UNITED
STATES


SECURITIESANDEXCHANGECOMMISSION


WASHINGTON,
DC 20549





FORM10-K/A


(Amendment No.
3)





(Mark
one)





xANNUALREPORTPURSUANTTO SECTION13 OR 15(d)OFTHESECURITIESEXCHANGEACTOF


1934





For the
fiscal year ended September 30, 2008





 ̈TRANSITIONREPORTPURSUANTTO SECTI ON13 OR15(d)OFTHESECURITIESEXCHANGEACT


OF 1934





For the
transition period from ______________ to _____________





Commission File Number:0-10999





COMPOSITETECHNOLOGYCORPORATION





(Exact
name of registrant as specified in its charter)




Nevada
            59-2025386(State
      or other jurisdiction
            (I.R.S.
      Employerof
      incorporation or organization)
            Identification
      No.)





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 Act: None





Securities
registered under Section 12(g) of the 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




Indicate
by check mark whether the registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities 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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
One):





Large
accelerated filer   ̈ Accelerated filer  x Non-accelerated filer   ̈




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, 2008, the last business day of the registrant's
most recently completed second fiscal quarter was $187,992,314 (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.





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
November 30, 2008 there were 287,988,370 shares of Common Stock issued and
outstanding.











EXPLANATORY
NOTE
 
 This
Amendment No. 3 to the annual report on Form 10-K of Composite Technology
Corporation (the Company) for the fiscal period ended September 30, 2008 is
being filed in order to further clarify management’s conclusion on the
effectiveness of our internal controls as described in Item 9A.
 
 Except
for the foregoing amended information required to remedy these technical
corrections and further clarify management’s opinion on the effectiveness of our
internal controls described in Item 9A, this Form 10-K/A continues to describe
conditions as presented in the original report on Form 10-K and Amendment Nos. 1
and 2 to the annual report on Form 10-K/A. The Form 10-K/A does not reflect
events occurring after the filing of the Form 10-K, or modify or update those
disclosures, including exhibits to the Form 10-K affected by subsequent events.
Information not affected by the clarification on the conclusion is unchanged and
reflects the disclosures made at the time of the original filing of the Form
10-K on December 23, 2008. Accordingly, this Form 10-K/A should be read in
conjunction with filings made with the SEC subsequent to the filing of the
original Form 10-K, including any amendments to those filings.
 
 This
amended filing also corrects errors that had been previously corrected in Form
10-K/A Amendment 1 dated February 6, 2009, the correction of non-material
disclosure errors in Note 19, page 97 as well as the correction of errors and
restatement of the fiscal year ending September 30, 2008 financial statements
that had been previously corrected in Form 10-K/A Amendment 2 dated March 6,
2009.
 
 The
following pages were impacted by this amended filing:
 
 Clarification
of the definition of material weakness on page 100
 Confirmation
of management’s assessment on ineffective internal controls on page
101
  
  ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE


None.
 
 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 weaknessis a deficiency
(within the meaning of PCAOB Auditing Standard No. 5), or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibilitythat a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.









Fiscal
2008 Assessment.


During
management's review of our internal control structure under Sarbanes-Oxley
section 404, for the fiscal year ending September 30, 2008, as required by Item
308(a)(3) of Regulation S-K, we concluded that our internal controls over
financial reporting were ineffective, and determined the following to be
material weaknesses:
 Entity
level Processes and weaknesses. As of September 30, 2008, 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 currently has a two member Audit Committee, a two member Compensation
Committee, and has had a designated financial expert on the Board of Directors
since January of 2006. Until December, 2005 we only had a two person
non-independent Board of Directors and from January, 2006 through November, 2006
we had one independent director and two non-independent directors comprising our
Board of Directors.  In October, 2007 we added one additional
independent director who also serves on the Audit and Compensation
committees.
 
 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.
  Information
Technology General Controls (ITGC'S). ITGC'S 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, 2008, 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, 2008, 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) properly reconcile in sufficient detail all inventories for
turbine parts  owned by the Company but held at third
parties.
 
 Procure
to Pay process. During our fiscal 2008 assessment of the Company’s procure to
pay (cash payments and disbursements) cycle, we determined that there were
numerous significant control deficiencies relating primarily to inventory
purchasing and related purchasing and payable system control deficiencies. If
assessed on an individual basis, none of these deficiencies were determined to
be material weaknesses. However, taken in the aggregate we believe the following
constitute a material weakness:
 
 i) There
were inadequate system driven matching controls over the receiving function for
inventory parts and supplies. Receiving tolerances for inventory related pricing
and quantities received are not established systematically.
 
 ii) There
were inadequate vendor management duties and responsibilities during the
year
 
 iii)
There was a lack of sufficient purchasing reports for management
review.










