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 March 31, 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 May 22, 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
                                                                 -----     -----



                                Table of Contents


The registrant amends Quarterly Report on Form 10-QSB for the period ended March
31, 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
March 31, 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 March 31, 2001 (unaudited) and          3
                  December 31, 2000

                  Statements of Operations for the Three Months ended          4
                  March 31, 2001 (unaudited) and 2000 (unaudited)

                  Statements of Cash Flows for the Three Months ended          5
                  March 31, 2001 (unaudited) and 2000 (unaudited)

                  Notes to Condensed Consolidated Financial Statements         6
                  (unaudited)

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

PART II - OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K                                   12

Signatures                                                                    12








<PAGE>
<TABLE>
<CAPTION>


                                           PART I. FINANCIAL INFORMATION

                       CirTran Corporation and Subsidiary

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     Assets

                                                                                        March 31,        December 31,
                                                                                          2001               2000
                                                                                     --------------    ----------------
                                                                                       (unaudited)        (restated)
                                                                                       (restated)
<S>                                                                                 <C>               <C>
Current assets
    Cash and cash equivalents                                                       $         200     $         11,068
    Trade accounts receivable, net of allowance for doubtful
      accounts of $66,178 in 2001 and $82,502 in 2000                                     545,015              874,097
    Inventories                                                                         1,783,168            1,755,786
    Other                                                                                 102,636               94,176
                                                                                     --------------    ----------------
           Total current assets                                                         2,431,019            2,735,127

PROPERTY AND EQUIPMENT, NET                                                             1,697,677            1,871,076

OTHER ASSETS, NET                                                                          10,587               10,587
                                                                                     --------------    ----------------
                                                                                    $   4,139,283     $      4,616,790
                                                                                     ==============    ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Checks written in excess of cash in bank                                        $      78,230     $          5,491
    Accounts payable                                                                    1,698,784            1,561,752
    Accrued liabilities                                                                 2,480,718            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                                                    8,735,062            8,399,522

lONG-TERM OBLIGATIONS, less current maturities                                            517,535              529,964

CAPITAL LEASE OBLIGATIONS, less current maturities                                         14,257               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                                                               (10,948,026)         (10,147,408)
                                                                                     --------------    ----------------
           Total stockholders' deficit                                                 (5,127,571)          (4,326,953)
                                                                                     --------------    ----------------
                                                                                    $   4,139,283     $      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
                                                                                                 March 31,
                                                                                      -------------------------------
                                                                                           2001             2000
                                                                                      --------------   --------------
                                                                                        (restated)       (restated)
<S>                                                                                  <C>              <C>

Net sales                                                                            $     650,485    $      728,537

Cost of sales                                                                              545,478         1,386,484
                                                                                      --------------   --------------

           Gross profit (loss)                                                             105,007          (657,947)

Selling, general and administrative expenses                                               660,404           583,409
                                                                                      --------------   --------------

           Loss from operations                                                           (555,397)       (1,241,356)

Other income (expense)
    Interest expense                                                                      (245,221)           (2,247)
    Other, net                                                                                   -               157
                                                                                      --------------   --------------

                                                                                          (245,221)           (2,090)
                                                                                      --------------   --------------

           Loss before income taxes                                                       (800,618)       (1,243,446)

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

           NET LOSS                                                                  $    (800,618)   $   (1,243,446)
                                                                                      ==============   ==============

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

Weighted-average common and
   diluted common equivalent
   shares outstanding
    Basic                                                                              156,301,005      129,469,627
    Diluted                                                                            156,301,005      129,469,627

</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)

                                                                                Three months ended
                                                                                     March 31,
                                                                         --------------------------------
                                                                              2001              2000
                                                                         --------------   ---------------
                                                                           (restated)        (restated)
<S>                                                                     <C>              <C>
Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
       Net loss                                                         $     (800,618)  $   (1,243,446)
       Adjustments to reconcile net loss to net
         cash provided by (used in) operating activities
           Depreciation and amortization                                       175,243          104,999
           Changes in assets and liabilities
               Trade accounts receivable                                       329,082          645,383
               Inventories                                                     (27,382)          98,627
               Other assets                                                     (8,460)         (26,491)
               Accounts payable                                                137,032           99,961
               Accrued liabilities                                             140,769          364,621
                                                                         --------------   ---------------
                  Total adjustments                                            746,284        1,287,100
                                                                         --------------   ---------------

