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

                                  FORM 10-QSB/A
                                 Amendment No. 2

                                   (Mark One)
             / X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002
                                       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 0-26059

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



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


4125 South 6000 West
West Valley City, Utah                              84128
(Address of Principal Executive Offices)          (Zip Code)


                                 (801) 963-5112
                         (Registrant's telephone number)

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  proceeding  12 months and (2) has been subject to such filing  requirements
for the past 90 days.
                                            Yes X No _______


The number of shares outstanding of the registrant's  common stock as of May 20,
2002: 212,272,191.


Transitional Small Business Disclosure Format (check one):   Yes ___ No _X__


<PAGE>

The purpose of this amendment to CirTran Corporation's  Quarterly Report on Form
10-QSB is to show the effects of a fourth quarter  adjustment,  discussed in the
Company's  Annual Report on Form 10KSB for the year ended  December 31, 2001, on
the period ended March 31, 2001. Also the segment information  contained in Note
7 has been corrected.

This  amendment  does not  reflect  events  occurring  after  the  filing of the
Quarterly  Report on May 21,  2002,  the original  filing date of the  Quarterly
Report,  or modify or update those disclosures as presented in the original Form
10-QSB,  except to reflect the restatement as described  above,  and to describe
certain  subsequent  events in Note 8 to the  unaudited  Condensed  Consolidated
Financial Statements. Table of Contents

                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1     Condensed Consolidated Financial Statements

Balance Sheets as of March 31, 2002 (unaudited) and                          3
December 31, 2001

Statements of Operations for the Three Months ended                          4
March 31, 2002 (unaudited) and 2001 (unaudited)

Statements of Cash Flows for the Three Months ended                          5
March 31, 2002 (unaudited) and 2001 (unaudited)

Notes to Condensed Consolidated Financial Statements                         7
(unaudited)

Item 2       Management's Discussion and Analysis of Financial Condition and
             Results of Operation                                            11

PART II - OTHER INFORMATION

Item 1       Legal Proceedings                                               14

Item 2       Changes in Securities                                           15

Item 5       Other Information                                               16

Item 6       Exhibits and Reports on Form 8-K                                16

Signatures                                                                   16


<PAGE>



                          PART I. FINANCIAL INFORMATION

                       CIRTRAN CORPORATION AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               March 31,                       December 31,
                                                                         -----------------------          -----------------------
                                                                                  2002                             2001
                                                                         -----------------------          -----------------------

                                     ASSETS
Current assets
<S>                                                                      <C>                              <C>
  Cash and cash equivalents                                              $                  500           $                  499
  Trade accounts receivable, net of allowance for doubtful accounts
   accounts of $66,178 at March 31, 2002 and $66,316 at
   December 31, 2001                                                                    663,861                          369,250
  Inventories                                                                         1,956,496                        1,773,888
  Other                                                                                  93,626                           97,037
                                                                         -----------------------          -----------------------
         Total current assets                                                         2,714,483                        2,240,674

Property and equipment, at cost, net                                                  1,202,944                        1,333,925

Other assets, net                                                                        10,887                           10,887
                                                                         -----------------------          -----------------------
Total Assets                                                             $            3,928,314           $            3,585,486
                                                                         =======================          =======================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Checks written in excess of cash in bank                               $              149,677           $              159,964
  Accounts payable                                                                    1,709,795                        2,141,290
  Accrued liabilities                                                                 3,090,199                        3,071,191
  Notes payable to stockholders                                                               -                        1,390,125
  Current maturities of capital lease obligations                                             -                           41,206
  Current maturities of long-term notes payable                                       2,425,953                        3,269,157
                                                                         -----------------------          -----------------------
         Total current liabilities                                                    7,375,624                       10,072,933
                                                                         -----------------------          -----------------------

Long-Term Liabilities
  Long-term notes payable, less current maturities                                      436,734                          447,155
  Capital lease obligations, less current maturities                                          -                            7,775
                                                                         -----------------------          -----------------------
         Total long-term liabilities                                                    436,734                          454,930
                                                                         -----------------------          -----------------------

Commitments and Contingencies

Stockholders' Deficit
  Common stock, par value $0.001; authorized 750,000,000 shares;
   issued and outstanding 209,272,191 at March 31, 2002 before
   3,000,000 shares held in treasury at no cost, and
   160,951,005 at December 31, 2001                                                     209,272                          160,951
  Additional paid-in capital                                                          9,412,933                        5,977,164
  Accumulated deficit                                                              (13,506,249)                     (13,080,492)
                                                                         -----------------------          -----------------------
         Total Stockholders' Deficit                                                (3,884,044)                      (6,942,377)
                                                                         -----------------------          -----------------------
Total Liabilities and Stockholders' Deficit                              $            3,928,314           $            3,585,486
                                                                         =======================          =======================
</TABLE>


                  See accompanying notes to unaudited condensed
                       consolidated financial statements.


