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

                                    FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported): June 8, 2006 (June 2, 2006)

                        COMPOSITE TECHNOLOGY CORPORATION


             (Exact name of registrant as specified in its charter)



            Nevada                     000-10999                  59-2025386
            ------                     ----------                 ----------
(State or other jurisdiction    (Commission File Number)        (IRS Employer
      of incorporation)                                      Identification No.)


                                2026 McGaw Avenue
                                Irvine, CA 92614
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (949) 428-8500

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement

On June 2, 2006, Composite  Technology  Corporation ("CTC") entered into a Share
Exchange Agreement with 41 shareholders of EU Energy plc., a U.K. public company
registered  in England and Wales ("EU Energy") and Michael  Porter,  EU Energy's
Chairman and Chief Executive Officer. The signing shareholders  comprised of (1)
five major shareholders ("Major Shareholders"), including Stephen Bircher, Rayna
Limited,  Keeley Services Limited,  Wellsford  Management Limited,  and Laikadog
Holdings  Limited  representing  19,296,257  shares  of EU Energy  and  together
representing  73.89% of its  outstanding  share  capital,  and (2) 36 additional
shareholders  holding  6,064,854  shares.  In total,  shareholders  representing
97.13% of the total  issued and  outstanding  shares of EU Energy  executed  the
Agreement.

Under the terms of the Share Exchange Agreement,  the signing  shareholders have
agreed to  transfer  all of their  shares in EU  Energy to CTC in  exchange  for
shares of CTC common  stock.  Each EU Energy  selling  shareholder  will receive
three (3) CTC shares of common stock for every two (2) shares of EU Energy.  The
value of EU Energy acquisition was agreed at approximately $60.7 million and the
exact share  exchange was fixed using the closing  price of CTC shares of common
stock at the close on May 11, 2006.  The  acquisition is subject to, among other
things, the approval at an extraordinary  general meeting of the Shareholders of
EU Energy of a resolution to  re-register  EU Energy as a private  company.  The
closing is scheduled  for July 3, 2006.  At the Closing,  CTC expects to receive
100%  of  the  ownership  of  EU  Energy,   with  any  dissenting   shareholders
transferring  their shares in accordance  with the terms of certain "drag along"
rights.  The entire  share  capital of EU Energy will be  transferred  to CTC in
exchange for the issuance of 39,169,665 shares of CTC's restricted common stock.
The CTC Shares will be issued  pursuant to  exemptions  under  Regulation  S and
Regulation D of the Rules and  Regulations  under the Securities Act of 1933, as
amended.

As stated earlier, the Major Shareholders have agreed to cause EU Energy to hold
an extraordinary general meeting of shareholders on June 15, 2006 to vote upon a
resolution  to  re-register  EU  Energy  as a  private  limited  company.  It is
anticipated  that this decision will allow the acquisition to proceed,  however,
in the  event  that  holders  of less than 95% of the  outstanding  shares of EU
Energy do not approve the  resolution,  CTC shall have the right to require that
the  acquisition  proceed  under the terms of the UK City Code on Takeovers  and
Mergers.

Under the terms of the Share Exchange  Agreement,  CTC's  obligation to close is
subject to the satisfactory completion of its due diligence and its receipt of a
satisfactory  fairness  opinion  from an  independent  appraiser  regarding  the
valuation of EU Energy,  both by the close of business on June 14, 2006, Pacific
time, as well as the  re-registration of EU Energy as a private limited company,
the  operation  of certain  drag along rights that shall ensure that it acquires
100% of the shares of EU Energy,  and the  fulfilment  of  certain  other  usual
conditions in a transaction of this nature.  The shareholders of EU Energy shall
have no  obligation  to  close in the  event  that  CTC  fails  to enter  into a
consultancy  agreement  with Michael Porter as well as the fulfilment of certain
other usual  conditions in a transaction  of this nature.  It is agreed that Mr.
Porter will be appointed as the  President of CTC  following  completion  of the
acquisition.

As a  condition  to  closing,  Mr.  Porter  and the Major  Shareholders  will be
required to execute an "EU Energy  Principals'  Agreement"  which  restricts the
transfer of the CTC shares of common stock issued under the acquisition ("Locked
Up Shares").  Each of the Major Shareholders may dispose of 1/12th of the Locked
Up Shares held by such  shareholder  on the monthly  anniversary  of the Closing
date,  such that by the 12th month after the Closing Date,  all of the Locked Up
Shares shall have been released.  In addition,  no Major Shareholder may dispose
of more  than  1/6th of the  Locked Up Shares  during  any 30 day  period of the
Lock-Up  Period.  Any transfer of CTC Shares must also comply with U.S. and U.K.
securities laws.

