# ** **

 

 

# **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-KSB/A**

 
| **ý** | **ANNUAL  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|-------------------------------------------------------------------------------------------|

 

**For the Fiscal Year Ended September 30, 2001**

 

**or**

 
| **o** | **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.**

(Nameof Small Business Issuer in its Charter)

 

| **Florida**                                                   |   | **65-0790758**                         |
|---------------------------------------------------------------|--------|----------------------------------------|
| State  or other jurisdiction of incorporation or organization |   | I.R.S.  Employer Identification Number |

 

 

| **3252 Holiday Court, Suite 206**      |   | **La Jolla, CA 92037** |
|----------------------------------------|--------|------------------------|
| Address  of principal executive office |   | Zip  Code              |

 

Issuer’stelephone number:  **(858) 459-4843**

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT**

 

**Common Stock, $0.0001 Par Value**

(Titleof Class)

 

Check whether the issuer has (i) filed all reportsrequired by Section 13 or 15(d) of the Exchange Act during the past 12 months,and (ii) been subject to such filing requirements for the past ninety (90)days.  Yes   ý   No   o

 

Check if there isno disclosure of delinquent filers in response to Item 405 of regulation S-Bnot contained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of the Form 10-KSB or any amendment tothis Form 10-KSB.   o

 

The Company’srevenues for the fiscal year ended September 30, 2001 were $79,207.

 

As of September 30, 2001, 14,208,464 shares of Common Stock wereoutstanding and the aggregate market value of the Common Stock (based on thelatest sale price on the Nasdaq OTC Bulletin Board on September 28, 2001) heldby non-affiliates ( 10,774,213 shares) was $1,831,616.

 

Transitional Small Business Disclosure Format (check one):      Yes  o  No   ý

 

 

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This form,10-KSB/A amends the form 10-KSB filed on February 11, 2002 by CompositeSolutions, Inc. The purpose of this amendment is to make a correction to theIndependent Auditor's Report.

 

**Item 7.  FinancialStatements**  

 

 

**INDEPENDENTAUDITORS' REPORT**

 

To the Board of Directors and Stockholders

Composite Solutions Inc. and Subsidiaries

 

We have audited the accompanying consolidated balance sheets ofComposite Solutions Inc. (a development stage company) and Subsidiaries as ofSeptember 30, 2001 and 2000, and the related consolidated statements ofoperations, shareholders' equity and cash flows for the years then ended. Theseconsolidated financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these consolidated financialstatements based on our audits.

 

We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we planand perfrom the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion the financial statements referred to in the firstparagraph present fairly, in all material respects, the financial position ofComposite Solutions Inc. and Subsidiaries as of September 30, 2001 and 2000,and the results of its operations and its cash flows for the years then endedin conformity with accounting principles generally accepted in the UnitedStates of America.

 

The accompanying consolidated financial statements have been preparedassuming that the Company will continue as a going concern. As discussed inNote 17 to the consolidated financial statements, the Company has experiencedlosses since inception and has a net capital deficiency that raise substantialdoubt about its ability to continue as a going concern. Management's plans inregard to these matters are also described in Note 17. The consolidatedfinancial statements do not include any adjustments that might result from theoutcome of this uncertainty.

 

 

 

                                                                                                                                                Peterson & Co.

 

 

San Diego, California

January 25, 2002 (except for Note 3,

as to which the date is February 19, 2002).

 

 

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**Signatures**

 

In accordance with Section 13 or 15(d) of theSecurities Exchange Act the Company has caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

Date: February 19, 2002

 
|   |   |   |   |   |   |   | Composite Solutions, Inc. |
|--------|--------|--------|--------|--------|--------|--------|---------------------------|
|   |   |   |   |   |   |   |                      |   |
|   |   |   |   |   |   |   |                      |   |
|   |   |   |   |   |   |   | By:                       | /s/ Gilbert A. Hegemier |
|   |   |   |   |   |   |   |                      | Gilbert A. Hegemier, Chairman |
|        |        |        |        |        |        |        |                           |  |  |

 

 

Pursuant to the requirements of the Securities ExchangeAct, of 1934 this report has been signed below by the following person onbehalf of the Company and in the capacity and on the date indicated.

 

 
| **Signature**           |   | **Capacity**          |   | **Date**          |
|-------------------------|--------|-----------------------|--------|-------------------|
|                    |   |                  |   |              |
|                    |   |                  |   |              |
|                    |   |                  |   |              |
| /s/ Gilbert A. Hegemier |   | Chairman of the Board |   | February 19, 2002 |
| Gilbert A. Hegemier     |   |                  |   |              |

 

 

 

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