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

                          AMENDMENT NO. 1 TO FORM 10-Q
                                   (Mark One)

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

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

                         COMMISSION FILE NUMBER 0-10999


                        COMPOSITE TECHNOLOGY CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

          NEVADA                                        59-2025386
       -------------                                    ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                                2026 McGaw Avenue
                               Irvine, California
                    (Address of Principal Executive Offices)


                                      92614
                                   (Zip Code)

                                 (949) 428-8500
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES |X| NO |_|

Indicate the number of shares outstanding of the issuer's common stock as of May
8, 2006

     CLASS                                      NUMBER OF SHARES OUTSTANDING
     -----                                      ----------------------------
Common Stock, par value                              135,329,914 shares
 $0.001 per share



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

                                       1
<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q for the Quarter ended March 31, 2006 is being
filed in order to correct certain clerical and typographical errors previously
contained in the Report. The following items have been amended to correct these
errors:

Part II Item 6: Exhibits


                                       2
<PAGE>


                        COMPOSITE TECHNOLOGY CORPORATION

Amendment No.1 to Form 10-Q for the Quarter ended March 31, 2006

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements                                                   3
Item 2 Management's Discussion and Analysis of
       Financial Condition and Results of Operations                         32
Item 3 Quantitative and Qualitative Disclosures About Market Risk            60
Item 4 Controls and Procedures                                               60

PART II - OTHER INFORMATION
Item 1 Legal Proceedings                                                     62
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds           62
Item 3 Defaults on Senior Securities                                         66
Item 4 Submission of Matters to a Vote of Security Holders                   66
Item 5 Other Information                                                     66
Item 6 Exhibits                                                              66
SIGNATURE                                                                    67


                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                        COMPOSITE TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                March 31,       September
                                                                  2006          30, 2005
                                                              ------------    ------------
                                                               (unaudited)      (audited)
<S>                                                           <C>             <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                     $    671,356    $    807,815
Accounts receivable, net of reserve of $ 2.5m and $2.5m            145,633          56,998
Inventory                                                        2,757,481       1,233,334
Prepaid expenses and other current asset                           478,133         395,978
                                                              ------------    ------------
Total current assets                                             4,052,603       2,494,125

PROPERTY AND EQUIPMENT, net                                      2,636,782       2,765,609
OTHER ASSETS                                                       275,963         511,581
                                                              ------------    ------------
TOTAL ASSETS                                                  $  6,965,348    $  5,771,315
                                                              ============    ============
LIABILITIES AND SHAREHOLDER EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable                                              $  2,115,586    $  2,315,214
Accrued Payroll                                                    220,037         131,803
Accrued officer compensation                                       255,619            --
Accrued Interest                                                      --           341,469
Due to Affiliate                                                    77,760          97,200
Deferred revenue                                                   114,383         621,748
Liabilities subject to compromise                                     --         1,625,520
Deferred gain on sale of fixed assets                               11,995          19,052
Deferred rent                                                      198,677         170,294
Accrued litigation settlements                                          --      14,244,792
Convertible notes, current, net of unamortized debt
  discount of $1,661,995 and $0                                  1,838,005              --
Lease obligation - current                                         426,321         403,191
                                                              ------------    ------------
Total current liabilities                                        5,258,382      19,970,285

LONG TERM LIABILITIES
Convertible notes, net of current portion, net of
  unamoritzed debt discount of $0 and $0                         6,380,250      10,860,442
Lease obligation - long-term                                       223,761         444,696
                                                              ------------    ------------
Total long-term liabilities                                      6,604,011      11,305,138
                                                              ------------    ------------
Total Liabilities                                               11,862,394    $ 31,275,421
                                                              ------------    ------------
SHAREHOLDER'S DEFICIT
Common stock, $.001 par value 200,000,000 shares authorized
135,329,914 and 118,744,359 issued and outstanding                 135,330         118,744
Additional paid-in capital                                      75,323,942      40,979,912
Accumulated Deficit                                            (80,356,318)    (66,602,763)
                                                              ------------    ------------
Total shareholder's Deficit                                     (4,897,046)    (25,504,106)
                                                              ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   $  6,965,348    $  5,771,315
                                                              ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

                        COMPOSITE TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

              AND FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months ended    Three Months ended      Six Month ended       Six Months ended
                                           March 31, 2006        March 31, 2005        March 31, 2006        March 31, 2005
                                                                    Restated                                   Restated
                                         ------------------    ------------------    ------------------    ------------------
<S>                                      <C>                   <C>                   <C>                   <C>
Revenue:
     Product Sales                       $        1,030,528    $               --    $        1,053,420    $           46,485
     Consulting Revenue                                  --                    --               550,000                    --
                                         ------------------    ------------------    ------------------    ------------------

Total Revenue                            $        1,030,528    $               --    $        1,603,420    $           46,485

Cost of product sales sold                          977,112                    --               993,792                30,894
Cost of consulting revenue                               --                    --               304,787                    --
                                         ------------------    ------------------    ------------------    ------------------

Gross margin                             $           53,416    $               --    $          304,841    $           15,591

OPERATING EXPENSES
Officer compensation                                112,364                71,452               214,494               156,838
General and administrative                          993,742               783,230             1,900,906             1,381,837
Legal, professional, & consulting                   607,407             1,308,586             1,668,027             2,140,893
Research and development                          1,261,587             1,139,749             2,606,457             2,219,400
Sales and Marketing                                 381,528               232,453               764,363               505,242
Depreciation                                        200,408               124,952               392,053               236,328
Reorganization Expense -
  Bankruptcy legal fees                             289,860                    --               573,229                    --
                                         ------------------    ------------------    ------------------    ------------------

Total operating expenses                 $        3,846,896    $        3,660,422    $        8,119,529    $        6,640,538
                                         ------------------    ------------------    ------------------    ------------------

LOSS FROM OPERATIONS                     $       (3,793,480)   $       (3,660,422)   $       (7,814,688)   $       (6,624,947)
                                         ------------------    ------------------    ------------------    ------------------

OTHER INCOME /EXPENSE
Interest expense                                   (479,106)             (964,800)             (697,772)           (1,812,674)
Interest income                                       1,466                 5,284                15,711                32,544
Gain on sale of assets                                3,529                    --                 7,057                 4,256
Reorganization item - adjustment to
Expense related to modification
  of warrants                                            --                    --              (388,962)                   --
Expense related to inducement of
  convertible debt                               (2,250,005)                   --            (2,250,005)                   --
carrying value - Convertible Debt                        --                    --            (2,622,240)                   --
Carrying value impairment adjustment
on investments in other companies                        --                (1,000)                   --                (1,000)
                                         ------------------    ------------------    ------------------    ------------------

Total other income/expense               $       (2,724,117)   $         (960,516)   $       (5,936,211)   $       (1,776,874)
                                         ------------------    ------------------    ------------------    ------------------
Loss before Income Taxes                 $       (6,517,597)   $       (4,620,938)   $      (13,750,899)   $       (8,401,821)
                                         ------------------    ------------------    ------------------    ------------------
Income Taxes                                          1,056                    --                 2,656                    --
                                         ------------------    ------------------    ------------------    ------------------
NET LOSS                                 $       (6,518,653)   $       (4,620,938)   $      (13,753,555)   $       (8,401,821)
                                         ------------------    ------------------    ------------------    ------------------
BASIC AND DILUTED LOSS PER SHARE         $            (0.05)   $            (0.04)   $            (0.11)   $            (0.07)
                                         ------------------    ------------------    ------------------    ------------------
TOTAL BASIC AND DILUTED LOSS PER SHARE
AVAILABLE TO COMMON SHAREHOLDERS         $            (0.05)   $            (0.04)   $            (0.11)   $            (0.07)
                                         ------------------    ------------------    ------------------    ------------------
WEIGHT-AVERAGE COMMON SHARES
OUTSTANDING                                     133,487,380           114,227,327           128,950,131           113,020,722
                                         ------------------    ------------------    ------------------    ------------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>

                        COMPOSITE TECHNOLOGY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      For the six       For the six
                                                                     months ending     months ending
                                                                    March 31, 2006    March 31, 2005
                                                                    --------------    --------------
                                                                      (unaudited)       (unaudited)
                                                                                         (restated)
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $  (13,753,555)   $   (8,401,821)
Adjustments to reconcile net loss to net cash used in
 operating activities:
    Net accretion of deferred gain on PP&E                                  (7,057)           (7,048)
    Depreciation                                                           392,053           236,328
    Deferred rent expense                                                  (19,958)               --
    Inventory reserve                                                      725,616
    Interest on fixed conversion features                                  294,531         1,338,565
    Issuance of common stock for services                                  629,330           271,765
    Issuance of common stock for inducement of debt conversion           2,250,005                --
    Issuance of warrants for services                                      180,416            86,000
   Compensation expense related to fair value of stock options             408,031           202,975
   Compensation expense related to modification of stock warrants          388,691                --
   Reorganization item - adjustment to carrying value of                 2,622,240                --
   convertible debt
   Carrying value impairment adjustment on investments in other                 --             1,000
   companies
(Increase) decrease in Assets:
   Restricted Cash                                                              --        10,010,060
   Accounts Receivable                                                     (88,635)            1,994
   Inventory                                                            (2,249,763)         (361,855)
   Prepaid Expenses                                                        271,845           115,911
   Capitalized construction costs                                          304,787           (11,874)
   Other assets                                                            (69,169)          (66,668)
Increase (Decrease) in Liabilities
   Accounts payable - trade                                             (1,642,613)         (269,006)
   Accrued legal settlement                                                100,000           116,366
   Accrued payroll and related expenses                                     88,234           (13,038)
   Accrued officer compensation                                                 --            (8,942)
   Deferred revenue                                                       (507,365)               --
                                                                    --------------    --------------
Net cash provided by (used in) operating activities                 $   (9,682,336)   $    3,240,711
                                                                    --------------    --------------

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property and equipment                                        (263,226)         (784,418)
                                                                    --------------    --------------
Net cash provided by (used in) investing activities                 $     (263,226)   $     (784,418)
                                                                    --------------    --------------

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt                               9,300,000                --
Proceeds from notes payable                                                200,000                --
Payments on capital lease assets                                          (197,805)         (147,809)
Proceeds from exercise of options                                               --           195,000
Proceeds from exercise of warrants                                         506,908         1,448,621
                                                                    --------------    --------------
Net cash provided by financing activities                                9,809,103         1,495,812
                                                                    --------------    --------------

Net increase/(decrease) in cash and cash equivalents                      (136,459)   $    3,729,353
CASH AND CASH EQUIVALENTS, BEGINNING OF  PERIOD                     $      807,115    $    2,930,615
                                                                    --------------    --------------

CASH AND CASH EQUIVALENTS, END OF  PERIOD                           $      671,356    $    6,659,968
                                                                    --------------    --------------

SUPPLEMENTAL DISCLOSERS OF CASH FLOW  INFORMATION
INTEREST PAID                                                       $      184,575    $      501,690
CASH PAID FOR BANKRUPTCY ITEMS                                             346,592                --
INCOME TAX PAID                                                              2,656             1,600
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       6
<PAGE>

Supplemental Schedule for Non Cash Financing Activities

During the first six months of fiscal 2006, the Company issued 2,858,913 shares
of common stock for the conversion of $4,480,191 of the August, 2004 Convertible
Debentures as follows:

- $680,191 of principal was converted at $1.67 per share into 407,300 shares of
common stock

- $3,800,000 of principal was converted at $1.55 per share into 2,451,613 shares
of common stock.

During the first six months of fiscal 2006, the Company issued 7,521,425 shares
of common stock for settlement of bankruptcy claims and litigation settlements
valued at $14,507,521. On September 30, 2005, $14,244,792 had been recorded as
accrued litigation and $262,729 had been recorded as liabilities subject to
compromise.

During the first six months of fiscal 2006, the Company issued 232,258 shares of
common stock for debt financing services valued at $360,000.

During the first six months of fiscal 2006, the Company issued 73,961 shares of
common stock in settlement of Accounts Payable totaling $131,651.

During the first six months of fiscal 2006, the Company issued 200,000 shares of
common stock as prepayment for commissions valued at $354,000 in conjunction
with a bankruptcy settlement.

During the first six months of fiscal 2006, the Company issued 261,132 shares of
common stock in lieu of interest totaling $433,435.

During the first six months of fiscal 2006, in October, 2005 the Company raised
$6,000,000 in convertible notes. In conjunction with these notes:

- The Company issued 1,354,838 warrants and valued the conversion features of
the notes and warrants at $1,834,092. Under bankruptcy accounting, the entire
balance was expensed as a reorganization item immediately following issuance.
See also footnotes 3, 4, 5, and 12.

- The Company triggered certain anti-dilution provisions in the August, 2004
Convertible debentures including the re-pricing of warrants issued to the
debenture holders and a re-setting of the debt conversion price from $1.67 to
$1.55. The company re-priced 4,537,538 warrants and recorded an expense charge
of $388,962. The Company recorded the intrinsic value of the change to the
conversion price at $788,148 as additional debt discount to the August, 2004
debentures. Under bankruptcy accounting, the debt discount was immediately
charged to expense as a reorganization item - adjustment to debt carrying value
immediately following the re-pricing. See also footnotes 3, 4, 5, and 12.

- The Company induced full conversion of these notes in January, 2006. The
company issued 3,870,972 shares of common stock registered under Bankruptcy code
section 1145 at a conversion price of $1.55 per share. To facilitate the
conversion and to settle other outstanding issues, the Company issued 1,308,142
unregistered shares valued at the previous trading day's closing market price of
$1.72 per share. The company recorded a charge of $2,250,005 to other expense
relates to inducement of convertible debt as a result of this transaction. To
facilitate this transacation, 78,459 shares of stock valued at $1.72 per share
were issued and the Company recorded a charge to legal, professional, and
consulting expense of $135,000 for these services.

During the first six months of fiscal 2006, in March, 2006 the Company issued
$3,500,000 in convertible notes due September, 2006. In conjunction with these
notes 2,750,000 warrants were issued and the company valued the conversion
features of the notes and warrants at $1,956,526 which was recorded as a
discount to the note principal on the balance sheet. Of the $3,500,000 issued,
$200,000 was converted from a short term note payable issued in February, 2006.


                                       7
<PAGE>

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

Composite Technology Corporation, incorporated in Florida and reincorporated in
Nevada, is an Irvine, CA based company providing advanced composite core
conductor ("ACCC") cables for electric transmission and distribution lines. The
Company operates under four wholly-owned subsidiaries incorporated in the State
of Nevada: CTC Wind Systems Corporation, CTC Cable Corporation, CTC Towers &
Poles Corporation, and Transmission Technology Corporation. The Company's first
product is high performance ACCC cable for electric transmission and
distribution lines.

ACCC cable is commercially available in the United States and Canada through
distribution and purchase agreements between General Cable Industries, Inc. and
the Company's wholly-owned subsidiary, CTC Cable Corporation and elsewhere
worldwide directly from the Company.

NOTE 2 - GOING CONCERN

The Company has received a report from its independent auditors for the year
ended September 30, 2005 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.

Our principal sources of working capital have been private debt issuances and
historically, the Company has issued registered stock and unregistered,
restricted stock, stock options, and warrants in settlement of both operational
and non-operational related liabilities and as a source of funds.

Commercial orders: We announced our initial commercial order of our ACCC cable
under the General Cable agreement in May, 2005. From this initial commercial
order through April, 2006, we have received cumulative confirmed orders for
approximately $3.7 million of our ACCC cable and related ACCC hardware and we
have recognized approximately $1.0 million as revenue in fiscal 2005 and $1.1
million in fiscal 2006 to date.

We believe our cash position as of March 31, 2006 of $0.7 million and expected
cash flows from revenue orders may not be sufficient to fund operations for the
next four calendar quarters. We anticipate that additional cash is needed to
fund operations beyond June, 2006 and to the extent required the Company intends
to continue the practice of issuing stock, debt or other financial instruments
for cash or for payment of services until our cash flows from the sales of our
primary products is sufficient to provide cash from operations or if we believe
such a financing event would be a sound business strategy.

NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENTS

In May 2006, the Company determined that the accounting treatment of the
issuance of warrants in November, 2004 for the release of $10,000,000 from our
August, 2004 Debenture issue was improperly expensed to legal, professional, and
consulting expense as incurred. During the quarter ended December 31, 2004, we
had expensed $1,993,523 which was the fair value of the warrants issued to the
debenture holders. Under the guidance of EITF 96-19 "Debtors Accounting of a
Modification or Exchange of Debt Instruments" the issuance of the warrants
constituted a modification of a convertible debt instruments. Accordingly, the
fair value of the additional warrants issued in November 2004 should have been
deferred and amortized as an adjustment of interest expense over the remaining
term of the debentures using the interest method.

There is no impact to the balance sheet as of September 30, 2005 since as a
result of our bankruptcy filing on May 5, 2005 the carrying value of our debt
was adjusted to $15,000,000 as of May 5, 2005.

The Statements of Operations for the three and six months ended March 31, 2005
have been restated as follows:

Statement of Operations for Three months ended March 31, 2005

<TABLE>
<CAPTION>
                                                  As Originally     Restatement              As
                                                       Reported      Adjustment         Restated
                                                  -------------   -------------    -------------
<S>                                               <C>             <C>              <C>
Other Income/Expense
                                                  -------------   -------------    -------------
Interest Expense                                        783,571         181,229          964,800
                                                  -------------   -------------    -------------
 Net loss                                             4,439,709         181,229        4,620,938

Statement of Operations for Six months
   ended March 31, 2005

                                                  As Originally     Restatement              As
                                                       Reported      Adjustment         Restated
                                                  -------------   -------------    -------------
Operating Expenses
                                                  -------------   -------------    -------------
Legal, Professional, and consulting                   4,134,416      (1,993,523)       2,140,893
                                                  -------------   -------------    -------------
Other Income/Expense
                                                  -------------   -------------    -------------
Interest Expense                                      1,534,789         277,885        1,812,674
                                                  -------------   -------------    -------------
 Net loss                                            10,117,459      (1,715,638)       8,401,821
</TABLE>


                                       8
<PAGE>


There was no impact on the net loss per share for the three months ending March
31, 2005. The impact on the loss per share for the six months ending March 31,
2005 was a decrease of $0.02 per share.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements of Composite
Technology Corporation (the "Company" or "Composite Technology") have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not contain all of the information and footnotes required for complete financial
statements. Interim information is unaudited; however, in the opinion of the
Company's management, the accompanying unaudited, consolidated financial
statements reflect all adjustments (consisting of normal, recurring adjustments)
considered necessary for a fair presentation of the Company's interim financial
information. These financial statements and notes should be read in conjunction
with the audited financial statements of the Company included in the Company's
Annual Report on Form 10-K for the year ended September 30, 2005 filed with the
Securities and Exchange Commission on December 13, 2005.

The results of operations for the three and six months ended March 31, 2006 are
not necessarily indicative of the operating results that may be reported for the
fiscal year ending September 30, 2006 or for any other future period.

Certain amounts in the prior year financial statements have been reclassified to
conform to the current year presentation.


                                       9
<PAGE>

REVENUE RECOGNITION

Revenues are recognized based on guidance provided in the Securities and
Exchange Commission (SEC) Staff Accounting Bulletin No. 104 "Revenue Recognition
in Financial Statements," as amended (SAB 104). Accordingly, our general revenue
recognition policy is to recognize revenue when there is persuasive evidence of
an arrangement, the sales price is fixed or determinable, collection of the
related receivable is reasonably assured, and delivery has occurred or services
have been rendered. The Company derives, or seeks to derive revenues from two
sources:

(1) Product revenue which includes revenue from the sale of composite core,
wrapped composite core, and other electric utility related products.

(2) Consulting revenue, which includes engineering, product design, and service
fees that we receive under customer agreements related to the installation and
design of our product sale solutions.

In addition to the above general revenue recognition principles prescribed by
SAB 104, our specific revenue recognition policies for each revenue source are
more fully described below.

PRODUCT SALES. Product revenues are generally recognized when product shipment
has been made and title has passed to the end user customer. Product revenues
consist primarily of revenue from the sale of: (i) wrapped composite core to
utilities either sold directly by the Company or through our distributor, ii)
composite core sold to a cable wrapping partner not subject to a distributor
agreement and where title passes to the partner, or iii) cable core hardware
sold to utility companies. For most product sales, we expect that the terms of
sales generally will not contain provisions that will obligate us to provide
additional products or services after installation to end users. We recognize
revenue: (i) upon shipment when products are shipped FOB shipping point or (ii)
upon delivery at the customer's location when products are shipped FOB
destination.

CONSULTING REVENUE Consulting revenues are generally recognized as the
consulting services are provided. We have entered into service contract
agreements with electric utility and utility services companies that generally
require us to provide engineering or design services, often in conjunction with
current or future product sales. In return, we receive engineering service fees
payable in cash. For multiple element contracts where there is no vendor
specific objective evidence (VSOE) that would allow the allocation of an
arrangement fee amongst various pieces of a multi-element contract, fees
received in advance of services provided are recorded as deferred revenues until
additional operational experience or other vendor specific objective evidence
becomes available, or until the contract is completed.

During its history, the Company has entered into revenue bearing contracts of a
long term duration. Due to a lack of operational history resulting in low
reliability of estimates on interim rates of completion of such contracts,
revenues associated with long term contracts are recognized on the
completed-contract method of accounting. Under this method, billings and costs
are accumulated during the period of installation, but no revenues are recorded
before the completion of the work. Costs of revenues are capitalized and are
recorded in other current assets. Provisions for estimated losses on uncompleted
contracts are made at the time such losses are determined. Operating expenses,
including indirect costs and administrative expenses, are charged as incurred to
periodic income and not allocated to contract costs.

Stock-Based Compensation

Prior to September 30, 2005, we accounted for employee stock option plans based
on the intrinsic value method in accordance with Accounting Principles Board
(APB) Opinion No. 25, " Accounting for Stock Issued to Employees," and related
Interpretations and had adopted the disclosure requirements of SFAS No. 123, "
Accounting for Stock-Based Compensation" (SFAS No.123), as amended by SFAS No.
148, " Accounting for Stock-Based Compensation-Transition and Disclosure " (SFAS
No. 148). Accordingly, compensation cost for stock options was measured as the
excess, if any, of the quoted market price of the Company's stock at the grant
date over the amount an employee must pay to acquire the stock. The Company
granted stock options with exercise prices equal to the market price of the
underlying stock on the date of grant; therefore, the Company did not record
stock-based compensation expense under APB Opinion No. 25.


                                       10
<PAGE>

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123R, " Share-Based Payments" to require that compensation cost relating to
share-based payment arrangements be recognized in the financial statements. As
of October 1, 2005, we adopted SFAS No. 123R using the modified prospective
method, which requires measurement of compensation cost for all stock-based
awards at fair value on date of grant and recognition of compensation over the
service period for awards expected to vest. The fair value of stock options were
determined using the Black-Scholes valuation model, which is consistent with our
valuation techniques previously utilized for stock options in footnote
disclosures required under SFAS No. 123, as amended by SFAS No. 148. Such fair
value is recognized as expense over the service period, net of estimated
forfeitures. The adoption of SFAS No.123R resulted in no cumulative change in
accounting as of the date of adoption.

On September 27, 2001, the FASB Emerging Issues Task Force (EITF) issued EITF
Issue 96-18 "Accounting for Equity Instruments That are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services"
which requires that equity instruments issued in exchange for services be valued
at the more accurate of the fair value of the services provided or the fair
value of the equity instruments issued. For equity instruments issued that are
subject to a required service period the expense associated with the equity
instruments is recorded as the instruments vest or the services are provided.
The Company has granted options and warrants to non-employees and recorded the
fair value of these equity instruments on the date of issuance using the
Black-Scholes valuation model. The Company has granted stock to non-employees
for services and values the stock at the more reliable of the market value on
the date of issuance or the value of the services provided. For grants subject
to vesting or service requirements, the expenses is deferred and is recognized
over the more appropriate of the vesting period, or as services are provided.

