SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------


                              COMPOSITE TECHNOLOGY
                                  CORPORATION
                            -----------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                        <C>
                     Nevada                                             59-2025385
--------------------------------------------------         --------------------------------------
(State or other jurisdiction of incorporation or           (I.R.S. Employer Identification No.)
organization)

                2026 McGaw Avenue
                   Irvine, CA                                              92614
--------------------------------------------------         --------------------------------------
    (Address of principal executive offices)                            (Zip Code)
</TABLE>


             2002 Non-Qualified Stock Compensation Plan, As Amended
            --------------------------------------------------------
                            (Full title of the plan)

                                 Benton Wilcoxon
                                2026 McGaw Avenue
                                Irvine, CA 92614
                                 (949) 428-8500

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED       AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING      AMOUNT OF
                                          REGISTERED (1)     PER SHARE (2)          PRICE(2)        REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>               <C>                   <C>
Common Stock                                6,729,568            $4.74             $31,898,152           $4,041
--------------------------------------------------------------------------------------------------------------------
Common Stock Underlying Options to          8,270,432            $4.74             $39,201,848           $4,967
Purchase Common Stock
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 15,000,000 shares of common stock of Composite Technology Corporation are
being registered for issuance pursuant to the 2002 Non-Qualified Stock
Compensation Plan. Pursuant to General Instruction E to Form S-8, the
registration fee is calculated only with respect to such shares.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
purposes of calculating the amount of the registration fee, based upon the
average of the high and low prices reported on the Over-The-Counter Electronic
Bulletin Board of the National Association of Securities Dealers, Inc. on
January 4, 2005.

<PAGE>


                                EXPLANATORY NOTES

      Composite Technology Corporation has prepared this Registration Statement
in accordance with the requirements of Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), for the purpose of:

      1.    Registering 6,729,568 shares of the Registrant's common stock, par
            value $0.001 per share, issuable to employees and consultants
            pursuant to the 2002 Non-Qualified Stock Compensation Plan (the
            "Plan").

      2.    Including a reoffer prospectus for the selling shareholders. The
            reoffer prospectus is filed as part of the Registration Statement on
            Form S-8 and has been prepared in accordance with the requirements
            of Part I of Form S-3 and may be used for reofferings and resales of
            up to 8,270,432 shares of common stock defined as "control
            securities" under Instruction C to Form S-8 acquired by "affiliates"
            (as the term is defined in Rule 405 of the General Rules and
            Regulations under the Securities Act) pursuant to the exercise of
            stock options granted under the Plan.


<PAGE>


                        COMPOSITE TECHNOLOGY CORPORATION

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3

<TABLE>
<CAPTION>
Form S-3 Item Number                                       Location/Heading in Prospectus
<S>                                                        <C>
 1.   Forepart of Registration Statement and Outside       Cover page
Front Cover page of Prospectus

 2.   Inside Front and Outside Back Cover Page of          Table of Contents
Prospectus

 3.   Summary Information, Risk Factors and Ratio of       The Company; Risk Factors
Earnings to Fixed Charges

 4.   Use of Proceeds                                      Use of Proceeds

 5.   Determination of Offering Price                      Not applicable

 6.   Dilution                                             Not applicable

 7.   Selling Security Holder                              Selling Security Holder

 8.   Plan of Distribution                                 Plan of Distribution

 9.   Description of Securities to be Registered           Not Applicable

10.   Interests of Named Experts and Counsel               Not Applicable

11.   Material Changes                                     Not Applicable

12.   Incorporation of Certain Information                 Documents Incorporated by Reference

13.   Disclosure of Commission Position on                 Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities             for Securities Act Liabilities
</TABLE>

<PAGE>

                                   PROSPECTUS

                        COMPOSITE TECHNOLOGY CORPORATION
                        8,270,432 SHARES OF COMMON STOCK


         This prospectus relates to the reoffer and resale by the selling
shareholders, identified below in the section entitled "The Selling
Shareholders," of up to 8,270,432 shares of common stock, $.001 par value per
share, of Composite Technology Corporation (the "Shares"). The selling
shareholders may sell the stock from time to time in the over-the-counter
market at the prevailing market price or in negotiated transactions. The
selling price of the shares will be determined by market factors at the
time of their resale.

         The shares are issuable to the selling shareholders under the Composite
Technology Corporation 2002 Non-Qualified Stock Compensation Plan as
compensation for its employees or consultants. All net proceeds from the reoffer
or resale of the shares of common stock offered by this prospectus will go to
the selling share holders. We will not receive any proceeds from such sales.

         Our common stock is quoted on the Over-the-Counter Electronic Bulletin
Board under the symbol CPTC.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by us or the
Selling Shareholder. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.


                 The date of this prospectus is January 7, 2005.

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


<PAGE>


         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The selling
stockholders are not offering these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of this
prospectus.

         Some of the statements contained in this prospectus, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may involve a number of risks and
uncertainties. The safe harbors of forward-looking statements provided by
Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of
penny stock. Our shares may be considered penny stock and such safe harbors set
forth under the Reform Act may not be available to us. Actual results and future
events may differ significantly based upon a number of factors more thoroughly
described in the "Risk Factors" section.

         Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to Composite Technology Corporation as "we" or "Composite Technology
Corporation."

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
THE COMPANY                                                                    3

RISK FACTORS                                                                   3

USE OF PROCEEDS                                                               11

SELLING SECURITY HOLDERS                                                      11

PLAN OF DISTRIBUTION                                                          13

DOCUMENTS INCORPORATED BY REFERENCE                                           14

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
  SECURITIES ACT LIABILITIES                                                  15



                                       2
<PAGE>


                                   THE COMPANY

         We are a Nevada corporation based in Irvine, California that
specializes in the development and commercialization of products relating to the
electrical utility industry using new materials that extend the design and
performance possibilities of our products.

         We have developed composite technologies and manufacturing processes
for products used in the global electrical utility industry. Our principal
product is our proprietary patent pending composite reinforced conductor known
as ACCC cable (Aluminum Conductor Composite Core). Our ACCC cable can transmit
up to two times more power than comparably sized conventional cables in use
today. ACCC can solve line sag problems, create energy savings through less line
losses, significantly lower electromagnetic fields, and can easily be
retrofitted on existing towers to upgrade energy throughput. ACCC cables allow
utility companies, power producers and transmission owners to easily replace
transmission lines using standard installation techniques and equipment without
modification to existing towers, thereby avoiding the deployment of new towers
and establishment of easements, all of which may be costly, time consuming,
controversial and harmful to the environment. Independent reviews confirm that
the use of our technology to replace existing lines could improve the
reliability and reduce stress on the already overloaded electrical
infrastructure at a fraction of the cost and in a much shorter time period than
is required to obtain expensive new easements and build new tower systems for
new lines.

         The product and production development strategy of the Company is to
take the initial concept to commercially promising prototype, then move from
production to design, 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 entire process is documented so that the technology will
be available for transfer to third parties or subsidiaries in a full scale
factory launch.

         At the beginning of the Fiscal Year ending September 2004, the Company
had completed its initial product and manufacturing process development and was
commencing the manufacture of ACCC cable core and the wrapping of the core with
aluminum under sub-contract with General Cable.

         During fiscal 2004, the Company has progressed its product and
production development path through product refinement to the commencement of
pilot plant operations with a unit of 2 lines. The unit has since been expanded
to 3 lines and is currently operating under factory conditions.