                                       3
<PAGE>



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

<TABLE>
<CAPTION>
                                                                          For the Three Months Ended,
                                                                                   March 31,
                                                              -----------------------------------------------------
                                                                         2002                       2001
                                                              --------------------------- -------------------------
<S>                                                           <C>                         <C>
Net Sales                                                     $                  641,330  $                650,485

Cost of Sales                                                                  (419,116)                 (802,583)
                                                              --------------------------- -------------------------

     Gross Profit                                                                222,214                 (152,098)

Selling, general and administrative expenses                                   (520,608)                 (403,299)
                                                              --------------------------- -------------------------

     Loss From Operations                                                      (298,394)                 (555,397)
                                                              --------------------------- -------------------------

Other income (expense)
 Interest                                                                      (136,880)                 (245,221)
 Other, net                                                                        9,517                         -
                                                              --------------------------- -------------------------
                                                                               (127,363)                 (245,221)
                                                              --------------------------- -------------------------

     Net Loss                                                 $                (425,757)  $              (800,618)
                                                              =========================== =========================

Basic and diluted loss per common share                       $                   (0.00)  $                 (0.01)
                                                              =========================== =========================
Basic and diluted weighted-average
 common shares outstanding                                                   201,077,784               156,301,005
                                                              =========================== =========================
</TABLE>







                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                       4
<PAGE>



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

<TABLE>
<CAPTION>
                                                                               For the Three Months Ended,
                                                                                        March 31,
                                                                     -------------------------------------------------
                                                                               2002                    2001
                                                                     ---------------------------  --------------------

Cash flows from operating activities
<S>                                                                  <C>                          <C>
 Net loss                                                            $              (425,757)     $         (800,618)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization                                                      132,633                 175,243
   Settlement of litigation                                                          (25,000)                       -
 Changes in assets and liabilities:
   Trade accounts receivable                                                        (294,611)                 329,082
   Inventories                                                                      (182,608)                (27,382)
   Other assets                                                                         3,411                 (8,460)
   Accounts payable                                                                 (154,281)                 137,032
   Accrued liabilities                                                                269,008                 140,769
                                                                     ---------------------------  --------------------

   Total adjustments                                                                (251,448)                 746,284
                                                                     ---------------------------  --------------------

     Net cash used in operating activities                                          (677,205)                (54,334)
                                                                     ---------------------------  --------------------

Cash flows from investing activities
 Purchase of property and equipment                                                   (1,652)                 (1,844)
                                                                     ---------------------------  --------------------

     Net cash used in investing activities                                            (1,652)                 (1,844)
                                                                     ---------------------------  --------------------

Cash flows from financing activities
 Increase (decrease) in checks written in excess of cash in bank                     (10,287)                  72,739
 Payments on notes payable to stockholders                                          (140,125)                       -
 Principal payments on long-term notes payable                                      (105,730)                (27,429)
 Proceeds from long-term notes payable                                                200,000                       -
 Proceeds from exercise of options to purchase common stock                           235,000                       -
 Proceeds from issuance of common stock                                               500,000                       -
                                                                     ---------------------------  --------------------

     Net cash provided by financing activities                                        678,858                  45,310
                                                                     ---------------------------  --------------------

Net increase (decrease) in cash and cash equivalents                                        1                (10,868)

Cash and cash equivalents at beginning of year                                            499                  11,068
                                                                     ---------------------------  --------------------

Cash and cash equivalents at end of year                             $                    500     $               200
</TABLE>




                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                       5
<PAGE>



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

<TABLE>
<CAPTION>
                                                                        For the Three Months Ended,
                                                                                 March 31,
                                                              -------------------------------------------------
                                                                        2002                    2001
                                                              --------------------------  ---------------------
Supplemental disclosure of cash flow information

<S>                                                           <C>                         <C>
Cash paid for interest                                        $                 44,891    $             13,054

Noncash investing and financing activities

Notes payable issued for accounts payable                     $                326,195    $                  -
Common stock issued for notes payable to stockholders                        1,250,000                       -
Common stock issued for notes payable to related parties                     1,499,090                       -
Common stock issued to escrow                                                  225,000                       -
</TABLE>




                  See accompanying notes to unaudited condensed
                       consolidated financial statements.


                                       6
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed   Financial   Statements  --  The  accompanying   unaudited  condensed
consolidated  financial  statements include the accounts of CirTran  Corporation
and its subsidiary (the  "Company").  These  financial  statements are condensed
and,  therefore,  do not include all disclosures  normally required by generally
accepted accounting  principles.  These statements should be read in conjunction
with  the  Company's  annual  financial  statements  included  in the  Company's
December 31, 2001 Annual  Report on Form 10-KSB.  In  particular,  the Company's
significant  accounting  principles were presented as Note 1 to the consolidated
financial  statements  in  that  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 three months
ended March 31, 2002 are not  necessarily  indicative of the results that may be
expected for the full year ending December 31, 2002.

