UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 20142020
  
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________

 

For the transition period from ___________ to ___________Commission File No. 000-49654

 

Commission File Number 000-49654CirTran Corporation

(Exact name of registrant as specified in its charter)

CirTran Corporation
(Exact name of registrant as specified in its charter)

 

Nevada 68-0121636
(State or other jurisdiction of(IRS Employer
incorporation or organization) (I.R.S. Employer Identification No.)

 

4125 South 6000 West, West Valley City, Utah 84128
(Address of principal executive offices, including zip code)

6360 S Pecos Road, Suite 8, Las Vegas, NV 89120

(Address of principal executive offices and zip code)

(801) 963-5112

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

(801) 963-5112Title of each classTrading Symbol(s)Name of each exchange on which registered
(Registrant’s telephone number, including area code)None

n/aNone
(Former name, former address and former fiscal year, if changed since last report)None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes[X]No[  ]

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes[X]No[  ]

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]Accelerated filer[  ]
Non-accelerated filer [  ]
 Non-accelerated filer [X]Smaller reporting company [X]
Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes[  ]No[X]

Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.As of November 17, 2014, issuer had 4,498,891,910 outstanding20, 2020, there were 4,500,417 shares of common stock, $0.001 par value, $0.001.outstanding.

 

 

 

 
 

 

CIRTRAN CORPORATIONCirTran Corporation

FORMForm 10-Q for the Three and Nine Months Ended September 30, 2020

 

For the Quarterly Period Ended September 30, 2014TABLE OF CONTENTS

 

INDEX

Page
PART I – FINANCIAL INFORMATION
Item 1Financial Statements (unaudited)
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Operations4
Condensed Consolidated Statements of Cash Flows5
Notes to Condensed Consolidated Financial Statements6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3Quantitative and Qualitative Disclosures About Market Risk21
Item 4Controls and Procedures21
PART II – OTHER INFORMATION
Item 6Exhibits22
Signatures23
Item Page
 Part I—Financial Information 
   
1Financial Statements (Unaudited)3
 Consolidated Balance Sheets3
 Unaudited Consolidated Statements of Operations4
 Consolidated Statements of Stockholders’ Deficit5
 Unaudited Consolidated Statements of Cash Flows6
 Notes to the Financial Statements7
2Management’s Discussion and Analysis of Financial Condition and Results of Operations17
3Quantitative and Qualitative Disclosures about Market Risk19
4Controls and Procedures19
   
 Part II—Other Information 
   
6Exhibits20
 Signatures21

 

2

 

PART I – I–FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CIRTRAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  September 30, 2014  December 31, 2013 
  (Unaudited)    
ASSETS        
Current assets        
Cash and cash equivalents $200  $281 
Trade accounts receivable, net of allowance for doubtful accounts of $338,880 and $832,093, respectively  37,545   6,561 
Inventory, net of reserve of $2,255,041  173,903   188,634 
Other  72,370   52,555 
Total current assets  284,018   248,031 
         
Investment in securities, at cost  300,000   300,000 
Long-term receivable, net of allowance of $1,582,895  -   - 
Property and equipment, net  22,039   39,856 
Other assets, net  45,441   40,733 
         
Total assets $651,498  $628,620 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current liabilities        
Checks written in excess of bank balance $23,155  $41,925 
Accounts payable  4,040,689   4,169,641 
Related-party payable  1,374,566   1,193,901 
Short-term advances payable - non-related parties  2,165,321   1,982,212 
Short-term advances payable - related parties  786,382   766,939 
Accrued liabilities  1,792,237   2,147,729 
Accrued payroll and compensation expense  3,471,912   2,961,993 
Accrued interest  1,872,031   1,482,181 
Deferred revenue  2,586,136   2,592,170 
Derivative liability  464,962   158,396 
Convertible debenture  2,390,528   2,390,528 
Current maturities of long-term debt  414,085   414,085 
Current liabilities to non-controlling interest holders  2,738,556   2,728,556 
Note payable to stockholders and members  151,833   151,833 
Total current liabilities  24,272,393   23,182,089 
         
Total liabilities  24,272,393   23,182,089 
         
Stockholders’ deficit        
CirTran Corporation stockholders’ deficit:        
Common stock, par value $0.001; authorized 4,500,000,000 shares; issued and outstanding shares: 4,498,891,910 and 4,457,991,910  4,498,892   4,457,992 
Additional paid-in capital  29,246,170   29,270,710 
Subscription receivable  (17,000)  (17,000)
Accumulated deficit  (48,371,759)  (47,674,008)
Total CirTran Corporation and subsidiaries stockholders’ deficit  (14,643,697)  (13,962,306)
Non-controlling interest  (8,977,198)  (8,591,163)
Total stockholders’ deficit  (23,620,895)  (22,553,469)
         
Total liabilities and stockholders’ deficit $651,498  $628,620 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CIRTRAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
             
Net sales $200,871  $658,361  $1,100,484  $2,623,204 
Cost of sales  (6,965)  (124,235)  (87,380)  (554,703)
Royalty Expense  -   -   -   (37,494)
                 
Gross profit  193,906   534,126   1,013,104   2,031,007 
                 
Operating expenses                
Selling, general and administrative expenses  325,146   892,245   1,406,835   2,575,273 
Total operating expenses  319,513   892,245   1,406,835   2,575,273 
                 
Loss from operations  (125,607)  (358,119)  (393,731)  (544,266)
                 
Other income (expense)                
Interest expense  (146,617)  (198,962)  (441,076)  (564,572)
Gain on settlement of debt  -   260,061   57,587   1,703,618 
Gain (loss) on derivative valuation  169,379   104,494   (306,566)  475,560 
Total other expense, net  22,762   165,593   (690,055)  1,614,606 
                 
Net income (loss)  (102,845)  (192,526)  (1,083,786)  1,070,340 
                 
Less net income (loss) attributable to non-controlling interest  112,399   343,264   386,035   (494,004)
                 
Net income (loss) attributable to CirTran Corporation and subsidiaries $9,554  $150,738  $(697,751) $576,336 
                 
Basic and diluted loss per common share $0.00  $0.00  $(0.00) $0.00 
Basic and diluted weighted-average common shares outstanding  4,498,891,910   3,996,671,346   4,489,608,265   3,436,274,192 
  September 30, 2020  December 31, 2019 
   (Unaudited)   (Audited) 
ASSETS        
         
Current assets        
Cash $9,354  $- 
Inventory  215,629   18,814 
Deposits on inventory  44,559   - 
Deposits on inventory - related party  318,624   - 
Other current assets  56,254   1,210 
Total current assets  644,420   20,024 
         
Investment in securities at cost  300,000   300,000 
Property and equipment, net of accumulated depreciation  -   9,772 
         
Total assets $944,420  $329,796 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current liabilities        
Bank overdraft $-  $1,611 
Accounts payable  2,158,031   2,121,401 
Related-party payable  13,740   13,740 
Short-term advances payable  124,904   163,994 
Short-term advances payable - related parties  484,235   738,655 
Accrued liabilities  1,370,038   1,077,999 
Accrued payroll and compensation expense  4,043,089   3,757,636 
Accrued interest, current portion  2,695,365   2,405,946 
Convertible debenture, current portion, net of discounts  264,284   248,874 
Note payable, current portion  90,000   90,000 
Note payable to stockholders and members  151,833   151,833 
Derivative liability  1,218,396   894,079 
Liabilities from discontinued operations  26,464,057   26,348,853 
Total current liabilities  39,077,972   38,014,621 
         
Accrued interest, net of current portion  1,460,824   1,371,098 
Note payable, net of current portion  656,000   500,000 
Convertible debenture, net of current portion, net of discount  1,760,359   1,678,768 
Total liabilities  42,955,155   41,564,487 
         
Commitments and contingencies  -   - 
         
Stockholders’ deficit        
Common stock, par value $0.001; 100,000,000 shares authorized; 4,500,417 and 4,500,417 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively  4,500   4,500 
Additional paid-in capital  37,222,671   37,222,615 
Accumulated deficit  (79,237,906)  (78,461,806)
Total stockholders’ deficit  (42,010,735)  (41,234,691)
         
Total liabilities and stockholders’ deficit $944,420  $329,796 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

CIRTRAN CORPORATION AND SUBSIDIARIES

CONDENSEDUNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)OPERATIONS

 

For the Nine Months Ended September 30, 2014  2013 
       
Cash flows from operating activities        
Net income (loss) $(1,083,786) $1,070,340 
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  17,817   38,118 
Inventory reserves  -   (755)
(Gain) Loss on derivative valuation  306,566   (475,560)
Current liabilities to non-controlling interest holders  -   124,365 
(Gain) on settlement of debt  (57,587)  (1,703,618)
Non-cash compensation expense  -   30,872 
Expenses paid by third-party on behalf of the company  100,000   - 
Loan fees  25,000   - 
Changes in assets and liabilities:        
Trade accounts receivable  (30,984)  (144,075)
Inventory  14,731   (141,816)
Other current assets  (19,815)  (19,785)
Other assets  (4,708)  199,128 
Accounts payable  (13,620)  (287,793)
Related-party payable  180,665   180,128 
Accrued liabilities  (355,492)  251,463 
Accrued payroll and compensation expense  509,919   373,074 
Refundable customer deposits  -   127,798 
Accrued interest  389,850   535,582 
Deferred revenue  (6,034)  66,700 
Net cash provided by operating activities  (27,478)  224,166 
         
Cash flows from financing activities        
Checks written in excess of bank balance  (18,770)  (17,118)
Proceeds from non-controlling interest  -   200,000 
Proceeds from short-term advances non-related parties  92,724   23,500 
Proceeds from short-term advances related parties  106,800   224,558 
Payments on convertible debenture accrued interest  -   (64,395)
Payments on short-term advances non-related parties  (76,000)  (312,903)
Payments on short-term advances related parties  (77,357)  (252,450)
Net cash provided by (used in) financing activities  27,397   (198,808)
         
Net increase (decrease) in cash and cash equivalents  (81)  25,358 
Cash and cash equivalents at beginning of period  281   7,883 
         
Cash and cash equivalents at end of period $200  $33,241 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest $38,000  $64,395 
         
Noncash investing and financing activities:        
Debt and accrued liabilities converted to equity $16,360  $1,948,381 
Conversion of short-term advances, related parties for current liabilities to non-controlling interest holders  10,000   350,000 
  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  2020  2019  2020  2019 
Net sales $405,005  $-  $935,319  $- 
Cost of sales  228,380   -   425,699   - 
Gross profit  176,625   -   509,620   - 
                 