         Our principal executive offices are located at 2026 McGaw Avenue,
Irvine, California 92614 and our telephone number is (949) 428-8500. Our home
page on the Internet can be located at www.compositetechcorp.com.

                                  RISK FACTORS

You should carefully consider the following risks before making an investment
decision. The risks described below are not the only ones that we face. Our
business, operating results or financial condition could be materially adversely
affected by any of the following risks. The trading price of our common stock
could decline due to any of these risks, and you as an investor may lose all or
part of your investment. You should also refer to the other information set
forth in this report, including our consolidated financial statements and the
related notes.


WE ARE A "START-UP" COMPANY AND HAVE A LIMITED OPERATING HISTORY.

We are a "start-up" company and have a limited operating history. We are subject
to business risks that are typical of "start-up" companies and "lead-time"
factors are expected to affect the timing of our receipt of revenues. There can
be no assurance that we will be able to generate any significant revenues. Until
we generate significant revenues, we will experience negative cash flows and
financial losses. Our ability to generate revenues may be affected by numerous
factors. No assurance can be given that a demand for our product will develop
or, if it does develop, that it will be sufficient to justify our investment in
developing our intended business.


                                       3
<PAGE>

WE EXPECT FUTURE LOSSES AND WE MAY NOT BECOME PROFITABLE.

Prior to acquiring Transmission Technology Corporation ("TTC"), we were a shell
corporation having no operating history, revenues from operations, or assets
since December 31, 1989. We have not had any bookable revenues from operations
subsequent to acquiring TTC through June 30, 2004. 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.

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 and/or to obtain the necessary financing to
meet our obligations and repay our liabilities from normal business operations
when they come due. This is natural because during the product development
phase, a company must rely on the promise of future revenues (if the product
under development gains acceptance) to secure financing from the capital markets
so that it can complete the development of its products. There is no guarantee
that the product will be completed, accepted or provide a marketable advantage
and therefore no guarantee that the development will ever be profitable.

For the fiscal year ended September 30, 2004, we had a net loss of $(14,323,597)
and negative cash flows from operations of $(9,022,676). For the fiscal years
ended September 30, 2003 and 2002, we had net losses of $(6,751,252) and
$(5,752,377), respectively. For the same periods, we had negative cash flows
from operations of $(2,022,935) and $(715,923), respectively.

We had an operating cash flow deficit of $(9,022,676) as at September 30, 2004.
During fiscal 2004 this operating cash flow deficit was $(4,266,853) as of June
30, 2004, $(3,112,739), as of March 31, 2004, and $(1,224,719), as of December
31, 2003. The operating cash flow deficit was $(2,022,935), as of September 30,
2003.

As of September 30, 2004, our accumulated deficit was $(26,075,079).

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. SHOULD THIS OCCUR, THE VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK
COULD BE ADVERSELY AFFECTED, AND YOU COULD EVEN LOSE YOUR ENTIRE INVESTMENT.

While the Company has raised significant capital through its debenture offering,
it is possible that we will need to raise cash and additional working capital to
cover a possible shortfall in our cash and working capital until such time as we
become cash flow positive based solely on our revenues less operating and other
costs. Should the financing we require to sustain our working capital needs be
unavailable or prohibitively expensive when we require it, the consequences
would be a material adverse effect on our business, operating results, financial
condition and prospects.


                                       4
<PAGE>

OUR FAILURE TO RAISE NECESSARY CAPITAL COULD RESTRICT OUR GROWTH, LIMIT OUR
ABILITY TO DEVELOP AND MARKET OUR PRODUCT AND HINDER OUR ABILITY TO COMPETE.

In order to fully exploit our business plan, we may need to raise significant
additional funds. Failure to obtain adequate capital may: (i) restrict our
growth; (ii) limit our ability to market our product; (iii) limit the
development of our product; (iv) hinder our ability to compete; and (v) may
affect our ability to continue our business operations as planned. Any of these
consequences would have a material adverse effect on our business, results of
operations and financial condition.

TO SATISFY OUR CAPITAL REQUIREMENTS, WE MAY SEEK TO RAISE FUNDS IN THE PUBLIC OR
PRIVATE CAPITAL MARKETS.

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. We may seek additional funding through corporate collaborations
and other financing vehicles or from loans or investments from new or existing
stockholders. There can be no assurance that any such funding will be available
to us, or if available, that it will be available on acceptable terms. If
adequate funds are not available, we will 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, thereby eliminating stockholder equity, or we
could be forced to relinquish rights to some or all of our products under
development in return for an amount substantially less than we expended to
develop such products. If we are successful in obtaining additional financing,
the terms of the financing may have the effect of diluting the holdings or
adversely affecting the rights of the holders of common stock.

OUR PRODUCT MAY NOT BE ACCEPTED BY OUR POTENTIAL CUSTOMERS.

While we have received numerous inquiries about our products and technology,
there can be no assurance that we will be able to profit from the development or
manufacture of our products as planned, or that we will be successful in
consummating sales of our products to our potential customers. Our ability to
successfully commercialize our products will depend in part on the acceptance of
our products by our potential customers, primarily the major utility companies.
The failure of utility companies to purchase our products would have a material
adverse effect on our business, results of operations and financial condition.
Any unfavorable publicity concerning us or any of our products could have an
adverse effect on our ability to achieve acceptance of our products by utility
companies and to commercialize our products, which could have a material adverse
effect on our business, results of operations and financial condition.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.

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. Failure to manage our
growth effectively could have a material adverse effect on our business, results
of operations and financial condition. Significant additional growth will be
necessary for the Company to achieve its plan of operation.


                                       5
<PAGE>

WE MAY NOT BE ABLE TO DIVERSIFY OUR OPERATIONS INTO OTHER INDUSTRIES.

Because of the limited financial resources that we have, we may not be able to
diversify our activities into other areas outside the development, production,
and commercialization of cable and support systems for use in electrical power
transmission and distribution systems. Our inability to diversify our products
into other areas will subject us to economic fluctuations within this industry
and therefore increase the risks associated with our operations.

WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS AND MAY INFRINGE ON THE
PROPRIETARY RIGHTS OF OTHERS.

Establishment of patents and other proprietary rights is important to our
success and our competitive position. Accordingly, we intend to devote
substantial resources to the establishment and protection of patents and other
proprietary rights. There can be no assurance that the actions taken by us to
establish and protect any patents or other proprietary rights will be adequate
to prevent imitation of our products by others or to prevent others from
prohibiting sales of any products we may develop in violation of the patents and
proprietary rights of others. Moreover, no assurance can be given that others
will not assert rights in, or ownership of, patents and other proprietary rights
we may establish or acquire or that we will be able to successfully resolve such
conflicts.

There can be no assurance that any of our pending patents for our technologies
and products will be issued. There can be no assurance that any patents related
to the technology licensed under the License Agreement with W. Brandt
Goldsworthy & Associates, Inc. will be issued.

WE DEPEND ON KEY PERSONNEL AND WE MAY NOT BE ABLE TO ATTRACT AND RETAIN
QUALIFIED EMPLOYEES.

Our success will be largely dependent, in particular, upon the continuing
services of Benton H Wilcoxon, our Chief Executive Officer, and C. William
Arrington, our Special Vice President, Office of the CEO. If Mr. Wilcoxon or Mr.
Arrington were unable to provide services to us for whatever reason, our
business would be adversely affected. Neither Mr. Wilcoxon nor Mr. Arrington has
entered into employment agreements 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. There
can be no assurance that we will be successful in attracting and retaining key
personnel. The loss of key personnel or the inability to attract and retain the
additional, highly-talented employees required for the development and
commercialization of our products, could adversely affect our results of
operations and our business.

