UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

(Mark one)

  [X] Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
      of 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

  [_] 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 small business issuer as specified in its charter)


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


                      2026 McGaw, Irvine, California 92614
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (949) 428-8500
                                 --------------
                         (Registrant's telephone number)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 14, 2004: 102,726,834

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

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]


                                     Page 1

<PAGE>

                        COMPOSITE TECHNOLOGY CORPORATION

               Form 10-QSB/A for the Quarter ended March 31, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1   Financial Statements                                              3

  Item 2   Management's Discussion and Analysis or Plan of Operation        17

  Item 3   Controls and Procedures                                          18

PART II - OTHER INFORMATION

  Item 1   Legal Proceedings                                                19

  Item 2   Changes in Securities                                            19

  Item 3   Defaults Upon Senior Securities                                  19

  Item 4   Submission of Matters to a Vote of Security Holders              19

  Item 5   Other Information                                                19

  Item 6   Exhibits and Reports on Form 8-K                                 20

SIGNATURES                                                                  20

                                        2

<PAGE>

ITEM 1

PART 1 - FINANCIAL STATEMENTS

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                           CONSOLIDATED BALANCE SHEETS
                                 March 31, 2004
                                   (UNAUDITED)


                                     ASSETS

                                                                  MARCH 31, 2004
                                                                  --------------
CURRENT ASSETS
     Cash and cash equivalents                                     $  665,683
     Prepaid expenses and other current assets                        495,989
                                                                   ----------

              Total current assets                                  1,161,672

PROPERTY AND EQUIPMENT, net                                           825,897
OTHER ASSETS                                                            1,000
                                                                   ----------

              TOTAL ASSETS                                         $1,988,569
                                                                   ==========


                                  -CONTINUED -

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

    The accompanying notes are an integral part of these financial statements

                                        3

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                                 March 31, 2004
                                   (UNAUDITED)


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                             MARCH 31, 2004
                                                             --------------

CURRENT LIABILITIES
     Accounts payable - trade                                  $  1,461,993
     Accrued legal settlement                                        96,534
     Accrued payroll and related expenses                            83,295
     Accrued officer compensation                                   263,004
     Deferred revenue                                               303,500
                                                               ------------
Total current liabilities                                         2,208,326

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
     Common stock, $ 0.001 par value
       200,000,000 shares authorized
       102,726,834 shares issued and outstanding                    102,727
     Common stock committed                                          68,750
     Common stock subscription receivable                          (148,522)
     Deferred compensation - stock options                         (452,845)
     Additional paid-in capital                                  16,842,552
     Deficit accumulated during the development stage           (16,632,419)
                                                               ------------

         Total shareholders' deficit                               (219,757)
                                                               ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                    $  1,988,569
                                                               ============

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                     COMPREHENSIVE LOSS Six and Three months
                          ended March 31, 2004 and 2003
      And for the period from March 28, 2001 (Inception) to March 31, 2004

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                                                     March 28,2001
                                                                                                                        (date of
                                   Three months           Three months           Six months         Six months         inception)
                                      ended                  Ended                  ended             ended             through
                                  March 31, 2004         March 31, 2003        March 31, 2004     March 31, 2003    March 31, 2004
                               ----------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                  <C>                  <C>                 <C>
REVENUES                        $        -            $               -          $        -        $        -          $        -
                               --------------------- -------------------- -------------------- ---------------- ------------------

EXPENSES

Officer compensation                         90,335               30,000              185,335           30,000            750,235
General and administrative                  956,543               83,261            1,554,279          166,145          3,338,629
Legal, professional
   and consulting                         1,111,842              281,322            1,683,925          426,225          6,221,768
Research and development                    806,505              806,616            1,205,810        1,018,319          4,268,099
Reorganization                                    -                    -                    -                -             30,000
Depreciation                                 22,047                1,350               31,239            2,700             54,414
Compensation expense
   related to issuances
   of common stock at
   less than fair value                           -                    -                    -                -            603,500
Compensation expense
   related to fair
   value of stock options
   legal                                     64,125               64,125              128,250          140,975            563,900
Compensation expense
    related to fair
    value of stock options
    research and
    development                              40,325              111,568               80,650          223,137            647,529
                               --------------------- -------------------- -------------------- ---------------- ------------------

TOTAL OPERATING
    EXPENSES                             3,091,722            1,378,242            4,869,488         2,007,501        16,478,074

LOSS FROM OPERATIONS                    (3,091,722)          (1,378,242)          (4,869,488)      (2,007,501)       (16,478,074)
                               --------------------- -------------------- -------------------- ---------------- ------------------
</TABLE>

