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

                                   FORM 10-QSB

(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, 2003
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 16,
2003: 254,684,691.


Transitional Small Business Disclosure Format (check one): Yes ______   NO  X


<PAGE>

Table of Contents


                                                                   Page
PART I - FINANCIAL INFORMATION

Item 1   Condensed Consolidated Financial Statements

           Balance Sheets as of March 31, 2003 (unaudited) and       3
           December 31, 2002

           Statements of Operations for the Three Months ended       4
           March 31, 2003 (unaudited) and 2002 (unaudited)

           Statements of Cash Flows for the Three Months ended       5
           March 31, 2003 (unaudited) and 2002 (unaudited)

           Notes to Condensed Consolidated Financial Statements      6
           (unaudited)

Item 2     Management's Discussion and Analysis of Financial
           Condition and Results of Operation                        9

Item 3     Controls and Procedures                                  18

PART II - OTHER INFORMATION

Item 1     Legal Proceedings                                        19

Item 2     Changes in Securities                                    23

Item 5     Other Information                                        24

Item 6     Exhibits and Reports on Form 8-K                         24

Signatures                                                          25




                                       2


<PAGE>


                       CIRTRAN CORPORATION AND SUBSIDIARY
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        March 31,       December 31,
                                                                             2003               2002
                                                                     ---------------  ----------------
ASSETS
Current Assets
<S>                                                                  <C>              <C>
Cash and cash equivalents                                            $        500     $          500
Trade accounts receivable, net of allowance for doubtful
accounts of $37,037                                                        83,057             37,464
Inventory                                                               1,522,859          1,550,553
Other                                                                     102,322            100,189
                                                                     ---------------  ----------------
Total Current Assets                                                    1,708,738          1,688,706
                                                                     ---------------  ----------------

Property and Equipment, Net                                               789,098            865,898

Other Assets, Net                                                          10,278             12,236

Deferred Offering Costs                                                    20,575             13,475
                                                                     ---------------  ----------------

Total Assets                                                         $  2,528,689     $    2,580,315
                                                                     ---------------  ----------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Checks written in excess of cash in bank                             $     80,387     $       19,531
Accounts payable                                                        1,444,765          1,359,723
Accrued liabilities                                                     3,115,864          3,030,970
Current maturities of long-term notes payable                           1,132,911          1,059,987
Notes payable to stockholders                                              38,290             20,376
Notes payable to related parties                                          788,742            688,742
                                                                     ---------------  ----------------
Total Current Liabilities                                               6,600,959          6,179,329
                                                                     ---------------  ----------------

Long-Term Liabilities
Long-term notes payable, less current maturities                          206,566            295,083
                                                                     ---------------  ----------------


Commitments

Stockholders' Deficit
Common stock, par value $0.001; authorized 750,000,000 shares;
issued and outstanding shares: 254,684,691 and 247,184,691
net of 3,000,000 shares held in treasury at no cost at                    254,685            247,185
March 31, 2003 and December 31, 2002, respectively
Additional paid-in capital                                             11,351,520         11,089,020
Accumulated deficit                                                   (15,885,041)       (15,230,302)
                                                                     ---------------  ----------------
Total Stockholders' Deficit                                            (4,278,836)        (3,894,097)
                                                                     ---------------  ----------------
Total Liabilities and Stockholders' Deficit                          $  2,528,689     $    2,580,315
                                                                     ---------------  ----------------
</TABLE>

     See accompanying notes to 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,                          2003                        2002
                                                    --------------------   --------------------

<S>                                                 <C>                    <C>
Net Sales                                           $      269,774         $           641,330

Cost of Sales                                              185,716                     419,116
                                                    --------------------   --------------------

Gross Profit                                                84,058                     222,214
                                                    --------------------   --------------------

Operating Expenses
Selling, general and administrative expenses               555,554                     520,608
Non-cash compensation expense                               72,500                           -
                                                    --------------------   --------------------
Total Operating Expenses                                   628,054                     520,608
                                                    --------------------   --------------------

Loss From Operations                                      (543,996)                   (298,394)
                                                    --------------------   --------------------

Other Income (Expense)
Interest                                                  (110,743)                   (136,880)
Other, net                                                       -                       9,517
                                                    --------------------   --------------------
Total Other Expense, Net                                  (110,743)                   (127,363)
                                                    --------------------   --------------------

Net Loss                                            $     (654,739)        $          (425,757)
                                                    --------------------   --------------------

Basic and diluted loss per common share             $        (0.00)        $             (0.00)
                                                    --------------------   --------------------
Basic and diluted weighted-average
common shares outstanding                              248,129,897                 201,077,784
                                                    --------------------   --------------------
</TABLE>


     See accompanying notes to 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,                                           2003                        2002
                                                                     ----------------------      ---------------

Cash flows from operating activities
<S>                                                                  <C>                         <C>
Net loss                                                             $     (654,739)             $     (425,757)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization                                                83,295                     132,633
Cash paid for settlement of litigation                                            -                     (25,000)
Non-cash compensation expense                                                72,500                           -
Changes in assets and liabilities:
Trade accounts receivable                                                   (45,593)                   (294,611)
Inventories                                                                  27,694                    (182,608)
Prepaid expenses and other assets                                              (175)                      3,411
Accounts payable                                                             85,042                    (154,281)
Accrued liabilities                                                          84,894                     269,008
                                                                     ----------------------      ---------------

Total adjustments                                                           307,657                    (251,448)
                                                                     ----------------------      ---------------

Net cash used in operating activities                                      (347,082)                   (677,205)
                                                                     ----------------------      ---------------

Cash flows from investing activities
Purchase of property and equipment                                           (6,495)                     (1,652)
                                                                     ----------------------      ---------------

Net cash used in investing activities                                        (6,495)                     (1,652)
                                                                     ----------------------      ---------------

Cash flows from financing activities
Increase (decrease) in checks written in excess of cash in bank              60,856                     (10,287)
Increase in deferred offering costs                                          (7,100)
Proceeds from notes payable to stockholders                                  17,914                           -
Payments on notes payable to stockholders                                         -                    (140,125)
Principal payments on notes payable                                         (33,261)                   (105,730)
Proceeds from notes payable                                                  17,668                           -
Proceeds from notes payable to related parties                              100,000                     200,000
Proceeds from exercise of options and warrants to purchase
common stock                                                                197,500                     235,000
Proceeds from issuance of common stock                                            -                     500,000
                                                                     ----------------------      ---------------

Net cash provided by financing activities                                   353,577                     678,858
                                                                     ----------------------      ---------------

Net increase in cash and cash equivalents                                         -                           1

Cash and cash equivalents at beginning of year                                  500                         499
                                                                     ----------------------      ---------------

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


     See accompanying notes to condensed consolidated financial statements.