On March 29, 2005, the Securities and Exchange Commission published Staff
Accounting Bulletin No. 107 (SAB 107), which provides the Staff's views on a
variety of matters relating to stock-based payments. SAB 107 requires
stock-based compensation to be classified in the same expense line items as cash
compensation. Information about stock-based compensation included in the results
of operations for the quarters and six months ending March 31, 2005 and 2006 is
as follows:

<TABLE>
<CAPTION>
                                      Three Months  Three Months   Six Months    Six Months
                                         Ended         Ended         Ended         Ended
                                        March 31      March 31      March 31      March 31
                                          2006          2005          2006          2005
                                       ----------    ----------    ----------   ----------
<S>                                    <C>           <C>           <C>          <C>
Officer Compensation                   $   36,848    $       --    $   73,695   $       --
Legal, Professional and Consulting        135,000            --       677,226       86,000
Selling and marketing                       3,158            --         6,317           --
Research and development                  114,953       287,648       153,056      327,973
General and administrative                108,043            --       174,963           --
                                       ----------    ----------    ----------   ----------
Totals                                 $  398,002    $  287,648    $1,085,527   $  413,973
                                       ==========    ==========    ==========   ==========
</TABLE>


Our stock options vest on an annual or a quarterly basis. For the remainder of
fiscal 2006, we expect stock based compensation expense related to employee
stock options of approximately $220,000, and $182,000 before income taxes for
the quarters ending June 30, 2006, and September 30, 2006 respectively. We
expect stock based compensation related to non-employee stock options to be
approximately $83,000 and $14,000 before income taxes for the quarters ending
June 30, 2006, and September 30, 2006 respectively. Such amounts may change as a
result of additional grants, forfeitures, modifications in assumptions and other
factors. SFAS No. 123R provides that income tax effects of share-based payments
are recognized in the financial statements for those awards which will normally
result in tax deductions under existing tax law. Under current U.S. federal tax
law, we would receive a compensation expense deduction related to non-qualified
stock options only when those options are exercised and vested shares are
received. Accordingly, the financial statement recognition of compensation cost
for non-qualified stock options creates a deductible temporary difference which
results in a deferred tax asset and a corresponding deferred tax benefit in the
income statement. However, since we currently have a full valuation allowance
for all of our deferred tax assets, any tax consequences for fiscal 2006 is
expected to be negligible to the financial statements.


                                       11
<PAGE>

Convertible Debt

The Company has issued three series of convertible debt securities. Convertible
debt is accounted for under the guidelines established by APB Opinion No. 14
Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants
(APB14) under the direction of Emerging Issues Task Force (EITF) 98-5,
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios, (EITF 98-5), EITF 00-27 Application
of Issue No 98-5 to Certain Convertible Instruments (EITF 00-27), and EITF 05-8
Income Tax Consequences of Issuing Convertible Debt with Beneficial Conversion
Feature. Under these guidelines, the Company allocates the value of the proceeds
received from a convertible debt transaction between the conversion feature and
any other detachable instruments (such as warrants) on a relative fair value
basis. The allocated fair value is recorded as a debt discount or premium and is
amortized over the expected term of the convertible debt as non-cash interest
expense. The company values any warrants issued using the Black-Scholes Merton
option pricing model as described and based on the assumptions listed in
footnote 5. If the conversion price of a convertible debt issue decreases, the
additional intrinsic value of the debt conversion feature, calculated as the
number of additional shares issuable due to a conversion price change multiplied
by the previous conversion price, is recorded as additional debt discount and
amortized over the remaining life of the debt. Both Convertible Debt and any
other securities such as detachable warrants are also reviewed to determine the
applicability of SFAS 133 Accounting for Derivative Instruments and Hedging
Activities, the guidance issued in EITF 00-19 Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock, and related SEC and AICPA Interpretations of this guidance. If a security
is determined to be a derivative instrument and is required to be accounted for
as a liability, as opposed to equity, the derivative security is valued on the
issuance date and is recorded as a derivative liability. Any securities
determined to be derivative liabilities are revalued on each subsequent
reporting period and any change to their value is recorded to the Statement of
Operations as an Other Income or Expense item.

Under Bankruptcy accounting guidance, namely AICPA Statement of Position 90-7,
the Company is required to record its liabilities at the expected settlement
amount. Therefore, debt discount that existed prior to the Chapter 11 bankruptcy
has been charged to expense as of May 5, 2005 and debt discount incurred during
the bankruptcy has been charged to expense as a debt carrying value adjustment
on the date the discount was recorded. We effectively exited our Bankruptcy in
November, 2005.

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.

Accounts Receivable

The Company extends credit to its customers. Collateral is generally not
required. Credit losses are provided for in the financial statements based on
management's evaluation of historical and current industry trends as well as
history with individual customers. Although the Company expects to collect
amounts due, actual collections may differ from estimated amounts. As of March
31, 2006, the Company had gross accounts receivable of $2,645,633 and had
recorded a reserve of $2,500,000.

Inventory

Inventories consist of our wrapped and unwrapped manufactured composite core and
related hardware products and raw materials used in the production of those
products. Inventories are valued at the lower of cost or market under the FIFO
method. Costs to ship product for sale or for products sold is recorded to costs
of goods sold as the expenses are incurred. Products manufactured internally are
valued at standard cost which approximates replacement cost. Inventory is
periodically evaluated for obsolescence and salability and reserves are recorded
for product that is believed by management to be impaired in value. As of March
31, 2006, the company had recorded gross inventory of $3,788,971 and had
inventory reserves of $1,031,490.

Business Segments

The Company organizes itself as one segment and conducts its operations in the
United States.

The Company sells its products and technology to domestic and international
customers. All revenues recognized during the quarters ended March 31, 2005 and
2006 occurred in the United States. The City of Kingman, KS represented 96% of
the revenues recognized during the quarter ended March 31, 2006.


                                       12
<PAGE>

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.

The following common stock equivalents were excluded from the calculation of
diluted loss per share for the three months ended March 31, 2006 and 2005 since
their effect would have been anti-dilutive:

                                                  March 31
                                          --------------------------
                                             2006            2005
                                          ----------      ----------
Options for common stock                   7,569,936       6,790,336
Warrants                                  12,462,469      11,211,616
Convertible Debentures, if converted       6,374,355       8,982,036
                                          ----------      ----------
                                          26,406,760      26,983,988
                                          ==========      ==========


RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 153 Exchanges of Nonmonetary Assets:

On December 16, 2004, the FASB issued Statement No. 153, Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
Nonmonetary Transactions, Statement 153 addresses the measurement of exchanges
of nonmonetary assets and redefines the scope of transactions that should be
measured based on the fair value of the assets exchanged. Statement 153 is
effective for nonmonetary asset exchanges beginning in our second quarter of
fiscal 2006. We do not believe adoption of Statement 153 will have a material
effect on our consolidated financial position, results of operations or cash
flows.

SFAS No. 154 Accounting Changes and Error Corrections:

On June 7, 2005, the FASB issued Statement No. 154, Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements.
Statement 154 changes the requirements for the accounting for and reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required recognition via a cumulative effect adjustment within
net income of the period of the change. Statement 154 requires retrospective
application to prior periods' financial statements, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the
change. Statement 154 is effective for accounting changes made in fiscal years
beginning after December 15, 2005; however, the Statement does not change the
transition provisions of any existing accounting pronouncements. We do not
believe adoption of Statement 154 will have a material effect on our
consolidated financial position, results of operations or cash flows.

SFAS No. 155

Accounting for Certain Hybrid Financial Instruments: In February, 2006 the FASB
issued Statement No. 155 Accounting for Certain Hybrid Financial Instruments, an
amendment of FASB Statements No. 133 and 140. Statement 155 simplifies
accounting for certain hybrid financial instruments by permitting fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; eliminates the interim
guidance in Statements 133 and 140 regarding beneficial interest in securitized
financial assets and the restrictions on passive derivative instruments that a
qualifying special-purpose entity may hold. Statement 155 is effective for all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year that begins after September 15, 2006. We do not believe
adoption of Statement 155 will have a material effect on our consolidated
financial position, results of operations, or cash flows.

SFAS No. 156

Accounting for Servicing of Financial Assets--an amendment of FASB Statement No.
140: In March, 2006 the FASB issued Statement No. 156 Accounting for Servicing
of Financial Assets--an amendment of FASB Statement No. 140. Statement 156
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset under certain
conditions, and requires all separately recognized servicing assets and
servicing liabilities to be initially measured at fair value, if practicable.
Statement 156 is effective for all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15, 2006. We do not believe adoption of Statement 156 will have a material
effect on our consolidated financial position, results of operations, or cash
flows.


                                       13
<PAGE>

NOTE 5 - BANKRUPTCY

On May 5, 2005 (Petition Date) Composite Technology Corporation filed a
voluntary petition for relief under the provisions of Title 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the Central District
of California under case number SA 05-13107 JR. On October 31, 2005, the Judge
John Ryan of the Central district court, Santa Ana division of the US Bankruptcy
court approved the Company's Third amended Plan of Reorganization which provided
for payment of 100% of creditors allowed claims. On November 1, 2005 the Company
paid substantially all of its pre-petition liabilities payable in cash, thereby
effectively consummating the plan of Bankruptcy. On November 18, 2005, United
States Bankruptcy Judge John Ryan signed and entered the order approving the
Company's Third Amended Chapter 11 Plan of Reorganization with non-material
modifications that confirms the Company's emergence from bankruptcy.

As discussed in Note 1, for financial reporting purposes, the consolidated
financial statements have been prepared on a going concern basis. In addition,
the debtor has applied the provisions of the AICPA SOP 90-7, Accounting for
Bankruptcies. We have reviewed the guidelines and determined that the following
applies to our situation.

- Assets are recorded at net realizable value. As of September 30, 2005 and
November 18, 2005, our assets consisted primarily of cash, receivables,
inventory, and equipment which were all reviewed for impairment. Based on a
review of our asset base, we determined that our carrying value as of September
30, 2005 and November 18, 2005 was equal to the net realizable value of our
assets. We therefore determined that there are no requirements to adjust our
assets since their book value approximates their net realizable value.

- All pre-petition liabilities subject to compromise have been segregated in the
September 30, 2005 Balance Sheet and classified as Liabilities Subject to
Compromise, at the estimated amount of allowable claims. December 31, 2005
balances of remaining liabilities subject to compromise were reclassified to
conform to pre-bankruptcy classifications. See the table below for additional
information.

- We adjusted our convertible debt discount that existed as of the petition
date. During the year ending September 30, 2005, coinciding with the filing of
our plan of reorganization, we determined that the allowed amount of liability
relating to our $15MM Debenture offering of August, 2004 was $15,000,000. Prior
to the filing of the plan, the carrying value of the Debentures was determined
to be $8,522,545, representing a debt discount due to conversion features of the
Convertible Debentures. Prior to the filing of the plan, we had been amortizing
this discount to interest expense at approximately $237,190 per month. On May 5,
2005, we recorded an additional $6,477,455 in other expense in the quarter
ending June 30, 2005, to adjust the carrying value of the Debentures to
$15,000,000.

- In October, 2005 and prior to our emergence from bankruptcy, we received
$6,000,000 in exchange for Convertible Debentures and Common Stock Warrants as
described in footnotes 5 and 13. We recorded a $1,834,092 discount to the
$6,000,000 convertible notes for the value of the warrants and the conversion
features of the notes. Under bankruptcy accounting we are required to state our
liabilities at the amounts we expect to settle. Therefore, we immediately
expensed the $1,834,092 as a carrying value adjustment.

- In conjunction with the $6M financing in October, certain anti-dilution
provisions were triggered in the August, 2004 convertible debentures and the
warrants held by the debenture holders. We recorded an additional discount of
$788,148 for the intrinsic value of the lower conversion price on the remaining
principal as of the date of the October financing. Under bankruptcy accounting
we are required to state our liabilities at the amounts we expect to settle.
Therefore, we immediately expensed the $788,148 as a carrying value adjustment.

- Since we paid our creditors at 100% and modifications to existing contracts
and liability are primarily non-financial in nature, we recorded no gains
related to the bankruptcy for any liability modification.

- Our bankruptcy related expenses consist primarily of professional fees. During
the six months ended March 31, 2006 we incurred $573,229 in bankruptcy related
legal and professional fees. We have segregated these fees in our Statement of
Operations.

- Interest expense recorded related to the bankruptcy filing consists of 3%
annual interest on our pre-petition liabilities and totals $15,720 for fiscal
2005 and $2,841 for the six months ended March 31, 2006.

- We have disclosed the cash payments for reorganization costs as a supplemental
disclosure to our Statement of Cash Flows. Reorganization costs consist
primarily of trustee fees, and professional services.

- We issued common stock in payment of liabilities upon emergence from
bankruptcy. We have disclosed the impact of our share issuances below.

- We determined that we did not qualify for Fresh-Start reporting upon emergence
from bankruptcy.


                                       14
<PAGE>

Since we had emerged from bankruptcy on November 18, 2005, presentation of
Liabilities subject to compromise was not required as of March 31, 2006.
Consistent presentation of liabilities subject to compromise between September
30, 2005 and March 31, 2006 balances are as follows:

                                          Remaining at        September 30,
                                         March 31, 2006           2005
                                         --------------      --------------
Pre-petition Accounts Payable                        --      $    1,180,202
Accrued Officer Compensation             $      255,619(1)          255,619
Accrued disputed balances                       101,000(2)           65,000
Accrued pre-petition interest payable                --              89,286
Accrued pre-petition employee benefits           11,534(3)           35,413
                                         --------------      --------------
Total                                    $      368,153      $    1,625,520


(1) Included as a separate balance sheet line item as of March 31, 2006
(2) Included in Accounts Payable as of March 31, 2006
(3) Included in Accrued payroll as of March 31, 2006

The common stock issued during the six months ending March 31, 2006 for payment
of litigation related and bankruptcy related liabilities consist of:

                                                         Shares issued
                                                         -------------
Litigation settlements                                       7,175,000
Bankruptcy claim settlements                                   287,301
Debenture interest payable to 9/30/05                          259,790
Pre-petition liabilities and other                              59,124
                                                         -------------
Total Bankruptcy related issuances                           7,781,215


The shares represent 6.0% of the shares issued and outstanding as of March 31,
2006. The issuance of these shares had no incremental impact on the loss per
share reported during the quarter ended March 31, 2006.

NOTE 6. EQUITY AND EQUITY-BASED COMPENSATION

On October 1, 2005, the Company adopted SFAS No. 123 (revised 2004), "
Share-Based Payment, " (SFAS No. 123R) which was issued in December 2004. SFAS
No. 123R revises SFAS No. 123, "Accounting for Stock Based Compensation," and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
its related interpretations. SFAS No. 123R requires recognition of the cost of
employee services received in exchange for an award of equity instruments in the
financial statements over the period the employee is required to perform the
services in exchange for the award. SFAS No. 123R also requires measurement of
the cost of employee services received in exchange for an award based on the
grant-date fair value of the award. SFAS No. 123R also amends SFAS No. 95, "
Statement of Cash Flows ," to require that excess tax benefits be reported as
operating and financing cash inflows, rather than as a reduction of taxes paid,
which is included within operating cash flows. The Company adopted SFAS No. 123R
using the modified prospective method. Accordingly, prior period amounts have
not been restated. Under this application, the Company is required to record
compensation expense for all awards granted after the date of adoption and for
the unvested portion of previously granted awards that remain outstanding at the
date of adoption.


                                       15
<PAGE>

On September 27, 2001, the FASB Emerging Issues Task Force (EITF) issued EITF
Issue 96-18 "Accounting for Equity Instruments That are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services"
which requires that equity instruments issued in exchange for services be valued
at the more accurate of the fair value of the services provided or the fair
value of the equity instruments issued. For equity instruments issued that are
subject to a required service period, the expense associated with the equity
instruments is recorded as the instruments vest or the services are provided.
For common stock issued, the fair value is determined to be the closing market
price on the date of issuance. For options and warrants issued or granted, the
Company values the options and warrants on the date of issuance using the
Black-Scholes Merton valuation model. For grants subject to vesting or service
requirements, the expenses is deferred and is recognized over the more
appropriate of the vesting period, or as services are provided.

Key assumptions used in valuing options and warrants issued in the quarter ended
March 31, 2005 are as follows:

Risk Free Rate of Return                3.97%
Volatility                               100%
Dividend yield                             0%

The fair value of the Company's stock-based awards to employees was estimated at
the date of grant using the Black-Scholes Merton option-pricing model
(Black-Scholes), assuming no dividends and using the valuation assumptions noted
in the following table. The risk-free rate is based on the U.S. Treasury yield
curve in effect at the time of grant. The expected life (estimated period of
time outstanding) of the stock options granted was estimated using the
historical exercise behavior of employees and the option expiration date. The
Company's volatility estimate for option grants varies by the year issued. Due
to the lack of an efficient public market in the Company's stock prior to 2003
it was determined that the use of a volatility period that matches the expected
term was not meaningful. Options granted prior to January 1, 2004 had their
volatility based on historical volatility of 181 days. Options granted in fiscal
2004 had their volatility based on one year and options granted in fiscal 2005
had their volatility based on two years. All volatility calculations were made
on a daily basis. The company has valued fiscal 2006 grants using a 3 year
volatility.

Expected term                                            3-7 years
Expected and weighted average volatility                    86.27%
Risk-free rate                                          3.33-4.73%

Classification of Stock-Based Compensation Expense

Stock-based compensation expense in the three and six months ended March 31,
2006 and 2005 are as follows:

Stock-based compensation expense in the three and six months ended March 31,
2006 and 2005 are as follows:

<TABLE>
<CAPTION>
                             Three Months    Three Months   Six Months     Six Months
                                Ended           Ended          Ended          Ended
                               March 31        March 31      March 31       March 31
                                2006            2005           2006           2005
                             ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>
Officer Compensation         $     36,848   $         --   $     73,695   $         --
Selling and marketing               3,158             --          6,317             --
Research and development           23,553             --         38,806             --
General and administrative        108,043             --        174,963             --
                             ------------   ------------   ------------   ------------
Totals                       $    171,602   $         --   $    293,511   $         --
                             ============   ============   ============   ============
</TABLE>


                                       16
<PAGE>

Tax Effect related to Stock-based Compensation Expense

SFAS No. 123R provides that income tax effects of share-based payments are
recognized in the financial statements for those awards that will normally
result in tax deductions under existing tax law. Under current U.S. federal tax
law, the Company would receive a compensation expense deduction related to
non-qualified stock options only when those options are exercised and vested
shares are received. Accordingly, the financial statement recognition of
compensation cost for non-qualified stock options creates a deductible temporary
difference which results in a deferred tax asset and a corresponding deferred
tax benefit in the income statement. Due to the uncertainty surrounding the
future utility of the Company's deferred tax assets, all deferred tax assets are
fully reserved for as of March 31, 2006.

Fair Value Disclosures - Prior to SFAS No. 123R Adoption

Before the adoption of SFAS No. 123R, the Company applied APB Opinion No. 25 to
account for its stock-based awards. Under APB Opinion No. 25, the Company was
not required to recognize compensation expense for the cost of employee stock
options. Had the Company adopted SFAS No. 123 for the first six months of fiscal
2005, the impact would have been as follows:

                                           Three months      Six Months
                                              ended             ended
                                         March 31, 2005    March 31, 2005
                                         --------------    --------------
Net Loss:
As reported                              $   (4,620,938)   $   (8,401,821)
                                         --------------    --------------
Deduct: Total stock-based employee
compensation  expense determined under
the fair value based method for all
awards, net of tax                              (99,425)         (195,385)
                                         --------------    --------------
Pro forma                                $   (4,720,363)   $   (8,597,206)
                                         ==============    ==============
Basic earnings per share:
As reported                              $        (0.04)   $         (0.7)
Pro forma                                $        (0.04)   $         (0.8)
Diluted earnings per share:
As reported                              $        (0.04)   $         (0.7)
Pro forma                                $        (0.04)   $         (0.8)


                                       17
<PAGE>


COMMON STOCK

During the six months ended March 31, 2006 a total of 230,263 shares of the
Company's Common Stock was issued pursuant to exercises of Debenture warrants
originally priced at $1.75 per warrant with a revised exercise price of $1.55
for total cash consideration of $356,908.

During the six months ended March 31, 2006, the Company issued a total of
407,300 shares of common stock pursuant to conversions of $680,191 in principal
of the August, 2004 convertible debt at a conversion price of $1.67 per share.

During the six months ended March 31, 2006, the Company issued a total of
2,451,613 shares of common stock pursuant to conversions of $3,800,000 in
principal of the August, 2004 convertible debt at a conversion price of $1.55
per share.

During the six months ended March 31, 2006, the Company issued a total of
8,088,776 shares of Common stock registered pursuant to Bankruptcy Code 1145 for
satisfaction of the following liabilities:

- 6,500,000 shares were issued on November 18, 2005 to the Acquvest and Koch
litigation parties on November 18, 2005. On October 31, 2005, the Company agreed
to settlement terms with the Acquvest parties litigation. In exchange for a full
release of all liability, the Company agreed to issue 6,500,000 shares of common
stock. The Company recorded an accrual in accordance with SFAS 5 of $12,675,000
on September 30, 2005 to accrue the liability. The value of the settlement was
calculated using a price of $1.95 per share, the closing market price on the day
prior to the settlement date.

- 650,000 shares were issued on November 18, 2005 to the Ascendiant litigation
parties in settlement of litigation claims and pursuant to the order of the US
Bankruptcy court on November 18, 2005. The Company had recorded an accrual of
$1,196,000 as of September 30, 2005. The accrual was valued at the market price
on the day prior to August 10, 2005 which was the date when the substantial
settlement terms were agreed to.

- 25,000 shares were issued on November 18, 2005 to the Shields litigation
parties in settlement of litigation claims and pursuant to the order of the US
Bankruptcy court on November 18, 2005. The Company had recorded an accrual of
$45,500 as of September 30, 2005. The accrual was valued at the market price on
the day prior to the September 2, 2005 settlement date.

- 200,000 shares were issued on November 18, 2005 to American China Technology
Solutions in settlement of a bankruptcy claim and pursuant to the order of the
US Bankruptcy court on November 18, 2005. The shares were valued at $1.77 per
share. The issuance was valued at the market price on the day prior to the
October 7, 2005 settlement. Because the settlement will result in future
services to be provided by ACTS, the company has recorded a prepaid commissions
expense of $354,000 representing commissions on future sales of ACCC cable to
China.

- 87,301 shares were issued on November 18, 2005 to John Nunley in settlement of
a bankruptcy claim and pursuant to the order of the US Bankruptcy court on
November 18, 2005. The Company had recorded an accrual of $125,277 as of
September 30, 2005. The shares were valued at $1.435 per share. The issuance was
valued at the market price on the day prior to the October 1, 2005 settlement.

- 59,124 shares were issued on November 18, 2005 to Composite Support &
Solutions in settlement of a bankruptcy claim and pursuant to the order of the
US Bankruptcy court on November 18, 2005. The Company had recorded an accrual of
$111,744 as of September 30, 2005. The shares were valued at $1.89 per share
which was the fair value of the services provided by the claimant prior to May
5, 2005.

- 259,790 shares were issued on November 9, 2005 for payment of $431,355 in
interest accrued on the August, 2004 $15 million Debentures from April 1, 2005
to September 30, 2005. The $1.66 per share value was calculated as 93% of the 20
day Volume Weighted Average price for the 20 trading days prior to November 1,
2005 and was pursuant to the terms of the Debenture agreement, as amended.

- 233,600 shares were issued on November 15, 2005 to Ryan Lane for services
valued at $362,080 provided in conjunction with the October, 2005 Debenture
financing. The $1.55 per share value was determined as equivalent to the
conversion price of the $6.0 million debentures.

- 73,961 shares were issued on November 3, 2005 to Mike McIntosh in payment of
consulting and intellectual property advisory services valued at $131,577. The
Company had received the services prior to September 30, 2005 and had accrued
for the expenses in Accounts Payable as of September 30, 2005.


                                       18
<PAGE>

During the six months ended March 31, 2006, the Company issued a total of
3,870,972 shares of common stock pursuant to conversions all of the $6.0 million
in principal of the October, 2005 convertible debt at a conversion price of
$1.55 per share. These shares were registered pursuant to Bankruptcy Code 1145.
As an additional incentive to convert the debt and to resolve all other issues
with the holders of the $6.0 million debt, an additional 1,308,142 shares of
unregistered common stock were issued. The unregistered shares were valued at
the market value on the date prior to settlement at $2,250,000, or $1.72 per
share. As appropriate under SFAS 84: induced conversions of convertible debt,
the $2,250,000 was expensed to other expense for the quarter and six months
ending March 31, 2006.

During the six months ended March 31, 2006, the Company issued a total of 78,489
of unregistered shares of common stock valued at $135,000 in exchange for
services rendered in conjunction with the settlement and conversion of the $6.0
million financing entered into in October, 2005.