                                   -CONTINUED-

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                  Six and Three months ended March 31, 2004 and
           2003 And for the period from March 28, 2001 (Inception) to
                           March 31, 2004 (Continued)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                                                     March 28,2001
                                                                                                                        (date of
                                   Three months           Three months           Six months           Six months       inception)
                                      ended                  Ended                  ended               ended            through
                                  March 31, 2004         March 31, 2003        March 31, 2004       March 31, 2003   March 31, 2004
                               ----------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                  <C>                  <C>                 <C>
LOSS FROM OPERATIONS                (3,091,722)             (1,378,242)           (4,869,488)         (2,007,501)      (16,478,074)
                                  ------------            ------------          ------------        ------------      ------------

OTHER EXPENSE
    Interest                              (147)                     --                  (147)             (3,250)          (17,115)
    Carrying value
    impairment
    adjustment on
    investments in
    other companies                         --                      --                    --                  --          (137,230)
                                  ------------            ------------          ------------        ------------      ------------

  Total other expense                     (147)                     --                  (147)             (3,250)         (154,345)
                                  ------------            ------------          ------------        ------------      ------------

NET LOSS                            (3,091,869)             (1,378,242)           (4,869,635)         (2,010,751)      (16,632,419)

PREFERRED STOCK DIVIDENDS                   --                   5,000                    --              10,000                --
                                  ------------            ------------          ------------        ------------      ------------

NET LOSS AVAILABLE TO COMMON
SHAREHOLDERS                      $ (3,091,869)             (1,383,242)           (4,869,635)       $ (2,020,751)     $(16,632,419)
</TABLE>

                                   -CONTINUED-

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                  Six and Three months ended March 31, 2004 and
           2003 And for the period from March 28, 2001 (Inception) to
                           March 31, 2004 (Continued)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                                                     March 28,2001
                                                                                                                        (date of
                                   Three months           Three months           Six months           Six months       inception)
                                      ended                  Ended                  ended               ended            through
                                  March 31, 2004         March 31, 2003        March 31, 2004       March 31, 2003   March 31, 2004
                               ----------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                  <C>                  <C>                 <C>
BASIC AND FULLY DILUTED
  LOSS PER SHARE                            (0.03)                (0.02)                (0.05)              (0.03)
  LOSS PER SHARE                            (0.03)                (0.02)                (0.05)              (0.03)
                                   --------------        --------------        --------------      --------------

TOTAL BASIC AND DILUTED
  LOSS PER SHARE
  AVAILABLE TO COMMON
  SHAREHOLDERS                              (0.03)                (0.02)                (0.05)              (0.03)
                                   ==============        ==============        ==============      ==============

WEIGHTED-AVERAGE COMMON
  SHARES OUTSTANDING                  102,155,003            81,311,369           100,775,400          66,610,607
                                   ==============        ==============        ==============      ==============
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        7

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2004 and 2003
              And for the period from March 28, 2001 (inception) to
                                 March 31, 2004

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  Period from
                                                                                                 March 28,2001
                                                                                                   (date of
                                                         Six months            Six months          inception)
                                                           ended                ended               through
                                                      March 31, 2004        March 31, 2003       March 31, 2004
                                                      --------------        --------------       --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>                    <C>                <C>
    Net loss                                            $ (4,869,635)          (2,010,751)        $(16,632,419)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
      Depreciation                                            31,239                2,700               54,414
      Amortization of prepaid expenses
            originally paid with common stock                325,199             (632,251)             411,347
      Issuance of common stock for
           consulting, legal, and other expenses              69,544            2,243,851            5,736,021
      Issuance of common stock for
           compensation                                       64,005                   --              157,755
      Issuance of warrants for services
           rendered for research and development                  --                   --               61,250
      Issuance of warrants for legal settlement                   --                   --               11,750
      Compensation expense related to
           issuances of common stock at
           less than fair value                                   --                   --              603,500
      Compensation expense related to
          fair value of stock options                        208,901              364,112            1,211,430
      Carrying value impairment adjustment
          on investments in other companies                       --                   --              137,230
      (Increase) decrease in prepaid expenses
          and other current assets                          (203,984)                  --              (47,599)
      Increase (decrease) in -
      Accounts payable - trade                               978,130             (512,043)           1,450,873
      Accrued legal settlement                               (49,066)                  --               96,534
      Accrued payroll and related expenses                    22,043                   --               83,295
      Accrued interest payable                                    --               (9,851)              13,101
      Accrued officer compensation                             7,385               60,072              233,076
      Deferred revenue                                       303,500                   --              303,500
                                                        ------------         ------------         ------------
Net cash provided (used) in operating activities        $ (3,112,739)        $   (494,161)        $ (6,114,942)
                                                        ------------         ------------         ------------
</TABLE>

