consulting services performed and 531,600 shares of common stock valued at
$247,241 to officers and employees of the Company in lieu of salary.

Composite issued 17,000,000 shares of common stock to senior corporate
officers on August 23, 2001. The shares were issued for future services to be
rendered to the Company related to capital raising efforts, building
alliances, and overall corporate strategy development. These shares are
restricted as to transferability for two years. The shares are valued at
$5,525,000 or $0.33 per share.  This value reflects discounts totaling 50% for
the trading restriction and the volume of shares issued. Accordingly, the
unearned compensation of $5,525,000 related to this transaction will be
amortized as a charge to compensation expense ratably over a two-year period.
For the nine months ended March 31, 2002, compensation expense related to this
amortization amounted to $2,071,875. The remaining unamortized compensation of
$3,453,125 recorded as prepaid officers' compensation is included as a
reduction to stockholders' equity.

The Company issued 149,385 shares of common stock on July 11, 2001 to two
individuals for $37,346 payable at a future date.  These shares are valued at
$0.25 per share based on discounts applied due to restrictions on
transferability for a period of one year. The portion that remained unpaid and
determined to be uncollectible as of March 31, 2002 amounted to $18,089 and
was written off to (loss) on cancellation of debt in the other income and
(expense) section of the consolidated condensed statements of operations.

<PAGE>F - 14

On July 2, 2001, the Company issued 150,000 shares of common stock to a
financial consulting firm as a "commencement bonus" under an agreement wherein
the financial consultant will perform certain evaluations and analyses for the
Company.  The agreement term is for six months effective July 1, 2001.  These
shares related to the commencement bonus have been valued at $.44 per share
for a total valuation of $66,000. This was recognized as consulting expenses
over a six month period which began July, 2001.  For the nine months ended
March 31, 2002, consulting expense amounted to 66,000. During the three months
ended March 31, 2001, Composite issued 965,000 shares of common stock valued
at $270,144 to various individuals for legal and consulting services
performed.

During the three months ended December 31, 2000, Composite issued 675,000
shares of common stock valued at $184,500 to various individuals for legal and
consulting services performed and 125,000 shares of common stock valued at
$40,000 to an officer of the Company in lieu of salary.  During this quarter,
$27,100 was repaid to the Company and an officer loan was reduced by an
additional $101,749 in exchange for services.

NOTE 7 - Commitments and Contingencies

On December 15, 2001, Composite entered into an agreement to lease its Las
Vegas, Nevada headquarters office for 3 years at $2,239 per month for year
one, $2,301 per month for year two, and $2,454 per month for the remaining
year on its lease ending December 15, 2004.  Rent expense amounted to $12,642
and $5,120 for the nine months ended March 31, 2002 and 2001, respectively.

<PAGE>F-15

NOTE 8 - Treasury Stock

During the quarter ended March 31, 2002, the Company acquired additional
shares of its common stock.  The Company purchased 261,860 shares for a total
of $116,882 or an average of $.45 per share.  During the quarter ended
December 31, 2001, the Company purchased 190,725 shares for a total of $81,049
or an average of $.43 per share. The Board authorized this repurchase program
because it believed that the stock price was undervalued.

NOTE 9 - Stock Options

On March 1, 2002, a consultant was granted an option to purchase 400,000
shares of common stock at $.25 per share for a total price of $100,000.  The
value of the common stock on the date of issue was $140,000 or $.35 per share
resulting in compensation of $40,000.

On February 1, 2001, an attorney was granted an option to purchase 100,000
shares of common stock at $.00125 cent per share for a total price of $125.
The value of the common stock on the date of issue was $37,000 or $.37 per
share resulting in compensation of $36,875.  On March 6, 2002, he exercised
those options and the Company received $125.

On January 30, 2001, a consultant was granted an option to purchase 375,000
shares of common stock at $0.00125 cent per share for a total price of $469.
The value of the common stock on the date of issue was $120,469 or $0.32125
per share resulting in compensation of $120,000.  On January 2, 2002, he
exercised those options and the Company received $469.

On December 1, 2001, a consultant was granted an option to purchase 400,000
shares of common stock at $.25 per share for a total price of $100,000.  The
value of the common stock on that day was $160,000 or $.40 per share resulting
in the shares being discounted by approximately 37%.  On January 24, 2002,
those shares were exercised and the Company received $100,000.

<PAGE>F-16

NOTE 10 - Joint Venture Agreement

During the quarter ended March 31, 2002, Composite Holdings, Inc. entered into
a joint venture agreement with Knockout Sports Network, Inc. a corporation
owned 100% by Mr. William Morris, Composite's President and Chief Executive
Officer.  The purpose of the joint venture is to organize and promote sporting
events such as kickboxing and other martial arts exhibitions.  The joint
venture agreement specifies that all funds expended by Composite will be
reimbursed prior to the distribution of net profits between the joint venture
parties.  As of March 31, 2002, the joint venture sponsored one event
resulting in revenues of $71,530 and expenses of $250,038.