The unregistered shares issued to induce conversion and the unregistered shares
issued for services rendered both carry "piggyback" registration rights on the
next available stock registration.

STOCK OPTIONS

Stock Plan

On May 15, 2001, TTC established the 2001 Incentive Compensation Stock Option
Plan (the "TTC Plan"). The TTC Plan was administered by the Company's Board of
Directors. Under the TTC Plan, the Board had reserved 4,764,000 shares of common
stock to support the underlying options which may be granted. As part of TTC's
acquisition by CTC on November 3, 2001, the TTC Plan was terminated, and the
options were converted into options to purchase shares of CTC's common stock
pursuant to the 2002 Non-Qualified Stock Compensation Plan (the "Stock Plan").
The number of shares reserved initially under the Stock Plan was 9,000,000. This
number was increased to 14,000,000 on October 24, 2002.

The exercise price of the underlying shares will be determined by the Board of
Directors; however, the exercise price may not be lower than 100% of the mean of
the last reported bid and asked price of the Company's common stock as quoted on
the NASDAQ Bulletin Board or any other exchange or organization. The term of
each option will be established by the Board of Directors at the date of issue
and may not exceed 10 years. The Plan automatically terminates on May 15, 2021
and no options under the Plan may be granted after May 15, 2011.

The following table summarizes the Stock Plan stock option activity for the six
months ended March 31, 2006.

                                                     Average
                                      Number         Exercise
                                    of Options        Price
Outstanding, September 30, 2005      6,167,936      $   0.57
     Granted                         1,525,000      $   1.07
     Exercised                              --
     Cancelled                         123,000      $   2.47
                                    ----------
OUTSTANDING, March 31, 2006          7,569,936      $   0.64
                                    ==========

EXERCISABLE, March 31, 2006          4,279,054      $   0.49
                                    ==========


The weighted-average remaining contractual life of the options outstanding at
March 31, 2006 was 4.38 years. The exercise prices of the options outstanding at
March 31, 2006 ranged from $0.25 to $4.02, and information relating to these
options is as follows:

<TABLE>
<CAPTION>
Range of Exercise   Stock Options    Stock          Weighted Average   Weighted         Weighted Average
Prices              Outstanding      Options        Remaining          Average          Exercise Price of
                                     Exercisable    Contractual Life   Exercise Price   Options Exercisable
                                                    in years           of Options
                                                                       Outstanding
<C>                  <C>             <C>            <C>                <C>               <C>
$0.25-0.49             2,720,432      2,393,388         5.5                $0.30                 $0.30
$0.50-$0.99            2,775,000      1,550,000         5.8                $0.59                 $0.55
$1.00-$1.49              447,504        170,666         5.7                $1.06                 $1.00
$1.50-$1.99               50,000         50,000         0.8                $1.75                 $1.75
$2.00-$2.99              100,000        100,000         0.8                $2.00                 $2.00
$3.00-$5.00               75,000          7,500         0.1                $4.02                 $4.02
                          ------          -----

     Total             7,569,936      4,279,054
                       ---------      ---------
</TABLE>


As of March 31, 2006, there was $2.6 million of total unrecognized compensation
cost related to non-vested share-based compensation arrangements related to
stock options granted under the Plan. That cost is expected to be recognized
over a weighted-average period of 1.9 years.


                                       19
<PAGE>

WARRANTS

The Company issues warrants to purchase common shares of the Company either as
compensation for consulting services, or as additional incentive for investors
who purchase unregistered, restricted common stock or Convertible Debentures.
The value of warrants issued for compensation is accounted for as a non-cash
expense to the Company at the fair value of the warrants issued. The value of
warrants issued in conjunction with financing events is either a reduction in
paid in capital for common issuances or as a discount for debt issuances. The
Company values the warrants at fair value as calculated by using the
Black-Scholes Merton option-pricing model.

The following table summarizes the Warrant activity for the six months ending
March 31, 2006:

                                              Number         Weighted-Average
                                            of Warrants       Exercise Price
                                            -----------       --------------
Outstanding, September 30, 2005                  8,796,383       $1.40
     Granted                                     4,104,839       $1.87
     Exercised                                     380,263       $1.33
     Cancelled                                      58,500       $1.95
                                                ----------       -----
OUTSTANDING, March 31, 2006                     12,462,469       $1.56
                                                ==========

EXERCISABLE, March  31, 2006                    12,462,469       $1.56
                                                ==========


During the six months ended March 31, 2006 380,263 warrants were exercised for
cash proceeds of $506,908 and 58,500 Series R warrants expired unexercised.

We issued 1,354,838 warrants in conjunction with our October, 2005 $6.0 million
Convertible Note offering including 193,548 warrants issued to Lane Capital as
part of their financing fees and 1,161,290 warrants issued to the note holders.
Under the terms of the financing, 50% of the warrants were issued at an exercise
price of $1.78 and 50% at an exercise price of $1.94. We valued the warrants
using the Black Scholes Merton option pricing model with a volatility of 100%, a
risk free rate of 3.97%, a life of 3 years, a 0% dividend rate and a market
price of $1.55 at $0.9452 and $0.9191 for the $1.78 and $1.94 warrants
respectively. The fair value of the warrants issued to the note holders was used
as part of the beneficial conversion feature allocation described in footnote 12
below. The 193,548 warrants issued to Lane Capital were valued at $180,416 and
were included in legal and professional expenses during the quarter.

As a result of the financing, we triggered anti-dilution provisions existing in
our $15 million August, 2004 Convertible Debentures and related warrants. The
warrant exercise prices for the "$1.75 Debenture," "$1.82 Debenture" and "$3.23
Debenture Amendment" warrants were adjusted from their original exercise prices
of $1.75, $1.82, and $3.23 respectively. We accounted for the re-pricing by
calculating the difference in the fair value of the warrants immediately before
the re-pricing to the value of the warrants immediately after the re-pricing. We
used the Black-Scholes Merton option pricing model using the following
assumptions:

Risk Free Rate                                               3.97%
Volatility                                                   100%
Dividend yield                                               0%
Market price                                                 $1.55
Useful life - $1.76 and $1.82 warrants                       2.9 years
Useful life - $3.23 Debenture amendment warrants             3.1 years


The re-pricing resulted in a warrant value difference per warrant of $0.0367,
$0.0487, and $0.2226 for the $1.75, $1.82, and $3.23 warrants respectively
resulting in a compensation charge of $388,692 recorded in fiscal 2006 into
other expense related to modification of warrants.


                                       20
<PAGE>

The following table summarizes the warrants issued, outstanding, and exercisable
as of March 31, 2006:

<TABLE>
<CAPTION>
Warrant Series          Grant Date   Strike Price    Expiration Date      Warrants     Proceeds if    Call
                                                                         remaining      Exercised    feature
<S>                     <C>           <C>            <C>                <C>            <C>           <C>
"Red Guard"              July, 2001         $1.26         July, 2006      1,897,660     $2,391,052      None
2002 Numbered            June, 2002         $0.50         July, 2006         83,333         41,667      None
"December 2003"          Dec., 2003         $2.04     December, 2008        120,000        244,800       (1)
Debenture $1.75           Aug, 2004     $1.55 (4)       August, 2008      1,496,710      2,319,901      None
Debenture $1.82           Aug, 2004     $1.55 (4)       August, 2008      1,726,973      2,676,808      None
Series S                 Sept, 2004         $1.00         July, 2007      1,277,000      1,277,000       (2)
Series T                 Sept, 2004         $1.00         July, 2008        160,000        160,000      None
Series U                 Sept, 2004         $1.83       August, 2008        512,362        937,622       (3)
Debenture Amend           Nov, 2004     $1.55 (4)     November, 2008      1,083,592      1,679,568      None
Oct 2005 $1.78            Oct, 2005         $1.78      October, 2008        677,419      1,205,806      None
Oct 2005 $1.94            Oct, 2005         $1.94      October, 2008        677,419      1,314,193      None
March 2006 $1.55          Mar, 2006         $1.55        March, 2009        750,001      1,162,502      None
March 2006 $2.00          Mar, 2006         $2.00        March, 2009      2,000,000      4,000,000       (5)
                                                                        -----------    ------------
Total                                                                    12,462,469    $19,410,917
</TABLE>


(1) Callable if closing market price is 200% of strike price for 20 consecutive
trading days
(2) Callable if closing market price is 200% of strike price for 5 consecutive
trading days
(3) Callable if closing market price is 200% of strike price for one trading day
(4) Re-priced pursuant to anti-dilution provisions of the October, 2005
debenture offering
(5) Callable if closing market price is 125% of strike price for 10 consecutive
trading days

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2006 consisted of the following:

Manufacturing equipment                               $ 2,978,776
Office Furniture and equipment                            308,130
Leasehold improvements                                    416,479
                                                      -----------
                                                      $ 3,703,385
Less accumulated depreciation                          (1,066,603)
                                                      -----------
Total                                                 $ 2,636,782
                                                      ===========


Depreciation expense was $392,053 and $236,328, for the six months ended March
31, 2006 and 2005 respectively.


                                       21
<PAGE>

NOTE 8 - INVENTORY

Inventories consist of the following:

                                        March 31,         September
                                          2006             30, 2005
                                       -----------       -----------
Raw Materials                          $ 1,272,288       $   473,007
Finished Goods Available for Sale        1,636,973           970,318
FG Inventory allocated for Sale             68,278            24,681
                                       -----------       -----------
Gross Inventory                        $ 2,977,539       $ 1,468,006
Reserve for Raw Materials                 (171,762)         (186,377)
Reserve for FG Inventory                   (48,296)          (48,296)
                                       -----------       -----------
Net Inventory                          $ 2,757,481       $ 1,233,334
                                       ===========       ===========


Inventory allocated for sale includes products that have: i) been shipped to
third parties and is either held for distribution to end-user customers or ii)
is awaiting additional processing by our cable wrapping affiliate.

During 2005, we changed certain raw materials used to produce our ACCC core
product, in particular our composite core resin mixture. During fiscal 2005, we
fully reserved all remaining raw materials that are not returnable to vendors
and which are not currently used in production during fiscal 2005.

During 2005, we fully reserved for partial reels of completed ACCC core that are
not currently able to be wrapped by our existing cable wrapping partner due to
the reel length.

NOTE 9 - CONTRACT RIGHTS

The Company has certain rights to technology developed outside of the company.
The technology is carried at $0 on the balance sheet.

In 2003, the Company and W.B.G., Inc. ("WBG") were involved in litigation
regarding the interpretation and enforcement of a License Agreement dating from
2001. The lawsuits were settled amicably in February 2003, resulting in a
revised License Agreement between W. Brandt Goldsworthy & Associates, Inc.
("WBGA") and CTC. The new License Agreement (the "New License Agreement")
supersedes the previous License Agreement and grants CTC the exclusive license
for use of any components in CTC's Aluminum Conductor Composite Core ("ACCC")
products that include items contained in patent claims granted to WBGA by the
United States Patent and Trademark Office (the "USPTO").

The Company also has a non-exclusive license for any other pultruded composite
core electrical cable designs characterized by WBGA as CRAC-1. The New License
Agreement bears a 2% royalty on net sales revenues for that component of ACCC
using any patent claim issued to WBGA and a 1% royalty for any component of the
CRAC-1 technology, if any, used by CTC, provided WBGA is granted valid patent
claims by the USPTO. As of September 30, 2005, no such claims have been granted
by the USPTO.. The duration of the New License Agreement is for the life of any
patent granted to WBGA by the USPTO for the specific technologies licensed
therein.


                                       22
<PAGE>

NOTE 10 - COMMITMENT AND CONTINGENCIES

LEASES

In January 2004, the Company entered into a seven-year lease agreement for a
combination manufacturing and office facility in Irvine, California for minimum
monthly payments of $73,584. This base rent increases by $3,154 per month on
each January 1 anniversary.

The Company leases office equipment with a minimum payment of $1,395 per month.
Leases expire through December 2010.

Rent expense was $488,991, and $450,965, for the six months ended March 31, 2006
and 2005, respectively. Future minimum operating lease payments at March 31,
2006 were as follows:

Year ending March 31,                      Operating Leases

2007                                       $   1,002,901
2008                                           1,040,744
2009                                           1,064,098
2010                                           1,087,178
Thereafter                                 $     833,754

In May 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 of $16,441 per month 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 subject to a minimum of 10% and a maximum of 20% of the capitalized cost.
The company recognized a gain in the amount of $59,045 from this transaction has
deferred the gain and is amortizing the deferred gain to income over the period
of the initial lease term.

In June 2004, the Company entered into a $300,000 equipment lease with the same
company financing the sale leaseback, above. The Company received $131,421 which
was net of a 10% security deposit ($30,000) and direct payment to one vendor
($126,750) and less advance payments. The Company is to make payments of $9,864
per month for 36 months. The terms, at the end of the lease, are the same as
above sale leaseback.

During 2005, the Company purchased $455,960 in equipment through a
sale-leaseback and direct vendor payment financing with the same company used to
finance equipment in 2004. The Company received $208,570 in cash through the
sale-leaseback and had $247,390 paid directly to third part vendors and recorded
a $13,862 loss on the sale-leaseback transaction. The Company paid a 10%
security deposit for the equipment leased and is to make payments of $13,177 per
month for 42 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 subject
to a minimum of 10% and a maximum of 25% of the capitalized cost.

Future minimum capital lease payments under the new leases at March 31, 2006
were as follows:

12 months ending March 31
2007                                              $ 481,291
2008                                                201,177
2009                                                 32,369
Thereafter                                               --
                                                  ---------
Total Payments                                    $ 714,837
Less:  Amounts representing interest                (64,755)
                                                  ---------
Fair Value of Capital Leases                      $ 650,082
                                                  ---------
Less Current Portion                               (426,321)
                                                  ---------
Non Current Portion                               $ 223,761


                                       23
<PAGE>

Property and equipment under capital leases consisted of the following at March
31, 2006:

Machinery and Equipment                             $1,282,339
Accumulated Depreciation                              (677,227)
                                                    ----------
Net Property and Equipment                          $  605,112


PROFESSIONAL SERVICES AGREEMENTS

The Company has entered into various consulting agreements for professional and
product development services as follows:

o A contract with two professional services corporations for legal, intellectual
property, and business advisory consulting services at a rate of $500,000 per
year, payable at the Company's option in cash or in registered common stock. In
fiscal 2005, the entity was issued 150,000 shares of stock registered under form
S-8 in fiscal 2005 for services valued at $325,769. This agreement commenced in
March 2002, expired in March 2005 and was extended for three years to March,
2008. The initial agreement also contained the granting of options to purchase
up to 1,000,000 shares of common stock pursuant to a Registration Statement
under the Securities Act of 1933 on Form S-8 at a price of $0.10 per share. The
options vested in pro-rata equal segments in April 2002, January 2003, and
January 2004. The options were exercised in fiscal 2005 for cash. Subsequent to
quarter end, on January 6, 2006 the principal owner of the two professional
services corporations, Michael McIntosh, was appointed a Director of the
Company. See also related party disclosure in footnote 10.

o A finder's fee agreement for capital financing with an unrelated party was
agreed to in August 2004. This entity was paid $717,500 in August 2004 and
$307,500 in December 2004. The contract is complete as of December 22, 2004.

OTHER COMMITMENTS

Letter of Intent

On February 28, 2006, the Company entered into a letter of intent (the "Letter")
with EU Energy plc, a United Kingdom corporation ("EU Energy") and stockholders
holding more than 70% of EU Energy share capital ("Major EU Energy
Stockholders"), by which the parties have agreed to negotiate in good faith
towards execution of a mutually satisfactory agreement with respect to the
Company's proposed acquisition of the entire share capital of EU Energy.

Subject to the terms and conditions of the Letter, the total purchase price will
be approximately USD $60.7 million to be paid by the Company by issuing
one-and-a-half share of unregistered, restricted common stock of the Company for
each outstanding share of capital stock of EU Energy. Based on EU Energy's
representation that it has no more than 26,113,110 shares of capital stock
outstanding, the Company expects to issue 39,169,665 shares of its common stock
in the proposed acquisition. The deemed price for the Company's common stock is
USD $1.55 per share.


                                       24
<PAGE>

Should the parties enter into a definitive, legally binding, written agreement
("Definitive Agreement"), each Major EU Energy Stockholder, officer and director
of EU Energy will be required to sign a lock-up agreement prohibiting any sales,
transfers or other dispositions of their shares for a period of 12 months
following the closing of the proposed acquisition, except for estate planning
purposes and sales that constitute the lesser of 5% of his shares or 500,000
shares during any calendar quarter of the 12-month lock-up period on a
cumulative basis. In addition, no Major EU Energy Stockholder, officer and
director of EU Energy may transfer more than 1,500,000 shares during any
calendar quarter.

Commencing on February 28, 2006, the Company and its advisors are entitled to
conduct a reasonable investigation of information and materials related to EU
Energy's financial, business and legal condition, which terminates 45 days
thereafter, unless the Company and EU Energy agree to extend this due diligence
period.

The Letter provides that the proposed acquisition will be subject to several
closing conditions, including but not limited to obtaining, to the extent
required, consents or approvals of shareholders (to the extent applicable),
governmental bodies, lenders, lessors and other third parties and compliance
with other legal or contractual requirements for or preconditions to the
execution and consummation of the Definitive Agreement, absence of material
pending or threatened litigation relating to EU Energy or its respective
material assets, business and liabilities or the Definitive Agreement,
satisfactory completion of the Company's due diligence investigation, no
material adverse change in the business, properties, financial condition or
prospects of EU Energy or its respective businesses and assets shall have
occurred, evidence that the proposed acquisition will not materially affect the
terms of EU Energy's existing contracts, execution of [five]-year
non-competition agreements by and between each Major EU Energy Stockholder and
officer and director of EU Energy, on the one hand, and the Company, on the
other, and delivery of closing certificates and other documentation, including
without limitation, legal opinion of EU Energy's counsel.

Subject to the terms and conditions of the Letter, EU Energy agrees that, for
the period of time from February 28, 2006 to May 29, 2006, unless automatically
extended for 30 days if EU Energy's audit of its fiscal year ended March 31,
2006 is delayed, the Major EU Energy Stockholders and EU Energy shall not, and
shall cause its affiliates, officers, directors, employees or other agents to
not, directly or indirectly, take any action to encourage, solicit or initiate
any offer or proposal for, or indication of interest in, any acquisition of EU
Energy or any of its assets (other than in the ordinary course of business),
whether by way of a merger, consolidation, or other business combination, or the
acquisition of fifteen percent or more of EU Energy's voting securities (on a
fully-diluted bases) ("Alternative Proposal") or respond to, continue, initiate
or engage in discussions or negotiations concerning any Alternative Proposal
with, or disclose in connection with any Alternative Proposal any non public
information relating to EU Energy or afford access to the properties, books or
records of EU Energy to, any person, corporation, partnership, limited liability
company or other entity (except the Company and its representatives). In
addition, during this period, the Major EU Energy Stockholders and EU Energy
shall provide to the Company with notice of and copies of any Alternative
Proposal received by such Major EU Energy Stockholder or EU Energy (or a summary
of the terms thereof in the case of oral proposals) not later than twenty-four
hours after receipt.


                                       25
<PAGE>

The Company and EU Energy further agreed pursuant to the terms of the Letter
that Michael Porter will continue to serve as Chief Executive Officer of EU
Energy, which will be operated as a wholly-owned subsidiary of the Company after
the closing of the proposed acquisition, and that Mr. Porter will be appointed
to serve on the Company's board of directors. In addition, prior to and as a
condition to closing of the proposed acquisition, EU Energy will complete an
audit of all necessary financial statements in accordance with generally
accepted accounting principles applicable in the UK and Germany and also
reported in the United States of America.

The Company and EU Energy agreed to each be solely responsible for their own
respective expenses incurred in connection with the Letter or pursuing or
consummating the Definitive Agreement, the proposed acquisition and the
transactions contemplated thereby.

Unless the Letter is automatically extended for a 30-day period if the closing
of the proposed acquisition cannot occur due to delays with the audit of EU
Energy's financial statements for its fiscal year ended March 31, 2006, the
Letter terminates as follows: 90 days after the date of acceptance of this
Letter without any further action by the parties, at any time by mutual written
consent of both parties, upon the closing of the proposed acquisition, or by
either the Company or EU Energy by written notice to the other party if there
has been a material breach of this Letter by the other party.

BANKRUPTCY AND OTHER CONTINGENCIES

Under our Chapter 11 Bankruptcy filing dated May 5, 2005 the Bankruptcy Court
established August 9, 2005 as the bar date for the filing of claims for
liabilities or damages that existed prior to May 5, 2005. Substantially all
claims filed have been resolved as of the end of December, 2005. Excluding items
listed in the litigation Footnote 10, we have three remaining unresolved claims
relating to our Chapter 11 Bankrutpcy filing as of March 31, 2006.

A claim was filed by Patricia vanMidde for 250,000 shares of the Company's
common stock. VanMidde, a former consultant to the Company, claims that the
Company did not issue 250,000 shares of common stock alleged to have been
promised in 2004 for services rendered. The Company represents that there was no
promise of such a share issuance and believes the claim to be without merit. If
the claim is awarded in its entirety, the Company would be obligated to issue
the shares and record an expense based on the market price of the stock on the
date of issuance. The Company has not recorded an accrual because any potential
judgment or settlement is neither probable nor reasonably estimable.

A claim was filed by Zenith Insurance Company "Zenith" for $157,323 based on the
results of a workers compensation inquiry for the time period of July, 2004 to
January, 2005 representing additional workers compensation premiums due Zenith
by the Company. . Zenith and the Company have agreed to resolve the issue
through the State of California Workers Compensation Rating Bureau of California
(WCRB) appeals process and to cap any award or resolution at the original claim
amount of $157,323. In February, 2006 the Company received a favorable rating
from the WCRB and Zenith issued a revised invoice for $100,120 which is included
in accounts payable as of March 31, 2006. The Company expects to pay this
balance in cash beginning in May, 2006.


                                       26
<PAGE>

During the bankruptcy proceedings before the Judge, the holders of the $15
million August, 2004 Debentures reserved their right to make a claim in the
Bankruptcy against the Company for `liquidated damages' allegedly resulting from
a delay in the registration of the common shares issuable in the event the
Debentures and warrants were converted. The claim, under the terms of the
original Debenture agreement, would encompass damages of 2% per month of the
remaining principal plus interest at 18% per annum covering the time period from
July 1, 2005 to August 19, 2005. The Company has calculated the potential
damages at approximately $480,000. The Company believes that no damages are due
under this potential claim principally because the registration was delayed as a
result of questions relating to the bankruptcy and thus the shares could never
have been registered on time. Delays due to the bankruptcy were expressly
excluded under the revised Debenture agreement. The Company maintains that no
actual damages were caused to the Debenture holders and no accrual has been
recorded as of March 31, 2006 as any finding is neither probably nor reasonably
estimable. A hearing in front of the bankruptcy court is scheduled for June,
2006.

NOTE 11 - LITIGATION

Tarbox v. Paul Koch, Acquvest, and Composite Technology Corporation (OCSC Case
No. 04CC10345):

On October 13, 2004, Michael Tarbox ("Tarbox") filed an action in Orange County
Superior Court (Case No. 04-CC-10345) against Paul Koch, Acquvest, CTC and Doe
Defendants. Tarbox alleges that Koch made fraudulent transfers to Acquvest and
the Doe Defendants for the purpose of avoiding the debt owed to Tarbox. Tarbox
alleges that CTC securities were intended to serve as security for a debt owed
by Koch to Tarbox. Tarbox alleges that Koch was not a bona fide purchaser of the
CTC securities since they received such securities for the benefit of Tarbox.
Tarbox further alleges that CTC breached an agreement to pay him a finder's fee
in connection with investments made by Koch, since the finder's fees was given
to Koch for the benefit of Tarbox. Tarbox alleges that CTC's breach has caused
him to suffer damages in excess of $750,000. On November 14, 2004, CTC filed a
demurrer to the Complaint, and the other defendants also filed a demurrer. The
Court granted leave to amend, and Tarbox then filed an amended Complaint. A
demurrer filed by the other Defendants was granted on February 22, 2005, and
Tarbox was again granted leave to amend. Tarbox filed a Second Amended
Complaint. CTC has answered to Second Amended Complaint. However, since CTC
delivered to Koch the finder's fee which Tarbox might have otherwise been
entitled to, on April 11, 2003, Tarbox executed a written release, whereby
Tarbox released CTC of any obligation to pay him a finder's fee in connection
with the introductions made to Paul Koch and Acquvest, Inc. Concurrent with the
Bankruptcy filing, the claim was removed to the Bankruptcy Court. On August 9,
2005 Tarbox filed a proof of claim asserting a right to shares and warrants in
CTC securities. On April 13, 2006, CTC and Tarbox agreed to settle all
outstanding claims and provide for a full release between CTC and Tarbox for
$100,000 payable in cash in equal monthly installments commencing on entry of
the approval of the settlement by the Bankruptcy court. The Company has accrued
this balance in accounts payable as of March 31, 2006.