                                   -CONTINUED-

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        8

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2004 and 2003
      And for the period from March 28, 2001 (inception) to March 31, 2004
                                  (continued)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  Period from
                                                                                                 March 28,2001
                                                                                                   (date of
                                                          Six months           Six months          inception)
                                                              ended              ended              through
                                                         March 31, 2004       March 31, 2003     March 31, 2004
                                                         --------------       --------------     --------------
<S>                                                        <C>                    <C>              <C>
Net cash provided (used) in operating activities           $(3,112,739)           (494,161)        $(6,114,942)
                                                           -----------         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Cash advanced by (to) officers, net                           --                  --              29,928
      Investments in other companies                                --                  --             (40,000)
      Purchase of property and equipment                      (656,403)           (133,866)           (880,311)
                                                           -----------         -----------         -----------

Net cash provided by (used in) investing activities           (656,403)           (133,866)           (890,383)
                                                           -----------         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Common stock subscription receivable                     (98,522)                 --            (148,522)
      Proceeds from sale of committed stock                     56,250                  --             250,625
      Payment for costs associated with
        the sale of common stock                              (220,030)                 --            (237,030)
      Proceeds from notes payable -
          shareholder                                               --              30,000             253,000
      Proceeds from sale of preferred stock                         --                  --             132,000
      Proceeds from exercise of warrants                       219,375                  --             219,375
      Proceeds from sale of common stock                     3,347,254             930,423           7,201,560
                                                           -----------         -----------         -----------

Net cash provided (used)in financing activities              3,304,327             960,423           7,671,008
                                                           -----------         -----------         -----------

Net increase(decrease) in cash and cash equivalents        $  (464,815)        $   332,396         $   665,683
</TABLE>

                                   -CONTINUED-

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        9

<PAGE>

                COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARIES
                        (a development stage enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2004 and 2003
      And for the period from March 28, 2001 (inception) to March 31, 2004
                                  (continued)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  Period from
                                                                                                 March 28,2001
                                                                                                   (date of
                                                            Six months          Six months         inception)
                                                              ended              ended              through
                                                          March 31, 2004      March 31, 2003     March 31, 2004
                                                          --------------      --------------     --------------
<S>                                                        <C>                 <C>                <C>
Net increase(decrease) in cash and cash equivalents        $  (464,815)        $   332,396        $   665,683

CASH AND CASH EQUIVALENTS, BEGINNING OF
      PERIOD                                                 1,130,498              13,956                 --
                                                           -----------         -----------        -----------

CASH AND CASH EQUIVALENTS, END OF
          PERIOD                                           $   665,683         $   346,352        $   665,683
                                                           ===========         ===========        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION

      CONVERSION OF SHORT TERM WORKING
          CAPITAL LOANS TO COMMON STOCK                             --              30,000             30,000
                                                           ===========         ===========        ===========

</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.

   The accompanying notes are an integral part of these financial statements.

                                       10

<PAGE>

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

      We are  an  Irvine,  CA  based  company  providing  innovative  technology
      solutions for electric power  transmission  systems using our  proprietary
      advanced  composite  technologies.  Our first  product is a family of high
      performance aluminum conductor composite core ("ACCC") cables for electric
      transmission and distribution lines.

      In December  2003,  the first  commercial  order was received for our ACCC
      cable for a new transmission  line in Kansas.  This order requires a small
      size ACCC  cable to  replace  a "Hawk"  size  designation,  which we began
      producing in the second  quarter of 2004.  We will  continue to design and
      produce other sizes of ACCC cable to fill customer  requirements.  We have
      received a progress  payment of $303,500 against this order which has been
      recorded as deferred revenue in the accompanying balance sheet.

      In December 2003, the Company incorporated three inactive  subsidiaries as
      Nevada Corporations:  CTC Wind Systems Corporation  ("CTCWSC"),  CTC Cable
      Corporation ("CTCCC"),and CTC Towers & Poles Corporation ("CTCTPC").

NOTE 2 - GOING CONCERN

      The Company has  received a report from its  independent  auditors for the
      year ended  September  30,  2003 that  includes an  explanatory  paragraph
      describing the  uncertainty  as to the Company's  ability to continue as a
      going concern.  These consolidated  financial  statements  contemplate the
      ability to continue as such and do not include any adjustments  that might
      result from this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The  accompanying  financial  statements  have been prepared in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America for interim  financial  information  and with the  instructions to
      Form 10-QSB and Regulation  S-B.  Accordingly,  they do not include all of
      the information and footnotes required by accounting  principles generally
      accepted  in  the  United   States  of  America  for  complete   financial
      statements.   In  the  opinion  of  management,   all  normal,   recurring
      adjustments  considered  necessary  for  a  fair  presentation  have  been
      included.  The financial statements should be read in conjunction with the
      audited  financial  statements and notes thereto included in the Company's
      Annual Report on Form 10-KSB for the year ended  September  30, 2003.  The
      results of  operations  for the three and six months  ended March 31, 2004
      are not necessarily indicative of the results that may be expected for the
      year ended September 30, 2004.

