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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT

        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934

Date of Report (Date of earliest event reported) AUGUST 31, 2000
                                                 ---------------

                            COMPOSITE SOLUTIONS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)


          FLORIDA                  000-24551                 65-0790758
          -------------------------------------------------------------
(State or other jurisdiction      (Commission           (IRS Employer
     of incorporation)            File Number)          Identification No.)


3655 NOBEL DRIVE SUITE 440, SAN DIEGO, CA                            92122
-----------------------------------------                            -----
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code       858-459-4843
                                                         ------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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                                    FORM 8-K
COMPOSITE SOLUTIONS, INC.

AUGUST 31, 2000


ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
        Not Applicable

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

        On August 31, 2000 Composite Solutions, Inc. (The Company) completed the
        acquisition of Anchor Reinforcements a California corporation. This
        finalization acquisition makes Anchor Reinforcements a wholly owned
        subsidiary of CSI. The consideration of this transaction was "The
        Company" entered into a Stock Purchase agreement with Anchor
        Reinforcement whereby the Company receives all of the issued and
        outstanding shares of Anchor title and interest in exchange for the
        following considerations:

        1.      The Company will pay to Mr. John Gillespie, the sole owner of
                Anchor, the sum of (five hundred thousand dollars) $500,000,
        2.      The Company will issue to Mr. Gillespie 150,000 restricted
                shares of the Company's common stock;
        3.      The Company will enter into an employment contract with Mr.
                Gillespie for a term of (two) 2 years at a salary of $60,000 per
                annum and a non-competition agreement for a period of five ( 5)
                years;
        4.      The Company will develop a stock and cash bonus plan for key
                employees of Anchor.

        A committee of the Board of Directors was established to derive a value
        for Anchor and was assisted by an independent professional business
        valuation company, who conducted a detailed assessment concerning the
        acquisition of assets.

        The company acquired of all of the physical assets of Anchor which
        include: accounts receivable, work in progress, inventory, machinery and
        equipment.

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        Anchor's reputation for servicing client needs has created a solid base
        of approximately 200 clients. Anchor currently produces revenues of over
        one-half million dollars annually in uni-directional composites. Their
        product line has specialized in carbon and aramid fibers for over a
        decade. Integrating Anchor with CSI, helps to create a truly vertically
        integrated business concept. The ability to supply proprietary composite
        materials separates CSI from industry competition and will provide a
        cost advantage.



ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
        Not Applicable

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
        Not Applicable

ITEM 5. OTHER EVENTS.
        Not Applicable

ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
        Not Applicable

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
        The Company will file, by way of an amendment to this Form 8-K filing,
        financial statements of Anchor Reinforcement, the acquired company and
        relevant pro forma financial statements of the combined companies no
        later than October 31, 2000.


ITEM 8. CHANGE IN FISCAL YEAR.
        Not Applicable

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                                    FORM 8-K

COMPOSITE SOLUTIONS, INC.



                            COMPOSITE SOLUTIONS, INC.
                            -------------------------
                                  (Registrant)

Date:   August 31, 2000



                                   SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                            By: /s/  GILBERT A. HEGEMIER
                                ------------------------
                                Gilbert A. Hegemier, Chairman  and CEO



                            By: /s/ MARK OLSON
                                --------------
                                Mark Olson, President



  See Exhibit (1) Stock Purchase Agreement with Anchor Reinforcements.