<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

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

(Mark one)
     [X]      Quarterly Report under Section 13 or 15(d) of the Securities
              Exchange Act of 1934

              FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

     [ ]      Transition Report under Section 13 or 15(d) of the Securities
              Exchange Act of 1934

              For the transition period from ______________ to _____________

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

                         Commission File Number: 0-10999
                                                 -------

                        COMPOSITE TECHNOLOGY CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

          18881 Von Karman Avenue, Suite 1630, Irvine, California 92612
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (949) 756-1091
                                 --------------
                         (Registrant's telephone number)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: February 18, 2002: 66,463,098
                                          -----------------------------

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





<PAGE>

                        COMPOSITE TECHNOLOGY CORPORATION

              Form 10-QSB/A for the Quarter ended December 31, 2001

                                Table of Contents

                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION

  Item 1   Financial Statements                                             3

  Item 2   Management's Discussion and Analysis
           of Financial Condition and Plan of Operation                     18

  Item 3   Controls and Procedures                                          20

PART II - OTHER INFORMATION

  Item 1   Legal Proceedings                                               20

  Item 2   Changes in Securities                                           21

  Item 3   Defaults Upon Senior Securities                                 21

  Item 4   Submission of Matters to a Vote of Security Holders             22

  Item 5   Other Information                                               22

  Item 6   Exhibits and Reports on Form 8-K                                23

SIGNATURES                                                                 23

                                       2





<PAGE>

ITEM 1 - PART 1 - FINANCIAL STATEMENTS
--------------------------------------

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)
                      RESTATED CONSOLIDATED BALANCE SHEETS
                           December 31, 2001 and 2000

                                   (UNAUDITED)
                                                                    December 31,
                                                                        2001
                                     ASSETS                         ------------
                                     ------
CURRENT ASSETS
   Cash on hand and in bank                                         $        --
   Advances to officers                                                  15,841
   Prepaid expenses                                                      30,078
                                                                    ------------
      TOTAL CURRENT ASSETS                                               45,919
                                                                    ------------

PROPERTY AND EQUIPMENT - AT COST
   Office furniture and equipment                                         8,684
   Accumulated depreciation                                              (1,915)
                                                                    ------------
      NET PROPERTY AND EQUIPMENT                                          6,769
                                                                    ------------

OTHER ASSETS
   Contract rights                                                      165,000
   Investments in other companies                                       236,270
                                                                    ------------
      TOTAL OTHER ASSETS                                                401,270
                                                                    ------------

   TOTAL ASSETS                                                     $   453,958
                                                                    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable - trade                                         $   264,076
   Accrued dividends payable                                             16,246
                                                                    ------------
      TOTAL CURRENT LIABILITIES                                         280,322
                                                                    ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Preferred stock - $0.001 par value
      5,000,000 shares authorized
      1,485 and -0- issued and outstanding                                    1
   Common stock - $0.001 par value
      200,000,000 shares authorized
      66,542,500 shares issued and outstanding                           66,543
   Additional paid-in capital                                         1,110,341
   Accumulated deficit                                               (1,003,249)
                                                                    ------------

   TOTAL SHAREHOLDERS' EQUITY                                           173,636
                                                                    ------------

   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $   453,958
                                                                    ============

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                       3





<PAGE>
<TABLE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)
      RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                    Three months ended December 31, 2001 and
    Period from March 28, 2001 (date of formation) through December 31, 2001

                                   (UNAUDITED)
<CAPTION>

                                                                         Cumulative
                                                                      development stage
                                                                       operations from
                                                                        March 28, 2001
                                                     Three months    (date of formation)
                                                         ended             through
                                                      December 31,       December 31,
                                                          2001               2001
                                                     --------------------------------
<S>                                                  <C>                <C>
REVENUES                                             $         --       $         --
                                                     -------------      -------------

EXPENSES
   General and administrative expenses                    101,985            233,121
   Legal, professional and consulting fees                390,885            508,585
   Reorganization expenses                                     --             30,000
   Interest expense                                            --                150
   Depreciation                                               681              1,915
   Compensation expense related to common
      stock issuances at less than "fair value"                --             76,000
                                                     -------------      -------------
      Total operating expenses                            493,553            849,773
                                                     -------------      -------------

LOSS FROM OPERATIONS                                     (493,553)          (849,773)

OTHER INCOME (EXPENSE)
   Carrying value impairment adjustment
      on investments in other companies                        --           (137,230)
                                                     -------------      -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                   (493,553)          (987,003)

PROVISION FOR INCOME TAXES                                     --                 --
                                                     -------------      -------------

NET LOSS                                                 (493,553)          (987,003)

OTHER COMPREHENSIVE INCOME                                     --                 --
                                                     -------------      -------------

COMPREHENSIVE LOSS                                   $   (493,553)      $   (987,003)
                                                     =============      =============

Earnings per share of common stock
   outstanding computed on net loss
   - basic and fully diluted                         $      (0.01)      $      (0.02)
                                                     =============      =============

Weighted-average number of shares
   outstanding - basic and fully diluted               66,512,935         65,130,178
                                                     =============      =============
</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                       4





<PAGE>
<TABLE>

                           COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                              (formerly Eldorado Financial Group, Inc.)
                                  (a development stage enterprise)
                           RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              Three months ended December 31, 2001 and
              Period from March 28, 2001 (date of formation) through December 31, 2001

                                             (UNAUDITED)
<CAPTION>

                                                                                      Cumulative
                                                                                  development stage
                                                                                   operations from
                                                                                    March 28, 2001
                                                                     Three months (date of formation)
                                                                         ended         through
                                                                      December 31,   December 31,
                                                                         2001            2001
                                                                      --------------------------
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                            $(493,553)      $(987,003)
   Adjustments to reconcile net loss
      to net cash provided by operating activities
         Depreciation                                                       681           1,915
         Amortization of prepaid expenses paid with common stock          3,281           9,297
         Compensation expense related to common stock issuances
             at less than "fair value"                                       --          76,000
         Carrying value impairment adjustment on
            investments in other companies                                   --         137,230
         Increase (Decrease) in
            Accounts payable - trade                                    254,451         264,076
                                                                      ----------      ----------