      Development Stage Enterprise

      The Company is a  development  stage  company as defined in  Statement  of
      Financial  Accounting  Standards ("SFAS") No. 7, "Accounting and Reporting
      by Development Stage  Enterprises." The Company is devoting  substantially
      all of its present  efforts to establish a new  business,  and its planned
      principal operations have not yet commenced.  All losses accumulated since
      inception have been considered as part of the Company's  development stage
      activities.

                                       11

<PAGE>

      Stock-Based Compensation

      SFAS No. 123,  "Accounting for Stock Compensation," as amended by SFAS No.
      148,   "Accounting   for   Stock-Based   Compensation   -  Transition  and
      Disclosure,"   defines  a  fair  value  based  method  of  accounting  for
      stock-based  compensation.  However,  SFAS No.  123  allows  an  entity to
      continue to measure  compensation  cost related to stock and stock options
      issued to employees using the intrinsic method of accounting prescribed by
      Accounting  Principles Board ("APB") Opinion No.  25,"Accounting for Stock
      Issued to  Employees."  Entities  electing to remain  with the  accounting
      method of APB No. 25 must make pro forma  disclosures  of net  income  and
      earnings  per share as if the fair value method of  accounting  defined in
      SFAS No. 123 had been applied.  The Company has elected to account for its
      stock-based  compensation  to employees  using the intrinsic  value method
      under APB No. 25.

      The Company has adopted the  disclosure-only  provisions  of SFAS No. 123.
      Accordingly,   no  compensation  cost  other  than  that  required  to  be
      recognized  by APB No. 25, the  difference  between  the fair value of the
      Company's  common  stock at the grant date and the  exercise  price of the
      options has been recognized. Had compensation cost for the Company's Stock
      Plan been determined  based on the fair value at the grant date for awards
      consistent with the provisions of SFAS No. 123, the Company's net loss and
      loss per share for the six months ended March 31, 2004 and 2003 would have
      been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                     2004                   2003
                                                                 -------------         -------------
<S>                                                              <C>                   <C>
           Net loss, as reported                                 $  (4,880,935)        $  (2,010,751)
           Add stock based employee compensation
             expense included in net income, net of tax                     --                    --
           Deduct total stock based employee compensation
          Expense determined under fair value method
             for all awards, net of tax                               (135,435)              (28,583)
                                                                 -------------         -------------
           Net loss, pro forma                                   $  (5,016,370)        $  (2,039,334)
                                                                 =============         =============

           Earnings per common share
             Basic, as reported                                  $       (0.05)        $       (0.03)
             Basic, pro forma                                    $       (0.05)        $       (0.03)
             Diluted, as reported                                $       (0.05)        $       (0.03)
             Diluted, pro forma                                  $       (0.05)        $       (0.03)
</TABLE>

      Principles of Consolidation

      The consolidated  financial statements include the accounts of CTC and its
      wholly owned  subsidiaries,(collectively,  the "Company"). All significant
      inter-company accounts and transactions are eliminated in consolidation.

      Research and Development Expenses

      Research and development expenses are charged to operations as incurred.

      Loss Per Share

      The Company  utilizes  SFAS No. 128,  "Earnings per Share." Basic loss per
      share is computed by dividing loss available to common shareholders by the
      weighted-average  number of common  shares  outstanding.  Diluted loss per
      share  is  computed  similar  to  basic  loss per  share  except  that the
      denominator is increased to include the number of additional common shares
      that would have been  outstanding if the potential  common shares had been
      issued  and  if  the  additional  common  shares  were  dilutive.   Common
      equivalent  shares are excluded  from the  computation  if their effect is
      anti-dilutive.

                                       12

<PAGE>

      The following common stock  equivalents were excluded from the calculation
      of  diluted   loss  per  share   since  their   effect   would  have  been
      anti-dilutive:

                                                              March 31,
                                                      ------------------------
                                                         2004          2003
                                                      ----------    ----------
          Series B convertible preferred stock                --        80,000
          Options for common stock                     6,890,398     5,057,740
          Warrants                                    12,789,569     8,966,790


NOTE 4 - PROPERTY AND EQUIPMENT

      Property and equipment at March 31, 2004 consisted of the following:

          Manufacturing equipment                              $334,238
          Office furniture equipment                            199,881
             Leasehold improvements                             346,192
                                                               --------
                                                                880,311

          Less accumulated depreciation                          54,414
                                                               --------

              TOTAL                                            $825,897
                                                               ========

      Depreciation expense was $31,239 and $2,700 and $54,414 for the six months
      ended  March  31,  2004  and 2003  and the  period  from  March  28,  2001
      (inception) to March 31, 2004.