                                       27
<PAGE>

NOTE 12 - RELATED PARTIES

The Company currently has contracts with two companies owned by its director,
Michael McIntosh: a legal services agreement with The McIntosh Group (TMG) for
legal and intellectual property services and a consulting agreement with
Technology Management Advisors, LLC (TMA) for strategic business advisory
services related to technology and international patent and intellectual
property filings. The agreements were executed on March 1, 2002 for a term of
three years and were renewed in March, 2005 for an additional three years
expiring on February 29, 2008. Each contract provides for payment of service
fees of $250,000 per annum plus out of pocket expenses. The contracts expire on
February 29, 2008.

Prior to March 1, 2005, the Company had one contract with TMA dating from March,
2002 for $500,000 per annum plus incidental and patent related expenses and
subcontracted the legal and intellectual property expenses to TMG. The 2002 TMA
contract was to have expired on March 31, 2005 but was cancelled effective to
February 28, 2005 by the execution of the contracts listed above.

We recorded consulting fees of $125,000 and $250,000 for the three and six
months ended March 31, 2006 respectively. We also paid $14,701 and $25,997 of
reimbursable expenses for the three and six months ended March 31, 2006,
representing pass-through expenses for patent and intellectual property related
fees. All of these expenses were recorded to Research and Development expenses
for the respective time periods.

As of March 31, 2006 the Company had outstanding balances due to TMA and TMG of
$24,299 and $22,633 respectively.

In March, 2005 we issued 150,000 shares of the Company's common stock to Michael
McIntosh, registered under an S-8 registration statement, in partial payment of
balances due by the Company to TMA and TMG. The Company valued the stock issued
at $325,769 and applied this balance to the balances due TMA and TMG for work
performed through July, 2005.

In May, 2005, Michael McIntosh exercised 1,000,000 options granted in March,
2002 with an exercise price of $0.10 per share. The options were fully vested as
of September 30, 2004 and the Company had previously recorded expense of
$513,000 prior to fiscal 2005. Mr. McIntosh was the beneficial owner of these
shares as of March 31, 2006.

In November, 2005 we issued 73,961 shares of the Company's common stock to
Michael McIntosh, registered under Section 1145 of the Bankruptcy Code for
payment of $131,577 outstanding to TMA and TMG and applied this balance for work
performed through September 30, 2005.


                                       28
<PAGE>

NOTE 13 - CONVERTIBLE DEBT

The Company has issued three series of Convertible Debt, each described in
greater detail below. The beneficial conversion feature and the detachable
warrants issued for each series was evaluated under SFAS 133 and EITF 00-19 and
the related SEC and AICPA guidance. Based on the nature of the financial
instruments, management determined that all derivative instruments and
conversion features related to the three series of Convertible Debt should be
accounted for as equity instruments.

A. August, 2004 Convertible Debentures:

On August 17, 2004, CTC closed a financing transaction in which it sold 6%
convertible debentures (the "August, 2004 Debentures") to select institutional
accredited investors, in order to raise a total of $15,000,000. We received
$5,000,000 upon closing and $10,000,000 was deposited into a Custodian Account
to secure repayment of the Debentures. The Debentures will mature on August 17,
2007. The investors may convert the Debentures into our common stock for $1.67
per share, subject to adjustment (the "Conversion Price").

Concurrent with the debenture financing in August, 2004, the investors also
received warrants to purchase an aggregate of 3,453,947 shares of common stock,
50% of which are at an exercise price of $1.75 per share and the balance of
which are at an exercise price of $1.82 per share. The combined value of the
allocated conversion features of the Debentures and the value allocated to the
warrants issued was $6,364,063 which was recorded as paid in capital and as a
discount to the Convertible Debentures.

On November 18, 2004 we obtained the release of the $10,000,000 from the
custodial account by modifying the terms of the original August, 2004 agreement.
In conjunction with the modification, we issued 1,083,592 warrants with an
exercise price of $3.23 per warrant valued using the Black-Scholes Merton option
pricing model at $1.84 per warrant. We determined that this issuance did not
affect the fair value of the beneficial conversion feature of the August, 2004
debentures and we recorded $1,993,523 as additional debt discount that will be
amortized over the remaining term of the debentures. See also restatement
footnote 3. Until our May 5, 2005 bankruptcy filing, the discount had been
amortized to interest expense over the expected duration of the Convertible
Debentures which are scheduled for repayment in August, 2007. On May 5, 2005
pursuant to the requirement under Bankruptcy accounting (AICPA SOP 90-7) we
adjusted the carrying value of our Debentures to their face value of
$15,000,000. This resulted in a non-cash charge to earnings for $6,477,455. The
charge reduced the prospective monthly amortization of the debt discount to $0.

Between August 19, 2005 and September 30, 2005 the holders of the convertible
debentures converted a total of $4,139,558 of principal to 2,478,777 shares of
Common Stock at a conversion price of $1.67 per share. Between October 1, 2005
and December 31, 2005, the holders of the convertible debentures converted a
total of $4,480,191 of principal as follows: $3,800,000 of principal was
converted at $1.55 per share into 2,000,000 shares of common stock $680,191 of
principal was converted at $1.67 per share into 858,913 shares of common stock.

On October 14, 2005, as a result of certain anti-dilutive provisions in the
August, 2004 Debenture agreements (as amended), the conversion price decreased
from $1.67 per share to $1.55 per share. On October 13, 2005, the conversion
price decrease resulted in an increase of the "if converted" of 471,945 shares.
The company recorded an additional debt discount of $788,148 calculated as the
value of the additional shares issuable at the revised conversion price
multiplied by the original $1.67 conversion price. Under bankruptcy accounting,
the Company immediately recorded a carrying value adjustment of $788,148 to
reduce the debt discount to $0.


                                       29
<PAGE>

B. October, 2005 Convertible Notes

On October 13, 2005, CTC closed a financing transaction in which it sold 6%
convertible notes (the "October, 2005 Notes") to select institutional accredited
investors, in order to raise a total of $6,000,000. The Notes bear interest at
6% and will mature on January 14, 2007. The Notes are redeemable by the Company
for 110% of the principal outstanding. The investors may convert the Notes into
our common stock for $1.55 per share (the "Conversion Price") at any time prior
to maturity or redemption by the Company.

Concurrent with the issuance of the notes, the investors also received warrants
to purchase an aggregate of 1,161,290 shares of common stock, 50% of which are
at an exercise price of $1.78 per share and the balance of which are at an
exercise price of $1.94 per share. The combined value of the allocated
conversion features of the Notes and the value allocated to the warrants issued
was $1,834,092 which was recorded as paid in capital and as a discount to the
Convertible Notes. Under bankruptcy accounting, the Company immediately recorded
a carrying value adjustment of $1,834,092 to reduce the debt discount to $0.

In conjunction with this note issuance, on October 14, 2005, the Company issued
232,258 shares of common stock for services valued at $360,000 to Lane Capital
for services rendered to broker the convertible notes. Lane Capital also
received warrants to purchase 96,774 shares of common stock at $1.78 per share
valued at $0.9452 per warrant and warrants to purchase 96,774 shares of common
stock at $1.94 per share valued at $0.9191 per warrant under the same terms as
the warrants issued to the investors. The warrants were valued using the
Modified Black-Scholes-Merton option pricing model at an aggregate value of
$180,416. The key assumptions to value the warrants were a volatility of 100%, a
risk free rate of 3.97%, a market price of $1.55 a life of three years, and a 0%
dividend yield.

On January 30, 2006 in exchange for the issuance of 1,308,140 shares of
restricted common stock , valued at the market price of $1.72 per share or
$2,250,000 the holders of the October, 2005 Convertible notes converted the
entire principal balance of $6,000,000 at $1.55 per share, and agreed to certain
modifications in the Note Purchase Agreement and the related Warrant Agreements.
The Company recorded a charge of $2,250,000 into Legal, Professional, and
Consulting expense as a result of this transaction in accordance with SFAS 84
"Induced conversions of convertible debt."

Lane Capital Management provided services to facilitate this transaction and was
paid $135,000 in 78,489 shares of restricted stock valued at the market price of
$1.72 per share.

C. March, 2006 Bridge Financing

On March 3, 2006, the Company closed a financing transaction in which it sold
14% convertible notes (the "March, 2006 Bridge Notes") to select institutional
accredited investors, in order to raise a total of $3,500,000. The Bridge Notes
bear interest at 14% payable monthly in arrears and will mature on September 3,
2006. The investors may convert the Bridge Notes into our common stock for $1.55
per share (the "Conversion Price") at any time prior to maturity or redemption
by the Company. The notes are redeemable by the Company for 110% of the
principal outstanding if the underlying conversion shares are not registered for
resale or at 100% of the principal outstanding if the underlying conversion
shares have been declared registered for resale by an effective registration
statement with the Security & Exchange Commission.

Concurrent with the issuance of the Bridge Notes, the investors also received
detachable warrants to purchase in the aggregate of 2,750,000 shares of common
stock, 750,000 of which are at an exercise price of $1.55 per share and
2,000,000 of which are at an exercise price of $2.00 per share. In conjunction
with this note issuance, the Company paid Lane Capital $180,000 for services
rendered.

The combined allocated fair value of the conversion features of the Bridge Notes
and the value allocated to the warrants issued was determined to be $1,956,526
which was recorded as a discount to the Convertible Bridge Notes. A total of
$294,531 was amortized to interest expense for the three and six months ended
March 31, 2006.


                                       30
<PAGE>

NOTE 14 - SUBSEQUENT EVENTS

On April 13, 2006, the Company resolved all outstanding issues with Michael
Tarbox by agreeing to settle all outstanding claims and provide for a full
release between CTC and Tarbox for $100,000 payable in cash in equal monthly
installments commencing on entry of the approval of the settlement by the
Bankruptcy court. The Company has accrued this balance as an accrued litigation
settlement as of March 31, 2006.

On April 26, 2006, the Company agreed to terms with Zenith Insurance Company
regarding their bankruptcy claim. The revised balance due was calculated based
on a revised classification obtained from the Workers Compensation Rating
Bureau. The Company expects to pay the balance due beginning in May, 2006 and
has recorded an accrual of $101,000 in accounts payable as of March 31, 2006.


                                       31
<PAGE>

ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

You should read the following discussion and analysis of our financial condition
and results of operations together with our interim financial statements and the
related notes appearing at the beginning of this report. The interim financial
statements and this Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with the financial
statements and notes thereto for the year ended September 30, 2005 and the
related Management's Discussion and Analysis of Financial Condition and Results
of Operations, both of which are contained in our Annual Report on Form 10-K
filed with the Securities and Exchange Commission on December 13, 2005.

The following discussion and other parts of this Form 10-Q contain
forward-looking statements that involve risks and uncertainties. Forward-looking
statements can be identified by words such as "anticipates," "expects,"
"believes," "plans," and similar terms. Our actual results could differ
materially from any future performance suggested in this report as a result of
factors, including those discussed in "Factors That May Affect Future Operating
Results" and elsewhere in this report and in our Annual Report on Form 10-K for
the fiscal year ended September 30, 2005. All forward-looking statements are
based on information currently available to Composite Technologies and we assume
no obligation to update such forward-looking statements, except as required by
law. Service marks, trademarks and trade names referred to in this Form 10-Q are
the property of their respective owners.

OVERVIEW

We develop and market composite related products for the electrical utility
industry and provide engineering, product design, and other services related to
the design and installation of our products to the global electrical utility
industry that are designed to improve the performance and capacity of
transmission and distribution electrical grids. Our principal product is our
proprietary patent pending composite reinforced conductor known as Aluminum
Conductor Composite Core, or ACCC cable. Our ACCC cable is designed to transmit
more power than conventional cables of the same diameter, create energy savings
through less line losses under comparable operating conditions, and
significantly reduce sag caused by overheating due to power overloads. We
believe that ACCC cable enables utility companies, power producers and
transmission or distribution owners to easily replace transmission lines using
standard installation techniques and equipment without modification to existing
towers and in many cases avoid the deployment of new towers and the
establishment of easements, all of which may be costly, time consuming,
controversial and harmful to the environment.

ACCC cable is now commercially available for sale in the U.S. and Canadian
markets through a strategic partnership with an existing cable manufacturer,
General Cable Industries, Inc., and worldwide, on a limited basis, directly from
the Company. To date, we have made successful commercial sales in the United
States and China.

Our marketing strategy for ACCC is to penetrate the domestic U.S. and Canadian
markets through our strategic partnership with General Cable and to negotiate
similar partnerships globally to market the product internationally. Our product
and production development strategy is to develop and market follow-on products
serving the utility industry using our proprietary composite materials
technologies by taking initial concepts to commercially promising prototype,
then moving to small scale production, making relevant product modifications to
optimize the combination of manufacturability and performance. Following
optimization, pilot production is organized to mimic factory conditions under
close monitoring. During this process, the optimal commercial production
parameters and product design are documented so that the technology will be
available for licensing or transfer to third parties or subsidiaries in a full
scale factory launch.

At the beginning of the first quarter of our fiscal year ended September 30,
2005, on October, 2, 2004, our wholly-owned subsidiary, CTC Cable Corporation,
entered into two separate agreements for the manufacture and distribution of our
proprietary ACCC cable with General Cable Industries, Inc., the principal U.S.
operating subsidiary of General Cable Corporation.


                                       32
<PAGE>

Under the Purchase Agreement, General Cable has been granted exclusive
manufacturing rights to wrap, or apply aluminum strand around our ACCC composite
core, providing a finished ACCC conductor cable in Canada and the U.S. to be
installed and operated in the U.S. and Canada. Pursuant to the terms of this
agreement, we have agreed to purchase articles, materials, services or equipment
from General Cable for the manufacture of ACCC conductor cable at prices no
higher than prices that General Cable would provide to its best commercial
customer, subject to General Cable's right to modify prices upon material
increases in any of General Cable's raw material costs. General Cable has agreed
to certify that its materials, equipment and services covered by the purchase
orders comply with the utility cable industry standard specifications and
manufacturing processes as well as our specifications. It also warrants for a
time period of 12 months after installation, excluding all other warrants, that
the wrapped products sold under the purchase orders will meet government
approved specifications in the U.S. or Canada and will comply with all
specifications and standards agreed upon with CTC in writing. This warranty is
not effective more than 20 months from the date of our invoice covering the
products. Under the terms of this agreement, General Cable's liability is
limited to replacement of any wire or cable that does not substantially meet the
manufacturing specifications or fails during normal use within one year from the
date of installation and such failure was caused by defects in material or
workmanship at time of shipment. Our liability is limited to replacement of
products within the warranty period that are defective due to failure of the
core to meet applicable specifications or failure to perform as part of a
finished product. The agreement terminates on December 31, 2007, unless
terminated earlier in the event General Cable is unable to supply products or we
are unable to accept delivery of products due to causes beyond our or General
Cable's control.

Under the Distribution Agreement, General Cable is appointed a non-exclusive
distributor for the marketing and sale of all ACCC cable wrapped by General
Cable that conform with applicable industry standards for the U.S. and Canadian
markets only. Pursuant to the terms of the agreement, General Cable has agreed,
at its expense, to assist CTC in promotional and marketing activities in the
U.S. and Canada, coordinate its sales efforts with CTC and establish and
maintain a place of business as necessary to provide customer support and
marketing coverage in the U.S. and Canada. The agreement grants General Cable a
license to use trademarks and trade names used by CTC for the term of the
agreement. This agreement terminates on December 31, 2007 and automatically
renews from year to year, unless either party gives prior written notice of
non-renewal or earlier termination pursuant to the terms of the agreement.
General Cable has the right to terminate the agreement at any time without cause
upon 90-day prior written notice. General Cable or CTC may terminate the
agreement upon uncured breach by the other party or in the event General Cable
is unable to supply products or we are unable to accept delivery of products due
to causes beyond our or General Cable's control. The agreement automatically
terminates in the event of either party's bankruptcy or insolvency, or if
performance is impossible or commercially impracticable.

These agreements represent the conclusion of the initial phase of the
introduction of our bare overhead conductor ACCC product range in that they
provide the framework for the products to be made available in commercial
quantities produced by General Cable. We believe the General Cable relationship
provides an important level of comfort to customers regarding the stability of
supply and consistency and viability of production since they are an established
manufacturer and distributor with long standing market relationships. The
agreements also mark the beginning of a new phase of our operations in which the
focus will be on production of the core for supply to cable manufacturers
worldwide and sales of the ACCC products to end users.

In addition, we provide consulting services relating to the planning of overhead
electrical transmission power lines and utility services, including undertaking
preliminary feasibility analysis and strategic advice regarding location and for
scope as well as advice regarding the establishment of production facilities for
the production of products used in the Electrical Transmission Industry. We
currently, however, are not concentrating our efforts to increase our consulting
business and instead are focused on the commercialization of the ACCC Cable.


                                       33
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
is based upon the condensed consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities as of the date
of the financial statements, and the reported amounts of revenue and expense
during the periods. These estimates are based on historical experience and
various other assumptions that we believe to be reasonable under the
circumstances. We have identified those critical accounting policies used in
reporting our financial position and results of operations based upon a
consideration of those accounting policies that involve the most complex or
subjective decisions or assessment. We consider the following to be our critical
policies.

TITLE 11 BANKRUPTCY

The accompanying Consolidated Financial Statements have been prepared on a going
concern basis, which assumes continuity of operations and realization of assets
and satisfaction of liabilities in the ordinary course of business. Balances
pertaining to activities or reporting periods prior to the date of our emergence
from bankruptcy on November 18, 2005 are accounted for in accordance with AICPA
SOP 90-7. For those balances, all pre-petition liabilities subject to compromise
have been segregated in the Consolidated Balance Sheets and classified as
Liabilities Subject to Compromise, at the estimated amount of allowable claims.
Liabilities not subject to compromise are separately classified as current and
non-current.

Revenue Recognition

Revenues are recognized based on guidance provided in the Securities and
Exchange Commission (SEC) Staff Accounting Bulletin No. 104 "Revenue Recognition
in Financial Statements," as amended (SAB 104). Accordingly, our general revenue
recognition policy is to recognize revenue when there is persuasive evidence of
an arrangement, the sales price is fixed or determinable, collection of the
related receivable is reasonably assured, and delivery has occurred or services
have been rendered.

The Company derives, or seeks to derive revenues from two sources:

(1) Product revenue which includes revenue from the sale of composite core,
wrapped composite core, and other electric utility related products.

(2) Consulting revenue, which includes engineering, product design, and service
fees that we receive under customer agreements related to the installation and
design of our product sale solutions.

In addition to the above general revenue recognition principles prescribed by
SAB 104, our specific revenue recognition policies for each revenue source are
more fully described below.

PRODUCT SALES. Product revenues are generally recognized when product shipment
has been made and title has passed to the end user customer. Product revenues
consist primarily of revenue from the sale of: (i) wrapped composite core to
utilities either sold directly by the Company or through our distributor, ii)
composite core sold to a cable wrapping partner not subject to a distributor
agreement and where title passes to the partner, or iii) cable core hardware
sold to utility companies. For most product sales, we expect that the terms of
sales generally will not contain provisions that will obligate us to provide
additional products or services after installation to end users.. We recognize
revenue: (i) upon shipment when products are shipped FOB shipping point or (ii)
upon delivery at the customer's location when products are shipped FOB
destination.

CONSULTING REVENUE Consulting revenues are generally recognized as the
consulting services are provided. We have entered into service contract
agreements with electric utility and utility services companies that generally
require us to provide engineering or design services, often in conjunction with
current or future product sales. In return, we receive engineering service fees
payable in cash. For multiple element contracts where there is no vendor
specific objective evidence (VSOE) that would allow the allocation of an
arrangement fee amongst various pieces of a multi-element contract, fees
received in advance of services provided are recorded as deferred revenues until
additional operational experience or other vendor specific objective evidence
becomes available, or until the contract is completed.


                                       34
<PAGE>

During its history, the Company has entered into revenue bearing contracts of a
long term (greater than one year) duration. Due to a lack of operational history
resulting in low reliability of estimates on interim rates of completion of such
contracts, revenues associated with long term contracts are recognized on the
completed-contract method of accounting. Under this method, billings and costs
are accumulated during the period of installation, but no revenues are recorded
before the completion of the work. Costs of revenues are capitalized and are
recorded in other current assets. Provisions for estimated losses on uncompleted
contracts are made at the time such losses are determined. Operating expenses,
including indirect costs and administrative expenses, are charged as incurred to
periodic income and not allocated to contract costs.

Stock-Based Compensation

Prior to September 30, 2005, we accounted for employee stock option plans based
on the intrinsic value method in accordance with Accounting Principles Board
(APB) Opinion No. 25, " Accounting for Stock Issued to Employees," and related
Interpretations and had adopted the disclosure requirements of SFAS No. 123, "
Accounting for Stock-Based Compensation" (SFAS No.123), as amended by SFAS No.
148, " Accounting for Stock-Based Compensation-Transition and Disclosure " (SFAS
No. 148). Accordingly, compensation cost for stock options was measured as the
excess, if any, of the quoted market price of the Company's stock at the grant
date over the amount an employee must pay to acquire the stock. The Company
granted stock options with exercise prices equal to the market price of the
underlying stock on the date of grant; therefore, the Company did not record
stock-based compensation expense under APB Opinion No. 25.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123R, " Share-Based Payments" to require that compensation cost relating to
share-based payment arrangements be recognized in the financial statements. As
of October 1, 2005, we adopted SFAS No. 123R using the modified prospective
method, which requires measurement of compensation cost for all stock-based
awards at fair value on date of grant and recognition of compensation over the
service period for awards expected to vest. The fair value of stock options were
determined using the Black-Scholes valuation model, which is consistent with our
valuation techniques previously utilized for stock options in footnote
disclosures required under SFAS No. 123, as amended by SFAS No. 148. Such fair
value is recognized as expense over the service period, net of estimated
forfeitures. The adoption of SFAS No.123R resulted in no cumulative change in
accounting as of the date of adoption.

On September 27, 2001, the FASB Emerging Issues Task Force (EITF) issued EITF
Issue 96-18 entitled "Accounting for Equity Instruments That are Issued to Other
than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"
which requires that equity instruments issued in exchange for services be valued
at the more accurate of the fair value of the services provided or the fair
value of the equity instruments issued. For equity instruments issued that are
subject to a required service period the expense associated with the equity
instruments is recorded as the instruments vest or the services are provided.
The Company has granted options and warrants to non-employees and recorded the
fair value of the equity instruments on the date of issuance using the
Black-Scholes valuation model. For grants subject to vesting or service
requirements, the expenses is deferred and is recognized over the more
appropriate of the vesting period, or as services are provided.


                                       35
<PAGE>

On March 29, 2005, the Securities and Exchange Commission published Staff
Accounting Bulletin No. 107 (SAB 107), which provides the Staff's views on a
variety of matters relating to stock-based payments. SAB 107 requires
stock-based compensation to be classified in the same expense line items as cash
compensation. Information about stock-based compensation included in the results
of operations for the quarters and six months ending March 31, 2005 and 2006 is
as follows:

<TABLE>
<CAPTION>
                                       Three Months    Three Months     Six Months     Six Months
                                          Ended           Ended           Ended           Ended
                                         March 31        March 31        March 31        March 31
                                           2006           2005             2006            2005
                                        ----------      ----------      ----------      ----------
<S>                                     <C>             <C>             <C>             <C>
Officer Compensation                    $   36,848      $       --      $   73,695      $       --
Legal, Professional and Consulting         135,000              --         677,226          86,000
Selling and marketing                        3,158              --           6,317              --
Research and development                   114,953         287,648         153,056         327,973
General and administrative                 108,043              --         174,963              --
                                        ----------      ----------      ----------      ----------
Totals                                  $  398,002      $  287,648      $1,085,527      $  413,973
                                        ==========      ==========      ==========      ==========
</TABLE>

Our stock options vest on an annual or a quarterly basis. For the remainder of
fiscal 2006, we expect stock based compensation expense related to employee
stock options of approximately $220,000, and $182,000 before income taxes for
the quarters ending June 30, 2006, and September 30, 2006 respectively. We
expect stock based compensation related to non-employee stock options to be
approximately $83,000 and $14,000 before income taxes for the quarters ending
June 30, 2006, and September 30, 2006 respectively. Such amounts may change as a
result of additional grants, forfeitures, modifications in assumptions and other
factors. SFAS No. 123R provides that income tax effects of share-based payments
are recognized in the financial statements for those awards which will normally
result in tax deductions under existing tax law. Under current U.S. federal tax
law, we would receive a compensation expense deduction related to non-qualified
stock options only when those options are exercised and vested shares are
received. Accordingly, the financial statement recognition of compensation cost
for non-qualified stock options creates a deductible temporary difference which
results in a deferred tax asset and a corresponding deferred tax benefit in the
income statement. However, since we currently have a full valuation allowance
for all of our deferred tax assets, any tax consequences for fiscal 2006 is
expected to be negligible to the financial statements.

