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

                                   FORM 10-Q

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

         For the quarterly period ended September 30, 2009

                                       OR

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

         For the transition period from ___________ to ____________

                        Commission file number 000-49654

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

   Large accelerated filer [  ]                    Accelerated filer [  ]
   Non-accelerated filer [  ]                      Smaller reporting company [X]

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

The number of shares of the registrant's common stock outstanding at November
11, 2009, was 1,499,999,997 shares.



                                       1

<PAGE>

                              CIRTRAN CORPORATION

                                   FORM 10-Q


               For the Quarterly Period Ended September 30, 2009

                                     INDEX

                                                                           Page
                                                                           ----

                         PART I - FINANCIAL INFORMATION

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

 Item 2     Management's Discussion and Analysis of Financial
            Condition and Results of Operations  ........................    24

 Item 3     Quantitative and Qualitative Disclosures About Market Risk  .    34

 Item 4     Controls and Procedures  ....................................    35

                          PART II - OTHER INFORMATION

 Item 1     Legal Proceedings  ..........................................    35

 Item 2     Unregistered Sales of Equity Securities and Use of Proceeds      38

 Item 3     Defaults Upon Senior Securities  ............................    38

 Item 4     Submission of Matters to a Vote of Security Holders .........    38

 Item 5     Other Information  ..........................................    38

 Item 6     Exhibits  ...................................................    39

 Signatures  ............................................................    44




                                       2
<PAGE>

                      CIRTRAN CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                                    September 30,   December 31,
                                                        2009            2008
--------------------------------------------------------------------------------
ASSETS
Current assets
  Cash and cash equivalents                         $      25,723  $      8,701
  Trade accounts receivable, net of allowance
    for doubtful accounts of $108,162 and
    $108,162, respectively                                702,131       591,441
  Receivable due from related party                     6,245,525     4,718,843
  Inventory, net of reserve of $1,028,958 and
    $1,028,957, respectively                            1,470,893     1,451,275
  Prepaid deposits                                        109,874       164,556
  Other                                                   665,461       305,037
--------------------------------------------------------------------------------
    Total current assets                                9,219,607     7,239,853

Investment in securities, at cost                         752,000       752,000
Investment in related party                               750,000       750,000
Deferred offering costs, net                                    -        15,662
Long-term receivable                                    1,647,895     1,647,895
Property and equipment, net                               607,545       773,591
Intellectual property, net                              1,537,812     1,871,153
  Other assets, net                                        14,538        19,025
--------------------------------------------------------------------------------
    Total assets                                    $  14,529,397  $ 13,069,179
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Checks written in excess of bank balance          $     177,647  $    133,391
  Accounts payable                                      2,685,725     2,215,171
  Short term advances payable                           3,407,719       747,329
  Accrued liabilities                                   3,180,190     2,207,580
  Deferred revenue                                        841,960       587,052
  Derivative liability                                    601,428       705,477
  Convertible debenture                                 3,161,355     3,162,650
  Current portion of refundable customer deposits         886,862             -
  Current maturities of long-term debt                    315,965     1,494,969
  Note payable to stockholders                            212,334       230,447
--------------------------------------------------------------------------------
    Total current liabilities                          15,471,185    11,484,066
--------------------------------------------------------------------------------

Refundable customer deposits                            1,450,000     1,688,080
Long-term debt, less current maturities                   371,455       269,625
--------------------------------------------------------------------------------
    Total liabilities                                  17,292,640    13,441,771

Stockholders' deficit
  CirTran Corporation stockholders' deficit:
  Common stock, par value $0.001; authorized
    1,500,000,000 shares; issued and outstanding
    shares: 1,498,972,923 and 1,426,262,586,
    respectively                                        1,498,968     1,426,257
  Additional paid-in capital                           29,098,823    28,970,335
  Subscription receivable                                 (17,000)      (17,000)
  Accumulated deficit                                 (35,917,265)  (33,325,415)
--------------------------------------------------------------------------------
    Total CirTran Corporation stockholders' deficit    (5,336,474)   (2,945,823)
--------------------------------------------------------------------------------
    Noncontrolling interest                             2,573,231     2,573,231
--------------------------------------------------------------------------------
    Total stockholders' deficit                        (2,763,243)     (372,592)
--------------------------------------------------------------------------------
    Total liabilities and stockholders' deficit     $  14,529,397  $ 13,069,179
--------------------------------------------------------------------------------


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


                                       3
<PAGE>
<TABLE>
<CAPTION>
                                     CIRTRAN CORPORATION AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                        Three months ended             Nine months ended
                                                            September 30,                September 30,
                                                        2009           2008           2009            2008
                                                    ----------------------------------------------------------
<S>                                                 <C>            <C>            <C>            <C>
Net sales                                           $   2,690,941  $   3,102,414  $   7,712,530  $ 10,202,998
Cost of sales                                           2,025,803      2,664,235      6,255,929     8,232,126
Royalties expense                                         374,220        315,164        603,852       426,154
--------------------------------------------------------------------------------------------------------------

    Gross profit                                          290,918        123,015        852,749     1,544,718
--------------------------------------------------------------------------------------------------------------

Operating expenses
  Selling, general and administrative expenses          1,051,578      1,400,149      3,233,640     4,517,032
  Non-cash compensation expense                               996            996          2,989        93,340
--------------------------------------------------------------------------------------------------------------
    Total operating expenses                            1,052,574      1,401,145      3,236,629     4,610,372
--------------------------------------------------------------------------------------------------------------

    Loss from operations                                 (761,656)    (1,278,130)    (2,383,880)   (3,065,654)
--------------------------------------------------------------------------------------------------------------

Other income (expense)
  Interest expense                                       (301,158)      (458,539)      (868,965)   (1,502,540)
  Interest income                                         132,857         75,125        375,772       137,431
  Settlement of distribution agreement                          -        250,000              -       250,000
  Gain on settlement of debt                               43,500              -         43,500             -
  Gain on sale/leaseback                                   20,268         20,268         60,805        61,312
  Gain on settlement of lititgation                        40,989              -        158,704       300,000
  Gain (loss) on derivative valuation                    (382,940)      (867,138)        22,216       838,024
--------------------------------------------------------------------------------------------------------------
    Total other income (expense), net                    (446,484)      (980,284)      (207,968)       84,227
--------------------------------------------------------------------------------------------------------------

    Net income (loss)                               $  (1,208,140) $  (2,258,414) $  (2,591,848) $ (2,981,427)
--------------------------------------------------------------------------------------------------------------

Basic and diluted loss per common share             $           -  $           -  $           -  $           -
--------------------------------------------------------------------------------------------------------------
Basic and diluted weighted-average
  common shares outstanding                         1,498,972,923  1,223,606,328  1,487,752,669  1,166,813,156
--------------------------------------------------------------------------------------------------------------



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

</TABLE>


                                                       4
<PAGE>
                      CIRTRAN CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


For the Nine Months Ended September 30,                  2009           2008
--------------------------------------------------------------------------------

Cash flows from operating activities
  Net loss                                          $  (2,591,848) $ (2,981,427)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
       Depreciation and amortization                      499,386       483,765
       Accretion expense                                  384,896       930,446
       Provision for doubtful accounts                          -        22,379
       Provision for obsolete inventory                         -         9,135
       Gain on sale - leaseback                            60,805       (61,312)
       Non-cash compensation (gain) expense                  (526)       93,340
       Loan costs and interest withheld from
         loan proceeds                                     15,662        72,667
       Options issued to attorneys for services             2,270       146,657
       Change in valuation of derivative                  (22,216)     (838,024)
       Borrowing fee                                      103,418             -
       Changes in assets and liabilities:
         Trade accounts receivable                       (124,557)   (3,614,623)
         Related party receivable                      (2,526,682)            -
         Inventories                                      (19,618)       97,231
         Prepaid expenses and other current assets       (287,389)      (63,335)
         Accounts payable                                 470,285     1,049,343
         Accrued liabilities                              663,766       866,215
         Deferred revenue                                 254,908             -
         Customer deposits                                648,782       425,789
--------------------------------------------------------------------------------

            Net cash used in operating activities      (2,468,658)   (3,361,754)
--------------------------------------------------------------------------------

Cash flows from investing activities
  Intangibles purchased with cash                               -       (54,946)
  Purchase of property and equipment                            -        (9,333)
--------------------------------------------------------------------------------

            Net cash used in investing activities               -       (64,279)
--------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from notes payable to related party              4,611     1,100,000
  Payments on notes payable to related party              (18,113)      (64,243)
  Proceeds from stock issued in private placement               -       466,000
  Principal payments on long-term debt                    (35,354)      (75,000)
  Checks written in excess of long-term debt               44,256       170,101
  Proceeds from short-term advances                     2,616,380     2,508,617
  Payments on short-term advances                        (126,100)     (750,724)
--------------------------------------------------------------------------------

            Net cash provided by financing
            activities                                  2,485,680     3,354,751
--------------------------------------------------------------------------------

Net decrease in cash and cash equivalents                  17,022       (71,282)

Cash and cash equivalents at beginning of period            8,701        82,761
--------------------------------------------------------------------------------

Cash and cash equivalents at end of period          $      25,723  $     11,479
--------------------------------------------------------------------------------

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


                                       5
<PAGE>

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


For the Nine Months Ended June 30,                       2009           2008
--------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
Cash paid during the period for interest            $           -  $     86,590

Noncash investing and financing activities:
Stock issued in payment of notes payable and
  accrued interest                                  $     117,622  $    305,900
Warrants issued with derivative liability
  features                                                      -       700,000
Exchange AfterBev membership interest for
  distribution payable                                          -       863,973
Common stock issued for partial conversion
  of debentures                                                 -       403,360
Related party liability settled through reduction
  of related party receivable                           1,000,000             -
Debt settled through issuance of short term
  advances                                              1,315,000             -




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




                                       6
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Condensed   Financial   Statements   -   The  accompanying  unaudited  condensed
consolidated  financial  statements  include the accounts of CirTran Corporation
and   its  subsidiaries.  These  financial  statements  have  been  prepared  in
accordance  with  Article 10 of Regulation S-X promulgated by the Securities and
Exchange  Commission  ("SEC"  or "Commission"). Certain information and footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  condensed  or  omitted pursuant to such rules and regulations. These
statements  should  be  read  in conjunction with the Company's annual financial
statements  included  in  the  Company's Annual Report on Form 10-K for the year
ended  December  31,  2008.  In particular, the Company's significant accounting
policies  were  presented  as Note 1 to the consolidated financial statements in
that  Annual Report. In the opinion of management, all adjustments necessary for
a   fair   presentation   have  been  included  in  the  accompanying  condensed
consolidated   financial   statements  and  consist  of  only  normal  recurring
adjustments.  The  results of operations presented in the accompanying condensed
consolidated  financial statements for the three and nine months ended September
30, 2009, are not necessarily indicative of the results that may be expected for
the twelve months ending December 31, 2009.

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

The  consolidated  financial  statements  also  include  the  accounts  of After
Beverage  Group  LLC,  a  majority controlled entity. At September 30, 2009, the
Company  had  a  four  percent  share  of  AfterBev's  profits  and  losses, but
maintained a 52 percent voting control interest. AfterBev has a 51 percent share
of  the  eventual cash distributions of Play Beverages, LLC ("PlayBev"), and the
president  and  one  of the directors of the Company own membership interests in
PlayBev totaling 28.35 percent. As of September 30, 2008, the members of PlayBev
had  amended  PlayBev's  operating  agreement to require a 95 percent membership
vote on major managerial and organizational decisions. None of the other members
of  PlayBev  are  affiliated  with  the  Company. Accordingly, while the Company
president  and  one of its directors own membership interests and currently hold
the  executive  management  positions  in PlayBev, the Company or its affiliates
nevertheless  cannot exercise unilateral control over significant decisions, and
the Company has accounted for its investment in PlayBev under the cost method of
accounting.

Impairment  of  Long-Lived  Assets  - The Company reviews its long-lived assets,
including  intangibles,  for  impairment when events or changes in circumstances
indicate  that  the  carrying  value of an asset may not be recoverable. At each
balance  sheet date, the Company evaluates whether events and circumstances have
occurred  that  indicate  possible  impairment.  The Company uses an estimate of
future  undiscounted  net  cash  flows from the related asset or group of assets
over their remaining life in measuring whether the assets are recoverable. As of
September 30, 2009, the Company did not consider any of its long-lived assets to
be impaired.

Long-lived  asset  costs  are  amortized  over  the estimated useful life of the
asset,  which  are  typically  five  to  seven  years.  Amortization expense was
$111,114  and  $105,972  for the three months ended September 30, 2009 and 2008,
respectively,  and was $333,341 and $317,269 for the nine months ended September
30, 2009 and 2008, respectively.



                                       7
<PAGE>

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

Income  /  Loss  Per  Share - Basic loss per share is calculated by dividing net
income / loss available to common shareholders by the weighted-average number of
common  shares  outstanding  during  each  period.  Diluted  loss  per  share is
similarly  calculated,  except that the weighted-average number of common shares
outstanding  would  include common shares that may be issued subject to existing
rights  with dilutive potential when applicable. The Company had 800,182,111 and
1,400,485,333  in  potentially  issuable common shares at September 30, 2009 and
2008,  respectively. These potentially issuable common shares were excluded from
the   calculation   of   diluted   loss  per  share  because  the  effects  were
anti-dilutive.