NOTE 5 - SHAREHOLDERS' EQUITY

      PREFERRED STOCK

      In January  2004,  the Company  converted the 1,000 shares of Series B 10%
      preferred stock of its subsidiary Transmission Technology Corporation into
      80,000 shares of unregistered,  restricted common stock. In addition,  the
      Company issued 27,631 shares of unregistered,  restricted  common stock in
      satisfaction of the unpaid preferred stock dividends and interest totaling
      $31,996.

      COMMON STOCK

      Services Rendered

      During the six months ended March 31,  2004,  the Company  issued  200,000
      shares of free trading common stock registered pursuant to Form S-8 to one
      individual for legal services valued at $383,000,  which  approximated the
      closing  price of the  Company's  common  stock as  quoted  on the  NASDAQ
      Electronic  Bulletin Board on the date of issue.  Of this amount,  $62,801
      remained as prepayment for those legal services at March 31, 2004.

      During November 2003, the Company  committed to issue 20,000 shares of the
      Company's  restricted,  unregistered  common stock to one  individual  for
      consulting  services.  This  transaction  was  valued  at  $28,050,  which
      approximates  the "fair value" of the  Company's  stock on the date of the
      transaction  using the  discounted  closing price of the Company's  common
      stock as quoted on the NASDAQ Electronic  Bulletin Board. During the three
      months  ended  March 31,  2004 it was  determined  by the  Company and the
      consultant that the agreement was not in the best interest of either party
      and  therefore the contract was not  consummated  or fully  executed.  The
      20,000 shares committed for the consulting  services were reversed and the
      $28,050 was reclassified to accounts payable.


                                       13

<PAGE>

      Cash

      During  November  2003,  pursuant to a Private  Placement  Memoranda,  the
      Company sold an aggregate of 25,000 Units for gross  proceeds of $100,000.
      Each Unit consisted of 10 shares of restricted  unregistered  common stock
      and  two  Series  P  warrants  to  purchase  one  share  of  unregistered,
      restricted  common  stock.  Each Series P warrant  entitles  the holder to
      purchase  a share of common  stock at $0.80 per share and  expires  at the
      earlier of July 30, 2005 or three weeks following written  notification by
      the Company  that its common  stock closed at or above $1.20 per share for
      10  consecutive  trading days.  In addition,  the Series P warrants can be
      redeemed  by the  Company  for  $0.001  each if a  Registration  Statement
      covering the shares  underlying  the Series P warrants  has been  declared
      effective and the  Company's  common stock closes at or above $1.20 for 10
      consecutive days.

      During  November  2003,  pursuant to a Private  Placement  Memoranda,  the
      Company  sold an  aggregate of 89,360  shares of  restricted  unregistered
      common stock at $1.40 per share for gross proceeds of $125,104.

      In December 2003, the Company issued  2,400,000 Units for cash proceeds of
      $2,790,000 net of offering  costs of $210,000.  Each unit consisted of one
      share  of the  Company's  unregistered  restricted  common  stock  and 0.5
      warrant to purchase  one share of the  Company's  unregistered  restricted
      common stock at an exercise  price of $2.04 per share.  The warrants  vest
      immediately and expire in December 2008. The Company has the right to call
      the warrants if the closing price of the Company's common stock is greater
      than 200% of the exercise price of the warrants for 20 consecutive trading
      days.

      During the six months ended March 31, 2004, 400,000 Series E Warrants were
      exercised for total cash consideration of $100,000, or $0.25 per share.

      Stock for Lease Agreement

      In December  2003, as part of entering into a lease  agreement for its new
      offices and warehouse,  the Company issued 140,160 shares of  unregistered
      restricted  common  stock  valued at $147,168 to the lessor as payment for
      the first two month's rent.

      Exchange Offer

      In November 2003, the Company made an offer to the holders of the Series E
      and Series H warrants that if the holders  exercised their warrants before
      December 10,  2003,  the holder  would  receive one share of  unregistered
      common   stock  and  one  Series  R  warrant  to  purchase  0.2  share  of
      unregistered  restricted  common stock. Each Series R warrant entitled the
      holder to purchase  one share of common  stock at $2 per share and expires
      on December 30, 2005.  In addition,  the Series R warrants can be redeemed
      by the Company for $0.001 each if a  Registration  Statement  covering the
      shares  underlying  the Series R warrants has been declared  effective and
      the Company's  common stock closes at or above $3 for 10 consecutive  days
      and if the  shares  underlying  the  warrants  have  been  registered.  In
      December  2003,   the  Company  issued  592,500  shares  of   unregistered
      restricted  common  stock and 58,500  Series R warrants  in  exchange  for
      proceeds of $153,125.