                                       5



<PAGE>

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



<TABLE>
<CAPTION>
                                                                      For the Three               For the Three
                                                                       Months Ended                Months Ended
                                                                          March 31,                   March 31,
                                                                      --------------------     -----------------
                                                                               2003                        2002
                                                                      --------------------     -----------------
Supplemental disclosure of cash flow information

<S>                                                                   <C>                      <C>
Cash paid during the period for interest                              $      22,543            $         44,891

Noncash investing and financing activities

Notes issued for accounts payable and capital lease obligations       $           -            $        326,195
Common stock issued for notes payable to stockholders                 $           -            $      1,250,000
Common stock issued for notes payable                                 $           -            $      1,499,090
</TABLE>



     See accompanying notes to 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 accounting
principles generally accepted in the United States of America.  These statements
should be read in conjunction  with the Company's  annual  financial  statements
included in the  Company's  December 31, 2002 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, 2003 are not  necessarily  indicative  of the
results that may be expected for the full year ending December 31, 2003.

Stock-Based  Compensation  -- At March 31, 2003, the Company had one stock-based
employee compensation plan, which is described more fully in Note 6. The Company
accounts for the plan under APB Opinion No. 25,  Accounting  for Stock Issued to
Employees, and related interpretations.  During the three months ended March 31,
2003 and 2002, the Company  recognized  compensation  expense  relating to stock
options and  warrants  of $72,500  and $0,  respectively.  The  following  table
illustrates  the effect on net loss and basic and diluted  loss per common share
as if the Company had applied the fair value recognition provisions of Financial
Accounting   Standards  Board  ("FASB")   Statement  No.  123,   Accounting  for
Stock-Based Compensation, to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                                                                Three Months Ended March 31,
                                                                                                2003                   2002
                                                                                          ----------------------  -----------------
<S>                                                                                       <C>                     <C>
           Net loss, as reported                                                          $       (654,739)       $      (425,757)
           Add:  Stock-based employee compensation expense
              included  in net loss                                                                 72,500                     --
           Deduct:  Total stock-based employee compensation
              expense determined under fair value based method
              for all awards                                                                      (141,665)               (88,009)
           Pro forma net loss                                                             $       (723,904)       $      (513,766)
           Basic and diluted loss per common share as reported                            $         (0.00)        $        (0.00)
           Basic and diluted loss per common share pro forma                                        (0.00)        $        (0.00)
</TABLE>


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 $654,739 and $2,149,810 for the three
months ended March 31, 2003 and the year ended December 31, 2002,  respectively.
As of March 31, 2003 and  December  31,  2002,  the  Company had an  accumulated
deficit of $15,885,041 and $15,230,302,  respectively, and a total stockholders'
deficit of $4,278,836 and  $3,894,097,  respectively.  In addition,  the Company
used,  rather than  provided,  cash in its operations in the amounts of $347,082


                                       7
<PAGE>

and  $1,142,148  for the three  months  ended  March 31, 2003 and the year ended
December  31,  2002,  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 addition,  the Company is a defendant in numerous legal actions (see Note 4).
These matters may have a material  impact on the Company's  financial  position,
although no assurance can be given  regarding the effect of these matters in the
future.

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.

During 2002, the Company entered into agreements  whereby the Company has issued
common  stock to certain  principals  of Abacas  Ventures,  Inc.  ("Abacas")  in
exchange 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 be able to service.  The Company intends to continue to pursue this type of
debt conversion going forward with other creditors.  As discussed in Note 5, the
Company  has  entered  into an equity  line of credit  agreement  with a private
investor.  Realization  of any  proceeds  under the equity line of credit is not
assured.

NOTE 3 - RELATED PARTY TRANSACTIONS

Stockholder Notes Payable --The Company had amounts due to stockholders from two
separate  notes.  The balance due to stockholders at March 31, 2003 and December
31,  2002,  was $38,290 and  $20,376,  respectively.  Interest  associated  with
amounts due to  stockholders is accrued at 10 percent.  Unpaid accrued  interest
was $5,413 and $2,378 at March 31, 2003 and December 31, 2002, respectively, and
is included in accrued liabilities. These notes are due on demand.

Related Party Notes Payable  --During  2002,  the Company  entered into a bridge
loan agreement with Abacas.  This agreement  allows the Company to request funds
from Abacas to finance the build-up of inventory relating to specific sales. The
loan bears  interest  at 24% and is payable  on  demand.  There are no  required
monthly payments.  During the three months ended March 31, 2003, the Company was
advanced $100,000. The outstanding balance on the bridge loan was $788,742 as of
March 31, 2003. The total accrued interest owed to Abacas on the bridge loan was
$116,010 as of March 31, 2003 and is included in accrued liabilities.


                                       8
<PAGE>


NOTE 4 - COMMITMENTS AND CONTINGENCIES

Settlement of Litigation -- During January 2002,  the Company  settled a lawsuit
that had 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 had filed a counter suit in
the same court for an amount exceeding $500,000 for missing equipment. Effective
January 18, 2002, the Company entered into a settlement agreement which required
the Company to pay the  plaintiff the sum of $250,000.  Of this amount,  $25,000
was paid upon  execution  of the  settlement,  and the  balance,  together  with
interest at 8% per annum,  was payable by July 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 no
cost. The fair value of the 3,000,000  shares was less than the carrying  amount
of the note payable.  Because 75 percent of the balance had not been paid by May
18,  2002,  the Company was  required to prepare and file with the  Securities &
Exchange Commission,  at its own expense, a registration  statement with respect
to the  escrowed  shares.  The  remaining  balance  has not been  paid,  and the
registration statement with respect to the escrowed shares has not been declared
effective and the Company has not replaced the escrowed  shares with  registered
free-trading  shares  pursuant  to  the  terms  of  the  settlement   agreement;
therefore,  the plaintiff  filed the  Confession of Judgment and proceeded  with
execution  thereon.  The Company is currently  negotiating with the plaintiff to
settle this obligation without the release of the shares held in escrow.

In  connection  with a separate  sublease  agreement  of these  facilities,  the
Company  received a settlement from the sublessee during May 2002, in the amount
of  $152,500,  which has been  recorded  as other  income.  The  Company did not
receive cash from this settlement,  but certain  obligations of the Company were
paid  directly.  $109,125 of the  principal  balance of the note  related to the
settlement  mentioned  above was paid.  Also,  $7,000 was paid to the  Company's
legal counsel as a retainer for future services.  The remaining $36,375 was paid
to the above mentioned plaintiff as a settlement of rent expense.

During  September 2002, the plaintiff filed a claim that the $109,125 portion of
the payment was to be applied as additional rent expense rather than a principal
payment on the note payable.  The Company  estimates that the probability of the
$109,125  being  considered  additional  rent expense is remote and disputes the
claim. The Company intends to vigorously defend the action.