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 net losses of $425,757 and  $2,933,084  for the
three  months  ended  March  31,  2002 and the year  ended  December  31,  2001,
respectively.  As of March 31, 2002 and December  31,  2001,  the Company had an
accumulated  deficit of $13,506,249 and  $13,080,492,  respectively  and a total
stockholders' deficit of $3,884,044 and $6,942,377,  respectively.  In addition,
the Company used, rather than provided, cash in its operations in the amounts of
$677,205  and  $288,724  for the three  months ended March 31, 2002 and the year
ended December 31, 2001, respectively.

Since February of 2000, the Company has operated without a line of credit.  Many
of the Company's  vendors stopped credit sales of components used by the Company
to manufacture  products and as a result,  the Company  converted certain of its
turnkey customers to customers that provide consigned  components to the Company
for production.  These  conditions raise  substantial  doubt about the Company's
ability to continue as a going concern.

In view of the matters described in the preceding paragraphs,  recoverability of
a  major  portion  of the  recorded  asset  amounts  shown  in the  accompanying
consolidated  balance  sheets is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
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.

Abacus Ventures,  Inc. (Abacus)  purchased the Company's line of credit from the
lender. During the quarter ended March 31, 2002, the Company has entered into an
agreement  whereby the Company has  exchanged  common  stock,  issued to certain
principles of Abacus,  for a portion of the debt.  The  Company's  plans include
working with vendors to convert trade payables into long-term  notes payable and
common stock and cure defaults with lenders through forbearance  agreements that
the  Company  will



                                       7
<PAGE>

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

be able to service.  The Company intends to continue to pursue this type of debt
conversion  going  forward with other  creditors.  The Company has initiated new
credit  arrangements  for smaller dollar  amounts with certain  vendors and will
pursue  a new  line of  credit  after  negotiations  with  certain  vendors  are
complete. If successful,  these plans may add significant equity to the Company.
There is no assurance that these transactions will occur.

NOTE 3 - RELATED PARTY TRANSACTIONS

Stockholder  Notes  Payable  --The  Company  paid  cash  and  issued  stock as a
settlement  of the  principal  amounts  due on two  separate  notes  payable  to
stockholders. The balance due to stockholders at March 31, 2002 and December 31,
2001 was $0 and $1,390,125,  respectively.  Interest associated with amounts due
to stockholders is accrued at 10 percent, was $210,734 and $205,402 at March 31,
2002  and  December  31,  2001,   respectively,   and  is  included  in  accrued
liabilities. These notes are due on demand.

Abacus  Transactions  -- During the three months  ended March 31,  2002,  Abacus
Ventures ("Abacus") completed  negotiations with several vendors of the Company,
whereby  Abacus  purchased  various  past due  amounts  for goods  and  services
provided by vendors,  as well as capital leases.  The total of these obligations
was $326,195.  The Company has recorded this transaction as a $326,195  non-cash
increase to the note payable owed to Abacus, pursuant to the terms of the Abacus
agreement. In addition,  Abacus agreed to deduct as an offset of the amount owed
to Abacus, $120,000,  constituting the amounts paid by the Company as legal fees
incurred by the Company as part of its negotiations with the Company's vendors.

Additionally, the Company entered into a bridge loan agreement with Abacus. This
agreement  allows  the  Company  to request  funds  from  Abacus to finance  the
build-up of inventory relating to specific sales. The loan bears interest at 24%
and is payable on demand.  The principal  balance cannot exceed  $600,000 at any
point in time.  During the three months  ended March 31,  2002,  the Company was
advanced  $200,000 and made cash payments of $83,025 for an outstanding  balance
on the  bridge  loan of  $116,975.  The total  principal  amount  owed to Abacus
between  the note  payable and the bridge  loan was  $1,349,587  as of March 31,
2002.

For the three  months  ended March 31,  2002,  the Company  recorded  $46,939 of
accrued  interest on the Abacus loans.  Total accrued  interest due to Abacus at
March 31, 2002 was $427,866.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Deliquent  Payroll  Taxes -- As of March  31,  2002,  the  Company  had  accrued
liabilities in the amount of $2,129,123 for delinquent payroll taxes,  including
interest  estimated at $246,219  and  penalties  estimated at $253,001.  Of this
amount,  the Company owed the Internal  Revenue  Service  ("IRS")  approximately
$1,847,813,  the State of Utah approximately $270,371, and the State of Colorado
approximately $10,939. The Company has negotiated payment schedules with the IRS
and the  State  of  Utah  in the  amounts  of  $25,000  and  $4,000  per  month,
respectively.

Settlement of Litigation - The Company settled the lawsuit that alleged a breach
of facilities sublease agreement involving  facilities located in Colorado.  The
Company's liability in this action was originally  estimated to range up to $2.5
million.  The Company subsequently filed a counter suit in the same court for an
amount exceeding $500,000 for missing equipment.


