Composite Industries Of America, Inc. (fka CIAI)

[jmhollen]

Composite Industries Announces Name Change and Re-Capitalization

LAS VEGAS, Apr 5, 2002 /PRNewswire-FirstCall via COMTEX/ -- Composite
Industries of America, Inc.("Composite Industries") (OTC Bulletin Board:
CIAI) On April 2, 2002, the Board of Directors voted unanimously to change
the name of the Company to COMPOSITE HOLDINGS, INC. ("Composite Holdings"),
as this better reflects the direction of the Corporation in going forward
with the new Business Plan. The Board also voted unanimously to create two
new classes of common stock, a new Class A of common stock and Series 1
Class B common stock, that would replace the existing common stock and the
decrease in number of authorized shares of stock from 200,000,000 to
150,000,000. In the re-capitalization, for each one and one-tenth (1.1)
shares of common stock turned in, the stockholders will receive one (1)
share of Class A common stock and one-tenth (1/10th) of a share of Series 1
Class B common stock. No fractional shares will be issued in the
re-capitalization to any stockholder who would in the aggregate hold less
than one whole share of either Class A common stock or Series 1 Class B
common stock. It is anticipated that only the Class A common stock will be
publicly traded on the Nasdaq OTC Bulletin Board. Shares of preferred stock
will be issued after the re-capitalization to complete the acquisitions
already made.

The Company amended Article IV of the Articles of Incorporation to
reclassify their existing common stock and replace it with a new Class A
common stock and Series 1 Class B common stock. In the re-capitalization,
upon surrender of physical share certificates representing the existing
common stock, holders of one and one-tenth (1 1/10th) shares of the existing
common stock will receive one (1) share of Class A common stock and
one-tenth (1/10th) of a share of Series 1 Class B common stock.

The common stock will be reclassified into Class A common stock and Series 1
Class B common stock (which is immediately convertible on a one-for-one
basis into Class A common stock) with substantially the same rights,
preferences and privileges as the existing common stock. The Class A common
stock, like the existing common stock, will trade on the Nasdaq OTC Bulletin
Board. The Board of Directors believes that the re-capitalization is fair to
the stockholders.

The re-capitalization will constitute a "reorganization" within the meaning
of Section 368(a)(1)(E) of the Code. Accordingly, a stockholder will
recognize no gain or loss on the substitution of its existing common stock
with Class A common stock and Series 1 Class B common stock, except with
respect to cash received for any fractional shares. A stockholder's
aggregate tax basis in its existing common stock will be allocated between
its Class A common stock and its Series 1 Class B common stock in proportion
to the fair market value of each share of Class A common stock and Series 1
Class B common stock at the Effective Date of May 7, 2002.

Composite Holdings, Inc. will mail instructions and details to all
shareholders.

Composite Holdings, Inc. 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.

For more information on Composite Holdings, Inc., please visit the Web site
http://www.compositeindustries.com . For further information please contact
Rich Kaiser of Yes International, Inc., 1-800-631-8127 or David Donlin /
Phil Hofmann of The Cervelle Group, 1-866-295-7878 for Composite Holdings,
Inc.

Richard J. Kaiser
President

YES INTERNATIONAL, INC.
An International Venture Capital
and Investor Relations Firm
www.yesinternational.com
[e-mail]
800-631-8127 ..toll-free
757-306-6090 ..ph.
757-306-6092 ..fax