Convertible Debt

The Company has issued three series of convertible debt securities. Convertible
debt is accounted for under the guidelines established by APB Opinion No. 14
Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants
(APB14) under the direction of Emerging Issues Task Force (EITF) 98-5,
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios, (EITF 98-5) EITF 00-27 Application of
Issue No 98-5 to Certain Convertible Instruments (EITF 00-27), and EITF 05-8
Income Tax Consequences of Issuing Convertible Debt with Beneficial Conversion
Features. Under these guidelines, the Company allocates the value of the
proceeds received from a convertible debt transaction between the conversion
feature and any other detachable instruments (such as warrants) on a relative
fair value basis. The allocated fair value is recorded as a debt discount or
premium and is amortized over the expected term of the convertible debt to
interest expense. The Company values any warrants issued using the Black-Scholes
Merton option pricing model as described and based on the assumptions listed in
footnote 5. If the conversion price of a convertible debt issue changes, the
additional intrinsic value of the debt conversion feature, calculated as the
number of additional shares issuable due to a conversion price change multiplied
by the previous conversion price, is recorded as additional debt discount and
amortized over the remaining life of the debt. Both Convertible Debt and any
other securities such as detachable warrants are also reviewed to determine the
applicability of SFAS 133 Accounting for Derivative Instruments and Hedging
Activities, the guidance issued in EITF 00-19 Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock, and related SEC and AICPA Interpretations of this guidance. If a security
is determined to be a derivative instrument and is required to be accounted for
as a liability, as opposed to equity, the derivative security is valued on the
issuance date and is recorded as a derivative liability. Any securities
determined to be derivative liabilities are revalued on each subsequent
reporting period and any change to their value is recorded to the Statement of
Operations as an Other Income or Expense item.

Under Bankruptcy accounting guidance, namely AICPA 90-7, the Company is required
to record its liabilities at the expected settlement amount. Therefore, for debt
discount that existed prior to the Chapter 11 bankruptcy or for debt discount
incurred during the bankruptcy, any discount is immediately charged to expense
as a debt carrying value adjustment.

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.


                                       36
<PAGE>

Research and Development Expenses

Research and development expenses are charged to operations as incurred.

Accounts Receivable

The Company extends credit to its customers. Collateral is generally not
required. Credit losses are provided for in the financial statements based on
management's evaluation of historical and current industry trends as well as
history with individual customers. Although the Company expects to collect
amounts due, actual collections may differ from estimated amounts. As of March
31, 2006, the Company had gross accounts receivable of $2,645,633 and had
recorded a reserve of $2,500,000.

Inventory

Inventories consist of our wrapped and unwrapped manufactured composite core and
related hardware products and raw materials used in the production of those
products. Inventories are valued at the lower of cost or market under the FIFO
method. Costs to ship product for sale or for products sold is recorded to costs
of goods sold as the expenses are incurred. Products manufactured internally are
valued at standard cost which approximates replacement cost. Inventory is
periodically evaluated for obsolescence and salability and reserves are recorded
for product that is believed by management to be impaired in value. As of March
31, 2006, the company had recorded gross inventory of $3,788,971 and had
inventory reserves of $1,031,490.

Property and Equipment

Property is stated at the lower of cost or realizable value, net of accumulated
depreciation. Depreciation is computed using the straight-line method based on
estimated useful lives of the assets which range from three to ten years.
Leasehold improvements and leased assets are amortized or depreciated over the
lesser of estimated useful lives or lease terms, as appropriate. Property is
periodically reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. We did not
recognize any property impairment charges in the six months ending March 31,
2006.

Expenditures for maintenance and repairs are charged to operations as incurred
while renewals and betterments are capitalized. Gains or losses on the sale of
property and equipment are reflected in the statements of operations.

Impairment of Long-Lived Assets

Management evaluates long-lived assets for impairment whenever even or changes
in circumstances indicate that the carrying value of an asset may not be
recoverable. If the estimated future cash flow (undiscounted and without
interest charges) from the use of an asset are less than the carrying value, an
impairment would be recorded to reduce the related asset to its estimated fair
value.

Fair Value of Financial Instruments

The Company's financial instruments include cash and cash equivalents and
accounts payable - trade. The carrying amounts for these financial instruments
approximate fair value due to their short maturities.

Comprehensive Income

The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments, minimum
pension liability adjustments, and unrealized gains and losses on
available-for-sale securities. Comprehensive income is not presented in the
Company's financial statements since the Company did not have any changes in
equity from non-owner sources.


                                       37
<PAGE>

Income Taxes

The Company accounts for income taxes under the liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.

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.

RESULTS OF OPERATIONS

PRODUCT REVENUES. Product revenues for the three months ending March 31, 2006 of
$1.03 million consisted substantially of one commercial sale to the City of
Kingman for 70 linear miles of ACCC cable and related ACCC hardware for $988,000
and the sale of $40,000 for a spare parts reel of ACCC to Pacificorp. The
Kingman sale was the result of a settlement negotiated through the bankruptcy
hearings and was made at a significant discount to our expected prices for
future ACCC sales for similar cable. We had no product sales for the three
months ending March 31, 2005.

Product revenues for the six months ending March 31, 2006 were $1.05 million and
consisted of the City of Kingman sale, the Pacificorp sale, and additional small
hardware sales. Product revenues for the six months ending March 31, 2005 of
$46,485 consisted of one small, non-commercial trial sale.

CONSULTING REVENUES. Consulting revenues for the three and six months ended
December 31, 2005 consisted of consulting and technical services performed in
fiscal 2004 and fiscal 2005 to the City of Kingman but which had been deferred
under the original City of Kingman contract. The original contract had been
accounted for based on the completed contract method due to a requirement that
funds paid to the Company could be required to be refunded if the entire
contract were not completed. The original contract also required the Company to
provide construction services and provided for future products that the Company
has not developed. On November 18, 2005, the Bankruptcy court approved a revised
contract with the City of Kingman that removed the refund provision and the
requirements to deliver future products and services. Accordingly, the Company
recognized the revenue for the consulting services performed in the amount of
$550,000 on the date the revised contract was approved. There were no consulting
services transactions during the three or six months ended March 31, 2005.

COST OF PRODUCT REVENUES. Cost of product revenues for the three and six months
ending March 31, 2006 represent materials, labor, freight, and allocated
overhead costs to produce ACCC cable and related hardware, primarily for the
City of Kingman order. The City of Kingman order was a fixed price contract that
resulted from the settlement of a previous contract and the pricing was at a
substantial discount to our current list prices. Further, the Company was
required to bear all material price fluctuations related to producing ACCC.
Costs were much higher than expected due to the worldwide increase in the market
price of aluminum which increased from $0.85 per pound (when the settlement was
approved by the Bankruptcy court) to $1.11 per pound when the ACCC cable was
wrapped. The impact of this aluminum price increase was approximately $81,000 in
additional costs to wrap our ACCC cable. For future orders, as is standard in
the cable industry, such cost increases are expected to be borne by the end-user
customer.

COST OF CONTRACT REVENUE. Cost of contract revenue consists primarily of
salaries for engineers and expenses for consultants, supplies, equipment,
depreciation and facilities associated with contract projects. Our total
engineering costs are allocated between cost of contract revenue and research
and development expense. In a given period, the allocation of engineering costs
between cost of contract revenue and research and development is a function of
the level of effort expended on each. The cost of contract revenue of $304,787
had previously been capitalized and included in other assets on the balance
sheet as of September 30, 2005.

No consulting contracts were completed during the three or six months ended
March 31, 2005 and accordingly, no costs of contract revenue were recorded for
that quarter.


                                       38
<PAGE>

OPERATING EXPENSES. Due to the Company's history in fiscal 2005 and fiscal 2006
to date through March 31, 2006 of incurring expenses not related to the current
business environment, in the discussion of each operating expense line item
discussed below, expenses that not related to the Company's expected pro-forma
operating expenses are identified as non-recurring and expenses that are
expected to continue in the ordinary course of business are identified as
recurring. Non-recurring items include primarily one time charges for equity or
convertible debt related actions, modification to debt agreements, bankruptcy
legal expenses, litigation settlements, legal expenses related to our now
resolved litigation, and financing fees. The total operating expenses broken
down as recurring and non-recurring is:

<TABLE>
<CAPTION>
In millions                      Three months ending     Three months ending    Six months ending     Six months ending
(Unaudited)                        March 31, 2006          March 31, 2005         March 31, 2006       March 31, 2005
<S>                              <C>                     <C>                    <C>                    <C>
Recurring Operating Expenses          $  2.9                      2.4                  6.0                   4.8
Non-recurring Operating Expenses         0.9                      1.3                  2.1                   1.8
                                      ------                   ------              -------                ------
Total Operating Expenses              $  3.8                   $  3.7              $   8.1                $  6.6
</TABLE>


OFFICER COMPENSATION. Officer compensation expense consisted of recurring
salaries and employee benefits and SFAS 123R option expense for our Chief
Executive and Secretary for the three and six months ended March 31, 2006 and
for the Chief Executive, Chief Operating Officer, and Secretary for the three
and six months ended March 31, 2005. Officer compensation expenses increased 57%
or $40,911 from $71,453 for the three months ended March 31, 2005 to $112,364 in
the current year quarter and increased $57,656 or 37% from $156,838 for the six
months ended March 31, 2005 to $214,494 for the current year period. For the
three month period, the dollar increase was primarily due to approximately
$37,000 in SFAS 123R option expense. For the six month period, the dollar
increase was due to $74,000 in SFAS 123R option expense offset by $27,000 in
lower headcount related costs due to fewer officers for the quarter ending
December 31, 2005 caused by the resignation of our Chief Operating Officer in
January, 2005.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense consisted
primarily of recurring salaries and employee benefits for administrative
personnel, facilities costs, stock exchange fees, audit and compliance fees
related to the Sarbanes-Oxley Act of 2002 ("Sarbanes Oxley"), and insurance
expenses. General and administrative expense increased $210,512 or 27% from
$783,230 for the three months ended March 31, 2005 to $993,742 for the current
year period. The dollar increase was due primarily to investor relations
consulting fees of $110,000, SFAS 123R options expenses of $108,000 in the
fiscal 2006 quarter and an increase in Directors fees to $22,000 from $0 in the
2005 quarter offset by lower overhead costs of $14,000 and lower other personnel
costs of $16,000.

General and administrative expenses increased $519,069 or 38% from $1,381,837
for the six months ended March 31, 2005 to $1,900,906 in the 2006 period. The
increase was due primarily to SFAS 123R option expenses of $175,000, Sarbanes
Oxley related expenses of $213,000, investor relations consulting fees of
$110,000 and Director fees of $22,000, none of which occurred in 2005, along
with an increase of $57,000 in overhead allocation and decreases of $31,000 in
shareholder meeting expenses caused by a special shareholder meeting in October,
2004 and lower other personnel costs of $26,000.

LEGAL, PROFESSIONAL, AND CONSULTING EXPENSE. Legal, professional, and consulting
expense consisted of recurring SEC and general legal and non-recurring expenses
including litigation related expenses, financing related expenses, and investor
security related non-cash expense charges. Legal, Professional and Consulting
Expense excludes bankruptcy related legal expenses which are captured in
reorganization costs. Legal, professional, and consulting expense decreased 54%
or $701,179 from $1,308,586 for the quarter ended March 31, 2005 to $607,407 for
the 2006 quarter and decreased 22% or $472,866 from $2,140,893 for the six
months ended March 31, 2005 to $1,668,027 for the similar 2006 period.

For the three month period ended March 31, 2005, legal, professional, and
consulting expense consisted primarily of non-recurring litigation related legal
expense of $1,067,000, a legal settlement of $116,000, and recurring SEC and
general legal expenses of $125,000. For the three month period ended March 31,
2006, legal, professional, and consulting expense of $607,407 consisted
primarily of fees related to the settlement the October, 2005 Notes of $135,000
paid in stock, finance fees of $180,000 related to the $3.5 million bridge
financing in March, $168,000 in bridge financing related legal fees, and a
litigation settlement of $100,000. Recurring SEC and general legal expenses
decreased to $24,000 for the quarter ended March 31, 2006 reflecting both a much
lower litigation activity level and no SEC registration activity as compared to
a high level of SEC registration activity in 2005.

For the six month period ended March 31, 2005, legal, professional, and
consulting expense consisted primarily of non-recurring charges including:

$86,000 for warrants issued for services, $368,000 in finders fees paid in cash
for the $15MM debenture, litigation settlements of $216,000, $1,367,000 in
litigation related legal expenses, and $203,000 in SEC legal expenses related to
SEC filings and registration statements. For the six month period ended March
31, 2006, legal, professional, and consulting expense of $1,668,027 included
primarily non-recurring charges including: $135,000 in fees for the conversion
inducement, finance related legal fees of $337,000 for the $6.0 million and $3.5
million financings, brokerage fees of $540,000 for the $6.0 and $3.5M
financings, the Tarbox legal settlement of $100,000, and $106,000 in other legal
and accounting. Non-recurring litigation related legal decreased to $281,000 and
recurring SEC and general legal decreased to $70,000.


                                       39
<PAGE>

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense consisted
primarily of recurring expenses including salaries for engineers, and expenses
for consultants, recruiting, supplies, equipment, and facilities related to
engineering projects to enhance and extend our composite materials intellectual
property offerings, and our composite materials product technology and
production processes. Research and development expense increased $121,838 or 11%
from $1,139,749 in the second quarter of fiscal 2005 to $1,261,587 in the second
quarter of fiscal 2006. In the 2005 quarter, all manufacturing related expenses
were included in research and development expenses since the company was ramping
up to production during that time period. During the 2006 quarter, certain
headcount, equipment, and overhead related manufacturing expenses were
capitalized into inventory and therefore excluded from Research and Development
expenses. Research and development expenses for the six months ended March 31
increased $387,057 or 17% from $2,219,400 for the fiscal 2005 period to
$2,606,457 for the fiscal 2006 period. The six months ended March 31, 2006
included expenses capitalized into inventory of $492,000.


                                       40
<PAGE>

For consistency of presentation, the table below lists reconciles the
classification of the combined R&D and Manufacturing related expenses between
the respective reporting periods.

<TABLE>
<CAPTION>
                                     Quarter ending  Quarter ending   Increase      Six months     Six months     Increase
                                     March 31, 2006  March 31, 2005  (Decrease)    ending March   ending March   (Decrease)
                                                                                     31, 2006      31, 2005
<S>                                  <C>             <C>             <C>            <C>           <C>            <C>
Cash basis headcount related costs     $   990,000    $   920,000    $    70,000    $ 1,953,000   $ 1,514,000    $   439,000
Expensed materials and tools               237,000         46,000        191,000        637,000       276,000        361,000
Rents and overhead                         148,000        150,000         (2,000)       378,000       383,000         (5,000)
Fair value stock option expense            115,000         23,000         92,000        130,000        46,000         84,000
                                       -----------    -----------    -----------    -----------   -----------    -----------
Expenses capitalized to inventory         (228,000)                     (228,000)      (492,000)           --       (492,000)
                                       -----------    -----------    -----------    -----------   -----------    -----------
Expense reported on Income Statement   $ 1,262,000    $ 1,139,000    $   123,000    $ 2,606,000   $ 2,219,000    $   387,000
</TABLE>


For the quarter ended March 31, the combined cash basis headcount cost increase
of $70,000 represents an increase in employee headcount cost from fiscal 2005 to
2006. Of the $990,000 cash headcount total in the second fiscal 2006 quarter,
$142,000 was capitalized into inventory. Expensed materials and tools purchases
increased $191,000 and related to expensed carbon and other raw materials used
in the development of smaller sized core for future sales to China and for
equipment and tools purchase related to our internally built pultrusion
prototype. Overhead expense decreased $2,000 due to a revised overhead
allocation as compared to fiscal 2005. In fiscal 2005, a large area of our
facility was being used for composite pole design. A much lower percentage of
our facility was used for research and development in fiscal 2006. Of the
overhead, $86,000 was capitalized into inventory during the quarter. The
increase in stock option expense is due to vesting of consultant stock options
and expense of employee stock options under SFAS 123R.

For the six months ended March 31, the combined cash basis headcount cost
increase of $439,000 resulted from an increase in manufacturing and
manufacturing process improvement related headcount costs. The increase of
$361,000 for expensed materials and tools relates to expensed raw materials used
in the development of additional core sizes and for our pultrusion prototype.
Overhead expense decreased $5,000 due to the revised overhead allocation. The
increase in stock option expense is due to vesting of consultant stock options
and expense of employee options under SFAS 123R. Of the expenses related to the
six months ended March 31, 2006, $492,000 was capitalized into inventory and
consisted of: $262,000 cash headcount, $193,000 for overhead, and $37,000 for
equipment and tools.

SALES AND MARKETING EXPENSE. Sales and marketing expense consisted primarily of
recurring expenses including salaries for sales and marketing personnel,
expenses for consultants, equipment, travel, and printed marketing literature
and sales materials. For the quarter ended March 31, Sales and Marketing
expenses increased $149,075 or 64% from $232,453 in the 2005 quarter to $381,528
in the 2006 quarter. The increase was entirely due to higher employee and
consultant headcount related expenses as we continue to expand our sales and
marketing efforts. For the six months ended March 31, Sales and Marketing
expenses increased $259,121 or 51% from $505,242 in the 2005 period to $764,363
in the 2006 period. The increase was due to increased sales headcount related
expenses.

DEPRECIATION EXPENSE. Depreciation expense consisted of depreciation on
capitalized equipment, leasehold improvements, and other capital assets.
Depreciation expense increased by $75,456 or 60% from $124,952 in the second
quarter of fiscal 2005 to $200,408 in the second quarter of fiscal 2006 and
increased by $155,725 or 66% from $236,328 for the six months ended March 31,
2005 to $392,053 for the six months ended March 31, 2006. The dollar increase
for the three and six month periods ended March 31, 2006 was primarily due to a
higher depreciable base resulting from equipment purchased during the last three
quarters of fiscal 2005.

REORGANIZATION EXPENSE - BANKRUPTCY LEGAL FEES. The balance for the three and
six months ended March 31, 2006 quarter of $289,860 and $573,229 respectively
was due to non-recurring legal and professional fees and costs associated with
the preparation for our bankruptcy confirmation hearings, our bankruptcy
financing hearings, and work performed subsequent to our bankruptcy
confirmation. There were no such activities for the six months ended March 31,
2005.

INTEREST INCOME. Interest income decreased to $1,466 and $15,711 for the three
and six months ended March 31, 2006, a decrease from $5,284 and $32,544 for the
similar periods in the prior year. The decrease was due to interest earned on
lower cash balances.


                                       41
<PAGE>

INTEREST EXPENSE. Interest expense decreased $485,694 or 50% from $964,800 in
the second quarter of fiscal 2005 to $479,106 in the second quarter of fiscal
2006 and decreased $1,114,902 or 62% from $1,812,674 for the first six months of
fiscal 2005 to $697,772 for the first six months of fiscal 2006. The decrease
was due to lower debt balances and a reduction in non-cash interest expenses.

INCOME TAXES. We made no provision for income taxes in the three or six months
ending March 31, 2006 and 2005 due to net losses incurred. In 2002, we
determined that due to our continuing operating losses as well as the
uncertainty of the timing of profitability in future periods, we should fully
reserve our deferred tax assets. As of March 31, 2006, our deferred tax assets
continued to be fully reserved. We will continue to evaluate, on a quarterly
basis, the positive and negative evidence affecting the realization of our
deferred tax assets.

Net Loss

Our net loss increased to $6.5 million and $13.8 million for the three and six
months ended March 31, 2006 compared to $4.6 million and $8.4 million during the
corresponding periods in 2005. The increase of $1.9 million from the quarter
ended March 31, 2005 to 2006 was due to operating expense increases of $0.2
million and a one-time $2.2 million debt conversion inducement charge offset by
an interest expense decrease of $0.5 million. The increase of $5.4 million for
the six months ended March 31, 2005 to 2006 was due to operating expense
increase of $1.5 million, a convertible debt reorganization charge of $2.6
million in the first fiscal 2006 quarter, a gross margin increase of $0.3
million, a decrease in interest expense of $1.1 million, the $0.4 million
warrant modification and the $2.2 million debt conversion charge.

For the six months ended March 31, 2005, gross margin increased by $0.3 million
due to the recognition of the City of Kingman consulting and product sales
revenue in fiscal 2006. Only one small trial sale was recognized in the fiscal
2005 quarter.

The following table compares the primary change drivers to the changes in the
operating expenses for the three and six months ended March 31, 2005 to 2006.
All material non-recurring items for the reported periods have been listed in
the non-recurring section below, rounded to the nearest $0.1 million.

<TABLE>
<CAPTION>
In millions of Dollars                                                         Year over Year         Year over Year change
(Decrease) Increase from 2005 to 2006                                         change for three        for six months ending
(unaudited)                                                                  months ending March 31          March 31
<S>                                                                          <C>                       <C>
Non-recurring items:
$6.0 million October, 2005 debt conversion fees and legal costs                     $  0.2                    $  0.2
Bankruptcy related legal costs                                                      $  0.3                    $  0.6
Fees related to November, 2004 modification recorded in fiscal 2005                     --                    $ (0.4)
Litigation and SEC registration related legal fees decrease                         $ (1.3)                   $ (1.3)
Tarbox litigation settlement                                                        $  0.1                    $  0.1
Financing costs and fees                                                            $  0.3                    $  0.9
                                                                                    ------                    ------
Subtotal, non-recurring items                                                       $ (0.4)                   $  0.1
                                                                                    ------                    ------
Recurring items
Increase in Sales and Marketing headcount costs                                     $  0.2                    $  0.3
Fair value of employee and consultant options                                       $  0.2                    $  0.3
Depreciation expense                                                                $  0.1                    $  0.2
Research and Development headcount cost                                             $  0.1                    $  0.4
Research and Development costs capitalized into inventory                           $ (0.3)                   $ (0.5)
Research and Development materials and tools                                        $  0.2                    $  0.4
Other                                                                               $   --                    $  0.3
                                                                                    ------                    ------
Subtotal, recurring or continuing items                                             $  0.5                    $  1.4
                                                                                    ------                    ------
Total, change in Operating Expenses                                                 $  0.1                    $  1.5
</TABLE>


The $2.6 million recorded in October, 2005 for the non-recurring carrying value
adjustment expenses of our convertible debt consisted of $1.8 million for the
accelerated expense on the debt discount of the October, 2005 convertible notes
and $0.8M for the accelerated expense on the additional debt discount on the
August, 2004 debentures resulting from the anti-dilution provisions of the
August debenture agreement. Both discounts were accelerated due to bankruptcy
accounting requirements.

The $1.1 million decrease in interest expense was caused by lower average debt
balances due to principal conversions and lower non-cash interest expense in
fiscal 2006 due to the acceleration of the pre-bankruptcy debt discount to
expense in fiscal 2005.


                                       42
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 153

Exchanges of Nonmonetary Assets: In December, 2004, the FASB issued Statement
No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions, Statement 153 addresses the measurement
of exchanges of nonmonetary assets and redefines the scope of transactions that
should be measured based on the fair value of the assets exchanged. Statement
153 is effective for nonmonetary asset exchanges beginning in our second quarter
of fiscal 2006. We do not believe adoption of Statement 153 will have a material
effect on our consolidated financial position, results of operations or cash
flows.