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

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

Recent Accounting Pronouncements

FASB  Accounting Codification - In June 2009, the Financial Accounting Standards
Board   ("FASB")  issued  an  accounting  pronouncement  found  under  ASC  105,
previously  referred  to  as  SFAS  No.  168,  "The  FASB  Accounting  Standards
Codification  and  the  Hierarchy of Generally Accepted Accounting Principles, a
replacement  of  FASB  Statement No. 162", which establishes the FASB Accounting
Standards  Codification  as  the  source  of authoritative accounting principles
recognized  by the FASB to be applied in the preparation of financial statements
in  conformity  with  GAAP. ASC 105 explicitly recognizes rules and interpretive
releases  of the SEC under federal securities laws as authoritative GAAP for SEC
registrants.  This statement does not change existing GAAP, but reorganizes GAAP
into  Topics.  In circumstances where previous standards require a revision, the
FASB will issue an Accounting Standards Update ("ASU") on the Topic. ASC 105 was
effective  for  financial  statements  issued  for  interim and annual reporting
periods ending after September 15, 2009. The Company's adoption of this standard
during  the  quarter  ended  September  30,  2009 did not have any impact on the
Company's consolidated financial statements.

Fair  Value Measures and Disclosures - ASC 820 defines fair value, establishes a
framework  for  measuring fair value in GAAP, and expands disclosures about fair
value  measurements.  In  February 2008, the FASB issued a one-year deferral for
non-financial assets and liabilities to comply with ASC 820, previously referred
to  as  SFAS  No.  157.  The  Company adopted ASC 820 on January 1, 2009 and the
adoption had no material effect on the Company's financial statements.

Business  Combinations - In December 2007, the FASB issued guidance, as codified
in  ASC  805-10  Business  Combinations  (previously  SFAS  No. 141(R), Business
Combinations) ASC 805-10 requires the acquiring entity in a business combination
to  record  all  assets  acquired  and  liabilities  assumed at their respective
acquisition-date  fair  values,  changes  the recognition of assets acquired and
liabilities  assumed  arising  from  contingencies,  changes the recognition and
measurement   of   contingent  consideration,  and  requires  the  expensing  of
acquisition-related  costs  as  incurred.  ASC  805-10  also requires additional
disclosure of information surrounding a business combination, such that users of
the  entity's financial statements can fully understand the nature and financial
impact  of  the  business  combination.  The Company's adoption of ASC 805-10 on
January 1, 2009 did not have a material impact on its consolidated statements.



                                       8
<PAGE>

Accounting  for Collaborative Arrangements - In December 2007, the FASB ratified
an accounting pronouncement found under ASC 808-10-15, previously referred to as
Emerging  Issues Task Force No. 07-1, "Accounting for Collaborative Agreements".
ASC  808-10-15  provides guidance regarding financial statement presentation and
disclosure  of  collaborative  arrangements,  as  defined  therein.  The Company
adopted  ASC  808-10-15 effective January 1, 2009 and the adoption had no impact
on the Company's financial position or results of operations.

Disclosures  about  Derivative  Instruments  -  On  January 1, 2009, the Company
adopted  the  requirements  of  guidance  codified in ASC 815-10 Derivatives and
Hedging  (previously  FASB  Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activities--an amendment of
FASB Statement No. 133). ASC 815-10 requires additional quantitative disclosures
(provided   in   tabular   form)  and  qualitative  disclosures  for  derivative
instruments.  The required disclosures include how derivative instruments affect
an  entity's financial position, financial performance, and cash flows; relative
volume  of  derivative  activity;  and  the  objectives and strategies for using
derivative  instruments. ASC 815-10 does not change the accounting treatment for
derivative  instruments.  The  Company's  adoption  of ASC 815-10 did not have a
material impact on its consolidated financial statements.

Useful  Life  of Intangible Assets - On January 1, 2009, the Company adopted the
guidance  codified  in  ASC 350-30, Intangibles - Goodwill and Other (previously
FASB  FAS  142-3, Determination of Useful Life of Intangible Assets). ASC 350-30
amends  the  factors  that  should  be  considered  in developing the renewal or
extension  assumptions  used  to  determine  the  useful  life  of  a recognized
intangible  asset also requires expanded disclosure related to the determination
of  intangible  asset  useful  lives and is effective for fiscal years beginning
after  December  15,  2008.  The Company's adoption of ASC 350-30 did not have a
material impact on its consolidated financial statements.

Convertible  Debt  Instruments  -  ASC  470-20, "Accounting for Convertible Debt
Instruments  That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)"  ("ASC  470-20")  requires  the  issuer of certain convertible debt
instruments  that  may  be  settled  in  cash (or other assets) on conversion to
separately  account  for  the  liability  (debt)  and equity (conversion option)
components   of   the   instrument  in  a  manner  that  reflects  the  issuer's
non-convertible  debt  borrowing  rate. ASC 470-20 is effective for fiscal years
beginning  after  December  15, 2008 on a retroactive basis. The Company adopted
ACS  470-20  on  January  1,  2009.  It  did  not  have a material effect on the
financial statements.

Instruments  With  Imbedded  Features  -  ASC  815-40,  "Determining  Whether an
Instrument  (or  Embedded  Feature)  Is  Indexed to an Entity's Own Stock" ("ASC
815-40"),  provides  guidance for determining whether an equity-linked financial
instrument  (or  embedded  feature)  is  indexed to an entity's own stock and it
applies  to  any  freestanding financial instrument or embedded feature that has
all  the  characteristics  of  a  derivative,  ASC  815-40  also  applies to any
freestanding financial instrument that is potentially settled in an entity's own
stock.  The  Company  adopted  ACS  815-40 on January 1, 2009. It did not have a
material effect on the financial statements.

Subsequent  Events  -  In  May 2009, the FASB issued an accounting pronouncement
found  under  ASC  855-10,  previously  referred to as SFAS No. 165, "Subsequent
Events", which establishes general standards of accounting for and disclosure of
events  that occur after the balance sheet date, but before financial statements
are  issued or are available to be issued. ASC 855-10 is effective for financial
statements issued for interim and annual reporting periods ending after June 15,
2009.  The  adoption  of  ASC  855-10  did  not  have an impact on the Company's
financial  position  or  results  of operations. ACS 855-10 is effective for the
fiscal  quarter  ending  June 30, 2009. The Company's adoption of ACS 855-10 did
not  have  a  material  impact  on  the interim or annual consolidated financial
statements or the disclosures in those financial statements.

NOTE 2 - REALIZATION OF ASSETS

The  accompanying condensed consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of  America,  which  contemplate continuation of the Company as a going concern.
However,  the Company sustained losses of $2,591,848 and $2,981,427 for the nine
months  ended  September  30,  2009  and 2008, respectively. As of September 30,
2009,  the  Company  had an accumulated deficit of $35,917,265. In addition, the
Company  used  cash in its operations in the amount of $2,468,658 and $3,361,754
during  the  nine  months ended September 30, 2009 and 2008, respectively. These
conditions  raise substantial doubt about the Company's ability to continue as a
going concern.



                                       9
<PAGE>

In view of the matters described in the preceding paragraph, recoverability of a
major  portion of the recorded asset amounts shown in the accompanying condensed
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  Company has several new programs in development. These
programs  represent  a new direction for the Company into the beverage industry,
and  support ongoing efforts in the consumer products contract manufacturing and
media  marketing  industries.  These  new  programs  have the potential to carry
higher  profit  margins  than  electronic  manufacturing,  and  as a result, the
Company is investing substantial resources into developing these activities. 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.

NOTE 3 - INVENTORY

Inventory consisted of the following:


                                                    September 30,   December 31,
                                                         2009           2008
--------------------------------------------------------------------------------
 Raw materials                                      $   1,476,763  $  1,625,322
 Work in process                                          170,833       221,079
 Finished goods                                           852,255       633,831
 Allowance / reserve                                   (1,028,958)   (1,028,957)
                                                    ----------------------------
      Totals                                        $   1,470,893  $  1,451,275
                                                    ============================


NOTE 4 - INTELLECTUAL PROPERTY

Intellectual property and estimated service lives consisted of the following:

                                                                     Estimated
                                     September 30,   December 31,  Service Lives
                                        2009            2008         in Years
--------------------------------------------------------------------------------
Infomercial development costs       $      217,786  $     217,786        7
Patents                                     38,056         38,056        7
ABS Infomerical                          1,186,382      1,186,382        5
Trademark                                1,227,673      1,227,673        7
Copyright                                  115,193        115,193        7
Website Development Costs                  150,000        150,000        5
--------------------------------------------------------------------------------
   Total intellectual property      $    2,935,090  $   2,935,090

   Less accumulated amortization        (1,397,278)    (1,063,937)
--------------------------------------------------------------------------------

   Intellectual property, net       $    1,537,812  $   1,871,153
--------------------------------------------------------------------------------

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

                     Year Ending December 31,
                     -----------------------------------------------------------
                     2009                                          $     118,719
                     2010                                                465,583
                     2011                                                388,052
                     2012                                                285,884
                     2013                                                173,332
                     Thereafter                                          106,243
                     -----------------------------------------------------------
                     Total                                         $   1,537,813
                     -----------------------------------------------------------


                                       10
<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS

Play Beverages, LLC

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

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

PlayBev has no operations, so under the terms of the exclusive manufacturing and
distribution agreement, the Company was appointed as the master manufacturer and
distributor  of  the  beverages  and  other  products that PlayBev licensed from
Playboy.  In  so  doing,  the Company assumed all the risk of collecting amounts
owed  from  customers,  and  contracting  with  vendors  for  manufacturing  and
marketing  activities.  In  addition, PlayBev is owed a royalty from the Company
Equal  to  the  Company's  gross  profits from collected beverage sales, less 20
percent  of  the  Company's  related  cost  of  goods sold, and 6 percent of the
Company's  collected  gross sales. The Company incurred $687,335 and $315,164 in
royalty expenses due to PlayBev during the three months ended September 30, 2009
and  2008,  respectively, and $916,678 and $426,154 during the nine months ended
September 30, 2009 and 2008, respectively.

The  Company also agreed to provide services to PlayBev for initial development,
marketing, and promotion of the new beverage. These services are to be billed to
PlayBev  and  recorded  as  an  account  receivable  from  PlayBev.  The Company
initially agreed to carry up to a maximum of $1,000,000 as a receivable due from
PlayBev  in connection with these billed services. On March 19, 2008 the Company
agreed  to  increase  the maximum amount it would carry as a receivable due from
PlayBev,   in   connection  with  these  billed  services,  from  $1,000,000  to
$3,000,000. As of March 19, 2008 the Company also began charging interest on the
outstanding  amounts  owing at a rate of 7 percent per annum. PlayBev has agreed
to  repay  the receivable and accrued interest out of the royalties due PlayBev.
The  Company  has billed PlayBev for marketing and development services totaling
$894,642 and $1,040,370 for the three months ending September 30, 2009 and 2008,
respectively,  and $3,067,490 and $3,569,916 for the nine months ended September
30,  2009  and  2008, respectively, which have been included in revenues for the
Company's  marketing  and  media segment. As of September 30, 2009, the interest
accrued  on  the balance owing from PlayBev totaled $593,203. The net amount due
the  Company  from PlayBev for marketing and development services, after netting
the royalty owed to PlayBev, totaled $6,245,427 at September 30, 2009.




                                       11
<PAGE>

After Bev Group, LLC

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

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

At the end of 2007, the Company agreed to convert the amount owing to one of the
individuals  into  a  promissory  note.  In  exchange,  the individual agreed to
relinquish  his approximately one-third portion of the Company's remaining share
of  AfterBev's profits and losses. Instead, the individual received a membership
interest  in  AfterBev. In January 2008, the other assignee, which is one of the
Company's  directors,  similarly agreed to relinquish the distributable proceeds
owed  to  him,  in  exchange  for  an interest in AfterBev's profits and losses.
Accordingly, he purchased a 24 percent interest in AfterBev's profits and losses
in  exchange  for  foregoing $863,973 in amounts due to him. Of this 24 percent,
through  the  end  of December 31, 2008, the director had sold or transferred 23
percent  to unrelated investors and retained the remaining 1 percent interest in
AfterBev's  profits  and  losses.  In  turn, the director loaned $834,393 to the
Company  in  the form of unsecured advances. Of the amounts loaned, $600,000 was
used  to  purchase interest in PlayBev directly which resulted in a reduction of
$600,000  of  amounts  owed  by  PlayBev to the Company. During the three months
ended June 30, 2009, the director advanced an additional $500,000 to the Company
for  his purchase of an additional 3 percent interest in PlayBev, which resulted
in  a  reduction  of  $500,000  of amounts owed by PlayBev to the Company. As of
September  30, 2009, the Company still owed the director $237,620 in the form of
unsecured  advances.  In  addition, during the quarter ended September 30, 2009,
one  of  the  directors  of  the  Company  and the Company president purchased 6
percent  and  5  percent of AfterBeV shares, respectively, in private sales from
existing shareholders of AfterBev.

Global Marketing Alliance

The  Company  entered  into an agreement with Global Marketing Alliance ("GMA"),
and hired GMA's owner as the Vice President of CirTran Online Corp. ("CTO"), one
of  the  Company's  subsidiaries.  Under the terms of the agreement, the Company
outsources  to GMA the online marketing and sales activities associated with the
Company's  CTO  products.  In  return,  the  Company  provides  bookkeeping  and
management  consulting services to GMA, and pays GMA a fee equal to five percent
of  CTO's  online net sales. In addition, GMA assigned to the Company all of its
web-hosting  and  training contracts effective as of January 1, 2007, along with
the revenue earned thereon, and the Company also assumed the related contractual
performance  obligations. The Company recognizes the revenue collected under the
GMA  contracts,  and  remits  back  to  GMA a management fee approximating their
actual costs.