NET CASH USED IN OPERATING ACTIVITIES                                  (235,140)       (498,485)
                                                                      ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash advanced to officers                                             (7,099)        (15,841)
   Purchase of property and equipment                                    (1,284)         (8,684)
   Cash paid for investments in other companies                              --         (40,000)
                                                                      ----------      ----------

NET CASH USED IN INVESTING ACTIVITIES                                    (8,383)        (64,525)
                                                                      ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from sale of preferred stock                                 32,000         132,000
   Proceeds from sale of common stock                                   178,510         431,010
                                                                      ----------      ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                               210,510         563,010
                                                                      ----------      ----------

INCREASE (DECREASE) IN CASH                                             (33,013)             --

Cash at beginning of period                                              33,013              --
                                                                      ----------      ----------

CASH AT END OF PERIOD                                                 $      --       $      --
                                                                      ==========      -=========
</TABLE>
                                            - CONTINUED -

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                 5





<PAGE>
<TABLE>

                           COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                              (formerly Eldorado Financial Group, Inc.)
                                  (a development stage enterprise)
                     RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                              Three months ended December 31, 2001 and
              Period from March 28, 2001 (date of formation) through December 31, 2001

                                             (UNAUDITED)
<CAPTION>

                                                                                           Cumulative
                                                                                       development stage
                                                                                        operations from
                                                                                         March 28, 2001
                                                                          Three months (date of formation)
                                                                              ended         through
                                                                           December 31,   December 31,
                                                                              2001            2001
                                                                           --------------------------
<S>                                                                         <C>            <C>
SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the period                                             $      --      $     150
                                                                            ==========     ==========
   Income taxes paid for the period                                         $      --      $      --
                                                                            ==========     ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Preferred stock issued to acquire technology rights                      $      --      $ 165,000
                                                                            ==========     ==========
   Common stock issued to acquire investments in other companies            $ 191,250      $ 333,500
                                                                            ==========     ==========
   Common stock issued for prepaid representation agreement                 $      --      $  39,375
                                                                            ==========     ==========

</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                       6





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

               NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Composite Technology Corporation (Company) was incorporated under the laws of
the State of Florida on February 26, 1980 as Eldorado Gold & Exploration, Inc.
On January 13, 1987, the Company amended its Articles of Incorporation to change
the corporate name to Eldorado Financial Group, Inc. and modified the Company's
capital structure to allow for the issuance of up to 100,000,000 shares of
common stock at $0.001 par value per share.

On June 27, 2001, the Company changed its State of Incorporation from Florida to
Nevada by means of a merger with and into Eldorado Financial Group, Inc., a
Nevada corporation formed on June 25, 2001 solely for the purpose of effecting
the reincorporation. The Articles of Incorporation and Bylaws of the Nevada
corporation became the Articles of Incorporation and Bylaws of the surviving
entity. Such Articles of Incorporation did not make any changes to the capital
structure of the Company.

On November 3, 2001, the Company exchanged 60,000,000 shares of restricted,
unregistered common stock for 100.0% of the then issued and outstanding common
stock of Transmission Technology Corporation, a privately- owned Nevada
corporation. Transmission Technology Corporation was incorporated on March 28,
2001 and initially capitalized on April 3, 2001. Transmission Technology
Corporation was formed to own a license agreement related to patent-pending
composite reinforced electrical transmission cable utilizing composite core
materials. Transmission Technology Corporation became a wholly-owned subsidiary
of the Company.

In conjunction with the November 3, 2001 transaction, the Company, in November
2001, changed its corporate name to Composite Technology Corporation and amended
its Articles of Incorporation to allow for the issuance of up to 5,000,000
shares of $0.001 par value Preferred Stock from none previously authorized and
for the issuance of up to 200,000,000 shares of $0.001 par value Common Stock
from the 100,000,000 shares previously authorized.

On December 28, 2001, the Company's Board of Directors elected to change the
fiscal year-end of the Company from December 31 to September 30. Additionally,
the Board of Directors established the initial year-end of September 30 for the
Company's wholly-owned subsidiary, Transmission Technology Corporation. The
accompanying consolidated financial statements reflect this action.

The acquisition of Transmission Technology Corporation, on November 3, 2001, by
the Company effected a change in control and was accounted for as a "reverse
acquisition" whereby Transmission Technology Corporation is the accounting
acquiror for financial statement purposes. Accordingly, for all financial
statement presentations for periods subsequent to the September 30, 2001
year-end date, the financial statements of the Company reflect the historical
financial statements of Transmission Technology Corporation from its inception
on March 28, 2001 and the operations of the Company subsequent to September 30,
2001.

The accompanying consolidated financial statements contain the accounts of
Composite Technology Corporation (formerly Eldorado Financial Group, Inc.) and
its wholly-owned subsidiary, Transmission Technology Corporation. All
significant intercompany transactions have been eliminated. The consolidated
entities are collectively referred to as "the Company".

                                       7





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS - CONTINUED

During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Transitional Report on Form 10-KSB for the period
from January 1, 2001 through September 30, 2001. The information presented
within these interim financial statements may not include all disclosures
required by generally accepted accounting principles and the users of financial
information provided for interim periods should refer to the annual financial
information and footnotes when reviewing the interim financial results presented
herein.

In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending September 30, 2002.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

For segment reporting purposes, the Company operates in only one industry
segment and makes all operating decisions and allocates resources based on the
best benefit to the Company as a whole.

NOTE B - RESTATEMENT OF FINANCIAL INFORMATION

The November 3, 2001 change in control of the Company, effected by the
acquisition of Transmission Technology Corporation (a development stage
enterprise), created a situation whereby the consolidated overall operations of
the Company reverted back to that of a development stage enterprise. A

development stage enterprise is one where substantially all of its efforts are
devoted to establishing a new business plan and either the planned principal
operations have not commenced or the planned principal operations have
commenced, but there has been no significant revenue therefrom.

As a result of the November 3, 2001 transaction, the financial statements of the
Company reflect the historical financial statements of Transmission Technology
Corporation from its inception on March 28, 2001, as adjusted for the effective
recapitalization of the Company on November 3, 2001. The accompanying financial
statements have been restated to present the cumulative financial information,
as required by accounting principles generally accepted in the United States of
America, for the development stage activities of the consolidated entity.

