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


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

                                   FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 2010

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ___________ to ____________

                        Commission file number 000-49654
                                               ---------

                              CIRTRAN CORPORATION
             (Exact name of registrant as specified in its charter)

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

  4125 South 6000 West, West Valley City, Utah             84128
  --------------------------------------------          ----------
    (Address of principal executive offices)            (Zip Code)

                                 (801) 963-5112
                                 --------------
              (Registrant's telephone number, including area code)

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 [ ]

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 during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] 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. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

(Check one):
         Large accelerated filer [  ]              Accelerated filer [  ]
         Non-accelerated filer [  ]                Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares of the registrant's common stock outstanding at August 23,
2010 was 1,498,972,923 shares.




                                       1
<PAGE>

                              CIRTRAN CORPORATION

                                   FORM 10-Q

                  For the Quarterly Period Ended June 30, 2010

                                     INDEX

                                                                          Page
                                                                          ----

                         PART I - FINANCIAL INFORMATION

Item 1  Financial Statements (unaudited)
          Condensed Consolidated Balance Sheets.......................      3
          Condensed Consolidated Statements of Operations.............      4
          Condensed Consolidated Statements of Cash Flows.............      5
         Notes to Condensed Consolidated Financial Statements.........      7

Item 2  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.........................     21

Item 3  Quantitative and Qualitative Disclosures About Market Risk....     30

Item 4  Controls and Procedures.......................................     30


                          PART II - OTHER INFORMATION

Item 1  Legal Proceedings.............................................     30

Item 2  Unregistered Sales of Equity Securities and Use of Proceeds...     32

Item 3  Defaults Upon Senior Securities...............................     32

Item 4  (Removed and Reserved)........................................     33

Item 5  Other Information.............................................     33

Item 6  Exhibits......................................................     33

Signatures............................................................     38



                                       2
<PAGE>
                      CIRTRAN CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



                                                   June 30,        December 31,
                                                     2010              2009
--------------------------------------------------------------------------------

ASSETS
Current assets
  Cash and cash equivalents                     $       16,995   $        8,588
  Trade accounts receivable, net of
    allowance for doubtful accounts
    of $267,928 and $290,806, respectively           1,647,642          472,947
  Receivable due from related party                    453,680          670,266
  Inventory, net of reserve of $2,001,052
    and $2,045,458, respectively                       590,563          873,650
  Prepaid deposits                                      70,904           82,011
  Other                                                618,100          720,712
--------------------------------------------------------------------------------
     Total current assets                            3,397,884        2,828,174

Investment in securities, at cost                      300,000          300,000
Investment in related party, at cost                   750,000          750,000
Long-term receivable due from related party          8,661,292        6,285,551
Long-term receivable                                 1,647,895        1,647,895
Property and equipment, net                            439,213          544,705
Intellectual property, net                           1,048,131        1,270,358
Other assets, net                                       14,538           14,538
--------------------------------------------------------------------------------
     Total assets                               $   16,258,953   $   13,641,221
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Checks written in excess of bank balance      $      245,199   $      217,361
  Accounts payable                                   4,776,905        3,047,592
  Short term advances payable                        3,320,921        2,962,339
  Accrued liabilities                                4,551,619        3,889,412
  Deferred revenue                                   3,140,574        2,275,967
  Derivative liability                                 155,339          523,349
  Convertible debenture                              3,161,355        3,161,355
  Current portion of refundable customer
    deposits                                           822,579          828,933
  Current maturities of long-term debt                 703,839          578,226
  Note payable to stockholders                         185,063          208,014
--------------------------------------------------------------------------------
     Total current liabilities                      21,063,393       17,692,548
--------------------------------------------------------------------------------

Refundable customer deposits, net of
  current portion                                    1,760,000        1,719,000
Long-term debt, less current maturities                122,283          196,614
--------------------------------------------------------------------------------
     Total liabilities                              22,945,676       19,608,162

Stockholders' deficit
  CirTran Corporation stockholders' deficit:
  Common stock, par value $0.001;
    authorized 1,500,000,000 shares; issued
    and outstanding shares: 1,498,972,923            1,498,968        1,498,968
  Additional paid-in capital                        29,125,683       29,117,928
  Subscription receivable                              (17,000)         (17,000)
  Accumulated deficit                              (39,867,605)     (39,140,068)
--------------------------------------------------------------------------------
     Total CirTran Corporation
       stockholders' deficit                        (9,259,954)      (8,540,172)
--------------------------------------------------------------------------------
  Noncontrolling interest                            2,573,231        2,573,231
     Total stockholders' deficit                    (6,686,723)      (5,966,941)
--------------------------------------------------------------------------------

     Total liabilities and stockholders'
       deficit                                  $   16,258,953   $   13,641,221
--------------------------------------------------------------------------------

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


                                       3
<PAGE>
<TABLE>
<CAPTION>

                               CIRTRAN CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                     Three months ended                 Six months ended
                                         June 30,                            June 30,
                              --------------------------------   ---------------------------------
                                   2010              2009             2010              2009
--------------------------------------------------------------------------------------------------
<S>                           <C>               <C>              <C>               <C>
Net sales                     $     5,008,276   $    3,099,206   $     7,192,114   $    5,021,588
Cost of sales                      (3,571,453)      (2,826,668)       (5,100,165)      (4,230,125)
Royalty Expense                      (624,676)         (82,442)       (1,156,124)        (229,631)
--------------------------------------------------------------------------------------------------

     Gross profit                     812,147          190,096           935,825          561,832
--------------------------------------------------------------------------------------------------

Operating expenses
  Selling, general and
    administrative expenses           622,285        1,032,081         1,412,893        2,182,063
  Non-cash compensation
    expense                                 -              996            43,577            1,992
--------------------------------------------------------------------------------------------------
     Total operating expenses         622,285        1,033,077         1,456,470        2,184,055
--------------------------------------------------------------------------------------------------

     Loss from operations             189,862         (842,981)         (520,645)      (1,622,223)
--------------------------------------------------------------------------------------------------

Other income (expense)
  Interest expense                   (286,484)        (241,242)         (535,084)        (567,808)
  Interest income                     151,578          118,325           180,763          242,915
  Separtion expense - related party         -                -          (260,000)               -
  Gain on sale/leaseback               20,269           20,268            40,537           40,536
  Gain on settlement of
    litigation/debt                       686          117,714            (1,156)         117,714
  Gain on derivative valuation        120,652        1,693,764           368,009          405,157
--------------------------------------------------------------------------------------------------
     Total other expense, net           6,701        1,708,829          (206,931)         238,514
--------------------------------------------------------------------------------------------------

     Net loss                 $       196,563   $      865,848   $      (727,576)  $   (1,383,709)
--------------------------------------------------------------------------------------------------

Basic and diluted loss per
  common share                $             -   $            -   $             -   $            -
--------------------------------------------------------------------------------------------------
Basic and diluted weighted-
  average common shares
  outstanding                   1,498,972,923    1,497,884,126     1,498,972,923    1,482,049,557
--------------------------------------------------------------------------------------------------

      The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                 4
<PAGE>

                      CIRTRAN CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


For the Six Months Ended June 30,                   2010              2009
--------------------------------------------------------------------------------

Cash flows from operating activities
  Net loss                                      $     (727,576)  $   (1,383,709)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                     327,719          333,089
     Accretion expense                                 115,719          280,170
     Recovery of doubtful accounts                     (22,877)               -
     Provision for obsolete inventory                  (44,407)               -
     Gain on sale - leaseback                           40,537           40,536
     Non-cash compensation expense                      43,577            1,992
     Loan costs and interest withheld
       from loan proceeds                                    -           12,474
     Options issued for services                         6,758            1,546
     Change in valuation of derivative                (368,010)        (405,157)
     Borrowing fee                                           -          103,418
     Changes in assets and liabilities:
       Trade accounts receivable                    (1,151,817)        (244,904)
       Receivable due from related parties          (2,159,155)      (2,186,519)
       Inventory                                       327,494           30,680
       Prepaid deposits and other current
         assets                                        113,720          (81,913)
       Accounts payable                              1,780,577          232,386
       Accrued liabilities                             782,545          922,736
       Deferred revenue                                864,607          238,349
       Refundable customer deposits                     34,646          311,920
--------------------------------------------------------------------------------

            Net cash used in operating
            activities                                 (35,943)      (1,792,906)
--------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from notes payable to stockholders                -            4,611
  Payments on notes payable to stockholders            (22,951)         (13,208)
  Principal payments on long-term debt                 (64,437)               -
  Checks written in excess of bank balance              27,838           64,931
  Proceeds from short-term advances payable            103,900        1,884,272
  Payments on short-term advances                            -         (126,100)
--------------------------------------------------------------------------------

            Net cash provided by financing
            activities                                  44,350        1,814,506
--------------------------------------------------------------------------------

Net increase in cash and cash equivalents                8,407           21,600

Cash and cash equivalents at beginning
  of period                                              8,588            8,701
--------------------------------------------------------------------------------

Cash and cash equivalents at end of period      $       16,995   $       30,301
--------------------------------------------------------------------------------

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


                                       5
<PAGE>

                      CIRTRAN CORPORATION AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED




For the Six Months Ended June 30,                    2010              2009
--------------------------------------------------------------------------------

Supplemental disclosure of cash flow
  information:
Cash paid during the period for interest        $       55,262   $            -

Noncash investing and financing activities:
Stock issued in payment of notes payable
  and accrued interest                                       -          117,622
Related party liability settled through
  reduction of related party receivable                      -        1,000,000
Accounts payable settled on behalf of the
  Company for issuance of short term advances           51,220          315,000




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






                                       6
<PAGE>

                      CIRTRAN CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis  of Presentation - CirTran Corporation and its subsidiaries (collectively,
the  "Company" or "CirTran") consolidates all of its majority-owned subsidiaries
and  companies  over which the Company exercises control through majority voting
rights.  The  Company  accounts  for  its  investments  in common stock of other
companies that the Company does not control but over which the Company can exert
significant influence using the cost method.

Condensed   Financial   Statements   -   The  accompanying  unaudited  condensed
consolidated  financial  statements  include the accounts of CirTran Corporation
and   its  subsidiaries.  These  financial  statements  have  been  prepared  in
accordance  with  Article 10 of Regulation S-X promulgated by the Securities and
Exchange  Commission  ("SEC"  or "Commission"). Certain information and footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  condensed  or  omitted pursuant to such rules and regulations. These
statements  should  be  read  in conjunction with the Company's annual financial
statements  included  in  the  Company's Annual Report on Form 10-K for the year
ended  December  31,  2009.  In particular, the Company's significant accounting
policies  were  presented  as Note 1 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  consist  of  only  normal  recurring
adjustments.  The  results of operations presented in the accompanying condensed
consolidated  financial  statements  for the six months ended June 30, 2010, are
not  necessarily  indicative  of the results that may be expected for the twelve
months ending December 31, 2010.

Principles  of Consolidation - The consolidated financial statements include the
accounts  of  CirTran  Corporation,  and  its  wholly  owned subsidiaries Racore
Technology  Corporation,  CirTran  - Asia, Inc., CirTran Products Corp., CirTran
Media Corp., CirTran Online Corp., and CirTran Beverage Corp.

The  consolidated  financial  statements  also include the accounts of After Bev
Group  LLC  ("After  Bev"),  a majority controlled entity. At June 30, 2010, the
Company  had  a  four  percent  share  of  AfterBev's  profits  and  losses, but
maintained a 52 percent voting control interest. AfterBev has a 51 percent share
of  the  eventual cash distributions of Play Beverages, LLC ("PlayBev"), and the
Company's  president  and  one  of  the  directors of the Company own membership
interests  in  PlayBev  totaling  28.35  percent.  As of September 30, 2008, the
members  of  PlayBev  had  amended PlayBev's operating agreement to require a 95
percent  membership  vote on major managerial and organizational decisions. None
of  the  other  members of PlayBev are affiliated with the Company. Accordingly,
while  the  Company  president and one of its directors own membership interests
and currently hold the executive management positions in PlayBev, the Company or
its  affiliates nevertheless cannot exercise unilateral control over significant
decisions, and the Company has accounted for its investment in PlayBev under the
cost method of accounting.

Impairment  of  Long-Lived  Assets  - The Company reviews its 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, the Company evaluates whether events and circumstances have
occurred  that  indicate  possible  impairment.  The Company uses 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.

Long-lived  asset  costs  are  amortized  over  the estimated useful life of the
asset,  which  are  typically  five  to  seven  years.  Amortization expense was
$111,113  and  $111,113  for  the  three  months  ended  June 30, 2010 and 2009,
respectively,  and  was  $222,227 and $222,227 for the six months ended June 30,
2010 and 2009, respectively.

Financial  Instruments  with  Derivative Features - The Company does not hold or
issue  derivative  instruments  for  trading  purposes. However, the Company has
financial  instruments  that  are  considered  derivatives,  or contain embedded
features  subject  to  derivative  accounting.  Embedded  derivatives are valued
separate  from  the host instrument and are recognized as derivative liabilities
in  the Company's balance sheet. The Company measures these instruments at their
estimated  fair  value,  and recognizes changes in their estimated fair value in
results of operations during the period of change. The Company has estimated the
fair value of these embedded derivatives using the Black-Scholes model. The fair
value of the derivative instruments is re-measured each quarter.


                                       7
<PAGE>

Loss  Per  Share  -  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  1,269,804,223  and
1,028,495,468  in  potentially issuable common shares at June 30, 2010 and 2009,
respectively.  These  potentially  issuable common shares were excluded from the
calculation of diluted loss per share because the effects were anti-dilutive.

Use of Estimates - In preparing the Company's financial statements in accordance
with  accounting  principles generally accepted in the United States of America,
management  is  required  to  make  estimates  and  assumptions  that affect the
reported  amounts of assets and liabilities, the disclosure of contingent assets
and  liabilities  at  the  date  of  the  financial statements, and the reported
amounts  of  revenues  and  expenses during the reported periods. Actual results
could differ from those estimates.

Reclassifications  -  Certain  reclassifications have been made to the financial
statements to conform to the current year presentation.

Recent Accounting Pronouncements

In  January  2009, the Securities and Exchange Commission ("SEC") issued Release
No.  33-9002,  "Interactive Data to Improve Financial Reporting." The final rule
requires companies to provide their financial statements and financial statement
schedules  to the SEC and on their corporate websites in interactive data format
using  the eXtensible Business Reporting Language ("XBRL"). The rule was adopted
by  the  SEC  to  improve the ability of financial statement users to access and
analyze  financial  data.  The  SEC  adopted a phase-in schedule indicating when
registrants must furnish interactive data. Under this schedule, the Company will
be  required  to  submit filings with financial statement information using XBRL
commencing with its June 30, 2011, quarterly report on Form 10-Q. The Company is
currently  evaluating  the  impact  of XBRL reporting on its financial reporting
process.

In  January  2010,  the  Financial  Accounting  Standards  Board ("FASB") issued
guidance which clarifies and provides additional disclosure requirements related
to  recurring and non-recurring fair value measurements. The Company implemented
these  new  requirements in the first quarter of fiscal 2010. Certain additional
disclosures  about  purchases,  sales,  issuances  and  settlements  in the roll
forward  of  activity  in  Level  3  fair value measures are not effective until
fiscal  years beginning after December 15, 2010. Other than requiring additional
disclosures, implementation of this new guidance will not have a material impact
on the Company's financial statements.

In  March  2010,  the  FASB  issued  guidance to clarify the scope exception for
certain  embedded  derivative  features  on  debt  instruments.  The guidance is
effective  for the first fiscal quarter after June 15, 2010, with early adoption
permitted. The Company is currently evaluating the impact of this new guidance.