Litigation - During  2000,  the Company  settled a lawsuit  filed by a vendor by
issuing  5,281,050  shares of the  Company's  common  stock  valued at $324,284,
paying $83,000 in cash and issuing two notes payable totaling  $239,000.  During
2002,  the vendor filed a  confession  of  judgement  claiming  that the Company
defaulted  on its  agreement  and  claims  the  2000  lawsuit  was not  properly
satisfied. At December 31, 2002, the Company owed $60,133 of principal under the
terms of the remaining note payable.  The Company denies the vendor's claims and
intends to vigorously defend itself against the confession of judgement.

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.  Judgment was entered against the Company in May 2002 in
the amount of $213,718.  The Company has accrued the entire amount due under the
judgment.



                                       9
<PAGE>

The  Company has been a party to a lawsuit  with a customer  stemming
from an  alleged  breach  of  contract.  In July  2002,  the  Company  reached a
settlement  with the customer in which the customer  was to make  payments  from
August 1, 2002, through October 29, 2002, to the Company totaling  $265,000.  As
part of the  settlement,  the Company  returned  inventory  valued at  $158,010,
settled receivables from the customer of $287,277,  settled payables owed to the
customer in the amount of $180,287 and sold  inventory  to a Company  related to
the customer for $13,949. During 2002, the Company received the entire $265,000.

During  October 1999, a former vendor of the Company  brought action against the
Company alleging that the Company owed approximately  $199,600 for materials and
services and pursuant to the terms of a promissory  note. The Company  entered a
settlement  agreement  under which the Company is to pay $6,256 each month until
the  obligation  and  interest  thereon  are paid.  This did not  represent  the
forgiveness of any obligation,  but rather the restructuring of the terms of the
previous  agreement.  At December 31, 2002,  the Company owed  $183,429 for this
settlement.  The Company has  defaulted  on its  payment  obligations  under the
settlement  agreement.  The Company is currently  negotiating  a new  settlement
agreement.

Judgment was entered in favor of a vendor  during  March 2002,  in the amount of
$181,342 for  nonpayment of costs of goods or services  provided to the Company.
At December  31, 2002,  the Company had accrued the entire  amount of the claim.
The Company is currently in settlement negotiations with the vendor.

In December  1999, a vendor of the Company filed a lawsuit that seeks payment in
the amount of $44,269 for the cost of goods provided to the Company. The Company
admits  owing  certain  amounts to the vendor and has accrued the entire  amount
claimed.  No trial date has been set and the Company is currently  negotiating a
settlement of these claims.

During 2002, a vendor of the Company  filed a lawsuit that seeks  payment in the
amount of $31,745 for the cost of goods provided to the Company. The Company has
not yet determined the validity of the claim,  but has accrued the entire amount
claimed.  No trial date has been set and the Company is currently  negotiating a
settlement of these claims.

An individual  filed suit during January 2001,  seeking to recover the principal
sum of $135,941,  plus interest on a promissory  note. The parties are presently
negotiating settlement.

During March 2000, a vendor  brought suit against the Company under  allegations
that the Company  owed  approximately  $97,000 for the cost of goods or services
provided to the Company for the Company's use and benefit.  The Company issued a
note payable to the vendor in  settlement  of the amount owed and is required to
pay the vendor $1,972 each month until paid.  At December 31, 2002,  the Company
owed $87,632 on this settlement  agreement.  The Company is currently in default
on this obligation and is currently negotiating a new settlement agreement.

A financial  institution  brought suit against the Company during February 2000,
alleging that the Company owed approximately $439,000 for a loan provided to the
Company for the  Company's  use and benefit.  Judgment  was entered  against the
Company and certain  guarantors  in the amount of $427,292  plus interest at the
rate of 8.61% per annum from June 27, 2000.  The Company has  subsequently  made
payments to the financial  institution,  reducing the  obligation to $258,644 at
December 31, 2002,  plus interest  accruing from January 1, 2002. The Company is
in default on this obligation and is negotiating for settlement of the remaining
claims.



                                       10
<PAGE>

Suit was brought against the Company during April 2001, by a former  shareholder
alleging that the Company owed $121,825 under the terms of a promissory  note. A
Stipulation for Settlement and for Entry of Judgment was executed by the parties
wherein  the Company  agreed to arrange  for  payment of a  principal  amount of
$145,000 in 48 monthly  installments.  The Company made seven  payments and then
failed to make subsequent  payments,  at which time the  shareholder  obtained a
consent  judgment  against the Company.  The Company is currently in  settlement
negotiations with the former shareholder regarding the judgment.

Various  vendors  have  notified  the Company that they believe they have claims
against the Company totaling $370,152. None of these vendors have filed lawsuits
in relation to these claims.  The Company has accrued the entire amount of these
claims and it is included in accounts payable.

The Company is the defendant in numerous legal actions, primarily resulting from
nonpayment  of vendor  invoices  for goods and  services  received,  that it has
determined the probability of realizing any loss is remote.  The total amount of
these legal  actions is $179,757.  The Company has made no accrual for the legal
actions and is currently in the process of  negotiating  the  dismissal of these
claims with the various vendors.

The Company is also the defendant in numerous immaterial 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 during 2000,  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.

Additionally,  in connection with the Company's  entering into an Equity Line of
Credit  Agreement  (described in Note 5), the Company granted to the equity line
investor (the "Equity Line Investor")  registration  rights,  in connection with
which the Company is  required to file a  registration  statement  covering  the
resale of shares put to the Equity  Line  Investor  under the equity  line.  The
Company is also required to keep the registration  statement effective until two
years  following the date of the last advance under the equity line. The Company
has not yet filed such registration statement.

Accrued Payroll Tax Liabilities -- As of March 31, 2003, the Company had accrued
liabilities in the amount of $2,039,690 for delinquent payroll taxes,  including
interest  estimated at $327,064  and  penalties  estimated at $230,300.  Of this
amount,  approximately  $314,403  was due the  State of Utah.  During  the first
quarter  of 2003,  no  payments  were made to the  State of Utah.  Approximately
$1,714,348  was owed to the Internal  Revenue  Service as of March 31, 2003. The
required  monthly  payments were made during each of the three months during the
first quarter of 2003. The Company is currently  renegotiating  the terms of the
payment schedule with the Internal Revenue  Service.  Approximately  $10,939 was
owed to the State of Colorado as of March 31, 2003.




