UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                 Amendment No. 1

                                   (Mark one)

 |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934

                  For the fiscal year ended September 30, 2005

 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                    For the transition period from |_| to |_|

                         Commission File Number: 0-10999

                        COMPOSITE TECHNOLOGY CORPORATION

             (Exact name of registrant as specified in its charter)


                    Nevada                         59-2025386
            (State of incorporation)        (IRS Employer ID Number)


                   2026 McGaw Avenue, Irvine, California 92614

               (Address of principal executive offices) (Zip Code)

                                 (949) 428-8500

              (Registrant's telephone number, including area code)

      Securities registered under Section 12 (b) of the Exchange Act: None

  Securities registered under Section 12(g) of the Exchange Act: Common Stock:
                                $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

Check whether the registrant has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes |X|  No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X|  No |_|


<PAGE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes |_| No |X|

The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant on March 31, 2005, the last business day of the
registrant's most recently completed second fiscal quarter, was $295,516,848
(based on the closing sales price of the registrant's common stock on that
date). Shares of the registrant's common stock held by each officer and director
and each person who owns more than 5% or more of the outstanding common stock of
the registrant have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of December 7, 2005, 129,470,698
shares of the registrant's common stock were issued and outstanding.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X|  No |_|

As of December, 7, 2005 there were 129,470,698 shares of Common Stock issued and
outstanding.

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EXPLANATORY NOTE: This Amendment No. 1 to our Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 is being filed in order to correct certain
drafting errors contained in such Report. Part I, Item 9A has been amended in
its entirety as set forth in this Amendment No. 1 to correct such drafting
errors. In our Annual Report, we erronenously disclosed a disclaimer of opinion
on our internal control structure issued by Singer Lewak Greenbaum & Goldstein
LLP ("Singer Lewak"). We amended Item 9A to correctly reflect that Singer Lewak
did express an opinion on our internal control structure.

--------------------------------------------------------------------------------


                                     Part II

ITEM 9A - CONTROLS AND PROCEDURES

Management's Report on Assessment of Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company, as such term is defined under
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as
amended. In order to evaluate the effectiveness of internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act,
management has conducted an assessment, including testing, using the criteria in
Internal Control -- Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A material weakness is a control deficiency (within the meaning of PCAOB
Auditing Standard No. 2), or combination of control deficiencies, that results
in there being more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a
timely basis by employees in the normal course of their assigned functions.

Fiscal 2004 Restatement

As of September 30, 2004, the Company did not maintain effective controls over
the application of generally accepted accounting principles related to the
financial reporting process for complex, non-routine transactions. Our internal
accounting personnel do not have sufficient depth, skills and experience in
accounting for complex, non-routine transactions in the financial reporting
process and there is a lack of review by internal accounting personnel or
accounting contractors with appropriate financial reporting expertise of
complex, non-routine transactions to ensure they are accounted for in accordance
with generally accepted accounting principles. Additionally we did not
consistently use outside technical accounting contractors to supplement our
internal accounting personnel, and we had insufficient formalized procedures to
assure that complex, non-routine transactions received adequate review by
internal accounting personnel or outside contractors with technical accounting
expertise.

This control deficiency resulted in the adjustments of our financial statements
described in Note 2. During fiscal 2004 the Company improperly recorded
transactions with employees and settlements of former employee non-qualifying
stock options that were exercised on a "cashless" basis. For these transactions,
both the exercise price and any payroll taxes owed by the employee or former
employees were allowed to be paid for in shares of the stock exercised. Under
FIN 44, such changes are considered to be modifications of the option grant and
the transactions are required to be accounted for at the fair value of the stock
issued on the date of the cashless exercise. These errors were first discovered
and brought to the attention of management in May, 2005. The Company restated
its consolidated financial statements for the year ended September 30, 2004 in
by filing a Form 10-KSB/A on August 8, 2005.