                                       12
<PAGE>

Transactions involving Officers, Directors, and Stockholders

In  2007, the Company appointed Fadi Nora to its Board of Directors. In addition
to  compensation the Company normally pays to non-employee members of the Board,
Mr.  Nora  is  entitled  to  a quarterly bonus equal to 0.5 percent of any gross
sales earned by the Company directly through Mr. Nora's efforts. As of September
30,  2009,  the  Company  owed  $13,440 under this arrangement. Mr. Nora also is
entitled  to  a  bonus  equal  to  five  percent of the amount of any investment
proceeds received by the Company that are directly generated and arranged by him
if  the  following  conditions  are  satisfied:  (i) his sole involvement in the
process  of obtaining the investment proceeds is the introduction of the Company
to   the   potential   investor,  but  that  he  does  not  participate  in  the
recommendation,  structuring,  negotiation,  documentation,  or  selling  of the
investment, (ii) neither the Company nor the investor are otherwise obligated to
pay any commissions, finders fees, or similar compensation to any agent, broker,
dealer,  underwriter, or finder in connection with the investment, and (iii) the
Board  in  its sole discretion determines that the investment qualifies for this
bonus,  and  that  the  bonus may be paid with respect to the investment. During
2008, Mr. Nora received no compensation under this arrangement, and at September
30,  2009,  the  Company  owed  him  $60,600  stemming  from investment proceeds
received under various financing arrangements.

In  2007,  the  Company  also entered into a consulting agreement with Mr. Nora,
whereby  the  Company  assigned  to him approximately one-third of the Company's
share in future AfterBev cash distributions. In return, Mr. Nora assisted in the
initial   AfterBev  organization  and  planning,  and  continued  to  assist  in
subsequent  beverage development and distribution activities. The agreement also
provided  that  as  the  Company  sold  a  portion of its membership interest in
AfterBev, Mr. Nora would be owed his proportional assigned share distribution in
the  proceeds  of such a sale. Distributable proceeds due to Mr. Nora at the end
of  2007  were  $747,290.  In January 2008, he agreed to relinquish this amount,
plus an additional $116,683, in exchange for a 24 percent interest in AfterBev's
profits and losses. Including the $1,675,000 obtained from his sales of AfterBev
membership  interests,  and after offsetting advance amounts subsequently repaid
to  him  by the Company, Mr. Nora had loaned the Company a net $1,136,404 in the
form  of  unsecured advances during the year ended December 31, 2008. During the
three  months  ending  September  30, 2009, the Company made net payments to Mr.
Nora  totaling  $297,000.  As  of  September 30, 2009, the Company owed Mr. Nora
$237,619.

Prior  to  his  appointment  with the Company, Mr. Nora was also involved in the
ANAHOP  private  placement of the Company's common stock. On April 11, 2008, Mr.
Nora  disassociated  himself from the other principals of ANAHOP, and as part of
the  asset  settlement,  relinquished  ownership  to  the  other  principals  of
12,857,144  shares  of  CirTran  Corporation common stock, along with all of the
warrants previously assigned to him.

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

In  2007,  the Company issued a 10 percent promissory note to a family member of
the  Company's  president  in  exchange for $300,000. The note was due on demand
after  May  2008.  The Company repaid principal and interest totaling $8,444 and
$61,109  during  the  years  ended December 31, 2008 and 2007, respectively. The
principal  amount owing on the notes was $230,447 at December 31, 2008. On March
31,  2008,  the Company issued to this same family member, along with four other
Company  shareholders,  promissory  notes totaling $315,000. The family member's
note  was  for  $105,000. Under the terms of all the notes, the Company received
total  proceeds of $300,000, and agreed to repay the amount received plus a five
percent  borrowing fee. The notes were due April 30, 2008, after which they were
due  on  demand, with interest accruing at 12 percent per annum. During the year
ended  December  31, 2008, the Company paid two of the notes in full for a total
of  $105,000. In addition, the Company repaid $58,196 in principal to the family
member  during  the  year  ended December 31, 2008. During the nine months ended
September  30,  2009, the Company repaid an additional $20,500 in principal. The
principal  balance  owing  on  the  promissory  notes  as of September 30, 2009,
totaled $135,915.



                                       13
<PAGE>

During  the  year  ended  December  31, 2008, the Company president advanced the
Company  $778,600.  Of  the  amounts  advanced,  $600,000  was  used to purchase
interest  in  PlayBev  directly  which  resulted  in  a reduction of $600,000 of
amounts  owed  by PlayBev to the Company. During the three months ended June 30,
2009  the  Company  president advanced an additional $500,000 to the company for
his purchase of an additional 3 percent interest in PlayBev, which resulted in a
reduction  of  $500,000  of  amounts  owed by PlayBev to the Company. During the
three  months  ended  September  30,  2009  the Company president advanced a net
additional  $35,000.  As  of  September  30,  2009,  the  Company still owed the
Company's president $313,600 in the form of unsecured advances.

On  July  14, 2009, the Company entered into a Stock Purchase Agreement with the
president  of  the  Company to purchase 50,000,000 shares of common stock of the
Company  at a purchase price of $.003 per share, for a total amount of $150,000,
payable through the conversion of outstanding loans made by the president of the
Company  to  the  Company.  Mr.  Hawatmeh  and  the  Company acknowledged in the
purchase  agreement  that  the Company did not have sufficient shares to satisfy
the  issuances,  and agreed that the shares would be issued once the Company has
sufficient  shares  to  do  so. As of September 30, 2009, the Company showed the
balance  of  $150,000 as an accrued liability on the balance sheet. In addition,
during  the  three  months  ended  September  30,  2009, the Company's president
purchased a 5 percent share in AfterBev from an existing shareholder of AfterBev
for $273,000.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

In  August  2006,  in  connection  with  the  Company's  issuance  of  a  second
convertible  debenture  to YA Global (see Note 8), the Company granted YA Global
registration  rights,  pursuant  to which the Company agreed to file, within 120
Days  of  the closing of the purchase of the debenture, a registration statement
to  register  the  resale  of shares of the Company's common stock issuable upon
conversion  of the debenture. The Company also agreed to use its best efforts to
have  the registration statement declared effective within 270 days after filing
the  registration  statement. The Company agreed to register the resale of up to
74,291,304  shares  and  15,000,000  warrants,  and  to  keep  such registration
statement  effective  until  all  of  the shares issuable upon conversion of the
debenture have been sold. The 10,000,000 warrants expired on December 31, 2008.

Previously,  YA Global had agreed to extensions of the filing deadlines inherent
in  the terms of the two convertible debentures mentioned above, and in February
2008  agreed  to  extend  the  filing deadlines to December 31, 2008. No further
extension had been granted.

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

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



                                       14
<PAGE>

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

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

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

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

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

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

NOTE 7 - NOTES PAYABLE

On  June  6,  2006, the Company and ABS signed an agreement (the "Asset Purchase
Agreement"),  subject  to  the ABS Bankruptcy Court's approval. On June 7, 2006,
the  ABS  Bankruptcy Court entered orders approving the Asset Purchase Agreement
and  granting  the  Sale  Motion, and approving the settlement and compromise of
certain  disputed  claims  against  ABS (see Legal Proceedings). Under the Asset
Purchase  Agreement,  the  Royalty  Obligation  is  capped at $4,135,000. To the
extent  the  amounts paid to ABS on account of the Royalty Obligation equal less
than  $435,000 on the two-year anniversary of the closing of the purchase, then,
within  30 days of such anniversary, the Company has agreed to pay ABS an amount
equal  to  $435,000  less the royalty payments made to date. As of September 30,
2009, the balance on the note was $105,050.

Throughout   2007,   as   energy  drink  development  and  marketing  activities
progressed, After Bev Group, LLC, raised additional funds by selling portions of
the  membership in AfterBev to other investors. By December 31, 2007, a total of
$3,663,000  was  raised,  of  which  $2,572,290  was  recorded  as distributable
proceeds  to  two  individuals with original interests in AfterBev. During 2007,
distributable proceeds owed to one of these individuals were a net $950,000. The
same  individual was also owed $50,000 of the $250,000 that had been advanced as
part of the membership interest in PlayBev. In December 2007, the Company agreed
to  convert  the  $50,000 still owing, plus the remaining distributable proceeds
payable,   into  a  two-year,  $1,000,000,  unsecured,  non-interesting  bearing
promissory  note.  The Company recorded the note in its financial statements net
of  $193,548  in imputed interest at the Company's incremental borrowing rate of
12  percent,  calculated  over the life of the note. As of September 30, 2009, a
total  of  $193,548  had  been  accreted  against  the loan. Interest expense of
$24,094  and  $47,923  was  accreted  during  the  three  and  nine months ended
September  30,  2009,  respectively, as compared to accretion expense of $45,805
and   $93,729   for  the  three  and  nine  months  ended  September  30,  2008,
respectively.  The  carrying value of the note will continue to be accreted over
the  life  of  the  note  until  the  carrying  value  equals  the face value of
$1,000,000.  The  entire  balance  of the note was paid in full during the three
months ending September 30, 2009.



                                       15
<PAGE>

In  February  2008,  the  Company  issued  a  10  percent,  three-year, $700,000
promissory  note to an investor. No interim principal payments are required, but
accrued interest is due quarterly. The investor also received five-year warrants
to  purchase  up to 75,000,000 shares of common stock at exercise prices ranging
from  $0.02  to  $0.50  per share. The Company determined that the warrants fell
under  derivative  accounting treatment, and recorded the initial carrying value
of a derivative liability equal to the fair value of the warrants at the time of
issuance.  At the same time, a discount equal to the face amount of the note was
recorded,  to  be  recognized  ratably  to interest expense. Interest expense of
$58,920  and  $174,839  was  accreted  during  the  three  and nine months ended
September 30, 2009, respectively, as compared to interest expense of $58,920 and
$137,694  for  the  three  and  nine months ended September 30, 2008. A total of
$371,454  has  been  accreted  against  the  note  as of September 30, 2009. The
carrying  value  of  the  note will continue to be accreted over the life of the
note until the carrying value equals the face value of $700,000. As of September
30, 2009, the balance of the note was $371,454. The fair value of the derivative
liability  stemming  from  the associated warrants as of September 30, 2009, was
$375,327.

In  March  2008,  the  Company  converted $75,000 owed to an unrelated member of
AfterBev  into  a  one-year,  10  percent promissory note, with interest payable
quarterly.  The  balance  as of September 30, 2009, was $75,000. The note renews
monthly.

In  April 2008, the Company issued a 12 percent promissory note to an individual
for $315,000. The Company received proceeds of $300,000, and agreed to repay the
amount  received  plus  a  five  percent borrowing fee. This note was due in May
2008,  after which it became due on demand, with interest accruing at 12 percent
per annum. The Company president also agreed to personally guarantee the payment
of this note. On April 2, 2009, payment was made in full.

On  April  2,  2009 the Company President and a Director of the Company borrowed
from a third party a total of $890,000 in the form of four short-term promissory
notes. The Company President and a Director of the Company signed personally for
the  notes.  Since  the  loans  were used to pay obligations of the Company, the
Company has assumed full responsibility for the notes. Two of the notes were for
a term of 60 days, with a 60 day grace period, a third note was for a term of 90
days,  and  a  fourth  note  was  for  24 days. Loan fees totaling $103,418 were
incurred  with  the  issuance  of the notes and are payable upon maturity of the
notes.  The  promissory  notes and loan fees have not been paid. As of September
30,  2009,  two  of  the  notes  were  in the 60-day grace period and one was in
default.

NOTE 8 - CONVERTIBLE DEBENTURES

Highgate  House Funds, Ltd. - In May 2005, the Company entered into an agreement
with  Highgate  to  issue  a $3,750,000, 5 percent Secured Convertible Debenture
(the  "Debenture").  The  Debenture was originally due December 31, 2007, and is
secured  by  all of the Company's assets. Highgate extended the maturity date of
the  Debenture  to  December  31,  2008. As of January 1, 2008 the interest rate
increased to 12 percent.

Accrued  interest  is payable at the time of maturity or conversion. The Company
may,  at  its  option,  elect  to  pay accrued interest in cash or shares of its
common  stock.  If  paid in stock, the conversion price shall be the closing bid
price  of the common stock on either the date the interest payment is due or the
date on which the interest payment is made. The balance of accrued interest owed
at September 30, 2009 was $31,582.

At  any  time,  Highgate  may  elect  to  convert principal amounts owing on the
Debenture  into shares of the Company's common stock at a conversion price equal
to  the  lesser  of $0.10 per share or an amount equal to the lowest closing bid
price  of  the  Company's  common  stock for the twenty trading days immediately
preceding  the conversion date. The Company has the right to redeem a portion of
the  entire  Debenture outstanding by paying 105 percent of the principal amount
redeemed plus accrued interest thereon.



                                       16
<PAGE>

Highgate's  right  to  convert principal amounts of the Debenture into shares of
the Company's common stock is limited as follows:

         (i)      Highgate  may  convert  up  to $250,000 worth of the principal
                  amount   plus   accrued  interest  of  the  Debenture  in  any
                  consecutive  30-day  period  when  the  market  price  of  the
                  Company's  stock  is  $0.10  per  share or less at the time of
                  conversion;

         (ii)     Highgate  may  convert  up  to $500,000 worth of the principal
                  amount   plus   accrued  interest  of  the  Debenture  in  any
                  consecutive  30-day  period  when  the  price of the Company's
                  stock  is  greater  than  $0.10  per  share  at  the  time  of
                  conversion;  provided,  however,  that Highgate may convert in
                  excess  of  the  foregoing amounts if the Company and Highgate
                  mutually agree; and

         (iii)    Upon  the  occurrence of an event of default, Highgate may, in
                  its   sole   discretion,  accelerate  full  repayment  of  all
                  debentures  outstanding  and  accrued interest thereon, or may
                  convert  the  Debentures  and  accrued  interest  thereon into
                  shares of the Company's common stock.

Except  in  the  event  of default, Highgate may not convert the Debenture for a
number  of shares that would result in Highgate owning more than 4.99 percent of
the Company's outstanding common stock.