                                       8
<PAGE>

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

Effective  January 18, 2002,  the Company  entered  into a settlement  agreement
which  required the Company to pay the plaintiff the sum of $250,000,  which had
previously been accrued as rent expense.  Of this amount,  $25,000 was paid upon
execution of the settlement,  and the balance,  together with interest at 8% per
annum,  is payable by August 18,  2002.  As security for payment of the balance,
the

Company  executed and  delivered to the  plaintiff a Confession  of Judgment and
also issued 3,000,000 shares of common stock, which are currently held in escrow
and have been  treated as  treasury  stock  recorded at a cost of  $250,000.  If
seventy-five percent (75%) of the balance has not been paid by May 18, 2002, the
Company  has  agreed  to  prepare  and  file  with  the  Securities  &  Exchange
Commission,  at its own expense,  a  registration  statement with respect to the
escrowed  shares.  If, by August 18,  2002,  any portion of the balance  remains
outstanding and a registration statement with respect to the escrowed shares has
not been declared effective, the plaintiff is entitled to file the Confession of
Judgment and proceed with execution thereon.

Litigation  - In December  1999,  a vendor of the Company  filed a lawsuit  that
alleges  breach of  contract  and seeks  payment in the amount of  approximately
$213,000  of  punitive  damages  from  the  Company  related  to  the  Company's
non-payment  for  materials  provided  by the  vendor.  The  Company  denies all
substantive allegations made by the vendor and intends to vigorously contest the
case.

The Company is the defendant in numerous legal actions primarily  resulting from
nonpayment of vendors for goods and services  received.  The Company has accrued
the payables and is currently  in the process of  negotiating  settlements  with
these vendors.

Registration  Rights -In  connection  with the  conversion  of  certain  debt to
equity,  the Company has granted the holders of 5,281,050 shares of common stock
the right to include 50% of the common stock of the holders in any  registration
of common stock of the Company,  under the  Securities  Act for offer to sell to
the public (subject to certain exceptions).  The Company has also agreed to keep
any filed registration  statement  effective for a period of 180 days at its own
expense.

NOTE 5 - STOCKHOLDER'S EQUITY

Common Stock Issued for Cash and Debt - Effective  January 14, 2002, the Company
entered into four substantially  identical agreements with existing shareholders
pursuant  to which the  Company  issued an  aggregate  of  43,321,186  shares of
restricted  common  stock at a price of $0.075 per share,  the fair value of the
shares,  for $500,000 in cash and the  reduction of principle of  $1,499,090  of
notes payable and $1,250,000 of notes payable to  stockholders.  No gain or loss
has been recognized on these  transactions as the fair value of the stock issued
was equal to the consideration given by the shareholders

NOTE 6 - STOCK OPTIONS AND WARRANTS

Employee  Grants  -During March 2002,  the Company  granted  options to purchase
5,000,000 shares of common stock to certain employees of the Company pursuant to
the 2001 Plan.  These options vested on the date of grant.  The related exercise
price for the  options  was  $0.045 to $0.05 per  share,  the fair  value of the
Company's common stock on the date of grant. The options are exercisable through
September 2006.

The employees exercised all 5,000,000 options for $235,000 cash during the first
quarter. There were no employee options outstanding at March 31, 2002.


                                       9
<PAGE>

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

NOTE 7 -SEGMENT INFORMATION

Segment  information  has  been  prepared  in  accordance  with  SFAS  No.  131,
"Disclosure  About  Segments  of an  Enterprise  and Related  Information."  The
Company  has  two  reportable   segments;   electronics  assembly  and  Ethernet
technology.  The electronics assembly segment manufactures and assembles circuit
boards and electronic  component cables. The Ethernet technology segment designs
and  manufactures  Ethernet cards.  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>
               March 31, 2002                                               Assembly            Technology        Total

<S>                                                                     <C>                  <C>                  <C>
           Sales to external customers                                  $        338,358     $       302,972      $       641,330
           Intersegment sales                                                    154,246                  --              154,246
           Segment loss                                                         (412,455)            (13,302)            (425,757)
           Segment assets                                                      3,454,469             628,091            4,082,560
           Depreciation and amortization                                         127,396               5,236              132,632

               March 31, 2001

           Sales to external customers                                  $        381,534     $       268,951      $       650,485
           Intersegment sales                                                    177,749                  --              177,749
           Segment loss                                                         (666,256)           (134,362)            (800,618)
           Segment assets                                                      3,906,069             511,986            4,418,055
</TABLE>


<TABLE>
<CAPTION>
           Sales                                                                             2002                 2001

<S>                                                                                          <C>                  <C>
                Total sales for reportable segments                                          $       795,576      $       828,234
                Elimination of intersegment sales                                                   (154,246)            (177,749)

                         Consolidated net sales                                              $       641,330      $       650,485

           Net Loss

                Net loss for reportable segments                                             $      (425,757)     $      (800,618)
                Elimination of intersegment losses                                                        --                   --
                                                                                             $      (425,757)     $      (800,618)
</TABLE>

All  intersegment  sales are  recorded at the carrying  value of the goods.  The
carrying  value includes  materials,  labor and overhead.  Therefore,  the sales
result in no intersegment gain or loss.

