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


                                  FORM 10-QSB/A
                                 Amendment No. 1

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


                               CIRTRAN CORPORATION


For the quarter ended June 30, 2001               Commission file number 0-26059
                      -------------                                      -------


                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
                                   -----     -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:


As of July 31, 2001, the number of shares  outstanding of the registrant's  only
class of common stock was 156,301,005.

Transitional Small Business Disclosure Format (check one):   Yes      No    X
                                                                -----    ------





<PAGE>


                                Table of Contents

The registrant  amends Quarterly Report on Form 10-QSB for the period ended June
30, 2001 to furnish restated  financial  statements and a restated  Management's
Discussion and Analysis of Financial Condition and Results of Operations. Except
as otherwise  specifically noted, all information in this Form 10-QSB/A is as of
June 30, 2001 and does not reflect any subsequent information or events.

                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1     Consolidated Condensed Financial Statements

              Balance Sheets as of June 30, 2001 (unaudited) and
              December 31, 2000                                                3

              Statements of Operations (unaudited) for the
              Three Months ended June 30,  2001 and 2000 and
              for the Six Months ended June 30, 2001 and 2000                  4

              Statements of Cash Flows (unaudited) for the Six
              Months ended June 30, 2001 and 2000                              5

              Notes to Consolidated Condensed Financial Statements
              (unaudited)                                                      6

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


PART II - OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K                                   13

Signatures                                                                    13






<PAGE>
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

                       CirTran Corporation and Subsidiary
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     Assets

                                                                                         June 30,       December 31,
                                                                                           2001             2000
                                                                                      -------------   ----------------
                                                                                       (Unaudited)
                                                                                        (restated)       (restated)
<S>                                                                                  <C>             <C>

CURRENT ASSETS
    Cash and cash equivalents                                                        $         427   $         11,068
    Trade accounts receivable, net of allowance for doubtful
      accounts of $111,603 in 2001 and $82,502 in 2000                                     494,181            874,097
    Inventories                                                                          1,718,172          1,755,786
    Other                                                                                  102,636             94,176
                                                                                      -------------   ----------------
           Total current assets                                                          2,315,416          2,735,127

PROPERTY AND EQUIPMENT, NET                                                              1,638,855          1,871,076

OTHER ASSETS, NET                                                                            9,572             10,587
                                                                                      -------------   ----------------
                                                                                     $   3,963,843   $      4,616,790
                                                                                      =============   ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Checks written in excess of cash in bank                                         $      73,456   $          5,491
    Accounts payable                                                                     1,906,609          1,561,752
    Accrued liabilities                                                                  2,988,295          2,339,949
    Notes payable to stockholders                                                        1,020,966          1,020,966
    Current maturities of capital lease obligations                                         39,274             39,274
    Current maturities of long-term obligations                                          3,417,090          3,432,090
                                                                                      -------------   ----------------
           Total current liabilities                                                     9,445,690          8,399,522

LONG-TERM OBLIGATIONS, less current maturities                                             441,041            529,964

CAPITAL LEASE OBLIGATIONS, less current maturities                                          12,257             14,257

COMMITMENTS                                                                                      -                  -

STOCKHOLDERS' DEFICIT
    Common stock, $0.001 par value; Authorized 750,000,000 shares; issued and
      outstanding; 156,301,005 in 2001 and 2000                                            156,301            156,301
    Additional paid-in capital                                                           5,664,154          5,664,154
    Accumulated deficit                                                                (11,755,600)       (10,147,408)
                                                                                      -------------   ----------------
           Total stockholders' deficit                                                  (5,935,145)        (4,326,953)
                                                                                      -------------   ----------------
                                                                                     $   3,963,843   $      4,616,790
                                                                                      =============   ================

</TABLE>


         The  accompanying  notes are an integral  part of these statements.


<PAGE>

<TABLE>
<CAPTION>

                       CirTran Corporation and Subsidiary

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                      Three months ended                    Six months ended
                                                           June 30,                             June 30,
                                               ---------------------------------    ---------------------------------
                                                    2001              2000               2001               2000
                                               ---------------   ---------------    ---------------    --------------
                                                  (restated)        (restated)         (restated)        (restated)
<S>                                           <C>               <C>                <C>                <C>
Net sales                                     $      420,480    $    1,951,501     $    1,070,965     $    2,680,038

Cost of sales                                        305,773           796,623            851,251          2,183,107
                                               ---------------   ---------------    ---------------    --------------