Operating expenses                
Employee costs  126,559   36,222   169,169   121,926 
Selling, general and administrative expenses  129,125   47,700   248,059   143,121 
Total operating expenses  255,684   83,922   417,228   265,047 
                 
Income (loss) from operations  (79,059)  (83,922)  92,392   (265,047)
                 
Other income (expense)                
Interest expense  (154,318)  (187,546)  (466,953)  (437,909)
Loss on disposal of equipment  -   -   (9,771)  - 
Loss on derivative valuation  39,700   (7,431)  (318,564)  (7,431)
Other income  -   204   42,000   934 
Total other expense  (114,618)  (194,773)  (753,288)  (444,406)
                 
Net loss from continuing operations  (193,677)  (278,695)  (660,896)  (709,453)
                 
Loss from discontinued operations  (38,681)  (38,682)  (115,204)  (105,002)
                 
Net loss $(232,358) $(317,377) $(776,100) $(814,455)
                 
Net loss from continuing operations per common share, basic and diluted $(0.04) $(0.06) $(0.15) $(0.16)
Net loss from discontinued operations per common share, basic and diluted $(0.01) $(0.01) $(0.03) $(0.02)
Net loss per common share, basic and diluted $(0.05) $(0.07) $(0.18) $(0.18)
Basic and diluted weighted average common shares outstanding  4,500,417   4,500,417   4,500,417   4,500,417 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

CIRTRAN CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SUBSIDIARIESNINE MONTHS ENDED SEPTEMBER 30, 2019 (REVISED)

  Common Stock  Additional Paid-in  Accumulated    
  Shares  Amount  Capital  Deficit  Total 
Balance December 31, 2018  4,500,417  $4,500  $37,222,615  $(77,234,267) $(40,007,152)
Net loss three months ended March 31, 2019  -   -   -   (211,120)  (211,120)
Balance March 31, 2019  4,500,417   4,500   37,222,615   (77,445,387)  (40,218,272)
Net loss three months ended June 30, 2019  -   -   -   (285,958)  (285,958)
Balance June 30, 2019  4,500,417   4,500   37,222,615   (77,731,345)  (40,504,230)
Net loss three months ended September 30, 2019  -   -   -   (317,377)  (317,377)
Balance September 30, 2019  4,500,417  $4,500  $37,222,615  $(78,048,722) $(40,821,607)

CIRTRAN CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

  Common Stock  Additional Paid-in  Accumulated    
  Shares  Amount  Capital  Deficit  Total 
Balance December 31, 2019  4,500,417  $4,500  $37,222,615  $(78,461,806)  (41,234,691)
Stock option expense  -   -   56   -   56 
Net loss three months ended March 31, 2020  -   -   -   (315,372)  (315,372)
Balance March 31, 2020  4,500,417   4,500   37,222,671   (78,777,178)  (41,550,007)
Net loss three months ended June 30, 2020  -   -   -   (228,370)  (228,370)
Balance June 30, 2020  4,500,417   4,500   37,222,671   (79,005,548)  (41,778,377)
Net loss three months ended September 30, 2020  -   -   -   (232,358)  (232,358)
Balance September 30, 2020  4,500,417  $4,500  $37,222,671  $(79,237,906) $(42,010,735)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

CIRTRAN CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

  Nine Months Ended September 30, 
  2020  2019 
Cash flows from operating activities        
Net loss from continuing operations $(660,896) $(709,453)
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation expense  -   1,719 
Loss on derivative valuation  318,564   7,431 
Debt discount amortization  87,754   61,666 
Loss on disposal of equipment  9,771   - 
Stock option expense  56   - 
Expenses paid on behalf of Company by a related party  1,940   - 
Changes in operating assets and liabilities:        
Inventory  (196,815)  - 
Deposits on inventory  (44,559)  - 
Deposits on inventory - related party  (318,624)  - 
Other current assets  (55,044)  (1,210)
Accounts payable  36,631   9,914 
Accrued liabilities  292,039   79,199 
Accrued payroll and compensation  285,453   37,566 
Accrued interest  379,145   374,820 
Deferred revenue  -   27,500 
Net cash provided by (used in) continuing operating activities  135,415   (110,848)
Net cash used in discontinued operations  -   (4,292)
Net cash provided by (used in) operating activities  135,415   (115,140)
         
Cash flows from financing activities        
Proceeds from bank overdraft  (1,611)  - 
Proceeds from convertible loans payable  15,000   50,000 
Proceeds from related-party loans  10,700   74,477 
Repayments of related-party loans  (270,150)  (18,270)
Proceeds from loans payable  156,000   15,400 
Repayments of loans payable  (36,000)  (5,000)
Cash (used in) provided by financing activities  (126,061)  116,607 
Cash (used in) provided by discontinued financing activities  -   - 
Net cash (used in) provided by financing activities  (126,061)  116,607 
         
Net change in cash  9,354   1,467 
Cash, beginning of period  -   214 
Cash, end of period $9,354  $1,681 
         
Supplemental disclosure of cash flow information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         
Supplemental disclosure of noncash investing activities        
Initial measurement of derivative liability $5,753  $811,020 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

CIRTRAN CORPORATION

NOTES TO CONDENSEDUNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SEPTEMBER 30, 2020

 

NOTE 1—BASIS OF PRESENTATION

The consolidated financial statements of CirTran Corporation for the three- and nine-month periods ended September 30, 2020 and 2019, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 20142020, and December 31, 2019, and our results of operations and cash flows for the periods ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 and 2019, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.

 

NOTE 1 – BASIS2—SUMMARY OF PRESENTATIONSIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

We consolidate all of our majority-owned subsidiaries, companies over which we exercise control through majority voting rights, and companies in which we have a variable interest and we are the primary beneficiary. We account for our investments in common stock of other companies that we do not control, but over which we can exert significant influence, using the cost method.

 

The accompanying unaudited condensed consolidated financial statements as of and for the periods ended September 30, 2020, include the accounts of CirTran Corporation and its subsidiaries (the “Company”). Theseour wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran - Asia, Inc. All intercompany balances and transactions have been eliminated.

The consolidated financial statements as of and for the periods ended September 30, 2019, include the accounts of CirTran Corporation and our wholly owned subsidiaries: CirTran Products Corp., CirTran Corporation (Utah), CirTran Beverage Corp., CirTran Online Corp., CirTran Media Corp., Racore Network, and CirTran - Asia, Inc. All intercompany balances and transactions have been prepared in accordance with Article 10eliminated.

Use of Regulation S-X promulgated byEstimates

In preparing the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, (“GAAP”) have been condensed or omitted pursuantmanagement is required to such rulesmake estimates and regulations. These statements should be read in conjunction withassumptions that affect the Company’s annual financial statements included inreported amounts of assets and liabilities, the Company’s Annual Report on Form 10-K fordisclosure of contingent assets and liabilities at the year ended December 31, 2013. In particular,date of the Company’s significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements, and consistthe reported amounts of only normal recurring adjustments. Therevenues and expenses during the reported periods. Actual results could differ from those estimates.

Revenue Recognition

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for revenue recognition. Adoption of operations presentedASC 606 did not have a significant impact on our financial statements. We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the accompanying condensed consolidated financial statementsconsideration expected to be received in exchange for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with the customer, typically a purchase order received that we have accepted the terms of. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

During the three and nine months ended September 30, 2014,2020, we recognized revenues of $15,000 and $515,000, respectively, related to the performance obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized at certain milestone intervals upon our delivery and customer acceptances of work product related to those milestones, namely product design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified and, as such, no asset has been recorded for customer acquisition costs. Additionally, we have not necessarily indicative ofrecognized impairment losses related to the results that may be expected forreceivables from these contracts during the 12 months ending December 31, 2014.

NOTE 2 – REALIZATION OF ASSETS

The accompanying condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company had a net loss of $1,083,786three and net income of $1,070,340 for the nine months ended September 30, 20142020.

7

Additionally, we recognized revenues of $390,005 and 2013, respectively. As of September 30, 2014,$420,319 during the Company had an accumulated deficit of $48,371,759. In addition, the Company had cash provided by operations in the amount of $36,917 during thethree and nine months ended September 30, 2014,2020, respectively, related to the delivery of product to our customers. Each delivery is based on a unique customer purchase order which is considered to be a stand-alone contract that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place, time, and price. We recognize revenue under the unique purchase order contract upon fulfillment of our performance obligations therein, typically limited to the delivery of product.

Cash and Cash Equivalents

We consider all highly liquid, short-term investments with an original maturity of three months or less to be cash provided by operations in the amount of $224,166 during the nine months ended September 30, 2013. The Company also had a negative working capital deficit balance of $23,988,375equivalents. We did not hold any cash equivalents as of September 30, 2014, and $22,934,058 as of2020, or December 31, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue energy drink distribution, its principal source of revenue, is subject to interruption or termination because of ongoing disputes respecting the status of the Play Beverages, LLC, or PlayBev, license to market Playboy-licensed energy drinks. The Company is continuing its suit against Playboy Enterprises, Inc., or Playboy, in Illinois in an effort to enjoin Playboy’s termination of the license so the Company will be able to continue its beverage distribution segment. If the Playboy licensing dispute is not resolved satisfactorily through a negotiated settlement or litigation in such proceeding, PlayBev would be required to terminate its beverage distribution activities, which are currently the principal source of the Company’s revenues. Such termination may require the Company to cease its activities and seek protection from creditors.

In view of the matters described in the preceding paragraphs, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements on a continuing basis, to maintain or replace present financing, to acquire additional capital from investors, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company believes that its beverage business segment has the potential to have a substantial impact on its overall business. The Company plans to focus on the beverage business and the contract manufacturing business. For the beverage business, the Company plans to sell existing products and develop new products under the license agreement with Playboy to a globally expanding market. With regard to contract manufacturing, the Company’s goal is to provide customers with manufacturing solutions for both new and more mature products, as well as across product generations.

The Company provides product marketing services to the direct response and retail markets for both proprietary and nonproprietary products. This segment provides campaign management and marketing services for the beverage distribution, direct response, and retail markets. The Company intends to continue to provide marketing and media services to support its own product efforts and offer to customers marketing service in channels involving television, radio, print media, and the Internet. The Company intends to serve the electronics assembly and manufacturing industries, although it anticipates that its focus will shift more to providing services on a subcontract basis.2019.