The shareholders of EU Energy have covenanted that,  subject to the terms of the
Share  Exchange  Agreement and any rights under any  employment  or  consultancy
agreement, they release and discharge EU Energy from any claims and damages that
relate to acts or  omissions  of the  business of EU Energy prior to the Closing
Date. In addition, each of the Major Shareholders and Michael Porter have agreed
not to compete with the  business of EU Energy or solicit away any  employees of
EU Energy for a period of three years from Closing.

CTC has agreed  that it shall,  at its own  expense  and as soon as  practicable
after the  Closing,  but no later than the 90th day  following  Closing,  file a
registration  statement under the Securities Act of 1933 relating to the sale of
the Buyer  Shares by the EU  Energy  Shareholders  from time to time and use its
best efforts to cause the SEC to declare the Registration Statement effective as
soon as possible after its filing.

Major  Shareholders have agreed to indemnify CTC for (i) any breach by any Major
Shareholder  or EU  Energy  and its  subsidiaries  ("EU  Energy  Group")  of any
covenant or obligation of the Share Exchange  Agreement;  (ii) any breach of the
representations  and  warranties  of EU Energy  Group or the Major  Shareholders
(iii) any breach of any  representation or warranty  regarding share holdings of
such  Agreement  as it pertains  to such Major  Shareholder  only;  and (iv) any
pre-closing  liability of any Major  Shareholder  or EU Energy Group which shall
include any  liabilities  or  obligations  arising out of the  operation  of the
business  of the EU Energy  Group prior to the  Closing  other than  liabilities
listed in the Disclosure  Schedules or  liabilities  or  obligations  which have
arisen  in the  ordinary  course of  business  since  March 31,  2006 and do not
individually or in the aggregate  materially and adversely  impact the EU Energy
Group. The  indemnification  obligations  expire on the first anniversary of the
closing,   except  for  certain   exceptions   which   survive  such  date.   No
indemnification  obligation  is incurred  unless the amount of claims  equals at
least  $500,000,  at which time all claims shall be  indemnified.  The amount of
liability  for these  indemnification  events is  limited  to the  number of CTC
Shares issued in the acquisition  multiplied by $1.55.  Major  Shareholders  may
satisfy  indemnification claims by delivering CTC Shares at the then fair market
value.

<PAGE>

CTC has agreed to indemnify Major  Shareholders for (i) any breach by CTC of any
covenant or obligation under the Share Exchange  Agreement;  and (ii) any breach
of the representations  and warranties of CTC. The  indemnification  obligations
expire on the first  anniversary of the closing,  except for certain  exceptions
which survive such date. No  indemnification  obligation is incurred  unless the
amount of claims  equals at least  $500,000,  at which time all claims  shall be
indemnified. The amount of liability for these indemnification events is limited
to the number of CTC Shares issued in the acquisition multiplied by $1.55.

The Share Exchange  Agreement may be terminated:  (i) by mutual written consent;
or (ii) by CTC or holders  of a  majority  of  outstanding  voting  shares of EU
Energy if a governmental  authority shall prohibit the acquisition;  or (iii) by
CTC or holders of a majority of  outstanding  voting  shares of EU Energy upon a
breach of any representation, warranty, covenant or agreement on the part of the
other  following a cure period of 15 days from notice of the breach or if any of
the  closing  conditions  have not been  satisfied  or waived  within 30 days of
Closing.  In the event of the termination,  the Agreement shall be of no further
force or effect  except for  provisions  regarding  confidentiality  and dispute
resolution  except  that  termination  shall  not  relieve  any  party  from any
liability for any breach of any representation,  warranty, covenant,  obligation
or other provision.

The description of the Share Exchange  Agreement is qualified in its entirety by
reference to such agreement attached hereto as Exhibit 10.1.


Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number    Exhibit Title or Description

   10.01             Share Exchange Agreement
   10.02             Press Release




                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                        COMPOSITE TECHNOLOGY CORPORATION
                                  (Registrant)



Date: June 8, 2006                 By:   /s/ Benton H Wilcoxon
                                         -----------------------
                                         Chief Executive Officer



                                  Exhibit Index



 Exhibit
 Number                              Exhibit Title or Description

 10.01                               Share Exchange Agreement
 10.02                               Press Release
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported): June 8, 2006 (June 2, 2006)

                        COMPOSITE TECHNOLOGY CORPORATION

             (Exact name of registrant as specified in its charter)

            Nevada                     000-10999                  59-2025386
            ------                     ----------                 ----------
(State or other jurisdiction    (Commission File Number)        (IRS Employer
      of incorporation)                                      Identification No.)