SFAS No. 154

Accounting Changes and Error Corrections: In June , 2005, the FASB issued
Statement No. 154, Accounting Changes and Error Corrections, a replacement of
APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements. Statement 154 changes the
requirements for the accounting for and reporting of a change in accounting
principle. Previously, most voluntary changes in accounting principles were
required recognition via a cumulative effect adjustment within net income of the
period of the change. Statement 154 requires retrospective application to prior
periods' financial statements, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. Statement
154 is effective for accounting changes made in fiscal years beginning after
December 15, 2005; however, the Statement does not change the transition
provisions of any existing accounting pronouncements. We do not believe adoption
of Statement 154 will have a material effect on our consolidated financial
position, results of operations or cash flows.

SFAS No. 155

Accounting for Certain Hybrid Financial Instruments: In February, 2006 the FASB
issued Statement No. 155 Accounting for Certain Hybrid Financial Instruments, an
amendment of FASB Statements No. 133 and 140. Statement 155 simplifies
accounting for certain hybrid financial instruments by permitting fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; eliminates the interim
guidance in Statements 133 and 140 regarding beneficial interest in securitized
financial assets and the restrictions on passive derivative instruments that a
qualifying special-purpose entity may hold. Statement 155 is effective for all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year that begins after September 15, 2006. We do not believe
adoption of Statement 155 will have a material effect on our consolidated
financial position, results of operations, or cash flows.

SFAS No. 156

Accounting for Servicing of Financial Assets--an amendment of FASB Statement No.
140: In March, 2006 the FASB issued Statement No. 156 Accounting for Servicing
of Financial Assets--an amendment of FASB Statement No. 140. Statement 156
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset under certain
conditions, and requires all separately recognized servicing assets and
servicing liabilities to be initially measured at fair value, if practicable.
Statement 156 is effective for all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September
15, 2006. We do not believe adoption of Statement 156 will have a material
effect on our consolidated financial position, results of operations, or cash
flows.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of working capital have been private debt issuances and
equity financings.

For the six months ended March 31, 2006, we had a net loss of $13.5 million. At
March 31, 2006, we had $0.7 million of cash and cash equivalents, which
represented a decrease of $0.1 million from September 30, 2005. The decrease was
due to $6,000,000 of cash proceeds from the issuance of convertible notes in
October, 2005, $3.5 million of cash proceeds from the issuance of convertible
notes in March, 2006 and $506,000 of cash received from the exercise of warrants
offset by cash used in operations of $9.7 million, cash used to purchase
equipment of $0.3 million, and cash used to pay capital leases of $0.2 million.

Cash used by operations during the six months ended March 31, 2006 of $9,682,336
was the result of operating losses, offset by depreciation, amortization, and
non-cash compensation expenses and working capital requirements. In particular,
we used approximately $1.1 million to pay our pre-bankruptcy accounts payable,
incurred additional bankruptcy related cash expenditures, and purchased
approximately $2.2 million in industrial grade carbon and other key raw
materials in anticipation of future sales growth. Due to our Chapter 11
bankruptcy, our carbon vendors required cash payment prior to delivery of these
materials. Cash used for investing activities of $263,226 was related to the
purchase of computer hardware and software, certain leasehold improvements, and
equipment put in service in anticipation of manufacturing activities offset by
the sale of equipment. Cash provided by financing of $9,809,103 was primarily
due to the cash proceeds from the $6M in convertible notes in October, 2005,
$3.5M in convertible notes in March, 2006 and $507,000 from warrant exercises
net of principal payments made on capital lease obligations.


                                       43
<PAGE>

Although we generated positive operating cash flow for the month of April, 2006,
we anticipate that sales of our ACCC cable will not be sufficient to sustain our
operations, and further anticipate that we will continue to incur net losses due
to our costs exceeding our revenues for an indefinite period of time. If
existing cash and cash generated from operations are insufficient to satisfy our
liquidity requirements, we may seek to raise additional capital through
issuances of equity or debt securities. Any additional financing may not be
available in amounts or on terms acceptable to us, or at all.


                                       44
<PAGE>

CAPITAL EXPENDITURES

The Company does not have any material commitments for capital expenditures.

EFFECTS OF INFLATION

We are subject to inflation and other price risks arising from price
fluctuations in the market prices of the various raw materials that we use to
produce our products including the price of aluminum. Price risks are managed
through cost-containment measures. Since we anticipate passing through the risk
of market fluctuations of the price of aluminum to our customers, as is the
practice in the cable industry, we do not believe that inflation risk or other
price risks with respect to raw materials used to produce our products are
material to our business, financial position, results of operations or cash
flows.

DEVELOPMENTS THIS QUARTER

Sales and Marketing:

During this quarter we continued to make progress towards the full
commercialization of our primary product, ACCC conductor cable. Our sales and
marketing efforts were hampered somewhat by delays in the installation of our
two initial commercial sales and our bankruptcy filing. We had originally
anticipated that the initial ACCC commercial sales to Pacificorp and American
Electric Power (AEP) would be installed and operational early in the quarter
ended December 31, 2005. Due to the impact and rebuilding efforts resulting from
Hurricanes Katrina & Rita and the resultant shortage of qualified personnel
during the rebuilding, the installation of these ACCC lines was delayed by
approximately two months each. As a result, the Pacificorp installation was
completed at the end of December and the AEP installation was begun on December
15, 2005 and completed in January, 2006. Our sales and marketing strategy
included showcasing these installations with demonstrations to the utility
industry of the benefits of ACCC. While we do not anticipate that the delay of
these installations will have a negative impact on our overall market
opportunity, we believe that the installation delay and issues attributed to the
learning curve of installing ACCC may have resulted in a short term delay in the
market visibility of our products to utility leaders. In addition, although we
emerged from Chapter 11 Bankruptcy in November, 2005 as described below, our
sales and marketing efforts include establishing and enhancing sales
relationships with current and potential utility customers and we believe that
domestic and international electrical utilities and potential partners have been
hesitant to conduct business with us due to our bankruptcy proceedings. Now that
we have emerged from bankruptcy, we believe that these barriers have been
eliminated.

Our North American sales strategy is to leverage our successes at Pacificorp and
AEP, to sell additional products to those customers, and to use these industry
leaders to open sales opportunities with other domestic utilities. A key
component of our ACCC product is the overall project savings that ACCC can
provide for new transmission corridors and for the replacement of existing
transmission lines. To this extent, during the March 31, 2006 quarter we began a
substantial improvement of our proprietary Power Line Analysis Tool (PLAT(TM))
web based project cost analysis sales tool that is expected to continue over the
next two quarters. We are also increasing our sales and marketing staff to
provide better sales coverage in North America. In the quarter we also opened
discussions on a number of opportunities associated with wind farms and the
power grids associated with them. We expect these opportunities to mature over
the next two quarters and result in additional sales opportunities. Finally, we
are developing relationships with engineering design teams to better show the
overall project economic benefits of using ACCC cable as compared to other
existing cable.

Our International sales efforts are beginning to bear fruit. During the quarter
ended March 31, 2006, we received two additional orders from Jiang-Su Far East
for 30 km each of ACCC Conductor and related hardware worth approximately $1.1
million in total. These orders are due in part to the successful testing of the
2 km sale that we made in July, 2005. We completed shipment of these two orders
by early April, 2006. In April, 2006 we received two additional orders totaling
appriximately $600,000. We anticipate shipping these orders in the quarter
ending June 30, 2006. In May, 2006 we anticipate product approval from the
National Grid of China that will allow ACCC to be sold into a much larger
potential market in China. We anticipate a much faster product adoption in China
and elsewhere in the international markets than in the more mature North
American markets.


                                       45
<PAGE>

Research and Development:

We continue to develop and refine the ACCC product and our production processes.
During this quarter, refinements to the product and production process have
resulted in processing optimizations, including materials usage efficiencies and
improvements in our quality control processes. In addition, we completed our
working prototype of a new pultrusion machine and purchased parts for four
additional pultrusion machines. We now have a total of nine pultrusion machines
available for production.

In conjunction with our Cable partner we established detailed process
characterization requirements for the core production process and completed
exhaustive characterization testing. Additionally we instituted rigorous testing
regimes for all production materials that are now part of our standard operating
procedures for manufacturing.

We completely revamped and improved the Company's documentation and Quality
systems with an eye toward ISO9001:2000 certification. The first phases of
development of the ISO compliant system were completed and we underwent a
detailed quality audit conducted by our Cable partner. The Company is targeting
to begin the formal ISO registration and audit process in the fourth calendar
quarter of 2006.

In the hardware area we improved traceability of all materials and designed and
developed a new clam-shell type connector for small core diameters. This
connector will undergo qualification tests in the quarter ending June 2006.

General Corporate, Finance, Administrative, Bankruptcy, and Litigation:

On October 14, 2005 we closed a financing whereby we sold $6.0 million in
convertible notes due in January, 2007. The closing of this financing was a key
financial cornerstone for the Company's eventual emergence from bankruptcy as
described below. The notes bear interest at 6% per year payable in cash or
common stock on a quarterly basis. The notes are convertible into common shares
of the Company at $1.55 per share at the discretion of the note holders or can
be forced to convert by the Company under certain conditions. We also issued
1,161,290 warrants to the debenture holders in conjunction with the notes, 50%
of the warrants with an exercise price of $1.94 and 50% of the warrants with an
exercise price of $1.78 per share.

On October 31, 2005, the Company agreed to settlement terms with the Acquvest
parties' litigation. In exchange for a full release of all liability, the
Company agreed to issue 6,500,000 shares of common stock. The Company recorded
an accrual in accordance with SFAS 5 of $12,675,000 on September 30, 2005 to
accrue the liability. The value of the settlement was calculated using a price
of $1.95 per share, the closing market price on the day prior to the settlement
date. With the settlement of the Acquvest litigation, substantially all of the
Company's litigation activities were resolved. In total, during the quarter we
issued 7,175,000 shares of common stock in settlement of the Acquvest,
Ascendiant, and Shields litigation.

On October 31, 2005, the Judge John Ryan of the Central District Court, Santa
Ana division of the US Bankruptcy court approved the Company's Third amended
Plan of Reorganization which provides for payment of 100% of creditors allowed
claims. On November 1, 2005 the Company paid substantially all of its
pre-petition liabilities payable in cash, thereby effectively consummating the
plan of Bankruptcy. On November 18, 2005, United States Bankruptcy Judge John
Ryan signed and entered the order approving the Company's Third Amended Chapter
11 Plan of Reorganization with non-material modifications that confirms the
Company's emergence from bankruptcy. We have complied in all material aspects of
the bankruptcy plan and we expect to file for and receive the final formal
decree of bankruptcy emergence during the quarter ended June 30, 2006.

On January 2, 2006, the Company entered into a Public and Media Relations
Strategy and Services Consulting with Media Relations Strategy, Inc., ("MRS") to
provide public and media relations strategy and marketing counsel in the
financial markets for a term of 27 months and will terminate on March 28, 2008.
The Agreement provides that MRS shall (1) act as a liaison between the Company
and its shareholders, (2) act as an advisor to the Company with respect to
existing and potential markets and investors, and (3) act as an advisor to the
Company with respect to communications and information dissemination. The
Company shall pay MRS a non-refundable retainer fee of $36,500 per month in
advance as follows: (i) $197,100 on execution of the present Agreement; (ii)
$197,100 on April 21, 2006; (iii) $197,100 on August 25, 2006; (iv) $197,100 on
December 22, 2006 and (v) $197,100 on March 23, 2007. MRS shall be responsible
for all the costs and expenses related to the provision of the Services. As a
further incentive to the MRS, the Company agrees to issue MRS the following
warrants to acquire the Company's unregistered, restricted shares of common
stock: (i) 200,000 warrants at an exercise price of $2.00 per warrant; and (ii)
200,000 warrants at an exercise price of $2.50 per warrant; and (iii) 200,000
warrants at an exercise price of $3.00 per warrant ("the Warrants").


                                       46
<PAGE>

The Company shall have the right at its sole discretion to settle the entire
remuneration due under the MRS Agreement by paying the full amount of the
contract in advance within sixty (60) days of the signature of the present
Agreement. In the event that the Company shall elect to pay the contract
remuneration in advance, the full amount payable shall be discounted by fifteen
percent (15%). The Company shall have the right to pay the remuneration in cash
or in shares. In the event of the payment of the remuneration in shares, such
shares shall be unregistered shares of common stock (half of which shall carry
piggyback registration rights) and valued at a price above the market price on
the date of issuance. As of the date of this filing, the Company had not paid
any amount due under this agreement.

On January 4, 2006, the Company accepted the resignation of William Arrington as
an employee and on January 6, 2006 the Board of Directors accepted Mr.
Arrington's resignation as a Director of the Company. Mr. Arrington was formerly
the Chief Operating Officer of the Company but had resigned that position in
January, 2005.

On January 6, 2006, the Company appointed Michael D. McIntosh as a Director of
the Company. Mr. McIntosh currently and historically has provided intellectual
property legal and strategic services through his two wholly-owned companies
Technology Management Advisors and The McIntosh Group. Mr. McIntosh was approved
as a Director at the annual shareholder meeting on March 7, 2006.

On January 9, 2006, the Company appointed Dean McCormick III as a Director of
the Company. Mr. McCormick has had no previous relationship with the Company. .
Mr. McCormick was approved as a Director at the annual shareholder meeting on
March 7, 2006.

Both appointments provide for a cash payment of $4,000 per month plus additional
monthly fees for members of the audit committee and compensation committee. On
January 9, 2006 both Directors received option grants to purchase 325,000 shares
of the Company's common stock at $1.04 per share. The vesting of each grant is
over three years as follows: 27,000 options vesting three months after the
January 9, 2006 grant date with 27,000 options vesting each quarter thereafter
and the final vesting to be 28,000 options.

On January 30, 2006 we negotiated a settlement with the holders of 100% of the
$6.0 million convertible debt issued in October, 2005. We issued an additional
1,308,142 shares of restricted common stock valued at $2,250,005 as an
inducement to covert the entire $6.0 million of debt at $1.55 per share into
3,870,972 of registered Section 1145 stock. The settlement also included certain
changes to the warrants originally issued with the financing and to allow for
"piggyback" rights for the unregistered shares issued.

On February 28, 2006, the Company entered into a letter of intent (the "Letter")
with EU Energy plc, a United Kingdom corporation ("EU Energy") and stockholders
holding more than 70% of EU Energy share capital ("Major EU Energy
Stockholders"), by which the parties have agreed to negotiate in good faith
towards execution of a mutually satisfactory agreement with respect to the
Company's proposed acquisition of the entire share capital of EU Energy.

Subject to the terms and conditions of the Letter, the total purchase price will
be approximately USD $60.7 million to be paid by the Company by issuing
one-and-a-half share of unregistered, restricted common stock of the Company for
each outstanding share of capital stock of EU Energy. Based on EU Energy's
representation that it has no more than 26,113,110 shares of capital stock
outstanding, the Company expects to issue 39,169,665 shares of its common stock
in the proposed acquisition. The deemed price for the Company's common stock is
USD $1.55 per share.


                                       47
<PAGE>

Should the parties enter into a definitive, legally binding, written agreement
("Definitive Agreement"), each Major EU Energy Stockholder, officer and director
of EU Energy will be required to sign a lock-up agreement prohibiting any sales,
transfers or other dispositions of their shares for a period of 12 months
following the closing of the proposed acquisition, except for estate planning
purposes and sales that constitute the lesser of 5% of his shares or 500,000
shares during any calendar quarter of the 12-month lock-up period on a
cumulative basis. In addition, no Major EU Energy Stockholder, officer and
director of EU Energy may transfer more than 1,500,000 shares during any
calendar quarter.

Commencing on February 28, 2006, the Company and its advisors are entitled to
conduct a reasonable investigation of information and materials related to EU
Energy's financial, business and legal condition.

The Letter provides that the proposed acquisition will be subject to several
closing conditions, including but not limited to obtaining, to the extent
required, consents or approvals of shareholders (to the extent applicable),
governmental bodies, lenders, lessors and other third parties and compliance
with other legal or contractual requirements for or preconditions to the
execution and consummation of the Definitive Agreement, absence of material
pending or threatened litigation relating to EU Energy or its respective
material assets, business and liabilities or the Definitive Agreement,
satisfactory completion of the Company's due diligence investigation, no
material adverse change in the business, properties, financial condition or
prospects of EU Energy or its respective businesses and assets shall have
occurred, evidence that the proposed acquisition will not materially affect the
terms of EU Energy's existing contracts, execution of [five]-year
non-competition agreements by and between each Major EU Energy Stockholder and
officer and director of EU Energy, on the one hand, and the Company, on the
other, and delivery of closing certificates and other documentation, including
without limitation, legal opinion of EU Energy's counsel.

Subject to the terms and conditions of the Letter, EU Energy agrees that, for
the period of time from February 28, 2006 to May 29, 2006, unless automatically
extended for 30 days if EU Energy's audit of its fiscal year ended March 31,
2006 is delayed, the Major EU Energy Stockholders and EU Energy shall not, and
shall cause its affiliates, officers, directors, employees or other agents to
not, directly or indirectly, take any action to encourage, solicit or initiate
any offer or proposal for, or indication of interest in, any acquisition of EU
Energy or any of its assets (other than in the ordinary course of business),
whether by way of a merger, consolidation, or other business combination, or the
acquisition of fifteen percent or more of EU Energy's voting securities (on a
fully-diluted bases) ("Alternative Proposal") or respond to, continue, initiate
or engage in discussions or negotiations concerning any Alternative Proposal
with, or disclose in connection with any Alternative Proposal any non public
information relating to EU Energy or afford access to the properties, books or
records of EU Energy to, any person, corporation, partnership, limited liability
company or other entity (except the Company and its representatives). In
addition, during this period, the Major EU Energy Stockholders and EU Energy
shall provide to the Company with notice of and copies of any Alternative
Proposal received by such Major EU Energy Stockholder or EU Energy (or a summary
of the terms thereof in the case of oral proposals) not later than twenty-four
hours after receipt.


                                       48
<PAGE>

The Company and EU Energy further agreed pursuant to the terms of the Letter
that Michael Porter will continue to serve as Chief Executive Officer of EU
Energy, which will be operated as a wholly-owned subsidiary of the Company after
the closing of the proposed acquisition, and that Mr. Porter will be appointed
to serve on the Company's board of directors. In addition, prior to and as a
condition to closing of the proposed acquisition, EU Energy will complete an
audit of all necessary financial statements in accordance with generally
accepted accounting principles applicable in the UK and Germany and also
reported in the United States of America.

The Company and EU Energy agreed to each be solely responsible for their own
respective expenses incurred in connection with the Letter or pursuing or
consummating the Definitive Agreement, the proposed acquisition and the
transactions contemplated thereby.

Unless the Letter is automatically extended for a 30-day period if the closing
of the proposed acquisition cannot occur due to delays with the audit of EU
Energy's financial statements for its fiscal year ended March 31, 2006, the
Letter terminates as follows: 90 days after the date of acceptance of this
Letter without any further action by the parties, at any time by mutual written
consent of both parties, upon the closing of the proposed acquisition, or by
either the Company or EU Energy by written notice to the other party if there
has been a material breach of this Letter by the other party.

On March 3, 2006 we closed a financing whereby we sold $3.5 million in
convertible notes due in September, 2006. The notes bear interest at 14% per
year payable monthly in cash. The notes are convertible into common shares of
the Company at $1.55 per share at the discretion of the note holders or can be
forced to convert by the Company under certain conditions. We also issued
2,750,000 warrants to the note holders in conjunction with the notes, 750,000 of
the warrants with an exercise price of $1.55 per share and 2,000,000 warrants
with an exercise price of $2.00 per share.


                                       49
<PAGE>

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There are no off balance sheet arrangements.

The following table summarizes our contractual obligations (including interest
expense) and commitments as of March 31, 2006:

<TABLE>
<CAPTION>
Contractual Obligations         Total           Less than 1 year       1-3 years      3-5 years     More than 5 Years
<S>                          <C>                <C>                    <C>            <C>           <C>
Long Term Debt               $10,631,996            $4,092,240         6,539,756             --             --
Obligations
Capital Lease
Obligations                   $  714,837               481,291           233,546             --             --
Operating Lease
Obligations                  $ 5,028,675             1,002,901         3,192,020        833,754             --
</TABLE>


                                       50
<PAGE>

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

BANKRUPTCY RELATED RISKS

OUR TITLE 11 PROCEEDINGS MAY RESULT IN A NEGATIVE PUBLIC PERCEPTION OF US THAT
MAY ADVERSELY AFFECT OUR RELATIONSHIPS WITH CUSTOMERS, AS WELL AS OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Although our plan of reorganization was confirmed by the Bankruptcy Court and
was substantially consummated by us, our Title 11 filing may hinder our ongoing
business activities and our ability to operate, fund and execute our business
plan by

(i) impairing relations with existing and potential customers;
(ii) negatively impacting our ability to attract, retain and compensate key
executives and associates and to retain employees generally;
(iii) limiting our ability to obtain additional funding; and
(iv) impairing present and future relationships with strategic partners.

THE BANKRUPTCY PROCEEDING WILL HAVE AN IMPACT ON OUR FINANCIAL STATEMENTS THAT
MAY REQUIRE US TO REVALUE OUR ASSETS TO THEIR MARKET VALUE AND RECORD ADDITIONAL
EXPENSES AND LIABILITIES THAT REPRESENT CLAIMS ALLOWED BY THE BANKRUPTCY COURT,
WHICH MAY BE IN EXCESS OF LIABILITES RECORDED IN OUR FINANCIAL STATEMENTS

Under GAAP, in particular AICPA SOP 90-7, upon the approval of our plan of
reorganization, we are required to revalue our assets to their market values and
to record as additional expenses and additional liabilities for any amounts
which represent claims allowed by the Bankruptcy Court, which may be in excess
of the liabilities recorded in our financial statements. Our assets consist
primarily of current assets valued at the lower of cost or market, which we
believe approximates their market value and for equipment which we believe that
depreciated net book value to approximate the market value. With respect to
current liabilities and capital leases, we intend to honor all payables and
accrued liabilities and our plan of reorganization stipulates payment in full
for our pre-petition accounts payable. Our Plan also stipulates the assumption
of our capital leases. To date, we have claims representing approximately
$600,000 in additional cash expenses and liabilities and stock claims of 250,000
shares of the Company's common stock that we have disputed under the Chapter 11
but which may be allowed by the Bankruptcy Court in their entirety or a fraction
of that total, or not at all. Although we have recorded all liabilities that we
believe will be the amounts approved under the bankruptcy, we may be required to
record additional expenses.

During the quarter ended December 31, 2005, while still in bankruptcy, we issued
convertible debt which resulted in the recording of approximately $1.8 million
in debt discount and triggered anti-dilution provisions in our August, 2004
debentures resulting in the recording of approximately $0.8 million in debt
discount. Due to this discount, on the date of issuance our carrying value was
less than the allowed value under the bankruptcy. For the quarter ending
December 31, 2005, we recorded additional expense of approximately $2.6 million
as a reorganization item to adjust the carrying value of our convertible notes
and convertible debentures to the anticipated allowed claim.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

AS A COMPANY IN THE EARLY STAGE OF COMMERCIALIZATION, OUR LIMITED HISTORY OF
OPERATIONS MAKES EVALUATION OF OUR BUSINESS AND FUTURE GROWTH PROSPECTS
DIFFICULT.

Since the reorganization of the Company in 2001, we have had a limited operating
history and are at an early stage of commercialization of a new technology
product to a market unused to using new technologies. We made our ACCC available
and entered into our first commercial agreement in 2003. Our technology is a
relatively new advance for the electrical utility industry technology and has
not yet achieved widespread adoption. We do not have enough experience in
selling our products at a level consistent with broad market acceptance and do
not know whether we can do so and generate a profit. As a result of these
factors, it is difficult to evaluate our prospects, and our future success is
more uncertain than if we had a longer or more proven history of operations.


                                       51
<PAGE>

WE EXPECT FUTURE LOSSES AND OUR FUTURE PROFITABILITY IS UNCERTAIN.

Prior to acquiring Transmission Technology Corporation, or TTC, in November
2001, we were a shell corporation having no operating history, revenues from
operations, or assets since December 31, 1989. We have recorded approximately
$1.0 million in ACCC product sales since inception. Historically, we have
incurred substantial losses and we may experience significant quarterly and
annual losses for the foreseeable future.