<TABLE>
<CAPTION>
           Total Assets                                                                            March 31,         December 31,
                                                                                                        2002                 2001
<S>                                                                                          <C>                  <C>
                Total assets for reportable segments                                         $     4,082,560      $     3,587,286
                Adjustment for intersegment amounts                                                 (154,246)              (1,800)

                            Consolidated total assets                                        $     3,928,314      $     3,585,486
</TABLE>



                                       10
<PAGE>

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

Overview

We  provide a mixture  of high and  medium  size  volume  turnkey  manufacturing
services   using   surface   mount   technology,   ball-grid   array   assembly,
pin-through-hole  and custom  injection  molded cabling for leading  electronics
OEMs in the communications,  networking, peripherals, gaming, consumer products,
telecommunications,  automotive,  medical,  and  semiconductor  industries.  Our
services  include  pre-manufacturing,   manufacturing,   and  post-manufacturing
services. Through our subsidiary,  Racore Technology Corporation,  we design and
manufacture  Ethernet  technology  products.  Our goal is to offer customers the
significant  competitive  advantages  that  can  be  obtained  from  manufacture
outsourcing,  such as access to advanced manufacturing  technologies,  shortened
product  time-to-market,  reduced  cost  of  production,  more  effective  asset
utilization, improved inventory management, and increased purchasing power.

Critical Accounting Policies

We considered the disclosure  requirements of Financial Reporting Release No. 60
regarding critical  accounting  policies and Financial  Reporting Release No. 61
regarding  liquidity  and capital  resources,  certain  trading  activities  and
related  party/certain  other  disclosures,  and concluded that nothing  changed
materially during the quarter that would warrant further disclosure beyond those
matters previously  disclosed in our Annual Report on Form 10-KSB/A for the year
ended December 31, 2001.

Results of Operations

           Sales and Cost of Sales

Net sales  decreased  marginally  to $641,330 for the  three-month  period ended
March 31,  2002 as compared  to  $650,485  during the same period in 2001.  This
increase  continues an upward trend started in the fourth quarter of 2001,  from
lower  quarterly  sales  figures of $420,480 and $474,055  during the second and
third  quarters of 2001,  respectively.  Cost of sales  decreased  by 48%,  from
$802,583 during the  three-month  period ended March 31, 2001 to $419,116 during
the same period in 2002.  Our gross  profit  margin for the  three-month  period
ended March 31, 2002 was 34.6%,  up from (23.4)% for the same period in 2001. We
believe this improvement is a reflection of our efforts to solicit higher margin
business and improve inventory control procedures.

           Selling, General and Administrative Expenses

During  the  three-month  period  ended  March 31,  2002  selling,  general  and
administrative  expenses was $520,608,  as compared to $403,299  during the same
period in 2001,  representing a 29.1%  increase.  The increase is related to the
hiring of additional  sales personnel as well as restructured  sales  incentives
that lead to higher sales commissions and salaries.

           Interest Expense

Interest  expense  for the  three  months  ended  March 31,  2002 was  $136,880,
compared to $245,221  during the same period in 2001. This represents a decrease
of $108,341 and is primarily  attributable  to a decrease in delinquent  payroll
tax penalties,  which were previously recorded as part of interest expense,  and
to the  conversion  of certain notes  payable and  stockholder  notes payable in
January  of 2002 into  restricted  shares of our common  stock.  As of March 31,
2002,  we had accrued  liabilities  in the amount of $2,129,123  for  delinquent


                                       11
<PAGE>

payroll taxes,  including interest estimated at $246,219 and penalties estimated
at $253,001.

As a result  of the above  factors,  our  overall  net loss  decreased  46.8% to
$425,757 for the  three-month  period ended March 31, 2002, from $800,618 during
the same period in 2001.

Liquidity and Capital Resources

Our expenses are currently  greater than our revenues.  We have had a history of
losses.  Our net loss from  operations for the year ending December 31, 2001 was
$2,160,262,  and our net loss from operations for the three-month  period ending
March 31, 2002 was $298,394. Our accumulated deficit was $13,080,492 at December
31, 2001 and $13,506,249 at March 31, 2002. Our current liabilities exceeded our
current  assets by  $7,832,259  as of December 31, 2001 and by  $4,661,141 as of
March 31, 2002.  We recorded  negative cash flows from  operations  for the year
ended  December  31,  2001 and the  three-month  period  ended March 31, 2002 of
$288,724 and $677,205, respectively.

           Cash

On March 31, 2002, we had $500 cash on hand, as compared to $499 at December 31,
2001.  The  amount of checks  written in excess of cash in bank  decreased  from
$159,964 at December 31, 2001 to $149,677 at March 31, 2002.

Net cash used in operating  activities  was $677,205 for the quarter ended March
31, 2002, compared to $54,334 used in operations for the quarter ended March 31,
2001. This significant change was primarily attributable to an increase in trade
accounts  receivable of $294,611,  an increase in  inventories of $182,608 and a
decrease  in  accounts  payable  of  $154,281.  Off-setting  amounts  included a
non-cash  charge  of  $132,633  for  depreciation  and an  increase  in  accrued
liabilities of $269,008.