The  Company  also granted Highgate registration rights related to the shares of
the Company's common stock issuable upon the conversion of the Debenture.

The  Company  determined  that certain conversion features of the Debenture fell
under  derivative  accounting  treatment. Since May 2005, the carrying value has
been  accreted  over  the  life  of  the  debenture until December 31, 2007, the
original maturity date. As of that date, the carrying value of the Debenture was
$970,136,  which  was  the  remaining  face value of the debenture. The carrying
value of the Debenture as of September 30, 2009, was $620,136. The fair value of
the  derivative  liability  stemming from the debenture's conversion feature was
determined to be $0 as of September 30, 2009.

In connection with the issuance of the Debenture, $2,265,000 of the proceeds was
used  to  repay  earlier  promissory  notes. Fees of $256,433, withheld from the
proceeds, were capitalized and were amortized over the life of the note.

During  2006,  Highgate  converted $1,000,000 of Debenture principal and accrued
interest  into  a  total  of  37,373,283  shares  of  common stock. During 2007,
Highgate converted $1,979,864 of Debenture principal and accrued interest into a
total  of 264,518,952 shares of common stock. During the year ended December 31,
2008,  Highgate  converted  $350,000  of  debenture  principal  into  a total of
36,085,960  shares  of  common  stock During the nine months ended September 30,
2009, $55,659 of interest expense accrued on the debenture.

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

Accrued  interest  is payable at the time of maturity or conversion. The Company
may,  at  its  option,  elect  to  pay accrued interest in cash or shares of the
Company's  common  stock.  If  paid  in stock, the conversion price shall be the
closing bid price of the common stock on either the date the interest payment is
due or the date on which the interest payment is made.



                                       17
<PAGE>

At  any  time,  YA  Global  may  elect to convert principal amounts owing on the
December  Debenture  into  shares  of the Company's common stock at a conversion
price  equal to an amount equal to the lowest closing bid price of the Company's
common  stock  for  the twenty trading days immediately preceding the conversion
date.  The  Company  has  the  right  to redeem a portion or the entire December
Debenture  then  outstanding  by  paying  105  percent  of  the principal amount
redeemed plus accrued interest thereon. Interest expense accrued during the nine
months  ending  September  30,  2009  totaled  $134,630.  The balance of accrued
interest owed at September 30, 2009, was $465,534.

YA  Global's  right  to convert principal amounts of the December Debenture into
shares of the Company's common stock is limited as follows:

         (i)      YA  Global  may  convert up to $250,000 worth of the principal
                  amount  plus accrued interest of the December Debenture in any
                  consecutive  30-day  period when the market price our stock is
                  $0.10 per share or less at the time of conversion;

         (ii)     YA  Global  may  convert up to $500,000 worth of the principal
                  amount  plus accrued interest of the December Debenture in any
                  consecutive  30-day  period  when  the  price of the Company's
                  common  stock  is  greater than $0.10 per share at the time of
                  conversion;  provided,  however, that YA Global may convert in
                  excess  of  the foregoing amounts if the Company and YA Global
                  mutually agree; and

         (iii)    Upon  the occurrence of an event of default, YA Global may, in
                  its   sole   discretion,  accelerate  full  repayment  of  the
                  debenture  outstanding  and  accrued  interest  thereon or may
                  convert  the  December  Debenture and accrued interest thereon
                  into shares of the Company's common stock.

Except in the event of default, YA Global may not convert the December Debenture
for  a  number  of  shares  that would result in YA Global owning more than 4.99
percent of the Company's outstanding common stock.

The  YA  Global  Debenture was issued with 10,000,000 warrants, with an exercise
price  of  $0.09 per share. The warrants vested immediately and had a three-year
life.  As  a  result of the May 2007 1.2-for1 forward stock split, the effective
number  of  vested  warrants  increased to 12,000,000. On December 31, 2008, all
12,000,000 warrants expired.

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

The  Company  determined  that the conversion features on the December Debenture
and  the  associated  warrants  fell  under derivative accounting treatment. The
carrying value was accreted over the life of the December Debenture until August
31,  2008,  a  former  maturity  date,  at which time the principal value of the
December  Debenture  reached  $1,500,000.  The  fair  value  of  the  derivative
liability   stemming  from  the  December  Debenture's  conversion  feature  was
determined to be $0 as of September 30, 2009.

In  connection  with  the  issuance of the December Debenture, fees of $130,000,
withheld  from  the  proceeds,  were  capitalized  and  were  amortized over the
original life of the December Debenture.

As  of  September  30,  2009,  YA  Global  had not converted any of the December
Debenture  into  shares  of  the  Company's  common stock. There was no activity
associated  with  the  debenture during the nine months ended September 30, 2009
other  than  $134,630 of accrued interest expense on the debenture. As a result,
the carrying value of the debenture remains $1,500,000 as of September 30, 2009.

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



                                       18
<PAGE>

Accrued  interest  is payable at the time of maturity or conversion. The Company
may,  at  its  option,  elect  to  pay accrued interest in cash or shares of the
Company's  common  stock.  If  paid  in stock, the conversion price shall be the
closing bid price of the common stock on either the date the interest payment is
due  or the date on which the interest payment is made. Interest expense accrued
during the nine months ending September 30, 2009 totaled $95,038. The balance of
accrued interest owed at September 30, 2009, was $369,732.

YA  Global  is  entitled to convert, at its option, all or part of the principal
amount  owing  under  the  August  Debenture into shares of the Company's common
stock at a conversion price equal 105 percent of the lowest closing bid price of
the Company's common stock for the twenty trading days immediately preceding the
conversion date.

YA  Global's right to convert principal amounts owing under the August Debenture
into shares of our common stock is limited as follows:

         (i)      YA  Global  may  convert up to $500,000 worth of the principal
                  amount  plus  accrued  interest of the August Debenture in any
                  consecutive  30-day  period  when  the  price of the Company's
                  common  stock  is  $0.03  per  share  or  less  at the time of
                  conversion;

         (ii)     YA  Global may convert any amount of the principal amount plus
                  accrued  interest  of  the August Debenture in any consecutive
                  30-day  period when the price of the Company's common stock is
                  greater than $0.03 per share at the time of conversion; and

         (iii)    Upon  the occurrence of an Event of Default (as defined in the
                  August  Debenture),  YA  Global  may,  in its sole discretion,
                  accelerate  full  repayment  of all debentures outstanding and
                  accrued   interest   thereon   or   may,  notwithstanding  any
                  limitations  contained  in  the  August  Debenture  and/or the
                  Purchase  Agreement,  convert  all  debentures outstanding and
                  accrued  interest thereon in to shares of the Company's common
                  stock pursuant to the August Debenture.

Except  in  the event of default, YA Global may not convert the August Debenture
for  a number of shares of common stock that would cause the aggregate number of
shares  of  Common  Stock  beneficially  owned  by Cornell and its affiliates to
exceed 4.99 percent of the outstanding shares of the common stock following such
conversion.

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

With  the  issuance of the August Debenture, fees of $135,000, withheld from the
proceeds,  were  capitalized  and  were  amortized  over  the life of the August
Debenture.

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

The  Company determined that the conversion features on the August Debenture and
the associated warrants fell under derivative accounting treatment. The carrying
value  will be accreted each quarter over the life of the August Debenture until
the  carrying  value  equals  the  face  value of $1,500,000. YA Global chose to
convert  $117,622  of the convertible debenture into 72,710,337 shares of common
stock  during  the  nine  months  ended  September  30, 2009 (see note 9). As of
September  30,  2009, the carrying value of the August Debenture was $1,041,218.
The  fair  value of the derivative liability arising from the August Debenture's
conversion feature and warrants was $67,448 as of September 30, 2009.



                                       19
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY

During  the  nine  months  ended  September  30,  2009,  the  Company issued the
following shares of restricted common stock:

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

         o        7,621,580  shares  for  payment  of $7,622 of principal on the
                  August Debenture to YA Global (see Note 8).

NOTE 10 - STOCK OPTIONS AND WARRANTS

Stock Option Plans - As of September 30, 2009, there were no options outstanding
from  the  three  Stock  Option  Plans  adopted during 2003 and 2004. Options to
purchase  a  total of 59,200,000 shares of common stock had been issued from the
2006  Stock  Option  Plan  as  of  September 30, 2009, out of which a maximum of
60,000,000 can be issued. As of June 30, 2009, options and share purchase rights
to acquire a total of 22,960,000 shares of common stock had been issued from the
2008  Stock  Option  Plan,  also,  out  of  which a maximum of 60,000,000 can be
issued.  The  Company's  Board  of  Directors  administers  the  plans,  and has
discretion in determining the employees, directors, independent contractors, and
advisors who receive awards, the type of awards (stock, incentive stock options,
non-qualified  stock  options,  or share purchase rights) granted, and the term,
vesting, and exercise prices.

Employee  Options  -  The  Company did not grant any employee options during the
nine months ended September 30, 2009. During the nine months ended September 30,
2008,  the Company granted options to purchase 12,960,000 shares of common stock
to employees, with an associated aggregated fair market value of $105,296.

Option  awards  to  employees  are  granted  with an exercise price equal to the
market  price  of  the Company's stock at the date of grant. Most of the options
granted  previously  have  vested  immediately,  and  most  have  had  four-year
contractual terms.

The  fair value of each option award is estimated on the date of grant using the
Black-Scholes  option  valuation  model,  using  the  assumptions  noted  in the
following table. Expected volatilities are based on the historical volatility of
the  Company's  common  stock  over the most recent period commensurate with the
expected term of the option. Prior to 2007, at times the Company granted options
to  employees in lieu of salary payments, and the pattern of exercise experience
was   known.   Beginning   in   2007,   options  were  granted  under  different
circumstances,  and  the  Company  has  insufficient historical exercise data to
provide   a  reasonable  basis  upon  which  to  estimate  the  expected  terms.
Accordingly,  in  such  circumstances,  the  Company  in  2007  began  using the
simplified  method  for  determining  the  expected term of options granted with
exercise  prices  equal  to the stock's fair market value on the grant date. The
risk-free rate for periods within the contractual life of the option is based on
the U.S. Treasury yield curve in effect at the time of grant. As the Company did
not  grant any employee options during the nine months ended September 30, 2009,
no  actual  assumptions  were applicable for the nine months ended September 30,
2009 (see table below):

<TABLE>
<CAPTION>

                                          Three months ended            Nine months ended
                                             September 30,                September 30,
                                         2009            2008          2009           2008
                                    --------------  -------------  -------------  -------------
<S>                                 <C>             <C>            <C>            <C>
Expected dividend yield                   -               -              -              -
Risk free interest rate                   n/a             n/a            n/a      1.44% - 2.73%
Expected volatility                       n/a             n/a            n/a       118% - 120%
Weighted average volatility               n/a             n/a            n/a              119%
Expected term (in years)                  n/a             n/a            n/a        2.5 - 2.6
Weighted average fair value per
  share                                   n/a             n/a            n/a             $0.008

</TABLE>

A summary of the stock option activity under the Plans as of September 30, 2009,
and changes during the nine months then ended is presented below:



                                       20
<PAGE>
<TABLE>
<CAPTION>

                                                                     Weighted-
                                                      Weighted-       Average
                                                       Average       Remaining      Aggregate
                                                       Exercise     Contractual     Intrinsic
                                       Shares           Price          Life           Value
                                    --------------  -------------  -------------  -------------
<S>                                 <C>             <C>            <C>            <C>
Outstanding at December 31, 2008        56,160,000  $       0.014
  Granted                                        -  $           -
  Exercised                                      -  $           -
  Forfeited                             (3,000,000) $       0.014
                                    --------------  -------------
Outstanding at September 30, 2009       53,160,000  $       0.014           2.73  $          -
                                    ==============  =============  =============  =============
Excercisable at September 30, 2009      51,360,000  $       0.014           2.75  $          -
                                    ==============  =============  =============  =============
</TABLE>

There  were no options exercised during the nine months ended September 30, 2009
and   2008.  As  of  September  30,  2009,  there  was  $7,971  in  unrecognized
compensation  cost related to non-vested options outstanding that is expected be
recognized over a weighted average period of 2.25 years.

Share  Purchase  Rights  -  In  January 2008, the Company granted share purchase
rights  to  attorneys to acquire 10,000,000 shares of common stock at a price of
$0.0001  per share. The purchase rights were granted in order that the attorneys
could sell the underlying shares and thus satisfy amounts due for legal services
rendered. Additional legal expense of $130,000 was recognized as the fair market
value  at the time the stock purchase rights were awarded. Fair market value was
estimated  using  the  Black-Scholes  valuation model, and using assumptions for
volatility  and  estimated term as being close to zero since it was assumed that
the  rights would be exercised almost immediately. As a result, the valuation of
the  stock  purchase  rights was calculated to be virtually the same as the fair
value of the underlying common stock on the date of issuance.

Warrants  -  In  connection  with  the YA Global convertible debenture issued in
December  2005,  the  Company  issued three-year warrants to purchase 10,000,000
shares  of  the  Company's  common  stock. The warrants had an exercise price of
$0.09  per share, and vested immediately, and had a three-year contractual life.
These warrants expired on December 31, 2008.

In  May  2006,  the  Company  closed a private placement of shares of its common
stock  and warrants in which it issued 14,285,715 shares of the Company's common
stock to ANAHOP, Inc., a California corporation, and issued warrants to purchase
up  to 30,000,000 additional shares of common stock to designees of ANAHOP for a
price of $1,000,000. The term of these warrants was for five years. With respect
to   the   shares   underlying  the  warrants,  the  Company  granted  piggyback
registration  rights  as  follows: (A) once all of the warrants with an exercise
price  of  $0.15 per share have been exercised, the Company agreed to include in
its  next registration statement the resale of those underlying shares; (B) once
all  of  the  warrants  with  an  exercise  price  of  $0.25 per share have been
exercised,  the Company agreed to include in its next registration statement the
resale  of  those  underlying  shares;  and (C) once all of the warrants with an
exercise  price  of  $0.50  per share have been exercised, the Company agreed to
include  in  its  next  registration  statement  the  resale of those underlying
shares.  The  Company  did not grant any registration rights with respect to the
original 14,285,715 shares of common stock.