While Composite Technology Corporation (formerly Eldorado Financial Group, Inc.)
was not a development stage enterprise but, rather, a dormant entity with
discontinued operations, management of Composite Technology is of the opinion
that development stage reporting for the consolidated entity is more
appropriate.

                                       8





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - RESTATEMENT OF FINANCIAL INFORMATION - CONTINUED

Management is restating it's financial statements for all quarterly and annual
periods, commencing with the Transitional Report on Form 10-KSB for the period
ended September 30, 2001 through the quarterly period ended June 30, 2003. The
financial statements will be restated to present the cumulative financial
information, as required by accounting principles generally accepted in the
United States of America, for the development stage activities of the
consolidated entity. There will be no change to the previously reported results
of operations or balance sheet composition for any of the aforementioned
periods. The restatement will consist only of adding the cumulative from
inception balances on the Statement of Operations and Comprehensive Loss and the
Statements of Cash Flows.

Accordingly, for all periods subsequent to December 31, 2000, the financial
statements of the Company reflect the historical financial statements of
Transmission Technology Corporation from its inception on March 28, 2001, as
adjusted, retroactively, for the effective recapitalization of the Company on
November 3, 2001.

NOTE C - GOING CONCERN UNCERTAINTY

We are engaged in the development, production, and commercialization of
composite reinforced cable and support systems for use in electrical power
transmission and distribution systems. The Company continues to be in the
process of research and development related to its product line and has not
commenced operations. Accordingly, the Company is considered in the development
stage.

We plan to obtain capital through loans or equity offerings in order to have the
funds required to complete the implementation of our plan of operation. We
currently have no material commitments for capital expenditures.

We anticipate receiving orders for our products during the final three months of
fiscal 2003. Prior to the consummation, processing and shipment of revenue
generating orders, we anticipate that we will remain dependent on the receipt of
additional financing from third parties. If such financing is not available, we
may be required to discontinue operations.

The Company's current management anticipates that the initial capitalization
will be sufficient to maintain the corporate status of the Company in the
immediate future. Because of the Company's lack of operating assets, the
Company's continuance may become dependent on either future sales of securities
and/or advances or loans from significant stockholders or corporate officers to
provide sufficient working capital to preserve the integrity of the corporate
entity during the development phase.

There is no assurance that the Company will be able to obtain additional equity
or debt funding or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.

It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.

                                       9





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - RELATED PARTY TRANSACTIONS

Prior to the November 3, 2001 acquisition of Transmission Technology Corporation
(TTC) by the Company, TTC engaged in significant transactions involving both
Preferred Stock and Common Stock of TTC with an entity in which a shareholder,
officer, and director of TTC, and subsequently, the Company, is a shareholder
and officer. Key transactions involving this relationship include the issuance
of the Series A and Series B Preferred Stock and the issuance of Common Stock to
acquire various marketable and restricted securities in various unrelated
entities and to acquire the rights to patent-pending Composite Reinforced
Aluminum Conductor technology.

NOTE E - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents
   -------------------------

   For Statement of Cash Flows purposes, the Company considers all cash on hand
   and in banks, including accounts in book overdraft positions, certificates of
   deposit and other highly-liquid investments with maturities of three months
   or less, when purchased, to be cash and cash equivalents.

2. Property and Equipment
   ----------------------

   Property and equipment are recorded at historical cost. These costs are
   depreciated over the estimated useful lives of the individual assets,
   generally 4 to 10 years, using the straight-line method.

   Gains and losses from disposition of property and equipment are recognized as
   incurred and are included in operations.

3. Research and development expenses
   ---------------------------------

   Research and development expenses are charged to operations as incurred.

4. Advertising expenses
   --------------------

   Advertising and marketing expenses are charged to operations as incurred.

5. Income taxes
   ------------

   The Company utilizes the asset and liability method of accounting for income
   taxes. At December 31, 2001 and 2000, respectively, the deferred tax asset
   and deferred tax liability accounts, as recorded when material, consist of
   temporary differences. Temporary differences represent differences in the
   recognition of assets and liabilities for tax and financial reporting
   purposes, primarily allowance for doubtful accounts and accumulated
   depreciation.

   As of December 31, 2001 and 2000, the deferred tax asset related to the
   Company's net operating loss carryforward is fully reserved. Due to the
   provisions of Internal Revenue Code Section 338, the Company may have no net
   operating loss carryforwards available to offset financial statement or tax
   return taxable income in future periods as a result of a change in control
   involving 50 percentage points or more of the issued and outstanding
   securities of the Company.

                                       10





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE E - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

6. Income (Loss) per share
   -----------------------

   Basic earnings (loss) per share is computed by dividing the net income (loss)
   by the weighted-average number of shares of common stock and common stock
   equivalents (primarily outstanding options and warrants). Common stock
   equivalents represent the dilutive effect of the assumed exercise of the
   outstanding stock options and warrants, using the treasury stock method. The
   calculation of fully diluted earnings (loss) per share assumes the dilutive
   effect of the exercise of outstanding options and warrants at either the
   beginning of the respective period presented or the date of issuance,
   whichever is later. As of December 31, 2001, the Company's outstanding stock
   options and warrants are considered anti-dilutive due to the Company's net
   operating loss position. As of December 31, 2000, the Company had no warrants
   and/or options issued and outstanding.

NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.

NOTE G - CONTRACT RIGHTS

On April 12, 2001, the Company issued 165 shares of restricted, unregistered
Series A Cumulative Convertible Preferred Stock to an entity in which a
shareholder, officer, and director of TTC, and subsequently, the Company, is a
shareholder and officer to acquire the rights to patent-pending Composite
Reinforced Aluminum Conductor technology. This transaction was valued at an
agreed-upon amount of approximately $165,000.

As of December 31, 2001 and subsequent thereto, the Company and the licensor are
involved in litigation questioning the validity of the original license
agreement (See NOTE L - Contingencies). Management is of the opinion that the
license agreement will be upheld and no valuation impairment of the original
agreed-upon acquisition cost has been provided in the accompanying financial
statements.