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

We will depend on establishing and maintaining relationships with strategic
partners. Our ability to develop, produce, and market our products is dependent
upon our ability to establish and maintain relationships with other companies
and individuals. We may not be able to enter into relationships with these
companies on commercially reasonable terms or at all. Even if we enter into
these relationships, not all such relationships may result in benefits for our
company.


                                       6
<PAGE>

WE CANNOT CONTROL THE COST OF OUR RAW MATERIALS.

Our principal raw materials will be glass and carbon fibers, plus various
polymer resins and high-grade 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.

As at the date of this filing, two stockholders in the aggregate beneficially
own or control approximately 35% of the outstanding common stock. As a result,
these persons will have the ability to control substantially all matters
submitted to our stockholders for approval and to control our management and
affairs.

WE WILL LIKELY EXPERIENCE CUSTOMER CONCENTRATION.

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.

OUR BUSINESS MAY BE SUBJECT TO INTERNATIONAL RISKS.

We are pursuing international business opportunities, including in China,
Mexico, Brazil, Europe, Russia, the Middle East, certain far eastern countries
and Africa. Risks inherent in international operations include unexpected
changes in regulatory requirements, export restrictions, tariffs and other trade
barriers; challenges in staffing and managing foreign operations; differences in
technology standards, employment laws and business practices; longer payment
cycles and problems in collecting accounts receivable; political instability;
changes in currency exchange rates; currency exchange controls; and potentially
adverse tax consequences.

WE MUST COMPLY WITH ENVIRONMENTAL REGULATIONS.

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.


                                       7
<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" (IEEE), the European based "International
Council on Large Electric Systems" ("CIGRE"), the "American Society of Testing
and Materials" (ASTM) 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 WILL EXPERIENCE COMPETITION FROM OTHER COMPANIES IN THE INDUSTRY.

Our competitors include makers of traditional bare overhead wire and other
companies with developmental-stage products that have the potential to compete
with ACCC cable. While we are not aware of any existing competing manufacturers
that have been able to significantly and cost effectively increase the
performance of the current electrical power transmission and distribution
cables, there is no certainty that unique technological advances won't be
achieved by our competition, with better capital resources, in the future. 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 which
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 can be no assurance that we
can 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.

WE ARE RESPONSIBLE FOR THE INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS.

Our Bylaws provide for the indemnification of our directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. This
indemnification policy could result in substantial expenditures, which we may be
unable to recoup.

                                       8
<PAGE>

TERRORIST ATTACKS AND OTHER ATTACKS OR ACTS OF WAR MAY ADVERSELY AFFECT THE
MARKETS IN WHICH WE OPERATE, OUR OPERATIONS AND OUR PROFITABILITY.

The attacks of September 11, 2001, and subsequent events, including the military
action in Iraq, have caused and may continue to cause instability in our markets
and have led and may continue to lead to, further armed hostilities or further
acts of terrorism worldwide, which could cause further disruption in our
markets. Acts of terrorism may impact our operations or those of our customers
or suppliers and may further limit or delay purchasing decisions of our
customers. Depending on their magnitude, acts of terrorism or war could have a
material adverse effect on our business, financial results, cash flows and
financial position.

RISKS RELATED TO INVESTMENT IN OUR SECURITIES

THERE IS CURRENTLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK.

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).

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, 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


                                       9
<PAGE>

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.

THE PRICE OF OUR COMMON STOCK IS VOLATILE.

The market price of the 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 common
stock. The closing bid prices for the common stock have fluctuated from a high
of $6.36 to a low of $0.87 since September 30, 2003.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid dividends on the common stock and do not anticipate paying such
dividends in the foreseeable future.

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
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, on February 5, 2004, it came to our attention that such registration
statement 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.

A LARGE NUMBER OF COMMON SHARES ARE ISSUABLE UPON EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND CONVERTIBLE DEBENTURES. THE EXERCISE OR CONVERSION OF
THESE SECURITIES COULD RESULT IN THE SUBSTANTIAL DILUTION OF THE COMPANY IN


                                       10
<PAGE>

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.

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/her investment in terms of the percentage
ownership in the Company as well as the book value of the common shares held.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the Shares by the
selling security holders. Should any of the selling shareholders holding stock
options choose, in their sole discretion, to exercise any of their stock
options, we would receive the proceeds from the exercise price. We intend to use
the proceeds from the exercise of stock options by the selling shareholders for
working capital and general corporate purposes.

                             SELLING SECURITYHOLDERS

         The following table provides certain information with respect to
certain selling security holders' beneficial ownership of Common Stock as of
January 3, 2005, and as adjusted to give effect to the sale of all of the shares
offered hereby. The selling shareholders can offer all, some or none of their
shares of our common stock, thus we have no way of determining the number they
will hold after this offering. Therefore, we have prepared the table below on
the assumption that the selling shareholders will sell all shares covered by
this prospectus.

<TABLE>
<CAPTION>
                                                                    Number of Shares
                          Number of Shares                          Beneficially Owned
                          Beneficially Owned    Number of Shares    After Offering(2)
Name                      Before Offering(1)    Being Offered       Number of Shares       Percentage

<S>                       <C>                   <C>                 <C>                    <C>
Benton H Wilcoxon         19,858,441(3)         2,635,216(4)         19,477,312              17.2%
C. William Arrington      20,631,641(5)         2,635,216(6)         20,250,512              17.8%
Dominic Majendie             675,000(7)         1,000,000(8)            250,000                 *%
Brian Brittsan (9)         1,000,000(10)        1,000,000(10)                 0                 0%
Bradford Wheatley (11)     1,000,000(12)        1,000,000(12)                 0                 0%
</TABLE>

* Less than 1%


------

(1) The number and percentage of share beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other


                                       11
<PAGE>

purpose. Under such rule, beneficial ownership includes any shares as to which
each selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days.

(2) Assumes that all shares will be resold by the selling stockholders and none
will be held by the selling stockholders for their own accounts.

(3) Mr. Wilcoxon is our Chief Executive Officer, Chairman of the Board, and
Acting Chief Financial Officer. Includes 19,477,312 shares beneficially owned
and an additional 381,129 options to purchase shares that are exercisable during
the next 60 days from an option granted to purchase a total of 635,216 shares of
common stock.

(4) Includes options granted to purchase 635,216 shares of common stock at a
price of $0.35 and additional options to purchase a further 2,000,000 shares of
common stock at a price of $0.53 which were granted subject to the approval of
an independent committee established by the Board of Directors to consider
compensation.

(5) Mr. Arrington is our Special Vice President, Office of the CEO and Director.
Includes 20,250,512 shares beneficially owned and an additional 381,129 options
to purchase shares that are exercisable during the next 60 days from an option
granted to purchase a total of 635,216 shares of common stock.

(6) Includes options granted to purchase 635,216 shares of common stock at a
price of $0.35 and additional options to purchase a further 2,000,000 shares of
common stock at a price of $0.53 which were granted subject to the approval of
an independent committee established by the Board of Directors to consider
compensation.

(7) Includes 250,000 shares beneficially owned and an additional 425,000 options
to purchase shares that are exercisable during the next 60 days from an option
granted to purchase a total of 1,000,000 shares of common stock.