In  connection  with  the YA Global convertible debenture issued in August 2006,
the  Company  issued  three-year  warrants  to purchase 15,000,000 shares of the
Company's  common  stock. The initial expiration date of the warrants was August
23,  2009.  As  part  of  the Forbearance Agreement (see Note 6) the life of the
warrants  was extended one year to August 23, 2010. The warrants had an exercise
price of $0.06 per share, and vested immediately.

In  connection  with  the  private  placement  with  ANAHOP,  the Company issued
five-year  warrants  to  purchase  30,000,000  shares  of common stock at prices
ranging from $0.15 to $0.50. All of these warrants were subject to adjustment in
the  event  of  a stock split. Accordingly, as a result of the 1.2 for 1 forward
stock  split  that occurred in 2007, there are warrants outstanding at September
30, 2009, to purchase a total of 36,000,000 shares of common stock in connection
with   these  transactions.  The  exercise  price  per  share  of  each  of  the
aforementioned  warrants  was likewise affected by the stock split, in that each
price was reduced by 20 percent.


                                       21
<PAGE>

During  2008,  in  connection  with  issuing a promissory note, the Company also
issued five-year warrants to purchase up to 75,000,000 shares of common stock at
exercise  prices  ranging  from  $0.02  to $0.50 per share. Also during 2008, in
connection  with  entering  into  an  agreement  with an outside consultant, the
Company  also  issued  four-year  warrants to purchase up to 6,000,000 shares of
common stock at an exercise price of $0.0125 per share. The Company accounts for
these   consultant   warrants  under  the  provisions  of  Accounting  Standards
Codification  ("ASC")  505-50, Accounting for Equity Instruments That Are Issued
to  Other  Than  Employees for Acquiring or in Conjunction with Selling Goods or
Services.

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

NOTE 11 - SEGMENT INFORMATION

The  Company  has  four  reportable  segments:  Electronics  Assembly,  Contract
Manufacturing,  Marketing  and Media, and Beverage Distribution. The Electronics
Assembly  segment  manufactures  and  assembles  circuit  boards  and electronic
component  cables.  The  Contract  Manufacturing  segment  manufactures,  either
directly or through foreign subcontractors, various products under manufacturing
and  distribution agreements. The Marketing and Media segment provides marketing
services  to  online  retailers, along with beverage development and promotional
services to Play Beverages, LLC. The Beverage Distribution segment manufactures,
markets,   and  distributes  Playboy-licensed  energy  drinks  domestically  and
internationally.  The  Beverage  Distribution segment continues to grow, and the
distribution channels, across the country and internationally, continues to gain
traction.  The  company  anticipates  this segment to become more significant in
relation to overall Company operations.

The  accounting  policies of the segments are consistent with those described in
the   summary   of   significant  accounting  policies.  The  Company  evaluates
performance  of each segment based on earnings or loss from operations. Selected
segment information is as follows:
<TABLE>
<CAPTION>


                                      Electronics      Contract      Marketing       Beverage
                                       Assembly     Manufacturing    and Media     Distribution      Total
--------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>           <C>            <C>
Three months ended September 30,
2009
Sales to external customers         $      192,660  $      54,204  $   1,575,421  $     868,656  $  2,690,941
Segment income (loss)                     (847,687)       (37,612)         1,742       (324,583)   (1,208,140)
Segment assets                           3,987,843      1,524,304      8,213,494        803,756    14,529,397
Depreciation and amortization               95,923         64,482          5,894              -       166,299

Three months ended September 30,
2008
Sales to external customers         $      250,621  $     207,982  $   2,086,489  $     557,322  $  3,102,414
Segment income (loss)                   (1,863,270)      (127,643)      (551,027)       283,526    (2,258,414)
Segment assets                           4,761,123      2,103,364      7,761,986        138,636    14,765,109
Depreciation and amortization               96,152         65,182            214              -       161,548

Nine months ended September 30,
2009
Sales to external customers         $    1,050,394  $     333,162  $   5,065,682  $   1,263,292  $  7,712,530
Segment income (loss)                   (1,481,180)      (203,170)      (554,424)      (353,074)   (2,591,848)
Segment assets                           3,987,843      1,524,304      8,213,494        803,756    14,529,397
Depreciation and amortization              288,227        193,584         17,575              -       499,386

Nine months ended September 30,
2008
Sales to external customers         $    1,287,316  $   1,729,694  $   6,303,870  $     882,118  $ 10,202,998
Segment income (loss)               $   (2,935,892) $     101,289  $    (536,149) $     389,325  $ (2,981,427)
Segment assets                           4,761,123      2,103,364      7,761,986        138,636    14,765,109
Depreciation and amortization       $      288,227  $     194,573  $         965  $           -  $    483,765
</TABLE>


                                       22
<PAGE>


NOTE 12 - GEOGRAPHIC INFORMATION

The  Company  currently  maintains approximately $438,501 of capitalized tooling
costs in China. All other revenue-producing assets are located in the U.S. While
the  Company ships products overseas on behalf of its customers, those customers
are located almost exclusively in the United States.










                                       23
<PAGE>

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

This  discussion  should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the year ended December 31, 2008.

Overview

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

We conduct business through our subsidiaries and divisions: CirTran USA, CirTran
Asia,  CirTran  Products,  CirTran  Media  Group,  CirTran  Online,  and CirTran
Beverage. CirTran USA accounted for seven percent and eight percent of our total
revenues during the three months ended September 30, 2009 and 2008 respectively,
and accounted for 12 percent and 13 percent, respectively, of total revenues for
the  nine  months  ended September 30, 2009 and 2008. Revenues were generated by
low-volume electronics assembly activities consisting primarily of the placement
and attachment of electronic and mechanical components on printed circuit boards
and flexible (i.e., bendable) cables.

Through  CirTran  Asia  we  manufacture  and  distribute  electronics,  consumer
products  and general merchandise to companies selling in international markets.
Sales  were  two  and four percent of our total revenues during the three months
ended  September  30,  2009  and 2008, respectively. Sales during the nine-month
periods  ending  September  30,  2009  and 2008 were two and 16 percent of total
revenues, respectively.

CirTran  Products  pursues  contract-manufacturing  relationships  in  the  U.S.
consumer products markets, including licensed merchandise sold in the sports and
entertainment  markets. Sales comprised 0 and two percent of total sales for the
quarters  ended September 30, 2009 and 2008, respectively, and comprised two and
0  percent of total sales for the nine months ended September 30, 2009 and 2008,
respectively.

CirTran   Media   provides  end-to-end  services  to  the  direct  response  and
entertainment  industries.  Revenues  for  CirTran  Media  were  0 percent and 1
percent  of  total  sales  for  the  quarters ended September 30, 2009 and 2008,
respectively. During the nine months ended September 30, 2009 and 2008, revenues
were 0 and 3 percent, respectively.

CirTran  Online  sells  products  via  the  Internet,  and provides services and
support  to  Internet  retailers. In conjunction with partner GMA, revenues from
this  division  were 25 and 33 percent of total revenues during the three months
ending  September 30, 2009 and 2008, respectively, and were 25 and 20 percent of
total  revenues  during  the  nine  months  ended  September  30, 2009 and 2008,
respectively.

CirTran  Beverage manufactures, markets, and distributes Playboy-licensed energy
drinks  in accordance with an agreement we, entered into with PlayBev, a related
party  who holds the Playboy license. In the future we also anticipate including
flavored  water  beverages  and  related merchandise. We provide development and
promotional  services  to  PlayBev, and pay a royalty based on our product sales
and  manufacturing  costs.  Services  billed  to PlayBev during the three months
ended September 30, 2009 and 2008 under this arrangement accounted for 33 and 34
percent  of  total  sales, respectively, while services billed to PlayBev during
the  nine  months  ended September 30, 2009 and 2008, totaled 44 and 35 percent,
respectively.  Sales  of  energy  drink  beverages during the three months ended
September  30,  2009  and  2008  amounted  to 25 percent and 18 percent of total
sales,  respectively.  During  the nine months ended September 30, 2009 and 2008
sales  of  energy drink beverages accounted for 14 and 9 percent of total sales,
respectively.  We also recorded product distribution revenue of $207,650 for the
three  and nine months ended September 30, 2009 relating to international energy
drink beverage arrangements.



                                       24
<PAGE>

Forward-Looking Statements and Certain Risks

The  statements  contained  in  this  report  that are not purely historical are
considered  to be "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform  Act  of  1995  and Section 21E of the Securities
Exchange  Act.  These  statements  represent  our  expectations, hopes, beliefs,
anticipations,  commitments,  intentions,  and  strategies regarding the future.
They  may  be  identified  by  the  use  of words or phrases such as "believes,"
"expects," "anticipates," "should," "plans," "estimates," and "potential," among
others.  Forward-looking  statements include, but are not limited to, statements
contained  in  Management's  Discussion  and Analysis of Financial Condition and
Results  of Operations regarding our financial performance, revenue, and expense
levels  in  the future and the sufficiency of our existing assets to fund future
operations and capital spending needs. Readers are cautioned that actual results
could  differ materially from the anticipated results or other expectations that
are  expressed  in  these forward-looking statements for the reasons detailed in
our most recent Annual Report on Form 10-K at pages 14 through 23. The fact that
some  of these risk factors may be the same or similar to our past reports filed
with  the  SEC  means  only  that  the risks are present in multiple periods. We
believe  that  many  of the risks detailed here and in our other SEC filings are
part  of doing business in the industry in which we operate and compete and will
likely  be  present  in  all  periods  reported. The fact that certain risks are
common  in  the industry does not lessen their significance. The forward-looking
Statements  contained in this report, are made as of the date of this report and
we  assume  no obligation to update them or to update the reasons why our actual
results  could  differ from those that we have projected in such forward-looking
Statements.  We  expressly  disclaim  any  obligation or intention to update any
forward-looking statement.

Results of Operations

Comparison of the Three and Nine months ended September 30, 2009 and 2008

Sales and Cost of Sales

Net  sales  decreased to $2,690,941 for the quarter ended September 30, 2009, as
compared  to  $3,102,414  for  the  quarter  ended September 30, 2008, driven by
continued  softness  in  the  electronics  assembly  and  contract manufacturing
segments.  Net  sales  for  the  nine  months  ending  September  30, 2009, fell
$2,490,468  as  compared  to the same period in 2008. The net sales decreases in
2009  as  compared  to  2008  are  attributable  primarily to the effects of the
national  economic  slowdown  in  our  traditional  manufacturing segments and a
strategic  shift  into  promising  segments  that  will  produce immediate sales
results  and  improved  profit margins. In our Beverage Distribution segment, we
continue  to  gain  momentum as we have experienced a 20 percent increase in our
net  sales  during  the nine months ended September 30, 2009, as compared to the
nine  months  ended  September  30,  2008,  driven by our continued domestic and
international expansion of the Playboy Energy Drink beverages.

Cost of sales, as a percentage of sales, decreased to 89 percent from 96 percent
for  the  three  months ended September 30, 2009, as compared to the prior year,
while cost of sales for the nine months ended September 30, 2009 increased to 89
percent  as compared to 85 percent for the nine months ended September 30, 2008.
Consequently,  the  gross  profit margin increased to 11 percent from 4 percent,
for  the  three months ended September 30, 2009 and 2008, while the gross profit
margin  for  the  nine  months ended September 30, 2009 and 2008 decreased to 11
percent from 15 percent. The increases and decreases in gross profit margin were
attributable  to the significant shift in the sales mix of products and services
experienced  during  2009  as  compared to 2008 and increases in product royalty
expenses,  which  are  included in the cost of sales. One of the primary reasons
for  the  difference  was  the  arrangement  we  have  with GMA. Pursuant to our
Assignment  and Exclusive Services Agreement, we recognize the revenue collected
under  the  GMA  contracts, and remit back to GMA a management fee approximating
their  actual  costs.  This  management  fee is included in our cost of revenue.
Another  reason  the  gross  margin  decreased  was  due  to  the  nature of our
manufacturing and distribution agreement with PlayBev. CirTran Beverage invoices
PlayBev  for  beverage  development  and  marketing services, which are very low
margin  projects.  However,  we anticipate that gross profit margins for CirTran
Beverage  will  increase  during the balance of 2009, as the distribution of the
Playboy  Energy  Drink  beverages  continues  to  expand  both  domestically and
internationally.



                                       25
<PAGE>

The  following  charts  present  comparisons  of  sales, cost of sales and gross
profits  generated by our four operating segments, i.e., Contract Manufacturing,
Electronics  Assembly,  Marketing and Media and Beverage Distribution during the
three and nine months ended September 30, 2009 and 2008.