NOTE H - INVESTMENTS IN OTHER COMPANIES

Investments in other companies consists of the following at December 31, 2001:

                                                Initial   Carrying value at
       Investee company                        Valuation  December 31, 2001
       ----------------                        ---------  -----------------

     Integrated Performance Systems, Inc.      $ 10,500        $  1,000
     STL Group, Inc.                             73,200           1,000
     TMA Ventures, LLC/ MEMX, Inc.               44,050           1,000
     AMJ Logistics, Inc.                        245,750         233,270
                                               ---------       ---------

         Totals                                $373,500        $236,270
                                               =========       =========

                                       11





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE H - INVESTMENTS IN OTHER COMPANIES - CONTINUED

On April 12, 2001, the Company exchanged 15,086,000 equivalent post-acquisition
shares of restricted, unregistered common stock with an entity in which a
shareholder, officer, and director of TTC, and subsequently, the Company, is a
shareholder and officer for various marketable and restricted securities in
various unrelated entities. The initial exchange transaction was valued using an
agreed-upon valuation of approximately $137,750. On September 30, 2001, upon
evaluation, management recognized a valuation impairment of approximately
$137,230 against these holdings. Management determined that no further
impairment of the carrying value of these assets occurred during the quarter
ended December 31, 2001.

Integrated Performance Systems, Inc. (IPS) is a publicly-traded electronics
manufacturing corporation located in Frisco, Texas. IPS is a manufacturer and
supplier of performance-driven circuit boards for high-speed digital computer
and telecommunications applications. The Company acquired an aggregate 3,000
shares of IPS in the April 12, 2001 transaction.

STL Group, Inc. (STL) is a privately-owned company based in Cleveland, Ohio
involved in manufacturing and distributing patented and FDA approved solid
surgical implants and other surgical products. The Company acquired an aggregate
15,000 post-STL forward split shares of STL in the April 12, 2001 transaction.

TMA Ventures, LLC/MEMX, Inc. is a privately-owned company which was formed in
2000 to commercialize micro electro-mechanical systems "MEMS" technologies
licensed by Sandia National Laboratories, specifically to make an all optical
cross-connect microchip for optical switches. The Company acquired an aggregate
3,389 units in TMA Ventures, Inc., which convert on a one-for-one basis into
shares in MEMX, Inc., in the April 12, 2001 transaction.

AMJ Logistics, Inc. (AMJ) is a privately-owned software company based in Tucson,
Arizona. AMJ's primary product is an open-architecture, event-driven,
object-oriented integrated Electronic Data Interchange (EDI) system providing
transaction accountability for a complete audit trail for history and accurate
tracing of costs.

The Company, on August 11, 2001, executed a 30-day purchase option to acquire up
to an additional 110,000 unregistered, restricted shares of AMJ at prices
ranging between $12.40 and $16.00 per share. During August 2001, the Company
paid $10,000 in cash and issued 158,800 equivalent post-acquisition shares of
restricted, unregistered common stock, valued at $4,500, to acquire
approximately 72,665 shares of AMJ common stock under this option.

On September 29, 2001, the Company made an advance of $30,000 cash to AMJ. On
October 13, 2001, AMJ and the Company agreed to convert this $30,000 advance and
an additional advance of $20,000, made on October 3, 2001, into 3,125 shares of
AMJ restricted, unregistered common stock.

On December 4, 2001, the Company and AMJ settled the outstanding balances on the
purchase option agreement with the issuance of 42,500 shares of the Company's
restricted, unregistered common stock to AMJ in exchange for 37,335 shares of
restricted, unregistered AMJ common stock. This transaction was valued at
approximately $191,450, based upon the discounted closing price of the Company's
common stock on the transaction date.

As a result of all AMJ transactions, through December 31, 2001, the Company owns
an aggregate 114,125 shares of AMJ, including the initial 1,000 shares acquired
in the April 12, 2001 transaction.

                                       12





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE I - PREFERRED STOCK

Preferred stock consists of the following as of December 31, 2001 and 2000:

                                          December 31, 2001   December 31, 2000
                                          -----------------   -----------------
                                         # shares par value  # shares par value
                                         -------- ---------  -------- ---------

Series A Cumulative Convertible Stock        165     $  --   $   --   $   --
Series B Cumulative Convertible Stock      1,320         1       --       --
                                           ------    ------  -------  -------

     Totals                                1,485     $   1       --       --
                                           ======    ======  =======  =======

On April 12, 2001, the Company authorized and allocated 165 shares of Series A
10.0% Cumulative Convertible Preferred Stock. The Series A Preferred Stock
(Series A Stock) was issued at $1,000.00 per share. The Series A Shares are
entitled to receive cumulative cash dividends at a rate of 10.0% per annum of
the issue price ($1,000.00 per share) from the date of issuance of the shares
until such shares are converted into common stock or redeemed by the Company.
The dividends are payable quarterly on the last day of March, June, September
and December in each year, commencing on September 30, 2001. The Series A Shares
are convertible into common stock at a negotiated conversion rate of $0.47 per
effective post-acquisition share at the election of the holder beginning 90 days
after the date of issuance. The Series A Shares are callable at any time by the
Company at a price of 102.0% of issue value upon a 10-day advance written
notice. These shares were issued on April 12, 2001 to an entity in which an
shareholder, officer, and director of TTC, and subsequently, the Company, is a
shareholder and officer to acquire the rights to patent-pending Composite
Reinforced Aluminum Conductor technology. This transaction was valued at an
agreed-upon amount of approximately $165,000.

On June 27, 2001, the Company authorized and allocated 2,000 shares of Series B
10% Cumulative Convertible Preferred Stock. The Series B Preferred Stock (Series
B Stock) was issued at $100.00 per share. The Series B Stock is entitled to
receive cumulative cash dividends at a rate of 10.0% per annum of the issue
price ($100.00 per share) from the date of issuance of the shares until such
shares are converted into common stock or redeemed by the Company. The dividends
are payable quarterly on the last day of March, June, September and December in
each year, commencing on September 30, 2001. Any dividends on the Series B Stock
that are not paid within 30 days after the date upon which payment thereof is
due shall bear interest at 10.0% per annum from such date until ultimately paid.
The shares are convertible into common stock at a rate of $1.25 per effective
post-acquisition share at the election of the holder beginning 90 days after the
date of issuance. On September 30, 2002, the Company may call up to 50% of the
number of shares of Series B Stock originally issued, less the shares that have
been converted into common stock by the holders, at a price of $109 per share
during the next 12 months. On September 30, 2003 and for each succeeding year,
the Company may call the same number of shares at a price of $106 per share. In
each case, the Company must give at least 10 days advance written notice of the
Company's intent to call to the respective holders of the Series B Stock.