                                2026 McGaw Avenue
                                Irvine, CA 92614
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (949) 428-8500

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement

On June 2, 2006, Composite  Technology  Corporation ("CTC") entered into a Share
Exchange Agreement with 41 shareholders of EU Energy plc., a U.K. public company
registered  in England and Wales ("EU Energy") and Michael  Porter,  EU Energy's
Chairman and Chief Executive Officer. The signing shareholders  comprised of (1)
five major shareholders ("Major Shareholders"), including Stephen Bircher, Rayna
Limited,  Keeley Services Limited,  Wellsford  Management Limited,  and Laikadog
Holdings  Limited  representing  19,296,257  shares  of EU Energy  and  together
representing  73.89% of its  outstanding  share  capital,  and (2) 36 additional
shareholders  holding  6,064,854  shares.  In total,  shareholders  representing
97.13% of the total  issued and  outstanding  shares of EU Energy  executed  the
Agreement.

Under the terms of the Share Exchange Agreement,  the signing  shareholders have
agreed to  transfer  all of their  shares in EU  Energy to CTC in  exchange  for
shares of CTC common  stock.  Each EU Energy  selling  shareholder  will receive
three (3) CTC shares of common stock for every two (2) shares of EU Energy.  The
value of EU Energy acquisition was agreed at approximately $60.7 million and the
exact share  exchange was fixed using the closing  price of CTC shares of common
stock at the close on May 11, 2006.  The  acquisition is subject to, among other
things, the approval at an extraordinary  general meeting of the Shareholders of
EU Energy of a resolution to  re-register  EU Energy as a private  company.  The
closing is scheduled  for July 3, 2006.  At the Closing,  CTC expects to receive
100%  of  the  ownership  of  EU  Energy,   with  any  dissenting   shareholders
transferring  their shares in accordance  with the terms of certain "drag along"
rights.  The entire  share  capital of EU Energy will be  transferred  to CTC in
exchange for the issuance of 39,169,665 shares of CTC's restricted common stock.
The CTC Shares will be issued  pursuant to  exemptions  under  Regulation  S and
Regulation D of the Rules and  Regulations  under the Securities Act of 1933, as
amended.

As stated earlier, the Major Shareholders have agreed to cause EU Energy to hold
an extraordinary general meeting of shareholders on June 15, 2006 to vote upon a
resolution  to  re-register  EU  Energy  as a  private  limited  company.  It is
anticipated  that this decision will allow the acquisition to proceed,  however,
in the  event  that  holders  of less than 95% of the  outstanding  shares of EU
Energy do not approve the  resolution,  CTC shall have the right to require that
the  acquisition  proceed  under the terms of the UK City Code on Takeovers  and
Mergers.

Under the terms of the Share Exchange  Agreement,  CTC's  obligation to close is
subject to the satisfactory completion of its due diligence and its receipt of a
satisfactory  fairness  opinion  from an  independent  appraiser  regarding  the
valuation of EU Energy,  both by the close of business on June 14, 2006, Pacific
time, as well as the  re-registration of EU Energy as a private limited company,
the  operation  of certain  drag along rights that shall ensure that it acquires
100% of the shares of EU Energy,  and the  fulfilment  of  certain  other  usual
conditions in a transaction of this nature.  The shareholders of EU Energy shall
have no  obligation  to  close in the  event  that  CTC  fails  to enter  into a
consultancy  agreement  with Michael Porter as well as the fulfilment of certain
other usual  conditions in a transaction  of this nature.  It is agreed that Mr.
Porter will be appointed as the  President of CTC  following  completion  of the
acquisition.

As a  condition  to  closing,  Mr.  Porter  and the Major  Shareholders  will be
required to execute an "EU Energy  Principals'  Agreement"  which  restricts the
transfer of the CTC shares of common stock issued under the acquisition ("Locked
Up Shares").  Each of the Major Shareholders may dispose of 1/12th of the Locked
Up Shares held by such  shareholder  on the monthly  anniversary  of the Closing
date,  such that by the 12th month after the Closing Date,  all of the Locked Up
Shares shall have been released.  In addition,  no Major Shareholder may dispose
of more  than  1/6th of the  Locked Up Shares  during  any 30 day  period of the
Lock-Up  Period.  Any transfer of CTC Shares must also comply with U.S. and U.K.
securities laws.