                  Net cash provided by (used in)
                    operating activities                                       (54,334)          43,654
                                                                         --------------   ---------------

    Net cash used in investing activities -
       Purchase of property and equipment                                       (1,844)          (7,553)
                                                                         --------------   ---------------

    Cash flows from financing activities
       Decrease in receivable from stockholders                                      -           30,000
       Increase in checks written in excess
         of cash in bank                                                        72,739           44,407
       Proceeds from line of credit                                                  -           13,006
       Principal payments on long-term obligations                             (27,429)        (109,711)
       Issuance of common stock                                                      -          103,000
                                                                         --------------   ---------------

                  Net cash provided by
                    financing activities                                        45,310           80,702
                                                                         --------------   ---------------

                  Net (decrease) increase in cash and
                    cash equivalents                                           (10,868)         116,803

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

Cash and cash equivalents at end of period                              $          200   $      117,303
                                                                         ==============   ===============

Supplemental disclosure of cash flow information

Cash paid during the period for
    Interest                                                            $       13,054    $       2,247

</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             March 31, 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 US GAAP 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
       March 31, 2001, its consolidated results of operations and cash flows for
       the three months ended March 31, 2001 and 2000. The results of operations
       for the three months ended March 31, 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:

                                                March 31,       December 31,
                                                  2001             2000
                                             -------------   ----------------
       Raw materials                        $  1,746,262    $      1,634,178
       Work-in process                           116,210             169,676
       Finished goods                            466,562             497,798
                                             -------------   ----------------
                                               2,329,034           2,301,652
       Less reserve for obsolescence             545,866             545,866
                                             -------------   ----------------
                                            $  1,783,168    $      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
                   March 31, 2001                            Assembly        Technology         Total
                   --------------                        --------------   -------------   --------------
        <S>                                              <C>              <C>            <C>
        Sales to external customers                      $     381,534    $     268,951   $       650,485
        Intersegment sales                                     177,749                -           177,749
        Segment loss                                          (800,618)        (134,362)         (934,980)
        Segment assets                                       3,581,888          511,986         4,093,874

                 March 31, 2000
        Sales to external customers                      $     537,630    $     190,707   $       728,537
        Intersegment sales                                      56,821                -            56,821
        Segment loss                                        (1,243,445)         (71,003)       (1,314,448)
        Segment assets                                       5,898,535        1,249,051         7,147,586

                                                                           March 31, 2001      March 31,
                        Net Sales                                                                 2000
                        ---------                                          --------------   --------------
        Total sales for reportable segments                               $     828,234    $      785,358
        Elimination of intersegment sales                                      (177,749)          (56,821)
                                                                           --------------   --------------
                   Consolidated net sales                                 $     650,485    $      728,537
                                                                           ==============   ==============



<PAGE>


NOTE E - SEGMENT INFORMATION - CONTINUED

                       Net Loss
        Net loss for reportable segments                                  $    (934,980)   $   (1,314,448)
        Elimination of intersegment losses                                      134,362            71,002
                                                                           --------------   --------------
                   Consolidated net loss                                  $    (800,618)   $   (1,243,446)
                                                                           ==============   ==============

                     Total Assets
        Total assets for reportable segments                              $   4,093,874    $    7,147,586
        Elimination of intersegment amounts                                      45,409          (867,637)
                                                                           --------------   --------------
                   Consolidated total assets                              $   4,139,283    $    6,279,949
                                                                           ==============   ==============

</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  reduction of accounts  receivables  and
       other  assets,  $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 three months ended
       March 31, 2001 have been  restated to reflect  corrections  to  recognize
       $220,245  of  additional   accounts  payable  and  accrued   liabilities.
       Accordingly, the cost of sales has been increased by $85,077 and interest
       expense has been increased by $135,168 in the  consolidated  statement of
       operations for the three months then ended.

       The statement of operations for the three months ended March 31, 2000 has
       also  been  restated  to  correct  overstatements  in  accounts  payable.
       Accordingly,  cost of sales  has been  decreased  by  $362,621  and other
       income  has been  decreased  $32,276  in the  consolidated  statement  of
       operations for the three months then ended.