                                       11
<PAGE>

NOTE 5 - STOCKHOLDER'S EQUITY

Equity Line of Credit -- On April 8, 2003,  the Company  entered  into a revised
Equity Line of Credit  Agreement  (the "Equity Line  Agreement")  with a private
investor  (the "Equity Line  Investor").  Under the Equity Line  Agreement,  the
Company has the right to draw up to  $5,000,000  from the Equity  Line  Investor
against an equity line of credit (the "Equity Line"). As part of the Equity Line
Agreement,  the Company may issue  shares of the  Company's  common stock to the
Equity Line  Investor in lieu of repayment of the draw.  The number of shares to
be issued is determined by dividing the amount of the draw by the lowest closing
bid price of the  Company's  common  stock over the five  trading days after the
advance notice is tendered. The maximum amount of any single draw is $85,000

The Equity Line Investor is required  under the Equity Line  Agreement to tender
the  funds   requested  by  the  Company  within  two  trading  days  after  the
five-trading-day period used to determine the market price.

In  connection  with the Equity Line  Agreement,  the Company  issued  2,562,500
shares of the Company's common stock as placement shares at no cost in 2002. The
Company  also  granted  registration  rights to the  Equity  Line  Investor,  in
connection  with which the Company is required to use its best efforts to file a
registration  statement  and have it declared  effective by the  Securities  and
Exchange Commission.  The Company is unable to draw on the Equity Line until the
registration statement has been declared effective.

NOTE 6 - STOCK OPTIONS AND WARRANTS

Stock-Based  Compensation  - The Company  accounts for stock  options  issued to
directors,  officers and employees under Accounting Principles Board Opinion No.
25 and related interpretations ("APB 25"). Under APB 25, compensation expense is
recognized if an option's  exercise price on the  measurement  date is below the
fair value of the Company's  common stock. For options that provide for cashless
exercise or that have been modified, the measurement date is considered the date
the options are exercised or expire. Those options are accounted for as variable
options with compensation  adjusted each period based on the difference  between
the market value of the common  stock and the  exercise  price of the options at
the end of the period.  The Company  accounts for options and warrants issued to
non-employees  at their fair value in accordance with SFAS No. 123,  "Accounting
for Stock-Based Compensation" ("SFAS 123").

Stock  Option Plan - On February 11,  2003,  the Company  adopted the 2002 Stock
Option Plan (the "2002 Plan") with  25,000,000  shares of common stock  reserved
for issuance there under. The Company's Board of Directors  administers the plan
and  has  discretion  in  determining  the  employees,  directors,   independent
contractors  and  advisors  who  receive  awards,  the  type of  awards  (stock,
incentive stock options or non-qualified  stock options) granted,  and the term,
vesting and exercise prices.

During February 2003, the Company granted options to purchase  5,500,000  shares
of common  stock to certain  employees  of the  Company  and options to purchase
2,000,000  shares of common stock to members of the board of directors  pursuant
to the 2002  Plan.  These  options  vested  on the date of  grant.  The  related
exercise price was $0.025 per share for employee options and $0.03 per share for
members of the board of  directors.  The market value of the common stock on the


                                       12
<PAGE>

grant date was $0.036,  which resulted in non-cash  compensation of $72,500. The
options  are  exercisable  through  February  2008.  All  options  granted  were
exercised.  The options were exercised for $137,500 of cash,  $45,000 of accrued
interest to directors and $15,000 of accrued compensation. The Company estimated
the fair value of the  employee  and  director  stock  options at the grant date
using the  Black-Scholes  option-pricing  model. The following  weighted-average
assumptions were used in the Black-Scholes  model to determine the fair value of
the employee and director  options to purchase a share of common stock of $0.019
and $0.018,  respectively:  risk-free  interest rate of 2.92  percent,  dividend
yield of 0 percent, volatility of 364 percent, and expected lives of 0.10 years.

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, 2003                        Electronics Assembly    Ethernet Technology                  Total
---------------------------------------------------------------------------------------------------------
<S>                                              <C>                     <C>                   <C>
Sales to external customers                      $ 227,511               $ 42,263              $ 269,774
Intersegment sales                                  16,301                      -                 16,301
Segment loss                                      (598,963)               (55,776)              (654,739)
Segment assets                                   2,273,392                255,297              2,528,689
Depreciation and amortization                       81,846                  1,449                 83,295


March 31, 2002
---------------------------------------------------------------------------------------------------------
Sales to external customers                      $ 338,358              $ 302,972              $ 641,330
Intersegment sales                                 154,246                      -                154,246
Segment loss                                      (425,757)               (13,302)              (439,059)
Segment assets                                   3,270,995                628,091              3,899,086
Depreciation and amortization                      127,396                  5,236                132,632
</TABLE>


                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                                                            March 31,
---------------------------------------------------------------------------------------------------------------------
Sales                                                                          2003                    2002
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                    <C>
Total sales for reportable segments                                                 $ 286,075              $ 795,576
Elimination of intersegment sales                                                     (16,301)              (154,246)
---------------------------------------------------------------------------------------------------------------------
     Consolidated net sales                                                         $ 269,774              $ 641,330
---------------------------------------------------------------------------------------------------------------------

Net Loss
---------------------------------------------------------------------------------------------------------------------
Net loss for reportable segments                                                   $ (654,739)            $ (439,059)
Elimination of intersegment losses                                                          -                 13,302
---------------------------------------------------------------------------------------------------------------------
     Consolidated net loss                                                         $ (654,739)            $ (425,757)
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                    March 31,           December 31,
Total Assets                                                                             2003                   2002
---------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                    <C>
Total Assets for reportable segments                                              $ 2,528,689            $ 2,580,315
Elimination of intersegment amounts                                                         -                      -
---------------------------------------------------------------------------------------------------------------------
Consolidated  total assets                                                        $ 2,528,689            $ 2,580,315
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14
<PAGE>




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

This discussion should be read in conjunction with  managements'  discussion and
analysis of financial  condition and results of operation included in our Annual
Report on Form 10-KSB for the year ended December 31, 2002.

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, law enforcement,
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.

Significant Accounting Policies

Financial  Reporting  Release  No.  60,  which  was  recently  released  by  the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial statements.  Note 1 of the Notes to the Financial Statements contained
in our  Annual  Report on form  10-KSB  includes  a summary  of the  significant
accounting  policies  and  methods  used  in the  preparation  of our  Financial
Statements.  The  following  is a  brief  discussion  of  the  more  significant
accounting policies and methods used by us.

Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting  principles  generally accepted in the United States.
These  principles  require us to make  estimates and  judgments  that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure  of  contingent  assets and  liabilities.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable under the circumstances. Estimated amounts may differ under different
assumptions or conditions, and actual results could differ from the 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
experienced with such returns have not been significant and have been recognized
as incurred.

           Inventories

Inventories  are  stated at the lower of  average  cost or market  value.  Costs
include labor, material and overhead costs. Overhead costs are based on indirect
costs  allocated  among cost of sales,  work-in-process  inventory  and finished


                                       15
<PAGE>

goods inventory.  Indirect  overhead costs have been charged to cost of sales or
capitalized  as  inventory  based on  management's  estimate  of the  benefit of
indirect  manufacturing  costs  to the  manufacturing  process.