(8) Includes options granted to purchase 1,000,000 shares of common stock at a
price of $0.53.

(9) Mr. Brittsan was made an offer by the Company on November 2, 2004 that has
been accepted. Under the terms of that offer, Mr. Brittsan has commenced working
for the company as a consultant and, following a probationary period, he would
be appointed as an officer of the company. In this connection, he was granted an
option to purchase 1,000,000 common shares of the company's that would become
effective should he be appointed an officer of the company. These options will
vest over a 5 year period.

(10) Includes shares underlying stock options to purchase 1,000,000 shares at an
exercise price of $1.74.

(11) Mr. Wheatley was made an offer by the Company on October 8, 2004 that has
been accepted. Under the terms of that offer, Mr. Wheatley has commenced working
for the company as a consultant and, following a probationary period, he would
be appointed as an officer of the company. In this connection, he was granted an
option to purchase 1,000,000 common shares of the company's that would become
effective should he be appointed an officer of the company. These options will
vest over a 5 year period.

(12) Includes shares underlying stock options to purchase 1,000,000 shares at an
exercise price of $1.50.


                                       12
<PAGE>

                              PLAN OF DISTRIBUTION

         Each selling shareholder is free to offer and sell his or her common
stock at such times, in such manner and at such prices as he or she may
determine. As used in this prospectus, "Selling Shareholders" includes the
pledgees, donees, transferees or others who may later hold the Selling
Shareholders' interests in our common stock. We will pay the costs and fees of
registering the common stock, but each Selling Shareholders will pay their own
brokerage commissions, discounts or other expenses relating to the sale of the
common shares. We will not receive the proceeds from the sale of the shares by
the Selling Shareholders, except in the event that a selling shareholder
exercises any warrants. Although the Selling Shareholders are not required to
exercise the stock options, if they do so we will receive the proceeds from the
exercise.

         The Selling Shareholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Shareholders may use any one or more of
the following methods when selling shares:

            * ordinary brokerage transactions and transactions in which the
      broker-dealer solicits purchasers;

            * block trades in which the broker-dealer will attempt to sell the
      shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

            * purchases by a broker-dealer as principal and resale by the
      broker-dealer for its account;

            * an exchange distribution in accordance with the rules of the
      applicable exchange;

            * privately negotiated transactions;

            * broker-dealers may agree with the Selling Shareholders to sell a
      specified number of such shares at a stipulated price per share;

            * a combination of any such methods of sale; and

            * any other method permitted pursuant to applicable law.

         The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Shareholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

         The Selling Shareholders may from time to time pledge or grant a
security interest in some or all of the shares or common stock or warrants owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act, amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.


                                       13
<PAGE>


         The Selling Shareholders may also transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The Selling Shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Shareholders have
informed us that none of them have any agreement or understanding, directly or
indirectly, with any person to distribute the common stock.

         We are required to pay all fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a) The following documents are hereby incorporated by reference into this
prospectus:

                  (1) The Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, that the Registrant filed with the Commission on December
23, 2004, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (2) The description of the Registrant's common stock, which is
contained in a registration statement filed on February 13, 2004 (Registration
No. 333-112798), as amended on March 25, 2004, May 7, 2004, June 2, 2004 and
June 21, 2004.

                  (3) The registration statement and prospectus on Form S-8
(Registration No. 333-83504) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 27, 2002.

                  (4) The registration statement and prospectus on Form S-8
(Registration No. 333-112679) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 10, 2004.

                  (3) All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the termination of the offering shall be deemed to be
incorporated by reference into this prospectus.

                  (4) The Registrant shall provide to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus but not
delivered with the prospectus. After receiving a written or oral request for
such information, the Registrant shall provide this information to the requester
at no charge. To request such information, please write to Benton Wilcoxon,
Composite Technology Corporation, 2026 McGaw Avenue, Irvine, California or call
(949) 428-8500.


                                       14
<PAGE>


              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Our Articles of Incorporation limit the liability of our directors to
the fullest extent permitted under Section 78.037 of the Nevada General
Corporation Law. As permitted by Section 78.037 of the Nevada General
Corporation Law, our Company's Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of our officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for us or on our behalf. We will defend, indemnify and
hold harmless our directors or officers of our company from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or be reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own gross negligence or willful misconduct.

         The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right of to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our charter or Bylaws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file annual and quarterly reports with the U.S. Securities and
Exchange Commission (SEC). In addition, we file additional reports for matters
such as material developments or changes within us, changes in beneficial
ownership of officers and director, or significant shareholders. These filings
are a matter of public record and any person may read and copy any materials we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers, including
us, that file electronically with the SEC. We are not required to deliver an
annual report with this prospectus, nor will we do so. However, you may obtain a
copy of our annual report, or any of our other public filings, by contacting us
or from the SEC as mentioned above.

         This prospectus constitutes a part of a registration statement on Form
S-8 filed by us with the Commission under the Securities Act of 1933. As
permitted by the rules and regulations of the Commission, this prospectus omits
certain information that is contained in the registration statement. We refer
you to the registration statement and related exhibits for further information
with respect to us and the securities offered. Statements contained in the
prospectus concerning the content of any documents filed as an exhibit to the
registration statement (or otherwise filed with the Commission) are not
necessarily complete. In each instance you may refer to the copy of the filed
document. Each statement is qualified in its entirety by such reference.

         No person is authorized to give you any information or make any
representation other than those contained or incorporated by reference in this
prospectus. Any such information or representation must not be relied upon as
having been authorized. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of the prospectus.


                                       15
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a) The Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, that the Registrant filed with the Commission on December
23, 2004, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (b) The description of the Registrant's common stock, which is
contained in a registration statement filed on February 13, 2004 (Registration
No. 333-112798), as amended on March 25, 2004, May 7, 2004, June 2, 2004 and
June 21, 2004.

                  (c) The registration statement and prospectus on Form S-8
(Registration No. 333-83504) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 27, 2002.

                  (d) The registration statement and prospectus on Form S-8
(Registration No. 333-112679) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 10, 2004.

                  (e) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

                  Not applicable. The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Richardson & Patel, LLP has given an opinion on the validity
of the securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Company's
common stock pursuant to this Form S-8 registration statement.


                                       16
<PAGE>


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  See the "Disclosure of Commission Position on Indemnification
for Securities Act Liabilities" in the Prospectus for the indemnification
provisions of the Nevada General Corporation Law and the Registrant's Articles
of Incorporation, as amended, and Bylaws.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

               5.0  Opinion regarding legality
              23.1  Consent of Singer Lewak Greenbaum & Goldstein, LLP
              23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5.0)

ITEM 9.       UNDERTAKINGS.

                  (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       17
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 7th day of
January, 2005.