           Gross profit                              114,707         1,154,878            219,714            496,931

Selling, general and administrative expenses         628,095           788,388          1,288,499          1,371,797
                                               ---------------   ---------------    ---------------    --------------

           Income (loss) from operations            (513,388)          366,490         (1,068,785)          (874,866)
                                               ---------------   ---------------    ---------------    --------------
Other income (expense)
    Interest expense                                (298,286)         (306,070)          (543,507)          (308,317)
    Other, net                                         4,100               243              4,100                400
                                               ---------------   ---------------    ---------------    --------------

                                                    (294,186)         (305,827)          (539,407)          (307,917)
                                               ---------------   ---------------    ---------------    --------------

           Income (loss) before income taxes        (807,574)           60,663         (1,608,192)        (1,182,783)

Income tax expense                                         -                 -                  -                  -
                                               ---------------   ---------------    ---------------    --------------

           Net LOSS                           $     (807,574)   $       60,663     $   (1,608,192)    $   (1,182,783)
                                               ===============   ===============    ===============    ==============

Net loss per common share
   Basic                                      $        (0.01)   $         0.00     $        (0.01)    $        (0.01)
   Diluted                                             (0.01)             0.00              (0.01)             (0.01)

Weighted-average common and
   diluted common equivalent
   shares outstanding
    Basic                                        156,301,005       134,913,091        156,301,005        132,191,362
    Diluted                                      156,301,005       134,913,091        156,301,005        132,191,362


</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>


                       CirTran Corporation and Subsidiary

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                           Six months ended June 30,
                                                                                        ------------------------------
                                                                                             2001            2000
                                                                                        --------------  --------------
                                                                                          (restated)      (restated)
<S>                                                                                    <C>             <C>

Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
       Net loss                                                                        $   (1,608,192) $   (1,182,783)
       Adjustments to reconcile net loss to net
         cash provided by (used in) operating activities
           Depreciation and amortization                                                      234,065         336,999
           Provision for loss on trade receivables                                             29,101               -
           Reserve for inventory obsolescence                                                       -          78,000
           Changes in assets and liabilities
               Trade accounts receivable                                                      350,815             664
               Inventories                                                                     37,614        (267,528)
               Other assets                                                                    (7,445)         (5,693)
               Accounts payable                                                               344,857        (254,082)
               Accrued liabilities                                                            648,346         377,557
                                                                                        --------------  --------------
                  Total adjustments                                                         1,637,353         265,917
                                                                                        --------------  --------------
                  Net cash provided by (used in)
                    operating activities                                                       29,161        (916,866)
                                                                                        --------------  --------------
    Net cash used in investing activities -
       Purchase of property and equipment                                                      (1,844)         (7,553)
                                                                                        --------------  --------------
       Decrease in receivable from stockholders                                                     -          30,000
       Increase (decrease) in checks written in excess
         of cash in bank                                                                       67,965          (8,844)
       Net change in line of credit                                                                 -          27,820
       Principal payments on long-term obligations                                           (103,923)       (194,902)
       Principal payments on capital leases                                                    (2,000)         (1,555)
       Purchase of outstanding stock                                                                -         (80,000)
       Issuance of common stock                                                                     -       1,151,600
                                                                                        --------------  --------------
                  Net cash (used in) provided by financing activities                         (37,958)        924,119
                                                                                        --------------  --------------
                  Net decrease in cash and cash equivalents                                   (10,641)           (300)

Cash and cash equivalents at beginning of period                                               11,068             500
                                                                                        --------------  --------------

Cash and cash equivalents at end of period                                             $          427  $          200
                                                                                        ==============  ==============

Supplemental disclosure of cash flow information
------------------------------------------------
Cash paid during the period for
    Interest                                                                           $       35,572  $      308,317

</TABLE>


        The accompanying notes are an integral part of these statements.



<PAGE>


                       CirTran Corporation and Subsidiary

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             June 30, 2001 and 2000


