Abstract: A waterproof composite material that comprises three layers, a top layer, a middle layer, and a bottom layer. The middle layer is made of foam while the top layer and bottom layer can be made from a variety of films. The top layer and the bottom layer are formed in a quilted pattern. The top layer and the bottom layer are bunched up (meaning there is extra material there allowing more stretch). A method of manufacturing the waterproof composite material includes placing the three layers on (or in), stretching the middle layer, and then applying a quilt (or other) pattern (using heat and/or pressure) which causes the quilted pattern on the top layer and the bottom layer. The natural contraction of the middle layer (which was stretched when the composite was formed) causes bunching of the top layer and the bottom layer.