 

NOTE 3 – INVENTORIESLeases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases, which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. We account for short term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.

Investment in Securities

Our cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at September 30, 2020, and December 31, 2019. As we owned less than 20% of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there was none during the periods presented.

Property and Equipment

We incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies used in the manufacture of products. The capitalized cost, net of accumulated depreciation, associated with molds and dies included in property and equipment at September 30, 2020, and December 31, 2019, was $0 and $9,772, respectively. All property and equipment that was in service during the year ended December 31, 2019, was disposed of during the current period.

Depreciation expense is recognized in amounts equal to the cost of depreciable assets over estimated service lives. Leasehold improvements are amortized over the shorter of the life of the lease or the service life of the improvements. The straight-line method of depreciation and amortization is followed for financial reporting purposes. Maintenance, repairs, and renewals that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included in operating results.

Impairment of Long-Lived Assets

We review our long-lived assets, including intangibles, for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. At each balance sheet date, we evaluate whether events and circumstances have occurred that indicate possible impairment. We use an estimate of future undiscounted net cash flows from the related asset or group of assets over their remaining life in measuring whether the assets are recoverable. We did not record expenses for the impairment of long-lived assets during the periods ended September 30, 2020 or 2019.

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Financial Instruments with Derivative Features

We do not hold or issue derivative instruments for trading purposes. However, we have financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change. We have estimated the fair value of these embedded derivatives using a Monte Carlo simulation. The fair values of the derivative instruments are measured each reporting period.

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead. Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of indirect manufacturing costs to the manufacturing process. Inventories consist of finished goods as we do not carry raw materials for manufacturing products.

When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers that require them to purchase their inventory items in the event they cancel their business with us.

From time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet component and totaled $44,559 (non-related-party) and $318,624 (related-party) as of September 30, 2020. There were no deposits on inventory as of December 31, 2019.

Inventory balances consisted of the following:

 

  September 30, 2014  December 31, 2013 
       
Raw Materials $1,689,854  $1,682,099 
Work in Process  278,788   255,934 
Finished Goods  460,302   505,642 
Allowance / Reserve  (2,255,041)  (2,255,041)
Totals $173,903  $188,634 
  September 30, 2020  December 31, 2019 
Finished goods $123,661   18,814 
Raw materials  91,968   - 
Total $215,629  $18,814 

 

NOTE 4Stock-Based Compensation

We have outstanding stock options to directors and employees, which are described more fully in Note 12RELATED-PARTY TRANSACTIONSStock Options and Warrants. We account for our stock options in accordance with ASC 718-10, Accounting for Stock Issued to Employees, and ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, as updated, which requires the recognition of the cost of employee services received in exchanged for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. ASC 718-10 also requires the stock option compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (typically the vesting period). There was no impact to our methodology for accounting for equity based compensation as a result of adopting ASC 718-10 and ASU 2018-07.

Stock-based employee compensation was $56 and $600 for the nine months ended September 30, 2020 and 2019, respectively.

Fair Value of Financial Instruments

The carrying amounts reported in the accompanying consolidated financial statements for cash, notes payable, and accounts payable approximate fair value because of the immediate or short-term maturities of these financial instruments.

ASC 820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

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Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounts payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments. Derivative liabilities are measured using level 3 inputs.

  Total Fair Value
at September 30, 2020
  Quoted
prices in
active markets
(Level 1)
  Significant
other
observable
inputs (Level 2)
  Significant
unobservable
inputs (Level 3)
 
Derivative liabilities $1,218,396  $           -  $          -  $1,218,396 

  Total Fair Value at December 31, 2019  Quoted prices in active markets (Level 1)  Significant other observable inputs (Level 2)  Significant unobservable inputs (Level 3) 
Derivative liabilities $894,079  $              -  $               -  $894,079 

Loss per Share

Basic loss per share (EPS) is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted EPS is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were 160,186,365 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares for the three and nine months ended September 30, 2020, due to the anti-dilutive effect these would have on net loss per share. There were 133,107,973 such shares issuable as of September 30, 2019. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares but may do so in the future.

Short-term Advances

We have short-term advances with various individuals. These advances are due upon demand, carry no interest, and are not collateralized. These advances are classified as short-term liabilities.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 “Debt with Conversion and Other Options,” which will be effective for fiscal years beginning after December 15, 2021. We are evaluating the impacts this new pronouncement will have on our financial statements.

 

Transactions Involving Officers, Directors,NOTE 3—GOING CONCERN AND REALIZATION OF ASSETS

In October 2016, we lost our ability to continue energy drink distribution, our principal source of revenue, after receiving an unfavorable ruling in our suit against Playboy Enterprises, Inc.

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The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. We had a working capital deficiency of $38,433,552 and Stockholders - In 2007,$37,994,597 as of September 30, 2020, and December 31, 2019, respectively, and a net loss from continuing operations of $660,896 and $709,453 during the Company appointed Fadi Nora to its Board of Directors. In addition to compensation the Company normally pays to nonemployee members of the Board, Mr. Nora is entitled to a quarterly bonus equal to 0.5% of any gross sales earned by the Company directly through Mr. Nora’s efforts.nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2014, the Company owed $134,330 under this arrangement. As2020, and December 31, 2019, we had an accumulated deficit of September 30, 2014, the Company owed Mr. Nora $621,773$79,237,906 and $78,461,806, respectively. These conditions raise substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan described in the formfollowing paragraphs and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

In the coming year, our foreseeable cash requirements will relate to development of unsecured advances. Thesebusiness operations and associated expenses. We may experience a cash shortfall and be required to raise additional capital.

Historically, we have mostly relied upon shareholder loans and advances to finance operations and short-term bridgegrowth. Management may raise additional capital by retaining net earnings, if any, or through future public or private offerings of our stock or loans were approved by the Board of Directors underfrom private investors, although we cannot assure that we will be able to obtain such financing. Our failure to do so could have a 5% borrowing fee. The borrowing fees on these loans were waived by Mr. Nora. In addition, the Company owed Mr. Nora $233,731 in accrued liabilities as of September 30, 2014, for selling, general,material and administrative expenses that were paid for by Mr. Nora on a personal credit card. As of September 30, 2014, Mr. Nora had $718,000 in accrued management fees for PlayBev, which is included in related-party payables. (see Note 5 under Employment Agreements).adverse effect upon us and our shareholders.

NOTE 4—PROPERTY AND EQUIPMENT

 

The Company has agreed to issue 2,400,000 options to Mr. Nora as compensation for services provided as a DirectorProperty and equipment and estimated service lives consist of the Company. The terms of the director agreement require the Company to grant to Mr. Nora options to purchase 2,400,000 shares of the Company’s stock each year, with the exercise price of the options being the market price of the Company’s common stock as of the grant date. following:

  September 30, 2020  December 31, 2019  Useful Life (years)
Furniture and office equipment $-  $177,900  5-10
Leasehold improvements                 -   997,714  7-10
Production equipment  -   2,886,267  5-10
Vehicles  -   53,209  3-7
Total  -   4,115,090   
Less: accumulated depreciation  -   (4,105,318)  
Property and equipment, net $-  $9,772   

During the nine months ended September 30, 2014, the Company accrued for 2,400,000 stock options relating2020, we disposed of all of our remaining assets as part of our adoption of our new agreement to develop and distribute certain products. There was no consideration received upon disposal resulting in a net loss equal to the director agreement with Mr. Nora. The fair marketnet book value of $9,771 during the options was $719, usingnine months ended September 30, 2020. We recorded $0 and $573 of depreciation expense during the following assumptions: seven-year term, estimated volatilitythree months ended September 30, 2020 and 2019, respectively. We recorded $0 and $1,719 of 246.35%,depreciation expense during the nine months ended September 30, 2020 and a discount rate of 0.0% (see also Note 12).2019, respectively.

NOTE 5—RELATED-PARTY TRANSACTIONS

Transactions Involving Officers, Directors, and Stockholders

 

In 2007, the Companywe issued a 10% promissory note to a family member of the Company Presidentour president in exchange for $300,000. The note was due on demand after May 2008. DuringThere were no repayments made during the three months ended September 30, 2014, the Company made no payments on the outstanding note.periods presented. At September 30, 2014,2020, and December 31, 2019, the principal amount owing on the note was $151,833. $151,833 and $151,833, respectively.

On March 31, 2008, the Companywe issued to this same family member, along with fourtwo other Companycompany shareholders, promissory notes totaling $315,000. The family member’s note was for $105,000.$315,000 ($105,000 each). Under the terms of all thethese three $105,000 notes, the Companywe received total proceeds of $300,000 and agreed to repay the amount received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum. We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of September 30, 2020, and December 31, 2019, totaled $72,466 and $72,466, respectively.

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During the nine months ended September 30, 2014, the Company2020, we made no paymentsrepayments to related parties of $270,150 and advances of $10,700 were received from related parties. Additionally, related parties paid expenses totaling $1,940 directly to vendors on the outstanding notes. The principal balance owing on the promissory notesour behalf. There were $484,235 and $738,655 of short-term advances due to related parties as of September 30, 2014, totaled $72,466.2020, and December 31, 2019, respectively. The advances are due on demand and as such included in current liabilities.

 

The Company hasWe have agreed to issue 6,000,000stock options each year to the Company PresidentIehab Hawatmeh, our president, as compensation for services provided as an officer of the Company.our chief executive officer. The terms of thethis employment agreement require the Companyus to grant to the Company President options to purchase 6,000,0006,000 shares of the Company’sour stock each year, with thean exercise price ofequal to the options being thefair market price of the Company’sour common stock as of the grant date. During the nine months ended September 30, 2014,2020, we granted options to purchase 6,000 shares of common stock relating to this employee agreement. There were also options to purchase 6,000 shares of common stock that expired during the Company accrued for 6,000,000nine months ended September 30, 2020. There was 30,000 and 30,000 outstanding stock options relating to the employee agreement with Mr. Hawatmeh. The fair market value of the options was $1,798, using the following assumptions: estimated seven-year term, estimated volatility of 246.35%, and a discount rate of 0.0% (see also Note 12).

During the period ending September 30, 2014, the company President advanced $61,800, was repaid $47,357, assumed $58,556 owed to a Company Director and exchanged $10,000 of this amount for current liabilities to non-controlling interest holders. As a result of these transactions,held by Iehab Hawatmeh as of September 30, 2014, the Company2020, and December 31, 2019, respectively. See Note 6 – Other Accrued Liabilities and Note 12 – Stock Options and Warrants.