The shareholders of EU Energy have covenanted that,  subject to the terms of the
Share  Exchange  Agreement and any rights under any  employment  or  consultancy
agreement, they release and discharge EU Energy from any claims and damages that
relate to acts or  omissions  of the  business of EU Energy prior to the Closing
Date. In addition, each of the Major Shareholders and Michael Porter have agreed
not to compete with the  business of EU Energy or solicit away any  employees of
EU Energy for a period of three years from Closing.

CTC has agreed  that it shall,  at its own  expense  and as soon as  practicable
after the  Closing,  but no later than the 90th day  following  Closing,  file a
registration  statement under the Securities Act of 1933 relating to the sale of
the Buyer  Shares by the EU  Energy  Shareholders  from time to time and use its
best efforts to cause the SEC to declare the Registration Statement effective as
soon as possible after its filing.

Major  Shareholders have agreed to indemnify CTC for (i) any breach by any Major
Shareholder  or EU  Energy  and its  subsidiaries  ("EU  Energy  Group")  of any
covenant or obligation of the Share Exchange  Agreement;  (ii) any breach of the
representations  and  warranties  of EU Energy  Group or the Major  Shareholders
(iii) any breach of any  representation or warranty  regarding share holdings of
such  Agreement  as it pertains  to such Major  Shareholder  only;  and (iv) any
pre-closing  liability of any Major  Shareholder  or EU Energy Group which shall
include any  liabilities  or  obligations  arising out of the  operation  of the
business  of the EU Energy  Group prior to the  Closing  other than  liabilities
listed in the Disclosure  Schedules or  liabilities  or  obligations  which have
arisen  in the  ordinary  course of  business  since  March 31,  2006 and do not
individually or in the aggregate  materially and adversely  impact the EU Energy
Group. The  indemnification  obligations  expire on the first anniversary of the
closing,   except  for  certain   exceptions   which   survive  such  date.   No
indemnification  obligation  is incurred  unless the amount of claims  equals at
least  $500,000,  at which time all claims shall be  indemnified.  The amount of
liability  for these  indemnification  events is  limited  to the  number of CTC
Shares issued in the acquisition  multiplied by $1.55.  Major  Shareholders  may
satisfy  indemnification claims by delivering CTC Shares at the then fair market
value.
CTC has agreed to indemnify Major  Shareholders for (i) any breach by CTC of any
covenant or obligation under the Share Exchange  Agreement;  and (ii) any breach
of the representations  and warranties of CTC. The  indemnification  obligations
expire on the first  anniversary of the closing,  except for certain  exceptions
which survive such date. No  indemnification  obligation is incurred  unless the
amount of claims  equals at least  $500,000,  at which time all claims  shall be
indemnified. The amount of liability for these indemnification events is limited
to the number of CTC Shares issued in the acquisition multiplied by $1.55.

The Share Exchange  Agreement may be terminated:  (i) by mutual written consent;
or (ii) by CTC or holders  of a  majority  of  outstanding  voting  shares of EU
Energy if a governmental  authority shall prohibit the acquisition;  or (iii) by
CTC or holders of a majority of  outstanding  voting  shares of EU Energy upon a
breach of any representation, warranty, covenant or agreement on the part of the
other  following a cure period of 15 days from notice of the breach or if any of
the  closing  conditions  have not been  satisfied  or waived  within 30 days of
Closing.  In the event of the termination,  the Agreement shall be of no further
force or effect  except for  provisions  regarding  confidentiality  and dispute
resolution  except  that  termination  shall  not  relieve  any  party  from any
liability for any breach of any representation,  warranty, covenant,  obligation
or other provision.

The description of the Share Exchange  Agreement is qualified in its entirety by
reference to such agreement attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number    Exhibit Title or Description

   10.01             Share Exchange Agreement
   10.02             Press Release

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                        COMPOSITE TECHNOLOGY CORPORATION
                                  (Registrant)

Date: June 8, 2006                 By:   /s/ Benton H Wilcoxon
                                         -----------------------
                                         Chief Executive Officer

                                  Exhibit Index

 Exhibit
 Number                              Exhibit Title or Description

 10.01                               Share Exchange Agreement
 10.02                               Press Release