We may not ever become profitable. If we do achieve profitability, we may not be
able to sustain or increase profitability on a quarterly or annual basis. We
expect the need to significantly increase our general administrative and product
prototype and equipment prototype production expenses, as necessary. As a
result, we will need to generate significant revenues to achieve and maintain
profitability.

OUR INDEPENDENT AUDITORS HAVE ISSUED A QUALIFIED REPORT WITH RESPECT TO OUR
ABILITY TO CONTINUE AS A GOING CONCERN, AND WE MAY NEVER ACHIEVE PROFITABILITY.

In previous filings, our accountants have issued a report relating to our
audited financial statements which contains a qualification with respect to our
ability to continue as a going concern because, among other things, our ability
to continue as a going concern is dependent upon our ability to generate
profitable operations in the future or to obtain the necessary financing to meet
our obligations and repay our liabilities from normal business operations when
they come due. There is no guarantee that the product will be accepted or
provide a marketable advantage, and therefore, no guarantee that the
commercialization will ever be profitable.

For the six months ended March 31, 2006, we had a net loss of $13,753,555 and
negative cash flows from operations of $9,682,336. For the fiscal year ended
September 30, 2005, we had a net loss of $40,163,407 and negative cash flows
from operations of $2,439,151. For the fiscal years ended September 30, 2004 and
2003, we had net losses of $14,687,874 and $6,771,252 respectively. For the same
periods, we had negative cash flows from operations of $18,735,430 and
$2,022,935, respectively.

As of March 31, 2006, our accumulated deficit was $80,356,318.

WE HAVE EXPERIENCED DIFFICULTIES IN COLLECTING ACCOUNTS RECEIVABLE, WHICH COULD
HARM OUR BUSINESS AND RESULT IN HIGHER LOSSES THAN ANTICIPATED.

Our management believed the $2.5 million receivable to be collectible from
Global American Energy for work carried out between March 31, 2003 and September
30, 2004 as of the original filing date of our annual report for the year ended
September 30, 2004 through the date that the initial payment from Global
American Energy was returned for insufficient funds. We recorded the entire
balance outstanding of $2,500,000 as services revenue in fiscal 2004 and
included it in our accounts receivable balance as of September 30, 2004. As of
August 9, 2005, all payments made to us were returned for insufficient funds and
no additional payments have been received. As such, we recorded into the quarter
ending June 30, 2005 an allowance for uncollectible accounts in the amount of
2.5 million that remained uncollectible as of March 31, 2006.

Accounts receivable may not result in actual revenue because we have experienced
issues surrounding payment for our services. Consequently, we may have to
maintain significant allowances for uncollectible or doubtful accounts. If we
fail to realize revenue from our accounts receivable or we do not recognize that
revenue on our anticipated timeframe, our operating results in future reporting
periods may be materially impacted due to decreased revenue. Failure to
recognize our accounts receivable may result in higher losses than anticipated
and have an adverse impact or our cash flow.


                                       52
<PAGE>

OUR INABILITY TO RAISE ADDITIONAL WORKING CAPITAL AT ALL OR TO RAISE IT IN A
TIMELY MANNER COULD NEGATIVELY IMPACT OUR ABILITY TO FUND OUR OPERATIONS, TO
GENERATE REVENUES, AND TO OTHERWISE EXECUTE OUR BUSINESS PLAN, LEADING TO THE
REDUCTION OR SUSPENSION OF OUR OPERATIONS AND ULTIMATELY OUR GOING OUT OF
BUSINESS.

While we have raised significant capital in the past through our debt offerings
and private equity placements, we anticipate that the sales of our ACCC cable
will not be sufficient enough to sustain our operations, and further anticipate
that we will continue to incur net losses due to our costs exceeding our
revenues for an indefinite period of time. For these reasons, we believe that we
will need to raise additional capital until such time, if any, as we become
cash-flow positive. It is highly likely that we will continue to seek to raise
money through public or private sales of our securities, debt financing or
short-term loans, corporate collaborations or a combination of the foregoing.
Our ability to raise additional funds in the public or private markets will be
adversely affected if the results of our business operations are not favorable,
if any products developed are not well-received or if our stock price or trading
volume is low. Moreover, additional funding may not be available on favorable
terms to us, or at all. To the extent that money is raised through the sale of
our securities, the issuance of those securities could result in dilution to our
existing stockholders. If we raise money through debt financing, we may be
required to secure the financing with all of our business assets, which could be
sold or retained by the creditor should we default in our payment obligations.
Should the financing we require to sustain our working capital needs be
unavailable or prohibitively expensive when we require it, we may not be able to
complete the commercialization of any products that we may have developed. As a
result, we may be required to discontinue our operations without obtaining any
value for our products under development, which could eliminate stockholder
equity, or we could be forced to relinquish rights to some or all of our
products in return for an amount substantially less than we expended to develop
such products.

IF OUR PRODUCT IS NOT ACCEPTED BY OUR POTENTIAL CUSTOMERS, IT IS UNLIKELY THAT
WE WILL EVER BECOME PROFITABLE.

The electrical utility industry has historically used a variety of technologies,
including a variety of technologies involving steel cable. Compared to these
conventional technologies, our technology is relatively new, and the number of
companies using our technology is limited. The commercial success of our product
will depend upon the widespread adoption of our technology as a preferred method
by major utility companies to transmit electricity. In order to be successful,
our product must meet the technical and cost requirements for electric
transmission within the electric utility industry. Market acceptance will depend
on many factors, including: (i) the willingness and ability of customers to
adopt new technologies; (ii) our ability to convince prospective strategic
partners and customers that our technology is an attractive alternative to
conventional methods used by the electric utility industry; (iii) our ability to
change our customers' evaluation of the economics of powerline construction,
changing their focus on limiting initial capital costs to evaluating the cost
and benefit of the full life of a line liberating capital funding to acquire our
products that can overall reduce costs in power transmission; and (iv) our
ability to sell sufficient quantities of our products.

Because of these and other factors, our product may not gain market acceptance
or become the industry standard for the electrical utility industry. The failure
of utility companies to purchase our products would have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO PROPERLY MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS COULD BE
ADVERSELY AFFECTED.

The transition from a small company focused on research and development of our
products to a company with the additional focus on commercial production,
marketing, and sales has placed and will continue to place a significant strain
on our managerial, operational, and financial resources. Although we rely
significantly on the General Cable sales force pursuant to the recent agreements
that we entered into with General Cable, the failure to manage our sales and
growth effectively could have a material adverse effect on our business, results
of operations and financial condition. Significant additional growth will be
necessary for us to achieve our plan of operation.


                                       53
<PAGE>

FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS COULD ENABLE THIRD PARTIES
TO USE OUR TECHNOLOGY, OR VERY SIMILAR TECHNOLOGY, AND COULD REDUCE OUR ABILITY
TO COMPETE IN THE MARKET, AND ANY PROPRIETARY RIGHTS LITIGATION COULD BE TIME
CONSUMING AND EXPENSIVE TO PROSECUTE AND DEFEND.

Due to the importance of proprietary technology in the electrical utility
industry, establishment of patents and other proprietary rights is important to
our success and our competitive position. Performance in the electrical utility
industry can depend, among other factors, on patent protection. Accordingly, we
have filed patent applications in the U.S. and internationally for all aspects
of our composite materials, products and processes, including aspects of our
product other than the core, and intend to devote substantial resources to the
establishment and protection of patents and other proprietary rights. Despite
our efforts to establish and protect our patents or other proprietary rights,
unauthorized parties may attempt to copy aspects of our technology or to obtain
and use information that we regard as proprietary. In addition, the laws of some
foreign countries do not protect our proprietary rights to as great an extent as
do the laws of the United States. Our means of establishing and protecting our
proprietary rights may not be adequate and our competitors may independently
develop similar technology, duplicate our products or design around our patents
or our other proprietary rights.

As a result, our business involves a risk of overlap with third party patents
and subsequent litigation with competitors or patent-holders. Any claims, with
or without merit, could be time-consuming, result in costly litigation, or cause
us to enter into licensing agreements.

WE OCCASIONALLY MAY BECOME SUBJECT TO LEGAL DISPUTES THAT COULD HARM OUR
BUSINESS.

We are currently the subject of, and may from time to time become engaged in,
legal disputes such as claims by consultants or other third parties. These
disputes could result in monetary damages or other remedies that could adversely
impact our financial position or operations. We believe these claims are without
merit and intend to vigorously defend against them. However, even if we prevail
in disputes such as this, the defense of these disputes will be expensive and
time-consuming and may distract our management from operating our business.

WE DEPEND ON KEY PERSONNEL IN A COMPETITIVE MARKET FOR SKILLED EMPLOYEES AND
FAILURE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES COULD SUBSTANTIALLY HARM OUR
BUSINESS.

We rely to a substantial extent on the management, marketing and product
development skills of our key employees, particularly Benton H Wilcoxon, our
Chief Executive Officer, and Marv Sepe, President of our Cable Division. If Mr.
Wilcoxon or Mr. Sepe were unable to provide services to us for whatever reason,
our business would be adversely affected. Neither Mr. Wilcoxon nor Mr. Sepe has
entered into an employment agreement with the Company.

In addition, our ability to develop and market our products and to achieve
profitability will depend on our ability to attract and retain highly talented
personnel. We face intense competition for personnel from other companies in the
electrical utility industry. The loss of the services of our key personnel or
the inability to attract and retain the additional, highly-talented employees
required for the development and commercialization of our products, may
significantly delay or prevent the achievement of product development and could
have a material adverse effect on us.


                                       54
<PAGE>

A FAILURE TO ESTABLISH AND MAINTAIN RELATIONSHIPS WITH STRATEGIC PARTNERS MAY
HARM OUR BUSINESS.

We have entered into purchase and distribution agreements with General Cable to
manufacture and distribute our ACCC product in the United States and Canada. Our
success is dependent upon establishing and maintaining relationships with
strategic partners, such as our relationship with General Cable. We face
numerous risks in successfully obtaining suitable partners on terms consistent
with our business model, including, among others: (i) we must typically undergo
a lengthy and expensive process of building a relationship with a potential
partner before there is any assurance of an agreement with such party; (ii) we
must persuade cable manufacturers with significant resources to rely on us for
critical technology on an ongoing basis rather than trying to develop similar
technology internally; (iii) we must persuade potential partners to bear
retooling costs associated with producing our products; and (iv) we must
successfully transfer technical know-how to our partners.

Moreover, the success of our business model also depends on the acceptance of
our products by the utility companies who have historically been conservative in
their adoption of new products and technologies into their infrastructure.
Further, our partners will be selling our products that may compete with their
existing or future cable products. Our partners are not required to sell our
products and they are not prohibited from discounting the prices of their
products below our prices.

Our business could be seriously harmed if: (i) we cannot obtain suitable
partners; (ii) our partners fail to achieve significant sales of ACCC cable or
products incorporating our technology; or (iii) we otherwise fail to implement
our business strategy successfully.

WE CANNOT CONTROL THE COST OF OUR RAW MATERIALS, WHICH MAY ADVERSELY AFFECT OUR
BUSINESS.

Our principal raw materials are glass and carbon fibers, plus various polymer
resins and aluminum. The prices for these raw materials are subject to market
forces largely beyond our control, including energy costs, organic chemical feed
stocks, market demand, and freight costs. The prices for these raw materials
have varied significantly and may vary significantly in the future. We may not
be able to adjust our product prices, especially in the short-term, to recover
the costs of increases in these raw materials. Our future profitability may be
adversely affected to the extent we are unable to pass on higher raw material
and energy costs to our customers.

INTERRUPTIONS OF SUPPLIES FROM OUR KEY SUPPLIERS MAY AFFECT OUR RESULTS OF
OPERATIONS AND FINANCIAL PERFORMANCE.

Interruptions or shortages of supplies from our key suppliers of raw materials
could disrupt production or impact our ability to increase production and sales.
We use a limited number of sources for most of the other raw materials that we
use. We do not have long-term or volume purchase agreements with most of our
suppliers, and may have limited options in the short-term for alternative supply
if these suppliers fail, for any reason, including their business failure or
financial difficulties, to continue the supply of materials or components.
Moreover, identifying and accessing alternative sources may increase our costs.

WE ARE CONTROLLED BY A SMALL NUMBER OF STOCKHOLDERS, WHOSE INTERESTS MAY DIFFER
FROM OTHER STOCKHOLDERS.

As of January 24, 2006, Benton H Wilcoxon, our Chairman of the Board, Chief
Executive Officer and Acting Chief Financial Officer, and C. William Arrington,
our former COO and former director, in the aggregate beneficially own or control
approximately 31% of the outstanding common stock. As a result, these persons
have controlling influence in determining the outcome of any corporate matters
submitted to our stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of our assets, election of directors
and other significant corporate actions. They also have the power to prevent or
cause a change in control. The interests of these stockholders may differ from
the interests of the other stockholders, and may limit the ability of other
stockholders to affect our management and affairs.


                                       55
<PAGE>

WE WILL LIKELY EXPERIENCE CUSTOMER CONCENTRATION, WHICH MAY EXPOSE US TO ALL OF
THE RISKS FACED BY OUR POTENTIAL MATERIAL CUSTOMERS.

Until and unless we secure multiple customer relationships, it is likely that we
will experience periods during which we will be highly dependent on one or a
limited number of customers. Dependence on a single or a few customers will make
it difficult to satisfactorily negotiate attractive prices for our products and
will expose us to the risk of substantial losses if a single dominant customer
stops conducting business with us. Moreover, to the extent that we may be
dependent on any single customer, we could be subject to the risks faced by that
customer to the extent that such risks impede the customer's ability to stay in
business and make timely payments to us.

OUR BUSINESS MAY BE SUBJECT TO INTERNATIONAL RISKS.

We are pursuing international business opportunities, including in China,
Mexico, Brazil, Europe, the Middle East, certain far eastern countries and
Africa. As to international business in the Middle East, our current target
markets include Saudi Arabia, Qatar, United Arab Emirates, Oman, Iraq,
Afghanistan and Jordan. Of these the only countries that we believe pose a
particular problem are Iraq and Afghanistan as a result of additional
instability. In Africa we are actively pursuing South Africa and Kenya as well
as engaging in discussions with engineering companies that bid on trans-African
projects. There are no special additional risks related to these countries that
are not disclosed in the list of risks affecting most international business. To
date, we have not engaged in any transactions on these countries. Our business
model has been implemented only in the United States and Canada where we produce
the ACCC core for delivery to General Cable under a manufacturing agreement and
for ACCC cable orders in China. Expansion internationally will depend on our
adaptation of this model to international markets and may be costly and time
consuming. Risks inherent in international operations in general include: (i)
unexpected changes in regulatory requirements, export restrictions, tariffs and
other trade barriers; (ii) hallenges in staffing and managing foreign
operations; (iii) differences in technology standards, employment laws and
business practices; (iv) longer payment cycles and problems in collecting
accounts receivable; (v) political instability; (vi) changes in currency
exchange rates; (vii) currency exchange controls; and (viii) potentially adverse
tax consequences.

In particular, certain of our target markets in the Middle East include Iraq and
Afghanistan in which there is considerable violent instability that may affect
our ability to operate in those markets.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS COULD INCREASE OUR OPERATING COSTS,
WHICH WOULD ADVERSELY AFFECT THE COMMERCIALIZATION OF OUR TECHNOLOGY.

Our intended operations are subject to various federal, state, and local laws
and regulations relating to the protection of the environment. These
environmental laws and regulations, which have become increasingly stringent,
are implemented principally by the Environmental Protection Agency and
comparable state agencies, and govern the management of hazardous wastes, the
discharge of pollutants into the air and into surface and underground waters,
and the manufacture and disposal of certain substances. There are no material
environmental claims currently pending or, to our knowledge, threatened against
us. In addition, we believe our planned operations will be implemented in
compliance with the current laws and regulations. We estimate that any expenses
incurred in maintaining compliance with current laws and regulations will not
have a material effect on our earnings or capital expenditures. However, there
can be no assurance that current regulatory requirements will not change, that
currently unforeseen environmental incidents will not occur, or that past
non-compliance with environmental laws will not be discovered.


                                       56
<PAGE>

CHANGES IN INDUSTRY STANDARDS AND REGULATORY REQUIREMENTS MAY ADVERSELY AFFECT
OUR BUSINESS.

As a manufacturer and distributor of wire and cable products we are subject to a
number of industry standard-setting authorities, such as the Institute of
Electrical and Electronic Engineers, the European based International Council on
Large Electric Systems , the American Society of Testing and Materials and the
Canadian Standards Association. In addition, many of our products may become
subject to the requirements of federal, state and local or foreign regulatory
authorities. Changes in the standards and requirements imposed by such
authorities could have an adverse effect on us. In the event we are unable to
meet any such standards when adopted our business could be adversely affected.
In addition, changes in the legislative environment could affect the growth and
other aspects of important markets served by us. While certain legislative bills
and regulatory rulings are pending in the energy and telecommunications sectors
which could improve our markets, any delay or failure to pass such legislation
and regulatory rulings could adversely affect our opportunities and anticipated
prospects may not arise. It is not possible at this time to predict the impact
that any such legislation or regulation or failure to enact any such legislation
or regulation, or other changes in laws or industry standards that may be
adopted in the future, could have on our financial results, cash flows or
financial position.

WE EXPERIENCE COMPETITION FROM OTHER COMPANIES IN THE ELECTRICAL UTILITY
INDUSTRY, WHICH COULD RENDER OUR PRODUCTS OBSOLETE OR SUBSTANTIALLY LIMIT THE
VOLUME OF PRODUCTS THAT WE SELL. THIS WOULD LIMIT OUR ABILITY TO COMPETE AND
ACHIEVE PROFITABILITY.

The market in which we compete is intensely competitive. Our competitors include
makers of traditional bare overhead wire and other companies with
developmental-stage products that may be marketing or developing products that
compete with our products or would compete with them if developed. There is no
certainty that unique technological advances won't be achieved by our
competition, with better capital resources, in the future or that would render
our technologies and products obsolete. We believe our competitors will continue
to improve the design and performance of their products and to introduce new
products with competitive price and performance characteristics. We expect that
we will be required to continue to invest in product development, productivity
improvements and customer service and support in order to compete in our
markets. Such competitors could develop a more efficient product or undertake
more aggressive and costly marketing campaigns than us which may adversely
affect our marketing strategies and could have a material adverse effect on our
business, results of operations or financial condition. In addition, as we
introduce new products, we will compete directly with a greater number of
companies. There is no assurance that we will compete successfully against
current or future competitors nor can there be any assurance that competitive
pressures faced by us will not result in increased marketing costs, loss of
market share or otherwise will not materially adversely affect our business,
results of operations and financial condition.

RISKS RELATED TO OUR SECURITIES

THERE IS CURRENTLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK, SO YOU MAY BE
UNABLE TO LIQUIDATE YOUR SHARES IF YOU NEED MONEY.

Our common stock is traded in the OTC market through the OTC Bulletin Board.
There is currently an active trading market for the common stock; however there
can be no assurance that an active trading market will be maintained. Trading of
securities on the OTC Bulletin Board is generally limited and is effected on a
less regular basis than that effected on other exchanges or quotation systems,
such as the NASDAQ Stock Market, and accordingly investors who own or purchase
common stock will find that the liquidity or transferability of the common stock
is limited. Additionally, a stockholder may find it more difficult to dispose
of, or obtain accurate quotations as to the market value, of common stock. There
can be no assurance that the common stock will ever be included for trading on
any stock exchange or through any other quotation system, including, without
limitation, the NASDAQ Stock Market.


                                       57
<PAGE>

THE APPLICATION OF THE PENNY STOCK RULES COULD ADVERSELY EFFECT THE MARKET PRICE
OF OUR COMMON STOCK.

As long as the trading price of our common stock is below $5.00 per share, the
open-market trading of our common stock will be subject to the penny stock
rules. The penny stock rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors, generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability of broker-dealers to sell the
common stock and may affect a stockholder's ability to resell the common stock.

Stockholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, dated April 17, 1991, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include: (i) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses.

THE PRICE OF OUR COMMON STOCK IS VOLATILE, WHICH MAY INCREASE IN THE FUTURE, AND
WHICH COULD AFFECT OUR ABILITY TO RAISE CAPITAL IN THE FUTURE OR MAKE IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

The market price of our common stock may be subject to significant fluctuations
in response to our operating results, announcements of new products or market
expansions by us or our competitors, changes in general conditions in the
economy, the financial markets, the electrical power transmission and
distribution industry, or other developments and activities affecting us, our
customers, or our competitors, some of which may be unrelated to our
performance. The sale or attempted sale of a large amount of common stock into
the market may also have a significant impact on the trading price of our common
stock. During the last 12 months, the closing bid prices for our common stock
have fluctuated from a high of $5.23 to a low of $0.45. Fluctuations in the
trading price or liquidity of our common stock may adversely affect our ability
to raise capital through future equity financings.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, WHICH MAY
REDUCE YOUR RETURN ON AN INVESTMENT IN OUR COMMON STOCK.

We plan to use all of our earnings; to the extent we have earnings, to fund our
operations. We have not paid dividends on the common stock and do not anticipate
paying such dividends in the foreseeable future. We cannot guarantee that we
will, at any time, generate sufficient surplus cash that would be available for
distribution as a dividend to the holders of our common stock. Therefore, any
return on your investment would derive from an increase in the price of our
stock, which may or may not occur.

In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted. If a
securities class action suit is filed against us, we would incur substantial
legal fees and our management's attention and resources would be diverted from
operating our business in order to respond to the litigation.


                                       58
<PAGE>

WE ISSUED DULY AUTHORIZED SHARES TO EMPLOYEES AND CONSULTANTS UNDER OUR 2002
NON-QUALIFIED STOCK COMPENSATION PLAN UNDER THE INCORRECT ASSUMPTION THAT WE HAD
REGISTERED THE SHARES PURSUANT TO FEDERAL SECURITIES LAWS. HOWEVER, WE
SUBSEQUENTLY REALIZED THAT THESE SHARES HAD NOT BEEN REGISTERED PRIOR TO
ISSUANCE. AS A RESULT, OUR ISSUANCE MAY HAVE VIOLATED FEDERAL AND STATE
SECURITIES LAWS, AND MAY RESULT IN OUR LIABILITY TO CERTAIN SUBSEQUENT
PURCHASERS OF THESE SHARES.

Between March 18, 2003 and February 4, 2004 we issued common stock and options
representing 1,504,780 shares of common stock to nine employees and consultants
in satisfaction of bona fide services rendered and valued at an aggregate amount
of $880,266 pursuant to our 2002 Non-Qualified Stock Compensation Plan. Although
we believed that we and our counsel had filed the appropriate registration
statement on Form S-8, it came to our attention in February, 2004 in connection
with the preparation of a registration statement that an appropriate Form S-8
had not been filed. It may be determined that such issuances were not exempt
from registration or qualification under federal and state securities laws, and
we did not obtain the required registrations or qualifications. As a result, we
may be subject to contingent liabilities from these investors, as well as
subsequent purchasers of the shares directly and indirectly issued. These
liabilities may include an obligation to make a rescission offer to the holders
of these shares and options. If rescission is required and accepted, we could be
required to make payments to the holders of these shares and options. In
addition, federal securities laws do not expressly provide that a rescission
offer will terminate a purchaser's right to rescind a sale of stock that was not
registered as required. If rescission is required, and any or all of the
offerees reject the rescission offer, we may continue to be liable under federal
and state securities laws. See our disclosure titled "Stock Compensation
Issuances."

AS OF MAY 9, 2006 7,837,342 COMMON SHARES ARE ISSUABLE UPON EXERCISE OF ALL
OUTSTANDING OPTIONS, WARRANTS AND CONVERSION OF CONVERTIBLE DEBENTURES FOR LESS
THAN THE MARKET PRICE OF $1.32 PER SHARE. CASH PROCEEDS RESULTING FROM THE FULL
EXERCISE AND CONVERSION OF THESE SECURITIES WOULD BE APPROXIMATELY $5,830,375.
THE EXERCISE OR CONVERSION OF THESE SECURITIES COULD RESULT IN THE SUBSTANTIAL
DILUTION OF THE COMPANY IN TERMS OF A PARTICULAR PERCENTAGE OWNERSHIP IN THE
COMPANY AS WELL AS THE BOOK VALUE OF THE COMMON SHARES. THE SALE OF A LARGE
AMOUNT OF COMMON SHARES RECEIVED UPON EXERCISE OF THESE OPTIONS OR WARRANTS ON
THE PUBLIC MARKET TO FINANCE THE EXERCISE PRICE OR TO PAY ASSOCIATED INCOME
TAXES, OR THE PERCEPTION THAT SUCH SALES COULD OCCUR, COULD SUBSTANTIALLY
DEPRESS THE PREVAILING MARKET PRICES FOR OUR SHARES. FULL CONVERSION OF SUCH
SHARES WOULD INCREASE THE OUTSTANDING COMMON SHARES BY 5.8% TO APPROXIMATELY
143,167,000 SHARES.