Three Months Ended:

                                          Cost of       Royalty        Gross
   Segment     Year         Sales          Sales        Expense       Margin
--------------------------------------------------------------------------------
Electronics    2009    $      192,660  $     170,357  $         -  $     22,303
Assembly       2008           250,621        354,643            -      (104,022)
--------------------------------------------------------------------------------
Contract       2009    $       54,204  $         348  $         -  $     53,856
Manufacturing  2008           207,982        134,283            -        73,699
--------------------------------------------------------------------------------
Marketing      2009    $    1,575,421  $   1,496,649  $         -  $     78,772
/ Media        2008         2,086,489      1,775,493            -       310,996
--------------------------------------------------------------------------------
Beverage       2009    $      868,656  $     358,449  $   374,220  $    135,987
Distribution   2008           557,322        399,816      315,164      (157,658)
--------------------------------------------------------------------------------

Nine Months Ended:

                                          Cost of       Royalty        Gross
   Segment     Year        Sales           Sales        Expense       Margin
--------------------------------------------------------------------------------
Electronics    2009    $    1,050,394  $     721,512  $         -  $    328,882
Assembly       2008         1,287,316      1,048,108            -       239,208
--------------------------------------------------------------------------------
Contract       2009    $      333,162  $     128,970  $         -  $    204,192
Manufacturing  2008         1,729,694      1,103,650            -       626,044
--------------------------------------------------------------------------------
Marketing      2009    $    5,065,681  $   4,819,642  $         -  $    246,039
/ Media        2008         6,303,870      5,445,244            -       858,626
--------------------------------------------------------------------------------
Beverage       2009    $    1,263,292  $     585,805  $   603,852  $     73,635
Distribution   2008           882,118        635,125      426,154      (179,161)
--------------------------------------------------------------------------------

Selling, General and Administrative Expenses

During  the  three  months  ended  September  30,  2009,  selling,  general  and
administrative expenses decreased $348,571 as compared to the same period during
2008,  while  selling,  general and administrative expenses decreased $1,283,392
during  the  nine months ended September 30, 2009 as compared to the same period
during  2008. The primary reason for the decrease was the slowing of advertising
and  media  promotion  spending during the nine months ended September 30, 2009,
together  with  the  reduction  of  travel  and  legal  expenses.  As  mentioned
previously,  not  only has the effects of the national economic decline resulted
in  a  decrease  in  cable  assembly  and electronic orders from our traditional
customers,  but  we  have experienced a softening of sales in all segments, with
the  exception  of  our  Beverage  Distribution segment, driving the decrease in
advertising  and  media  promotion  spending and travel expenditures. These cost
savings were offset somewhat by increases in insurance, amortization and freight
out expenses.

Non-cash compensation expense

Compensation  expense  in  connection  with  granting  options  to  employees to
purchase  common  stock  has  decreased  significantly during the three and nine
months  ended  September  30,  2009, as compared to the prior year as no options
were granted during the three and nine months ended September 30, 2009.

Other income and expense

Major components of other income and expense were as follows:

         o        Interest expense for the three and nine months ended September
                  30,  2009  was $301,158 and $868,965, respectively as compared
                  to $458,539 and $1,502,540 for the comparative period in 2008,
                  a  decrease  of  34  percent and 42 percent, respectively. The
                  decrease  is  the  result of a combination of reduced interest
                  expense  on  the convertible debentures and the elimination of
                  the  mortgage  on  our  building  through a sale and leaseback
                  arrangement.



                                       26
<PAGE>

         o        Interest  income for the three and nine months ended September
                  30,  2009  was  $132,857  and $375,772, respectively. Interest
                  income  for the three and nine months ended September 30, 2008
                  was  $75,125  and $137,431. The increase in 2009 is the result
                  of  the  interest  earned  on  the balance owed by Playbev for
                  services provided by us.

         o        During  the  first quarter of 2008, we arrived at a settlement
                  agreement   in  connection  with  litigation,  and  were  paid
                  $300,000 to resolve all claims.

         o        We  also  recorded  a  loss  of  $382,940  on  our  derivative
                  valuation  for  the  quarter  ended  September  30,  2009,  as
                  compared  to  a  loss  of  $867,138 derived during the quarter
                  ended  September 30, 2008. For the nine months ended September
                  30,  2009  we  recorded  a  gain  of $22,216 on our derivative
                  valuation,  as  compared  to  a  $838,024 gain during the nine
                  months  ended September 30, 2008. The difference resulted from
                  the   varying  valuations  calculated  during  the  respective
                  periods,  taking  into  account  differing  debt levels of the
                  underlying  convertible  debentures,  along  with  the varying
                  market values of our common stock.

As  a  result,  we  recorded  a loss of $1,208,140 during the three months ended
September  30, 2009, resulting in a net loss for the nine months ended September
30,  2009  of  $2,591,848.  During the three and nine months ended September 30,
2008, we recorded net losses of $2,258,414 and $2,981,427, respectively.

Liquidity and Capital Resources

Our  operating  expenses  are currently greater than our revenues. We have had a
history  of losses, and our accumulated deficit was $35,917,265 at September 30,
2009,  and  $33,325,415  at  December  31, 2008. Our net loss for the first nine
months  of 2009 was $2,591,848, compared to $2,981,427 for the first nine months
of 2008. Our current liabilities exceeded our current assets by $6,251,578 as of
September  30, 2009, and $4,244,213 as of December 31, 2008. The driving factors
for  the  difference  were  a  combination  of  increases in short-term accounts
payable  and  other accrued liabilities. For the nine months ended September 30,
2009,   we   experienced  negative  cash  flows  from  operating  activities  of
$2,468,658,  as  compared  to  negative cash flows from operations of $3,361,754
during the nine months ended September 30, 2008

Cash

For the nine months ended September 30, 2009, we experienced negative cash flows
from  operating  activities  of $2,468,658 primarily to support modest inventory
increases  and  both  trade  and  related  party receivables. The balance of the
difference  in cash used, as compared to cash provided, by operations during the
first  nine months of 2009 and 2008 was the result of the differences in various
non-cash  elements  of  gain  and  loss  such  as  depreciation,  accretion  and
amortization   expenses,  and  the  changes  in  derivative  valuations  on  the
convertible debentures and related warrants.

Accounts Receivable

Trade  accounts  receivable  increased  $110,690  as  of  September 30, 2009, as
compared  to December 31, 2008, driven by increased Playboy energy drink related
revenue during the nine months ended September 30, 2009. Our receivable due from
related  party  increased  $1,526,682 during the nine months ended September 30,
2009.  We  agreed  to  provide  services  to  PlayBev  for  initial development,
marketing,  and promotion of the energy drink. We bill these services to PlayBev
and record the amount as a related party account receivable.

Accounts payable and accrued liabilities

Accounts  payable  and  accrued  liabilities  owing  as  of  September 30, 2009,
increased  a combined $4,103,554 when compared to corresponding year-end amounts
at  December  31,  2008. Accounts payable increased by $470,554 during the first
nine  months  of  2009,  while  short  term  advances  payable and other accrued
liabilities  increased  by a combined $3,633,000 as compared to the December 31,
2008,  year-end  amounts,  driven  by  an  increase  in bridge loans and related
accrued interest.




                                       27
<PAGE>

Liquidity and financing arrangements

We  have  a  history  of substantial losses from operations, and of using rather
than  providing cash in operations. We had an accumulated deficit of $35,917,265
along with a total stockholders' deficit of $2,763,243 at September 30, 2009. In
addition,  during the nine months ended September 30, 2009; we have used, rather
than provided, cash in our operations. Our monthly operating costs plus interest
expense  payable  in  cash  averaged approximately $500,000 per month during the
nine months ended September 30, 2009.

In  conjunction  with  our  efforts to improve our results of operations, we are
also  actively  seeking  infusions  of  capital  from investors, and are seeking
sources  to  repay our existing convertible debentures. In our current financial
condition,  it  is  unlikely  that  we  will  be  able to obtain additional debt
financing at a reasonable cost. Even if we did acquire additional debt, we would
be  required  to  devote  additional cash flow to servicing the debt, and either
securing  the  debt  with  assets, or paying a premium cost. Accordingly, we are
looking  to obtain equity financing to meet our anticipated capital needs. There
can be no assurances that we will be successful in obtaining such capital. If we
Issue  additional shares for equity or in connection with debt, this will dilute
the value of our common stock and existing shareholders' positions.

There  can  be  no  assurance  that we will be successful in obtaining more debt
and/or  equity  financing  in  the future or that our results of operations will
materially  improve  in  either the short or the long term. If we fail to obtain
such  financing and improve our results of operations, we will be unable to meet
our obligations as they become due. That would raise substantial doubt about our
ability to continue as a going concern.

Convertible Debentures

Highgate  House  Funds,  Ltd.  -  In May 2005, we entered into an agreement with
Highgate  to issue a $3,750,000, five percent Secured Convertible Debenture (the
"Debenture").  The Debenture was originally due December 2007, and is secured by
all  of our assets. Highgate agreed to extend the maturity date of the Debenture
to December 31, 2008.

Accrued  interest  is  payable at the time of maturity or conversion. We may, at
our option, elect to pay accrued interest in cash or shares of our common stock.
If  paid  in  stock,  the conversion price shall be the closing bid price of the
common stock on either the date the interest payment is due or the date on which
the  interest payment is made. The balance of accrued interest owed at September
30, 2009, was $31,582.

At  any  time,  Highgate  may  elect  to  convert principal amounts owing on the
Debenture  into  shares  of  our common stock at a conversion price equal to the
lesser  of $0.10 per share or an amount equal to the lowest closing bid price of
our  common  stock  for  the  twenty  trading  days  immediately  preceding  the
conversion  date.  We have the right to redeem a portion of the entire Debenture
outstanding  by paying 105 percent of the principal amount redeemed plus accrued
interest thereon.

Highgate's  right  to  convert principal amounts of the Debenture into shares of
our common stock is limited as follows:

         (i)      Highgate  may  convert  up  to $250,000 worth of the principal
                  amount   plus   accrued  interest  of  the  Debenture  in  any
                  consecutive  30-day  period when the market price of our stock
                  is $0.10 per share or less at the time of conversion;

         (ii)     Highgate  may  convert  up  to $500,000 worth of the principal
                  amount   plus   accrued  interest  of  the  Debenture  in  any
                  consecutive  30-day  period  when  the  price  of our stock is
                  greater  than  $0.10  per  share  at  the  time of conversion;
                  provided,  however, that Highgate may convert in excess of the
                  foregoing amounts if we and Highgate mutually agree; and



                                       28
<PAGE>

         (iii)    Upon  the  occurrence of an event of default, Highgate may, in
                  its   sole   discretion,  accelerate  full  repayment  of  all
                  debentures  outstanding  and  accrued interest thereon, or may
                  convert  the  Debentures  and  accrued  interest  thereon into
                  shares of our common stock.

Except  in  the  event  of default, Highgate may not convert the Debenture for a
number  of shares that would result in Highgate owning more than 4.99 percent of
our outstanding common stock.

We also granted Highgate registration rights related to the shares of our common
stock  issuable  upon  the  conversion  of the Debenture. As of the date of this
Report, no registration statement had been filed.

We  determined  that  certain  conversion  features  of the Debenture fell under
derivative  accounting  treatment.  Since  May 2005, the carrying value has been
accreted  over  the  life of the debenture until December 31, 2007, the original
maturity  date.  As  of  that  date,  the  carrying  value  of the Debenture was
$970,136,  which  was  the  remaining  face value of the debenture. The carrying
value of the Debenture as of September 30, 2009, was $620,136. The fair value of
the  derivative liability stemming from the debenture's conversion feature as of
September 30, 2009, was $0.

In connection with the issuance of the Debenture, $2,265,000 of the proceeds was
used  to  repay  earlier  promissory  notes. Fees of $256,433, withheld from the
proceeds, were capitalized and are being amortized over the life of the note.

During  2006,  Highgate  converted $1,000,000 of Debenture principal and accrued
interest  into  a  total  of  37,373,283  shares  of  common stock. During 2007,
Highgate converted $1,979,864 of Debenture principal and accrued interest into a
total  of 264,518,952 shares of common stock. During the year ended December 31,
2008,  Highgate  converted  $350,000  of  debenture  principle  into  a total of
36,085,960  shares  of  common stock. No Debenture principal or accrued interest
was converted during the nine months ending September 30, 2009.

YA  Global  December  Debenture - In December 2005, we entered into an agreement
with  YA  Global  to issue a $1,500,000, 5 percent Secured Convertible Debenture
(the  "December  Debenture"). The December Debenture was originally due July 30,
2008, and has a security interest in all our assets, subordinate to the Highgate
security  interest.  YA  Global  also  agreed to extend the maturity date of the
December Debenture to December 31, 2008.

Accrued  interest  is  payable at the time of maturity or conversion. We may, at
our option, elect to pay accrued interest in cash or shares of our common stock.
If  paid  in  stock,  the conversion price shall be the closing bid price of the
common stock on either the date the interest payment is due or the date on which
the interest payment is made.

At  any  time,  YA  Global  may  elect to convert principal amounts owing on the
December  Debenture  into shares of our common stock at a conversion price equal
to  an  amount equal to the lowest closing bid price of our common stock for the
twenty trading days immediately preceding the conversion date. We have the right
to  redeem a portion or the entire December Debenture then outstanding by paying
105  percent  of  the  principal  amount redeemed plus accrued interest thereon.
Interest  expense  accrued  during  the  nine  months  ending September 30, 2009
totaled  $134,630.  The  balance of accrued interest owed at September 30, 2009,
was $465,534.

YA  Global's  right  to convert principal amounts of the December Debenture into
shares of our common stock is limited as follows:

         (i)      YA  Global  may  convert up to $250,000 worth of the principal
                  amount  plus accrued interest of the December Debenture in any
                  consecutive  30-day  period when the market price our stock is
                  $0.10 per share or less at the time of conversion;

         (ii)     YA  Global  may  convert up to $500,000 worth of the principal
                  amount  plus accrued interest of the December Debenture in any
                  consecutive  30-day  period  when  the  price  of our stock is
                  greater  than  $0.10  per  share  at  the  time of conversion;
                  provided, however, that YA Global may convert in excess of the
                  foregoing amounts if we and YA Global mutually agree; and



                                       29
<PAGE>

         (iii)    Upon  the occurrence of an event of default, YA Global may, in
                  its   sole   discretion,  accelerate  full  repayment  of  the
                  debenture  outstanding  and  accrued  interest  thereon or may
                  convert  the  December  Debenture and accrued interest thereon
                  into shares of our common stock.