NOTE A - BASIS OF PRESENTATION

       The accompanying unaudited consolidated condensed financial statements of
       CirTran  Corporation  and Subsidiary  (the Company) have been prepared in
       accordance with accounting  principles  generally  accepted in the United
       States of America (US GAAP) for interim  financial  information  and with
       the instructions to Form 10-QSB. Accordingly,  these financial statements
       do not include all of the information and footnote  disclosures  required
       by  accounting  principles  generally  accepted  in the United  States of
       America for complete financial statements. These financial statements and
       footnote  disclosures  should  be read in  conjunction  with the  audited
       consolidated  financial  statements  and notes thereto for the year ended
       December  31,  2000.  In the  opinion  of  management,  the  accompanying
       unaudited   consolidated   condensed  financial  statements  contain  all
       adjustments  (consisting of only normal recurring  adjustments) necessary
       to fairly  present the Company's  consolidated  financial  position as of
       June 30,  2001,  its  consolidated  results of  operations  for the three
       months  ended  June 30,  2001 and 2000 and its  consolidated  results  of
       operations  and cash  flows for the six months  ended  June 30,  2001 and
       2000. The results of operations for the three months and six months ended
       June 30, 2001,  may not be indicative of the results that may be expected
       for the year ending December 31, 2001.


NOTE B - INVENTORIES

       Inventories consist of the following:

                                                  June 30,        December 31,
                                                    2001              2000
                                                ------------    ---------------
           Raw materials                       $  1,619,228    $      1,634,178
           Work in process                          187,906             169,676
           Finished goods                           456,904             497,798
                                                ------------    ---------------
                                                  2,264,038           2,301,652
           Less reserve for obsolescence            545,866             545,866
                                                ------------    ---------------
                                               $  1,718,172    $      1,755,786
                                                ============    ===============


NOTE C - MERGER AGREEMENT


       Effective  July 1, 2000,  all of the assets and  certain  liabilities  of
       Circuit  Technology  Corporation  (Circuit) were acquired by CTI Systems,
       Inc.  (CTISI),  a wholly owned  subsidiary of Vermillion  Ventures,  Inc.
       (VVI), an inactive  corporation.  The  stockholders  of Circuit  received
       150,000,000  shares  of VVI  common  stock  in the  transaction  of which
       12,000,000  shares  were paid by  Circuit  to Cogent  Capital  Corp.  for
       services  performed in facilitating the transaction.  CTISI  subsequently
       changed its name to CirTran Corporation.


       The  merger  was  accounted  for  as a  reverse  acquisition  of  CirTran
       Corporation  by Circuit.  Although  CirTran  Corporation is the surviving
       legal  entity,  for  accounting  purposes  Circuit  was  treated  as  the
       surviving accounting entity.


<PAGE>


NOTE D - LITIGATION

       Circuit (the surviving  accounting  entity,  Note C) is a defendant in an
       alleged breach of a facilities sublease agreement in Colorado.  A lawsuit
       was filed in which the plaintiff  seeks to recover past due rent,  future
       rent,  and other lease charges.  Management  and the Company's  attorneys
       have  estimated  the  range  of  potential  loss  to be  between  $0  and
       $2,500,000. The wide range is due to two rent calculation methods written
       in the master lease. Under one calculation,  the amount would be minimal.
       Under the other  calculation,  the amount would represent all future rent
       (reduced by rent received from future tenants).  The Company filed a suit
       against  the  landlord  for an amount in excess of  $500,000  for missing
       equipment.  Rent  has  been  accrued  through  December  31,  2000 and is
       included in accrued liabilities.

       Circuit  is also  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.


NOTE E - 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 included in the Company's Form 10-KSB for
       the year ended  December 31, 2000. The Company  evaluates  performance of
       each segment based on earnings or loss from operations.  Selected segment
       information is as follows:
<TABLE>
<CAPTION>


                                                            Electronics       Ethernet
              Three Months ended June 30, 2001               Assembly        Technology         Total
              --------------------------------           --------------   -------------   --------------
        <S>                                              <C>              <C>             <C>
        Sales to external customers                      $     305,989    $     114,491   $     420,480
        Intersegment sales                                      85,083                -          85,083
        Segment income (loss)                                 (807,574)        (126,345)       (933,919)
        Segment assets                                       3,581,888          511,986       4,093,874

              Three Months ended June 30, 2000
        Sales to external customers                      $   1,271,055    $     680,646   $   1,951,701
        Intersegment sales                                     375,306                -         375,306
        Segment earnings (loss)                                 60,662         (336,940)        276,278
        Segment assets                                       5,898,535        1,249,051       7,147,586

                      Net Sales                                             June 30, 2001    June 30, 2000
                      ---------                                            --------------   --------------
        Total sales for reportable segments                               $     505,563    $  2,326,807
        Elimination of intersegment sales                                       (85,083)        375,306
                                                                           --------------   --------------
                   Consolidated net sales                                 $     420,480    $  1,951,501
                                                                           ==============   ==============