                               COMPOSITE TECHNOLOGY CORPORATION


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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:


Dated: January 7, 2005            /s/ Benton H Wilcoxon
                                  ----------------------------------------------
                                  Benton H Wilcoxon, Chairman of the Board,
                                  Chief Executive Officer, Acting Chief
                                  Financial Officer


Dated:  January 7, 2005           /s/ William Arrington
                                  ----------------------------------------------
                                  William Arrington, Special Vice President,
                                  Office of the CEO and Director




                                       18
[{"type": "S-8", "sequence": "1", "filename": "v010712_s8.txt", "secsgml_size_bytes": 67172}]
{"company-data": {"conformed-name": "COMPOSITE TECHNOLOGY CORP", "cik": "0000317477", "assigned-sic": "3600", "irs-number": "592025386", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121922", "film-number": "05519502"}, "business-address": {"street1": "2026 MCGRAW AVE", "city": "IRVINE", "state": "CA", "zip": "92614", "phone": "(949) 428-8500"}, "mail-address": {"street1": "2026 MCGRAW AVE", "city": "IRVINE", "state": "CA", "zip": "92614"}, "former-company": [{"former-conformed-name": "ELDORADO FINANCIAL GROUP INC", "date-changed": "20000606"}, {"former-conformed-name": "ELDORADO GOLD & EXPLORATION INC", "date-changed": "19870202"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                              COMPOSITE TECHNOLOGY
                                  CORPORATION
                            -----------------------
             (Exact name of registrant as specified in its charter)
Nevada                                             59-2025385
--------------------------------------------------         --------------------------------------
(State or other jurisdiction of incorporation or           (I.R.S. Employer Identification No.)
organization)

                2026 McGaw Avenue
                   Irvine, CA                                              92614
--------------------------------------------------         --------------------------------------
    (Address of principal executive offices)                            (Zip Code)
2002 Non-Qualified Stock Compensation Plan, As Amended
            --------------------------------------------------------
                            (Full title of the plan)

                                 Benton Wilcoxon
                                2026 McGaw Avenue
                                Irvine, CA 92614
                                 (949) 428-8500
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED       AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING      AMOUNT OF
                                          REGISTERED (1)     PER SHARE (2)          PRICE(2)        REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock                                6,729,568            $4.74             $31,898,152           $4,041
--------------------------------------------------------------------------------------------------------------------
Common Stock Underlying Options to          8,270,432            $4.74             $39,201,848           $4,967
Purchase Common Stock
--------------------------------------------------------------------------------------------------------------------
(1) 15,000,000 shares of common stock of Composite Technology Corporation are
being registered for issuance pursuant to the 2002 Non-Qualified Stock
Compensation Plan. Pursuant to General Instruction E to Form S-8, the
registration fee is calculated only with respect to such shares.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
purposes of calculating the amount of the registration fee, based upon the
average of the high and low prices reported on the Over-The-Counter Electronic
Bulletin Board of the National Association of Securities Dealers, Inc. on
January 4, 2005.
EXPLANATORY NOTES

      Composite Technology Corporation has prepared this Registration Statement
in accordance with the requirements of Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), for the purpose of:

      1.    Registering 6,729,568 shares of the Registrant's common stock, par
            value $0.001 per share, issuable to employees and consultants
            pursuant to the 2002 Non-Qualified Stock Compensation Plan (the
            "Plan").

      2.    Including a reoffer prospectus for the selling shareholders. The
            reoffer prospectus is filed as part of the Registration Statement on
            Form S-8 and has been prepared in accordance with the requirements
            of Part I of Form S-3 and may be used for reofferings and resales of
            up to 8,270,432 shares of common stock defined as "control
            securities" under Instruction C to Form S-8 acquired by "affiliates"
            (as the term is defined in Rule 405 of the General Rules and
            Regulations under the Securities Act) pursuant to the exercise of
            stock options granted under the Plan.
COMPOSITE TECHNOLOGY CORPORATION

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                                       Location/Heading in Prospectus
1.   Forepart of Registration Statement and Outside       Cover page
Front Cover page of Prospectus

 2.   Inside Front and Outside Back Cover Page of          Table of Contents
Prospectus

 3.   Summary Information, Risk Factors and Ratio of       The Company; Risk Factors
Earnings to Fixed Charges

 4.   Use of Proceeds                                      Use of Proceeds

 5.   Determination of Offering Price                      Not applicable

 6.   Dilution                                             Not applicable

 7.   Selling Security Holder                              Selling Security Holder

 8.   Plan of Distribution                                 Plan of Distribution

 9.   Description of Securities to be Registered           Not Applicable

10.   Interests of Named Experts and Counsel               Not Applicable

11.   Material Changes                                     Not Applicable

12.   Incorporation of Certain Information                 Documents Incorporated by Reference

13.   Disclosure of Commission Position on                 Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities             for Securities Act Liabilities
PROSPECTUS

                        COMPOSITE TECHNOLOGY CORPORATION
                        8,270,432 SHARES OF COMMON STOCK

         This prospectus relates to the reoffer and resale by the selling
shareholders, identified below in the section entitled "The Selling
Shareholders," of up to 8,270,432 shares of common stock, $.001 par value per
share, of Composite Technology Corporation (the "Shares"). The selling
shareholders may sell the stock from time to time in the over-the-counter
market at the prevailing market price or in negotiated transactions. The
selling price of the shares will be determined by market factors at the
time of their resale.

         The shares are issuable to the selling shareholders under the Composite
Technology Corporation 2002 Non-Qualified Stock Compensation Plan as
compensation for its employees or consultants. All net proceeds from the reoffer
or resale of the shares of common stock offered by this prospectus will go to
the selling share holders. We will not receive any proceeds from such sales.

         Our common stock is quoted on the Over-the-Counter Electronic Bulletin
Board under the symbol CPTC.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by us or the
Selling Shareholder. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.

                 The date of this prospectus is January 7, 2005.

                              ---------------------
Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The selling
stockholders are not offering these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of this
prospectus.

         Some of the statements contained in this prospectus, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may involve a number of risks and
uncertainties. The safe harbors of forward-looking statements provided by
Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of
penny stock. Our shares may be considered penny stock and such safe harbors set
forth under the Reform Act may not be available to us. Actual results and future
events may differ significantly based upon a number of factors more thoroughly
described in the "Risk Factors" section.

         Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to Composite Technology Corporation as "we" or "Composite Technology
Corporation."

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
THE COMPANY                                                                    3

RISK FACTORS                                                                   3

USE OF PROCEEDS                                                               11

SELLING SECURITY HOLDERS                                                      11

PLAN OF DISTRIBUTION                                                          13

DOCUMENTS INCORPORATED BY REFERENCE                                           14

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
  SECURITIES ACT LIABILITIES                                                  15

                                       2
THE COMPANY

         We are a Nevada corporation based in Irvine, California that
specializes in the development and commercialization of products relating to the
electrical utility industry using new materials that extend the design and
performance possibilities of our products.

         We have developed composite technologies and manufacturing processes
for products used in the global electrical utility industry. Our principal
product is our proprietary patent pending composite reinforced conductor known
as ACCC cable (Aluminum Conductor Composite Core). Our ACCC cable can transmit
up to two times more power than comparably sized conventional cables in use
today. ACCC can solve line sag problems, create energy savings through less line
losses, significantly lower electromagnetic fields, and can easily be
retrofitted on existing towers to upgrade energy throughput. ACCC cables allow
utility companies, power producers and transmission owners to easily replace
transmission lines using standard installation techniques and equipment without
modification to existing towers, thereby avoiding the deployment of new towers
and establishment of easements, all of which may be costly, time consuming,
controversial and harmful to the environment. Independent reviews confirm that
the use of our technology to replace existing lines could improve the
reliability and reduce stress on the already overloaded electrical
infrastructure at a fraction of the cost and in a much shorter time period than
is required to obtain expensive new easements and build new tower systems for
new lines.

         The product and production development strategy of the Company is to
take the initial concept to commercially promising prototype, then move from
production to design, 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 entire process is documented so that the technology will
be available for transfer to third parties or subsidiaries in a full scale
factory launch.