The exercise price or conversion price of outstanding options, warrants and
convertible debentures may be less than the current market price for our common
shares. In the event of the exercise of these securities, a shareholder could
suffer substantial dilution of his or her investment in terms of the percentage
ownership in us as well as the book value of the common shares held. At the May
9, 2006 market price of $1.32 per share, 5,939,682 shares would be exercisable
or convertible for less than the market prices. Full exercise and conversion of
these below market shares would result in us receiving cash proceeds of
$3,439,323 and would increase the outstanding common shares by 5.8% to
approximately 143,167,000 shares.


                                       59
<PAGE>

OUR FUTURE REVENUE IS UNPREDICTABLE AND COULD CAUSE OUR OPERATING RESULTS TO
FLUCTUATE SIGNIFICANTLY FROM QUARTER TO QUARTER.

Our quarterly revenue and operating results are difficult to predict and may
fluctuate significantly from quarter to quarter. Because we have not had any
substantial ACCC product revenues to date, we can have no assurance that our
revenues will materialize. Since our revenues may fluctuate and are difficult to
predict, and our expenses are largely independent of revenues in any particular
period, it is difficult for us to accurately forecast revenues and
profitability.

Our business is subject to a variety of additional risks, which could materially
adversely affect quarterly and annual operating results, including:

(i) market acceptance of our composite technologies by utility companies;
(ii) due to the potential lengthy lead time for the implementation of new lines
or the reconductoring of existing lines, the extent and timing of these new
cable transactions with utility companies may lead to significant delays in
sales that could adversely impact our cash flow;
(iii) the loss of a strategic relationship or termination of a relationship with
a cable partner, specifically General Cable;
(iv) announcements or introductions of new technologies or products by us or our
competitors;
(v) delays or problems in the introduction or performance of enhancements or of
future generations of our technology;
(vi) failures or problems in our utility cable product, particularly during the
early stages of the introduction of the product when problems or failures
identified during trials carried out with the product or during its installation
or operation can have an adverse effect;
(vii) delays in the adoption of new industry standards or changes in market
perception of the value of new or existing standards;
(viii) competitive pressures resulting in lower revenues;
(ix) personnel changes, particularly those involving engineering and technical
personnel;
(x) costs associated with protecting our intellectual property;
(xi) the potential that customers could fail to make payments under their
current contracts, including Global American Energy;
(xii) market-related issues, including lower ACCC Cable demand brought on by
excess cable inventory and lower average selling prices for ACCC cable as a
result of market surpluses;
(xiii) increased costs or shortages of key raw materials including aluminum,
carbon fiber and glass fiber;
(xiv) regulatory developments; and
(xv) general economic trends and other factors.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk relates primarily to our cash balances and the
effect that changes in interest rates have on the interest earned on that
portfolio. Our convertible notes and debentures bear a fixed rate of interest.

As of March 31, 2006 we did not hold any derivative financial instruments for
speculative or trading purposes. The primary objective of our investment
activities is the preservation of principal while maximizing investment income
and minimizing risk. As of March 31, 2006, we had $0.7 million in cash, cash
equivalents and short-term investments that mature in twelve months or less. Due
to the short duration of these financial instruments, we do not expect that a
change in interest rates would result in any material loss to our investment
portfolio.

ITEM 4: CONTROLS AND PROCEDURES

Based on an evaluation under the supervision and with the participation of the
Company's management, including the Chief Executive Officer, the acting Chief
Operating Officer, the Company's principal executive officer and principal
financial officer have concluded that the Company's disclosure controls and
procedures (as defined under the Securities Exchange Act of 1934, as amended
(Exchange Act)) were effective as of December 31, 2005 to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

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 due to
inadequate accounting and finance 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.


                                       60
<PAGE>

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.

During the quarter ended March 31, 2006 the Company added two Directors, one of
whom is considered to be independent, is a financial expert, and who will chair
the Audit and Compensation Committees.

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

During the quarter ended March 31, 2006 the Company improved the user
administration and user access validation procedures.

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.

During the quarter ended March 31, 2006 the Company improved the tracking of
inventory movement and implemented additional procedures to properly monitor
manufacturing variances.

There were no significant changes in the Company's internal control over
financial reporting identified in management's evaluation during the first six
months of fiscal 2006 that have materially affected or are reasonably likely to
materially affect the Company's internal control over financial reporting.


                                       61
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Bankruptcy Proceedings and Summary of Reorganization Plan

On May 5, 2005 we filed a voluntary reorganization plan and disclosure statement
under the provisions of Title 11 of the Federal Bankruptcy Code in the United
States Bankruptcy Court for the Central District of California under case number
SA 05-13107 JR. Our disclosure statement was approved by the bankruptcy court on
July 6, 2005 and a hearing was held resulting in the confirmation of our
bankruptcy plan October 31, 2005. The order approving our bankruptcy plan was
entered November 18, 2005 and concurrently notice was given that the plan
effective date was established as November 18, 2005. We are now in the process
of implementing the plan of reorganization. The "Q" was removed from our trading
symbol on December 1, 2005.

We filed for voluntary reorganization because multiple lawsuits were taxing the
Company's managerial, operational and financial resources and threatened to
divert management from their duties of running the business. One of these
lawsuits had resulted in an attachment of more than $2.5 million of the
Company's funds. We believed that the bankruptcy filing would release cash for
the operation of our business, give us a reprieve from burdensome litigation so
that management could focus on marketing and sales, and stay attempts to
collect, secure or enforce remedies with respect to most pre-petition claims. We
also chose to have these lawsuits heard by the Bankruptcy Court as part of the
reorganization to provide a fair and reasonable means of addressing each claim
and affording the same treatment to each claim. Had the lawsuits proceeded in
different jurisdictions there would have been a possibility of inconsistent
judgments.

As required by the Bankruptcy Code, our plan of reorganization classifies claims
and interests according to their right to priority. The confirmed plan is an
Exhibit to this annual report. The plan states whether each claim or interest is
impaired or unimpaired and provides the treatment for each class. An impaired
claim or interest means that a party's legal rights have been altered in any
manner under applicable law. The table below summarizes our reorganization plan.


                                       62
<PAGE>

<TABLE>
<CAPTION>

---------- ------------------------------------ -------------- ---------------------------------------------------------------------
Class No.  Description                          Impaired       Treatment
                                                (Y/N)
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
<S>        <C>                                  <C>            <C>
2-A        General Unsecured Claim              Yes            Allowed Claims, or Claims that CTC has filed with the Bankruptcy
                                                               Court and not listed as disputed, contingent or unliquidated and as
           Approximately 50 holders of          Impaired;      to which no objection has been timely filed, in this class will be
           General Unsecured Claims, or         claims in      paid the full amount of their respective Allowed Claim, without
           unsecured Claims against CTC that    this class     interest, in six monthly installment payments commencing thirty days
           are not entitled to priority under   are entitled   after the Effective Date, or generally the date not later than 30
           Chapter 11 of the Bankruptcy Code,   to vote on     days after the date on which the Bankruptcy Court enters its order
           totaling approximately               the plan.      confirming the reorganization plan and such order becomes a Final
           $1,725,418.70. This amount                          Order. A Final Order means an order or judgment of the Bankruptcy
           includes Disputed Claims, or                        Court, or other court of competent jurisdiction, that has not been
           Claims that CTC has identified as                   reversed, stayed, modified or amended, and as to which the time to
           unliquidated, disputed or                           appeal has expired or any right to appeal has been waived to CTC's
           contingent or as to which a timely                  satisfaction or any appeal has been resolved by the highest court to
           objection has been timely filed to                  which the order was appealed timely or from which rehearing was
           any portion of such Claim. Under                    denied.
           the terms of our disclosure
           statement, a Claim is a right to                    Allowed Claims also include Claims as to which proof of claim has
           payment from CTC or a right to an                   been filed by a holder of a Claim in accordance with applicable
           equitable remedy for breach of                      federal law by August 9, 2005, and as to which no objection has been
           performance if such breach gives                    timely filed or any such objection has been determined by a Final
           rise to a right to payment from                     Order. The Reorganized Debtor, or CTC on or after the Effective
           CTC.                                                Date, will have the right to pay these Claims prior to the due dates
                                                               noted above without premium or penalty.

                                                               If CTC is required to pay interest on these claims, the applicable
                                                               annual interest rate shall be 3%.
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
</TABLE>


                                       63
<PAGE>
<TABLE>
<CAPTION>

---------- ------------------------------------ -------------- ---------------------------------------------------------------------
Class No.  Description                          Impaired       Treatment
                                                (Y/N)
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
<S>        <C>                                  <C>            <C>
2-B        Debenture Holders, which means                      Allowed Claims in this class will be paid pursuant to their existing
           Midsummer Investment, Ltd.,                         agreements with CTC subject to modifications.
           Islandia, L.P., Omicron Master
           Trust and Bristol Investment Fund,                  Post-petition accrued interest due to the Debenture Holders as
           Ltd.                                                governed by the documents shall be paid in common stock of CTC on
                                                               the Effective Date pursuant to Bankruptcy Code section 1145. The
           Four Claims totaling                                approximate quarterly interest payment is $225,000 based on simple
           $15,087,500.00                                      interest at six percent on the balance of $15 million.
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
3-A        Subordinated Securities Claims, or   Yes            Allowed Subordinated Securities Claims, or an Allowed Claim or any
           Claims subject to subordination                     portion thereof that arises from the Ascendiant Action, the Tarbox
           under Bankruptcy Code section        Impaired;      Action, the O'Keefe Action, the Shields Action, or the Acquvest
           510(b), including without            claims in      Action and that has been allowed by a Final Order of the Bankruptcy
           limitation, any Claim that arises    this class     Court, will be issued common stock of CTC pursuant to Bankruptcy
           from the rescission of a purchase    are entitled   Code Section 1145 in an amount equal to the full amount of their
           or sale of the common stock of the   to vote on     Claim that is ultimately adjudicated as an Allowed Claim. The number
           Company, or for damages arising      the plan.      shares of common stock of CTC to be issued to holders of Allowed
           from the purchase or sale of the                    Subordinated Securities Claims shall be determined by dividing the
           common stock of the Company, or                     judgment or settlement dollar amount by the average of the reported
           for reimbursement, indemnification                  closing bid price per share of CTC Common Stock on the OTC Bulletin
           or contribution allowed under                       Board (as reported by Bloomberg L.P. at 4:15 PM (New York time)
           Bankruptcy Code section 502 on                      during the twenty regular session trading days immediately preceding
           account of such Claim.                              the effective date of the judgment or settlement.
           Subordinated Securities Claims
           include any claims arising out of                   CTC has not reviewed the proofs of interest, if any, filed by
           the Acquvest Action, the                            holders of Subordinated Securities Claims. CTC reserves its right to
           Ascendiant Action, the Tarbox                       object to any of the proofs of interest filed by the holders of
           Action, the O'Keeffe Action or the                  Subordinated Securities Claims.
           Shields Action
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
3-B        Interests, or a share of common      Yes            The rights of Interest holders are modified by the plan. The common
           stock in CTC                                        stock of CTC will remain in effect and will be diluted to a smaller
                                                Impaired;      percentage of the outstanding stock in the Reorganized Debtor as a
           This class includes current          claims in      result of the common stock of CTC to be issued to Allowed
           holders of warrants                  this class     Subordinated Securities Claims. The percentage by which the common
                                                are entitled   stock of CTC will be diluted depends on the total amount of
                                                to vote on     Subordinated Securities Claims that are ultimately deemed to
                                                the plan       be Allowed Claims.

                                                               CTC has not reviewed the proofs of interest, if any, filed by
                                                               the Interest holders. CTC reserves its right to object to any of the
                                                               proofs of interest filed by the Interest holders on any reasonable
                                                               grounds.
---------- ------------------------------------ -------------- ---------------------------------------------------------------------
</TABLE>


Class One Creditors are unimpaired, and are not entitled to vote on the plan.
Therefore, they are not included in the above chart.

As of March 31, 2006, all allowed general unsecured claims under the plan have
been paid in full. All stock required to be issued under the plan to holders of
allowed claims and/or pursuant to court-approved settlements has been
distributed. The company is in compliance with all applicable bankruptcy code
provisions, with the plan of reorganization, and with guidelines of the Office
of the United States Trustee. All remaining claims and litigation under review
or to be adjudicated by the Bankruptcy court are listed either in the litigation
footnote or the commitments and contingent liabilities footnotes to the
financial statements.


                                       64
<PAGE>

Tarbox v. Paul Koch, Acquvest, and Composite Technology Corporation (OCSC Case
No. 04CC10345):

On October 13, 2004, Michael Tarbox ("Tarbox") filed an action in Orange County
Superior Court (Case No. 04-CC-10345) against Paul Koch, Acquvest, CTC and Doe
Defendants. Tarbox alleges that Koch made fraudulent transfers to Acquvest and
the Doe Defendants for the purpose of avoiding the debt owed to Tarbox. Tarbox
alleges that CTC securities were intended to serve as security for a debt owed
by Koch to Tarbox. Tarbox alleges that Koch was not a bona fide purchaser of the
CTC securities since they received such securities for the benefit of Tarbox.
Tarbox further alleges that CTC breached an agreement to pay him a finder's fee
in connection with investments made by Koch, since the finder's fees was given
to Koch for the benefit of Tarbox. Tarbox alleges that CTC's breach has caused
him to suffer damages in excess of $750,000. On November 14, 2004, CTC filed a
demurrer to the Complaint, and the other defendants also filed a demurrer. The
Court granted leave to amend, and Tarbox then filed an amended Complaint. A
demurrer filed by the other Defendants was granted on February 22, 2005, and
Tarbox was again granted leave to amend. Tarbox filed a Second Amended
Complaint. CTC has answered to Second Amended Complaint. However, since CTC
delivered to Koch the finder's fee which Tarbox might have otherwise been
entitled to, on April 11, 2003, Tarbox executed a written release, whereby
Tarbox released CTC of any obligation to pay him a finder's fee in connection
with the introductions made to Paul Koch and Acquvest, Inc. Concurrent with the
Bankruptcy filing, the claim was removed to the Bankruptcy Court. On August 9,
2005 Tarbox filed a proof of claim asserting a right to shares and warrants in
CTC securities. On April 13, 2006, CTC and Tarbox agreed to settle all
outstanding claims and provide for a full release between CTC and Tarbox for
$100,000 payable in cash in equal monthly installments commencing on entry of
the approval of the settlement by the Bankruptcy court. The Company has accrued
this balance in accounts payable as of March 31, 2006.


                                       65
<PAGE>

ITEM 2--UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

Our 2005 annual meeting of stockholders (the "2005 Annual Meeting") was held on
March 7, 2006 at the Atrium Hotel, 18700 MacArthur Blvd Irvine, California
92612. Two proposals, as described in our Proxy Statement dated January 19,
2006, were voted on at the meeting. Following is a brief description of the
matters voted upon and the results of the voting:

1.  Election of Directors

    Nominee                                                  Number of Shares
    Benton H Wilcoxon                  For                         86,811,133
                                       Withheld                     2,661,341

    Michael D. McIntosh                For                         87,203,701
                                       Withheld                     2,268,773

    D. Dean McCormick, III             For                         88,522,833
                                       Withheld                       949,641


2. Ratification of selection of Singer Lewak Greenbaum & Goldstein LLP, as the
independent auditor for Composite Technology

                          Number of Shares
      For                         89,130,423
      Against                        140,379
      Abstain                        201,671


ITEM 5 - OTHER INFORMATION

None


                                       66
<PAGE>

ITEM 6 - EXHIBITS

EXHIBITINDEX

Number       Description
2.1(1)       Articles of Merger of ElDorado Financial Group, Inc., a Florida
             corporation, into ElDorado Financial Group, Inc., a Nevada
             corporation.

2.2(2)       Agreement and Plan of Reorganization By and Among Transmission
             Technology Corporation, Certain of its Stockholders, and ElDorado
             Financial Group, Inc. dated November 3, 2001.

2.3(3)       Third Amended Chapter 11 Plan of Reorganization with non-material
             modifications of Composite Technology Corporation.

2.4(3)       Order confirming Debtor's Third Amended Chapter 11 Plan of
             Reorganization with Non-material Modifications.

3.1(1)       Articles of Incorporation of the Company.

3.2(4)       Bylaws as revised January 13, 2005.

10.1(1)      2001 Transmission Technology Corporation Incentive Compensation
             Stock Option Plan.

10.2(5)      Technology License Agreement by and between W.B.G., Inc. and
             Transmission Technology Corporation dated May 7, 2001.

10.3(6)      Composite Technology Corporation 2002 Non-Qualified Stock
             Compensation Plan.

10.4(7)      Consulting Agreement by and between Composite Products Development,
             Inc., George Korzeniowski and Composite Technology Corporation,
             dated March 1, 2002.

10.5(7)      License Agreement between Composite Technology Corporation and W.
             Brandt Goldsworthy & Associates, Inc., dated February 6, 2003.

10.6(7)      Firm Fixed Price Billable Services Agreement Terms and Conditions
             between EPRI Solutions, Inc. and Composite Technology Corporation,
             dated February 2003.

10.7(7)      Consulting Agreement between David C. Bryant and Composite
             Technology Corporation, dated February 21, 2003.

10.8(7)      Consulting Agreement by and between Composite Technology
             Corporation, CTC Cable Corporation and Global American Energy Inc.,
             dated March 31, 2003.

10.9(7)      Research Agreement between University of Southern California and
             Composite Technology Corporation, dated June 23, 2003.

10.10(8)     Composite Technology Corporation Option Agreement - Dominic J.
             Majendie dated August 11, 2003.

10.11(9)     Composite Technology Corporation Option Agreement - Benton Wilcoxon
             dated August 13, 2003.

10.12(9)     Composite Technology Corporation Option Agreement - William
             Arrington dated August 13, 2003.


                                       67
<PAGE>

10.13(8)     Employment Agreement between Composite Technology Corporation and
             Dominic J. Majendie, dated October 1, 2003.

10.14(7)     Joint Development Agreement between FCI SA and Composite Technology
             Corporation, dated November 5, 2003.

10.15(9)     Lease Agreement between Composite Technology Corporation and CNH,
             LLC dated November 7, 2003.

10.16(8)     Letter Agreement between the Registrant and the City of Kingman,
             Kansas, dated November 11, 2003.

10.17(11)    Form of Securities Purchase Agreement, Registration Rights
             Agreement and Common Stock Purchase Warrants, dated as of December
             16, 2003.

10.18(8)     Form of Securities Purchase Agreement including form of the
             Debenture attached as Exhibit A, form of the Registration Rights
             Agreement attached as Exhibit B thereto, form of the Common Stock
             Purchase Warrant attached as Exhibit C thereto, form of legal
             opinion attached as Exhibit D, form of Custodial and Security
             Agreement attached as Exhibit E, dated August 17, 2004.

10.19(12)    Manufacturing Agreement between Composite Technology Corporation
             and General Cable Corp dated October 2, 2004.

10.20(12)    Distribution Agreement between Composite Technology Corporation and
             General Cable Corp dated October 2, 2004.

10.21(13)    Letter Agreement between Composite Technology Corporation and
             Feldman Weinstein LLP, dated November 23, 2004.

10.22(14)    Engagement Agreement between Composite Technology Corporation and
             Brian Brittsan, dated December 18, 2004.

10.23(7)     Letter Agreement between Composite Technology Corporation and
             Midsummer Investment, Ltd., Bristol Investment Fund, Ltd.,
             Islandia, L.P. and Omicron Trust dated January 21, 2005.

10.24(7)     Employee Confidentiality and Assignment Agreement between David C.
             Bryant and Composite Technology Corporation, dated February 21,
             2005.

10.25(15)    Exclusive Brokerage and Risk Management Agreement by and between
             Brakke Snafnitz Insurance Brokers, Inc. and Composite Technology
             Corporation dated June 29, 2005.

10.26(16)    Securities Purchase Agreement including form of the Convertible
             Note, Registration Rights Agreement and the Common Stock Purchase
             Warrant, dated September 23, 2005.

10.27(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and Ronald Morris and American China
             Technology Systems, LLC.

10.28(3)     Settlement and Mutual Release Agreement entered into by and between
             Composite Technology Corporation and Ascendiant Capital Group.

10.29(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and City of Kingman, Kansas.


                                       68
<PAGE>

10.30(3)     Settlement and Mutual Release Agreement entered into by and between
             Composite Technology Corporation and David S. Shields, M.D.

10.31(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and Richard. O. Weed.

10.32(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and Frank Bishop.

10.33(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and G.S. Schwartz & Co.

10.34(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and Clem Hiel and Composite Support
             Solutions, Inc.

10.35(3)     Settlement Agreement entered into by and between Composite
             Technology Corporation and John Nunley.

10.36(3)     Mutual Release Agreement entered into by and between Composite
             Technology Corporation and Acquvest, Inc., Paul R. Koch, Victoria
             Koch, and Patricia Manolis.

10.37(3)     Confidential Information and Invention Assignment Agreement entered
             into by and between Composite Technology Corporation and Dominic
             J.G.G. Majendie.

10.38(17)    Second Amendement to securities Purchase Agreement dated October 7,
             2005.

10.39(18)    Agreement between City of Kingman, Kansas and Composite Technology,
             dated as of september 23, 2005.

10.40(19)    Amendement to Securities Purchase Agreement, dated October 3, 2005.

10.41(19)    Form of Senior Convertible Note.

14           Code of Ethics.

21(7)        Subsidiaries of the Registrant.

31.1         Rule 13a-14(a) / 15d-14(a)(4) Certification

32.1         Section 1350 Certification


(1) Incorporated herein by reference to Form 10-KSB filed as a Form 10-KT with
the U. S. Securities and Exchange Commission on February 14, 2002.

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

(3) Incorporated by reference to the Form 8-K filed with the U. S. Securities
and Exchange Commission on November 25, 2005.

(4) Incorporated herein by reference to Form 8-K filed with the U.S. Securities
and Exchange Commission on January 18, 2005.

(5) Incorporated herein by reference to Form 8-K filed with the U. S. Securities
and Exchange Commission on January 11, 2002.

(6) Incorporated herein by reference to Definitive Schedule 14C filed with the
U.S. Securities and Exchange Commission on January 27, 2003.

(7) Incorporated herein by reference to Form 10KSB, as amended, filed with the
U.S. Securities and Exchange Commission on August 8, 2005.

(8) Incorporated herein by reference to Form SB-2/A (File No. 333-118991) filed
with the U.S. Securities and Exchange Commission on October 29, 2004.

(9) Incorporated herein by reference to Form 10-KSB filed with the U.S.
Securities and Exchange Commission on February 4, 2004.

(10) Incorporated herein by reference to Form SB-2 filed with the U.S.
Securities and Exchange Commission on January 25, 2005.

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

(12) Incorporated herein by reference to Form 8-K filed with the U.S. Securities
and Exchange Commission on October 7, 2004.


                                       69
<PAGE>

(13) Incorporated herein by reference to Form 8-K filed with the U.S. Securities
and Exchange Commission on November 24, 2004.

(14) Incorporated by reference to Form 8-K filed with the U.S. Securities and
Exchange Commission on January 11, 2005.

(15) Incorporated herein by reference to Form 8-K filed with the U.S Securities
and Exchange Commission on July 11, 2005.

(16) Incorporated by reference to Form 8-K filed with the U.S. Securities and
Exchange Commission on September 26, 2005.

(17) Incorporated by reference to Form 8-K filed with the U.S. Securities and
Exchange Commission on October 13, 2005.

(18) Incorporated by reference to Form 8-K filed with the U.S. Securities and
Exchange Commission on October 5, 2005.

(19) Incorporated by reference to Form 8-K filed with the U.S. Securities and
Exchange Commission on October 4, 2005.


                                       70
<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

                        COMPOSITE TECHNOLOGY CORPORATION
                                  (Registrant)


                                          By: /s/ Benton H  Wilcoxon
                                              -------------------------
                                              Benton H  Wilcoxon
                                              Chairman, Chief Executive
                                              Officer and Acting Chief
                                              Financial Officer

May 31, 2006




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