      STOCK OPTIONS

      Stock Plan

      The  Company  recorded  deferred  compensation  of  $1,664,275  related to
      3,200,000 options granted on March 31, 2002 and 750,000 options granted on
      April 1, 2002. The Company recorded  compensation  expense of $208,901 and
      $364,112   during  the  six  months   ended   March  31,  2004  and  2003,
      respectively,  for the value of the legal,  consulting,  and  research and
      development services rendered during those periods.


                                       14

<PAGE>

      In December 2003, a former  employee  exercised  50,000 stock options on a
      cashless basis and received 44,318 shares of common stock.

      In February  2004, a former  officer was issued  120,765  shares of common
      stock on the exercise of 120,765 stock  options.  The Company has recorded
      $64,005 as compensation expense related to this issuance.

      In February  2004,  a former  employee  was issued  8,849 shares of common
      stock on the exercise of 14,500 stock options on a cashless basis.

      In March 2004 a consultant  exercised 120,000 options at an exercise price
      of $.25 resulting in a total cash payment to the Company of $30,000.

      The following table  summarizes all Stock Plan activity  through March 31,
      2004.

<TABLE>
<CAPTION>
                                                                          Weighted-Average
                                                           Number             Exercise
                                                          of Shares            Price
                                                         -----------        -----------
<S>                                                       <C>             <C>
          Outstanding, March 18, 2001 (inception)                --         $       --
            Granted                                       1,357,740         $     0.35
                                                         ----------

          Outstanding, September 30, 2001                 1,357,740         $     0.35
            Granted                                       5,950,000         $     0.35
            Exercised                                    (2,000,000)        $     0.24
                                                         ----------

            Outstanding, September 30, 2002               5,307,740         $     0.39
            Granted                                       3,950,000         $     0.46
            Exercised                                       (60,000)        $     0.25
            Canceled                                     (1,000,000)        $     0.69
                                                         ----------

          Outstanding, September 30, 2003                 8,197,740         $     0.39
            Exercised                                       (50,000)        $     0.25
            Cancelled                                      (200,000)        $     0.25
                                                         ----------

          Outstanding, December 31, 2003                  7,947,740         $     0.39
               Exercised                                   (255,265)        $     0.40
               Cancelled                                   (802,077)        $     0.51
                                                         ----------
             OUTSTANDING, MARCH 31, 2004                  6,890,398         $     0.38
                                                         ==========

          EXERCISABLE, MARCH 31, 2004                     2,904,840         $     0.37
                                                         ==========
</TABLE>

                                       15

<PAGE>

      WARRANTS

      The following  table  summarizes  all Warrant  activity  through March 31,
      2004:

<TABLE>
<CAPTION>
                                                                           Weighted-Average
                                                            Number             Exercise
                                                           of Shares            Price
                                                         ------------        -----------
<S>                                                      <C>                 <C>
          Outstanding, March 18, 2001 (inception)                 --         $        --
            Granted                                        1,905,600         $      1.26
                                                         -----------

          Outstanding, September 30, 2001                  1,905,600         $      1.26
            Granted                                          848,630         $      0.50
            Exercised                                         (7,940)        $      1.26
                                                         -----------

          Outstanding, September 30, 2002                  2,746,290         $      1.03
            Granted                                       14,568,834         $      0.46
            Exercised                                       (267,500)        $      0.29

            Outstanding, September 30, 2003               17,047,624         $      0.55
            Granted                                        1,378,500         $      1.93
            Exercised                                       (785,555)        $      0.32
            Cancelled                                     (4,451,000)        $      0.50
                                                         -----------

          OUTSTANDING, December 31, 2003                  13,189,569         $      0.73
               Exercised                                    (400,000)        $      0.25
                                                         ===========

          EXERCISABLE, MARCH 31, 2003                     12,789,569         $      0.74
                                                         ===========
</TABLE>

NOTE 6 - SUBSEQUENT EVENTS

      Sale-Lease Back of Capital Assets

      On May 7, 2004 the  Company  entered  into a $500,000  sale  leaseback  of
      certain  of its  capital  assets.  Under  the  terms of the  Master  Lease
      Agreement the Company  received  $450,000  which was net of a 10% security
      deposit and is to make payments totaling $16,444 for 36 months. At the end
      of the lease  period,  the Company has the right to renew the lease for an
      additional  12 months,  terminate and return the equipment or purchase the
      equipment  at the greater of fair market  value or 10% of the  capitalized
      cost.  The Company  recognized  a gain in the amount of $ 48,474 from this
      transaction  and will defer the gain and  recognize  it as income over the
      period of the initial lease term.

