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): March 710, 2011 (March 14, 2011)

COMPOSITE TECHNOLOGY CORPORATION

(Exact name of registrant as specified in Charter)

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

2026 McGaw Avenue

Irvine, California 92614

(Address of Principal Executive Offices)

(949) 428-8500

(Issuer Telephone number)

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))

~~Section 5~~Forward –Looking ~~Corporate Governance and Management~~Statements

~~Item 5~~This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management.~~07 Submission~~ When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of ~~Matters~~these terms and similar expressions as they relate to athe ~~Vote~~Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of ~~Security~~the Registrant ~~Holders~~with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of the Registrant’s Form 10-K entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

~~(a)~~Although Onthe ~~March~~Registrant 1believes that the expectations reflected in the forward looking statements are reasonable, ~~2011~~the Registrant cannot guarantee future results, ~~Composite~~levels ~~Technology~~of ~~Corporation~~activity, (performance or achievements. Except as required by applicable law, including the ~~“Company”)~~securities ~~held~~laws ~~its~~of ~~annual~~the ~~Meeting~~United States, the Registrant does not intend to update any of ~~stockholders~~the forward-looking statements to conform these statements to actual results.

~~(b)~~Item ~~The~~1.01 Entry ~~following~~into ~~items~~a ofMaterial ~~business~~Definitive ~~were voted upon by stockholders at the annual meeting:~~Agreement

1.The ~~Directors~~following ~~were~~discussion ~~elected~~provides toonly ~~serve~~a ~~until~~brief description of the ~~next~~applicable ~~annual~~documents ~~meeting~~described below. The discussion is qualified in its entirety by the full text of ~~stockholders~~the orloan ~~until~~agreement ~~their~~and ~~successors~~other documents, which are ~~duly~~attached ~~elected~~to ~~and~~this ~~qualified.~~Current ~~The~~Report ~~voting~~on ~~results~~Form ~~were~~8-K as ~~follows:~~exhibits 10.1 through 10.3.

NAME	FOR	WITHHELD	BROKER NON-VOTES
Benton Wilcoxon	29,654,695	3,201,659	157,792,142
Michael D. McIntosh	31,381,160	1,475,194	157,792,142
D. Dean McCormick	31,153,234	1,703,120	157,792,142
Dennis C. Carey	31,634,104	1,222,250	157,792,142
Michael K. Lee	31,212,185	1,644,169	157,792,142

Loan and Note Agreements

2.Between ~~Ratification~~March of4, 2011 and March 8, 2011 Composite Technology Corporation (the ~~selection~~“Company”) entered into individual Loan and Promissoary Note Agreements (“Loan Agreements”) with four accredited investors, none of ~~SingerLewak~~whom ~~LLP~~are asaffiliates of the Company’s ~~independent~~(“the ~~registered~~Lenders”). Pursuant ~~public~~to ~~accounting~~the ~~firm~~terms ~~for~~and subject to the ~~fiscal~~conditions set forth in the Loan Agreements, the Lenders have provided a bridge loan totaling $600,000 (“Loan”) to the Company. Pursuant to the Loan Agreements, interest in the amount of 12% per annum, calculated on a 360 day year, ~~ending~~will ~~September~~be paid as well as payment in kind interest of 5% due upon maturity. The Loan is due the earlier of 30 days from the date of issuance or upon the closing a financing in excess of $2,000,000. No ~~2011~~cash fees were paid to any party to the transaction in exchange for lending the money.

FOR		AGAINST		ABSTAIN
187,922,509		1,914,522		811,465

Warrants

3.In ~~Ratification~~addition, ofbetween March 4, 2001 and March 8, 2011, in conjunction with the ~~decision~~Loan Agreements, the Company entered into Warrant Agreements with the Lenders and issued warrants to ~~hold~~purchase 1,200,000 shares of the Company’s common stock at $0.25 per share, exerciseable until March 2014. The warrants may be exercised in a “cashless” manner unless registered for resale under an ~~advisory~~effective ~~vote~~registration onstatement. The ~~executive~~warrants ~~compensation~~have “full ratchet” antidilution protection while the corresponding notes are outstanding and “weighted average price” antidilution protection after the corresponding notes are repaid in full.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
28,834,872		3,515,057		506,425		157,792,142

The Company valued the warrants at $0.1171 per warrant for a total value of $140,520. It used the Black-Scholes Merton option pricing model to value the fair value of the warrants issued using the following assumptions. The market price was $0.21, the average closing price between March 4 and March 8, 2011. The volatility was estimated at 95%, the life of the warrants was 3 years, the risk free rate was 0.74% and the dividend yield was 0%.

4Item 2.03. ~~Ratification~~Creation of ~~the~~a ~~decision~~Direct toFinancial ~~set the frequency of holding an advisory vote on executive compensation~~Obligation

ONE YEAR		TWO YEARS		THREE YEARS		ABSTAIN
7,562,610		1,188,064		23,409,223		696,457

As described more fully under Item 1.01 and incorporated herein by reference, pursuant to the terms and subject to the conditions set forth in the Loan Agreements, the Lenders provided a bridge loan in the amount of $600,000 to the Company. The transactions were closed between March 4, 2011 and March 8, 2011. The Loan is due on April 8, 2011 but repayment is accelerated upon the closure of a financing of at least $2,000,000. If an Event of Default occurs, the Lenders have the right to declare the principal of the loan, all accrued interest and any other amounts due under the Loan Agreement immediately due and payable. An Event of Default includes a failure to pay principal or interest within 5 days of the date due; a determination that materially false or incorrect representations or warranties were made by the Company in the Loan Agreements; or the commencement of an insolvency proceeding by or against the Company or a Major Subsidiary that is not dismissed within 90 days.

Item 3.02. Unregistered Sales of Equity Securities

Between March 4, 2011 and March 8, 2011, the Company issued (i) warrants in favor of the Lenders to purchase 1,200,000 shares of the Company’s common stock at $0.25 per share. The Company relied upon the exemption from registration as set forth in Section 4(2) of the Securities Act for the issuance of these securities. The recipients represented that they took the securities for investment purposes without a view to distribution and had access to information concerning the Company and its business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the acquisition of these securities. These securities have not been registered under the Securitie Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01 Financial Statements and Exhibits

Exh. No.		Description

10.1		Form of Loan Agreement by and among the Registrant and the Lenders dated March, 2011.

10.2		Form of Promissory Note by and among the Registrant and the Lenders dated March, 2011.

10.3		Form of Warrant

SIGNATURES

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
Date: March 7, 2011	By:	/s/ Benton H. Wilcoxon
		Name: Benton H. Wilcoxon
		Title: Chief Executive Officer

Composite Technology Corporation

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

Dated: March 10, 2011

Exhibit Index

Exh. No.		Description

10.1		Form of Loan Agreement by and among the Registrant and the Lenders dated as of March 2011.

10.2		Form of Promissory Note by and among the Registrant and the Lenders dated as of March 2011.

10.3		Form of Warrant

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