As of September 30, 2020, and December 31, 2019, we owed the Company Presidentour president a total of $126,609$900,339 and $903,740 in short-term advances payable and 42,000,000 stock options with an aggregated fair value at time of grant of $166,496. Theseunsecured advances. The advances and short-term bridge loans were approved by the Boardour board of Directorsdirectors under a 5% borrowing fee. The borrowing fees on these loans were waived by the Company’s President.our president on these loans. These amounts are included in our liabilities from discontinued operations.

 

Sublease- In an effortAs of September 30, 2020 and December 31, 2019, we owed a total of $13,740 to operate more efficiently and focus resourcesa related party through trade payables incurred in the normal course of business. These amounts are shown as a separate related-party payable on higher margin areas of the Company’s business, on March 5, 2010, the Company and Katana Electronics, LLC, a Utah limited liability company (“Katana”), entered into certain agreements (collectively, the “Agreements”) to reduce the Company’s costs. The Agreements include an Assignment and Assumption Agreement, an Equipment Lease, and a Sublease Agreement relating to the Company’s property. Pursuant to the terms of the Sublease, the Company agreed to sublease a certain portion of the Company’s premises to Katana, consisting of the warehouse and office space usedbalance sheet as of the close of business on March 4, 2010. The term of the Sublease was for two months with automatic renewal periods of one month each. The base rent under the Sublease is $8,500 per month. The Sublease contains normal and customary use restrictions, indemnification rights and obligations, default provisions, and termination rights. Under the Agreements signed, the Company continues to have rights to operate as a contract manufacturer in the future in the U.S. and offshore. On July 1, 2011, Katana had assumed the full lease payment, and the Company agreed to pay Katana $5,000 per month for the use of office space and utilities. The Company recorded a rent expense of $50,000 and $30,000 foreach reporting date.

During the nine months ended September 30, 20142020, we made deposits with a related-party inventory supplier totaling $318,624. The related party is an entity controlled by our CEO. All transactions were at a 2% markup over the related-party’s cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $240,803 during the nine months ended September 30, 2020.

NOTE 6—OTHER ACCRUED LIABILITIES

Accrued tax liabilities consist of delinquent payroll taxes, interest, and 2013, respectively.penalties owed by us to the Internal Revenue Service (“IRS”) and other tax entities.

Accrued liabilities consist of the following:

  September 30, 2020  December 31, 2019 
       
Tax liabilities $800,970  $806,331 
Other  569,068   271,668 
Total $1,370,038  $1,077,999 

Other accrued liabilities as of September 30, 2020, and December 31, 2019, include a non-interest-bearing payable totaling $45,000 that is due on demand.

Accrued payroll and compensation liabilities consist of the following:

  September 30, 2020  December 31, 2019 
       
Stock option expenses $-  $4,000 
Director fees  140,000   135,000 
Bonus expenses  129,358   121,858 
Commissions  2,148   2,148 
Administrative payroll  3,771,583   3,494,630 
Total $4,043,089  $3,757,636 

12

Stock option expenses consist of employee stock option expenses. During the nine months ended September 30, 2020, we resumed accruing wages for our CEO, which are included in administrative payroll. A total of $258,750 was accrued during the nine months ended September 30, 2020 of which $172,500 are included in cost of sales as a direct labor cost of fulfilling performance obligations related to our revenue recognized and $86,250 are included in operating expenses. The allocation of wages to cost of sales and operating expenses is based on the percentage of time spent by our CEO to directly deliver on certain performance obligations under our contracts with our customers. Our CEP spent 100% of his time as such during the six months ended June 30, 2020 with 0% of his time spent as such during the three months ended September 30, 2020.

NOTE 7—COMMITMENTS AND CONTINGENCIES

 

NOTE 5 – COMMITMENTS AND CONTINGENCIESLitigation and Claims

 

Litigation and Claims - Various vendors, and service providers, and others have notified the Companyasserted legal claims in previous years. These creditors generally are not actively seeking collection of amounts due them, and we have determined that they believe they have claims against the Company totaling approximately $2,250,000. The Company has determined the probability of realizing any loss on these claims is remote. The Company has made no accrualremote and will seek to compromise and settle at a deep discount any of such claims that are asserted for these claims and is currentlycollection. These amounts are included in the process of negotiating the dismissal of these claims.

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Registration Rights Agreements - In connection with the Company’s issuance of convertible debentures to YA Global Investments, L.P., formerly known as Cornell Capital Partners, L.P. (“YA Global”), the Company granted to YA Global certain registration rights, pursuant to which the Company agreed to file a registration statement to register the resale of shares of the Company’s common stock issuable upon conversion of the debentures. The Company agreed to keep the registration statement effective until all of the shares issuable upon conversion of the debentureour current liabilities. We have been sold. The Company has not accrued aany liability for potential losses.claims or judgments that we have determined to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.

Playboy Enterprises, Inc.

 

Previously, YA Global had agreedOur affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012 asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment to extensionsPlayboy of $6.6 million against Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the filing deadlines inherent in the termscircuit court. We have accrued $17,205,599 as of the convertible debentures mentioned above. On January 24, 2011, the CompanySeptember 30, 2020, and YA Global entered into a forbearance agreementDecember 31, 2019, related to the convertible debentures issued by the Company to YA Global or its predecessor entities.this judgment, which is included in liabilities in discontinued operations.

 

YA Global Forbearance Agreements - As of September 30, 2014, the Company had an outstanding Convertible Debenture (as defined below) issued to YA Global Investments, L.P., formerly known as Cornell Capital Partners, L.P. (“YA Global”), with an aggregate outstanding balance of $2,390,528, including accrued interest of $748,291, which was then in default.

The terms of the Company’s outstanding Convertible Debenture are governed by a February 22, 2013, Ratification Agreement with YA Global (the “Ratification Agreement”). Under this Ratification Agreement, the Company ratified the obligations under three existing convertible debentures dated May 26, 2005, December 30, 2005, and August 23, 2006, and agreed to amend, restate, and consolidate the obligations evidenced thereby into the single Convertible Debenture.

Under the Ratification Agreement and Convertible Debenture payment schedule, the Company was required to make monthly payments, to be applied first to accrued interest and then to principal, in the amount of $100,000 per month, commencing in April 2013. The convertible debentures and accrued interest are convertible into shares of the Company’s common stock at the lowest bid price for the 20 trading days prior to conversion ($0.0002 as of December 31, 2013). The amount of its required monthly cash payment would be reduced in an amount equal to the amount credited to the balance due under the debentures into common stock, as provided in the original convertible debentures as well as in the Convertible Debenture. Any amount credited against the debenture obligation in excess of $100,000 per month would be credited against the amounts due in the next succeeding month, with the entire unpaid balance of principal and interest due on January 31, 2014.

During 2013, a total of $1,284,412 was credited against required payments due YA Global for the conversion of indebtedness to common stock. Since 2009, the Company has not had insufficient funds to pay cash to YA Global and has had to rely exclusively on the conversion of the obligation to common stock. However, no further conversions can be effected because the Company has insufficient authorized but unissued common stock. Based on the prevailing market price for its common stock, which has ranged from a high bid of $0.0006 to a low bid of $0.0002 during the past six months, the terms of the Convertible Debenture would require a conversion price of $0.001 per share, which is lower than the per-share par value, so the Company would be obligated to issue shares at $0.001 par value. The Convertible Debenture provides that the holder cannot convert indebtedness to common stock if, as a result of such conversion, the holder would own more than 9.99% of the Company’s outstanding common stock. Sales of common stock that would reduce the holder’s ownership would enable the holder to convert additional amounts due under the Convertible Debenture.

The obligation under the Company’s Convertible Debentures is secured by liens and security interests in all of the Company’s assets, so the continuation of the Company is dependent of meeting this obligation. If YA Global were to exercise its collection remedies and execute on its collateral, it could take all of the Company’s assets and leave nothing for other creditors or shareholders.

During the nine months ended September 30, 2014, the Company did not issue any common stock against the required payments.

Delinquent Payroll Taxes, Interest, and Penalties -

In November 2004, the IRS accepted the Company’s Amended Offerour amended offer in Compromisecompromise (the “Offer”) to settle delinquent payroll taxes, interest, and penalties. The acceptance of the Offer required the Companypenalties, which requires us to pay $500,000. Additionally, the Offer required the Company to$500,000, remain current in itsour payment of taxes for five years, and not claimforego claiming any net operating losses for the years 2001 through 2015 or until the Company payswe pay taxes on future profits in an amount equal to the taxes of $1,455,767 waived by the Offer of $1,455,767.Offer. In June 2013, the Companywe entered into a partial installment agreement to pay $768,526 in unpaid 2009 payroll taxes. The installment agreementtaxes, which requires the Companyus to pay the IRS 5% of cash deposits. The monthly payments are to continue until the account balances are paid in full or until the collection statute of limitation expires on October 6, 2020. AsThere was $1,048,756 and $1,048,756 due as of September 30, 2014, this balance is $445,983.2020, and December 31, 2019, respectively.

Disputed Account Payable -The Company is in disagreement with its former legal counsel over the amount due to this provider for billed services, charges, and interest expense. The Company is vigorously working with this provider to settle the outstanding balance. Management assesses the likelihood to be remote that it will not be able to settle the balance at or below the currently accrued balance.Employment Agreements

 

Employment Agreements - On August 1, 2009, the Company entered into a newWe engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement withentered in August 2009 and amended in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively terminating the Company’s President. The term ofagreement. However, the amendment to his employment agreement continues until August 31, 2014, and automatically extends for successive one-year periods,in September 2017 reinstated Mr. Hawatmeh to his previous positions, with a salary in an annual base salary of $345,000. Theamount to be determined. Among other things, the reinstated employment agreement alsoagreement: (a) grants to Mr. Hawatmeh options to purchase a minimum of 6,000,0006,000 shares of the Company’sour stock each year, with thean exercise price of the options beingequal to the market price of the Company’sour common stock as of the grant date. The employment agreement alsodate, for the maximum term allowed under our stock option plan; (b) provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by the Board. The employment agreementour board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal to 5% of the Company’sour earnings before interest, taxes, depreciation and amortization for the applicable quarter; bonus(es)(ii) bonuses equal to 1.0%1% of the net purchase price of any acquisitions completed by the Companywe complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual bonus (payable quarterly) equal to 1% of theour gross sales of all products, net of returns and allowances,allowances. On January 1, 2020, we resumed accruing wages for our CEO. A total of all beverage products of the Company and its affiliates for the most recent fiscal year. During the nine months ended September 30, 2014 and 2013, the Company incurred $1,798 and $10,171, respectively, of noncash compensation expense related to accrual for employee stock options to be awarded per the employment contract with Mr. Hawatmeh.