                                       16

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      RESULTS OF OPERATIONS

      In the Fiscal  Quarter  ended  December  31,  2003 the  Company  commenced
      providing services under a $2.675 million contract for design, production,
      and installation of a 21 mile long new ACCC  transmission  line in Kansas.
      Revenue from this contract will be recognized  upon  completion  and as of
      March 31, 2004,  $303,500  has been billed under the initial  milestone of
      the contract  but has been  recorded as deferred  revenue.  During the six
      months  ending  March  31,  2004  the  Company  began  to hire  additional
      personnel  associated with the manufacture of the $2.675 million  contract
      as well as being able to meet  additional  production  when the Company is
      able to secure product contracts. Additionally, the company entered into a
      lease for a production  facility and  expended  approximately  $346,000 in
      leasehold  improvements.  The Company has also  expended  funds on capital
      equipment   required  for  the  production  of  product  and   information
      technology systems for the financial,  sales, marketing and administrative
      support systems.  Additional  expenditures were also made for intellectual
      property  protection,  reorganization  of accounting  and legal  services,
      registration of securities rights under the terms of applicable agreements
      and the change in auditors to a nationally recognized firm.

      PLAN OF OPERATION

      We  completed  a  $3,000,000  financing  in  December  of  2003.  We  also
      anticipate  calling  all or part of the 7.6  million  warrants  that could
      yield  approximately $3.5 million.  Such warrants are subject to a call by
      us if the underlying  shares are registered and the stock price remains at
      or above 150% of the  exercise  price for a period of 5 days.  The highest
      exercise  price is $1.20 per share for the warrants  which could yield the
      $3.5  million.  Warrants  which may be callable at prices  higher than the
      $1.20  market  price  have  been  excluded  from  the  calculation  of the
      approximate  $3.5 million.  We may also be able to secure direct financing
      through advance orders, deposits to secure strategic partnerships or joint
      venture  relationships,  or direct  investment in our new  subsidiaries to
      provide most financial requirements for the new non-cable products.

      We believe  that our current cash  balance,  as  supplemented  by the sale
      leaseback  of  capital  assets,  payments  that may be made on the  $2.675
      million order and the call of the potential  $3.5 million of warrents will
      not cover anticipated  operating expenses for a period of one year without
      supplementing  our  cash  reserves  with  additional  debt  and/or  equity
      financings.   Therefore,   the  company  will  commence  discussions  with
      potential sources.

      Sale-Lease Back of Capital Assets

      On May 7, 2004 the  Company  entered  into a $500,000  sale  leaseback  of
      certain  of its  capital  assets.  Under  the  terms of the  Master  Lease
      Agreement the Company  received  $450,000  which was net of a 10% security
      deposit and is to make payments totaling $16,444 for 36 months. At the end
      of the lease  period,  the Company has the right to renew the lease for an
      additional  12 months,  terminate and return the equipment or purchase the
      equipment  at the greater of fair market  value or 10% of the  capitalized
      cost.  The Company  recognized  a gain in the amount of $ 48,474 from this
      transaction  and will defer the gain and  recognize  it as income over the
      period of the initial lease term.


                                       17

<PAGE>

      ACQUISITION OF PLANT AND EQUIPMENT

      We do not own any real estate.  We have designed,  built and  successfully
      operated two  pultrusion  lines for ACCC cable.  During January 2004 these
      lines were moved into a new leased facility,  along with the materials and
      machinery  necessary to begin  construction  of an  additional  high speed
      production  line for  development  of other  products  for the  electrical
      energy  marketplace  during  Fiscal  Year  2004.  Additional   fabrication
      equipment and materials will be necessary to complete these tasks.

      PERSONNEL

      We currently have 32 full time employees.  We have 3 officers, 1 corporate
      manager,  2 finance managers,  3 corporate  administrative  assistants,  3
      facility assistants, 2 marketing and sales managers, 3 production managers
      and 15  production  assistants.  We also  utilize  the  services  of seven
      consultants.  Numerous  technical  skills  will be  required  to bring our
      products to market. Recruiting efforts have begun and will continue in the
      near future. Independent consultants,  accountants and attorneys have been
      retained  in the past  and will  continue  to be used  extensively  in the
      future.

      OFF BALANCE SHEET ARRANGEMENTS

      There are no off balance sheet arrangements.

ITEM 3 - CONTROLS AND PROCEDURES

      As required  by Rule 13a-15  under the  Exchange  Act,  within the 90 days
      prior to the  filing  date of this  report,  the  Company  carried  out an
      evaluation  of  the  effectiveness  of the  design  and  operation  of the
      Company's disclosure controls and procedures.  This evaluation was carried
      out under the  supervision  and with the  participation  of the  Company's
      management,  including the Company's  Chairman and Chief Executive Officer
      along  with  the  Company's  Chief  Financial  Officer.  Based  upon  that
      evaluation, the Company's President and Chief Executive Officer along with
      the  Company's  Chief  Financial  Officer  concluded  that  the  Company's
      disclosure  controls  and  procedures  are  effective.  There have been no
      significant  changes  in  the  Company's  internal  controls  or in  other
      factors,  which could significantly affect internal controls subsequent to
      the date the Company carried out its evaluation.