Equity
Administration Process. During our 2008 assessment, we noted a lack of
segregation of duties over tracking and recording stock related
activity.


Accounting
personnel.  During our 2008 assessment, we determined that we do not
have a sufficient number of accounting personnel trained in Generally Accepted
Accounting Principles working in our DeWind subsidiary.
  Project
review process.  We determined that we had an inadequate review
process over turbine supply contract review and the turbine project accounting
system was inadequate.
 
 In fiscal
2008 we focused on resolving the issues identified in fiscal 2007 for both of
our businesses.  For our US operations, primarily CTC Cable,
Corporate, and DeWind US operations, we implemented a series of improvements to
our companywide accounting and CTC Cable manufacturing IT systems in the
U.S.  Most of these enhancements were finalized in October, 2008 after
year end and therefore not effective for fiscal 2008.  For the DeWind
Europe material weaknesses identified, the nature of the material
weaknesses were generally categorized as relating to the management and tracking
of turbine parts and turbine component inventory and the related controls over
purchasing and procurement of these inventories and information technology used
to manage these inventories as described below.
 
 During
fiscal 2008, the following events transpired that will impact our internal
control structure for future periods.
 
 During
the year, we elected to defer any improvements over the DeWind
European material weaknesses since we made the strategic decision to close
our German production facility, which was undertaken in July,
2008.  We have transitioned the sourcing of our turbine nacelle units
to outside vendors including TECO Westinghouse.   We began to
transition our turbine nacelle supply chain to TECO’s operations and systems
during the year.   The transition was incomplete as of
fiscal year end and which resulted in a material weakness described above
relating to reconciliation of turbine parts, primarily small unit dollar value,
with TECO system counts.
 
 In
October, 2006 we sold 50% of our ownership of the service business of
DeWind.  With the further sale of another 25.1% of the service
business in January, 2007, the service entity’s accounting and internal control
structure came under the control of our partner, Enertrag.  We
completed the sale in April, 2008.  As such, we have excluded the
service entity from the scope of our internal control assessment.
 
 During
the year, we also continued to improve the US internal controls.  We
hired additional supporting accounting staff to further separate duties between
accounting and operational functions.  We implemented additional
review procedures of complex transactions and established and enforced
additional policies and procedures.  Throughout 2008 we worked on
enhancements to our accounting and management information systems culminating in
October, 2008.  Finally, in October, 2007, we appointed an additional
independent director who serves on the audit committee and compensation
committees.
 
 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 2008 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;
 
 (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 independent Directors for our Board including
members willing to serve on the Audit and Compensation committees.
 
 (6)
Evaluating the internal audit function in relation to the Company's financial
resources and requirements. We expect to pursue a strategy of outsourcing our
internal audit function in fiscal 2009;
 
 (7)
Develop and maintain an effective inventory reconciliation process between
DeWind’s accounting records and TECO Westinghouse records.
 
 The
Company began to execute the remediation plans identified above in the first
fiscal quarter of 2009.
 
 Except
for the beginning of the transition of control of our DeWind inventory to
TECO/Westinghouse in the fourth fiscal quarter of 2008, there was no change in
our internal control over financial reporting during the year ended September
30, 2008 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.
 
 SingerLewak
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, 2008 as stated in their report which appears
in this Annual Report on Form 10-K/A.




Evaluation ofEffectiveness of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our Chief
Executive Officer/ and our Chief Financial Officer, 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 Chief
Financial Officer concluded that our disclosure controls and procedures were
ineffective as of September 30, 2006, 2007, and 2008 because of the material
weaknesses identified above.





ITEM9B-OTHERINFORMATION





None.










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.




COMPOSITETECHNOLOGYCORPORATION




By:
                  /s/
      Benton H WilcoxonBenton
      H WilcoxonChief Executive
Officer




Dated:May 29,
2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.




/s/ Benton H WilcoxonBenton
      H WilcoxonChief
      Executive Officer andChairman (Principal Executive Officer)




Dated:May 29,
2009




By:
                    /s/
      Domonic J. CarneyDomonic
      J. CarneyChief
      Financial Officer (Principal Financial and Accounting
      Officer)
  Dated:May 29,
2009


/s/ D. Dean
      McCormick IIID. Dean
      McCormick IIIDirector




Dated:May 29,
2009




/s/
      Michael D. McIntoshMichael
      D. McIntoshDirector




Dated:May 29,
2009




/s/
      John P. MitolaJohn
      P. MitolaDirector




Dated:May 29,
2009