NOTE 11 - Subsequent Events

On April 2, 2002, the Company re-capitalized it stock by decreasing the
authorized amount of shares to 150,000,000 shares from 200,000,000 shares and
authorized two new classes of stock; Class A common stock (100,000,000 shares)
and Series 1 Class B common stock (10,000,000 shares) and decreasing the
amount of various classes of preferred stock to 40,000,000 shares.

NOTE 12 - Reclassifications

Certain financial statement items during the fiscal period ended March 31,
2001 have been reclassified to reflect comparability with account
classifications adopted for the current period presentation with no effect on
previously reported net income.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION

The following discussion and analysis of financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements, including the corresponding footnotes, which is included
within this report. The following discussion contains certain forward-looking
statements within the meaning of the Securities Act of 1933 as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which are
not historical facts and involve risks and uncertainties that could cause
actual results to differ materially from the results anticipated in those
forward-looking statements. These risks and uncertainties include, but are not
limited to those set forth below and the risk factors described in the
Company's other filings with the Securities and Exchange Commission.

Composite through its two subsidiaries, World Homes and Affordable Homes of
America, provides revolutionary building techniques for the construction of
affordable fireproof and earthquake proof housing using the patented material
Z MIX.  The Corporation is engaged in the formation of compatible synergistic
companies, Tribal Electric, MJB Towers and GTSwiss, each designed to be
horizontally and/or vertically integrated with each other.

RESULTS OF OPERATIONS

Quarter ended March 31, 2001 vs. March 31, 2002

REVENUES. Composite Industries of America is presently a development stage
company. The Company  entered into a Joint Venture Agreement with KNOCKOUT!
Sports Network and announced $71,530.00 in revenues from a March 25, 2002 kick
boxing event.  That was the only revenue for the three months ended March 31,
2002.   There were no revenues in the Company prior to this.

OPERATING EXPENSES. Operating expenses are comprised of General and
Administrative Expenses which consist primarily of professional fees, officer
compensation, consulting fees, and general and administrative expenses.
Operating expenses increased from $714,208 for the three months ended March
31, 2001, to $1,721,453 (or by $1,007,245) for the three months ended March
31, 2002. The increase in operating expenses was primarily due to officers'
compensation which increased from $19,615 for the three months ended March 31,
2001 to $818,117 (refer to Note 6 of the Financial Statement) for the three
months ended March 31, 2002.

NET LOSS. Due to the write-off of the patents due to impairment (refer to Note
2 of the Financial Statement), our net loss increased substantially for this
quarter.  As a result, our net loss after the tax benefit increased from
$725,005 for the three months ended March 31, 2001 to $14,890,065 for the
three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Composite Industries of America, Inc. is currently a development stage
company.  The Company is presently negotiating for a private placement to fund
its operations.  In the event that the Company does not secure additional
financing, the Company has made provisions for working capital for the next
twelve months.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no market risk sensitive instruments or market risk exposures.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There were no pending or threatened litigation or other legal proceedings,
material or otherwise, nor any claims or assessments with respect to Composite
Industries of America, Inc. during this time.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

NONE

ITEM 3. DEFAULTS UPON SENIOR INDEBTEDNESS

NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the Company security holders for a vote during the
period ending March 31, 2002.

ITEM 5. OTHER INFORMATION

BUSINESS

On March 17, 1999, Kowtow, Inc. received 100% of the common stock of
Affordable Homes of America, Inc. in a merger. Additionally, Kowtow, Inc.
issued 4,000,000 shares of common stock to SCS Enterprises, Inc. Trust, the
sole shareholder of Affordable Homes of America, Inc. On the same date the
company accepted the resignation of Krista Nielson and Sasha Belliston as
Officers and Directors of the Company and elected Merle Ferguson as President,
CEO and Chairman of the Board of Directors. The Company also elected Susan
Donohue as Secretary and as a member of the Board of Directors.

The Company changed its name to Affordable Homes of America, Inc. on March 19,
1999 and obtained a new trading symbol -AHOA. The Company restructured its
common stock with a two for one forward split effective March 31, 1999. The
Company changed its name to World Homes, Inc.(WHME) on October 10, 2000 and to
Composite Industries of America, Inc. (CIAI) on August 23, 2001. Affordable
Homes of America, Inc. and World Homes, Inc. are fully owned subsidiaries of
the Company. Composite Industries of America maintains its principle offices
at 5333 S. Arville St. # 206, Las Vegas, Nevada 89118.