The ineffective control over the application of generally accepted accounting
principles in relation to complex, non-routine transactions in the financial
reporting process could result in a material misstatement to the annual or
interim financial statements that would not be prevented or detected. As a
result, management has determined that this control deficiency constituted a
material weakness as of September 30, 2004. Because of the material weakness
described above, management has concluded that the Company did not maintain
effective internal control over financial reporting as of September 30, 2004,
based on criteria in Internal Control -- Integrated Framework issued by the
COSO. Management communicated its conclusions to the Company's Board of
Directors.


<PAGE>

Management's Consideration of the Restatement

With respect to the restatement adjustment related to the stock option
modification disclosed in Note 2 to the consolidated financial statement related
to our incorrect accounting for equity compensation expense in 2004, management
has concluded that the restatement for this item does not constitute a material
weakness over the accounting for equity compensation expense as of September 30,
2005. In the preparation of the Annual Report on Form 10-KSB/A for the year
ended September 30, 2004, filed on August 8, 2005, and the Annual Report on Form
10-K for the year ended September 30, 2005 in light of the discovery of the
error discovered during a review of the 10-KSB, and as discussed in the
Explanatory Note and in Note 2 to the consolidated financial statements, the
Company undertook a review of all of its equity accounting transactions. We also
conducted a review of additional significant, complex, non-routine transactions
recorded from September, 2001 through the period ended March 31, 2005. The
accounts reviewed as part of this remediation process were in addition to those
reviewed in connection with the Company's preparation of its Form 10-KSB/A for
the year ended September 30, 2004 filed on August 8, 2005. The Company utilized
individuals with technical accounting expertise to supplement its internal
review. The Company believes that these corrective actions, taken as a whole,
have mitigated the control deficiencies with respect to our preparation of the
2004 Annual Report on Form 10-KSB/A and that these measures have been effective
to ensure that information required to be disclosed in this 2005 Annual Report
on Form 10-K have been recorded, processed, summarized and reported correctly.
In particular, the Company's management believes that the measures implemented
to date provided reasonable assurance that the Company's audited financial
statements included in this 2005 Annual Report on Form 10-K are prepared in
accordance with generally accepted accounting principles.

Management previously concluded that the Company did maintain effective internal
control over financial reporting as of September 30, 2004. In connection with
the restatement of the Company's consolidated financial statements relating to
the Stock option modification adjustment described in Note 2 to the consolidated
financial statements in this Annual Report on Form 10-KSB/A, management has
determined that the material weakness described above resulted in the errors
requiring this restatement. Accordingly, this restatement does affect the
previous conclusion stated in this report on internal control over financial
reporting.

Fiscal 2005 Assessment.

During management's review of our internal control structure under Sarbanes
Oxley section 404, for the fiscal year ending September 30, 2005, we determined
the following to be material weaknesses:

Entity level Processes and weaknesses . As of September 30, 2005, the following
material weaknesses existed related to general processes and weaknesses for the
entity taken as a whole:

o Proper segregation of duties and inadequate training did not exist as well as
an inadequate number of accounting and finance personnel staff at fiscal year
end.

o The Company did not have an Audit Committee, a Compensation Committee, and did
not designate a financial expert on the Board of Directors since we only had a
two person non-independent Board of Directors during the year.

o The Company did not have an independent internal audit function due to the
small size of the organization.

These material weaknesses related to the entity as a whole affect all of our
significant accounts and could result in a material misstatement to our annual
or interim consolidated financial statements that would not be prevented or
detected.

Information Technology Controls (ITCs) . ITCs are policies and procedures that
relate to many applications and support the effective functioning of application
controls by helping to ensure the continued proper operation of information
systems. ITGCs include four basic information technology (IT) areas relevant to
internal control over financial reporting: program development, program changes,
computer operations, and access to programs and data. As of September 30, 2005,
a material weakness existed relating to our information technology general
controls, including ineffective controls relating to:

o Access to programs and data including (1) user administration, (2) application
and system configurations, and (3) periodic user access validation

Inventory Processes. As of September 30, 2005, the following material weaknesses
existed related to ineffective controls over our inventory processes:

o Perpetual Inventory records: Ineffective controls to (a) accurately record the
raw materials inventory moved out of inventory stores and into manufacturing
production and later into finished goods, (b) accurately record manufacturing
variances, (c) accurately track inventory movement and manage inventory held in
offsite locations.