Pursuant to the employment agreement, Mr. Hawatmeh’s employment may be terminated for cause or upon death or disability, in which event, the Company is required to pay Mr. Hawatmeh any unpaid base salary and unpaid earned bonuses. In the event that Mr. Hawatmeh is terminated without cause, the Company is required to pay to Mr. Hawatmeh: (i) within 30 days following such termination, any benefit, incentive, or equity plan, program, or practice (the “Accrued Obligations”) paid when such would have been paid to him if employed; (ii) within 30 days following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to 30 months of annual base salary; (iii) bonus(es) owing under the employment agreement for the two-year period after the date of termination (net of any bonus amounts paid as Accrued Obligations) based on actual results for the applicable quarters and fiscal years; and (iv) within 12 months following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to 30 months of annual base salary; provided that if Mr. Hawatmeh is terminated without cause in contemplation of, or within one year after, a change in control, then two times such annual base salary and bonus payment amounts.

On May 1, 2009, PlayBev, a consolidated variable interest entity, entered into compensation agreements with its managers, Mr. Hawatmeh and Mr. Nora. The agreed compensation consists of a monthly fee of $10,000 for each manager, reimbursement of reasonable expenses on its behalf, and a car allowance for Mr. Nora of $1,000 per month to cover the cost of use, fuel, and repairs. The Company has$258,750 was accrued $1,368,000 in compensation, which is included in related-party payables as of September 30, 2014.

Advanced Beauty Solutions, LLC -On March 22, 2012, the Company and Advanced Beauty Solutions, LLC, or ABS, entered into a formal forbearance agreement, dated as of March 1, 2012 (the “ABS Forbearance Agreement”), whereby ABS agreed to take no further judgment enforcement actions in consideration of the payment of $25,000 upon execution of the definitive ABS Forbearance Agreement and satisfaction of applicable conditions precedent. The ABS Forbearance Agreement calls for the Company to pay $7,500 per month for 46 consecutive months (except for a payment of $15,000 in December 2012), commencing in March 2012, with the unpaid balance, as finally determined as provided below, due and payable in January 2016. No interest on the principal accrues unless the note is in default, in which case, it would bear interest at 10% per annum from the date of the ABS Forbearance Agreement. In addition, the Company stipulated to an additional judgment for attorney’s fees incurred in negotiating the ABS Forbearance Agreement and entering into the related definitive agreements and in related post-judgment collection efforts. The obligation to pay $1,835,000 under the ABS Forbearance Agreement is secured by an encumbrance on all of the Company’s assets, subject to a prior lien and encumbrance in favor of YA Global.

ABS entered into a subordination agreement subordinating the obligation under the ABS Forbearance Agreement in favor of the obligations and first-priority security interest of YA Global. The Company conveyed to ABS the trademarks and intellectual property previously conveyed by ABS to the Company.

The Company has assigned to ABS its creditor claim against the estate of ABS, to the extent of the balance due under the ABS Forbearance Agreement. Any distribution from the ABS estate in excess of the adjusted amounts due under the ABS Forbearance Agreement will be paid to the Company. Pending the determination of the amount of the credit due for the value of the intellectual property conveyed, the Company accrued a balance of $90,000 for the minimum required payment under the ABS Forbearance Agreement. It is reasonably possible that this estimate may change in the near future based on the events of the ABS settlement.

Under the ABS Forbearance Agreement, the Company accrued $90,000 as of December 31, 2011, and made payments of $0 and $70,000 during the nine months ended September 30, 2014 and 2013, respectively. The royalty accrual as of September 30, 2014 and 2013, was $0 and $20,000, respectively.2020.

 

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NOTE 6 – NOTES PAYABLE

 

Notes payableWe also have an oral agreement with our other director that requires us to stockholders and members consistedissue options to purchase 2,000 shares of a promissory note to a stockholder due on demand with a 10% stated interest rate, unsecured, with interest due quarterly. The principal balance was $151,833 as of September, 30, 2014, and December 31, 2013.

Notes payable consisted of the following at September 30, 2014, and December 31, 2013:

  2014  2013 
       
Promissory notes to three investors, 12% stated interest, 5% borrowing fee, due on demand to related party, in default. $72,465  $72,465 
         
Settlement note, 10 monthly payments, no interest, in default.  59,120   59,120 
         
Promissory note to a member of AfterBev Group LLC, 10% stated interest, interest payable quarterly. Due on demand, in default.  75,000   75,000 
        
Promissory note to a member of PlayBev, 10% stated interest, interest payable quarterly, unsecured. Due on demand, in default.  100,000   100,000 
        
Promissory note to an investor, 0% stated interest, interest payable quarterly, unsecured. Due on demand, in default.  100,000   100,000 
        
Promissory note to an investor, 10% stated interest, interest payable quarterly, unsecured. Due on demand.  7,500   7,500 
         
Total  414,085   414,085 
         
Less current maturities  (414,085   (414,085)
         
Long-term portion of notes payable $-  $- 

As of September 30, 2014, and December 31, 2013, the Company had accrued interest owed on the notes payable in the amounts of $369,679 and $312,917, respectively. The Company recorded interest expense of $56,763 and $284,376 for the nine months September 30, 2014 and 2013, respectively. During the nine months ended September 30, 2014, the Company paid $0 of accrued interest on the notes.

Short-term advances payable

As of September 30, 2014 and December 31, 2013, the Company had $2,165,322 and $1,982,212, respectively, in short-term advances payable to unrelated parties. The short-term advances to unrelated parties also had accrued interest expense of $147,821 and $79,864 as of September 30, 2014 and December 31, 2013, respectively.our common stock each year.

 

During the nine months ended September 30, 2014, the Company made cash payments2020 and 2019, we granted options to purchase 8,000 and 6,000 shares of $76,000common stock to Mr. Hawatmeh and Ms. Hollinger, respectively. We recorded a loss from settlement of short-term advances payable in the amount of $41,385. The additional accrual is included in the loss on settlement of debt. The Company also increased short-term advances payable to unrelated parties by $125,000 for expenses $25,000 of which relates to loan fees, paid on behalf of the company by outside partiestotaling $56 and approximately $93,000 for cash received from third parties.

During$600 during the nine months ended September 30, 2014,2020 and 2019, respectively, for these options.

We have no other agreements requiring the Company recorded interest expensegrant of $82,957options.

NOTE 8—NOTES PAYABLE

Notes payable consisted of the following:

  September 30, 2020  December 31, 2019 
       
Note payable to former service provider for past due account payable (current) $90,000  $90,000 
Note payable for settlement of debt (long term)  500,000   500,000 
Small Business Administration loan  156,000   - 
Total $746,000  $590,000 

There was $193,192 and paid $15,000$157,535 of accrued interest due on the unrelated party short-term advances.these note as of September 30, 2020, and December 31, 2019, respectively.

 

NOTE 7 – 9—CONVERTIBLE DEBENTURES

 

Convertible Debenturedebentures consisted of the following as of September 30, 2014, and December 31, 2013:following:

 

  September 30, 2014  December 31, 2013 
       
Convertible debenture, 5% stated interest rate, secured by all of the Company’s assets, due on December 31, 2014. $2,390,528  $2,390,528 
   2,390,528   2,390,528 
Less current maturities  (2,390,528)  (2,390,528)
Long-term portion of convertible debentures $-  $- 
  September 30, 2020  December 31, 2019 
       
Convertible debenture, 5% stated interest rate, secured by all of our assets, due on May 30, 2021 $200,000  $200,000 
Convertible debenture, 5% stated interest rate, secured by all of our assets, due on November 30, 2020  25,000   25,000 
Convertible debenture, 5% stated interest rate, secured by all of our assets, due on February 8, 2021  25,000   25,000 
Convertible debenture, 5% stated interest rate, secured by all of our assets, due on December 23, 2020  25,000   10,000 
Convertible debenture, 5% stated interest rate, secured by all of our assets, due on April 30, 2027  2,390,528   2,390,528 
Subtotal $2,665,528  $2,650,528 
Less: discounts  (640,885)  (722,886)
Total $2,024,643  $1,927,642 
Less: current portion  (264,284)  (248,874)
Long term portion $1,760,359  $1,678,768 

 

The convertible debentures and accrued interest are convertible into shares of the Company’sour common stock at the lower of $100 or the lowest bid price for the 20 trading days prior to conversion ($0.0002 as of December 31, 2013). As of December 31, 2010, the Company was in default on the all three convertible debentures. On January 24, 2011, the Company entered into an Amended and Restated Forbearance Agreement that requires the Company to make payments according to the agreement (see Note 5). The Company subsequently defaulted under the terms of the agreement and the debenture holders are seeking their rights as secured creditors. See Note 12 regarding the actions taken by the holder of the convertible debentures in connection with the Company’s noncompliance with the Amended and Restated Forbearance Agreement.

As of September 30, 2014 and December 31, 2013, the fair value of the conversion feature for the convertible debt and associated warrants was determined to be $464,961 and $158,396, respectively, which has been recorded as a derivative liability on the balance sheet.conversion.

 

As of September 30, 20142020, and December 2013, the fair value of the conversion feature for31, 2019, we had accrued interest on the convertible debtdebentures totaling $1,499,317 and associated warrants$1,399,295, respectively, of which $38,494 and $28,199 was determined to be $464,961current and $158,396, respectively which has been recorded as a derivative liability on$1,460,824 and $1,371,098 was long term, respectively. As of September 30, 2020, and December 31, 2019, the balance sheet.debentures, including accrued but unpaid interest, were convertible into 160,186,365 and 568,989,796 shares of our common stock.