On August 28, 2001, the Company sold 1,000 Series B Shares to an entity in which
a shareholder, officer, and director of TTC, and subsequently, the Company, is a
shareholder and officer for cash proceeds of approximately $100,000.

On October 11, 2001, the Company sold 320 Series B Shares to an unrelated
individual for cash proceeds of approximately $32,000.

                                       13





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE I - PREFERRED STOCK - CONTINUED

In the event the Company does not pay any required dividends on either the
Series A Stock or the Series B Stock by 365 days after the due date thereof, the
number of directors on TTC's Board of Directors will be increased by one and the
holders of the respective Series A Stock Series B Stock who have not received
such dividends for such period may elect the extra director. Upon the payment of
the dividends, the term of the extra director will automatically end and the
Board will return to its prior size.

NOTE J - COMMON STOCK TRANSACTIONS

On November 3, 2001, in connection with a business combination transaction, the
Company's then controlling shareholder surrendered and cancelled an aggregate
3,116,515 shares of common stock to the Company for no consideration. The effect
of this transaction was to reduce the common stock account by the par value
(approximately $3,117) and increase the additional paid-in capital account.

On November 3, 2001, the Company executed an Agreement and Plan of
Reorganization whereby the Company issued an aggregate 60,000,000 shares of
restricted, unregistered common stock to the shareholders of Transmission
Technology Corporation (TTC) in exchange for 100.0% of the issued and
outstanding common stock of TTC. TTC was incorporated as a Nevada corporation on
March 28, 2001 to own a license agreement related to patent-pending composite
reinforced electrical transmission lines utilizing composite core materials.
Transmission Technology Corporation became a wholly-owned subsidiary of the
Company.

On November 3, 2001, the Company issued an aggregate 450,000 shares of
restricted, unregistered common stock to four (4) unrelated entities and/or
individuals as compensation for various financial consulting services provided
in the above discussed Agreement and Plan of Reorganization. This transaction
was valued at approximately $90,000, which approximates the "fair value" of the
Company's stock on the date of the transaction using the discounted closing
price of the Company's common stock as quoted on the NASDAQ Electronic Bulletin
Board.

On October 18, 2001, the holder of the Warrant to purchase shares of the
Company's common stock exercised 7,940 warrants and purchased 7,940 equivalent
post-acquisition shares of restricted, unregistered common stock for $10,000
cash.

On October 24, 2001, the Company sold an aggregate 15,880 equivalent
post-acquisition shares of restricted, unregistered common stock to an unrelated
entity for approximately $61,500 cash.

On October 26, 2001, the Company sold an aggregate 27,632 equivalent
post-acquisition shares of restricted, unregistered common stock to an
individual for approximately $107,010 cash.

On December 4, 2001, the Company issued 42,500 shares of the Company's
restricted, unregistered common stock in exchange for 37,335 shares of
restricted, unregistered AMJ common stock. This transaction was valued at
approximately $191,450, which approximated the "fair value" of the Company's
stock on the date of the transaction using the discounted closing price of the
Company's common stock as quoted on the NASDAQ Electronic Bulletin Board.

                                       14





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE K - STOCK OPTIONS

On May 15, 2001, TTC established the 2001 Incentive Compensation Stock Option
Plan (Plan). The purpose of the Plan is to grant options to purchase the
Company's common stock to employees of the Company and any subsidiaries to
attract and retain persons of ability and provide incentives for them to exert
their best efforts on behalf of the Company. The Plan is administered by either
the Company's Board of Directors or a committee established and appointed by the
Board of Directors. Under the Plan, the Board has reserved 4,764,000 shares of
common stock to support the underlying options which may be granted. The
exercise price of the underlying shares will be determined by the Board of
Directors; however, the exercise price may not be lower than 100.0% 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 shall automatically terminate on May 15,
2021 and no options under the Plan may be granted after May 15, 2011.

In June 2001, the Board of Directors granted an aggregate 1,357,740 options to
various officers and employees to purchase an equivalent number of shares of
restricted, unregistered common stock. The options were issued at exercise
prices of $0.31 to $0.35 per share and expire in either June 2006 or June 2011.

There was no exercise of any options through the period ended December 31, 2001.
The following table summarizes all options granted from the Plan's inception
through December 31, 2001.

<TABLE>
<CAPTION>
                             Options       Options           Options            Options      Exercise price
                             granted      exercised         terminated         outstanding      per share
                             -------      ---------         ----------         -----------      ---------
     <S>                     <C>            <C>               <C>               <C>          <C>
     2001 options            1,357,740           -                 -            1,357,740    $0.31 - $0.35
                             ---------      ------            ------            ---------

     Totals                  1,357,740           -                 -            1,357,740
                             =========      ======            ======            =========
</TABLE>

The weighted average exercise price of all issued and outstanding options at
December 31, 2001 is approximately $0.33.

Had compensation cost for options granted been determined based on the fair
values at the grant dates, as prescribed by SFAS 123, the Company's net loss and
net loss per share would not have changed significantly as the exercise price of
the options was relatively equivalent to the market price at the grant date.

The calculations to estimate the fair value of the options were made using the
Black-Scholes pricing model which required making significant assumptions. These
assumptions include the expected life of the options, which was determined to be
the initial life of the corresponding option, either five (5) or ten (10) years,
the expected volatility, which was based on fluctuations of the stock price over
a 12 month period, the expected dividends, determined to be zero based on past
performance, and the risk free interest rate, which was estimated using the bond
equivalent yield of 6.0% at December 31, 2001 and 2000, respectively.

                                       15





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE L - STOCK WARRANT

The Company, on July 12, 2001, as compensation for changing the conversion terms
of the Series A Preferred Stock, granted the holder of the Series A Preferred
Stock a stock warrant to purchase 1,905,600 shares of the Company's equivalent
post-acquisition restricted, unregistered common stock at a price of $1.26 per
share. This warrant is exercisable at any time after its issuance and expires on
June 12, 2006.

On October 18, 2001, the holder of the Warrant to purchase shares of the
Company's common stock exercised 7,940 warrants and purchased 7,940 shares of
restricted, unregistered common stock for $10,000 cash.