When there is evidence that the  inventory's  value is less than original  cost,
the inventory is reduced to market value. The Company determines market value on
current  resale  amounts  and whether  technological  obsolescence  exists.  The
Company has  agreements  with most of its customers that require the customer to
purchase  inventory  items  related  to their  contracts  in the event  that the
contracts  are  cancelled.  The market value of related  inventory is based upon
those agreements.

The Company typically orders inventory on a customer-by-customer basis. In doing
so the Company  enters into binding  agreements  that the customer will purchase
any excess  inventory  after all orders  are  complete.  Almost 80% of the total
inventory is secured by these agreements.

           Checks Written in Excess of Cash in Bank

Historically,  banks have  temporarily lent funds to us by paying out more funds
than were in our  accounts  under  existing  lines of credit  with those  banks.
Subsequent to May 2000, when Abacas purchase our line of credit obligation,  the
Company no longer had lines of credit with banks, and those loans were no longer
available or made to us.

Under our cash  management  system,  checks  issued but not  presented  to banks
frequently  result  in  overdraft  balances  for  accounting   purposes.   These
overdrafts are included as a current liability in the balance sheets.

Related Party Transactions


Certain transactions involving Abacas Ventures, Inc., the Saliba Private Annuity
Trust and the Saliba  Living  Trust are regarded as related  party  transactions
under FAS 57. Disclosure concerning these transactions is set out in this Item 6
under "Liquidity and Capital Resources - Liquidity and Financing  Arrangements,"
and in "Item 12 - Certain Relationships and Related Transactions."

We lease  approximately  40,000 square feet of office and manufacturing space in
West Valley City,  Utah, at a monthly lease rate of approximately  $16,000.  The
lease is renewable in November of 2006 for two additional ten-year periods. This
facility  serves as our  principal  offices and  manufacturing  facility  and is
leased from I&R  Properties,  LLC, a company owned and controlled by individuals
who are officers, directors and principal stockholders. We believe our lease for
the facility is on commercially reasonable terms.


Results of Operations - Comparison of Periods Ended March 31, 2003 and 2002

           Sales and Cost of Sales

Net sales decreased  significantly to $269,774 for the three-month  period ended
March 31, 2003 as compared to $641,330  during the same period in 2002.  Cost of
sales  decreased by 55.7%,  from $419,116  during the  three-month  period ended
March 31, 2002 to  $185,716  during the same  period in 2003.  Our gross  profit
margin for the  three-month  period  ended March 31,  2003 was 31.2%,  down from


                                       16
<PAGE>

34.6% for the same  period in 2002.  The  slight  decrease  in the gross  profit
margin is attributed to the company selling more consigned products than turnkey
products.  Though the  company  sustained  decreased  sales for the  three-month
period  ended March 31, 2003  compared to the same period in 2002 they were able
to maintain a steady gross profit margin.

           Inventory

We  use  just-in-time  manufacturing,  which  is  a  production  technique  that
minimizes work-in-process inventory and manufacturing cycle time, while enabling
us to deliver  products to customers in the quantities and time frame  required.
This  manufacturing  technique requires us to maintain an inventory of component
parts to meet customer  orders.  Inventory at March 31, 2003 was $1,522,859,  as
compared to  $1,550,553  at December  31, 2002.  The  decrease in inventory  was
primarily the result of better inventory  management,  and the implementation of
our inventory control system.

           Selling, General and Administrative Expenses

During the quarter  ended March 31, 2003,  selling,  general and  administrative
expenses were $555,554 versus  $520,608 for 2002, a 6.7% increase.  The increase
is a result of our increase in the size of our sales  staff,  an increase in the
commission  structure for the sales staff, and our effort to aggressively market
our products during a period of economic downturn.

           Interest Expense

Interest  expense for quarter  ended March 31, 2003 was  $110,743 as compared to
$136,880 for 2002, a decrease of 19.1%. This decrease is primarily  attributable
to a decrease in debt which was  attributed to the  conversions of notes payable
to shares of common  stock in January  and  December.  As of March 31,  2003 and
December 31, 2002, the amount of our liability for delinquent  state and federal
payroll taxes and estimated  penalties and interest  thereon was  $2,039,690 and
$2,029,626, respectively.

As a result  of the above  factors,  our  overall  net loss  increased  53.8% to
$654,739 for the quarter  ended March 31, 2003,  as compared to $425,757 for the
quarter ended March 31, 2002.

Liquidity and Capital Resources

Our expenses are currently  greater than our revenues.  We have had a history of
losses and our  accumulated  deficit was  $15,885,041  at March 31, 2003 and was
$15,230,302  at December 31, 2002. Our net operating loss for the quarter ending
March 31, 2003 was  $654,739,  compared to $425,757 for the quarter  ended March
31, 2002. Our current  liabilities  exceeded our current assets by $4,892,221 as
of March 31, 2003 and  $4,490,623  as of December 31, 2002.  The increase in the
difference is mostly attributed to increasing  account  payables,  notes payable
and accrued liabilities.  For the quarters ended March 31, 2003 and 2002, we had
negative cash flows from operations of $347,082 and $677,205, respectively.

           Cash

We had cash on hand of $500 at March 31, 2003 and December 31, 2002.

Net cash used in operating  activities  was $347,082 for the quarter ended March
31, 2003. During 2003, net cash used in operations was primarily attributable to


                                       17
<PAGE>

$654,739 in net losses from operations, partially offset by non-cash charges and
increases in accrued  liabilities of $84,894 and in increases to trades accounts
receivables of $85,042 and in a decrease to inventories of $27,694. The non-cash
charges  were  for   depreciation  and  amortization  of  $83,295  and  non-cash
compensation expense of $72,500.

Net cash used in investing  activities  during the quarter ended March 31, 2003,
consisted of equipment purchases of $6,495.

Net cash provided by financing  activities was $353,577 during the quarter ended
March 31, 2003.  Principal  sources of cash were proceeds of $100,000 from notes
payable to related parties and proceeds from the exercise of options to purchase
common stock of $197,500.

           Accounts Receivable

At March 31, 2003, we had receivables of $83,057,  net of a reserve for doubtful
accounts of $37,037,  as compared  to $37,464 at  December  31,  2002,  net of a
reserve of  $37,037.  This  increase is  primarily  attributed  to sales  having
increased compared to the last two months of last year.

            Accounts Payable

Accounts  payable were $1,444,765 at March 31, 2003 as compared to $1,359,723 at
December  31,  2002.  This  increase  is  primarily   attributed  to  additional
accounting and legal fees.