In April 2010, the FASB issued guidance to clarify classification of an employee
stock-based payment award when the exercise price is denominated in the currency
of  a  market  in  which  the underlying equity security trades. The guidance is
effective  for  fiscal  years  and  interim periods beginning after December 15,
2010,  with  early  adoption  permitted. The Company is currently evaluating the
impact of this new guidance on its financial statements.

NOTE 2 - REALIZATION OF ASSETS

The  accompanying condensed consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of  America,  which  contemplate continuation of the Company as a going concern.
However,  the  Company  sustained  losses of $727,576 and $1,383,709 for the six
months  ended  June  30,  2010  and 2009, respectively. As of June 30, 2010, the
Company had an accumulated deficit of $39,867,605. In addition, the Company used
cash  in  its  operations in the amount of $35,943 and $1,792,906 during the six
months  ended  June  30, 2010 and 2009, respectively. In addition, on August 11,
2009,  the  Company  and  YA  Global,  an  assignee  of Highgate, entered into a
forbearance  agreement  and  related agreements. The Company agreed to repay the
Company's  obligations  under the Debentures per an agreed schedule. Since then,
the  Company  defaulted  on  its  payment  obligation  but  is in the process of
negotiating  another forbearance agreement extending payments until August 2011,
although  no agreement had been executed as of the date of this report. There is
no  certainty  as  to the positive resolution of these matters. These conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.


                                       8
<PAGE>

In view of the matters described in the preceding paragraph, 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
financing  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 feels that its beverage
business  has  the  potential  to have a substantial impact on its 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 goal is to
provide  customers  with  manufacturing  solutions  for both new and more mature
products, as well as across product generations.

The Company currently provides product marketing services to the direct response
and  retail  markets  for  both  proprietary  and non-proprietary products. This
segment  provides campaign management and marketing services for both the Direct
Response,  Retail  and  Beverage  Distribution  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.

With  respect  to electronics assembly and manufacturing, the Company intends to
continue  to serve these industries, although it anticipates that its focus will
shift more to providing services on a sub-contract basis.

NOTE 3 - INVENTORY

Inventory consisted of the following:

                                                   June 30,       December 31,
                                                     2010             2009
--------------------------------------------------------------------------------
 Raw Materials                                  $    1,691,164   $    1,638,256
 Work in Process                                       139,947          313,302
 Finished Goods                                        760,504          967,550
 Allowance / Reserve                                (2,001,052)      (2,045,458)
                                                --------------------------------
      Totals                                    $      590,563   $      873,650
                                                ================================


NOTE 4 - INTELLECTUAL PROPERTY

Intellectual property and estimated service lives consisted of the following:

                                                                    Estimated
                                 June 30,        December 31,     Service Lives
                                   2010              2009          in Years
--------------------------------------------------------------------------------
Infomercial development costs  $       61,445   $       61,445            7
Patents                                38,056           38,056            7
ABS Infomerical                     1,186,382        1,186,382            5
Trademark                           1,227,673        1,227,673            7
Copyright                             115,193          115,193            7
Website Development Costs             150,000          150,000            5
--------------------------------------------------------------------------------
  Total intellectual property  $    2,778,749   $    2,778,749

  Less accumulated
    amortization                   (1,730,618)      (1,508,391)
--------------------------------------------------------------------------------

  Intellectual property, net   $    1,048,131   $    1,270,358
--------------------------------------------------------------------------------


                                       9
<PAGE>

The estimated amortization expenses for the next five years are as follows:


Year Ending December 31,
--------------------------------------------------------------
            2010                                $      351,636
            2011                                       356,783
            2012                                       254,916
            2013                                       142,063
            2014                                        32,418
            Thereafter                                  21,429
--------------------------------------------------------------
            Total                               $    1,159,245
--------------------------------------------------------------

NOTE 5 - RELATED PARTY TRANSACTIONS

Play Beverages, LLC

During 2006, Playboy Enterprises International, Inc. ("Playboy"), entered into a
licensing  agreement  with  Play  Beverages,  LLC ("PlayBev"), then an unrelated
Delaware  limited  liability  company, whereby PlayBev agreed to internationally
market  and  distribute a new energy drink carrying the Playboy name and "Rabbit
Head" logo symbol. In May 2007, PlayBev entered into an exclusive agreement with
the  Company  to  arrange for the manufacture, marketing and distribution of the
energy drinks, other Playboy-licensed beverages, and related merchandise through
various distribution channels throughout the world.

In  an effort to finance the initial development and marketing of the new drink,
the  Company  with  other  investors  formed After Bev Group LLC ("AfterBev"), a
California   limited   liability   company  and  partially  owned,  consolidated
subsidiary of the Company. The Company contributed its expertise in exchange for
an  initial  84  percent  membership  interest  in  AfterBev.  The other initial
AfterBev  members contributed $500,000 in exchange for the remaining 16 percent.
The  Company borrowed an additional $250,000 from an individual, and contributed
the total $750,000 to PlayBev in exchange for a 51 percent interest in PlayBev's
cash  distributions.  The Company recorded this $750,000 amount as an investment
in  PlayBev,  accounted  for  under the cost method. PlayBev then remitted these
funds  to  Playboy  as  part  of a guaranteed royalty prepayment. Along with the
membership interest granted the Company, PlayBev agreed to appoint the Company's
president and one of the Company's directors to two of PlayBev's three executive
management  positions.  Additionally,  an unrelated executive manager of PlayBev
resigned,  leaving  the remaining two executive management positions occupied by
the  Company  president  and one of the Company's directors. On August 23, 2008,
PlayBev's members agreed to amend its operating agreement to change the required
membership vote on major managerial and organizational decisions from 75 percent
to  95  percent.  Since 2007, the two affiliates personally purchased membership
interests  from  PlayBev directly and from other PlayBev members constituting an
additional  23.1  percent,  which aggregated 34.35 percent. Despite the combined
90.5  percent  interest  owned  by these affiliates and the Company, the Company
cannot  unilaterally  control significant operating decisions of PlayBev, as the
amended   operating   agreement   requires  that  various  major  operating  and
organizational decisions be agreed to by at least 95 percent of all members. The
other members of PlayBev are not affiliated with the Company. Accordingly, while
PlayBev  is  now  a  related  party,  the  Company  cannot  unilaterally control
significant  operating decisions of PlayBev, and therefore has not accounted for
PlayBev's operations as if it was a consolidated subsidiary.

PlayBev has no operations, so under the terms of the exclusive manufacturing and
distribution agreement, the Company was appointed as the master manufacturer and
distributor  of  the  beverages  and  other  products that PlayBev licensed from
Playboy.  In  so  doing,  the Company assumed all the risk of collecting amounts
owed  from  customers,  and  contracting  with  vendors  for  manufacturing  and
marketing  activities.  In  addition, PlayBev is owed a royalty from the Company
equal  to  the  Company's  gross  profits from collected beverage sales, less 20
percent  of  the  Company's  related  cost  of  goods sold, and 6 percent of the
Company's  collected  gross  sales. The Company incurred $624,676 and $82,442 in
royalty  expenses due to PlayBev during the three months ended June 30, 2010 and
2009,  respectively  and  $1,156,124  and $229,631 the six months ended June 30,
2010 and 2009, respectively.


                                       10
<PAGE>

The  Company also agreed to provide services to PlayBev for initial development,
marketing,  and  promotion  of  the  new  beverage. These services are billed to
PlayBev  and  recorded  as  an  account  receivable  from  PlayBev.  The Company
initially agreed to carry up to a maximum of $1,000,000 as a receivable due from
PlayBev in connection with these billed services. On March 19, 2008, the Company
agreed  to  increase  the maximum amount it would carry as a receivable due from
PlayBev,   in   connection  with  these  billed  services,  from  $1,000,000  to
$3,000,000.  The  Company  has  advanced  amounts  beyond $3,000,000 in order to
continue  the market momentum internationally. As of March 19, 2008, the Company
also  began  charging  interest  on the outstanding amounts owing at a rate of 7
percent  per  annum.  PlayBev  has  agreed  to  repay the receivable and accrued
interest  out  of  the royalties due PlayBev. The Company has billed PlayBev for
marketing  and  development  services,  and  royalties paid/accrued on behalf of
PlayBev  totaling  $2,696,095  and $1,801,813 during the three months ended June
30, 2010 and 2009, respectively and $3,095,863 and $2,172,946 for the six months
ending  June  30,  2010  and  2009,  respectively,  which  have been included in
revenues  for our marketing and media segment. As of June 30, 2010, the interest
accrued  on  the balance owing from PlayBev totaled $916,794. The net amount due
the  Company  from PlayBev for marketing and development services, after netting
the royalty owed to PlayBev, totaled $9,114,972 at June 30, 2010.

After Bev Group, LLC

Following  AfterBev's  organization  in  May  2007,  the  Company  entered  into
consulting  agreements  with two individuals, one of whom had loaned the Company
$250,000  when  the Company invested in PlayBev, and the other one was a Company
director.  The  agreements  provided  that the Company assign to each individual
approximately   one-third  of  the  Company's  share  in  future  AfterBev  cash
distributions,  in  exchange  for  their  assistance  in  the  initial  AfterBev
organization  and  planning, along with their continued assistance in subsequent
beverage  development  and distribution activities. The agreements also provided
that  as  the Company sold a portion of its membership interest in AfterBev, the
individuals  would  each be owed their proportional assigned share distributions
in the proceeds of such a sale. The actual payment of the distributions depended
on what the Company did with the sale proceeds. If the Company used the proceeds
to  help  finance  beverage development and marketing activities, the payment of
distributions  would  be  deferred,  pending  collections  from  customers  once
beverage   product  sales  eventually  commenced.  Otherwise,  the  proportional
assigned share distributions would be due to the two individuals.

Throughout  the  balance  of  2007,  as  energy  drink development and marketing
activities  progressed,  the Company raised additional funds by selling portions
of  its  membership  interest  in AfterBev to other investors, some of whom were
Company  stockholders.  In  some  cases,  the  Company  sold  a  portion  of its
membership  interest,  including voting rights. In other cases, the Company sold
merely  a portion of its share of future AfterBev profits and losses. By the end
of  2007,  after  taking  into  account  the  two interests it had assigned, the
Company had retained a net 14 percent interest in AfterBev's profits and losses,
but  had  retained  52  percent  of  all  voting rights in AfterBev. The Company
recorded  the  receipt  of these net funds as increases to its existing minority
interest  in  AfterBev,  and the rest as amounts owing as distributable proceeds
payable to the two individuals with assigned interests of the Company's original
share of AfterBev.

At the end of 2007, the Company agreed to convert the amount owing to one of the
individuals  into  a  promissory  note.  In  exchange,  the individual agreed to
relinquish  his approximately one-third portion of the Company's remaining share
of  AfterBev's profits and losses. Instead, the individual received a membership
interest  in  AfterBev. In January 2008, the other assignee, which is one of the
Company's  directors,  similarly agreed to relinquish the distributable proceeds
owed  to  him,  in  exchange  for  an interest in AfterBev's profits and losses.
Accordingly, he purchased a 24 percent interest in AfterBev's profits and losses
in exchange for foregoing $863,973 in amounts due to him. Of this 24 percent, by
the end of December 31, 2008, the director had sold or transferred 23 percent to
unrelated  investors and retained the remaining 1 percent interest in AfterBev's
profits  and losses. In turn, the director loaned $834,393 to the company in the
form of unsecured advances. Of the amounts loaned, $600,000 was used to purchase
interest  in  PlayBev  directly  which  resulted  in  a reduction of $600,000 of
amounts owed by PlayBev to the Company. During the year ended December 31, 2009,
the  director advanced an additional $500,000 to the Company for his purchase of
an  additional  3  percent interest in PlayBev, which resulted in a reduction of
$500,000 of amounts owed by PlayBev to the Company. In addition, during the year
ended  December  31,  2009,  one of the directors of the Company and the Company
president purchased 6 percent and 5 percent of AfterBev shares, respectively, in
private  sales  from  existing  shareholders  of  AfterBev.  AfterBev has had no
operations since its inception.


                                       11
<PAGE>

Global Marketing Alliance

The  Company  entered  into an agreement with Global Marketing Alliance ("GMA"),
and  hired  GMA's  owner  as  the  Vice  President  of CTO, one of the Company's
subsidiaries.  Under  the  terms of the agreement, the Company outsources to GMA
the  online  marketing  and  sales  activities associated with the Company's CTO
products.  In return, the Company provides bookkeeping and management consulting
services  to  GMA,  and pays GMA a fee equal to five percent of CTO's online net
sales.  In  addition,  GMA  assigned  to  the Company all of its web-hosting and
training  contracts  effective  as  of  January  1, 2007, along with the revenue
earned thereon, and the Company also assumed the related contractual performance
obligations.  The  Company  recognizes  the  revenue  collected  under  the  GMA
contracts,  and  remits  back to GMA a management fee approximating their actual
costs.  The  Company  recognized  net  revenues  from  GMA  related products and
services  in  the  amount of $278,477 and $701,228 during the three months ended
June  30,  2010  and 2009, respectively, and $768,522 and $1,317,414 for the six
months ended June 30, 2010 and 2009, respectively.

Transactions involving Officers, Directors, and Stockholders

In  2007, the Company appointed Fadi Nora to its Board of Directors. In addition
to  compensation the Company normally pays to non-employee members of the Board,
Mr.  Nora  is  entitled  to  a quarterly bonus equal to 0.5 percent of any gross
sales  earned by the Company directly through Mr. Nora's efforts. As of June 30,
2010,  the  Company  owed  $33,852 under this arrangement. During the six months
ended  June  30,  2010 Mr. Nora loaned the Company a total of $113,720. Mr. Nora
received  cash  payments totaling $74,500 from the Company during the six months
ended  June  30,  2010.  As  of  June  30, 2010, the Company still owed Mr. Nora
$128,939 in the form of unsecured advances. These advances and short term bridge
loans  were  approved  by  the  Board of Directors under a 5% borrowing fee. The
borrowing fees were waived by Mr. Nora on these loans.

In  addition,  on  July  14,  2009,  the  Company  entered into a Stock Purchase
Agreement  with  Mr.  Nora  to purchase 75,000,000 shares of common stock of the
Company at a purchase price of $.003 per share, for a total of $225,000, payable
through the conversion of outstanding loans made by the director to the Company.
Mr. Nora and the Company acknowledged in the purchase agreement that the Company
did  not  have  sufficient  shares to satisfy the issuances, and agreed that the
shares  would  be  issued once the Company has sufficient shares to do so. As of
June  30,  2010,  the  Company  showed  the  balance  of  $225,000 as an accrued
liability on the balance sheet.

In  2007,  the Company issued a 10 percent promissory note to a family member of
the Company president in exchange for $300,000. The note was due on demand after
May 2008. During the six months ended June 30, 2010 the Company repaid principal
and  interest  totaling $28,212. At June 30, 2010, the principal amount owing on
the note was $185,063. On March 31, 2008, the Company issued to this same family
member,  along  with  four other Company shareholders, promissory notes totaling
$315,000.  The family member's note was for $105,000. Under the terms of all the
notes,  the Company received total proceeds of $300,000, and agreed to repay the
amount  received plus a five percent borrowing fee. The notes were due April 30,
2008,  after which they were due on demand, with interest accruing at 12 percent
per  annum.  During  the six months ended June 30, 2010 the Company paid $63,000
towards  the  outstanding  notes.  The principal balance owing on the promissory
notes as of June 30, 2010, totaled $41,415.

As  of June 30, 2010, the Company owed the Company president a total of $258,300
in  unsecured  advances,  and  $136,827  in accrued options. These advances were
approved  by the Board of Directors under a 5% borrowing fee. The borrowing fees
were waived by our president on these loans.