<TABLE>
<CAPTION>
                                         Warrants             Warrants
                                        originally         outstanding at
                                          issued          December 31, 2001   Exercise price
                                          ------          -----------------   --------------
<S>                                      <C>                  <C>            <C>
Series A Preferred Stock Warrants        1,905,600            1,897,660      $1.26 per share
                                         ---------            ---------

Totals at December 31, 2001              1,905,600            1,897,660
                                         =========            =========
</TABLE>

NOTE M - COMMITMENTS

The Company operates in leased offices, located in Irvine, California, on a
month-to-month agreement at a rate of approximately $3,120 per month.

NOTE N - CONTINGENCIES

On or about August 15, 2001, TTC commenced an arbitration with the American
Arbitration Association in Los Angeles, California against W. Brandt Goldsworthy
& Associates (WBG&A) and W. B. G., Inc. (WBG), an entity affiliated with WBG&A,
seeking to enforce a License Agreement between TTC and WBG dated May 7, 2001.

Concurrent with the above action, TTC entered an action in the United States
District Court for the Central District of California (Court) against WBG&A and
WBG (Case No. CV 01-07118 GHK (AJWx)) seeking preliminary injunctive relief and
to compel the parties to arbitrate.

WBG&A and WBG counterclaimed seeking to rescind the License Agreement on
numerous grounds, including but not limited to, alleged fraud and unfair
business practices. Additionally WBG&A and WBG included C. William Arrington,
President and COO of TTC, Tom Sawyer and Composite Power Corporation, an
unrelated entity, as third party defendants. The third party complaints were in
the nature of declaratory relief actions claiming that Mr. Sawyer was the sole
shareholder, officer and director of TTC at that time and that Mr. Arrington,
pursuant to a non-competition injunction issued against him in the State of
Nevada in an action commenced by Composite Power Corporation, was enjoined from
entering into the License Agreement and therefore it was illegal.

The motion for a preliminary injunction is sub judice. The petition to compel
arbitration has been completely briefed and there was a hearing set for January
28, 2002 and the Company is presently awaiting a Court directive in this matter.
Management and legal counsel are of the opinion that the Company and TTC have
meritorious claims.

                                       16





<PAGE>

                 COMPOSITE TECHNOLOGY CORPORATION AND SUBSIDIARY
                    (formerly Eldorado Financial Group, Inc.)
                        (a development stage enterprise)

         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE N - CONTINGENCIES - CONTINUED

Due to the early nature of the arbitration procedure, the Company anticipates no
material impact to either the results of operations, its financial condition or
liquidity based on the uncertainty of outcome, if any, of existing litigation,
either collectively and/or individually, at this time.

NOTE O - SUBSEQUENT EVENTS

On October 30, 2001, the Company issued an aggregate 79,400 equivalent
post-acquisition shares of restricted, unregistered common stock to its
corporate law firm at an agreed-upon value of approximately $300,000 as a
retainer for future legal services to be provided during a one-year period from
October 30, 2001. The retainer shares were scheduled to vest against normal
monthly billings from the law firm to the Company using the agreed- upon
valuation of $3.78 per share, regardless of the open market price of the
Company's common stock during the billing month. If the aggregate market value
of the 79,400 shares are worth less than $450,000 in the open market at the
average mean of the bid and ask price for the shares during the one-month period
just preceding the first anniversary of the retainer agreement (October 30,
2002) then the law firm will have 15 days to make a written election to either
a) exercise a downward adjustment in the agreed-upon price of $3.78 to an amount
of not less than $1.89 per share, which would cause the Company to issue up to
an additional 79,400 equivalent post- acquisition shares to the law firm or b)
put all 79,400 shares back to the Company and require payment in cash for the
legal services provided during the initial term of the agreement.

During January 2002, the Company and the law firm agreed to rescind this
transaction and the 79,400 shares were returned to the Company. All future
transactions between the Company and the law firm will be conducted on a cash
transaction basis.

                (Remainder of this page left blank intentionally)

                                       17





<PAGE>

PART I - ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

(1)  CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this quarterly filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-QSB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

(2)  GENERAL COMMENTS

Composite Technology Corporation (Company) was originally incorporated under the
laws of the State of Florida on February 26, 1980 as Eldorado Gold &
Exploration, Inc. On January 13, 1987, the Company amended its Articles of
Incorporation to change the corporate name to Eldorado Financial Group, Inc. and
modified the Company's capital structure to allow for the issuance of up to
100,000,000 shares of common stock at $0.001 par value per share. On June 27,
2001, the Company changed its State of Incorporation from Florida to Nevada by
means of a merger with and into Eldorado Financial Group, Inc., a Nevada
corporation formed on June 25, 2001 solely for the purpose of effecting the
reincorporation. The Articles of Incorporation and Bylaws of the Nevada
corporation became the Articles of Incorporation and Bylaws of the surviving
corporation. Such Articles of Incorporation did not make any changes to the
capital structure of the Company.

On November 3, 2001, the Company exchanged 60,000,000 shares of restricted,
unregistered common stock for 100.0% of the then issued and outstanding common
stock of Transmission Technology Corporation, a privately- owned Nevada
corporation. Transmission Technology Corporation was incorporated on March 28,
2001 and initially capitalized on April 3, 2001. Transmission Technology
Corporation was formed to own a license agreement related to patent-pending
composite reinforced electrical transmission cable utilizing composite core
materials. Transmission Technology Corporation became a wholly-owned subsidiary
of the Company.

In conjunction with the November 3, 2001 transaction, the Company, in November
2001, changed its corporate name to Composite Technology Corporation and amended
its Articles of Incorporation to allow for the issuance of up to 5,000,000
shares of $0.001 par value Preferred Stock from none previously authorized and
for the issuance of up to 200,000,000 shares of $0.001 par value Common Stock
from the 100,000,000 shares previously authorized.

On December 28, 2001, the Company's Board of Directors elected to change the
fiscal year-end of the Company from December 31 to September 30. Additionally,
the Board of Directors established the initial year-end of September 30 for the
Company's wholly-owned subsidiary, Transmission Technology Corporation. The
accompanying consolidated financial statements reflect this action.