                 Net Earnings (Loss)
        Net loss for reportable segments                                  $    (665,195)   $   (276,278)
        Elimination of intersegment amounts                                    (142,379)        336,941
                                                                           --------------   --------------

                   Consolidated net earnings (loss)                       $    (807,574)   $     60,663
                                                                           ==============   ==============

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                            Electronics       Ethernet
               Six Months ended June 30, 2001                Assembly        Technology         Total
               ------------------------------             --------------   -------------   --------------
        <S>                                              <C>              <C>             <C>
        Sales to external customers                      $     687,523    $     383,442   $   1,070,965
        Intersegment sales                                     262,832                -         262,832
        Segment income (loss)                               (1,608,192)           8,017      (1,600,175)
        Segment assets                                       3,294,486          476,454       3,770,940

               Six Months ended June 30, 2000
        Sales to external customers                      $   1,808,685    $     871,353   $   2,680,038
        Intersegment sales                                     432,127                -         432,127
        Segment loss                                        (1,182,783)        (407,943)     (1,590,726)
        Segment assets                                       6,667,740        1,250,655       7,918,395

                      Net Sales                                             June 30, 2001    June 30, 2000
                      ---------
                                                                           --------------   --------------
        Total sales for reportable segments                               $   1,333,797    $  3,112,165
        Elimination of intersegment sales                                      (262,832)       (432,127)
                                                                           --------------   --------------

                   Consolidated net sales                                 $   1,070,965    $  2,680,038
                                                                           ==============   ==============

                       Net Loss
        Net loss for reportable segments                                  $  (1,600,175)   $ (1,590,726)
        Elimination of intersegment amounts                                      (8,017)        407,943
                                                                           --------------   --------------
                   Consolidated net loss                                  $  (1,608,192)   $ (1,182,783)
                                                                           ==============   ==============

                                                                                       June 30,
                                                                           -------------------------------
                                                                                2001              2000
                                                                           --------------   --------------
                     Total Assets
        Total assets for reportable segments                              $   3,770,940    $  7,918,395
        Elimination of intersegment amounts                                     192,903        (747,300)
                                                                           --------------   --------------

                   Consolidated total assets                              $   3,963,843    $  7,171,095
                                                                           ==============   ==============
</TABLE>

NOTE F - RESTATEMENT

       The consolidated  financial statements at and for the year ended December
       31, 2000 have been restated to reflect  corrections to recognize $300,900
       reduction in  inventory,  $45,213 write off of accounts  receivables  and
       other assets,  and $1,041,653 of additional  accounts payable and accrued
       liabilities.  It has been  determined  that  adjustments are necessary to
       write down inventory  purchased for specific customers that does not have
       alternative use and record accounts payable and accrued  liabilities that
       should have been recognized in 2000.

       In addition,  the  financial  statements  at and for the six months ended
       June 30, 2001 have been  restated  to reflect  corrections  to  recognize
       $466,010  of  additional   accounts  payable  and  accrued   liabilities.
       Accordingly,  the cost of sales has been  increased by $27,075,  interest
       expense  has been  increased  by  $313,935,  and  other  income  has been
       decreased  $125,000 in the  consolidated  statement of operations for the
       six months then ended.

       The  statement of  operations  for the six months ended June 30, 2000 has
       also  been  restated  to  correct  overstatements  in  accounts  payable.
       Accordingly,  cost of sales  has been  decreased  by  $328,172  and other
       income  has been  decreased  $67,260  in the  consolidated  statement  of
       operations for the six months then ended.

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.

Results of Operations

         Net Sales and Cost of Sales

Net  sales  for the three  months  ended  June 30,  2001  decreased  by 78.4% to
$420,480  compared to $1,951,501  for the three months ended June 30, 2000.  Net
sales decreased 60% to $1,070,965 for the six-month period ended June 30,2001 as
compared to $2,680,038  during the same period in 2000. The decreases  primarily
reflect  the  loss  of two  major  customers,  Andrew  Corporation  and  Entrada
Networks,  Inc. In addition,  management  has shifted its marketing  effort away
from high-volume,  low-margin orders to lower-volume,  higher margin orders, and
this change has  contributed to a lower sales volume.  The results of this shift
are partially  reflected in lower sales  figures,  but also in an improved gross
profit  margin.  Cost of sales  decreased  by 61%,  from  $2,183,107  during the
six-month period ended June 30, 2000 to $851,251 during the same period in 2001.
Our gross  profit  margin  improved  marginally,  increasing  from 18.5% for the
six-month period ended June 30, 2000 to 20.5% for the same period in 2001.