Net cash used in investing  activities  during the quarters ended March 31, 2002
and 2001, consisted of equipment purchases of $1,652 and $1,844, respectively.

Net cash provided by financing  activities  during the three-month  period ended
March 31,  2002 was  $678,858.  Cash  proceeds  as  follows:  $500,000  from the
issuance of restricted  common  stock,  $235,000 from the issuance of stock upon
exercise of stock options, and $200,000 from long-term notes payable.  This last
amount represents cash advanced by Abacus Ventures,  Inc. ("Abacus"),  and added
to the  amount  payable  to them.  See  below  under  "Liquidity  and  Financing
Arrangements."  These  amounts were offset by $105,730 in principal  payments on
long-term  notes payable,  $140,125 in payments on notes payable to stockholders
and a $10,287 decrease in checks written in excess of cash in bank.

Noncash  investing  and financing  activities  during the period ended March 31,
2002 consisted of reclassifying  $326,195 from notes payable to accounts payable
(see below under "Accounts  Payable"),  the  cancellation of $1,250,000 in notes
payable to stockholders in exchange for issuance of restricted common stock, the
cancellation  of  $1,499,090  in notes  payable in exchange  for the issuance of
restriced common stock (see below under "Liquidity and Financing Arrangements"),
and  $225,000 of common  stock  issued to escrow in  settlement  of  outstanding
ligitation. See below under "Legal Proceedings."

           Accounts Receivable

By March 31, 2002  accounts  receivable  had  increased to  $663,681,  net of an
allowance for doubtful accounts of $66,178,  from $369,250,  net of an allowance
for doubtful accounts of $66,316 at December 31, 2001. This significant increase


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<PAGE>

in accounts  receivable  is  reflective of an increase in sales during the first
three months of 2002, the bulk of which  occurred  toward the end of the period,
resulting in a higher-than-normal amount for accounts receivable at period-end.

           Accounts Payable

Accounts payable were $1,709,795 at March 31, 2002, as compared to $2,141,290 at
December  31,  2001.  This  decrease is  primarily  attributable  to payments to
vendors  from  $500,000 in cash  provided by the issuance of  restricted  common
stock in January  2002 and the  conversion  of $326,195  of accounts  payable to
notes payable to Abacus Ventures,  Inc. During the quarter ended March 31, 2002,
Abacus  Ventures  completed  negotiations  with several of our vendors,  whereby
Abacus purchased various past due amounts for goods and services provided by the
vendors, as well as capital leases. The total of these obligations was $326,195.
We recorded this transaction as a $326,195  increase to the note payable owed to
Abacus, pursuant to the terms of our agreement with them.

           Liquidity and Financing Arrangements

We sustained  losses from  operations  of $298,394 and $555,397 for the quarters
ended  March 31, 2002 and 2001,  respectively.  We had  accumulated  deficits of
$13,080,492   and   $13,506,249  at  March  31,  2002  and  December  31,  2001,
respectively,  and total  stockholders'  deficits of $3,884,044 and  $6,942,377,
respectively,  as of such dates. As of December 31, 2001, our monthly  operating
costs and interest  expenses  averaged  approximately  $205,000 per month. As of
March 31,  2002,  this amount had  increased  to to  approximately  $219,000 per
month. In addition,  the total amount per month that we have committed to paying
against accrued  liabilities and notes payable  pursuant to various  settlements
for  outstanding  debt,  litigation  and  delinquent  payroll taxes is currently
approximately  $38,000 which includes amounts payable for delinquent payroll tax
obligations and settlement agreements with private parties.

Since February 2000, we have operated without a line of credit. Abacus Ventures,
Inc., an entity whose shareholders include the Saliba Private Annuity Trust, one
of our major  shareholders,  and a related  entity,  the  Saliba  Living  Trust,
purchased our line of credit of $2,792,609, and this amount was converted into a
note payable to Abacus bearing an interest rate of 10%. As of December 31, 2001,
a total of  $2,405,507,  plus $380,927 in accrued  interest,  was owed to Abacus
pursuant to this note payable.  In January 2002, we entered into agreements with
the  Saliba  Private  Annuity  Trust and the  Saliba  Living  Trust to  exchange
19,987,853 shares of our common stock for $1,499,090 in principal amount of this
debt and to issue an  additional  6,666,665  shares to these trusts for $500,000
cash.

In January 2002, in addition to the above-described transactions with the Saliba
trusts,  we also issued  16,666,666 shares of restricted common stock at a price
of $0.075 per share in exchange  for the  cancellation  of  $1,250,000  of notes
payable to two other stockholders.