                                       18





<PAGE>

The acquisition of Transmission Technology Corporation, on November 3, 2001, by
the Company effected a change in control and was accounted for as a" reverse
acquisition" whereby Transmission Technology Corporation is the accounting
acquiror for financial statement purposes. Accordingly, for all financial
statement presentations for periods subsequent to the September 30, 2001
year-end date, the financial statements of the Company reflect the historical
financial statements of Transmission Technology Corporation from its inception
on March 28, 2001 and the operations of the Company subsequent to September 30,
2001.

(3)  RESULTS OF OPERATIONS

The Company had no revenue for the quarter ended December 31, 2001 and was not
in formation at December 31, 2000.

General and administrative expenses for the quarter ended December 31, 2001 were
approximately $493,000 , of which legal and professional fees principally
associated with the reverse acquisition of Transmission Technology Corporation,
and regulatory reporting thereof, composed approximately $391,000 (79.31%) of
the total quarterly expenses. Accrued officer compensation of approximately
$49,000 (9.92%) and travel expenses of approximately $32,000 (6.49%) composed
other key expenditures for the quarter ended December 31, 2001.

(4)  PLAN OF OPERATION

Summary
-------

We plan to subcontract a limited production of composite core and the helical
winding of aluminum conductors so that a significant demonstration test in an
operating transmission line can be commenced by June 30, 2002. We expect that
the planned test will be conducted by a major American utility company along
with a consortium of approximately 15 other utility companies and the Electric
Power Research Institute. The test will be closely monitored for three months
after which time we anticipate receiving orders from utility companies, although
the demonstration will continue for at least two years. By June 30, 2002, we
plan to finalize the design and produce a working prototype of the specialized
production line capable of economically manufacturing high strength composite
core. We are presently negotiating various possible strategic relationships,
including joint ventures with conventional Aluminum Conductor Steel Reinforced
(ACSR) cable manufacturers, in which we will either sell our composite core,
license or sell our production equipment, or enter into an agreement with
respect to the production of cable using our composite core. The equipment can
be used for other types of high strength composite production with various
modifications in the event that there is any delay in the acceptance of the
composite reinforced cable. We intend to establish an equipment and product
prototype development facility in Southern California. We plan to continue
negotiating joint ventures for the production of our products in other
countries, including in China and Brazil.

Product Research and Development
--------------------------------

We believe research and development activities are important to our success.
Over the next 12 calendar months, we anticipate completing various other
composite reinforced cable designs and the development of the hardware required
to splice, terminate, and extend the cable. Additionally, we plan to design,
seek patents for, and produce prototypes of proprietary composite structures. We
plan to complete a unique prototype production equipment line that will allow
for the production of several types of products, which will allow us to expand
to different products.

Acquisition of Plant and Equipment
----------------------------------

We do not own any real estate or significant equipment. We do anticipate the
need for prototype equipment and product manufacturing capability in the near
future and are actively searching for facilities. The precise space requirements
are being finalized since we anticipate the requirement for prototype equipment
development to occur by June 30, 2002.

                                       19





<PAGE>

Personnel
---------

We currently have three full time employees; Benton H Wilcoxon, C. William
Arrington, and Robert Nikoley. Due to limited resources, we have not been able
to pay salaries to date. However, salaries are being accrued at a monthly rate
of $5,000 since April 1, 2001 for each of Mr. Wilcoxon and Mr. Arrington.

Numerous technical skills will be required to bring our products to market.
Recruiting efforts have begun and will continue in the near future. Independent
consultants, accountants and attorneys have been retained in the past and will
continue to be used extensively in the future.

(5)  LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, the Company had working capital of approximately
$(232,000) as compared to working capital of approximately $57,000 at the most
recent fiscal year-end of September 30, 2001.

During the first quarter of Fiscal 2002, the Company sold a combination of
preferred and common stock for gross proceeds of approximately $210,000, which
was used to support operations and working capital needs.

We plan to obtain capital through loans or equity offerings in order to have the
funds required to complete the implementation of our plan of operation. We
currently have no material commitments for capital expenditures.

We anticipate receiving orders for our products beginning in approximately
September 2002. Prior to that, we will be dependent on the receipt of additional
financing from third parties. If such financing is not available, we may be
required to discontinue operations.

We expect to recover some equipment development costs through the sale of
equipment to production joint ventures, although there can be no assurance that
we will sell any such equipment or enter into any such joint ventures.

It may be necessary for management and/or significant stockholders to obtain or
provide additional working capital necessary to support and preserve the
integrity of the corporate entity. However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.

ITEM 3 - CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

   See Notes to Restated Consolidated Financial Statements

                                       20





<PAGE>

ITEM 2 - CHANGES IN SECURITIES

   On October 11, 2001, the Company sold 320 shares of Series B Preferred Stock
   to Stephen Oltmann, an unrelated individual, for approximately $32,000 cash,
   in reliance upon the exemption from registration set forth in Section 4(2) of
   The Securities Act of 1933.

   On October 18, 2001, Red Guard Industries, Inc., the holder of the Warrant to
   purchase shares of the Company's common stock, exercised 7,940 warrants and
   purchased 7,940 shares of restricted, unregistered common stock for $10,000
   cash, in reliance upon the exemption from registration set forth in Section
   4(2) of The Securities Act of 1933. A Company shareholder, officer and
   director, Benton Wilcoxon, is also a shareholder and officer in Red Guard
   Industries, Inc.

   On October 24, 2001, the Company sold an aggregate 15,880 equivalent
   post-acquisition shares of restricted, unregistered common stock to DAKA
   Properties, LLC, an unrelated entity, for approximately $61,500 cash, in
   reliance upon the exemption from registration set forth in Section 4(2) of
   The Securities Act of 1933.

   On October 26, 2001, the Company sold an aggregate 27,632 equivalent
   post-acquisition shares of restricted, unregistered common stock to Gary
   Nordic, an unrelated individual, for approximately $107,010 cash, in reliance
   upon the exemption from registration set forth in Section 4(2) of The
   Securities Act of 1933.