On  July  14, 2009, the Company entered into a Stock Purchase Agreement with the
president  of  the  Company to purchase 50,000,000 shares of common stock of the
Company  at a purchase price of $.003 per share, for a total amount of $150,000,
payable through the conversion of outstanding loans made by the president of the
Company  to  the  Company.  Mr.  Hawatmeh  and  the  Company acknowledged in the
purchase  agreement  that  the Company did not have sufficient shares to satisfy
the  issuances,  and agreed that the shares would be issued once the Company has
sufficient  shares to do so. As of June 30, 2010, the Company showed the balance
of $150,000 as an accrued liability on the balance sheet.


                                       12
<PAGE>

On  March  5, 2010 the Company entered into a Separation Agreement ("Agreement")
with  Shaher  Hawatmeh.  As  of  the  date  of  the Agreement, Shaher Hawatmeh's
employment  with  the  Company  was  terminated and he no longer has any further
employment  obligations  with  the Company. In consideration of his execution of
this  Agreement,  the  Company  will  pay  Shaher Hawatmeh's "Separation Pay" of
$210,000  in  twenty-six bi-weekly payments. The first payment of the Separation
Pay  was to begin on March 19, 2010. On April 2, 2010 the Company made the first
payment to Shaher Hawatmeh. Additional terms of the separation agreement include
payment  of  all amounts necessary to cover health and medial premiums on behalf
of  Shaher  Hawatmeh,  his  spouse  and  dependents  through April 20, 2010, all
outstanding  car  allowances and expense ($750) due and owing as of February 28,
2010, satisfaction and payment by the Company (with a complete release of Shaher
Hawatmeh)  of  all  outstanding  amounts  due and owing on the Company Corporate
American  Express  Card  (issued  in  the  name  of Shaher) and the issuance and
delivery  to  Shaher Hawatmeh of ten million (10,000,000) share of the Company's
common  stock  within a reasonable time following authorization by the Company's
shareholders  of sufficient shares to cover such issuance. The fair market value
of  the  shares aggregated to $50,000 as of March 5, 2010 based on the $.005 per
share  value  as of the effective date of the separation agreement, and has been
included in accrued liabilities as of June 30, 2010.

In  an  effort  to operate more efficiently and focus resources on higher margin
areas,  on  March  5,  2010,  the  Company entered into certain agreements with,
Katana  Electronics,  LLC,  a  Utah limited liability company ("Katana"). Katana
Electronics,  LLC  is  owned  by  Shaher Hawatmeh, former employee and a related
party.  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 will sublease a certain
portion  of  the Premises to Katana consisting of the warehouse and office space
used  as  of the close of business on March 4, 2010. The term of the Sublease is
for  two (2) months with automatic renewal periods of one month each, subject to
land  lord  authorization. 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
Agreements signed, the Company continues to have rights to operate as a contract
manufacturer in the future in the US and off shore.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Litigation  and Claims - Various vendors and service providers have notified the
Company  that  they  believe  they  have  claims  against  the  Company totaling
approximately  $2,600,000. The Company has accrued for approximately $518,000 as
part  of  current  liabilities.  The  Company  has determined the probability of
realizing  any  loss  on the remaining claims is remote. The Company has made no
accrual  for  these  claims  and  is currently in the process of negotiating the
dismissal  of  those claims. There is no certainty as to the positive outcome of
these claims.

Convertible debentures - In May 2005, the Company entered into an agreement with
Highgate,  to  issue  a $3,750,000, 5 percent Secured Convertible Debenture (the
"Debenture").  The Debenture was originally due December 2007, and is secured by
all  of  the  Company's  assets.  Highgate  extended  the  maturity  date of the
Debenture  to  December  31,  2008.  As  of  January  1,  2008 the interest rate
increased  to  12  percent.  On  August  11, 2009, the Company and YA Global, an
assignee   of  Highgate,  entered  into  a  forbearance  agreement  and  related
agreements.  The  Company  agreed  to  repay the Company's obligations under the
Debentures per an agreed schedule.

In  December  2005,  in  connection with the Company's issuance of a convertible
debenture  to  YA  Global  Investments,  L.P., formerly known as Cornell Capital
Partners,  L.P.  ("YA  Global")  (see  Note 8), the Company granted to YA Global
registration  rights,  pursuant  to which the Company agreed to file, within 120
days  of  the closing of the purchase of the debenture, a registration statement
to  register  the  resale  of shares of the Company's common stock issuable upon
conversion  of the debenture. The Company also agreed to use its best efforts to
have  the registration statement declared effective within 270 days after filing
the  registration  statement. The Company agreed to register the resale of up to
32,608,696  shares  and  10,000,000  warrants,  and  to  keep  the  registration
statement  effective  until  all  of  the shares issuable upon conversion of the
debenture have been sold.

In  August  2006,  in  connection  with  the  Company's  issuance  of  a  second
convertible  debenture  to YA Global (See Note 8), the Company granted YA Global
registration  rights,  pursuant  to which the Company agreed to file, within 120
days  of  the closing of the purchase of the debenture, a registration statement
to  register  the  resale  of shares of the Company's common stock issuable upon
conversion  of the debenture. The Company also agreed to use its best efforts to
have  the registration statement declared effective within 270 days after filing
the  registration  statement. The Company agreed to register the resale of up to
74,291,304  shares  and  15,000,000  warrants,  and  to  keep  such registration
statement  effective  until  all  of  the shares issuable upon conversion of the
debenture have been sold.

Previously,  YA Global has agreed to extensions of the filing deadlines inherent
in  the terms of the two convertible debentures mentioned above, and in February
2008 agreed to extend the filing deadlines to December 31, 2008.

On  August  11,  2009,  the  Company  and  YA  Global entered into a forbearance
agreement  related  to the three convertible debentures issued by the Company to
YA or its predecessor entities (See Note 8 - Convertible Debentures):


                                       13
<PAGE>

Under the terms of the agreement, the Company agreed to waive any claims against
YA,  entered  into  a  Global  Security  Agreement  (discussed  below), a Global
Guaranty  Agreement  (discussed below), and an amendment of a warrant granted to
YA  in  connection  with the issuance of the August Debenture; agreed to seek to
obtain  waivers  from  the  Company's  landlords  at  its  properties  in  Utah,
California,  and  Arkansas;  agreed  to  seek  to obtain deposit account control
agreements  from  the  Company's banks and depository institutions; and to repay
the Company's obligations under the Debentures.

The  repayment terms of the Forbearance Agreement required an initial payment of
$125,000  upon signing the agreement. Beginning September 1, 2009 through May 1,
2010  monthly  payments  ranging  from  $150,000  to  $300,000 are due for total
payments  of  $2,825,000. The Company failed to make the required payments under
the agreement.

Pursuant  to  the  Forbearance Agreement, the Company, subject to the consent of
YA,  may  choose  to  pay  all  or any portion of the monthly payments in common
stock,  at  a  conversion price used to determine the number of shares of common
stock  equal  to  85  percent  of  the lowest closing bid price of the Company's
common stock during the ten trading days prior to the payment date.

YA  agreed  to forbear from enforcing its rights and remedies as a result of the
existing  defaults and/or converting the Debentures into shares of the Company's
common  stock,  until  the  earlier of the occurrence of a Termination Event (as
defined in the Forbearance Agreement), or July 1, 2010. The Company is currently
negotiating  another  Forbearance Agreement with YA to extend payments to August
2011.

The  Company,  YA, and certain of the Company's subsidiaries also entered into a
Global  Security  Agreement  (the  "GSA")  in  connection  with  the Forbearance
Agreement. Under the GSA, the Company and the participating subsidiaries pledged
and granted to YA a security interest in all assets and personal property of the
Company  and  each  participating  subsidiary  as  security  for  the payment or
performance in full of the obligations set forth in the Forbearance Agreement.

Additionally,  the  Company,  YA, and certain of the Company's subsidiaries also
entered  into  a  Global  Guaranty  Agreement (the "GGA") in connection with the
Forbearance  Agreement.  Under  the  GGA,  the  Company  and  the  participating
subsidiaries  guaranteed to YA the full payment and prompt performance of all of
the obligations set forth in the Forbearance Agreement.

As  of  the  date  of  this  Report,  the  Company  had  defaulted on it payment
obligations under the original Forbearance Agreement, and the Company was in the
process  of  negotiating  another  forbearance  agreement  to extend the payment
dates, although no agreement had been executed as of the date of this Report.

Issuable  Common  Stock  -  The  Company  currently  has  issued and outstanding
options,  warrants,  convertible notes and other instruments for the acquisition
of  the  Company's  common  stock  in  excess  of  the  available authorized but
non-issued  shares  of common stock provided for under the Company's Articles of
Incorporation,  as  amended.  As a consequence, in the event that the holders of
such instruments requiring the issuance, in the aggregate, of a number of shares
of  common  stock  that  would,  when  combined  with  the previously issued and
outstanding  common  stock  of  the Company exceed the authorized capital of the
Company,   seek   to  exercise  their  rights  to  acquire  shares  under  those
instruments,  the  Company will be required to increase the number of authorized
shares to provide sufficient shares for issuance under those instruments.

Employment  Agreements  -  On  August  1,  2009,  the Company entered into a new
employment  agreement  with  Mr.  Hawatmeh,  our  President.  The  term  of  the
employment  agreement continues until August 31, 2014, and automatically extends
for  successive  one  year  periods, with an annual base salary of $345,000. The
employment  agreement  also grants to Mr. Hawatmeh options to purchase a minimum
of 6,000,000 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. The Employment Agreement also 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
agreement  includes  additional  incentive  compensation as follows: a quarterly
bonus  equal  to  5  percent  of  the Company's earnings before interest, taxes,
depreciation and amortization for the applicable quarter; bonus(es) equal to 1.0
percent  of  the net purchase price of any acquisitions completed by the Company
that  are  directly  generated and arranged by Mr. Hawatmeh; and an annual bonus
(payable  quarterly)  equal  to 1 percent of the gross sales, net of returns and
allowances  of  all  beverage products of the Company and its affiliates for the
most recent fiscal year. During the six months ending June 30, 2010, the Company
incurred  $42,581  of  non-cash  compensation  expense  related  to  accrual for
employee  stock  options  to  be  awarded  per  the employment contract with the
president of the Company.


                                       14
<PAGE>

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 thirty (30) days following such
termination,  any  benefit,  incentive  or equity plan, program or practice (the
"Accrued  Obligations")  paid  when  the  bonus would have been paid Employee if
employed;  (ii)  within  thirty  (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 thirty (30) month's annual base
salary,  (iii)  bonus(es)  owing under the employment agreement for the two year
period  after  the  date of termination (net of an bonus amounts paid as Accrued
Obligations)  based  on  actual  results  for the applicable quarters and fiscal
years;  and (iv) within twelve (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 thirty (30) month's Annual Base
Salary;  provided  that if Employee is terminated without cause in contemplation
of,  or  within one (1) year, after a change in control, then two (2) times such
annual base salary and bonus payment amounts.

NOTE 7 - NOTES PAYABLE

In  February  2008,  the  Company  issued  a  10  percent,  three-year, $700,000
promissory  note to an investor. No interim principal payments are required, but
accrued interest is due quarterly. The investor also received five-year warrants
to  purchase  up to 75,000,000 shares of common stock at exercise prices ranging
from  $0.02  to  $0.50  per share. The Company determined that the warrants fell
under  derivative  accounting treatment, and recorded the initial carrying value
of a derivative liability equal to the fair value of the warrants at the time of
issuance.  At the same time, a discount equal to the face amount of the note was
recorded,  to  be  recognized  ratably  to interest expense. Interest expense of
$58,080 and $58,280 was accreted during the three months ended June 30, 2010 and
2009,  respectively,  and $115,719 and $115,920 during the six months ended June
30,  2010  and 2009, respectively. A total of $546,095 has been accreted against
the note as of June 30, 2010. The carrying value of the note will continue to be
accreted  over  the  life  of  the note until the carrying value equals the face
value  of  $700,000.  As of June 30, 2010, the balance of the note was $546,095.
The fair value of the derivative liability stemming from the associated warrants
as of June 30, 2010, was $139,201.

In  March  2008,  the  Company  converted $75,000 owed to an unrelated member of
AfterBev  into  a  one-year,  10  percent promissory note, with interest payable
quarterly.  The  balance  as  of  June  30,  2010,  was $75,000. The note renews
monthly.

On  April  2, 2009, the Company President and a Director of the Company borrowed
from a third party a total of $890,000 in the form of four short-term promissory
notes. The Company President and a Director of the Company signed personally for
the  notes.  Since  the  loans  were used to pay obligations of the Company, the
Company has assumed full responsibility for the notes. Two of the notes were for
a term of 60 days, with a 60 day grace period, a third note was for a term of 90
days,  and  a  fourth  note  was  for  24 days. Loan fees totaling $103,418 were
incurred  with  the  issuance  of the notes and are payable upon maturity of the
notes.  During  the  six  months  ended  June  30, 2010 the Company paid $20,000
against  one  of the loans. As of June 30, 2010 the balance of the loans totaled
$745,000. As of June 30, 2010 all four notes were in default.

NOTE 8 - CONVERTIBLE DEBENTURES

Highgate  House Funds, Ltd. - In May 2005, the Company entered into an agreement
with  Highgate,  to  issue a $3,750,000, 5 percent Secured Convertible Debenture
(the  "Debenture").  The  Debenture  was  originally  due  December 2007, and is
secured  by  all of the Company's assets. Highgate extended the maturity date of
the  Debenture  to  December  31,  2008. As of January 1, 2008 the interest rate
increased  to  12  percent.  On  August  11, 2009, the Company and YA Global, an
assignee   of  Highgate,  entered  into  a  forbearance  agreement  and  related
agreements.  The  Company  agreed  to  repay the Company's obligations under the
Debentures  per  an  agreed  schedule.  Since then, the Company defaulted on its
payment  obligation  but  is  in  the process of negotiating another forbearance
agreement extending payments until August 2011.


                                       15
<PAGE>

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our common stock, with the conversion
price  to  be used to determine the number of shares of common stock being equal
to  85  percent  of  the  lowest closing bid price of the Company's common stock
during  the  ten  trading days prior to the payment day. Interest accrued during
the  six  months  ending  June 30, 2010, totaled $36,902. The balance of accrued
interest owed at June 30, 2010, was $41,885.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults under the Debenture, and/or converting the Debenture
into  shares  of  the  Company's  common  stock,  until  the  earlier of (i) the
occurrence  of a termination event (as defined in the Forbearance Agreement), or
(ii) the termination date of the Forbearance Agreement. Nothing contained in the
Forbearance  Agreement constitutes a waiver by YA Global of any default or event
of  default,  whether  existing  at  the  time  of  the Forbearance Agreement or
thereafter  arising,  and/or  its  right to convert the Debenture into shares of
Common  Stock.  The  Forbearance  Agreement  only constitutes an agreement by YA
Global  to  forbear from enforcing its rights and remedies and/or converting the
Debenture  into  shares  of  common  stock  of  the  Company  upon the terms and
conditions  set  forth  in  the  agreement. The Company and YA Global are in the
process of amending the Forbearance Agreement. The Company has made two payments
"good  faith"  payments  of  $25,000  each for a total of $50,000 as part of the
amendment process.

The  Company  determined  that certain conversion features of the Debenture fell
under derivative accounting treatment. The carrying value of the Debenture as of
June  30, 2010 was $620,136. The fair value of the derivative liability stemming
from  the  debenture's conversion feature was determined to be $0 as of June 30,
2010.