      Disclosure  controls and procedures are controls and other procedures that
      are  designed  to ensure that  information  required  to be  disclosed  in
      Company  reports  filed or  submitted  under the Exchange Act is recorded,
      processed,  summarized and reported,  within the time periods specified in
      the  Securities  and  Exchange  Commission's  rules and forms.  Disclosure
      controls  and  procedures  include,   without  limitation,   controls  and
      procedures designed to ensure that information required to be disclosed in
      Company   reports  filed  under  the  Exchange  Act  are  accumulated  and
      communicated  to  management,  including  the  Company's  Chief  Executive
      Officer  and Chief  Financial  Officer  as  appropriate,  to allow  timely
      decisions regarding required disclosure.


                                       18

<PAGE>

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      From time to time, the Company is involved in routine  litigation  matters
      that are incidental to its business.

      J.P. Turner & Company,  L.L.C.  ("J.P.  Turner")  initiated an arbitration
      before the National  Association  of  Securities  Dealers in February 2004
      alleging  Composite  Technology  Corporation  ("CTC")  breached a finder's
      agreement by failing to pay certain fees to J.P. Turner. CTC disputes that
      any breach of the  agreement  took place and denies that J.P.  Turner made
      any  introductions  of investors to CTC which  directly lead to financing.
      CTC has filed a counterclaim  against J.P. Turner alleging claims of fraud
      against J.P. Turner arising out of misrepresentations  made by J.P. Turner
      concerning  an  investment  opportunity.  J.P.  Turner  seeks  $200,000 in
      monetary  damages,  a warrant to purchase $200,000 common shares of CTC at
      an  exercise  price  equal  to the  closing  bid  on  December  17,  2003,
      pre-judgment  interest as of December 18, 2003, reasonable attorneys' fees
      and costs. CTC seeks compensatory damages in an amount according to proof,
      punitive damages, and reasonable  attorneys' fees and costs based upon its
      counterclaims.  CTC filed its Statement of Answer and Counterclaims on May
      17,  2004.  Discovery  has  not  yet  commenced  and  the  dates  for  the
      arbitration have not been set at this early stage of the litigation.

ITEM 2 -CHANGES IN SECURITIES

      In February  2004, a former  officer was issued  120,765  shares of common
      stock on the exercise of 120,765  stock options on a cashless  basis.  The
      Company  has  recorded  $64,005 as  compensation  expense  related to this
      issuance.

      In February  2004,  a former  employee  was issued  8,849 shares of common
      stock on the exercise of 14,500 stock options on a cashless basis.

      During the six months  ended March 31,  2004,  $400,000  Series E Warrants
      were  exercised  for total cash  consideration  of $100,000,  or $0.25 per
      share.

      During November 2003, the Company  committed to issue 20,000 shares of the
      Company's  restricted,  unregistered  common stock to one  individual  for
      consulting  services.  This  transaction  was  valued  at  $28,050,  which
      approximates  the "fair value" of the  Company's  stock on the date of the
      transaction  using the  discounted  closing price of the Company's  common
      stock as quoted on the NASDAQ Electronic  Bulletin Board. During the three
      months  ended  March 31,  2004 it was  determined  by the  Company and the
      consultant that the agreement was not in the best interest of either party
      and  therefore the contract was not  consummated  or fully  executed.  The
      20,000 shares committed for the consulting  services were reversed and the
      $28,050 was reclassified to accounts payable.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

      None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None

ITEM 5 - OTHER INFORMATION

      None


                                       19

<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

Number         Description
--------------------------------------------------------------------------------

3.1*           Articles of Incorporation of the Company

3.2*           By-Laws of the Company

31.1           Certification pursuant to Section 302  of Sarbanes-Oxley  Act of
               2002 - Chief Executive Officer

32.1           Certifications pursuant to Section 906  of Sarbanes-Oxley  Act of
               2002.

(*) Incorporated herein by reference to Form 8-K filed with the U. S. Securities
and Exchange Commission on November 20, 2001.

(**)  Incorporated  herein  by  reference  to  Form  8-K  filed  with  the U. S.
Securities and Exchange Commission on December 19, 2003.


Reports on Form 8-K
-------------------

December 19, 2003      Private placement of common stock and warrants

October 27, 2003       Changes in registrants certifying accountant


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


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                       COMPOSITE TECHNOLOGY CORPORATION

Date: May 24, 2004                     /s/ Benton H Wilcoxon
      ----------------                 --------------------------------
                                       Benton H Wilcoxon
                                       Chief Executive Officer and Acting
                                       Chief Financial Officer


                                       20