Composite is in the business of building homes for low income and first time
home buyers. Founded in 1997, the focus of the Company is to develop and build
homes for sale in the United States and international locations with little or
no timber products. The Company's methods are patented. The Company plans to
build homes from a construction material known as Z MIX.  Z MIX is a
cementitious product that combines diatomaceous earth and used tires to create
a lightweight building material that reduces the time and the cost for
constructing a house.

Z MIX construction will (i) reduce the time and cost needed to construct the
average home, and (ii) reduce the amount of wood used in building the average
home. Company research has shown that more Americans ages 25 to 45 would
prefer to purchase homes rather than rent.

The Company is engaged in completing the certification procedures necessary to
sell its Z Mix products in the US.  Once complete, the Company plans to begin
sales and distribution of its products in US.

On April 28, 1999, Affordable Homes acquired Composite Industries of America,
Inc. the owner of a patent covering a construction material known as "Z Mix".
Z Mix is a cementitious building material and can be used in a two step
construction method instead of cement, dry wall or lumber. Affordable Homes
believes Z Mix will enable it to build better quality homes at a lower price
than if other products were used.

Composite Industries of America, Inc. The acquisition of Composite Industries
was accomplished by exchanging one share of Affordable's/World Homes' common
stock for two shares of the original Composite's common stock. All stock
issued by Affordable/World Homes pursuant to this acquisition was restricted.
Affordable Homes/World Homes was the surviving entity and acquired the patents
owned by Composite. The patents cover a construction material called "Z MIX".
Z MIX is a building material lighter than cement that can be used in home
construction instead of cement, lumber or dry wall. The patented construction
material is a lightweight cementitious insulating mixture with a high
compression strength and thermal resistance values up to 30 to 40 times that
of standard concrete. It is fire proof, insect proof, has excellent acoustical
properties and is easy to clean up. Z MIX can be used for wall and roof panels
and can easily be pumped for walls and floors. Z MIX makes a well insulated
cost effective floor that has a slight give to it. Z MIX is excellent for
gymnasium floors. This material is used for residential, light commercial and
agricultural building. The composition has the unique property of being able
to absorb contaminated or hazardous materials, especially petroleum based
contaminants and is especially useful in cleaning up and controlling
contaminants in underground storage tanks, especially in abandoned or closed
service stations.

The Company also acquired the plans for a "World Home" and a "US Home" made
from this material. These plans have been certified by Larson Engineering,
Inc. as earthquake resistant in all four seismic regions in the world. Larson
Engineering, Inc. also certified that houses built from these materials are
able to withstand hurricane winds up to 150 mph. Composite Industries of
America believes that use of Z MIX will permit it to construct lower cost
housing at substantial less that the present cost for such housing. Z MIX can
also be used in the manufacturing of utility poles, railroad ties and pallets
with substantial savings in the manufacturing cost of these items. The Company
believes that the use of Z MIX will broaden its market and increase its
profitability.

The Company's business is not seasonal although during some snow storms on-
site construction generally does not take place unless indoors. The Company
uses no special raw materials and the materials it does use are available from
numerous suppliers throughout the United States.

The Company announced the acquisition of MJB Towers, a telecommunications
company, on October 3, 2001.and the acquisition of Tribal Electric
Association-2000, a provider and distributor of electric power, on October 10,
2001.  The Company also announced the acquisition of GTSwiss, the manufacturer
of precision engineered telecommunications and consumer home electronics
products on October 30, 2001.  Composite Industries of America  signed Joint
Venture Agreements with KNOCKOUT! Sports Network (KSPN) for a  kickboxing
sports event which was staged on March 25, 2002 in Las Vegas, Nevada.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table shows the positions held by the Company's officers and
directors this quarter. The directors were appointed and will serve until the
next annual meeting of the Company's stockholders, and until their successors
have been elected and have qualified. The officers were appointed to their
positions, and continue in such positions at the discretion of the directors.

NAME              AGE    POSITION
--------------    ---    -----------------------------------------
Merle Ferguson    55     President, CEO and Chairman of the Board
William Morris    63     Vice President of Finance, CFO, Treasurer
Susan Donohue     49     Vice President of Operations, Secretary


Merle Ferguson, President, CEO and Chairman of the Board, founded Affordable
Homes of America, Inc. in 1997 after a successful career in the construction
industry. Mr. Ferguson's goal was to form a national construction company able
to create affordable, quality homes for first-time and low-income homebuyers.
Prior to starting the Company, Mr. Ferguson spent 24 years in the construction
industry as a builder and real estate developer in California, Oregon and
Washington States.

Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in
forestry and a minor in Business Management. In April of 1966, he enlisted in
the United States Marine Corps, serving two tours in Vietnam, and was
honorably discharged in 1970. For the past 7 years, Mr. Ferguson has been
researching new construction products used to reduce deforestation. Some of
the construction methods under development by the Company use no timber
products.