YA  Global  December  Debenture  - In December 2005, the Company entered into an
agreement  with  YA  Global to issue a $1,500,000, 5 percent Secured Convertible
Debenture  (the "December Debenture"). The December Debenture was originally due
July  30,  2008,  and  has  a  security  interest  in  all the Company's assets,
subordinate  to  the Highgate security interest. YA Global also agreed to extend
the  maturity date of the December Debenture to December 31, 2008. As of January
1,  2008  the interest rate was increased to 12 percent. On August 11, 2009, the
Company  and  YA  Global,  an  assignee  of Highgate, entered into a forbearance
agreement  and  related  agreements.  The  Company agreed to repay the Company's
obligations under the Debentures per an agreed schedule.

Since  then,  the  Company  defaulted  on  its  payment obligation but is in the
process  of  negotiating  another forbearance agreement extending payments until
August 2011.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our common stock, with the conversion
price  to  be used to determine the number of shares of common stock being equal
to  85  percent  of  the  lowest closing bid price of the Company's common stock
during  the  ten  trading days prior to the payment day. Interest accrued during
the  six  months  ending  June 30, 2010, totaled $89,260. The balance of accrued
interest owed at June 30, 2010, was $261,373.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under the December Debenture, and/or converting the
December  Debenture into shares of the Company's common stock, until the earlier
of  (i)  the  occurrence  of  a termination event (as defined in the Forbearance
Agreement),  or  (ii) the termination date of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to convert the December
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies and/or converting the December Debenture into shares of common stock of
the Company upon the terms and conditions set forth in the agreement.

The  Company also granted YA Global registration rights related to the shares of
the  Company's  common  stock  issuable  upon  the  conversion  of  the December
Debenture.  As  of  the  date of this Report, no registration statement had been
filed.


                                       16
<PAGE>

As  of  June 30, 2010, YA Global had not converted any of the December Debenture
into  shares  of  the Company's common stock. As a result, the carrying value of
the  debenture  as  of June 30, 2010, remains $1,500,000. The Company determined
that  the  conversion  features  on the December Debenture fell under derivative
accounting  treatment.  The fair value of the derivative liability stemming from
the  December Debenture's conversion feature as of June 30, 2010, was determined
to be $0.

YA  Global  August  Debenture - In August 2006, the Company entered into another
agreement  with  YA  Global relating to the issuance by the Company of another 5
percent  Secured  Convertible  Debenture,  due  in  April 2009, in the principal
amount of $1,500,000 (the "August Debenture").

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our common stock, with the conversion
price  to  be used to determine the number of shares of common stock being equal
to  85  percent  of  the  lowest closing bid price of the Company's common stock
during  the  ten  trading days prior to the payment day. Interest accrued during
the  six  months  ending  June 30, 2010, totaled $61,560. The balance of accrued
interest owed at June 30, 2010, was $463,959.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under  the  August Debenture, and/or converting the
August Debenture into shares of the Company's common stock, until the earlier of
(i)  the  occurrence  of  a  termination  event  (as  defined in the Forbearance
Agreement),  or  (ii) the termination date of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to  convert  the August
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies  and/or  converting the August Debenture into shares of common stock of
the Company upon the terms and conditions set forth in the agreement.

In  connection  with  the  August Purchase Agreement, the Company also agreed to
grant  to  YA  Global  warrants (the "Warrants") to purchase up to an additional
15,000,000  shares  of  our common stock. The Warrants have an exercise price of
$0.06  per  share,  and  originally  were to expire three years from the date of
issuance. In connection with the Forbearance Agreement, the term of the warrants
was extended to August 23, 2010. The Warrants also provide for cashless exercise
if  at  the time of exercise there is not an effective registration statement or
if  an  event  of  default  has  occurred. As a result of the May 2007 1.2-for 1
forward  stock  split, the effective number of outstanding warrants increased to
18,000,000.

In  connection  with  the  issuance  of  the  August Debenture, the Company also
granted  YA Global registration rights related to the common stock issuable upon
conversion  of  the August Debenture and the exercise of the Warrants. As of the
date of this report, no registration statement had been filed.

The  Company determined that the conversion features on the August Debenture and
the associated warrants fell under derivative accounting treatment.

As  of June 30, 2010, the carrying value of the August Debenture was $1,041,218.
The  fair  value of the derivative liability arising from the August Debenture's
conversion feature and warrants was $30 as of June 30, 2010.


                                       17

<PAGE>

NOTE 9 - FAIR VALUE MEASUREMENTS

For asset and liabilities measured at fair value, the Company uses the following
hierarchy of inputs:

      o     Level  one  --  Quoted market prices in active markets for identical
            assets or liabilities;

      o     Level  two  --  Inputs  other  than level one inputs that are either
            directly or indirectly observable; and

      o     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 June 30, 2010 are
summarized as follows:

                                  Level 1      Level 2     Level 3      Total
                                 ----------  ----------  -----------  ---------

  Fair value of derivatives       $    -      $ 155,339    $     -    $ 155,339

Liabilities measured at fair value on a recurring basis at December 31, 2009 are
summarized as follows:

                                  Level 1      Level 2     Level 3      Total
                                 ----------  ----------  -----------  ---------

  Fair value of derivatives       $    -      $ 523,349    $     -    $ 523,349

As  further  described in Note 1, the fair value of the derivative liability was
determined using the Black-Scholes option pricing model.


NOTE 10 - ROYALTY OBLIGATION TO ABS CREDITORS

Under  the  June  2006  agreement  with ABS, which is a part of ABS's bankruptcy
proceedings,  the  Company has an obligation to pay a royalty equal to $3.00 per
TCP  flat  iron  unit  sold  by the Company. The maximum amount of royalties the
Company must pay is $4,135,000. Regardless of sales, however, the Company agreed
to pay at least $435,000 by June 2008, and included that amount in the Company's
long-term  obligations.  The  Company is in default on this agreement. Under the
terms  of  the  bankruptcy court-approved agreement, royalties are to be paid to
various  ABS creditors in a specified order and in specified amounts. Only after
the  Company  pays  the  total  $435,000 to other creditors can it then begin to
share  pro  rata  in  part  of  the royalties owed by offsetting amounts owed to
reduce  its  long-term  receivable.  As  of June 30, 2010 the Company has made a
total  of  $331,388 on the long-term note payable. As of June 30, 2010, the note
balance totaled $103,612.


                                       18
<PAGE>

NOTE 11 - STOCKHOLDERS' EQUITY

During  the  six months ended June 30, 2010, the Company did not issue shares of
common stock.

NOTE 12 - STOCK OPTIONS AND WARRANTS

Stock  Option  Plans  -  As  of  June  30,  2010, options to purchase a total of
59,200,000  shares  of  common  stock had been issued from the 2006 Stock Option
Plan,  out  of which a maximum of 60,000,000 can be issued. As of June 30, 2010,
options  and  share  purchase  rights to acquire a total of 22,960,000 shares of
common stock had been issued from the 2008 Stock Option Plan, also, out of which
a  maximum  of  60,000,000  can  be  issued.  The  Company's  Board of Directors
administers  the  plans,  and  has  discretion  in  determining  the  employees,
directors, independent contractors, and advisors who receive awards, the type of
awards  (stock,  incentive  stock options, non-qualified stock options, or share
purchase rights) granted, and the term, vesting, and exercise prices.

Employee  Options  -  During  the  six  months ended June 30, 2010 and 2009, the
Company did not grant options to purchase shares of common stock to employees.

During  the  six  months ending June 30, 2010, the Company accrued for 6,000,000
employee  options  relating to the employment contract of the Company president.
The  fair  market  value  of  the  options accrued aggregated $42,581, using the
following  assumptions: 5 year term, volatility of 148.71 percent and a discount
rate of 2.65 percent.

A  summary of the stock option activity under the Plans as of June 30, 2010, and
changes during the six months then ended is presented below:

                                                    Weighted-
                                   Weighted-         Average
                                    Average         Remaining         Aggregate
                                    Exercise        Contractual       Intrinsic
                    Shares           Price            Life              Value
                ----------------------------------------------------------------

Outstanding at
  December 31,
  2009              53,160,000   $        0.014              2.48   $         -
                ================================================================
Granted                      -   $        0.000
Exercised                    -   $        0.000
Expired                      -   $        0.000
Outstanding at
  June 30, 2010     53,160,000   $        0.014              2.23   $         -
                ================================================================

Exercisable at
  June 30, 2010     51,960,000   $        0.014              2.25   $         -
                ================================================================

As  of  June 30, 2010, vested options totaled 51,960,000, leaving 1,200,000 that
have  yet  to  completely  vest.  As  a result, as of June 30, 2010 unrecognized
compensation  costs  related  to options outstanding that have not yet vested at
year-end that would be recognized in subsequent periods totaled $5,978.

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 6),
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. The warrants
had an exercise price of $0.06 per share, and vested immediately.

In  connection  with  the  private  placement  with  ANAHOP,  the Company issued
five-year  warrants  to  purchase  30,000,000  shares  of common stock at prices
ranging from $0.15 to $0.50. All of these warrants were subject to adjustment in
the event of a stock split. Accordingly, as a result of the 1:1.20 forward stock
split that occurred in 2007, there are warrants outstanding at June 30, 2010, to
purchase  a  total of 36,000,000 shares of common stock in connection with these
transactions.  The  exercise  price  per  share  of  each  of the aforementioned
warrants  was  likewise  affected  by  the  stock  split, in that each price was
reduced by 20 percent.

The  Corporation  currently  has  an insufficient number of authorized shares to
enable  warrant  holders to fully exercise their warrants, assuming all warrants
holders  desired  to  do so. Accordingly, the warrants are subject to derivative
accounting  treatment,  and  are included in the derivative liability related to
the convertible debentures (see Note 8).


                                       19
<PAGE>

NOTE 13 - SEGMENT INFORMATION

Segment  information  has  been prepared in accordance with Accounting Standards
Certification  ("ASC")  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  Play  Beverages, LLC. The
Beverage   Distribution   segment   manufactures,   markets,   and   distributes
Playboy-licensed  energy  drinks  domestically and internationally. The Beverage
Distribution  segment  continues  to grow, and the distribution channels, across
the  country  and  internationally,  continues  to  gain  traction.  The Company
anticipates  this  segment  will  become more significant in relation to overall
Company operations.

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:
<TABLE>
<CAPTION>
                                            Electronics        Contract         Marketing         Beverage
                                              Assembly      Manufacturing       and Media       Distribution        Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>               <C>              <C>
  Three months ended June 30, 2010
Sales to external customers                $        28,500  $        26,509  $      2,937,596  $     2,015,672  $     5,008,277
Segment income (loss)                             (131,856)         (52,723)          688,726         (307,584)         196,563
Segment assets                                   2,896,647        1,114,310        11,956,449          291,546       16,258,953
Depreciation and amortization                       93,411           64,447             5,841                -          163,699

  Three months ended June 30, 2009
Sales to external customers                $       369,562  $       103,810  $      2,503,041  $       122,793  $     3,099,206
Segment income (loss)                            1,282,159          (82,474)         (278,885)         (54,952)         865,848
Segment assets                                   4,090,248        2,032,251         7,819,175          286,198       14,227,872
Depreciation and amortization                       96,153           64,551             5,841                -          166,545

   Six months ended June 30, 2010
Sales to external customers                $       198,944  $        27,554  $      3,829,010  $     3,136,606  $     7,192,114
Segment income (loss)                             (546,698)        (117,681)          205,822         (269,019)        (727,576)
Segment assets                                   2,896 647        1,114,310        11 956 449          291,546       16,258,953
Depreciation and amortization                      187,144          128,894            11,682                -          327,720

   Six months ended June 30, 2009
Sales to external customers                $       857,734  $       278,958  $      3,490,261  $       394,635  $     5,021,588
Segment income (loss)                             (633,493)        (165,558)         (556,166)         (28,492)      (1,383,709)
Segment assets                                   4,090,248        2,032,251         7,819,175          286,198       14,227,872
Depreciation and amortization                      192,305          129,102            11,682                -          333,089
</TABLE>

NOTE 14 - GEOGRAPHIC INFORMATION

The  Company currently maintains $315,778 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.


                                       20
<PAGE>

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

This  discussion  should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the year ended December 31, 2009.

Overview

Our  services  include  pre-manufacturing,  manufacturing and post-manufacturing
services.  Our goal is to offer customers the significant competitive advantages
that  can be obtained from manufacture outsourcing. We market and manufacture an
energy  drink  under  the  Playboy  brand  pursuant  to a license agreement with
Playboy  Enterprises,  Inc. We also provide a mix of high and medium size volume
turnkey manufacturing services and products using various high-tech applications
for  leading  electronics  OEMs  in the communications, networking, peripherals,
gaming,  law  enforcement,  consumer  products,  telecommunications, automotive,
medical, and semiconductor industries.

We  conduct  business  through our subsidiaries and divisions: CirTran Beverage,
CirTran  USA,  CirTran  Asia, CirTran Products, CirTran Media Group, and CirTran
Online. CirTran Beverage manufactures, markets, and distributes Playboy-licensed
energy  drinks  in accordance with an agreement we, entered into with PlayBev, a
related  party  who  holds  the  Playboy  license.  We also anticipate including
flavored  water beverages and related merchandise in the future. In addition, we
provide development and promotional services to PlayBev, and pay a royalty based
on  our product sales and manufacturing costs. Services billed to PlayBev during
the  three months ended June 30, 2010 and 2009, under this arrangement accounted
for  40  and  58 percent of total sales, respectively, and during the six months
ended June 30, 2010 and 2009, services billed accounted for 43 and 43 percent of
total  sales,  respectively.  Sales  of  energy drink beverages during the three
months  ended  June  30,  2010 and 2009, amounted to 54 percent and 4 percent of
total  sales,  respectively,  and  during the six months ended June 30, 2010 and
2009, amounted to 43 percent and 8 percent of total sales, respectively. We also
recorded  product  distribution  revenue  of $19,872 and $0 for the three months
ended  June  30,  2010  and  2009,  respectively, and $43,182 and $0 for the six
months  ended  June  30,  2010 and 2009, respectively, relating to international
energy drink beverage arrangements.

CirTran  USA  accounted  for  zero  percent and 12 percent of our total revenues
during the three months ended June 30, 2010 and 2009, respectively and 3 percent
and  17  percent of our total revenues during the six months ended June 30, 2010
and  2009,  respectively.  Revenues  were  generated  by  low-volume electronics
assembly  activities  consisting  primarily  of  the placement and attachment of
electronic  and  mechanical  components  on  printed circuit boards and flexible
(i.e.,  bendable)  cables.  In  an  effort to operate more efficiently and focus
resources  on  higher  margin  areas,  on  March 5, 2010, the Company and Katana
Electronics,  LLC,  a  Utah  limited  liability  company ("Katana") entered into
certain  agreements  to  reduce  its costs (discussed more fully in Note 5). 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  will  sublease a certain portion of the
Premises  to  Katana consisting of the warehouse and office space used as of the
close  of  business  on  March  4, 2010. The term of the Sublease is for two (2)
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  Agreements  signed,  the  Company continues to have
rights  to  operate  as  a contract manufacturer in the future in the US and off
shore.

Through  CirTran  Asia  we  manufacture  and  distribute  electronics,  consumer
products  and general merchandise to companies selling in international markets.
Sales  were  .50 percent and zero percent of our total revenues during the three
months  ended  June  30,  2010  and 2009, respectively and .35 percent and three
percent  of  our  total  revenues  during the six months ended June 30, 2010 and
2009, respectively.

CirTran  Products  pursues  contract-manufacturing  relationships  in  the  U.S.
consumer products markets, including licensed merchandise sold in the sports and
entertainment markets. Sales comprised zero and 3 percent of total sales for the
three  months ended June 30, 2010 and 2009, respectively, and zero and 3 percent
of total sales for the six months ended June 30, 2010 and 2009, respectively.