         At the beginning of the Fiscal Year ending September 2004, the Company
had completed its initial product and manufacturing process development and was
commencing the manufacture of ACCC cable core and the wrapping of the core with
aluminum under sub-contract with General Cable.

         During fiscal 2004, the Company has progressed its product and
production development path through product refinement to the commencement of
pilot plant operations with a unit of 2 lines. The unit has since been expanded
to 3 lines and is currently operating under factory conditions.

         Our principal executive offices are located at 2026 McGaw Avenue,
Irvine, California 92614 and our telephone number is (949) 428-8500. Our home
page on the Internet can be located at www.compositetechcorp.com.

                                  RISK FACTORS

You should carefully consider the following risks before making an investment
decision. The risks described below are not the only ones that we face. Our
business, operating results or financial condition could be materially adversely
affected by any of the following risks. The trading price of our common stock
could decline due to any of these risks, and you as an investor may lose all or
part of your investment. You should also refer to the other information set
forth in this report, including our consolidated financial statements and the
related notes.

WE ARE A "START-UP" COMPANY AND HAVE A LIMITED OPERATING HISTORY.

We are a "start-up" company and have a limited operating history. We are subject
to business risks that are typical of "start-up" companies and "lead-time"
factors are expected to affect the timing of our receipt of revenues. There can
be no assurance that we will be able to generate any significant revenues. Until
we generate significant revenues, we will experience negative cash flows and
financial losses. Our ability to generate revenues may be affected by numerous
factors. No assurance can be given that a demand for our product will develop
or, if it does develop, that it will be sufficient to justify our investment in
developing our intended business.

                                       3
WE EXPECT FUTURE LOSSES AND WE MAY NOT BECOME PROFITABLE.

Prior to acquiring Transmission Technology Corporation ("TTC"), we were a shell
corporation having no operating history, revenues from operations, or assets
since December 31, 1989. We have not had any bookable revenues from operations
subsequent to acquiring TTC through June 30, 2004. 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.

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 and/or to obtain the necessary financing to
meet our obligations and repay our liabilities from normal business operations
when they come due. This is natural because during the product development
phase, a company must rely on the promise of future revenues (if the product
under development gains acceptance) to secure financing from the capital markets
so that it can complete the development of its products. There is no guarantee
that the product will be completed, accepted or provide a marketable advantage
and therefore no guarantee that the development will ever be profitable.

For the fiscal year ended September 30, 2004, we had a net loss of $(14,323,597)
and negative cash flows from operations of $(9,022,676). For the fiscal years
ended September 30, 2003 and 2002, we had net losses of $(6,751,252) and
$(5,752,377), respectively. For the same periods, we had negative cash flows
from operations of $(2,022,935) and $(715,923), respectively.

We had an operating cash flow deficit of $(9,022,676) as at September 30, 2004.
During fiscal 2004 this operating cash flow deficit was $(4,266,853) as of June
30, 2004, $(3,112,739), as of March 31, 2004, and $(1,224,719), as of December
31, 2003. The operating cash flow deficit was $(2,022,935), as of September 30,
2003.

As of September 30, 2004, our accumulated deficit was $(26,075,079).

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. SHOULD THIS OCCUR, THE VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK
COULD BE ADVERSELY AFFECTED, AND YOU COULD EVEN LOSE YOUR ENTIRE INVESTMENT.

While the Company has raised significant capital through its debenture offering,
it is possible that we will need to raise cash and additional working capital to
cover a possible shortfall in our cash and working capital until such time as we
become cash flow positive based solely on our revenues less operating and other
costs. Should the financing we require to sustain our working capital needs be
unavailable or prohibitively expensive when we require it, the consequences
would be a material adverse effect on our business, operating results, financial
condition and prospects.

                                       4
OUR FAILURE TO RAISE NECESSARY CAPITAL COULD RESTRICT OUR GROWTH, LIMIT OUR
ABILITY TO DEVELOP AND MARKET OUR PRODUCT AND HINDER OUR ABILITY TO COMPETE.

In order to fully exploit our business plan, we may need to raise significant
additional funds. Failure to obtain adequate capital may: (i) restrict our
growth; (ii) limit our ability to market our product; (iii) limit the
development of our product; (iv) hinder our ability to compete; and (v) may
affect our ability to continue our business operations as planned. Any of these
consequences would have a material adverse effect on our business, results of
operations and financial condition.

TO SATISFY OUR CAPITAL REQUIREMENTS, WE MAY SEEK TO RAISE FUNDS IN THE PUBLIC OR
PRIVATE CAPITAL MARKETS.

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. We may seek additional funding through corporate collaborations
and other financing vehicles or from loans or investments from new or existing
stockholders. There can be no assurance that any such funding will be available
to us, or if available, that it will be available on acceptable terms. If
adequate funds are not available, we will 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, thereby eliminating stockholder equity, or we
could be forced to relinquish rights to some or all of our products under
development in return for an amount substantially less than we expended to
develop such products. If we are successful in obtaining additional financing,
the terms of the financing may have the effect of diluting the holdings or
adversely affecting the rights of the holders of common stock.

OUR PRODUCT MAY NOT BE ACCEPTED BY OUR POTENTIAL CUSTOMERS.

While we have received numerous inquiries about our products and technology,
there can be no assurance that we will be able to profit from the development or
manufacture of our products as planned, or that we will be successful in
consummating sales of our products to our potential customers. Our ability to
successfully commercialize our products will depend in part on the acceptance of
our products by our potential customers, primarily the major utility companies.
The failure of utility companies to purchase our products would have a material
adverse effect on our business, results of operations and financial condition.
Any unfavorable publicity concerning us or any of our products could have an
adverse effect on our ability to achieve acceptance of our products by utility
companies and to commercialize our products, which could have a material adverse
effect on our business, results of operations and financial condition.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.

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. Failure to manage our
growth effectively could have a material adverse effect on our business, results
of operations and financial condition. Significant additional growth will be
necessary for the Company to achieve its plan of operation.

                                       5
WE MAY NOT BE ABLE TO DIVERSIFY OUR OPERATIONS INTO OTHER INDUSTRIES.

Because of the limited financial resources that we have, we may not be able to
diversify our activities into other areas outside the development, production,
and commercialization of cable and support systems for use in electrical power
transmission and distribution systems. Our inability to diversify our products
into other areas will subject us to economic fluctuations within this industry
and therefore increase the risks associated with our operations.

WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS AND MAY INFRINGE ON THE
PROPRIETARY RIGHTS OF OTHERS.

Establishment of patents and other proprietary rights is important to our
success and our competitive position. Accordingly, we intend to devote
substantial resources to the establishment and protection of patents and other
proprietary rights. There can be no assurance that the actions taken by us to
establish and protect any patents or other proprietary rights will be adequate
to prevent imitation of our products by others or to prevent others from
prohibiting sales of any products we may develop in violation of the patents and
proprietary rights of others. Moreover, no assurance can be given that others
will not assert rights in, or ownership of, patents and other proprietary rights
we may establish or acquire or that we will be able to successfully resolve such
conflicts.

There can be no assurance that any of our pending patents for our technologies
and products will be issued. There can be no assurance that any patents related
to the technology licensed under the License Agreement with W. Brandt
Goldsworthy & Associates, Inc. will be issued.

WE DEPEND ON KEY PERSONNEL AND WE MAY NOT BE ABLE TO ATTRACT AND RETAIN
QUALIFIED EMPLOYEES.