Except in the event of default, YA Global may not convert the December Debenture
for  a  number  of  shares  that would result in YA Global owning more than 4.99
percent of our outstanding common stock.

The  YA  Global  Debenture was issued with 10,000,000 warrants, with an exercise
price  of  $0.09  per share. The warrants vest immediately and have a three-year
life.  As  a result of the May 2007 1.2-for-1 forward stock split, the effective
number  of vested warrants increased to 12,000,000. As of December 31, 2008, all
12,000,000 warrants had expired.

We  also  granted  YA  Global  registration  rights related to the shares of our
common  stock  issuable  upon  the  conversion of the December Debenture and the
exercise  of  the  warrants.  As  of  the  dates of this Report, no registration
statement had been filed.

We  determined  that  the  conversion features on the December Debenture and the
associated  warrants  fell  under  derivative accounting treatment. The carrying
value  was  accreted  over  the  life of the December Debenture until August 31,
2008,  a former maturity date, at which time the principal value of the December
Debenture  reached  $1,500,000.  The  fair  value  of  the  derivative liability
stemming  from  the  December Debenture's conversion feature as of September 30,
2009, was $0.

In  connection  with  the  issuance of the December Debenture, fees of $130,000,
withheld  from  the  proceeds, were capitalized and are being amortized over the
life of the December Debenture.

As  of  September  30,  2009,  YA  Global  had not converted any of the December
Debenture into shares of our common stock. There was no activity associated with
the  debenture  during  the  nine  months  ended  September  30, 2009 other than
$134,630 of accrued interest expense on the debenture. As a result, the carrying
value of the debenture remains $1,500,000 as of September 30, 2009.

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

Accrued  interest  is  payable at the time of maturity or conversion. We may, at
our option, elect to pay accrued interest in cash or shares of our common stock.
If  paid  in  stock,  the conversion price shall be the closing bid price of the
common stock on either the date the interest payment is due or the date on which
the  interest  payment  is made. Interest expense accrued during the nine months
ending  September 30, 2009 totaled $95,038. The balance of accrued interest owed
at September 30, 2009, was $369,732.

YA  Global  is  entitled to convert, at its option, all or part of the principal
amount  owing  under  the  August Debenture into shares of our common stock at a
conversion price equal 105 percent of the lowest closing bid price of our common
stock for the twenty trading days immediately preceding the conversion date.

YA  Global's right to convert principal amounts owing under the August Debenture
into shares of our common stock is limited as follows:

         (i)      YA  Global  may  convert up to $500,000 worth of the principal
                  amount  plus  accrued  interest of the August Debenture in any
                  consecutive 30-day period when the price of our stock is $0.03
                  per share or less at the time of conversion;



                                       30
<PAGE>

         (ii)     YA  Global may convert any amount of the principal amount plus
                  accrued  interest  of  the August Debenture in any consecutive
                  30-day  period  when  the  price  of our stock is greater than
                  $0.03 per share at the time of conversion; and

         (iii)    Upon  the occurrence of an Event of Default (as defined in the
                  August  Debenture),  YA  Global  may,  in its sole discretion,
                  accelerate  full  repayment  of all debentures outstanding and
                  accrued   interest   thereon   or   may,  notwithstanding  any
                  limitations  contained  in  the  August  Debenture  and/or the
                  Purchase  Agreement,  convert  all  debentures outstanding and
                  accrued  interest  thereon  in  to  shares of our common stock
                  pursuant to the August Debenture.

Except  in  the event of default, YA Global may not convert the August Debenture
for  a number of shares of common stock that would cause the aggregate number of
shares  of  Common  Stock  beneficially  owned  by Cornell and its affiliates to
exceed 4.99 percent of the outstanding shares of the common stock following such
conversion.

In  connection with the August Purchase Agreement, we also agreed to grant to YA
Global  warrants  (the  "Warrants")  to  purchase up to an additional 15,000,000
shares  of  our  common  stock. The Warrants have an exercise price of $0.06 per
share,  and  expire  three  years  from  the date of issuance. The Warrants also
provide  for  cashless  exercise  if  at  the  time  of exercise there is not an
effective  registration  statement  or if an event of default has occurred. As a
result  of  the  May  2007 1.2-for1 forward stock split, the effective number of
outstanding warrants increased to 18,000,000.

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

We  determined  that  the  conversion  features  on the August Debenture and the
associated  warrants  fell  under  derivative accounting treatment. The carrying
value  will be accreted each quarter over the life of the August Debenture until
the  carrying  value  equals the face value of $1,500,000. During the year ended
December  31,  2008  YA  Global  chose  to  convert  $341,160 of the convertible
debenture  into 139,136,360 shares of common stock. During the nine months ended
September  30,  2009,  YA  Global  chose  to convert $117,622 of the convertible
debenture  into  72,710,337 shares of common stock. As of September 30, 2009 the
carrying  value  of  the  August Debenture was $1,041,218. The fair value of the
derivative  liability stemming from the August Debenture's conversion feature as
of September 30, 2009, was $67,448.

In  connection  with  the  issuance  of  the August Debenture, fees of $135,000,
withheld  from  the  proceeds, were capitalized and are being amortized over the
life of the August Debenture.

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

Forbearance Agreement

On  August  11,  2009,  the  Company  and  YA  Global entered into a forbearance
agreement and related agreements. The Forbearance Agreement related specifically
to the three debentures issued by the Company to YA or its predecessor entities:
a  May  26,  2005,  debenture  in  the  principal amount of $3,750,000 (the "May
Debenture"),  a  December  30,  2005,  debenture  in  the  principal  amount  of
$1,500,000  (the "December Debenture"), and an August 23, 2006, debenture in the
principal  amount  of  $1,500,000 (the "August Debenture," and collectively with
the  May Debenture and the December Debentures, the "Debentures"), together with
certain  other  agreements  entered  into in connection with the issuance of the
Debentures (collectively, the "Financing Documents").



                                       31
<PAGE>

The  Forbearance  Agreement noted that the Company had requested that YA forbear
from  enforcing  its rights and remedies under the Financing Documents, and sets
forth the agreement between the Company and YA with respect to such forbearance.

Specifically,  the  Company  agreed to waive any claims against YA, and released
any  such  claims  the  Company  may  have  had.  The  Company also ratified its
obligations under the Financing Documents; agreed to the satisfaction of certain
conditions  precedent,  including  the  entry  into  a Global Security Agreement
(discussed  below),  a  Global  Guaranty  Agreement  (discussed  below),  and an
amendment  of  a  warrant  granted  to YA in connection with the issuance of the
August  Debenture; agreed to seek to obtain waivers from the Company's landlords
at  its  properties  in Utah, California, and Arkansas; agreed to seek to obtain
deposit  account  control  agreements  from  the  Company's banks and depository
institutions; and to repay the Company's obligations under the Debentures on the
following schedule:

         i.       $125,000  on  August 11,  2009 (at  the time of signing of the
                  Agreement);
         ii.      $150,000 on September 1, 2009;
         iii.     $150,000 on October 1, 2009;
         iv.      $200,000 on November 1, 2009;
         v.       $200,000 on December 1, 2009;
         vi.      $250,000 on January 1, 2010;
         vii.     $250,000 on February 1, 2010;
         viii.    $300,000 on March 1, 2010;
         ix.      $300,000 on April 1, 2010;
         x.       $300,000 on May 1, 2010;
         xi.      $300,000 on June 1, 2010;
         xii.     $300,000 on July 1, 2010; and
         xiii.    the remaining balance of the Obligations to be paid in full on
                  or before the earlier of  (i) the occurrence of  a Termination
                  Event (as defined in  the Forbearance Agreement), or (ii) 3:00
                  P.M.  (New   York  Time)  on  July  1, 2010 (hereinafter,  the
                  "Termination Date").

Pursuant  to  the  Forbearance  Agreement,  the parties agreed that the Company,
subject  to  the  consent  of  YA, could choose to pay all or any portion of the
payments  listed  above in common stock, with the conversion price to be used to
determine  the number of shares of common stock being equal to 85 percent of the
lowest  closing  bid  price of the Company's common stock during the ten trading
days prior to the payment date.

In  exchange  for  the  satisfaction  of such conditions and agreements from the
Company, YA agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  and/or converting the Debentures into shares of the
Company's common stock, until the earlier of (i) the occurrence of a Termination
Event  (as  defined in the Forbearance Agreement), or (ii) the Termination Date,
which is given as July 1, 2010. Notwithstanding the foregoing, nothing contained
in  the  Forbearance Agreement or the other Forbearance Documents will be deemed
to  constitute  a  waiver  by YA of any default or event of default, whether now
existing  or  hereafter  arising  (including,  without  limitation, the existing
defaults  listed  in the Forbearance Agreement), and/or its right to convert the
Debentures into shares of the Company's common stock.

All payments scheduled to have been made as of the date of this filing have been
remitted as required.

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

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



                                       32
<PAGE>

The Forbearance Agreement, the GSA, and the GGA are all described in more detail
in,  and copies of the agreements are included as exhibits to, a Current Report,
filed with the Commission on August 17, 2009.

Critical accounting estimates

Revenue  Recognition  -  Revenue  is recognized when products are shipped. Title
passes  to  the  customer  or  independent  sales  representative at the time of
shipment.  Returns  for  defective  items  are  repaired  and  sent  back to the
customer.   Historically,   expenses  associated  with  returns  have  not  been
significant and have been recognized as incurred.

Shipping  and  handling  fees  are  included  as  part of net sales. The related
freight  costs  and  supplies  directly  associated  with  shipping  products to
customers are included as a component of cost of goods sold.

We  have  also  recorded  revenue  using  a  "Bill  and  Hold" method of revenue
recognition.  ASC  605,  imposes  several  requirements  to  be  met in order to
recognize revenue prior to shipment of product.

The criteria are the following:

         i.       The risks of ownership must have passed to the buyer;

         ii.      The customer must have made a fixed commitment to purchase the
                  goods, preferably in written documentation;

         iii.     The  buyer,  not the seller, must request that the transaction
                  be on a bill and hold basis. The buyer must have a substantial
                  business  purpose  for  ordering  the goods on a bill and hold
                  basis;

         iv.      There  must be a fixed schedule for delivery of the goods. The
                  date  for  delivery  must be reasonable and must be consistent
                  with  the  buyer's business purpose (e.g., storage periods are
                  customary in the industry);

         v.       The  seller  must  not  have retained any specific performance
                  obligations such that the earning process is not complete;

         vi.      The  ordered goods must have been segregated from the seller's
                  inventory  and  not  be  subject  to  being used to fill other
                  orders; and

         vii.     The  equipment  (product)  must  be  complete  and  ready  for
                  shipment.

In  effect,  we  secure  a contractual agreement from the customer to purchase a
specific  quantity  of goods, and the goods are produced and segregated from our
inventory.  Shipment  of  the  product is scheduled for release over a specified
period  of  time.  The  result  is that we maintain the customer's inventory, on
site, until all releases have been issued.

Agency  fees were recognized when they were earned. This occurred only after the
talent, represented by us, received payment for the services from the buyer. The
buyer  remitted  funds  to  a  trust  checking  account  after  all  payroll tax
liabilities  had  been deducted from the gross amount due the talent. The talent
was  paid the net amount, less our commission (which is approximately 10 percent
of  the  gross  amount due the talent), from the trust account. The remainder of
funds  in  the  trust account, typically 10 percent, was then distributed us and
recognized as revenue.



                                       33
<PAGE>

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

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

Impairment  of  Long-Lived  Assets  - We review our long-lived assets, including
intangibles,  for  impairment  when  events or changes in circumstances indicate
that  the  carrying  value  of  an asset may not be recoverable. At each balance
sheet  date,  we  evaluate  whether  events and circumstances have occurred that
indicate possible impairment. We use an estimate of future undiscounted net cash
flows  from  the  related  asset or group of assets over their remaining life in
measuring  whether  the  assets are recoverable. As of December 31, 2008, it was
determined  that  the Company's investment in Diverse Talent Group was impaired,
and  the  company  recorded  a  loss  on investment in the amount of $1,068,000.
Long-lived  asset  costs  are  amortized  over  the estimated useful life of the
asset,  which  is typically 5 to 7 years. Amortization expense for the three and
nine  months  ended  September 30, 2009 was $111,114 and $333,341, respectively.
Amortization  expense  was  $105,972  and $317,269 for the three and nine months
ended September 30, 2008, respectively.

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

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

Accounting for Sale / Leaseback Transactions - We sold our Salt Lake City, Utah,
building  in  a sale/leaseback transaction, and reported the gain on the sale as
deferred revenue to be recognized over the term of lease pursuant to ASC 840-10,
Accounting for Leases.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

Our  exposure  to  market risk is limited to interest rate sensitivity, which is
affected  by  changes  in  the  general  level  of U.S. interest rates. Our cash
equivalents  are  invested  with  high  quality  issuers and limit the amount of
credit  exposure  to  any  one  issuer. Due to the short-term nature of the cash
equivalents,  we  believe  that we are not subject to any material interest rate
risk  as  it  relates  to  interest  income. All outstanding debt instruments at
September  30,  2009, had fixed interest rates and were therefore not subject to
interest rate risk.

We  did  not  have  any  foreign  currency  hedges or other derivative financial
instruments as of September 30, 2009. We do not enter into financial instruments
for  trading  or  speculative  purposes  and do not utilize derivative financial
instruments.  Our  operations are conducted in the United States and as such are
not subject to foreign currency exchange rate risk.