CirTran   Media   provides  end-to-end  services  to  the  direct  response  and
entertainment  industries.  Revenues  for  CirTran Media were zero percent total
sales  for both the three months ended June 30, 2010 and 2009, respectively, and
zero  percent  total sales for both the six months ended June 30, 2010 and 2009,
respectively.

CirTran  Online  sells  products  via  the  Internet,  and provides services and
support  to  Internet  retailers. In conjunction with partner GMA, revenues from
this  division  were  5 and 23 percent of total revenues during the three months
ending  June  30,  2010  and  2009, respectively, and 10 and 26 percent of total
revenues during the six months ending June 30, 2010 and 2009, respectively.


                                       21
<PAGE>

Forward-Looking Statements and Certain Risks

The  statements  contained  in  this  report  that are not purely historical are
considered  to be "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform  Act  of  1995  and Section 21E of the Securities
Exchange  Act.  These  statements  represent  our  expectations, hopes, beliefs,
anticipations,  commitments,  intentions,  and  strategies regarding the future.
They  may  be  identified  by  the  use  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 fact that some of these
risk  factors  may be the same or similar to our past reports filed with the SEC
means  only that the risks are present in multiple periods. We believe that many
of  the risks are part of doing business in the industry in which we operate and
compete  and  will  likely  be  present  in  all periods reported. The fact that
certain risks are common in the industry does not lessen their significance. 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 and Six months ended June 30, 2010 and 2009

Sales and Cost of Sales

Net  sales  increased to $5,008,276 for the three months ended June 30, 2010, as
compared  to  $3,099,206  for  the  three  months ended June 30, 2009, driven by
partially  continued  international growth in the beverage distribution segment.
Net  sales  increased  to  $7,192,114 for the six months ended June 30, 2010, as
compared  to  $5,021,588  for  the  six  months  ended  June 30, 2009, driven by
partially  continued  international growth in the beverage distribution segment.
In  our  Beverage  Distribution  segment,  we  continue  to  expand distribution
channels  both  domestically  and  internationally  for our Playboy Energy Drink
beverages.  The  increases  in  the beverage distribution segment were offset by
sales  decreases  in  the  core electronics and online channels, a result of the
current economic conditions and our current corporate focus our resources in the
beverage distribution segment.

Cost of sales, as a percentage of sales, decreased to 71 percent from 91 percent
for  the three months ended June 30, 2010, as compared to the three months ended
June 30, 2009, respectively, and decreased to 71 percent from 84 percent for the
six  months  ended  June  30, 2010, as compared to the six months ended June 30,
2009,  respectively.  Consequently,  the  gross  profit  margin  increased to 16
percent  from  6  percent,  for  the  three months ended June 30, 2010 and 2009,
respectively  and  increased  to  13 percent from 11 percent, for the six months
ended  June 30, 2010 and 2009, respectively. The increase in gross profit margin
was  attributable  to  the  significant  shift  in the sales mix of products and
services  experienced  during  2010 as compared to 2009 and increases in product
royalty  expenses,  which  are  included in the cost of sales. Another important
factor  driving  the  increase  in  gross margin percentage is the nature of our
manufacturing  and  distribution  agreement  with  PlayBev.  Presently,  CirTran
Beverage  invoices  PlayBev  for  beverage  development,  marketing services and
royalty  expenses  paid,  on  what  amounts  to  five  percent  markup basis. In
addition,  CirTran  Beverage  records  products  sales  and  costs on sales made
directly  to distributors and end customer, which sales provide a more favorable
gross  profit  margin.  We  anticipate  that  gross  profit  margins for CirTran
Beverage  will  increase  in  the  future as we increase our distribution of the
Playboy energy drink beverages to both domestic and international markets.

The  following  charts  present  comparisons  of  sales, cost of sales and gross
profits  generated by our four operating segments, i.e., Contract Manufacturing,
Electronics  Assembly, Marketing and Media, and Beverage Distribution during the
three and six months ended June 30, 2010 and 2009.


                                       22
<PAGE>

Three Months Ended June 30:
--------------------------------------------------------------------------------
                                            Cost of       Royalty    Gross Loss
     Segment            Year    Sales        Sales        Expense     / Margin
--------------------------------------------------------------------------------
Electronics Assembly    2010  $    28,500  $         -  $        -  $    28,500
                        2009      369,562      259,214           -      110,348
--------------------------------------------------------------------------------
Contract Manufacturing  2010       26,509          428      25,200          881
                        2009      103,810       52,682           -       51,128
--------------------------------------------------------------------------------
Marketing / Media       2010    2,937,596    1,186,469           -    1,751,127
                        2009    2,944,865    2,682,287           -      262,578
--------------------------------------------------------------------------------
Beverage Distribution   2010    2,015,672    2,384,557     599,476     (968,361)
                        2009      122,793      132,501      82,442      (92,150)
--------------------------------------------------------------------------------

Six Months Ended June 30:
--------------------------------------------------------------------------------
                                            Cost of       Royalty    Gross Loss
     Segment            Year    Sales        Sales        Expense     / Margin
--------------------------------------------------------------------------------
Electronics Assembly    2010  $   198,944  $   198,341  $        -  $       603
                        2009      857,734      551,155           -      306,579
--------------------------------------------------------------------------------
Contract Manufacturing  2010       27,554      (11,181)     25,200       13,535
                        2009      278,958      128,623           -      150,335
--------------------------------------------------------------------------------
Marketing / Media       2010    3,829,010    2,030,893           -    1,798,117
                        2009    3,490,261    3,322,992           -      167,269
--------------------------------------------------------------------------------
Beverage Distribution   2010    3,136,606    2,882,112   1,130,924     (876,430)
                        2009      394,635      227,355     229,631      (62,351)

Selling, General and Administrative Expenses

During the three months ended June 30, 2010, selling, general and administrative
expenses  decreased  $409,796  as compared to the same period during 2009, while
during  the  six months ended June 30, 2010, selling, general and administrative
expenses  decreased  $769,170  as  compared  to the same period during 2009. The
decrease was the result of a slowing of advertising and media promotion spending
during  the  six  months  ended June 30, 2010, together with the reduced payroll
costs  in  our  contract  manufacturing  and  legacy  electronics  segments.  As
mentioned  previously, not only has the effects of the national economic decline
resulted  in  a  decrease  in  cable  assembly  and  electronic  orders from our
traditional  customers,  but  we  have  experienced  a softening of sales in all
segments,  with  the exception of our Beverage Distribution segment. We continue
to reposition our business structure to take advantage of our core strengths.

Non-cash compensation expense

Compensation  expense  in connection with accounting for options owed or granted
to  employees  to  purchase  common stock was $43,577 for the three months ended
June  30,  2010,  as  compared to $996 for the three months ended June 30, 2009,
respectively, and $43,577 for the six months ended June 30, 2010, as compared to
$996  for  the  six months ended June 30, 2009, respectively, as a result of the
6,000,000   options  accrued  for  our  Company  President  per  his  employment
agreement.

Other income and expense

Interest  expense recorded in the Consolidated Statements of Operations combines
both  accretion  expense and interest expense. The combined interest expense for
three  months  ended June 30, 2010, was $286,484 as compared to $241,242 for the
three  months  ended  June  30,  2009, a increase of 19 percent and the combined
interest expense for six months ended June 30, 2010, was $535,084 as compared to
$567,808  for  the  six months ended June 30, 2009, a decrease of 6 percent. The
decrease  in  the  combined  interest  expense  was  driven  by the reduction in
accretion  expense  recorded  for  the three and six months ended June 30, 2010.



                                       23
<PAGE>

We  began  accruing interest income during 2008 as a result of a modification of
our  agreement  with PlayBev that took effect on March 19, 2008. Interest income
for  the  three months ended June 30, 2010, increased to $151,578 as compared to
interest  income  of  $118,325 for the three months ended June 30, 2009, and for
the  six  months  ended  June  30,  2010,  decreased  to $180,763 as compared to
interest income of $242,915 for the six months ended June 30, 2009. The decrease
was  due  to  an  adjustment in the interest income from prior years in the made
during the first quarter of 2010.

On  March  5,  2010,  we  entered into a Separation Agreement ("Agreement") with
Shaher  Hawatmeh.  As  of the date of the Agreement Shaher Hawatmeh's employment
with  the  Company  was  terminated  and he no longer has any further employment
obligations  with  the  Company.  In  consideration  of  his  execution  of this
Agreement  we  will  pay  Shaher  Hawatmeh's  "Separation  Pay"  of  $210,000 in
twenty-six  bi-weekly  payments.  The first payment of the Separation Pay was to
begin  on  March 19, 2010. We made the first payment to Shaher Hawatmeh on April
2,  2010.  Additional  terms  of the separation agreement include payment of all
amounts  necessary  to  cover  health  and  medial  premiums on behalf of Shaher
Hawatmeh,  his spouse and dependents through April 20, 2010, all outstanding car
allowances   and  expense  ($750)  due  and  owing  as  of  February  28,  2010,
satisfaction  and  payment  by us(with a complete release of Shaher Hawatmeh) of
all  outstanding amounts due and owing on the Company Corporate American Express
Card  (issued  in  the  name  of Shaher) and the issuance and delivery to Shaher
Hawatmeh  of ten million (10,000,000) share of the Company's common stock within
a  reasonable  time  following  authorization  by  the Company's shareholders of
sufficient  shares  to  cover  such  issuance. We accrued $50,000 during the six
months  ended June 30, 2010, as the fair market value of the common stock shares
as  of  the  date of the separation agreement. In connection with the Separation
agreement,  we  recorded  $260,000  of  settlement expense during the six months
ended June 30, 2010.

As a result, we recorded a profit of $196,563 during the three months ended June
30, 2010, as compared to a net profit for the six months ended June 30, 2009, of
$865,848  and  a net loss of $727,576 during the six months ended June 30, 2010,
as compared to a net loss for the six months ended June 30, 2009, of $1,383,709.
The  decrease  for  the  3 months ending June 2010 compared to the June 2009 was
primarily due to lower non cash gain in derivative evaluation.

Liquidity and Capital Resources

We  have  had  a  history  of  losses from operations, as our expenses have been
greater  than  our revenues. Our accumulated deficit was $39,867,605 at June 30,
2010,  and  $34,709,124 at June 30, 2009. Net loss for the six months ended June
30,  2010,  was $727,576 as compared to $1,383,709 for the six months ended June
30,  2009. Our current liabilities exceeded our current assets by $17,665,509 as
of  June  30,  2010,  and  by $5,652,038 as of June 30, 2009. For the six months
ended  June 30, 2010 and 2009, we experienced negative cash flows from operating
activities of $1,113,203 and $1,792,906, respectively.

Cash

The amount of cash used in operating activities during the six months ended June
30,  2010,  increased  by  $252,345  driven  primarily  by decreases in Accounts
Payable and customer deposits due to higher manufacturing/sales.

Accounts Receivable

Trade  accounts  receivable,  net  of allowance for doubtful accounts, increased
$1,174,695  during  the  six  months ended June 30, 2010. We continue to monitor
individual  customer  accounts  and  are working to improve collections on trade
accounts receivable.

During  2007,  we agreed to provide services to PlayBev for initial development,
marketing,  and promotion of the Playboy-labeled energy beverages. We bill these
services  to  PlayBev  and  record  the  amount  as  an  account receivable. The
receivable,   recorded  as  a  receivable  due  from  related  party,  increased
$2,159,155  during  the six months ended June 30, 2010 to a total of $9,114,972,
of which $453,680 is considered current. As per our arrangement with PlayBev, we
anticipate  that  PlayBev  will  repay  the  receivable by netting out royalties
PlayBev  earns  from  beverage  distribution  sales, and which royalties we have
agreed  to  pay PlayBev out of anticipated beverage distribution sales. In March
2008,  we  began  accruing  interest  on  the  amount due from PlayBev. Interest
accrued  on  the PlayBev accounts receivable balance totaled $916,794 as of June
30, 2010.


                                       24
<PAGE>

Accounts payable and accrued liabilities

During the six months ended June 30, 2010, accounts payable, accrued liabilities
and short-term debt increased $4,564,271 to a combined balance of $14,463,614 as
of  June  30, 2010. The increase was driven primarily by an increase of $358,582
of  short-term  advances  and  an  increase of $2,476,375 in accrued liabilities
which  include a $260,000 of accrued settlement expense, an increase in Accounts
payable  of  $261,388.  The  balance  of the increase was the result of financed
marketing costs for PlayBev.

Liquidity and financing arrangements

We  have  a history of substantial losses from operations, as well of history of
using rather than providing cash in operations. We had an accumulated deficit of
$39,867,605, along with a total stockholders' deficit of $9,259,954, at June 30,
2010.  In  addition,  we have used, rather than provided, cash in our operations
for  the  six  months  ended  June 30, 2010 and 2009, of $35,943 and $1,792,906,
respectively.  During  the six months ended June 30, 2010, our monthly operating
costs and interest expense averaged approximately $330,000 per month.

In conjunction with our efforts to improve our results of operations we are also
actively seeking infusions of capital from investors, and are seeking sources to
repay  our  existing convertible debentures. In our current financial condition,
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.
There can be no assurances that we will be successful in obtaining such capital.
If we issue additional shares for debt and/or equity, this will dilute the value
of our common stock and existing shareholders' positions.

There  can  be  no  assurance  that we will be successful 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 fail to obtain
such  financing and improve our results of operations, we will be unable to meet
our obligations as they become due. That would raise substantial doubt about our
ability to continue as a going concern.

Convertible Debentures

Highgate  House  Funds,  Ltd.  -  In May 2005, we entered into an agreement with
Highgate  House  Funds,  Ltd  ("Highgate"),  a  fund launched by Cornell Capital
Partners,  to  issue  a $3,750,000, 5 percent Secured Convertible Debenture (the
"Debenture").  The Debenture was originally due December 2007, and is secured by
all  of  our  assets.  Highgate  extended  the maturity date of the Debenture to
December  31,  2008.  As  of  January  1, 2008 the interest rate increased to 12
percent.  On  August  11,  2009,  we  entered  into a forbearance agreement (the
"Forbearance  Agreement")  with  YA  Global  Investment  L.P.  ("YA Global"), an
assignee  of  Highgate.  We agreed to repay our obligations under the Debentures
per an agreed schedule.

Since  then,  the  Company  defaulted  on  its payments obligation but is in the
process  of  negotiating  another forbearance agreement extending payments until
August 2011.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  our  option, elect to pay accrued
interest  in cash or shares of our common stock, with the conversion price to be
used to determine the number of shares of common stock being equal to 85 percent
of  the lowest closing bid price of our common stock during the ten trading days
prior to the payment day. Interest accrued during the six months ending June 30,
2010,  totaled  $36,902.  The balance of accrued interest owed at June 30, 2010,
was $41,885.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults under the Debenture, and/or converting the Debenture
into  shares  of  the  Company's  common  stock,  until  the  earlier of (i) the
occurrence  of a termination event (as defined in the Forbearance Agreement), or
(ii) the termination date of the Forbearance Agreement. Nothing contained in the
Forbearance  Agreement constitutes a waiver by YA Global of any default or event
of  default,  whether  existing  at  the  time  of  the Forbearance Agreement or
thereafter  arising,  and/or  its  right to convert the Debenture into shares of
Common  Stock.  The  Forbearance  Agreement  only constitutes an agreement by YA
Global  to  forbear from enforcing its rights and remedies and/or converting the
Debenture  into  shares  of  common  stock  of  the  Company  upon the terms and
conditions  set  forth  in  the  agreement.  As  of the date of this Report, the
Company and YA Global were in the process of amending the Forbearance Agreement.
The  Company  has  made two payments "good faith" payments of $25,000 each for a
total of $50,000 as part of the amendment process.