           Liquidity and Financing Arrangements

We have a history of  substantial  losses from  operations and using rather than
providing cash in operations. We had an accumulated deficit of $15,885,041 and a
total  stockholders'  deficit of  $4,278,836  at March 31, 2003. As of March 31,
2003, our monthly operating costs and interest  expenses averaged  approximately
$245,000 per month.

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.  At March
31,  2003,  we were in default of notes  payable  whose  principal  amount,  not
including the amount owing to Abacas Ventures, Inc., was approximately $640,000.
In addition,  the  principal  amount of notes that either  mature in 2003 or are
payable on demand exceed $490,000.

Management  believes that each of the related party transactions were as fair to
the Company as could have been made with unaffiliated third parties.

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


                                       18
<PAGE>

company  by  potential  investors  more  attractive.   These  efforts  consisted
primarily of seeking to become  current in our filings with the  Securities  and
Exchange  Commission  and of seeking  approval for quotation of our stock on the
NASD Over the Counter Electronic  Bulletin Board. NASD approval for quotation of
our stock was obtained in July 2002.

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.

In conjunction with our efforts to improve our results of operations,  discussed
above,  on November 5, 2002, we entered into an Equity Line of Credit  Agreement
(the  "Equity Line  Agreement")  with Cornell  Capital  Partners,  LP, a private
investor ("Cornell").  We subsequently terminated the Equity Line Agreement, and
on April 8, 2003, we entered into an amended equity line agreement (the "Amended
Equity Line Agreement")  with Cornell.  Under the Amended Equity Line Agreement,
we have the right to draw up to $5,000,000  from Cornell  against an equity line
of credit (the "Equity Line"),  and to put to Cornell shares of our common stock
in lieu of  repayment  of the  draw.  The  number  of  shares  to be  issued  is
determined by dividing the amount of the draw by the lowest closing bid price of
our  common  stock  over the five  trading  days  after  the  advance  notice is
tendered.  Cornell is required under the Amended Equity Line Agreement to tender
the funds  requested  by us within two trading  days after the  five-trading-day
period used to determine the market price.

Our issuances of shares of our common stock  pursuant to the Amended Equity Line
Agreement  will  serve to dilute  the  value of our  common  stock and  existing
shareholders' positions.

Forward-looking statements

All  statements  made in this  prospectus,  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.

Item 3.  Evaluation of Disclosure Controls and Procedures

     (a) Evaluation of Disclosure  Controls and Procedures.  The Company's chief
executive   officer  and  chief   financial   officer,   after   evaluating  the
effectiveness of the Company's  "disclosure controls and procedures" (as defined
in the Securities  Exchange Act of 1934, Rules 13a-14(c) and 15-d-14(c)) as of a
date (the  "Evaluation  Date")  within 90 days  before the  filing  date of this
quarterly report,  have concluded that, as of the Evaluation Date, the Company's
disclosure  controls and  procedures  were  adequate and designed to ensure that
material information  relating to the Company and its consolidated  subsidiaries
would be made known to them by others within those entities.



                                       19
<PAGE>

     (b) Changes in Internal Controls.  There were no significant changes in the
Company's internal controls,  or, to the Company's  knowledge,  in other factors
that could  significantly  affect these  controls  subsequent to the  Evaluation
Date.

                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings

As of March 31,  2003,  the  Company had  accrued  liabilities  in the amount of
$2,039,690  for  delinquent  payroll  taxes,  including  interest  estimated  at
$327,064 and  penalties  estimated at  $230,300.  Of this amount,  approximately
$314,403  was due the  State of Utah.  During  the  first  quarter  of 2003,  no
payments were made to the State of Utah.  Approximately  $1,714,348  was owed to
the Internal Revenue Service as of March 31, 2003. The required monthly payments
were made during each of the three months during the first quarter of 2003.  The
Company is currently  renegotiating  the terms of the payment  schedule with the
Internal  Revenue  Service.  Approximately  $10,939  was  owed to the  State  of
Colorado as of March 31, 2003.

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 of
$225,000,  together with interest at 8% per annum, was payable by July 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 held in escrow and have been treated as treasury  stock
recorded at no cost.  Because,  75% of the balance owing under the agreement was
not  paid by May 18,  2002,  we were  required  to  prepare  and  file  with the
Securities & Exchange Commission,  at our expense, a registration statement with
respect to the shares that were  escrowed.  The payment was not made,  nor was a
registration statement filed with respect to the escrowed shares.

Pursuant to a Termination of Sublease  Agreement  dated as of May 22, 2002 among
the Company,  Sunborne and other  parties,  the sublease  agreement that was the
subject  of our  litigation  with  Sunborne  was  terminated  and a  payment  of
approximately  $109,000 was  credited  against the amount owed by the Company to
Sunborne under the Company's  settlement agreement with them. Sunborne has filed
a claim that this  amount was to be an  additional  rent  expense  rather than a
payment on the note  payable.  The  Company  disputes  this claim and intends to
vigorously defend the action.

As of May 16,  2003,  the  Company was in default of its  obligations  under the
settlement  agreement with Sunborne,  i.e., the total payment due thereunder had
not been made, a registration  statement with respect to the escrowed shares was
not filed,  and the Company did not replace the escrowed shares with registered,
free-trading shares as per the terms of the agreement. Accordingly, Sunborne has
filed the  Confession  of Judgment and proceeded  with  execution  thereon.  The
Company  is  currently  negotiating  with  Sunborne  in an attempt to settle the
remaining obligation under the settlement agreement.



                                       20
<PAGE>

We also assumed certain  liabilities of Circuit  Technology,  Inc. in connection
with our transactions  with that entity in the year 2000, and as a result we are
defendant in a number of legal actions involving nonpayment of vendors for goods
and services  rendered.  We have  accrued  these  payables  and have  negotiated
settlements  with respect to some of the  liabilities,  including those detailed
below, and are currently negotiating settlements with other vendors.

Advanced Component Labs adv. Circuit Technology Corporation Civil No. 990912318,
Third Judicial District Court, Salt Lake Department,  Salt Lake County, State of
Utah. Suit was brought  against the Company on or about December 8, 1999,  under
allegations  that the Company owed  $44,269.43 for the cost of goods or services
provided to the Company for the Company's  use and benefit.  Claims are asserted
for breach of implied contract and unjust enrichment.  The Company has answered,
admitting  that it owed  certain  sums for  conforming  goods and  services  and
denying all other claims. Initial discovery is beginning. No trial date has been
set.