                                       34
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be disclosed in our Exchange Act reports is recorded,
processed,  summarized,  and  reported  within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to  management, including our Chief Executive Officer / Chief Financial Officer,
as  appropriate, to allow timely decisions regarding any required disclosure. In
designing  and  evaluating  these disclosure controls and procedures, management
recognized  that  any  controls  and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management  necessarily  was required to apply its judgment in
evaluating  the  cost-benefit  relationship  of possible disclosure controls and
procedures.

As  of the end of the period covered by this report, our Chief Executive Officer
/  Chief  Financial  Officer  evaluated  the  effectiveness  of  the  design and
operation  of  our  disclosure  controls  and  procedures  (as  defined  in Rule
13a-15(e) under the Exchange Act). Based on this evaluation, the Chief Executive
Officer  /  Chief  Financial  Officer concluded that the disclosure controls and
procedures  were  effective  to provide reasonable assurance as of September 30,
2009.

Changes in Internal Control over Financial Reporting

During  the  three  and  nine  months  ending  September 30, 2009, there were no
changes  in  our  internal control over financial reporting that have materially
affected,  or  are  reasonably likely to materially affect, our internal control
over financial reporting.

                          PART II - OTHER INFORMATION


Item 1. Legal Proceedings

CirTran  Corporation  vs.  Advanced Beauty Solutions, LLC, and Jason Dodo, Civil
No.  060900332,  Third Judicial District Court, Salt Lake County, State of Utah.
On  January  9,  2006, we brought suit against Advanced Beauty Solutions ("ABS")
and  Jason  Dodo, asserting claims related to exclusive manufacturing agreements
with  ABS,  including breach of contract, breach of the implied covenant of good
faith  and fair dealing, interference with economic relations, fraud, and unjust
enrichment.

On  January 24, 2006, ABS filed a voluntary petition for relief under chapter 11
of  the  United States Bankruptcy Code in the United States Bankruptcy Court for
the  Central  District  of  California,  San  Fernando Valley Division (the "ABS
Bankruptcy  Court"),  Case  No.  SV  06-10076 GM. On January 30, 2006, a hearing
("Hearing")  was  held  to consider the Emergency Motion for Order Approving the
Settlement  and  Compromise  of the Disputed Secured Claims of Inventory Capital
Group,  Inc.  ("ICG"),  and  Media  Funding Corporation ("MFC") (the "Settlement
Motion")  filed  by ABS. The continued Hearing on the Settlement Motion was held
on  February  16,  2006,  at  which time the settlement was modified. Prior to a
separate  hearing  held  on  March  24,  2006,  on  ABS's  Motion for Order: (1)
Approving Sale and Assignment of Substantially All Assets of the Estate Free and
Clear  of Liens; (2) Approving Assumption and Assignment of Leases and Executory
Contracts  Included  in the Sale and Rejection of Leases and Executory Contracts
Not  Included  in the Sale; and (3) Granting Related Relief (the "Sale Motion"),
the   settlement  was  further  modified.  The  modifications  to  the  proposed
settlement  were  read  into the ABS Bankruptcy Court's record at the Hearing on
the  Settlement  Motion  and  the  March  24,  2006  hearing  on the Sale Motion
("Proposed  Modifications").  Written  notice  of the Proposed Modifications was
provided  to  creditors  and  parties  in  interests  on March 27, 2006, and the
Declaration  of  James  C.  Bastian,  Jr.,  attesting  that no objections to the
Proposed  Modifications  have  been  received  by  ABS,  was  filed with the ABS
Bankruptcy Court.

On  June  6,  2006, the Company and ABS signed an agreement (the "Asset Purchase
Agreement"),  subject  to  the ABS Bankruptcy Court's approval. On June 7, 2006,
the  ABS  Bankruptcy Court entered orders approving the Asset Purchase Agreement
and  granting  the  Sale  Motion, and approving the settlement and compromise of
certain disputed claims against ABS.



                                       35
<PAGE>

Pursuant  to  the  settlement  of  ABS's  bankruptcy  proceedings  and the Asset
Purchase  Agreement,  we  have  an allowed claim against the ABS's estate in the
amount  of  $2,350,000,  of  which $750,000 is to be credited to the purchase of
substantially all of ABS's assets. Under the settlement, we may participate as a
general unsecured creditor of ABS's estate in the amount of $1,600,000 on a pari
passu  basis  with the $2,100,000 general unsecured claim of certain insiders of
ABS  and  subject  to  the  prior  payment  of  certain  secured,  priority, and
non-insider claims in the amount of approximately $1,507,011.

Under  the  Asset Purchase Agreement, we agreed to purchase substantially all of
ABS's assets in exchange for:

         i)       a cash payment in the amount of $1,125,000;

         ii)      a  reduction of CirTran's allowed claim in the Bankruptcy Case
                  by $750,000;

         iii)     the assumption of any assumed liabilities; and

         iv)      the  obligation  to  pay ABS a royalty equal to $3.00 per True
                  Ceramic   Pro  flat  iron  unit  sold  by  ABS  (the  "Royalty
                  Obligation").

The  assets  include personal property; intellectual property; certain executory
contracts  and unexpired leases; inventory; ABS's rights under certain insurance
policies;  deposits  and  prepaid expenses; books and records; goodwill; certain
causes  of  action;  permits; customer and supplier lists; and telephone numbers
and listings.

Under  the  Asset  Purchase  Agreement,  the  Royalty  Obligation  is  capped at
$4,135,000.  To  the  extent  the  amounts paid to ABS on account of the Royalty
Obligation  equal  less than $435,000 on the two-year anniversary of the closing
of  the  purchase,  then,  within  30  days of such anniversary, the Company has
agreed  to pay ABS an amount equal to $435,000 less the royalty payments made to
date.  As  part  of  the settlement, the Company also agreed to exchange general
releases with, among others, ABS, Jason Dodo (the manager of ABS), ICG, and MFC.
The settlement also resolved a related dispute with ICG in which ICG assigned to
the Company $65,000 of its secured claim against ABS.

Pursuant to the court-approved settlement, payments under the Royalty Obligation
will be made in the following order:

         a)       The  Royalty  Obligation  payments will be made exclusively to
                  ICG  and  MFC  (collectively, the "Secured Parties") until (i)
                  the Secured Parties have been paid in full on account of their
                  $1,243,208.44  secured claim, or (ii) the Secured Parties have
                  been  paid  $100,000 in payments under the Royalty Obligation,
                  whichever comes first.

         b)       The next $70,000 Royalty Obligation payments will be made to a
                  service  provider  to ABS (in the amount of $50,000) and to an
                  individual with an allowed claim (in the amount of $20,000).

         c)       Following  the  payments  to the Secured Parties and others as
                  set  forth immediately above, the remaining Royalty Obligation
                  payments  will  be  used  for  distribution to allowed general
                  unsecured  claims  not  including  those  of  the  Company and
                  certain    insiders    with   unpaid   notes   (the   "Insider
                  Noteholders").

         d)       Following  payments  as  set forth in (a), (b), and (c) above,
                  the  Royalty Obligation payments will be shared pro rata among
                  the  Insider Noteholders (with a total allowed aggregate claim
                  of  $2,100,000), and us (with a general unsecured claim in the
                  amount of $1,600,000), until paid in full.

The total claims against ABS's estate that must be recognized before we begin to
share in the Royalty Obligation payments is $435,000.

In  a  subsequent  pleading,  Mr.  Dodo and ABS alleged that we had breached the
settlement  agreement.  That  claim  has  been  settled.  As of the date of this
report,  $124,000 remains unpaid to ABS as part of the payment which the Company
has  agreed to pay ABS equal to $435,000 less the royalty payments made to date.
Management  subsequently  learned  that ABS sought and obtained default judgment
against  the Company in California. Management believes the default judgment was
wrongfully  entered, and we intend to vigorously defend against the default. The
Company  has  retained  California counsel to assist in our efforts to set aside
the default judgment. The parties have also undertaken settlement discussions.



                                       36
<PAGE>

A&A  Smart  Shopping  v.  CirTran Beverage Corp., California Superior Court, Los
Angeles County, KC054487. Plaintiff A&A Smart Shopping ("A&A") filed a complaint
against  CirTran  Beverage Corporation ("CirTran Beverage") and John Does 1-100,
claiming   breach   of  contract  and  intentional  interference  with  economic
relations,  based  on a distribution agreement between A&A and CirTran Beverage.
On  February  9,  2009, CirTran Beverage filed its answer, claiming that A&A had
materially  breached  the  Distribution Agreement, and that CirTran Beverage had
terminated the Distribution Agreement. The case is proceeding through discovery,
and  a  trial  is  set  for  January  2010.  CirTran  Beverage intends to defend
vigorously against all allegations in this matter.

Apex  Maritime  Co.  (LAX),  Inc. v. CirTran Corporation, CirTran Asia, Inc., et
al.,  California  Superior  Court,  Los Angeles County, SC098148. Plaintiff Apex
Maritime  Co. (LAX), Inc. ("Apex") filed a complaint on May 8, 2008, against the
Company and CirTran Asia, the Company's subsidiary, claiming breach of contract,
nonpayment  on  open  book  account,  non-payment  of  an  account  stated,  and
non-payment  for services, seeking approximately $62,000 against the Company and
$121,000  against CirTran Asia. The Company and CirTran Asia answered on June 9,
2008.  The  parties subsequently entered into a Release and Settlement Agreement
pursuant  to  which  the  Company and CirTran Asia agreed to pay an aggregate of
$195,000  in  monthly  payments.  In  the event of default under the Release and
Settlement  Agreement,  the  Plaintiffs  could  file  a Stipulation for Entry of
Judgment in the amount of $195,000, minus any amounts paid under the Release and
Settlement  Agreement.  On  February  26,  2009, the Stipulation of Judgment was
filed,  granting  the  California  court jurisdiction to enforce the Release and
Settlement  Agreement. On March 3, 2009, the court entered its judgment pursuant
to the Release and Settlement Agreement. On April 23, 2009, a Judgment Enforcing
Settlement  was  entered  against  CirTran  Corporation  and CirTran Asia, Inc.,
jointly  and  severally in the principal amount of $173,000, plus fees of $1,800
and  costs of $40. Supplemental proceedings are scheduled for December 11, 2009,
in West Jordan Utah, Third Judicial District Court.

Jimmy  Esebag  v. CirTran Beverage Corp., Fadi Nora, et al., California Superior
Court,  Los  Angeles County, BC396162. On August 12, 2008, the plaintiff filed a
complaint  against  CirTran  Beverage  and Mr. Nora bringing claims of breach of
contract,  fraud,  and defamation (solely against Mr. Nora) alleging non-payment
of  a  fee  of $1,000,000. The defendants filed their answer on October 2, 2008.
The parties settled this matter in September 2009.

Fortune  Resources  LLC  v.  CirTran  Beverage Corp., Civil No. 090401259, Third
Judicial  District  Court, Salt Lake County, State of Utah. On February 5, 2009,
the  plaintiff  filed a complaint against CirTran Beverage, claiming non-payment
for  goods in the amount of $121,135. CirTran Beverage filed its answer on March
10,  2009,  denying  the  allegations in the Complaint. The parties settled this
matter in September 2009.

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

CL&D Graphics v. CirTran Beverage Corp., Case No. 09V01154, Circuit Ct, Waukesha
County, Wisconsin. On or about March 23, 2009, CL&D filed an action in the above
court,  alleging  claims  for  breach of contract, unjust enrichment, promissory
estoppel,  and seeking damages of at least $25,488.66 along with attorneys' fees
and  costs.  CirTran Beverage Corp is reviewing the matter and intends to defend
vigorously against the allegations in the complaint.


                                       37
<PAGE>

Jamie Jackson v. CirTran Corporation, Civ No. 090909208, Third Judicial District
Court,  State  of  Utah.  The  complaint alleges claims sounding in contract and
seeking  damages.  On  July  10,  2009,  the Third District Court Clerk signed a
Default Certificate. The plaintiff seeks default judgment in the total amount of
$14,941.80.  The parties settled this matter and plaintiff voluntarily dismissed
the action in October 2009.

Anixter  Inc.,  /Wire  &  Cable v. CirTran Corporation, Civ No. 090409843, Third
Judicial District Court, State of Utah. The complaint alleges claims sounding in
contract for goods and or services supplied and seeking damages of approximately
$32,000.00. The parties have settled the case for $16,000.00, and the action was
dismissed in August 2009.

American Express Travel Related Services, Inc., v. CirTran Corporation, Civ. No.
090417742,  Third  Judicial District Court, State of Utah. The complaint alleges
contract  claims  under  which  the  plaintiff seeks to recover $105,978.31 plus
attorneys  fees and costs. The Company is evaluating the plaintiff's claims. The
parties have also undertaken settlement discussions.

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

During  the periods covered by this report, we issued shares of our common stock
without  registering  those  securities  under  the  Securities  Act of 1933, as
amended ("Securities Act") as follows:

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

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

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

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

Item 5.  Other Information

None




                                       38
<PAGE>

Item 6.  Exhibits

Exhibit No.      Document

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       39
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       40
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                       41
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       43
<PAGE>

     31           Certification of President / Chief Financial Officer

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


                                   SIGNATURES

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

                              CIRTRAN CORPORATION

                                         /s/ Iehab Hawatmeh
                                         --------------------------------------
Dated: November 20, 2009                 By: Iehab Hawatmeh
                                         President, Chief Financial Officer
                                         (Principal Executive Officer,
                                         Principal Financial Officer)

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


                                         /s/ Iehab Hawatmeh
                                         --------------------------------------
Dated: November 20, 2009                 By: Iehab Hawatmeh
                                         President, Chief Financial Officer,
                                         Principal Executive Officer,
                                         Principal Financial Officer and
                                         Director





                                       44



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