William Morris joined Composite as Vice President of Finance, Chief Financial
Officer and Treasurer of the Board in May of 2001.   Mr. Morris brings over 30
years of financial and accounting experience to the Company. The majority of
the 30 years were performing the duties of Chief Financial Officer. He was the
CFO for (Sony) / Superscope, Inc. and Maranatz Company, Inc., and at one time
was the youngest CFO of a New York Stock Exchange company.

Susan Donohue is the Vice President of Operations, and Secretary of the Board.
She was one of the two founders of Zawada Technologies, Inc. At Zawada
Technologies she worked directly with Joseph Zawada on the research of the Z
Mix product. Zawada Technologies merged with Composite Industries, Inc. Ms.
Donohue joined Affordable Homes/World Homes when the original Composite merged
with the Company. Ms. Donohue attended the University of Wisconsin at Stevens
Point with a focus in sociology and psychology. Ms. Donohue also attended
Cardinal Stritch College of Madison, where she majored in Business
Administration.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock traded on the NASD Over-the-Counter Bulletin Board
under the symbol "CIAI" since September 4, 2001, and traded under the symbol
"WHME" prior to that date. The stock has traded between $3.125 per share and
$0.14 per share. There are approximately 1250 record holders of the Company's
common stock. The Company has not previously declared or paid any dividends on
its common stock and does not anticipate declaring any dividends in the
foreseeable future.

ITEM 5. - OTHER SUBSEQUENT EVENTS.

The Company changed its name to Composite Holdings, Inc. on April 4, 2002.

Composite Holdings, Inc. has a new CUSIP number of 20461U103 and a new trading
symbol of COHIA for the new authorized Class A stock, which will begin trading
on the OTC BB shortly.

The Company re-capitalized its stock by decreasing the authorized amount of
shares to 150,000,000 shares from 200,000,000 shares and authorizing two new
classes of stock, Class A common stock (100,000,000 shares) and Series 1 Class
B common stock (10,000,000 shares)  and  decreasing the amount of the various
classes of preferred stock to the amount of 40,000,000 shares.

The Company accepted the resignation of Merle Ferguson as Chairman of the
Board, President and CEO.  Susan Donohue was appointed the new Chairman and
Steve Nemergut, Esq. was appointed as a Director.  William Morris, Executive
Vice-President of Finance, CFO and Director, assumed the office of President
and CEO of the Company.

The Company filed a lawsuit against Lenore Avenue, LLC and certain other
entities on April 4, 2002 alleging damages for breach of contract and other
causes of action in connection with a financing.


ITEM 6. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a) Exhibits

   Exhibit No.  Description

     (a)  3.1   Amendment to the Articles of Incorporation changing name to
                Composite Holdings, Inc. and Re-Capitalization. - Subsequent
                event reported on 8-K Filed April 18, 2002


     (b)  Reports on Form 8-K.


                The Company Reported One 8-K Filed as a Subsequent Event

                Date Filed: April 18, 2002

                Item No. 1.     Changes in Control of Registrant. William
                Morris is President, CEO and a Director of the Company and
                Susan Donohue is Chairman of the Board following the
                resignation of Merle Ferguson. Steve Nemergut has been
                appointed as a Director

                Item No. 5.  Other Events.

                The Company changed its name to Composite Holdings, Inc. on
                April 4, 2002.

                Composite Holdings, Inc. has a new CUSIP number of 20461U103
                and a new trading symbol of COHIA for the new authorized Class
                A stock, which is set to begin trading on the OTC BB on May 7,
                2002.

                The Company re-capitalized its stock by decreasing the
                authorized amount of shares to 150,000,000 shares from
                200,000,000 shares and authorizing two new classes of stock,
                Class A common stock(100,000,000 shares) and Series 1 Class B
                common stock (10,000,000 shares) and  decreasing the amount of
                the various classes of preferred stock to the amount of
                40,000,000 shares.

                The Company filed a lawsuit against Lenore Avenue, LLC et. al.
                on April 4, 2002.

                The Company accepted the resignation of Merle Ferguson as
                President and CEO on April 10, 2002.   William Morris, current
                Executive Vice-President of Finance and CFO, assumed the
                office of President and CEO of the Company.

                Item No. 6. Resignation of Registrant's Directors.

                The Company accepted the resignation of Merle Ferguson as
                Chairman of the Board on April 10, 2002 and appointed Susan
                Donohue as new Chairman.  Steve Nemergut, Esq. was appointed
                as a new director on April 16, 2002. William Morris remains a
                director.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

COMPOSITE INDUSTRIES OF AMERICA, INC.

Date:  May 20, 2002        By: /s/ Susan Donohue
                                   -----------------
                                   Susan Donohue
                                   Chairman & Secretary


Date:  May 20, 2002        By: /s/ William Morris
                                   -----------------
                                   William Morris
                                   President & CEO