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~~April 241, 2011 (March 1828, 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))

Forward Looking Statements

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. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to ~~the~~ Registrant or ~~the~~ Registrant’s management identify forward looking statements. Such statements reflect the current view of ~~the~~ Registrant 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.

Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 1.01 ~~Entry~~. ~~into~~Amendment of a Material Definitive Agreement

~~The~~On ~~following~~August ~~discussion~~10, ~~provides~~2009, ~~only~~the Registrant and its wholly-owned subsidiary DeWind, Inc., subsequently renamed Stribog Inc. (“Stribog US”), a ~~brief~~Nevada ~~description~~corporation, ofentered ~~the~~into ~~applicable~~an ~~documents~~Asset ~~described~~Purchase ~~below~~Agreement (“Purchase Agreement”) with Daewoo Shipbuilding & Marine Engineering Co., Ltd. (“Buyer”), a Korean corporation. ~~The~~Under ~~discussion~~the isPurchase ~~qualified~~Agreement, inStribog US agreed to sell substantially all of its ~~entirety~~assets byfor the ~~full~~purchase ~~text~~price of $46.5 million and assumption of certain liabilities. Also on August 10, 2009, DeWind, Ltd., a UK private limited company and a wholly-owned subsidiary of the ~~loan~~Registrant, ~~agreement~~subsequently renamed Stribog, Ltd. (“Stribog UK”), entered into an Asset Purchase Agreement (“UK Agreement”), and ~~other~~together ~~documents~~with the Purchase Agreement, the “Agreements”) with Buyer under which ~~are~~Stribog ~~attached~~UK agreed to ~~this~~sell certain assets for the purchase price of $3.0 million. These transactions were reported in the Current Report on Form 8-K asfiled ~~exhibits~~on ~~10.1~~August ~~through~~14, 102009.3.

~~Loan~~On September 4, 2009 the Registrant amended both of these agreements. The Purchase Agreement was amended to revise the definition of Assumed Liabilities and ~~Note~~Excluded ~~Agreements~~Liabilities. It also clarified that $17,175,000 of the purchase price would be placed into escrow pursuant to an escrow agreement entered into among the parties. These transactions were reported in the Current Report on Form 8-K filed on September 11, 2009.

OnEffective on March 1828, 2011, ~~Composite Technology Corporation (~~the ~~“Company”)~~parties ~~entered~~amended ~~into individual Loan~~ and ~~Promissoary~~restated ~~Note Agreements (“Loan Agreements”) with two accredited investors, none of whom are affiliates of~~ the ~~Company~~escrow agreement (“~~the~~Amended ~~Lenders~~Escrow Agreement”). ~~Pursuant~~ Under to the ~~terms~~Amended ~~and~~Escrow ~~subject~~Agreement toby ~~the~~and ~~conditions~~among, ~~set~~DeWind ~~forth in the Loan Agreements~~Co., ~~the Lenders have provided~~ a ~~bridge~~subsidiary ~~loan~~of ~~totaling~~Buyer ~~$100,000~~ (“~~Loan~~DWC”) ~~to the Company. Pursuant to the Loan Agreements~~, ~~interest~~a insubsidiary ~~the amount~~ of ~~12%~~the ~~per annum~~Registrant, ~~calculated~~Stribog ~~on a 360 day year~~Inc., ~~will~~and ~~be paid as well as payment in kind interest of 5% due upon maturity~~U. ~~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~~S. No ~~cash~~Bank ~~fees~~National ~~were~~Association ~~paid~~as ~~to any party to~~ the ~~transaction~~escrow ~~in exchange for lending the money~~agent.

~~Warrants~~Under the terms of the Amended Escrow Agreement, the parties agreed that of the remaining $16.3 million of the original $17.175 million placed into escrow, approximately $4.5 million would be disbursed to DWC; €1.1 million ($1.55 million at current exchange rates) would be disbursed to Zollern Dorstener Antriebstechnik Gesellschaft mbH & Co. KG; and $7.23 million would be disbursed to Stribog.

InThe ~~addition,~~other on$3.0 ~~March~~million ~~18,~~would ~~2011,~~remain in ~~conjunction~~escrow ~~with~~until ~~the~~September ~~Loan Agreements~~4, ~~the~~2012 ~~Company~~at ~~entered~~which ~~into Warrant~~time ~~Agreements~~a ~~with~~portion of the ~~Lenders~~funds ~~and~~would ~~issued~~be ~~warrants~~released to ~~purchase~~DWC ~~200~~to satisfy any as yet unfiled additional claims. If there are any unresolved claims made against the escrow fund at such time,~~000~~ ~~shares~~then that portion of the ~~Company’s~~fund ~~common~~for ~~stock~~such atclaims ~~$0.25~~shall ~~per~~not ~~share~~be released; provided however, ~~exerciseable~~that ~~until~~any ~~March~~unclaimed ~~2014~~balance would be paid to Stribog. ~~The~~Notwithstanding ~~warrants~~the ~~may~~foregoing, beif ~~exercised~~certain inbankruptcy arelated ~~“cashless”~~claims ~~manner~~against ~~unless~~Stribog ~~registered~~Ltd ~~for~~or ~~resale~~other ~~under~~similar antype ~~effective~~of ~~registration~~claims ~~statement. The~~as ~~warrants~~set ~~have~~forth ~~“full~~in ~~ratchet”~~the ~~antidilution~~Amended ~~protection~~Escrow ~~while~~Agreement are made, then none of the ~~corresponding~~escrowed ~~notes~~proceeds would be released until they are ~~outstanding~~resolved. Stribog ~~and~~US ~~“weighted~~also ~~average~~granted ~~price”~~a ~~antidilution~~security ~~protection~~interest ~~after~~to ~~the~~DWC ~~corresponding~~for ~~notes~~the ~~are~~remaining ~~repaid~~balance held in ~~full~~escrow.

The ~~Company~~description ~~valued~~of the ~~warrants~~Amended atEscrow ~~$0.1784~~Agreement ~~per~~is ~~warrant~~qualified ~~for~~in aits ~~total~~entirety ~~value~~by ofreference ~~$35,680. It used the Black-Scholes Merton option pricing model~~ to ~~value~~such ~~the~~agreement ~~fair~~attached ~~value~~hereto ofas ~~the~~Exhibit ~~warrants issued using the following assumptions~~10. ~~The market price was $0~~1.~~20, the closing price on March 18, 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%.~~

Item 2.03. Creation of a Direct Financial Obligation

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 bridge loans in the amount of $100,000 to the Company, on March 18, 2011. The Loans are due on April 18, 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

On March 18, 2011, the Company issued (i) warrants in favor of the Lenders to purchase 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 Securities 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~~Amended ofand ~~Loan~~Restated Escrow Agreement, bydated ~~and~~as ~~among~~of ~~the~~March ~~Registrant~~24, 2011, by and ~~the~~between ~~Lenders~~DeWind ~~dated~~Co., ~~March~~Stribog, ~~2011~~Inc., and U.S. Bank National Association.
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

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

Dated: ~~March~~April 241, 2011

Exhibit Index

Exh. No.		Description
10.1		~~Form~~Amended ofand ~~Loan~~Restated Escrow Agreement, bydated ~~and~~as ~~among~~of ~~the~~March ~~Registrant~~24, 2011, by and ~~the~~between ~~Lenders~~DeWind ~~dated~~Co., asStribog, ofInc., ~~March~~and ~~2011~~U.S. Bank National Association.
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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