         Selling, General and Administrative Expenses

During  the  six-month   period  ended  June  30,  2001  selling,   general  and
administrative  expenses were $1,288,499,  as compared to $1,371,797  during the
same period in 2000,  representing a 6.1% decrease. Due to the decline in sales,
however,  selling,  general and administrative expenses as a percentage of sales
increased during the six-month period ended June 30, 2001 to 120.3%, as compared
to 51.2% during the same period in 2000.

         Interest Expense

Interest  expense for the six months ended June 30, 2001 was $543,507,  compared
to  $308,317  during the same  period in 2000.  This  represents  an increase of
$235,190, or 76.3%, and is reflective of our significant debt load.

As a result of the above factors,  and primarily due to the significant decrease
in sales  between  the two  periods,  our overall  net loss  increased  36.0% to
$1,608,192 for the six-month period ended June 30, 2001, from $1,182,783  during
the same period in 2000.



<PAGE>


Liquidity and Capital Resources

Our expenses are currently  greater than our revenues.  We have had a history of
losses and our  accumulated  deficit was  $10,147,408  at December  31, 2000 and
$11,755,600 at June 30, 2001.  Our net operating  loss for the six-month  period
ending June 30, 2001 was $1,608,192,  compared to $1,182,783 for the same period
in 2000. Our current liabilities exceeded our current assets by $7,130,274 as of
June 30, 2001 and $5,664,395 as of December 31, 2000.

         Cash

At December 31, 2000, we had $11,068 cash on hand. By June 30, 2001, our cash on
hand was $427, a decrease of $10,641. We also increased checks written in excess
of cash in bank by $67,965  from $5,491 at December  31, 2000 to $73,456 at June
30, 2001.

Net cash provided by operating  activities  was $29,161 for the six months ended
June 30, 2001,  compared to $916,866 used by operations for the six months ended
June 30,  2000.  During  the  six-month  period  ended June 30,  2001,  net cash
provided by operations was primarily attributable to our net loss of $1,608,192,
offset by non-cash charges,  increases in accrued liabilities of $648,346 and in
accounts payable of $344,857, and a decrease in accounts receivable of $350,815.
The non-cash charges include depreciation and amortization of $234,065.

Net cash used in investing  activities during the six months ended June 30, 2001
and 2000, consisted of equipment purchases of $1,844 and $7,553, respectively.

Net cash used in financing activities during the six-month period ended June 30,
2001 was $37,958,  representing  $67,965 provided by checks written in excess of
cash in bank,  less  approximately  $106,000  used  for  principal  payments  on
long-term obligations and capital leases.

         Accounts Receivable

By June 30,  2001,  net  accounts  receivable  had  decreased  from  $874,097 at
December 31, 2000 to $494,181.  This significant decrease in accounts receivable
reflects our  decrease in sales during the first six months of 2001,  as well as
our efforts to improve the aging and quality of our current receivables

         Accounts Payable

Accounts payable were  approximately  $1,907,000 at June 30, 2001 as compared to
$1,562,000  at December 31, 2000.  This  increase is primarily  attributable  to
additional  credit  purchases of inventory  and services and a lack of available
cash to pay vendors as invoices became due.

         Liquidity and Financing Arrangements

We sustained  losses of  approximately  $1,608,000  and  $1,183,000  for the six
months ended June 30, 2001 and 2000,  respectively.  We also sustained losses of
approximately $808,000 and $245,000 for the three months ended June 30, 2001 and
2000,  respectively.  We had accumulated deficits of $11,755,600 and $10,147,408
at June 30, 2001 and December 31, 2000,  respectively,  and total  stockholders'
deficits of $5,935,145 and $4,326,953 as of such dates.

Since December 1999, we have operated without a line of credit. Abacus Ventures,
Inc.  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%. We have had, and
are continuing to have,  discussions with Abacus concerning their willingness to
exchange the principal amount of the note and accrued interest for shares of our
common stock,  and while we believe that these  negotiations  may  ultimately be
successful,  we can offer no assurance that they will agree to any such exchange
of debt for equity or upon what terms such exchange would occur.

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.  In conjunction with our efforts
to improve our results of operations,  as 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 any 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/or
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 6.      Exhibits and Reports on Form 8-K

         Reports on Form 8-K:    None

         Exhibits:         None



<PAGE>



                                   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:   November 5, 2001               By: /s/  Iehab J. Hawatmeh, President