Our success will be largely dependent, in particular, upon the continuing
services of Benton H Wilcoxon, our Chief Executive Officer, and C. William
Arrington, our Special Vice President, Office of the CEO. If Mr. Wilcoxon or Mr.
Arrington were unable to provide services to us for whatever reason, our
business would be adversely affected. Neither Mr. Wilcoxon nor Mr. Arrington has
entered into employment agreements 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. There
can be no assurance that we will be successful in attracting and retaining key
personnel. The loss of key personnel or the inability to attract and retain the
additional, highly-talented employees required for the development and
commercialization of our products, could adversely affect our results of
operations and our business.

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

We will depend on establishing and maintaining relationships with strategic
partners. Our ability to develop, produce, and market our products is dependent
upon our ability to establish and maintain relationships with other companies
and individuals. We may not be able to enter into relationships with these
companies on commercially reasonable terms or at all. Even if we enter into
these relationships, not all such relationships may result in benefits for our
company.

                                       6
WE CANNOT CONTROL THE COST OF OUR RAW MATERIALS.

Our principal raw materials will be glass and carbon fibers, plus various
polymer resins and high-grade 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.

As at the date of this filing, two stockholders in the aggregate beneficially
own or control approximately 35% of the outstanding common stock. As a result,
these persons will have the ability to control substantially all matters
submitted to our stockholders for approval and to control our management and
affairs.

WE WILL LIKELY EXPERIENCE CUSTOMER CONCENTRATION.

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.

OUR BUSINESS MAY BE SUBJECT TO INTERNATIONAL RISKS.

We are pursuing international business opportunities, including in China,
Mexico, Brazil, Europe, Russia, the Middle East, certain far eastern countries
and Africa. Risks inherent in international operations include unexpected
changes in regulatory requirements, export restrictions, tariffs and other trade
barriers; challenges in staffing and managing foreign operations; differences in
technology standards, employment laws and business practices; longer payment
cycles and problems in collecting accounts receivable; political instability;
changes in currency exchange rates; currency exchange controls; and potentially
adverse tax consequences.

WE MUST COMPLY WITH ENVIRONMENTAL REGULATIONS.

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.

                                       7
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" (IEEE), the European based "International
Council on Large Electric Systems" ("CIGRE"), the "American Society of Testing
and Materials" (ASTM) 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 WILL EXPERIENCE COMPETITION FROM OTHER COMPANIES IN THE INDUSTRY.

Our competitors include makers of traditional bare overhead wire and other
companies with developmental-stage products that have the potential to compete
with ACCC cable. While we are not aware of any existing competing manufacturers
that have been able to significantly and cost effectively increase the
performance of the current electrical power transmission and distribution
cables, there is no certainty that unique technological advances won't be
achieved by our competition, with better capital resources, in the future. 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 which
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 can be no assurance that we
can 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.

WE ARE RESPONSIBLE FOR THE INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS.

Our Bylaws provide for the indemnification of our directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. This
indemnification policy could result in substantial expenditures, which we may be
unable to recoup.

                                       8
TERRORIST ATTACKS AND OTHER ATTACKS OR ACTS OF WAR MAY ADVERSELY AFFECT THE
MARKETS IN WHICH WE OPERATE, OUR OPERATIONS AND OUR PROFITABILITY.

The attacks of September 11, 2001, and subsequent events, including the military
action in Iraq, have caused and may continue to cause instability in our markets
and have led and may continue to lead to, further armed hostilities or further
acts of terrorism worldwide, which could cause further disruption in our
markets. Acts of terrorism may impact our operations or those of our customers
or suppliers and may further limit or delay purchasing decisions of our
customers. Depending on their magnitude, acts of terrorism or war could have a
material adverse effect on our business, financial results, cash flows and
financial position.

RISKS RELATED TO INVESTMENT IN OUR SECURITIES

THERE IS CURRENTLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK.

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).

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, 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

                                       9
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.

THE PRICE OF OUR COMMON STOCK IS VOLATILE.

The market price of the 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 common
stock. The closing bid prices for the common stock have fluctuated from a high
of $6.36 to a low of $0.87 since September 30, 2003.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid dividends on the common stock and do not anticipate paying such
dividends in the foreseeable future.

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
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, on February 5, 2004, it came to our attention that such registration
statement 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.

A LARGE NUMBER OF COMMON SHARES ARE ISSUABLE UPON EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND CONVERTIBLE DEBENTURES. THE EXERCISE OR CONVERSION OF
THESE SECURITIES COULD RESULT IN THE SUBSTANTIAL DILUTION OF THE COMPANY IN

                                       10
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.

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/her investment in terms of the percentage
ownership in the Company as well as the book value of the common shares held.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the Shares by the
selling security holders. Should any of the selling shareholders holding stock
options choose, in their sole discretion, to exercise any of their stock
options, we would receive the proceeds from the exercise price. We intend to use
the proceeds from the exercise of stock options by the selling shareholders for
working capital and general corporate purposes.

                             SELLING SECURITYHOLDERS

         The following table provides certain information with respect to
certain selling security holders' beneficial ownership of Common Stock as of
January 3, 2005, and as adjusted to give effect to the sale of all of the shares
offered hereby. The selling shareholders can offer all, some or none of their
shares of our common stock, thus we have no way of determining the number they
will hold after this offering. Therefore, we have prepared the table below on
the assumption that the selling shareholders will sell all shares covered by
this prospectus.
Number of Shares
                          Number of Shares                          Beneficially Owned
                          Beneficially Owned    Number of Shares    After Offering(2)
Name                      Before Offering(1)    Being Offered       Number of Shares       Percentage
Benton H Wilcoxon         19,858,441(3)         2,635,216(4)         19,477,312              17.2%
C. William Arrington      20,631,641(5)         2,635,216(6)         20,250,512              17.8%
Dominic Majendie             675,000(7)         1,000,000(8)            250,000                 *%
Brian Brittsan (9)         1,000,000(10)        1,000,000(10)                 0                 0%
Bradford Wheatley (11)     1,000,000(12)        1,000,000(12)                 0                 0%
* Less than 1%

------

(1) The number and percentage of share beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other

                                       11
purpose. Under such rule, beneficial ownership includes any shares as to which
each selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days.

(2) Assumes that all shares will be resold by the selling stockholders and none
will be held by the selling stockholders for their own accounts.

(3) Mr. Wilcoxon is our Chief Executive Officer, Chairman of the Board, and
Acting Chief Financial Officer. Includes 19,477,312 shares beneficially owned
and an additional 381,129 options to purchase shares that are exercisable during
the next 60 days from an option granted to purchase a total of 635,216 shares of
common stock.

(4) Includes options granted to purchase 635,216 shares of common stock at a
price of $0.35 and additional options to purchase a further 2,000,000 shares of
common stock at a price of $0.53 which were granted subject to the approval of
an independent committee established by the Board of Directors to consider
compensation.

(5) Mr. Arrington is our Special Vice President, Office of the CEO and Director.
Includes 20,250,512 shares beneficially owned and an additional 381,129 options
to purchase shares that are exercisable during the next 60 days from an option
granted to purchase a total of 635,216 shares of common stock.

(6) Includes options granted to purchase 635,216 shares of common stock at a
price of $0.35 and additional options to purchase a further 2,000,000 shares of
common stock at a price of $0.53 which were granted subject to the approval of
an independent committee established by the Board of Directors to consider
compensation.