                                       25
<PAGE>

We  determined  that  certain  conversion  features  of the Debenture fell under
derivative  accounting treatment. The carrying value of the Debenture as of June
30,  2010 was $620,136. The fair value of the derivative liability stemming from
the debenture's conversion feature was determined to be $0 as of June 30, 2010.

YA  Global  December  Debenture - In December 2005, we entered into an agreement
with  YA  Global  to issue a $1,500,000, 5 percent Secured Convertible Debenture
(the  "December  Debenture"). The December Debenture was originally due July 30,
2008,  and  has  a security interest in all the Company's assets, subordinate to
the  Highgate  security  interest.  YA Global also agreed to extend the maturity
date  of  the December Debenture to December 31, 2008. As of January 1, 2008 the
interest  rate  was increased to 12 percent. On August 11, 2009, the Company and
YA  Global,  an  assignee  of Highgate, entered into a forbearance agreement and
related  agreements. The Company agreed to repay the Company's obligations under
the Debentures per an agreed schedule.

Since  then,  the  Company  defaulted  on  its  payment obligation but is in the
process  of  negotiating  another forbearance agreement extending payments until
August 2011.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  its  option, elect to pay accrued
interest  in cash or shares of our common stock, with the conversion price to be
used to determine the number of shares of common stock being equal to 85 percent
of  the  lowest  closing  bid price of the Company's common stock during the ten
trading  days  prior  to the payment day. Interest accrued during the six months
ending  June  30, 2010, totaled $89,260. The balance of accrued interest owed at
June 30, 2010, was $261,373.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under the December Debenture, and/or converting the
December  Debenture into shares of the Company's common stock, until the earlier
of  (i)  the  occurrence  of  a termination event (as defined in the Forbearance
Agreement),  or  (ii) the termination date of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to convert the December
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies and/or converting the December Debenture into shares of common stock of
the Company upon the terms and conditions set forth in the agreement.

As  of the date of this Report, the Company and YA Global were in the process of
amending  the  Forbearance  Agreement.  The  Company has made two payments "good
faith"  payments of $25,000 each for a total of $50,000 as part of the amendment
process.

We  also  granted  YA  Global  registration  rights related to the shares of the
Company's  common  stock issuable upon the conversion of the December Debenture.
As of the date of this Report, no registration statement had been filed.

As  of  June 30, 2010, YA Global had not converted any of the December Debenture
into  shares  of  the Company's common stock. As a result, the carrying value of
the  debenture  as  of June 30, 2010, remains $1,500,000. We determined that the
conversion  features  on the December Debenture and the associated warrants fell
under  derivative  accounting  treatment.  The  fair  value  of  the  derivative
liability  stemming  from the December Debenture's conversion feature as of June
30, 2010, was determined to be $0.

YA  Global  August Debenture - In August 2006, we entered into another agreement
with  YA  Global  relating  to  the issuance by the Company of another 5 percent
Secured  Convertible  Debenture,  originally due in April 2009, in the principal
amount of $1,500,000 (the "August Debenture").


                                       26
<PAGE>

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  its  option, elect to pay accrued
interest  in cash or shares of our common stock, with the conversion price to be
used to determine the number of shares of common stock being equal to 85 percent
of  the  lowest  closing  bid price of the Company's common stock during the ten
trading  days  prior  to the payment day. Interest accrued during the six months
ending  June  30, 2010, totaled $61,560. The balance of accrued interest owed at
June 30, 2010, was $463,959.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under  the  August Debenture, and/or converting the
August Debenture into shares of the Company's common stock, until the earlier of
(i)  the  occurrence  of  a  termination  event  (as  defined in the Forbearance
Agreement),  or  (ii) the termination date of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to  convert  the August
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies  and/or  converting the August Debenture into shares of common stock of
the  Company upon the terms and conditions set forth in the agreement. As of the
date  of  this Report, the Company and YA Global were in the process of amending
the  Forbearance  Agreement.  The  Company  has  made  two payments "good faith"
payments  of  $25,000  each  for  a  total  of  $50,000 as part of the amendment
process.

In  connection with the August Purchase Agreement, we also agreed to grant to YA
Global  warrants  (the  "Warrants")  to  purchase up to an additional 15,000,000
shares  of  our  common  stock. The Warrants have an exercise price of $0.06 per
share,  and  originally were to expire three years from the date of issuance. In
connection  with  the  Forbearance  Agreement,  the  term  of these warrants was
extended  to August 23, 2010. The Warrants also provide for cashless exercise if
at  the  time of exercise there is not an effective registration statement or if
an  event of default has occurred. As a result of the May 2007 1.2-for 1 forward
stock   split,  the  effective  number  of  outstanding  warrants  increased  to
18,000,000.

In  connection  with  the  issuance  of the August Debenture, we also granted YA
Global  registration rights related to the common stock issuable upon conversion
of the August Debenture and the exercise of the Warrants. As of the date of this
report, no registration statement had been filed.

We  determined  that  the  conversion  features  on the August Debenture and the
associated  warrants  fell under derivative accounting treatment. The fair value
of  the  derivative  liability  arising  from  the August Debenture's conversion
feature and warrants was $250 as of December 31, 2009. Include carrying value of
note $1,041,218.

Please  see  the section below, "Debentures - Forbearance Agreement," for a more
complete discussion of the Forbearance Agreement.

Debentures  -  Forbearance  Agreement.  On  August  11, 2009, the Company and YA
Global  entered  into the Forbearance Agreement related to the three convertible
debentures issued by the Company to YAGlobal or its predecessor entities.

Under  the  terms  of the Forbearance Agreement, the Company agreed to waive any
claims  against  YAGlobal,  entered  into a Global Security Agreement (discussed
below),  a  Global  Guaranty  Agreement (discussed below), and an amendment of a
warrant  granted  to  YA  Global  in  connection with the issuance of the August
Debenture;  agreed to seek to obtain waivers from the Company's landlords at its
properties  in  Utah, California, and Arkansas; agreed to seek to obtain deposit
account control agreements from the Company's banks and depository institutions;
and to repay the Company's obligations under the Debentures.

The  repayment terms of the Forbearance Agreement required an initial payment of
$125,000  upon signing the agreement. Beginning September 1, 2009 through May 1,
2010  monthly  payments  ranging  from  $150,000  to  $300,000 are due for total
payments of $2,825,000. The remaining balance was due July 1, 2010.

Since  then,  the  Company  defaulted  on  its  payment obligation but is in the
process  of  negotiating  another forbearance agreement extending payments until
August 2011.

Pursuant to the Forbearance Agreement, the Company, subject to the consent of YA
Global,  may  choose to pay all or any portion of the monthly payments in common
stock,  at  a  conversion price used to determine the number of shares of common
stock  equal  to  85  percent  of  the lowest closing bid price of the Company's
common stock during the ten trading days prior to the payment date.


                                       27
<PAGE>

YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  and/or converting the Debentures into shares of the
Company's  common  stock,  until  the earlier of the occurrence of a Termination
Event (as defined in the Forbearance Agreement), or July 1, 2010.

The  Company,  YA Global, and certain of the Company's subsidiaries also entered
into  a Global Security Agreement (the "GSA") in connection with the Forbearance
Agreement. Under the GSA, the Company and the participating subsidiaries pledged
and granted to YA a security interest in all assets and personal property of the
Company  and  each  participating  subsidiary  as  security  for  the payment or
performance in full of the obligations set forth in the Forbearance Agreement.

Additionally,  the Company, YA Global, and certain of the Company's subsidiaries
also entered into a Global Guaranty Agreement (the "GGA") in connection with the
Forbearance  Agreement.  Under  the  GGA,  the  Company  and  the  participating
subsidiaries  guaranteed to YA Global the full payment and prompt performance of
all of the obligations set forth in the Forbearance Agreement.

As  of the date of this report, the Company and YA Global were in the process of
amending  the  Forbearance  Agreement.  The  Company has made two payments "good
faith"  payments of $25,000 each for a total of $50,000 as part of the amendment
process.

Other Convertible Instruments

We  currently  have  issued and outstanding options, warrants, convertible notes
and  other  instruments for the acquisition of our common stock in excess of the
available  authorized but unissued shares of common stock provided for under our
Articles  of  Incorporation, as amended. As a consequence, in the event that the
holders  of  such  instruments  requiring  the  issuance, in the aggregate, of a
number  of  shares of common stock that would, when combined with the previously
issued and outstanding common stock of the Company exceed the authorized capital
of  the  Company,  seek  to  exercise their rights to acquire shares under those
instruments,  we will be required to increase the number of authorized shares or
effect  a reverse split of the outstanding shares in order to provide sufficient
shares for issuance under those instruments.

Critical accounting estimates

Revenue  Recognition  -  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  signed  an  Assignment  and Exclusive Services Agreement with GMA, a related
party,  whereby  revenues and all associated performance obligations under GMA's
web-hosting  and  training  contracts  were  assigned  to  us. Accordingly, this
revenue  is  recognized  in our financial statements when it is collected, along
with our revenue of CirTran Online Corporation.

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 ASC 840-10, Accounting for Leases.

We  have entered into a Manufacturing, Marketing and Distribution Agreement with
PlayBev,  a  related  party,  whereby  we  are the vendor of record in providing
initial development, promotional, marketing, and distribution services marketing
and  distribution  services.  Accordingly,  all  amounts  billed  to  PlayBev in
connection  with the development and marketing of its new energy drink have been
included in revenue.


                                       28
<PAGE>

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.  Long-lived  asset  costs are
amortized over the estimated useful life of the asset, which is typically 5 to 7
years. Amortization expense was $111,113 and $111,113 for the three months ended
June  30,  2010 and 2009, respectively and was $222,227 and $222,227 for the six
months ended June 30, 2010 and 2009, respectively.

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 separate 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
the  Black-Scholes  model.  The  fair  value  of  the derivative instruments are
measured each quarter.

Registration  Payment  Arrangements  - On January 1, 2007, we adopted ASC 815-40
Accounting  for  Registration  Payment  Arrangements.  Under ASC 815-40, and ASC
450-10,  Accounting  for Contingencies, a registration payment arrangement is an
arrangement  where  (a)  we  have  agreed  to  file a registration statement for
certain  securities  with  the  SEC and have the registration statement declared
effective  within  a  certain time period; and/or (b) we will endeavor to keep a
registration  statement  effective  for  a  specified  period  of  time; and (c)
transfer  of  consideration  is  required if we fail to meet those requirements.
When   we   issues   an  instrument  coupled  with  these  registration  payment
requirements,  we  estimate  the amount of consideration likely to be paid under
the  agreement,  and  offsets such amount against the proceeds of the instrument
issued.  The  estimate  is then reevaluated at the end of each reporting period,
and  any  changes  recognized  as  a  registration  penalty  in  the  results of
operations.  As  further  described  in  Note  9  to  the consolidated financial
statements,  we have instruments that contain registration payment arrangements.
The  effect  of implementing this has not had a material effect on the financial
statements  because  we  consider  probability of payment under the terms of the
agreements to be remote.

Stock-Based  Compensation - Effective January 1, 2006, we adopted the provisions
of  ASC  718-10,  Accounting  for Stock Issued to Employees, for our stock-based
compensation  plans. We previously accounted for our plans under the recognition
and  measurement principles of Accounting Standards No. 25, Accounting for Stock
Issued  to  Employees  ("APB  25")  and  related  interpretations and disclosure
requirements established by ASC 718-10, Accounting for Stock-Based Compensation,
as amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition
and Disclosure.

Under  APB  25,  no  compensation  expense  was  recorded  in  earnings  for our
stock-based  options  granted  under our compensation plans, since the intrinsic
value  of the options was zero. The pro forma effects on net income and earnings
per  share  for  the  options  and  awards  granted under the plans were instead
disclosed  in a note to the consolidated financial statements. Under ASC 718-10,
all  stock-based  compensation  is measured at the grant date, based on the fair
value  of  the option or award, and is recognized as an expense in earnings over
the  requisite  service  period, which is typically through the date the options
vest.

We  adopted ASC 718-10 using the modified prospective method. Under this method,
compensation  cost  would've  been recognized over the remaining service periods
for  the unvested portion of all stock-based options and awards granted prior to
January  1,  2006, that remained outstanding, based on the grant-date fair value
measured  under  the  original  provisions  of  ASC  718-10  for  pro  forma and
disclosure  purposes. However, no such options were outstanding as of January 1,
2006.  There  were  5.5  million options granted from the 2004 Stock Plan during
2006  that  resulted in $65,616 in compensation cost which would have previously
been presented in a pro forma disclosure, as discussed above.



                                       29
<PAGE>

We  utilized  the  Black-Scholes  model for calculating the fair value pro forma
disclosures  under  ASC 718-10, and will continue to use this model, which is an
acceptable valuation approach under ASC 718-10.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

Our  exposure  to  market risk is limited to interest rate sensitivity, which is
affected  by  changes  in  the  general  level  of U.S. interest rates. Our cash
equivalents  are  invested  with  high  quality  issuers and limit the amount of
credit  exposure  to  any  one  issuer. Due to the short-term nature of the cash
equivalents,  we  believe  that we are not subject to any material interest rate
risk as it relates to interest income. All outstanding debt instruments at March
31,  2010,  had  fixed interest rates and were therefore not subject to interest
rate risk.

We  did  not  have  any  foreign  currency  hedges or other derivative financial
instruments as of March 31, 2010. We do not enter into financial instruments for
trading  or  speculative  purposes  and  do  not  utilize  derivative  financial
instruments.  Our  operations are conducted in the United States and as such are
not subject to foreign currency exchange rate risk.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The  Company  carried  out  an  evaluation,  under  the supervision and with the
participation  of  management,  including  our  Chief  Executive Officer / Chief
Financial  Officer,  of  the  effectiveness  of  the design and operation of the
Company's  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 June 30,
2010.  Based  on  our  evaluation, our Chief Executive Officer / Chief Financial
Officer has concluded that the Company's disclosure controls and procedures were
not  effective at June 30, 2010, due to the fact that the material weaknesses in
the  Company's  internal  control  over  financial  reporting  described  in the
Company's  Annual  Report  on  Form  10-K for the fiscal year ended December 31,
2009, have not been remediated as of June 30, 2010.

These weaknesses are continuing. Management and the Board of Directors are aware
of  these  weaknesses  that  result  because  of  limited  resources  and staff.
Management  has started the process of formally documenting the key processes of
the  Company  as  a  starting point for improved internal control over financial
reporting.  Efforts  to fully implement the processes we have designed have been
put  on hold due to limited resources, but we anticipate a renewed focus on this
effort  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.

Changes in Internal Control over Financial Reporting

There  was  no  change  in  our  internal  control over financial reporting that
occurred  in  the  second  quarter  of  2010 that has materially affected, or is
reasonably  likely  to  materially  affect  our  internal control over financial
reporting.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Advanced    Beauty    Solutions,    LLC,    v.    CirTran    Corporation,   Case
No.1:08-ap-01363-GM. In connection with prior litigation between Advanced Beauty
Solutions  ("ABS")  and  the Company, ABS claimed non-performance by the Company
and  filed  an  adversary  proceeding in ABS's bankruptcy case proceeding in the
United  States  Bankruptcy  Court,  Central District of California, San Fernando
Valley  Division.  On  March  17, 2009, the Bankruptcy Court entered judgment in
favor  of ABS and against the Company in the amount of $1,811,667 plus interest.
On  September  11, 2009, the Bankruptcy Court denied the Company's motion to set
aside  the  judgment.  As of the date of this report, ABS is pursuing collection
efforts on this judgment.