During  the  three  months  ended  March 31,  2002,  Abacus  Ventures  completed
negotiations with several or our vendors,  whereby Abacus purchased various past
due amounts  for goods and  services  provided  by  vendors,  as well as capital
leases. The total of these obligations was $326,195. As a partial payment of the
amount owed, we agreed to pay certain legal fees of Abacus that were incurred as
part of the  negotiations  with the vendors.  We recorded this  transaction as a
$326,195 non-cash  increase to the note payable owed to Abacus,  pursuant to the
terms of the Abacus agreement. In addition, Abacus agreed to deduct as an offset
of the amount owed to Abacus,  $120,000,  constituting  the amounts  paid by the
Company as legal fees incurred by the Company as part of its  negotiations  with
the Company's vendors.

Additionally, we entered into a bridge loan agreement with Abacus Ventures. This
agreement  allows us to request  funds from  Abacus to finance  the  build-up of
inventory  relating to  specific  sales.  The loan bears  interest at 24% and is
payable on demand.  The principal balance cannot exceed $600,000 at any point in


                                       13
<PAGE>

time.  During the three months ended March 31, 2002, we were  advanced  $200,000
and made cash payments of $83,025 for an outstanding  balance on the bridge loan
of $116,975. The total principal amount owed to Abacus Ventures between the note
payable and the bridge loan was $1,349,587 as of March 31, 2002.

Despite our efforts to make our debt-load more serviceable,  significant amounts
of  additional  cash will be needed to reduce our debt and fund our losses until
such time as we are able to become profitable.  As at December 31, 2001, we were
in default of notes payable  whose  principal  amount,  not including the amount
owing to Abacus Ventures,  Inc., exceeded $666,000.  In addition,  the principal
amount of notes  that  either  mature in 2002 or are  payable  on demand  exceed
$165,000.  The total amount per month that we have committed to paying  pursuant
to various  settlements for outstanding debt,  litigation and delinquent payroll
taxes is  currently  approximately  $38,000,  all of which  is  against  accrued
liabilities and notes payable. None of these settlements, however, have resulted
in  the  forgiveness  of  any  amounts  owed,  but  have  simply  resulted  in a
restructuring in the terms of the various debts.

In conjunction with our efforts to improve our results of operations,  discussed
above, we are also actively seeking  infusions of capital from investors and are
seeking to replace our line of credit.  It is unlikely  that we will be able, in
our current financial condition, to obtain additional debt financing;  and if we
did acquire more debt, we would have to devote  additional  cash flow to pay the
debt and secure the debt with assets.  We may  therefore  have to rely on 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 serve to dilute the value of our common stock
and existing shareholders' positions.

Subsequent to our acquisition of Circuit in July 2000, we took steps to increase
the marketability of our shares of common stock and to make an investment in our
company by  potential  investors  more  attractive.  There can be no  assurance,
however,  that we will  ultimately be  successful in obtaining  more debt and/or
equity  financing 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.

Forward-looking statements

All statements  made herein,  other than  statements of historical  fact,  which
address  activities,  actions,  goals,  prospects,  or new developments  that we
expect or anticipate  will or may occur in the future,  including such things as
expansion and growth of operations and other such matters,  are  forward-looking
statements.  Any one or a  combination  of factors could  materially  affect our
operations and financial condition. These factors include competitive pressures,
success or failure of marketing programs, changes in pricing and availability of
parts  inventory,  creditor  actions,  and  conditions  in the capital  markets.
Forward-looking statements made by us are based on knowledge of our business and
the  environment  in which we currently  operate.  Because of the factors listed
above,  as well as other factors  beyond our control,  actual results may differ
from those in the forward-looking statements.

                           PART II. OTHER INFORMATION

Item 1.        Legal Proceedings

As of December 31, 2001, we had accrued  liabilities in the amount of $1,982,445
for  delinquent  payroll  taxes,  including  interest  estimated at $215,268 and
penalties estimated at $242,989. Of this amount,  approximately $257,510 was due
the State of Utah.  Concerning  the  amount  owed the State of Utah,  during the
first quarter of 2002, we negotiated a monthly payment schedule of $4,000, which


                                       14
<PAGE>

did not  provide  for the  forgiveness  of any  taxes,  penalties  or  interest.
Approximately $1,713,996 was owed to the Internal Revenue Service as of December
31, 2001.  During the first quarter of 2002,  we  negotiated a payment  schedule
with respect to this amount,  pursuant to which we are currently  making monthly
payments of $25,000, and we have committed to keeping current on deposits of our
federal  withholding  amounts.  In addition to the amounts  owed to the State of
Utah and the IRS,  approximately $10,939 was owed to the State of Colorado as of
December 31, 2001.