(7) Includes 250,000 shares beneficially owned and an additional 425,000 options
to purchase shares that are exercisable during the next 60 days from an option
granted to purchase a total of 1,000,000 shares of common stock.

(8) Includes options granted to purchase 1,000,000 shares of common stock at a
price of $0.53.

(9) Mr. Brittsan was made an offer by the Company on November 2, 2004 that has
been accepted. Under the terms of that offer, Mr. Brittsan has commenced working
for the company as a consultant and, following a probationary period, he would
be appointed as an officer of the company. In this connection, he was granted an
option to purchase 1,000,000 common shares of the company's that would become
effective should he be appointed an officer of the company. These options will
vest over a 5 year period.

(10) Includes shares underlying stock options to purchase 1,000,000 shares at an
exercise price of $1.74.

(11) Mr. Wheatley was made an offer by the Company on October 8, 2004 that has
been accepted. Under the terms of that offer, Mr. Wheatley has commenced working
for the company as a consultant and, following a probationary period, he would
be appointed as an officer of the company. In this connection, he was granted an
option to purchase 1,000,000 common shares of the company's that would become
effective should he be appointed an officer of the company. These options will
vest over a 5 year period.

(12) Includes shares underlying stock options to purchase 1,000,000 shares at an
exercise price of $1.50.

                                       12
PLAN OF DISTRIBUTION

         Each selling shareholder is free to offer and sell his or her common
stock at such times, in such manner and at such prices as he or she may
determine. As used in this prospectus, "Selling Shareholders" includes the
pledgees, donees, transferees or others who may later hold the Selling
Shareholders' interests in our common stock. We will pay the costs and fees of
registering the common stock, but each Selling Shareholders will pay their own
brokerage commissions, discounts or other expenses relating to the sale of the
common shares. We will not receive the proceeds from the sale of the shares by
the Selling Shareholders, except in the event that a selling shareholder
exercises any warrants. Although the Selling Shareholders are not required to
exercise the stock options, if they do so we will receive the proceeds from the
exercise.

         The Selling Shareholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Shareholders may use any one or more of
the following methods when selling shares:

            * ordinary brokerage transactions and transactions in which the
      broker-dealer solicits purchasers;

            * block trades in which the broker-dealer will attempt to sell the
      shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

            * purchases by a broker-dealer as principal and resale by the
      broker-dealer for its account;

            * an exchange distribution in accordance with the rules of the
      applicable exchange;

            * privately negotiated transactions;

            * broker-dealers may agree with the Selling Shareholders to sell a
      specified number of such shares at a stipulated price per share;

            * a combination of any such methods of sale; and

            * any other method permitted pursuant to applicable law.

         The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Shareholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

         The Selling Shareholders may from time to time pledge or grant a
security interest in some or all of the shares or common stock or warrants owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act, amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.

                                       13
The Selling Shareholders may also transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The Selling Shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Shareholders have
informed us that none of them have any agreement or understanding, directly or
indirectly, with any person to distribute the common stock.

         We are required to pay all fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a) The following documents are hereby incorporated by reference into this
prospectus:

                  (1) The Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, that the Registrant filed with the Commission on December
23, 2004, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (2) The description of the Registrant's common stock, which is
contained in a registration statement filed on February 13, 2004 (Registration
No. 333-112798), as amended on March 25, 2004, May 7, 2004, June 2, 2004 and
June 21, 2004.

                  (3) The registration statement and prospectus on Form S-8
(Registration No. 333-83504) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 27, 2002.

                  (4) The registration statement and prospectus on Form S-8
(Registration No. 333-112679) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 10, 2004.

                  (3) All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the termination of the offering shall be deemed to be
incorporated by reference into this prospectus.

                  (4) The Registrant shall provide to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus but not
delivered with the prospectus. After receiving a written or oral request for
such information, the Registrant shall provide this information to the requester
at no charge. To request such information, please write to Benton Wilcoxon,
Composite Technology Corporation, 2026 McGaw Avenue, Irvine, California or call
(949) 428-8500.

                                       14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Our Articles of Incorporation limit the liability of our directors to
the fullest extent permitted under Section 78.037 of the Nevada General
Corporation Law. As permitted by Section 78.037 of the Nevada General
Corporation Law, our Company's Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of our officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for us or on our behalf. We will defend, indemnify and
hold harmless our directors or officers of our company from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or be reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own gross negligence or willful misconduct.

         The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right of to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our charter or Bylaws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We file annual and quarterly reports with the U.S. Securities and
Exchange Commission (SEC). In addition, we file additional reports for matters
such as material developments or changes within us, changes in beneficial
ownership of officers and director, or significant shareholders. These filings
are a matter of public record and any person may read and copy any materials we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers, including
us, that file electronically with the SEC. We are not required to deliver an
annual report with this prospectus, nor will we do so. However, you may obtain a
copy of our annual report, or any of our other public filings, by contacting us
or from the SEC as mentioned above.

         This prospectus constitutes a part of a registration statement on Form
S-8 filed by us with the Commission under the Securities Act of 1933. As
permitted by the rules and regulations of the Commission, this prospectus omits
certain information that is contained in the registration statement. We refer
you to the registration statement and related exhibits for further information
with respect to us and the securities offered. Statements contained in the
prospectus concerning the content of any documents filed as an exhibit to the
registration statement (or otherwise filed with the Commission) are not
necessarily complete. In each instance you may refer to the copy of the filed
document. Each statement is qualified in its entirety by such reference.

         No person is authorized to give you any information or make any
representation other than those contained or incorporated by reference in this
prospectus. Any such information or representation must not be relied upon as
having been authorized. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of the prospectus.

                                       15
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a) The Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, that the Registrant filed with the Commission on December
23, 2004, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (b) The description of the Registrant's common stock, which is
contained in a registration statement filed on February 13, 2004 (Registration
No. 333-112798), as amended on March 25, 2004, May 7, 2004, June 2, 2004 and
June 21, 2004.

                  (c) The registration statement and prospectus on Form S-8
(Registration No. 333-83504) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 27, 2002.

                  (d) The registration statement and prospectus on Form S-8
(Registration No. 333-112679) pertaining to the 2002 Non-Qualified Stock
Compensation Plan, filed with the Commission on February 10, 2004.

                  (e) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

                  Not applicable. The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Richardson & Patel, LLP has given an opinion on the validity
of the securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Company's
common stock pursuant to this Form S-8 registration statement.

                                       16
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  See the "Disclosure of Commission Position on Indemnification
for Securities Act Liabilities" in the Prospectus for the indemnification
provisions of the Nevada General Corporation Law and the Registrant's Articles
of Incorporation, as amended, and Bylaws.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

               5.0  Opinion regarding legality
              23.1  Consent of Singer Lewak Greenbaum & Goldstein, LLP
              23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5.0)

ITEM 9.       UNDERTAKINGS.

                  (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       17
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 7th day of
January, 2005.

                               COMPOSITE TECHNOLOGY CORPORATION

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Dated: January 7, 2005            /s/ Benton H Wilcoxon
                                  ----------------------------------------------
                                  Benton H Wilcoxon, Chairman of the Board,
                                  Chief Executive Officer, Acting Chief
                                  Financial Officer

Dated:  January 7, 2005           /s/ William Arrington
                                  ----------------------------------------------
                                  William Arrington, Special Vice President,
                                  Office of the CEO and Director

                                       18