                                       30
<PAGE>

Apex  Maritime  Co.  (LAX),  Inc. v. CirTran Corporation, CirTran Asia, Inc., et
al.,  California  Superior  Court,  Los Angeles County, SC098148. Plaintiff Apex
Maritime  Co. (LAX), Inc. ("Apex") filed a complaint on May 8, 2008, against the
Company and CirTran Asia, the Company's subsidiary, claiming breach of contract,
nonpayment  on  open  book  account,  non-payment  of  an  account  stated,  and
non-payment  for  services,  seeking  approximately  $62,000 against the Company
and$121,000  against CirTran Asia. The Company and CirTran Asia answered on June
9,  2008.  The  parties  subsequently  entered  into  a  Release  and Settlement
Agreement  pursuant  to  which  the  Company  and  CirTran Asia agreed to pay an
aggregate  of$195,000  in  monthly  payments.  In the event of default under the
Release  and  Settlement  Agreement, the Plaintiffs could file a Stipulation for
Entry  of  Judgment  in the amount of $195,000, minus any amounts paid under the
Release  and  Settlement  Agreement.  On  February  26, 2009, the Stipulation of
Judgment  was  filed,  granting the California court jurisdiction to enforce the
Release  and  Settlement  Agreement.  On  March  3,  2009, the court entered its
judgment  pursuant to the Release and Settlement Agreement. On April 23, 2009, a
Judgment  Enforcing  Settlement  was  entered  against  CirTran  Corporation and
CirTran  Asia,  Inc., jointly and severally in the principal amount of $173,000,
plus  fees  of  $1,800and  costs of $40. On October 28, 2009, the Third Judicial
District  Court,  District  of Utah, West Jordan Department, entered an Order in
Supplemental  Proceedings,  with  which  the  Company complied. The parties have
engaged in settlement negotiations. These amounts have been accrued in full as a
liability.

Fortune  Resources  LLC  v.  CirTran  Beverage  Corp, Civil No. 090401259, Third
Judicial  District  Court, Salt Lake County, State of Utah. On February 5, 2009,
the  plaintiff  filed a complaint against CirTran Beverage, claiming non-payment
for  goods  in  the  amount  of  $121,135.  CirTran Beverage filed its answer on
March10,  2009,  denying  the allegations in the Complaint. CirTran Beverage and
Fortune  Resources  engaged  in  settlement  negotiations,  and  on May 3, 2010,
pursuant to which Fortune Resources agreed to dismiss the suit upon receipt from
CirTran  of  $50,000  pursuant to a payment schedule. As of August 22, 2010, the
Company has made its scheduled payments timely.

Global  Freight  Forwarders v. CirTran Asia, Civil No. 080925731, Third Judicial
District  Court,  Salt  Lake  County,  State  of Utah. On December 18, 2008, the
plaintiff  filed  a complaint against CirTran Asia, claiming breach of contract,
breach  of  the  duty  of  good  faith  and fair dealing, and unjust enrichment,
seeking  approximately  $260,000.  The  Complaint  was served on CirTran Asia on
January  5,  2009.  On  February  12,  2009,  CirTran  Asia  filed  its  answer.
Thereafter,  CirTran Asia filed an amended answer and counterclaim. Discovery is
complete,  and the plaintiff filed a certificate of readiness for trial with the
Court.  CirTran Asia intends to defend vigorously against the allegations in the
Complaint.

Dr.  Najib Bouz v. CirTran Beverage Corp, Iehab Hawatmeh and Does 1-20, Superior
Court for the State of California, County of Los Angeles, Civil No. KC053818. On
September  12,  2008,  the  plaintiff  filed  a  complaint,  seeking  a judgment
for$52,500  plus  attorneys'  fees  and certain costs, against CirTran Beverage,
Iehab  Hawatmeh  and  unnamed  others,  claiming breach of contract and fraud in
connection  with  a  certain  promissory note. CirTran Beverage and Mr. Hawatmeh
answered,  denying  liability.  On  August  11, 2009, the parties entered into a
settlement agreement whereby the claims against Mr. Hawatmeh were dismissed with
prejudice,  and  the  Company agreed to pay Dr. Bouz $63,000 over a twelve month
period.  The Company has made 9 monthly payments but is in default of the $5,250
monthly payments that were due on June 28, 2010, and July 28, 2010.

Dr.  Paul  Bouz v. CirTran Beverage Corp, Iehab Hawatmeh and Does 1-20, Superior
Court for the State of California, County of Los Angeles, Civil No. KC053819. On
September  12,  2008,  the  plaintiff  filed  a  complaint,  seeking  a judgment
for$52,500  plus  attorneys'  fees  and certain costs, against CirTran Beverage,
Iehab  Hawatmeh  and  unnamed  others,  claiming breach of contract and fraud in
connection  with  a  certain  promissory note. CirTran Beverage and Mr. Hawatmeh
answered,  denying  liability.  On  August  11, 2009, the parties entered into a
settlement agreement whereby the claims against Mr. Hawatmeh were dismissed with
prejudice,  and  the  Company agreed to pay Dr. Bouz $63,000 over a twelve month
period. The Company has made 10 monthly payments but is in default of the $5,250
monthly  payments  that  were  due  on May 28, 2010, June 28, 2010, and July 28,
2010.


                                       31
<PAGE>

NA  CL&D  Graphics  v.  CirTran  Beverage  Corp., Case No. 09V01154, Circuit Ct,
Waukesha  County, Wisconsin. On or about March 23, 2009, CL&D filed an action in
the  above  court,  alleging  claims  for breach of contract, unjust enrichment,
promissory  estoppel,  and  seeking  damages  of  at  least  $25,488  along with
attorneys'  fees  and  costs.  CirTran Beverage Corp is reviewing the matter and
intends to defend vigorously against the allegations in the complaint.

Old  Dominion  Freight  Line  v. CirTran Corporation, Civil No. 090426290, Third
Judicial  District  Court,  Salt Lake County, State of Utah. On May 5, 2010, the
Court entered an Order in Supplemental Proceedings in connection with a judgment
in  favor  of  Old Dominion and against CirTran in the amount of $33,187.34. The
Company  has engaged in settlement negotiations. These amounts have been accrued
in full as a liability.

YA  Global Investments, LP v. CirTran Corporation, Third Judicial District Court
of  Salt  Lake  County,  State of Utah, case no. 100911400. On June 25, 2010, YA
Global  filed  a  lawsuit  against  the  Company  asserting claims for breach of
contract, breaches of the uniform commercial code, and replevin. YA Global seeks
a  judgment  in the amount of $4,193,380.02 plus interest and attorneys fees, as
well  as  a  writ  of  replevin to compel the Company to turn over equipment and
other  property  that  YA  Global  claims  was  pledged  as collateral to secure
obligations owing to YA Global. The Company does not dispute that it is indebted
to  YA  Global in the amount of $3,161,355 plus interest, but the Company denies
that  it  is  in  breach  of its payment obligations because YA Global agreed to
restructure  the payment schedule and CirTran relied on this agreement. There is
no certainty as to the positive resolution of these suit.

LIB-MP  Beverage,  LLC  v.  PlayBeverages,  LLC,  CirTran  Beverage Corporation,
CirTran  Corporation,  Iehab  Hawatmeh,  and  Fadi  Nora, United States District
Court,  Central  District  of California, Case No. CV10-2814. On March 25, 2010,
LIB-MP  Beverages,  LLC,  filed a complaint asserting claims for fraud, specific
performance,  breach  of  contract, breach of the implied covenant of good faith
and   fair   dealing,   declaratory   relief  and  accounting  (the  "California
Litigation"). The amount of damages claimed in the California Litigation was not
specified.  On April 29, 2010, the Company filed claims against LIB-MP Beverage,
LLC,  American  Sales  &  Merchandising,  LLC, Warner Depuy, Michael Liberty and
Jeffrey Pollack in the Third Judicial District Court, Salt Lake County, State of
Utah,  seeking  a  declaratory judgment on the claims asserted in the California
litigation,   and  further  asserting  claims  for  tortious  interference  with
contractual  relations,  breaches  of  fiduciary  duties,  fraud  and  negligent
misrepresentations.  On  June  21,  2010,  the complaint filed in the California
Litigation was dismissed without prejudice for lack of jurisdiction.

Jimmy  Esebag  v. CirTran Corporation and Fadi Nora, Superior Court of the State
of  California,  Los  Angeles  County,  Case No. BC296162. On July 15, 2010, the
court  entered  judgment  against  the Company in the amount of $68,269.92 based
upon the Company's failure to make payments when due under a settlement with Mr.
Esebag.

Desiree  Liston  v. CirTran Media Corp. d/b/a Diverse Media Group Corp., Circuit
Court  of  Benton  County,  Arkansas,  Case No. CV2010-2448-6. On July 28, 2010,
Desiree  Liston  filed  a  complaint  seeking an unspecified amount in excess of
$75,000  based  on allegations of breach of an Employment Agreement. The Company
believes that this claim has no merit and intends to defend it vigorously.

Gordon  Jensen,  d/b/a  Gordon  Jensen Trucking v. CirTran Corp., Third Judicial
District Court of Salt Lake County, State of Utah, case no.108900934. On May 28,
2010,  plaintiff  brought an action seeking $7,145 for nonpayment of services. A
small claims hearing is scheduled for August 26, 2010.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the six months period ended June 30, 2009, we issued shares of our common
stock  without registering those securities under the Securities Act of 1933, as
amended ("Securities Act") as follows:

      o     65,088,757  shares  for  payment  of  $110,000  of  principal on the
            debenture  to  YA Global (see Note 8). Associated with the debenture
            conversion   payment  was  a  related  decrease  in  the  derivative
            liability of $62,741.

      o     7,621,580  of  common  shares  to YA Global for payment of $7,622 of
            principal on the August Debenture.

The  shares  of common stock were issued without registration under the 1933 Act
in  reliance  on  Section  4(2)  of  the  1933 Act and the rules and regulations
promulgated there under.

No share have been issued in 2010.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None


                                       32
<PAGE>

Item 4.  (Removed and Reserved)

None

Item 5.  Other Information

None.


Item 6.  Exhibits


Exhibit No.      Document
-----------      --------


3.1         Articles  of Incorporation (previously filed as Exhibit No. 2 to our
            Current  Report  on  Form 8-K, filed with the Commission on July 17,
            2000, and incorporated herein by reference).

3.2         Bylaws  (previously  filed as Exhibit No. 3 to our Current Report on
            Form   8-K,  filed  with  the  Commission  on  July  17,  2000,  and
            incorporated herein by reference).

10.1        Securities   Purchase  Agreement  between  CirTran  Corporation  and
            Highgate  House  Funds,  Ltd.,  dated as of May 26, 2005 (previously
            filed  as  an  exhibit  to the Company's Current Report on Form 8-K,
            filed  with  the Commission on June 3, 2005, and incorporated herein
            by reference).

10.2        Form  of  5  percent  Convertible  Debenture, due December 31, 2007,
            issued by CirTran Corporation (previously filed as an exhibit to the
            Company's  Current  Report on Form 8-K, filed with the Commission on
            June 3, 2005, and incorporated herein by reference).

10.3        Investor  Registration  Rights Agreement between CirTran Corporation
            and Highgate House Funds, Ltd., dated as of May 26, 2005 (previously
            filed  as  an  exhibit  to the Company's Current Report on Form 8-K,
            filed  with  the Commission on June 3, 2005, and incorporated herein
            by reference).

10.4        Security  Agreement  between  CirTran Corporation and Highgate House
            Funds,  Ltd.,  dated  as  of  May  26,  2005 (previously filed as an
            exhibit  to the Company's Current Report on Form 8-K, filed with the
            Commission on June 3, 2005, and incorporated herein by reference).

10.5        Escrow  Agreement between CirTran Corporation, Highgate House Funds,
            Ltd.,  and David Gonzalez dated as of May 26, 2005 (previously filed
            as  an  exhibit  to  the Company's Current Report on Form 8-K, filed
            with  the  Commission  on  June  3, 2005, and incorporated herein by
            reference).

10.6        Settlement  Agreement and Mutual Release between CirTran Corporation
            and Howard Salamon d/b/a/ Salamon Brothers, dated as of February 10,
            2006

10.7        Settlement  Agreement  by  and  among  Sunborne  XII,  LLC,  CirTran
            Corporation, and others named therein, dated as of January 26, 2006

10.8        Employment  Agreement  with  Richard Ferrone (previously filed as an
            exhibit to a Current Report on Form 8-K filed with the Commission on
            May 15, 2006, and incorporated here in by reference).

10.9        Marketing  and  Distribution  Agree  between CirTran Corporation and
            Harrington  Business Development, Inc., dated as of October 24, 2005
            (previously filed as an exhibit to the Company's Quarterly Report on
            Form  10-QSB  filed  with  the  Commission  on  May  19,  2006,  and
            incorporated here in by reference).

10.10       Amendment  to  Marketing  and  Distribution  Agree  between  CirTran
            Corporation  and  Harrington Business Development, Inc., dated as of
            March  31,  2006  (previously  filed  as an exhibit to the Company's
            Quarterly Report on Form 10-QSB filed with the Commission on May 19,
            2006, and incorporated here in by reference).


                                       33
<PAGE>


10.11       Amendment  No.  1 to Investor Registration Rights Agreement, between
            CirTran Corporation and Highgate House Funds, Ltd., dated as of June
            15, 2006.

10.12       Amendment  No.  1 to Investor Registration Rights Agreement, between
            CirTran  Corporation  and  Cornell Capital Partners, LP, dated as of
            June 15, 2006.

10.13       Assignment  and  Exclusive  Services Agreement, dated as of April 1,
            2006,  by  and among Diverse Talent Group, Inc., Christopher Nassif,
            and  Diverse Media Group Corp. (a wholly owned subsidiary of Cirtran
            Corporation).

10.14       Employment  Agreement  between  Christopher Nassif and Diverse Media
            Group  Corp.,  dated  as  of  April  1, 2006 (previously filed as an
            exhibit  to  the Company's Current Report on Form 8-K filed with the
            Commission on June 2, 2006, and incorporated here in by reference).

10.15       Loan Agreement dated as of May 24, 2006, by and among Diverse Talent
            Group,  Inc.,  Christopher  Nassif,  and  Diverse  Media  Group Corp
            (previously  filed  as an exhibit to the Company's Current Report on
            Form 8-K filed with the Commission on June 2, 2006, and incorporated
            here in by reference).

10.16       Promissory  Note, dated May 24, 2006 (previously filed as an exhibit
            to  the  Company's  Current  Report  on  Form  8-K  filed  with  the
            Commission on June 2, 2006, and incorporated here in by reference).

10.17       Security Agreement, dated as of May 24, 2006, by and between Diverse
            Talent  Group, Inc., and Diverse Media Group Corp. (previously filed
            as an exhibit to the Company's Current Report on Form 8-K filed with
            the  Commission  on  June  2,  2006,  and  incorporated  here  in by
            reference).

10.18       Fraudulent   Transaction   Guarantee,  dated  as  of  May  24,  2006
            (previously  filed  as an exhibit to the Company's Current Report on
            Form 8-K filed with the Commission on June 2, 2006, and incorporated
            here in by reference).

10.19       Securities   Purchase  Agreement  between  CirTran  Corporation  and
            ANAHOP,  Inc.,  dated  as  of  May  24, 2006 (previously filed as an
            exhibit  to  the Company's Current Report on Form 8-K filed with the
            Commission on May 30, 2006, and incorporated here in by reference).

10.20       Warrant  for  10,000,000 shares of CirTran Common Stock, exercisable
            at  $0.15, issued to Albert Hagar (previously filed as an exhibit to
            the  Company's  Current Report on Form 8-K filed with the Commission
            on May 30, 2006, and incorporated here in by reference).