   On October 30, 2001, the Company issued an aggregate 79,400 equivalent
   post-acquisition shares of restricted, unregistered common stock to Holland &
   Knight, LLP, its corporate law firm, at an agreed-upon value of approximately
   $300,000 as a retainer for future legal services to be provided during a
   one-year period from October 30, 2001. The retainer shares shall vest against
   normal monthly billings from the law firm to the Company using the
   agreed-upon valuation of $3.78 per share, regardless of the open market price
   of the Company's common stock during the billing month. If the aggregate
   market value of the 79,400 shares are worth less than $450,000 in the open
   market at the average mean of the bid and ask price for the shares during the
   one-month period just preceding the first anniversary of the retainer
   agreement (October 30, 2002) then the law firm will have 15 days to make a
   written election to either a) exercise a downward adjustment in the agreed-
   upon price of $3.78 to an amount of not less than $1.89 per share, which
   would cause the Company to issue up to an additional 79,400 equivalent
   post-acquisition shares to the law firm or b) put all 79,400 shares back to
   the Company and require payment in cash for the legal services provided
   during the initial term of the agreement. During January 2002, the Company
   and the law firm agreed to rescind this transaction and the 79,400 shares
   were returned to the Company. All future transactions between the Company and
   the law firm will be conducted on a cash transaction basis.

   On November 3, 2001, the Company issued an aggregate 450,000 shares of
   restricted, unregistered common stock to four (4) entities and/or individuals
   as compensation for various financial consulting services provided in the
   Agreement and Plan of Reorganization of same date. This transaction was
   valued at approximately $90,000, which approximates the "fair value" of the
   Company's stock on the date of the transaction using the discounted closing
   price of the Company's common stock as quoted on the NASDAQ Electronic
   Bulletin Board. The shares were issued as follows: Bridgestone Capital Group
   - 80,000 shares; Olympic Capital Group, LLC - 145,000 shares; First Boca
   Associates, Inc. - 40,000 shares; Glenn A. Little - 185,000 shares.

   On December 4, 2001, the Company and AMJ Logistics, Inc. (AMJ) settled the
   outstanding balances on the purchase option agreement with the issuance of
   42,500 shares of the Company's restricted, unregistered common stock to AMJ
   in exchange for 37,335 shares of restricted, unregistered AMJ common stock.
   This transaction was valued at approximately $191,450, based upon the
   discounted closing price of the Company's common stock on the transaction
   date.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

   As of the date of this filing, the Company is delinquent in making the
   required payment of accrued dividends on its issued and outstanding Series A
   10% Cumulative Convertible Preferred Stock (Series A Stock) and Series B 10%
   Cumulative Convertible Preferred Stock (Series B Stock).

                                       21





<PAGE>

   In the event the Company does not pay any required dividends by 365 days
   after the due date thereof, the number of directors on TTC's Board of
   Directors will be increased by one and the holders of the respective Series A
   Stock Series B Stock who have not received such dividends for such period may
   elect the extra director. Upon the payment of the dividends, the term of the
   extra director will automatically end and the Board will return to its prior
   size.

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

   On November 3, 2001, pursuant to a Written Consent of the Shareholders of
   Eldorado Financial Group, Inc., the following actions were undertaken:

     (1) Approved the execution of an Agreement and Plan of Reorganization among
         Eldorado Financial Group, Inc., Transmission Technology Corporation
         (TTC) and certain stockholders of TTC as being in the best interests of
         the stockholders of the Company and the transaction is on terms that
         are fair to such shareholders.

     (2) Approved the issuance of 450,000 shares of restricted, unregistered
         common stock to consultants who provided services on the TTC
         transaction. The shares were issued as follows: Bridgestone Capital
         Group - 80,000 shares; Olympic Capital Group, LLC - 145,000 shares;
         First Boca Associates, Inc. - 40,000 shares; Glenn A. Little - 185,000
         shares.

     (3) Approved the receipt of 3,116,515 shares from Glenn A. Little, without
         compensation, to reduce the issued and outstanding shares of common
         stock of the Company immediately prior to the consummation of the TTC
         transaction to 6,500,000.

     (4) Approved the issuance of 60,000,000 shares of restricted, unregistered
         common stock to the shareholders of TTC in exchange for their
         respective holdings in TTC whereby TTC became a wholly-owned subsidiary
         of the Company.

     (5) Approved an Amendment to the Company's Articles of Incorporation to
         change the corporate name from Eldorado Financial Group, Inc. to
         Composite Technology Corporation.

     (6) Approved an Amendment to the Company's Articles of Incorporation to
         allow for the issuance of up to 5,000,000 shares of $0.001 par value
         Preferred Stock from none previously authorized and for the issuance of
         up to 200,000,000 shares of $0.001 par value Common Stock from the
         100,000,000 shares previously authorized.

     (7) Approved the amendment of the Company's Corporate By-Laws, in their
         entirety so that they shall be identical to the By-Laws of TTC; except
         that the first sentence of Section 3.2 shall read as follows: "The
         number of directors for the Board of Directors of the Corporation shall
         not be less than one nor more than seven."

   On November 3, 2001, prior to the actions contained herein, the Company had
   9,166,515 shares of common stock issued and outstanding. Glenn A. Little
   controlled 8,548,899 shares, or approximately 93.26%, and approved these
   actions in the Written Consent of the Shareholders. Due to the majority
   control represented by these holdings, no proxy was solicited, nor
   information statement circulated, in anticipation of these actions.

ITEM 5 - OTHER INFORMATION

"Penny Stock Rules"
-------------------

   So 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

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<PAGE>

   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 shareholder's ability to resell the Common Stock.

   Stockholders should be aware that, according to Securities and Exchange
   Commission Release No. 34-29093, 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. Our management is aware of the abuses that have
   occurred historically in the penny stock market. Although we do not expect to
   be in a position to dictate the behavior of the market or of broker-dealers
   who participate in the market, management will strive within the confines of
   practical limitations to prevent the described patterns from being
   established with respect to our securities.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

   31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 -
        Chief Executive Officer
   31.2 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 -
        Chief Financial Officer
   32.1 Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Reports on Form 8-K
     November 20, 2001         Reporting of November 3, 2001 change in control
                               of the Company and reverse acquisition of
                               Transmission Technology Corporation.
     January 11, 2002          Reporting of  litigation related to a key license
                               agreement for the acquisition and use of certain
                               composite material technology.

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

                                   SIGNATURES

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

                                           COMPOSITE TECHNOLOGY CORPORATION

Date: February 3, 2004                     /s/ Benton H Wilcoxon
      -----------------                    --------------------------------
                                           Benton H Wilcoxon
                                           President, Director
                                           Chief Financial Officer and Secretary

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