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NOTE 10—DERIVATIVE LIABILITIES

 

NOTE 8 – FINANCIAL INSTRUMENTS

The Company has financial instruments that are considered derivativesAs discussed in Note 9 - Convertible Debentures, we have entered into five separate agreements to borrow a total of $2,665,528 with the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser of $100 (notes one through four) or contain embedded features subject to derivative accounting.$0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’sour balance sheet. The Company measuresWe measure these instruments at their estimated fair value and recognizesrecognize changes in their estimated fair value in results of operations during the period of change. The Company hasWe have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a multinomial lattice modelMonte Carlo simulation as of September 30, 2014, and December 31, 2013. 2020, using the following assumptions:

Volatility  95.2% - 135.2%
Risk-free rates  0.06% - 0.44%
Stock price $0.0345 
Remaining life  0.25- 6.58 years 

The fair values of the derivative instruments are measured each quarter, which resulted in a gain (loss) of ($306,566)$39,700 and $475,560loss of $318,564 during the three and nine months ended September 30, 2014 and 2013, respectively.2020. As of September 30, 2014,2020, and December 31, 2013,2019, the fair market value of the derivatives aggregated $464,962$1,218,396 and $158,396,$894,079, respectively.

NOTE 11—STOCKHOLDERS’ DEFICIT

We are authorized to issue up to 100,000,000 shares of $0.001 par value common stock. No shares were issued during the periods presented. We had a total of 4,500,417 common shares issued and outstanding as of September 30, 2020, and December 31, 2019. During the year ended December 31, 2019, we effected a 1:1000 reverse stock split of our outstanding stock. The impacts of the reverse stock split have been retroactively stated which resulted in a reclassification between common stock and additional paid in capital of $4,494,392 at September 30, 2019.

NOTE 12—STOCK OPTIONS AND WARRANTS

Stock Incentive Plans

During the nine months ended September 30, 2020 and 2019, we granted to employees 8,000 and 6,000 options, respectively, to purchase shares of common stock.

The 8,000 options granted during the nine months ended September 30, 2020, were valued using the following assumptions: estimated 1.5-0.25-yearfive-year term, estimated volatility of 419.37-32.87%91%, and a discountrisk-free rate of 0.02-0.36%1.61%.

During the nine months ended September 30, 2019, we granted 6,000 stock options relating to the employment agreement with Mr. Hawatmeh. The fair market value of the options was $600, using the following assumptions: estimated seven-year term, estimated volatility of 567%, and a risk-free rate of 2.38%.

 

NOTE 9As of September 30, 2020, and December 31, 2019, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end that would be recognized in subsequent periods. See Note 6FAIR VALUE MEASUREMENTSOther Accrued Liabilities for a description of amounts of option expenses included in accrued payroll and compensation expense.

 

For assetDuring the nine months ended September 30, 2020, we issued a total of 8,000 options to purchase common stock, and liabilities measured at fair value, the Company uses the following hierarchya total of inputs:8,000 options expired unexercised. As of September 30, 2020, there were 40,000 options issued and vested with a weighted average exercise price of $0.01 and a weighted average remaining life of 2.66 years.

 

Level one — Quoted market prices in active markets for identical assets or liabilities;
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Liabilities measured at fair value on a recurring basis at September 30, 2014, are summarized as follows:

   Level 1  Level 2  Level 3  Total 
Fair value of derivatives  $-  $464,962  $-  $464,962 

Liabilities measured at fair value on a recurring basis at December 31, 2013, are summarized as follows:

   Level 1  Level 2  Level 3  Total 
Fair value of derivatives  $-  $158,396  $-  $158,396 

NOTE 10 – STOCKHOLDERS’ DEFICIT13—DISCONTINUED OPERATIONS

 

At October 21, 2016, we exited the beverage licensing and distribution business. The Company’s stockholders’ deficit increased by $681,391assets and liabilities associated with this business are displayed as assets and liabilities from discontinued operations as of September 30, 2020, and December 31, 2019, as a result ofresult. Additionally, the net loss attributable to CirTran Corporationrevenues and costs associated with this business are displayed as losses from discontinued operations for the nine months ended September 30, 2014. The Company’s noncontrolling interest2020 and 2019.

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Total assets and liabilities included in consolidated subsidiaries increased stockholders’ deficit by $386,035discontinued operations were as follows:

  September 30, 2020  December 31, 2019 
       
Assets from Discontinued Operations:        
Cash $-   - 
Total assets from discontinued operations $-  $- 
         
Liabilities from Discontinued Operations:        
Accounts payable $19,690,380  $19,690,378 
Accrued liabilities  704,917   704,917 
Accrued interest  1,137,544   1,022,342 
Accrued payroll and compensation expense  131,108   131,108 
Current maturities of long-term debt  239,085   444,085 
Related-party payable  1,776,250   1,776,250 
Short-term advances payable  2,784,773   2,579,773 
Total liabilities from discontinued operations $26,464,057  $26,348,853 

Net loss from discontinued operations for the nine months ended September 30, 2014, due to the operating losses2020 and 2019, were comprised of the noncontrolled subsidiary.following components:

  Nine months ended September 30, 
  2020  2019 
       
Net sales $-  $- 
Cost of sales  -   - 
Gross profit  -   - 
         
Operating expenses        
Selling, general and administrative expenses  -   - 
Total operating expenses  -   - 
         
Other income (expense)        
Other income  -   9,782 
Interest expense  (115,204)  (114,784)
Total other expense  (115,204)  (105,002)
         
Net income (loss) from discontinued operations $(115,204) $(105,002)

 

Loss Per ShareNOTE 14—SUBSEQUENT EVENTS - Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. The Company had 3,210,783,000 and 3,186,357,000 in potentially issuable common shares at September 30, 2014, and December 31, 2013, respectively. These potentially issuable common shares were excluded from the calculation of diluted loss per share because the effects were antidilutive.

 

NOTE 11 – CAPITAL STOCK

During the nine months ending September 30, 2014, the Company issued 40,900,000 shares of common stock for conversion of liabilitiesWe have evaluated all events occurring subsequent to multiple nonrelated parties for convertible notes and liabilities of $16,360. This resulted in a gain of $24,540.

NOTE 12 – STOCK OPTIONS AND WARRANTS

Stock Incentive Plans - As of September 30, 2014, a total of 201,000,000 shares of common stock had been issued from the 2012 Stock Incentive Plan, out of which a maximum of 403,000,000 can be issued. The Company’s Board of Directors administers the plan and has discretion in determining the employees, directors, independent contractors, and advisors who receive awards, the type of awards (stock, incentive stock options, nonqualified stock options, or share purchase rights) granted, and the term, vesting, and exercise prices.

Employee Options - During the nine months ended September 30, 2014 and 2013, the Company did not grant any options to purchase shares of common stock to employees.

During 2013, the Company accrued for 18,800,000 employee options relating to the employment contract of the Company’s president, directors, and officers. The fair market value of the options accrued aggregated $28,423, using the following assumptions: seven-year term, volatility of 212.05%, and a discount rate of 1.31%.

During 2014, the Company accrued for 18,800,000 employee options relating to the employment contract of the Company’s president, directors, and officers. The fair market value of the options accrued aggregated $5,634, using the following assumptions: seven-year term, volatility of 246.35%, and a discount rate of 2.42%.

As of September 30, 2014, and December 31, 2013, the Company had a total of 125,600,000 and 106,800,000, respectively, in options not issued but accrued.

Warrants -In connection with the YA Global convertible debenture issued in August 2006, the Company issued three-year warrants to purchase 15,000,000 shares of the Company’s common stock. The initial expiration date of the warrants was August 23, 2009. As part of the Forbearance Agreement (see Note 5), the life of the warrants was extended one year to August 23, 2010. The warrants had an exercise price of $0.06 per share and vested immediately. On January, 24, 2011, as part of the Forbearance Agreement, a warrant to purchase 25,000,000 shares of common stock was issued to YA Global. The warrant had an exercise price of $0.02 per share and vested immediately and expires December 2015.

NOTE 13 – SEGMENT INFORMATION

Segment information has been prepared in accordance with Financial Accounting Standards Board Accounting Standards Codification 280-10, Disclosure about Segments of an Enterprise and Related Information. The Company has four reportable segments: electronics assembly, contract manufacturing, marketing and media, and beverage distribution. The electronics assembly segment manufactures and assembles circuit boards and electronic component cables. The contract manufacturing segment manufactures, either directly or through foreign subcontractors, various products under manufacturing and distribution agreements. The marketing and media segment provides marketing services to online retailers, along with beverage development and promotional services to PlayBev. The beverage distribution segment manufactures, markets, and distributes Playboy-licensed energy drinks domestically and internationally.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies. The Company evaluates performance of each segment based on earnings or loss from operations. Selected segment information is as follows:

  Electronics  Contract  Marketing  Beverage    
  Assembly  Manufacturing  and Media  Distribution  Total 
Three Months Ended September 30, 2014                    
Sales to external customers $-  $-  $-  $200,871  $200,871 
Segment income (loss )  191,769   -   -   (369,614)  (177,845)
Segment as assets  38,159   (51,661)  -   665,000   651,498 
Depreciation and amortization  3,059   393   -   -   3,452 
                     
Three Months Ended September 30, 2013 Sales to external customers $-  $501  $-  $657,860  $658,361 
Segment income (loss )  95,113   (10,371)  -   (277,268)  (192,526)
Segment assets  395,365   41,346   -   544,915   981,626 
Depreciation and amortization  4,123   6,997   -   -   11,120 
                     
Nine Months Ended September 30, 2014                    
Sales to external customers $-  $148,960  $-  $951,524  $1,100,484 
Segment income (loss )  (82,219)  6,569       (1,083,136)  (1,158,786)
Segment assets  38,159   (51,661)  -   665,000   651,498 
Depreciation and amortization  10,574   7,243   -   -   17,817 
                     
Nine Months Ended September 30, 2013                    
Sales to external customers $-  $57,713  $-  $2,565,491  $2,623,204 
Segment income (loss )  393,426   3,551   (25)  673,388   1,070,340 
Segment assets  395,365   41,346   -   544,915   981,626 
Depreciation and amortization  12,723   25,395   -   -   38,118 

NOTE 14 – GEOGRAPHIC INFORMATION

The Company currently maintains $7,842 of capitalized tooling costs in China. All other revenue-producing assets are located in the United States of America. Revenues are attributed to the geographic areas based on the location of the customers purchasing the products.

NOTE 15 – RECLASSIFICATIONS

Certain amounts have been reclassified in the 2013 financial statements to conform to the 2014 presentation, short-term advances payable – non-related parties of $45,000 was reclassified to accrued liabilities.

NOTE 16 – SUBSEQUENT EVENTS

These financial statements considered subsequent events through November 19, 2014, the date the financial statements were availableand determined there are no additional items to disclose.