10.21       Warrant for 5,000,000 shares of CirTran Common Stock, exercisable at
            $0.15,  issued  to  Fadi Nora (previously filed as an exhibit to the
            Company's  Current  Report  on Form 8-K filed with the Commission on
            May 30, 2006, and incorporated here in by reference).

10.22       Warrant for 5,000,000 shares of CirTran Common Stock, exercisable at
            $0.25,  issued  to  Fadi Nora (previously filed as an exhibit to the
            Company's  Current  Report  on Form 8-K filed with the Commission on
            May 30, 2006, and incorporated here in by reference).

10.23       Warrant  for  10,000,000 shares of CirTran Common Stock, exercisable
            at  $0.50, issued to Albert Hagar (previously filed as an exhibit to
            the  Company's  Current Report on Form 8-K filed with the Commission
            on May 30, 2006, and incorporated here in by reference).

10.24       Asset  Purchase  Agreement, dated as of June 6, 2006, by and between
            Advanced  Beauty Solutions, LLC, and CirTran Corporation (previously
            filed  as  an  exhibit  to  the Company's Current Report on Form 8-K
            filed with the Commission on June 13, 2006, and incorporated here in
            by reference).

10.25       Securities   Purchase  Agreement  between  CirTran  Corporation  and
            ANAHOP,  Inc.,  dated  as  of  June 30, 2006 (previously filed as an
            exhibit  to  the Company's Current Report on Form 8-K filed with the
            Commission on July 6, 2006, and incorporated here in by reference).

10.26       Warrant  for  20,000,000 shares of CirTran Common Stock, exercisable
            at  $0.15, issued to Albert Hagar (previously filed as an exhibit to
            the  Company's  Current Report on Form 8-K filed with the Commission
            on July 6, 2006, and incorporated here in by reference).



                                       34
<PAGE>



10.27       Warrant  for  10,000,000 shares of CirTran Common Stock, exercisable
            at $0.15, issued to Fadi Nora (previously filed as an exhibit to the
            Company's  Current  Report  on Form 8-K filed with the Commission on
            July 6, 2006, and incorporated here in by reference).

10.28       Warrant  for  10,000,000 shares of CirTran Common Stock, exercisable
            at $0.25, issued to Fadi Nora (previously filed as an exhibit to the
            Company's  Current  Report  on Form 8-K filed with the Commission on
            July 6, 2006, and incorporated here in by reference).

10.29       Warrant for  23,000,000 shares of  CirTran Common Stock, exercisable
            at  $0.50, issued to Albert Hagar (previously filed as an exhibit to
            the  Company's  Current Report on Form 8-K filed with the Commission
            on July 6, 2006, and incorporated here in by reference).

10.30       Marketing and Distribution Agreement, dated as of April 24, 2006, by
            and  between  Media Syndication Global, LLC, and CirTran Corporation
            (previously  filed  as an exhibit to the Company's Current Report on
            Form   8-K   filed  with  the  Commission  on  July  10,  2006,  and
            incorporated here in by reference).

10.31       Lockdown  Agreement  by  and between CirTran Corporation and Cornell
            Capital Partners, LP, dated as of July 20, 2006 (previously filed as
            an  exhibit  to  the Company's Registration Statement on Form SB-2/A
            (File  No.  333-128549)  filed with the Commission on July 27, 2006,
            and incorporated herein by reference).

10.32       Lockdown  Agreement  by  and  among  CirTran Corporation and ANAHOP,
            Inc.,  Albert  Hagar,  and  Fadi  Nora,  dated  as  of July 20, 2006
            (previously  filed  as  an  exhibit  to  the  Company's Registration
            Statement  on  Form  SB-2/A  (File  No.  333-128549)  filed with the
            Commission on July 27, 2006, and incorporated herein by reference).

10.33       Talent   Agreement   between   CirTran   Corporation  and  Holyfield
            Management,  Inc., dated as of March 8, 2006 (previously filed as an
            exhibit to the Company's Registration Statement on Form SB-2/A (File
            No.  333-128549)  filed  with  the  Commission on July 27, 2006, and
            incorporated herein by reference).

10.34       Amendment  No.  2 to Investor Registration Rights Agreement, between
            CirTran  Corporation  and  Highgate  House  Funds, Ltd., dated as of
            August  10,  2006  (filed as an exhibit to Registration Statement on
            Form   SB-2   (File  No.  333-128549)  and  incorporated  herein  by
            reference).

10.35       Amendment  No.  2 to Investor Registration Rights Agreement, between
            CirTran  Corporation  and  Cornell Capital Partners, LP, dated as of
            August  10,  2006  (filed as an exhibit to Registration Statement on
            Form   SB-2   (File  No.  333-128549)  and  incorporated  herein  by
            reference).

10.36       Amended  Lock  Down  Agreement  by and among the Company and ANAHOP,
            Inc.,  Albert  Hagar,  and  Fadi Nora, dated as of November 15, 2006
            (filed  as  an  exhibit  to  the  Company's Quarterly Report for the
            quarter  ended  September  30,  2006,  filed  with the Commission on
            November 20, 2006, and incorporated herein by reference).

10.37       Amended  Lock  Down Agreement by and between the Company and Cornell
            Capital  Partners,  L.P.,  dated as of October 30, 2006 (filed as an
            exhibit  to  the  Company's  Quarterly  Report for the quarter ended
            September  30, 2006, filed with the Commission on November 20, 2006,
            and incorporated herein by reference).

10.38       Amendment to Debenture and Registration Rights Agreement between the
            Company  and Cornell Capital Partners, L.P., dated as of October 30,
            2006  (filed as an exhibit to the Company's Quarterly Report for the
            quarter  ended  September  30,  2006,  filed  with the Commission on
            November 20, 2006, and incorporated herein by reference).

10.39       Amendment  Number  2  to  Amended and Restated Investor Registration
            Rights  Agreement,  between  CirTran Corporation and Cornell Capital
            Partners, LP, dated January 12, 2007 (previously filed as an exhibit
            to  the  Company's  Current  Report  on  Form  8-K  filed  with  the
            Commission  on  January  19,  2007,  and  incorporated  here  in  by
            reference).

10.40       Amendment  Number  4  to  Investor  Registration  Rights  Agreement,
            between  CirTran Corporation and Cornell Capital Partners, LP, dated
            January  12,  2007(previously  filed  as an exhibit to the Company's
            Current  Report on Form 8-K filed with the Commission on January 19,
            2007, and incorporated here in by reference).


                                       35
<PAGE>

10.41       Licensing  and  Marketing  Agreement with Arrowhead Industries, Inc.
            dated  February  13,  2007  (previously  filed  as an exhibit to the
            Company's  Annual Report for the year ended December 31, 2006, filed
            with  the  Commission  on April 17, 2007, and incorporated herein by
            reference).

10.42       Amendment  to Employment Agreement for Iehab Hawatmeh, dated January
            1,  2007  (previously  filed  as  an exhibit to the Company's Annual
            Report  for  the  year  ended  December  31,  2006,  filed  with the
            Commission on April 17, 2007, and incorporated herein by reference)

10.43       Amendment to Employment Agreement for Shaher Hawatmeh, dated January
            1,  2007  (previously  filed  as  an exhibit to the Company's Annual
            Report  for  the  year  ended  December  31,  2006,  filed  with the
            Commission on April 17, 2007, and incorporated herein by reference)

10.44       Amendment  to  Employment Agreement for Trevor Siliba, dated January
            1,  2007  (previously  filed  as  an exhibit to the Company's Annual
            Report  for  the  year  ended  December  31,  2006,  filed  with the
            Commission on April 17, 2007, and incorporated herein by reference)

10.45       Amendment to Employment Agreement for Richard Ferrone dated February
            7,  2007  (previously  filed  as  an exhibit to the Company's Annual
            Report  for  the  year  ended  December  31,  2006,  filed  with the
            Commission on April 17, 2007, and incorporated herein by reference).

10.46       Assignment  and  Exclusive  Services Agreement with Global Marketing
            Alliance,  LLC, dated April 16, 2007 (previously filed as an exhibit
            to  the  Company's'  Current  Report  on  Form  8-K  filed  with the
            Commission on April 20, 2007, and incorporated herein by reference).

10.47       Employment  Agreement  for  Mr.  Sovatphone Ouk dated April 16, 2007
            (previously  filed as an exhibit to the Company's' Current Report on
            Form   8-K  filed  with  the  Commission  on  April  20,  2007,  and
            incorporated herein by reference).

10.48       Triple  Net  Lease  between  CirTran Corporation and Don L. Buehner,
            dated  as  of  May  4,  2007  (previously filed as an exhibit to the
            Company's'  Current  Report on Form 8-K filed with the Commission on
            May 10, 2007, and incorporated herein by reference).

10.49       Commercial  Real Estate Purchase Contract between Don L. Buehner and
            PFE Properties, L.L.C., dated as of May 4, 2007 (previously filed as
            an  exhibit  to the Company's' Current Report on Form 8-K filed with
            the   Commission  on  May  10,  2007,  and  incorporated  herein  by
            reference).

10.50       Exclusive  Manufacturing,  Marketing,  and  Distribution  Agreement,
            dated  as  of  May  25,  2007 (previously filed as an exhibit to the
            Company's'  Current  Report on Form 8-K filed with the Commission on
            June 1, 2007, and incorporated herein by reference).

10.51       Exclusive Manufacturing, Marketing, and Distribution Agreement, with
            Full  Moon Enterprises, Inc. dated as of June 8, 2007, pertaining to
            the  Ball  Blaster(TM)  (previously  filed  as  an  exhibit  to  the
            Company's' Quarterly Report on Form 10-QSB filed with the Commission
            on August 20, 2007, and incorporated herein by reference).

10.52       Amended   and   Restated  Exclusive  Manufacturing,  Marketing,  and
            Distribution  Agreement,  dated  as  of  August 21, 2007 (previously
            filed  as  an  exhibit  to  the Company's Current Report on Form 8-K
            filed  with  the  Commission on September 24, 2007, and incorporated
            herein by reference).

10.53       Exclusive  Sales  Distribution/Representative Agreement, dated as of
            August  23,  2007  (previously  filed as an exhibit to the Company's
            Current  Report  on  Form 8-K filed with the Commission on September
            24, 2007, and incorporated herein by reference).

10.54       Settlement  Agreement  between  CirTran  Corporation  and  Trevor M.
            Saliba,  dated as of August 15, 2007 (previously filed as an exhibit
            to  the  Company's  Current  Report  on  Form  8-K  filed  with  the
            Commission  on  September  24,  2007,  and  incorporated  herein  by
            reference).

10.55       Exclusive   Manufacturing,   Marketing  and  Distribution  Agreement
            between   CirTran  Corporation  and  Shaka  Shoes,  Inc.,  a  Hawaii
            corporation (previously filed as an exhibit to the Company's Current
            Report  on Form 8-K, filed with the Commission on February 11, 2008,
            and incorporated herein by reference).


                                       36
<PAGE>

10.56       Amendment  Number  3  to  Amended and Restated Investor Registration
            Rights   Agreement,   between  CirTran  Corporation  and  YA  Global
            Investments,  L.P.  (previously filed as an exhibit to the Company's
            Current  Report  on  Form 8-K, filed with the Commission on February
            12, 2008, and incorporated herein by reference).

10.57       Amendment  Number  6  to  Investor  Registration  Rights  Agreement,
            between   CirTran   Corporation  and  YA  Global  Investments,  L.P.
            (previously  filed  as an exhibit to the Company's Current Report on
            Form  8-K,  filed  with  the  Commission  on  February 12, 2008, and
            incorporated herein by reference).

10.58       Agreement   between   and   among  CirTran  Corporation,  YA  Global
            Investments,  L.P.,  and Highgate House Funds, LTD (previously filed
            as  an  exhibit  to  the Company's Current Report on Form 8-K, filed
            with the Commission on February 12, 2008, and incorporated herein by
            reference).

10.59       Promissory  Note  (previously  filed  as  an  exhibit to the Current
            Report  on Form 8-K, filed with the Commission on March 5, 2008, and
            incorporated herein by reference).

10.60       Form  of  Warrant  (previously  filed  as  an exhibit to the Current
            Report  on Form 8-K, filed with the Commission on March 5, 2008, and
            incorporated herein by reference).

10.61       Subscription Agreement between the Company and Haya Enterprises, LLC
            (previously  filed  as an exhibit to the Current Report on Form 8-K,
            filed  with the Commission on March 5, 2008, and incorporated herein
            by reference).

10.62       Promissory  Note  (previously  filed  as  an  exhibit to the Current
            Report  on Form 8-K, filed with the Commission on April 7, 2008, and
            incorporated herein by reference).

10.63       Subscription  Agreement  (previously  filed  as  an  exhibit  to the
            Current  Report  on  Form 8-K, filed with the Commission on April 7,
            2008, and incorporated herein by reference).

10.64       Promissory  Note  (previously  filed  as  an  exhibit to the Current
            Report  on  Form  8-K, filed with the Commission on May 1, 2008, and
            incorporated herein by reference).

10.65       Agreement   between   and   among  CirTran  Corporation,  YA  Global
            Investments,  L.P.,  and Highgate House Funds, LTD (previously filed
            as  an  exhibit  to  the  Current Report on Form 8-K, filed with the
            Commission   on   October  15,  2008,  and  incorporated  herein  by
            reference).

10.66       International Distribution Agreement between CirTran Corporation and
            Factor  Tequila  SA  de  CV  (previously  filed as an exhibit to the
            Current Report on Form 8-K, filed with the Commission on November 3,
            2008,  and  incorporated  herein  by  reference)  (Portions  of  the
            Agreement  have been redacted pursuant to a request for confidential
            treatment  filed  with the U.S. Securities and Exchange Commission.)

10.67       Forbearance  Agreement  between  CirTran  Corporation  and YA Global
            Investments  (previously  filed as an exhibit to a Current Report on
            Form  8-K,  filed  with  the  Commission  on  August  17,  2009, and
            incorporated herein by reference).

10.68       International  Distribution Agreement between CirTran Beverage Corp.
            and Tobacco Holding Group Sh.p.k. (previously filed as an exhibit to
            the  Annual  Report  on  Form  10-K/A,  filed with the Commission on
            November 16, 2009, and incorporated herein by reference)(Portions of
            the   Agreement  have  been  redacted  pursuant  to  a  request  for
            confidential  treatment  filed with the U.S. Securities and Exchange
            Commission.)

10.69       Stock  Purchase  Agreement  between  CirTran  Corporation  and Iehab
            Hawatmeh  (previously  filed  as  an exhibit to the Quarterly Report
            filed August 19, 2009, and incorporated herein by reference).


                                       37
<PAGE>

10.70       Stock  Purchase  Agreement between CirTran Corporation and Fadi Nora
            Hawatmeh  (previously  filed  as  an exhibit to the Quarterly Report
            filed August 19, 2009, and incorporated herein by reference).

31          Certification of President / Chief Financial Officer

32          Certification pursuant to 18 U.S.C. Section 1350 - President / Chief
            Financial Officer


                                   SIGNATURES

In  accordance  with  Section  13  or 15 (d) of the Exchange Act, the registrant
caused  this  report to be signed on its behalf by the understood thereunto duly
authorized.

                              CIRTRAN CORPORATION

                                         /s/ Iehab Hawatmeh
                                         ---------------------------------------
Dated: August 23, 2010                   By: Iehab Hawatmeh
                                         President, Chief Financial Officer
                                         (Principal Executive Officer, Principal
                                         Financial Officer)

In  accordance  with  the  Exchange  Act,  this  report  has  been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates indicated.

                                         /s/ Iehab Hawatmeh
                                         ---------------------------------------
Dated: August 23, 2010                   By: Iehab Hawatmeh
                                         President, Chief Financial Officer,
                                         Principal Executive Officer, Principal
                                         Financial Officer and Director







                                       38






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