We (as successor to Circuit  Technology,  Inc.) were a defendant in an action in
El Paso  County,  Colorado  District  Court,  brought by  Sunborne  XII,  LLC, a
Colorado limited liability  company,  for alleged breach of a sublease agreement
involving  facilities  located in  Colorado.  Our  liability  in this action was
originally  estimated to range up to $2.5 million,  and we subsequently  filed a
counter suit in the same court against Sunborne in an amount exceeding  $500,000
for missing equipment.  Effective January 18, 2002, we entered into a settlement
agreement  with Sunborne  with respect to the  above-described  litigation.  The
settlement  agreement  required us to pay Sunborne the sum of $250,000.  Of this
amount,  $25,000 was paid upon  execution  of the  agreement,  and the  balance,
together  with  interest  at 8% per annum,  is payable  by August 18,  2002.  As
security  for payment of the balance,  we executed  and  delivered to Sunborne a
Confession  of  Judgment  and also issued to  Sunborne  3,000,000  shares of our
common stock, which are currently held in escrow. If seventy-five  percent (75%)
of the balance has not been paid by May 18, 2002,  we have agreed to prepare and
file with the Securities & Exchange  Commission,  at our expense, a registration
statement  with respect to the shares that have been  escrowed.  If, by July 18,
2002,  any  portion  of  the  balance  remains  outstanding  and a  registration
statement with respect to the escrowed  shares has not been declared  effective,
Sunborne is  entitled  to file the  Confession  of  Judgment  and  proceed  with
execution  thereon.  Also  pursuant  to the terms of the  settlement  agreement,
Sunborne  conditionally assigned to us any rights it may have in a claim against
our  sublessee of  Sunborne's  premises  and agreed to apportion  75% of any net
settlement or collection proceeds from this claim to us. If, by August 18, 2002,
a  registration  statement  with  respect  to the  escrowed  shares has not been
declared  effective,  or if we have abandoned or failed to diligently pursue the
claim against the sub-lessee,  this conditional  assignment shall expire and all
rights to the claim will revert back to Sunborne.

Item 2.        Changes in Securities

           Recent Sales of Unregistered Securities

Effective  January  14,  2002,  we  entered  into four  substantially  identical
agreements with existing shareholders, one of whom is our president, pursuant to
which we issued an aggregate of 43,321,186  shares of restricted common stock at
a price of  $0.075  per  share  for  $500,000  in cash and the  cancellation  of
$2,749,090  principal  amount  of our  debt.  See  above  under  "Liquidity  and
Financing  Arrangements."  The issuance of these securities was made in reliance
on Section 4 (2) of the  Securities  Act of 1933 as a transaction  not involving
any public  offering.  No  advertising or general  solicitation  was employed in
offering the  securities,  the offerings and sales were made to a limited number
of persons, all of whom were business associates and existing  shareholders and,
in one case, one of our executive officers, and transfer was restricted by us in
accordance with the  requirements  of the Securities Act. Our officers  executed
all sales of the securities and received no commission or other remuneration for
the  solicitation  of any  person in  connection  with the  respective  sales of
securities  described above. The recipients of the securities  represented their
intention to acquire the securities  for investment  only and not with a view to
or for sale in connection with any distribution  thereof and appropriate legends
were  affixed to the share  certificates  and other  instruments  issued in such
transaction.

Pursuant to our settlement agreement with Sunborne XII, LLC (see "Part II - Item
1 - Legal  Proceedings"),  on February 7, 2002, we issued  3,000,000  restricted
shares of our common  stock as  security  for the  payment of up to  $225,000 to


                                       15
<PAGE>

Sunborne.  These  shares  were  placed  in  escrow  pending  performance  of our
obligations  pursuant  to the  settlement  agreement.  In the  event  we pay all
amounts owing to Sunborne under the settlement, the certificate representing the
shares will be returned to us and the shares will be cancelled.  The issuance of
these  securities  was made in reliance on Section 4(2) of the Securities Act of
1933 as a transaction  not  involving any public  offering.  No  advertising  or
general  solicitation was employed in offering the securities,  the offering and
sale was made to one entity that is a business associate,  Sunborne  represented
their  intention to acquire the securities for investment  purposes only and not
with  a view  to any  further  distribution  thereof  in  violation  of  federal
securities laws, and appropriate  legends  restricting  transfer were affixed to
the share certificate representing the shares.

Item 5.         Other Information

On February 28, 2002,  we filed a Form 8-A with the United  States  Securities &
Exchange  Commission to register our shares of common  stock,  par value $0.001,
pursuant to section 12(g) of the Securities & Exchange Act of 1934.

On April 11, 2002, the United States Securities & Exchange  Commission  accepted
for  filing  our  application  to  withdraw  our  previously-filed  registration
statement  on Form SB-2,  SEC File No.  333-64832,  with  respect to a secondary
offering of 52,978,350 shares of common stock .

Item 6.      Exhibits and Reports on Form 8-K

          Reports on Form 8-K: The  following  reports on Form 8-K were filed by
          us during the three-month period ended March 31, 2002:

          (i)  Form 8-K filed  March 14,  2002 with  respect  to a change in our
               certifying accountant.

          (ii) Form 8-K filed  March 19,  2002 with  respect  to  settlement  of
               outstanding litigation and corporate debt.

           Exhibits:

          99.1 Certifications

          99.2 Certification  Pursuant  to 18  U.S.C.  Section  1350 as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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                                   SIGNATURES

In  accordance  with the Exchange Act, the  registrant  caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.


                                          CIRTRAN CORPORATION

Date:   December 23, 2002                 By: /s/  Iehab J. Hawatmeh, President