As a result of these material weaknesses, management recorded material
adjustments to the inventory, Cost of Sales, and expensed materials accounts
during the fiscal year ended September 30, 2005.


<PAGE>

Changes in Internal Control Over Financial Reporting

In the second quarter of 2005, the Company's Controller resigned and the Company
appointed a replacement Corporate Controller on March 1, 2005. Under the
supervision of our acting Chief Financial Officer and our Corporate Controller,
we have implemented additional processes and procedures and have also effected a
reorganization of our accounting and finance department, to assure adequate
review of complex, non-routine transactions. These measures included the
implementation of requirements for more stringent and complete documentation of
the review, analysis and conclusions regarding complex, non-routine transactions
and the review of the documentation regarding the analysis of such transaction
and the proposed accounting treatment by senior accounting personnel and the
principal accounting officer. We have also implemented policies and procedures
to assure adequate and timely involvement of outside accounting contractors, as
needed, to obtain guidance as to the application of generally accepted
accounting principles to complex, non-routine transactions.

The Company has tested our internal control structure and has identified several
controls, including those controls listed above as material weaknesses that
require further remediation. The Company will continue the implementation of
policies, processes and procedures regarding the review of complex, non-routine
transactions and the hiring of additional accounting personnel.

Management believes that our controls and procedures will continue to improve as
a result of the further implementation of these measures.

The Company's management has identified the steps necessary to address the
material weaknesses existing in 2005 described above, as follows:

(1) Hiring additional accounting and operations personnel and engaging outside
contractors with technical accounting expertise, as needed, and reorganizing the
accounting and finance department to ensure that accounting personnel with
adequate experience, skills and knowledge relating to complex, non-routine
transactions are directly involved in the review and accounting evaluation of
our complex, non-routine transactions;

(2) Involving both internal accounting and operations personnel and outside
contractors with technical accounting expertise, as needed, early in the
evaluation of a complex, non-routine transaction to obtain additional guidance
as to the application of generally accepted accounting principles to such a
proposed transaction;

(3) Documenting to standards established by senior accounting personnel and the
principal accounting officer the review, analysis and related conclusions with
respect to complex, non-routine transactions; and

(4) Requiring senior accounting personnel and the principal accounting officer
to review complex, non-routine transactions to evaluate and approve the
accounting treatment for such transactions.

(5) Interviewing prospective new Directors for our Board including a member who
is appropriately credentialed as a financial expert with a goal to establish
both an Audit and Compensation committee as well as sufficient independent
Directors.

(6) Evaluating the internal audit function in relation to the Company's
financial resources and requirements.

The Company began to execute the remediation plans identified above in the first
fiscal quarter of 2006.

There was no change in our internal control over financial reporting during the
year ended September 30, 2005 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting,
other than the remediation measures which are described above.

Singer Lewak Greenbaum & Goldstein LLP, our independent registered public
accounting firm, has audited management's assessment of the effectiveness of the
Company's internal control over financial reporting as of September 30, 2005 as
stated in their report which appears in this Annual Report on Form 10-K. As
indicated on page 63, Singer Lewak has expressed an opinion that Composite
Technology Corporation has not maintained effective internal controls over
financial reporting as of September 30, 2005.

Evaluation of Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including
our Chief Executive Officer/acting Chief Financial Officer and our Vice
President of Finance, we evaluated the effectiveness of our disclosure controls
and procedures, as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended. Based on that evaluation, our
Chief Executive Officer and acting Chief Financial Officer concluded that our
disclosure controls and procedures were ineffective as of September 30, 2005
because of the material weaknesses identified above.


<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                        COMPOSITE TECHNOLOGY CORPORATION



                                        By: /s/ Benton H Wilcoxon
                                            --------------------------
                                            Benton H Wilcoxon
                                            Chief Executive Officer

Dated: August 14, 2006