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. This situation is ongoing, and we are monitoring it closely. Although our response to the COVID-19 pandemic continues to evolve, we have taken measures to mitigate the impact on our business operations and overall financial performance. We are also constantly evaluating and responding to the impact of the pandemic on our supply chain as compared to product demand. In addition, we actively monitor COVID-19-related developments and may take further actions that alter our business operations as may be issued.required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ThisThe following discussion should be read in conjunction with Management’s Discussionour condensed consolidated financial statements and Analysisnotes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of Financial Condition and Results of Operations includedvarious factors discussed elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2013.this report.

 

Overview

 

We manufacture, market,Based on our diversified expertise in manufacturing, marketing, distribution, and distribute internationally an energy drink undertechnology services in a license, now in dispute, with Playboy Enterprises, Inc., or Playboy, and in the U.S. we provide a mixwide variety of high- and medium-volume turnkey manufacturing services and products using various high-tech applications for leading electronics OEMs (original equipment manufacturers) in the communications, networking, peripherals, gaming, law enforcement, consumer products, telecommunications, automotive,including tobacco products, medical devices, and semiconductor industries. Our services include pre-manufacturing, manufacturing,beverages, around the world, we have an innovative and post-manufacturing services. Our goal isconsumer-focused approach to offer customers the significant competitive advantages that can be obtained from manufacture outsourcing.brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more than 50 key, international markets.

 

We are engageddevoted most of 2019 to exploring new product opportunities in a number of products. In late 2019, through our new, wholly owned subsidiary, LBC Products, Inc., we entered into a new, five-year Exclusive Manufacturing and Distribution Agreement with GloBrands, LLC, to manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the following business segments.

Beverage Distribution(100%HUSTLER® brand name. These efforts continue. In early 2020, we completed phase one of our development of all HUSTLER®-branded products, which enabled us to generate revenue of $405,005 and 98% of total revenue$935,319 during the three and nine months ended September 30, 20142020, respectively. We expect to receive additional payments in 2020.

All share and 2013, respectively):per-share amounts have been adjusted to give retroactive effect to a 1000-to-one reverse split of our common stock effective September 2019.

 

CirTran Beverage manufactures, markets,Results of Operations for the Three and distributes Playboy-branded energy drinks in accordance with an agreement we entered into with Play Beverages, LLC, or PlayBev, a consolidated variable interest entity, which holdsNine Months Ended September 30, 2020, Compared to the Playboy license.Three and Nine Months Ended September 30, 2019

 

Contract ManufacturingRevenue and Cost of Revenue(0%

During the three and 2%nine months ended September 30, 2020, we generated revenue of total$405,005 and $935,319 and cost of revenue of $228,380 and $425,699, respectively. All revenue generated during the periods ended September 30, 2020, was the result of activities related to our agreement to develop and distribute certain HUSTLER® branded product. We did not generate revenue or cost of revenue during the three or nine months ended September 30, 2019.

Operating Expenses

During the three months ended September 30, 2020 and 2019, selling, general, and administrative expenses were $255,684 and $83,922, respectively, representing an increase of $171,762, or 205%, in the current period. During the nine months ended September 30, 2020 and 2019, selling, general, and administrative expenses were $417,228 and $265,047, respectively, representing an increase of $152,181, or 57%, in the current period. The increase in selling, general, and administrative expenses during the periods ended September 30, 2020, is the result of our increased business activities associated with supporting our revenue growth during 2020.

Other Income and Expense

Other income and expenses during the three months ended September 30, 2020, consisted of $154,318 in interest expense and gains on the fair value measurement of derivative liabilities of $39,700. Other expenses during the three months ended September 30, 2019, included $187,546 for interest expense, a loss of the fair value of derivative liabilities of $7,431, and other income of $204.

Other income and expenses during the nine months ended September 30, 20142020, consisted of $466,953 in interest expense, losses on the fair value measurement of derivative liabilities of $318,564, losses on the disposal of equipment of $9,771, and 2013, respectively):

CirTran Products pursues contract-manufacturing relationships in the U.S. consumer products markets, including licensed merchandise sold in the sports and entertainment markets.

CirTran Asia manufactures and distributes electronics, consumer products, and general merchandise to companies selling in international markets.

Prior to 2012, we also conducted activities in the marketing and media and electronics assembly operating segments, which may be reactivated.

Forward-Looking Statements

The statements contained in this report that are not purely historical are considered to be “forward-looking statements.” These statements represent our expectations, hopes, beliefs, anticipations, commitments, intentions, and strategies regarding the future. They may be identified by the useother income of words or phrases such as “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” and “potential,” among others. Forward-looking statements include, but are not limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial performance, revenue, and expense levels in the future and the sufficiency of our existing assets to fund future operations and capital spending needs. Readers are cautioned that actual results could differ materially from the anticipated results or other expectations that are expressed in these forward-looking statements. The forward-looking statements contained in this report are made as of the date of this report, and we assume no obligation to update them or to update the reasons why our actual results could differ from those that we have projected in such forward-looking statements. We expressly disclaim any obligation or intention to update any forward-looking statement.

Results of Operations

Comparison of the Three Months and Nine months Ended September 30, 2014 and 2013

Sales and Cost of Sales

Gross profit decreased to $193,906 for the three months ended September 30, 2014, as compared to $534,126 for the three months ended September 30, 2013. Gross profit decreased to $1,013,104 for the nine months ended September 30, 2014, as compared to $2,031,007 for the nine months ended September 30, 2013. The decrease is primarily attributable to the disruption we experienced in 2013 and into 2014 with the unexpected bankruptcy proceedings initiated against PlayBev, the continuing uncertainty created by Playboy in relation to the interference with our beverage distributors, and our defenses against numerous lawsuits. Net sales in the contract manufacturing segment decreased $501 in the three months ended September 30, 2014, as compared to the same period in 2013. Beverage distribution revenue decreased to $200,871 for the three months ended September 30, 2014, as compared to $657,860 for the quarter ended September 30, 2013. Net sales in the contract manufacturing segment increased $91,247 in the nine months ended September 30, 2014, as compared to the same period in 2013. Beverage distribution revenue decreased to $951,524 for the nine months ended September 30, 2014, as compared to $2,565,491 for the quarter ended September 30, 2013. The decrease was driven by reductions in product sales and royalty revenues, as well as less recognition of deferred revenue. During each of the three months and nine months ended September 30, 2014, and 2013, we recognized no revenue from prepayments under contracts that were in default and/or were terminated due to nonperformance.

Cost of sales, including royalty expense, as a percentage of sales, decreased to 3% from 19% for the three months ended September 30, 2014, as compared to the three months ended September 30, 2013, respectively, and decreased to 19% from 21% for the nine months ended September 30, 2014, as compared to the nine months ended September 30, 2013, respectively. Consequently, the gross profit margin increased to 92% from 77%, for the nine months ended September 30, 2014 and 2013, respectively. The increase in gross profit margin is attributable to an increase in revenues from royalty agreements that have an overall lower cost and the settlement of royalty expense contracts during 2013.

The following charts present comparisons of sales, cost of sales, and gross profits generated by our two operating segments, beverage distribution and contract manufacturing,$42,000. Other expenses during the nine months ended September 30, 2014 and 2013:

Nine months Ended September 30:

Segment Year  Sales  Cost of Sales  Royalty
Expense
  Gross Loss / Margin 
Beverage Distribution  2014  $951,524  $87,380  $-  $864,144 
   2013   2,565,491   553,303   37,494   1,974,694 
Contract Manufacturing  2014   148,960   -   -   148,960 
   2013   57,713   1,400   -   56,313 

Three months Ended September 30:

Segment Year  Sales  Cost of Sales  Royalty 
Expense
  Gross Loss / Margin 
Beverage Distribution  2014  $200,871  $6,965  $-  $193,906 
   2013   657,860   124,185   -   533,675 
Contract Manufacturing  2014   -   -   -   - 
   2013   501   50   -   451 

Selling, General, and Administrative Expenses

During the nine months ended September 30, 2014, selling, general, and administrative expenses decreased by $1,132,199 to $1,401,202 from $2,533,4012019, included $437,909 for the same period during 2013. The decrease in selling, general, and administrative expenses was driven primarily by reduced consulting and accounting fees of $230,966, legal fees of $414,537, sales commission expense of $153,877, and travel expense of $102,720, and an adjustment to inventory costs of $217,914.

Noncash Compensation Expense

Compensation expense in connection with accounting for options owed or granted to employees to purchase common stock was $0 for the three months ended September 30, 2014, as compared to $11,000 for the three months ended September 30, 2013, and $5,633 for the nine months ended September 30, 2014, as compared to $41,872 for the nine months ended September 30, 2013, as a result of the employee stock options accrued for pursuant to the respective employment agreements.

Other Income and Expense

Interest expense for the three months ended September 30, 2014 was $146,617, as compared to $198,962 for the three months ended September 30, 2013, a decrease of 26.3%. Interest expense for the nine months ended September 30, 2014, was $441,076, as compared to $564,572 for the nine months ended September 30, 2013. The decrease in the combined interest expense, was driven by the reduction in interest-bearing liabilities during the nine months ended September 30, 2014, and a decrease in the interest rate on the convertible debentures.

We recorded a gain of $169,379 on our derivative valuation for the three months ending September 30, 2014, as compared to a gain of $104,494 recorded for the three months ended September 30, 2013. We recorded a loss of $306,566 on our derivative valuation for the nine months ended September 30, 2014, as compared to a gain of $475,560 recorded for the nine months ended September 30, 2013. The swing in the derivative valuation is primarily the result of the change in estimating the fair value of convertible debenturesderivative liabilities of $7,431 and associated warrants from using the Black-Scholes model to a multinomial lattice model, together with the varying market valuesother income of our common stock.

We recorded a gain of $57,587 on our settlement of debt for the nine months ended September 30, 2014.$934.

 

We recorded no gain or loss on our settlement of debt for the three months ended September 30, 2014. This was a result of settling accounts payable and accrued liabilities with various vendors.

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As a result of these factors, our overall net loss decreased to $102,845 for the three months ended September 30, 2014, as compared to net loss of $192,526 for the three months ended September 30, 2013. The net income attributable to the Company was $9,554 for the three months ended September 30, 2014, and a net loss of $112,399 was attributable to a non-controlling equity interest in PlayBev. Net loss increased to $1,083,786 for the nine months ended September 30, 2014, as compared to net income of $1,070,340 for the nine months ended September 30, 2013. The net loss attributable to the Company was $697,751 for the nine months ended September 30, 2014, and net loss of $386,035 was attributable to a non-controlling equity interest in PlayBev.