<PAGE>


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

Overview

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

Results of Operations

         Sales and Cost of Sales

Net sales  decreased  10.7% to $650,485 for the  three-month  period ended March
31,2001 as  compared to $728,537  during the same period in 2000.  The  decrease
primarily  reflects  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 60.7%,  from $1,386,484  during
the  three-month  period ended March 31, 2000 to $545,478 during the same period
in 2001. Our gross profit margin  improved  significantly,  increasing from less
than 0% for the  three-month  period  ended March 31, 2000 to 16.1% for the same
period in 2001.

         Selling, General and Administrative Expenses

During  the  three-month  period  ended  March 31,  2001  selling,  general  and
administrative  expenses were $660,404,  as compared to $583,409 during the same
period in 2000,  representing  a 13.2%  increase.  This  increase was  primarily
attributable  to increased  legal fees incurred in connection  with several debt
settlements  arranged in the fall of 2000,  preparation  of our annual report on
Form 10-KSB, and the litigation with Entrada Networks.

         Interest Expense

Interest  expense  for the  three  months  ended  March 31,  2001 was  $245,221,
compared to $2,247 during the same period in 2000.  This  represents an increase
of $242,974  and is primarily  attributable  the  restructuring  during the last
calendar  quarter of 2000 of accounts  payable to  interest-bearing  installment
obligations.

As a result of the above factors,  and primarily due to the significant decrease
in cost of sales between the two periods,  our overall net loss decreased 36% to
$800,618 for the three-month period ended March 31, 2001, from $1,243,446 during
the same period in 2000.

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
$10,948,026  at March 31,  2001.  Our current  liabilities  exceeded our current
assets by  $5,664,395  as of December  31, 2000 and  $6,304,043  as of March 31,
2001..

         Cash

At December 31, 2000, we had $11,068 cash on hand.  By March 31, 2001,  our cash
on hand was $200, a decrease of $10,868.  We also  increased  checks  written in
excess of cash in bank by $72,739 from $5,491 at December 31, 2000 to $78,230 at
March 31, 2001.

Net cash used in operating  activities  was $54,334 for the quarter  ended March
31, 2001, compared to $43,654 provided by operations for the quarter ended March
31, 2000.  During the three-month  period ended March 31, 2001, net cash used in
operations  was primarily  attributable  to our net loss of $800,618,  partially
offset by non-cash charges,  increases in accrued liabilities of $140,769 and in
accounts payable of $137,032,  and a decrease in accounts receivable of 329,082.
The non-cash charges include depreciation and amortization of $175,243.

Net cash used in investing  activities  during the quarters ended March 31, 2001
and 2000, consisted of equipment purchases of $1,844 and $7,553, respectively.

Net cash provided by financing  activities  during the three-month  period ended
March 31, 2001 was $45,310,  representing  $72,739 provided by checks written in
excess of cash in bank,  less $27,429 used for  principal  payments on long-term
obligations.

         Accounts Receivable

By March 31, 2001,  accounts  receivable  had decreased  from $874,097 net of an
allowance for doubtful accounts of $82,500 at December 31, 2001 to $545,015, net
of an allowance for doubtful accounts of approximately $66,000. This significant
decrease in accounts  receivable  is  reflective  of both our  decrease in sales
during the first  three  months of 2001,  as well as our  efforts to improve the
aging and quality of our current receivables.

         Accounts Payable

Accounts payable were approximately  $1,699,000 at March 31, 2001 as compared to
$1,562,000  at December 31, 2000.  This  increase is primarily  attributable  to
additional  credit  purchases of inventory  and a lack of available  cash to pay
vendors as invoices become due.

         Liquidity and Financing Arrangements

We sustained losses from operations of approximately $801,000 and $1,243,000 for
the quarters  ended March 31, 2001 and 2000,  respectively.  We had  accumulated
deficits of $10,948,026  and $10,147,408 at March 31, 2001 and December 31, 2000
, respectively, and total stockholders' deficits of $4,326,953 and $5,127,571 as
of such dates.

Since February 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 debt service and secure the debt
with assets.  We will,  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
                                   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