Advanced  Electronics  has  notified the Company that it believes it has a claim
against  the  Company  in the  amount  of  $67,691.56  for the  cost of goods or
services provided to the Company for the Company's use and benefit. Negotiations
for settlement of this claim have resulted in an agreement in principal  whereby
the Company  will make a cash  payment to this  creditor  and issue a promissory
note and shares of its restricted common stock in satisfaction of the creditor's
claims.  The  parties  are  presently  negotiating  the terms of the  settlement
documents.  However,  until the settlement documents are executed and delivered,
there can be no assurance  that the  creditor's  claims will be settled nor that
the terms will be favorable to the Company.

Arrow  Electronics adv. Circuit  Technology  Corporation,  Civil No.  990409504,
Third Judicial District Court Sandy Department, Salt Lake County, State of Utah.
Suit was  brought  against  the  Company on or about  October  19,  1999,  under
allegations  that the Company owes  $199,647.92  for  materials and services and
terms of a promissory  note.  The Company has answered,  admitting  that it owed
certain sums and denying all other claims.  The Company and Arrow have entered a
settlement agreement under which the Company will pay $6,256.24 each month until
the  obligation  and interest  thereon are paid.  Judgment was entered April 24,
2001, against the Company for $218,435.46 accruing at 16% per annum. The Company
is currently attempting to negotiate a settlement of these claims.

Arrow  Electronics adv. Circuit  Technology  Corporation,  Civil No.  010406732,
Third Judicial  District Court,  Sandy  Department,  Salt Lake County,  State of
Utah.  Suit was brought  against the  Company on or about June 28,  2001,  under
allegations that the Company owes  $41,486.26.  Judgment was entered against the
Company on January 7, 2002.  The Company is currently  attempting to negotiate a
settlement of these claims.

Avnet  Electronics  has  notified  the  Company  that it believes it has a claim
against  the  Company  in the  amount  of  $180,331.02  for the cost of goods or
services  provided to the Company for the Company's use and benefit.  No lawsuit
has been filed.  Negotiations  for  settlement of this claim have resulted in an
agreement  in  principal  whereby the Company  will make a cash  payment to this
creditor  and  issue a  promissory  note  and its  restricted  common  stock  in
satisfaction of the creditor's claims. The parties are presently negotiating the
terms of the settlement documents.  However,  until the settlement documents are
executed and delivered,  there can be no assurance  that the  creditor's  claims
will be settled nor that the terms will be favorable to the Company.

Contact East has  notified  the Company that it believes it has a claim  against
the  Company  in the  amount  of  $32,129.89  for the cost of goods or  services
provided  to the  Company  for the  Company's  use and  benefit.  The Company is


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<PAGE>

reviewing its records in an effort to confirm the validity of the claims and has
been involved in settlement negotiations.

C/S  Utilities  has notified the Company that it believes it has a claim against
the Company in the amount of $32,472 regarding utilities  services.  The Company
is reviewing  its records in an effort to confirm the validity of the claims and
has been involved in settlement negotiations.

Future Electronics Corp v. Circuit Technology Corporation,  Civil No. 000900296,
Third Judicial District Court, Salt Lake County, State of Utah. Suit was brought
against the Company on or about  January 12, 2000,  under  allegations  that the
Company  owed  $646,283.96  for the cost of goods or  services  provided  to the
Company for the  Company's  use and benefit.  Claims were asserted for breach of
contract, fraud, negligent misrepresentation,  unjust enrichment, account stated
and dishonored instruments.  The Company answered the complaint,  admitting that
it owed  certain  sums for  conforming  goods and services and denying all other
claims.  Partial Summary Judgment was entered in the amount of $646,783.96 as to
certain claims against the Company. During 2000, the Company settled the lawsuit
by issuing  5,281,050  shares of the Company's  common stock valued at $324,284,
paying $83,000 in cash and issuing two notes payable totaling  $239,000.  During
2002,  Future filed a confession of judgment claiming that the Company defaulted
on its  agreement  and claimed the 2000 lawsuit was not properly  satisfied.  At
December  31, 2002,  the Company  owed  $60,133 of principal  under terms of the
remaining  note payable.  The Company  denies the vendor's  claim and intends to
vigorously defend itself against the confession of judgment.

Christine Hindenes v. Racore Network,  Inc., and CirTran  Corporation,  Superior
Court of California,  County of Santa Clara,  Civil No.  CV811051.  Ms. Hindenes
brought suit against the Company and Racore for unpaid wages seeking $40,516.44.
The case has been sent to  non-binding  arbitration  which will  commence in May
2003. The parties are also negotiating settlement.

Infineon Technologies North America Corp. adv. Circuit Technology,  Inc. et al.,
Case No. CV 792634,  Superior Court of the State of California,  County of Santa
Clara. Judgment was entered against Circuit Technology, Inc., on March 12, 2002,
in the  amount of  $181,342.15.  As of March 25,  2003,  we are not aware of any
collection efforts made by Infineon.

John J. La Porta v. Circuit Technology,  Inc. et al., Case No. 010900785,  Third
Judicial District Court, Salt Lake Department,  Salt Lake County, State of Utah.
Mr. La Porta  filed suit on or about  January 23,  2001,  seeking to recover the
principal  sum of $135,941  plus  interest on a promissory  note given by Racore
Technology  Corp.  Mr. La Porta  claims that the  Company is a guarantor  of the
promissory  note and the  Company  should be held  liable  because  of  Racore's
default on the note. The parties are presently negotiating settlement.

Molex has  notified  the Company  that it  believes  it has a claim  against the
Company in the amount of $90,000.00  for the cost of goods or services  provided
to the Company for the Company's  use and benefit.  The Company is reviewing its
records in an effort to confirm the validity of the claims and has been involved
in settlement negotiations.

Orbit Systems,  Inc. adv. Circuit Technology,  Inc. et al, Case No. 010100050DC,
Third Judicial  District Court,  West Valley City Department,  Salt Lake County,
State of Utah. Orbit filed suit on January 4, 2001, seeking to recovery $173,310
for the costs of goods  that Orbit  claims the  Company  was under  contract  to
purchase.  The Company filed an answer denying the  substantive  allegations and
filed a Third-party  Complaint  against Osicom  Technologies,  Inc., and Entrada
Networks, Inc. ("Entrada"), for contribution, indemnity and reimbursement in the
event the Company is held liable to Orbit.  Discovery  was begun.  Subsequently,


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<PAGE>

the  Company  entered  into an  agreement  with  Entrada  and  Orbit.  Under the
agreement,  Entrada  agreed to purchase  certain parts and equipment from Orbit.
Once Entrada had paid Orbit for the parts and equipment, Orbit would dismiss its
suit  against the  Company,  and once Orbit had  dismissed  its suit against the
Company,  the Company would dismiss its suit against  Entrada.  To the Company's
knowledge,  Entrada  ordered the parts and equipment from Orbit.  As of April 4,
2003,  the  amount at issue is  approximately  $600,  but this suit has not been
dismissed.