 

Liquidity and Capital Resources

 

We have had a history of losses from operations, as our expenses have been greater than our revenues.revenue. Our accumulated deficit was $48,371,759$79.2 million and $78.5 million at September 30, 2014,2020 and $47,674,008 at December 31, 2013. Our2019, respectively. As of September 30, 2020, and December 31, 2019, we had current assets of $644,420 and $20,024, respectively, and current liabilities exceeded our current assets by $23,988,375of $39.1 million and $38.0 million, respectively, creating working capital deficits as of September 30, 2014,2020, and by $22,934,058 as of December 31, 2013.2019, of approximately $38.4 million and $38.0 million, respectively.

 

CashOperating Activities

 

The amountWe have only nominal cash or short-term assets, while our current liabilities aggregate $39.1 million as of September 30, 2020. During the nine months ended September 30, 2020, operations generated $135,415 of net cash, comprised of a net loss from continuing operations of $660,896, noncash items totaling $418,085 consisting of losses recognized from the changes in fair values of derivative liabilities and expense paid by related parties on our behalf, and changes in working capital totaling $378,226. During the nine months ended September 30, 2019, operations used $115,140 of net cash, comprised of a net loss from continuing operations of $709,453, noncash items totaling $70,816 consisting of expenses paid by related parties on our behalf, and changes in working capital totaling $523,497.

Financing Activities

During the nine months ended September 30, 2020, financing activities used $126,061 of cash, provided by operating activitiescompared to generating $116,607 of cash during the nine months ended September 30, 2014, decreased by $187,249, driven primarily by deferred expenses and expenses paid by third-parties on our behalf. The amount of cash2019. Cash used in financing activities during the nine months ended September 30, 2014, increased2020, consisted of advances from convertible debentures totaling $15,000, repayments of bank overdrafts of $1,611, repayments on related-party payables of $270,150, advances from related parties of $10,700, advances from loans payable of $156,000, and repayments on loans payable $36,000. Cash provided by $161,810, driven primarily from conversion of debt to equity and checks written in excess of our bank balance.

Accounts Receivable

Trade accounts receivable, net of allowance for doubtful accounts, increased $30,984financing activities during the nine months ended September 30, 2014. We continue to monitor individual customer accounts2019, consisted of advances from convertible notes payable of $50,000, advances from related-party loans totaling $74,477, repayments of related-party loans of $18,270, proceeds from loans payable of $15,400 and are working to improve collections on trade accounts receivable. We eliminate the receivables associated with PlayBev as partrepayments of consolidation in accordance with GAAP treatment as a variable interest entity.loans payable of $5,000.

 

Accounts PayableOur Capital Resources and Accrued LiabilitiesAnticipated Requirements

 

DuringOur monthly operating costs total approximately $25,000 per month, excluding approximately $50,000 of accruing interest expense and capital expenditures. We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and operational streamlining. We are generating sales revenue under our GloBrands agreement and expect to receive additional payments during the nine months ended September 30, 2014, accounts payable, accrued liabilities, advances payable, interest payable, and short-term debt increased by $798,542 to a combined balance of $15,503,138 as of September 30, 2014. The increase includes a decrease of $355,492 in accrued liabilities, a $389,850 increase in interest payable, an increase of $509,919 in accrued payrollthe year. Currently, we do not have enough cash on hand to sustain our business operations, and compensation, and a $128,952 decrease in accounts payable. The decrease in accounts payable activity is a result of payments made by outside investors for continued PlayBev-related services performed during the nine months ended September 30, 2014, for beverage development, distribution, marketing, and legal services. At September 30, 2014, we owed $2,165,321expect to various investors from whom we had borrowed fundsaccess external capital resources in the form of either unsecured or short-term advances.

Capital Requirementsnear future.

 

In conjunction with our efforts to improve our results of operations,commercialize new products, we are also actively seeking infusions of capital from investors and are seeking sources to repay our existing convertible debentures.investors. In our current financial condition, and with ongoing activities substantially dependent on the outcome of the Playboy litigation, it is unlikely that we will be able to obtain additional debt financing. Even if we did acquire additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

Accordingly, we are looking to obtain equity financing to meet our anticipated capital needs. We cannot assure that we will be successful in obtaining such capital. If we were to issue additional shares for debt and/or equity, this willwould dilute the value of our common stock and existing shareholders’stockholders’ positions.

We cannot assure thatalso have no authorized but unissued capital available, and we will be successfulare dependent on the Amendment becoming effective in obtaining more debt and/or equity financing in the future or that our results of operations will materially improve in either the short- or the long-term. If we failorder to obtain such financing and improve our results of operations, we will be unable to meet our obligations as they become due. These conditions raise substantial doubt about our ability to continue as a going concern.any new equity financing.

 

Convertible Debentures

 

We currently have an amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity, with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had ana total outstanding Convertible Debenture with an aggregate outstandingprincipal balance of $2,390,528$2.4 million, with accrued interest of $1.5 million as of September 30, 2014, including2020. We also have four additional convertible debentures with Tekfine with a maturity dates February 8, 2021 and May 30, 2021, totaling $275,000, unless earlier converted. The convertible debentures and accrued interest of $748,291. We have enteredare convertible into forbearance agreements following our previous defaults in payments in order to obtain extended payment terms. Under our most recent agreement reached with the lender in the second quartershares of 2013, we were required to make monthly payments, to be applied first to accrued interest and then to principal, in the amount of $100,000 per month, commencing in April 2013. The amount of our required monthly cash payments is reduced in an amount equal to the amount credited to the lender against the obligation as a result of the lender’s exercise of the right to convert the outstanding balance due under the debentures into common stock. Any amount credited against the debenture obligation in excess of $100,000 per month is credited against the amounts due in the next succeeding month.

During the nine months ended September 30, 2014, we did not issue any common stock against the required monthly payments because we had insufficient authorized but unissued common stock. Based on the prevailing market price for our common stock which has ranged from a highat the lower of $100 or $0.10 (depending on the instrument) or the lowest bid of $0.0006price for the 20 trading days prior to a low bid of $0.0002 during the past six months, the terms of the Consolidated Debenture would require a conversion price of $0.001 per share, which is lower than the per-share par value, so we would be obligated to issue shares at $0.001 par value. As of September 30, 2014, we had only 81,016 authorized but unissued shares. The Consolidated Debenture provides that the holder cannot convert indebtedness to common stock if, as a result of such conversion, the holder would own more than 9.99% of the Company’s outstanding common stock. We are seeking shareholder authorization of a recapitalization of the Company to provide additional shares to issue on conversion of the Convertible Debenture but cannot assure whether the stockholders will approve such amendment.conversion.

 

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In the absence of an amendment to our articles to provide sufficient shares to issue on conversion of the Convertible Debenture, we would be required to pay the debenture in cash. The amount of cash required to meet our payment obligations under the Convertible Debenture will depend on the lender’s decision to convert amounts to common stock, which will in turn depend on the trading market prices and volumes for our common stock, over which we have no control.

Critical Accounting EstimatesGoing Concern

 

Revenue RecognitionThese interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we not be unable to continue as a going concern.

 

Revenue is recognized when products are shipped. Title passes to the customer or independent sales representative at the time of shipment. Returns for defective items are repaired and sent back to the customer. Historically, expenses associated with returns have not been significant and have been recognized as incurred.

Shipping and handling fees are included as part of net sales. The related freight costs and supplies directly associated with shipping products to customers are included as a component of cost of goods sold.

We sold our Salt Lake City, Utah, building in a sale/leaseback transaction and reported the gain on the sale as deferred revenue to be recognized over the term of lease pursuant to Financial Accounting Standards Board Accounting Standards Codification 840-10, Accounting for Leases. The lease agreement was terminated during 2011 and the remainder of the deferred revenue was recognized upon this termination event.Off-Balance Sheet Arrangements

 

We have entered into a Manufacturing, Marketing and Distribution Agreement with PlayBev, a consolidated variable interest entity, whereby we are the vendor of record in providing initial development, promotional, marketing, and distribution services. Accordingly, all amounts billed to PlayBev in connection with the development and marketing of its new energy drink have been eliminated in consolidation.no off-balance sheet arrangements.

 

Financial Instruments with Derivative FeaturesCritical Accounting Policies

 

We do not hold or issue derivative instruments for trading purposes. However, we have financial instruments that are considered derivatives or contain embedded features subjectidentified the policies outlined below as critical to derivative accounting. Embedded derivatives are valued separately from the host instrumentour business operations and are recognized as derivative liabilities inan understanding of our balance sheet. We measure these instruments at their estimated fair value and recognize changes in their estimated fair value in results of operations during the periodoperations. Refer to Note 2 – Summary of change. We have estimated the fair value of these embedded derivatives using the Black-Scholes model. The fair values of the derivative instruments are measured each quarter.Significant Accounting Policies for discussion.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

WeAs of September 30, 2020, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer / Chief Financial Officer,chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2014.procedures. Based on ourupon that evaluation, our Chief Executive Officer / Chief Financial Officer hasmanagement concluded that our disclosure controls and procedures were not effective at September 30, 2014, due to the fact that the material weaknesses in our internal control over financial reporting described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, had not been remediated as of September 30, 2014.2020, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

These weaknesses

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are continuing. Managementresource constraints and the Boardbenefits of Directors are awarecontrols must be considered relative to their costs. Because of these weaknessesthe inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that resultall control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of limited resourcessimple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and staff. Efforts tothere can be no assurance that any design and implement controls and processes have been put on hold due to limited resources, but we anticipate a renewed focus on this effortwill succeed in the near future. Due to our limited financial and managerial resources, we cannot assure when we will be able to implement effective internal controls over financial reporting.achieving its stated goals under all potential future conditions.

 

Changes in Internal Control over Financial Reporting

 

There washas been no change in our internal control over financial reporting that occurred induring the third quarter of 2014ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – II—OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as a part of this report:

 

Exhibit

Number*

 Title of Document Location
     
Item 31 Rule 13a-14(a)/15d-14(a) Certifications  
31.01 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 This filing.
     
Item 32 Section 1350 Certifications  
32.01 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer) This filing.
Item 101Interactive Data File
101Interactive Data FileThis filing.

 


*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

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SIGNATURE PAGE

 

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

 

 CIRTRAN CORPORATION
  (Registrant)
Date:Dated: November 19, 201423, 2020By:/s/ Iehab Hawatmeh
  Iehab Hawatmeh, President
  ChiefPrincipal Executive and Financial Officer (Principal Executive Officer, Principal Financial Officer)

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