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

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933

                      COMPOSITE INDUSTRIES OF AMERICA, INC.


              (Exact name or Registrant as specified in its charter)

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


                         4505 W. Hacienda Ave.  Unit I-1
                             Las Vegas, Nevada 89118
                                  702-579-4888
           (Name, address, including zip code, and telephone numbers,
                    including area code, of agent of service)

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

CALCULATION OF REGISTRATION FEE

Proposed                               Proposed
Title of                               maximum      maximum
each class             Amount          offering     aggregate    Amount of
of securities          to be           price per    offering     registration
to be registered       registered(1)   share        price        fee

Common Stock, $.001    par 485,000      $0.545     $264,325.00      $66.81
value per share
______________________________________________________________________________

(1)      This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.

 (2)     This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee based
on the average of the bid and asked prices of the Registrant's Shares reported
on the OTC Bulletin Board on October 31, 2001.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following
documents filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference: 1. The Registrant's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 2001. 2. All other reports
filed by the Company pursuant to Section 13(a) and 15(d) of the 1934 Act since
June 30, 2001.

              All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 , prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superceded, shall not be deemed except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES Not Applicable

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law permits a company to indemnify its directors and officers, except
for any act of dishonesty.  COMPOSITE INDUSTRIES OF AMERICA, Inc. ("CIAI") has
provided in its By-Laws that the directors and officers of CIAI will be
indemnified and secured harmless to the full extent permitted by law out of
the assets of CIAI from and  against all actions, costs, charges, losses,
damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, other
than in the case of any fraud or dishonesty.  In addition, CIAI has provided
in its By-Laws that each shareholder of CIAI agrees to waive any claim or
right to action, individually or in the right of CIAI  against any director or
officer or CIAI on account of any action taken by such director or officer.
Nevada Law also permits CIAI to purchase insurance for the benefit of its
directors and officers against any liability incurred by them for the failure
to exercise the requisite care, diligence and skill in the exercise of their
power and the discharge of their duties, or indemnifying them in respect of
any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable


ITEM 8.        EXHIBITS

EXHIBIT        DESCRIPTION
  NO.

5.1      Opinion of James E. Pratt, Esq.

23.1     Consent of James E. Pratt, Esq.

24.1     Powers of Attorney


ITEM 9.       UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made, a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in
the registration statement,

(2) that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted  to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the  payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933, the
Registrant, Composite Industries of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on this 31st day of October, 2001.

                                COMPOSITE INDUSTRIES OF AMERICA, INC.

                                 By:  /s/ Merle Ferguson
                                          --------------
                                          Merle Ferguson
                                          Chairman of the Board, President & CEO
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{"company-data": {"conformed-name": "COMPOSITE INDUSTRIES OF AMERICA INC", "cik": "0000894501", "assigned-sic": "1531", "irs-number": "870434297", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72686", "film-number": "1773481"}, "business-address": {"street1": "4505 W HACIENDA AVE", "street2": "UNIT I 1", "city": "LAS VEGAS", "state": "NV", "zip": "89118", "phone": "7025794888"}, "mail-address": {"street1": "3098 S HIGHLAND DR STE 460", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106"}, "former-company": [{"former-conformed-name": "AFFORDABLE HOMES OF AMERICA INC", "date-changed": "19990518"}, {"former-conformed-name": "WORLD HOMES INC", "date-changed": "20001109"}]}
===============================================================================

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933

                      COMPOSITE INDUSTRIES OF AMERICA, INC.

              (Exact name or Registrant as specified in its charter)

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

                         4505 W. Hacienda Ave.  Unit I-1
                             Las Vegas, Nevada 89118
                                  702-579-4888
           (Name, address, including zip code, and telephone numbers,
                    including area code, of agent of service)

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

CALCULATION OF REGISTRATION FEE

Proposed                               Proposed
Title of                               maximum      maximum
each class             Amount          offering     aggregate    Amount of
of securities          to be           price per    offering     registration
to be registered       registered(1)   share        price        fee

Common Stock, $.001    par 485,000      $0.545     $264,325.00      $66.81
value per share
______________________________________________________________________________

(1)      This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.

 (2)     This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee based
on the average of the bid and asked prices of the Registrant's Shares reported
on the OTC Bulletin Board on October 31, 2001.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following
documents filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference: 1. The Registrant's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 2001. 2. All other reports
filed by the Company pursuant to Section 13(a) and 15(d) of the 1934 Act since
June 30, 2001.

              All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 , prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superceded, shall not be deemed except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES Not Applicable

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law permits a company to indemnify its directors and officers, except
for any act of dishonesty.  COMPOSITE INDUSTRIES OF AMERICA, Inc. ("CIAI") has
provided in its By-Laws that the directors and officers of CIAI will be
indemnified and secured harmless to the full extent permitted by law out of
the assets of CIAI from and  against all actions, costs, charges, losses,
damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, other
than in the case of any fraud or dishonesty.  In addition, CIAI has provided
in its By-Laws that each shareholder of CIAI agrees to waive any claim or
right to action, individually or in the right of CIAI  against any director or
officer or CIAI on account of any action taken by such director or officer.
Nevada Law also permits CIAI to purchase insurance for the benefit of its
directors and officers against any liability incurred by them for the failure
to exercise the requisite care, diligence and skill in the exercise of their
power and the discharge of their duties, or indemnifying them in respect of
any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable

ITEM 8.        EXHIBITS

EXHIBIT        DESCRIPTION
  NO.

5.1      Opinion of James E. Pratt, Esq.

23.1     Consent of James E. Pratt, Esq.

24.1     Powers of Attorney

ITEM 9.       UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made, a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in
the registration statement,

(2) that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted  to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the  payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933, the
Registrant, Composite Industries of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on this 31st day of October, 2001.

                                COMPOSITE INDUSTRIES OF AMERICA, INC.

                                 By:  /s/ Merle Ferguson
                                          --------------
                                          Merle Ferguson
                                          Chairman of the Board, President & CEO