Sager  Electronics adv. Circuit  Technology  Corporation,  Civil No.  000403535,
Third Judicial  District Court,  Sandy  Department,  Salt Lake County,  State of
Utah.  Suit was brought  against the Company on or about March 23,  2000,  under
allegations  that the Company owed  $97,259.23 for the cost of goods or services
provided to the Company for the Company's  use and benefit.  Claims are asserted
for non payment of amount  owing.  The Company has answered,  admitting  that it
owed  certain  sums for  conforming  goods and  services  and  denying all other
claims. Negotiations for settlement have resulted in an agreement for settlement
of all claims of Sager  against the Company.  The Company has  arranged  certain
payments  and is required  to pay Sager  $1,972.07  each month  until paid.  The
Company   defaulted  on  its  obligations  in  December  2002.  The  Company  is
negotiating a new settlement with Sager.

Signal Transformer Co., Inc., has notified the Company that it believes it has a
claim  against  the  Company in the  amount of $38,989  for the cost of goods or
services provided to the Company for the Company's use and benefit. Negotiations
for settlement of this claim have resulted in an agreement in principal  whereby
the Company will arrange for a cash  payment to this  creditor.  The parties are
presently negotiating the terms of the settlement documents.  However, until the
settlement documents are executed and delivered,  there can be no assurance that
the  creditor's  claims will be settled nor that the terms will be  favorable to
the Company.

SuhTech  Electronics adv. Circuit  Technology  Corporation,  Civil No. 00L14505,
Circuit Court of Cook County Department,  Law Division,  State of Illinois. Suit
was brought against the Company on or about December 23, 1999, under allegations
that the Company owed $213,717.70 for the cost of goods or services  provided to
the Company for the Company's use and benefit. Claims are asserted for breach of
contract,  unjust  enrichment  and account  stated.  The  Company has  answered,
admitting  that it owed  certain  sums for  conforming  goods and  services  and
denying all other claims.  Judgment was subsequently entered against the Company
on May 29, 2002. The parties are presently  negotiating  the terms of settlement
documents,  pursuant  to which the  Company  will  facilitate  a payment to this
creditor a cash payment and issue a promissory note and shares of its restricted
common  stock in  satisfaction  of the  creditors'  claims.  However,  until the
settlement documents are executed and delivered,  there can be no assurance that
the creditors claims will be settled nor that the terms will be favorable to the
Company.

University  of Utah v. CirTran  Corporation,  Third  District  Court,  Salt Lake
County,  Civil No.  020900494 . The University of Utah filed a claim against the
Company on January 18, 2002, seeking $37,473.10 in damages. The University filed
a motion  for  summary  judgment  in  early  2003.  The  parties  are  presently
negotiating settlement.

Volt Temporary Services has notified the Company that it believes it has a claim
against  the  Company in the amount of $30,986 for the cost of goods or services
provided  to the  Company  for the  Company's  use and  benefit.  The Company is
reviewing its records in an effort to confirm the validity of the claims and has
been involved in settlement negotiations.



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<PAGE>

Wells Fargo Equipment  Finance adv. Circuit  Technology  Corporation,  Civil No.
901207 Third Judicial District Court, Salt Lake County,  State of Utah. Suit was
brought  against the Company on or about  February 10, 2000,  under  allegations
that the Company  owed  $439,493.56  for a loan  provided to the Company for the
Company's use and benefit. Claims are asserted for breach of contract, breach of
guarantee and replevin. The Company has answered, admitting that it owed certain
sums for  conforming  goods and services and denying all other  claims.  Initial
discovery  is  beginning.  Judgment  has been  entered  against  the Company and
certain  guarantors  in the amount of  $427,291.69  plus interest at the rate of
8.61% per annum  from June 27,  2000.  The  parties  have  reached a  settlement
agreement  under  which the  Company  will pay  approximately  $12,000 per month
beginning in January 2003 to resolve this claim.

Zion's  First  National  Bank has notified the Company that it believes it has a
claim  against  the Company in the amount of  $240,000.00  for loans made to the
Company for the Company's use and benefit.  The Company has entered into a Fifth
Forbearance  and Loan  Modification  Agreement,  requiring  monthly  payments of
$20,000.00.  The Company subsequently  renegotiated a settlement with Zions Bank
under which the Company will pay  approximately  $12,000 per month  beginning in
January 2003.

George  M.  Madanat,  Civil  No.  KC  035616,  Superior  Court  of the  State of
California  for the  County of Los  Angeles,  East  District.  Suit was  brought
against  the  company on or about  April 2,  2001,  under  allegations  that the
company owed $121,824.90 under the terms of a promissory note. A Stipulation for
Settlement  and for Entry of Judgment  was  executed by the parties  wherein the
Company  agreed to arrange for  payment of a principal  amount of $145,000 in 48
monthly  installments.  The Company  subsequently  defaulted on its  obligations
under the settlement agreement, and judgment was entered against the Company. As
of April 4, 2003, the Company is not aware of any collection efforts.

Internal Revenue Service.  The Internal Revenue Service has notified the Company
that the Company owes  approximately $2.0 million in employee payroll taxes. The
Company is  reviewing  its records in an effort to confirm  the  validity of the
claims and has been involved in settlement negotiations.

Dickson  Circuits  USA,  Third  District  Court,  Sandy  Department,  Civil  No.
030401796.  Dickson  Circuits  filed suit  against  the Company in the amount of
$31,744.64  for the cost of goods and  services  provided to the Company for the
Company's use and benefit.  The Company is reviewing its records in an effort to
confirm  the  validity  of the  claims  and  has  been  involved  in  settlement
negotiations. The lawsuit is currently pending.

Item 2.      Changes in Securities

         Recent Sales of Unregistered Securities

Pursuant to the Amended Equity Line of Credit Agreement  (discussed  above), the
Company  will put to the Equity Line  Investor,  in lieu of repayment of amounts
drawn on the Equity Line,  shares of the Company's  common  stock.  Although the
Company  plans to file a  registration  statement  to register the resale by the
Equity Line  Investor of the shares put to it by the Company,  the  issuances of
shares to the Company will be 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,  and the shares
will  be  issued  to only  one  investor  which  has  represented  that it is an
"accredited  investor"  as that term is  defined  in  Regulation  D  promulgated
pursuant to the Securities Act of 1933.



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<PAGE>

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, 2003:

          (i)  Form 8-K/A filed March 21, 2003,  to amend  exhibits to a Current
               Report on Form 8-K originally  filed  December 31, 2002,  setting
               forth terms of shares of stock issued in connection  with release
               of claims against the Company.

           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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<PAGE>

                                   SIGNATURES

In accordance  with the Securities  Exchange Act of 1934, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.


                                     CIRTRAN CORPORATION

Date:   May 19, 2003                By: /s/ Iehab Hawatmeh
                                        President



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