================================================================================

                                 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 March 31, 2010

                                       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 of                      (I.R.S. Employer
     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 [ ] 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 May 21,
2010 was 1,498,972,923 shares.


                                       1
<PAGE>

                              CIRTRAN CORPORATION

                                   FORM 10-Q

                 For the Quarterly Period Ended March 31, 2010

                                     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 ........................     22

 Item 3   Quantitative and Qualitative Disclosures About Market Risk ...     31

 Item 4   Controls and Procedures ......................................     31


                     PART II - OTHER INFORMATION

 Item 1   Legal Proceedings ............................................     32

 Item 2   Unregistered Sales of Equity Securities and Use of Proceeds ..     33

 Item 3   Defaults Upon Senior Securities ..............................     34

 Item 4   Other Information ............................................     34

 Item 5   Exhibits .....................................................     34

 Signatures ............................................................     39




                                       2
<PAGE>

                      CIRTRAN CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                      March 31,    December 31,
                                                        2010          2009
--------------------------------------------------------------------------------
ASSETS
Current assets
  Cash and cash equivalents                        $      10,148  $       8,588
  Trade accounts receivable, net of
    allowance for doubtful accounts of
    $267,928 and $290,806, respectively                  519,483        472,947
  Receivable due from related party                       33,076        670,266
  Inventory, net of reserve of $2,001,052
    and $2,045,458, respectively                         560,320        873,650
  Prepaid deposits                                        82,011         82,011
  Other                                                  628,263        720,712
--------------------------------------------------------------------------------
    Total current assets                               1,833,301      2,828,174

Investment in securities, at cost                        300,000        300,000
Investment in related party, at cost                     750,000        750,000
Long-term receivable due from related party            6,841,083      6,285,551
Long-term receivable                                   1,647,895      1,647,895
Property and equipment, net                              491,798        544,705
Intellectual property, net                             1,159,245      1,270,358
Other assets, net                                         14,538         14,538
--------------------------------------------------------------------------------
    Total assets                                   $  13,037,860  $  13,641,221
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Checks written in excess of bank balance         $     326,113  $     217,361
  Accounts payable                                     2,786,203      3,047,592
  Short term advances payable                          3,157,759      2,962,339
  Accrued liabilities                                  4,672,959      3,889,412
  Deferred revenue                                     2,146,764      2,275,967
  Derivative liability                                   275,992        523,349
  Convertible debenture                                3,161,355      3,161,355
  Current portion of refundable customer
    deposits                                             822,579        828,933
  Current maturities of long-term debt                   789,542        578,226
  Note payable to stockholders                           205,077        208,014
--------------------------------------------------------------------------------
    Total current liabilities                         18,344,343     17,692,548
--------------------------------------------------------------------------------

Refundable customer deposits, net of
  current portion                                      1,575,000      1,719,000
Long-term debt, less current maturities                        -        196,614
--------------------------------------------------------------------------------

    Total liabilities                                 19,919,343     19,608,162

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                  1,498,968      1,498,968
  Additional paid-in capital                          29,125,683     29,117,928
  Subscription receivable                                (17,000)       (17,000)
  Accumulated deficit                                (40,062,365)   (39,140,068)
--------------------------------------------------------------------------------
    Total CirTran Corporation stockholders'
    deficit                                           (9,454,714)    (8,540,172)
--------------------------------------------------------------------------------
    Noncontrolling interest                            2,573,231      2,573,231
--------------------------------------------------------------------------------
    Total stockholders' deficit                       (6,881,483)    (5,966,941)
--------------------------------------------------------------------------------
    Total liabilities and stockholders' deficit    $  13,037,860  $  13,641,221
--------------------------------------------------------------------------------

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


                                       3
<PAGE>


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


For the Three Months Ended March 31,                   2010            2009
--------------------------------------------------------------------------------

Net sales                                          $   2,183,838  $   1,922,382
Cost of sales                                         (1,528,712)    (1,403,457)
Royalty expense                                         (531,448)      (147,189)
--------------------------------------------------------------------------------

     Gross profit                                        123,678        371,736
--------------------------------------------------------------------------------

Operating expenses
   Selling, general and administrative expenses          790,608      1,149,982
   Non-cash compensation expense                          43,577            996
--------------------------------------------------------------------------------
     Total operating expenses                            834,185      1,150,978
--------------------------------------------------------------------------------

     Loss from operations                               (710,507)      (779,242)
--------------------------------------------------------------------------------

Other income (expense)
   Interest expense                                     (248,600)      (326,566)
   Interest income                                        29,185        124,590
   Separation expense - related party                   (260,000)             -
   Gain on sale/leaseback                                 20,268         20,268
   Gain (loss) on derivative valuation                   247,357     (1,288,607)
--------------------------------------------------------------------------------
     Total other expense, net                           (211,790)    (1,470,315)
--------------------------------------------------------------------------------

     Net loss                                      $    (922,297) $  (2,249,557)
--------------------------------------------------------------------------------
Basic and diluted loss per common share            $       (0.00) $       (0.00)
--------------------------------------------------------------------------------
Basic and diluted weighted-average
   common shares outstanding                       1,498,972,923  1,466,039,049
--------------------------------------------------------------------------------



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



                                       4
<PAGE>

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


For the Three Months Ended March 31,                   2010            2009
--------------------------------------------------------------------------------
Cash flows from operating activities
  Net loss                                         $    (922,297) $  (2,249,557)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
       Depreciation and amortization                     164,021        166,544
       Accretion expense                                  57,640        177,531
       Recovery of doubtful accounts                     (22,877)             -
       Provision for obsolete inventory                  (44,407)             -
       Gain on sale - leaseback                           20,268         20,000
       Non-cash compensation expense                      43,577            996
       Loan costs and interest withheld from
         loan proceeds                                         -         12,474
       Litigation settled through accrued
         liability                                             -        (52,906)
       Options issued for services                         6,758            822
       Change in valuation of derivative                (247,357)     1,288,607
       Changes in assets and liabilities:
         Trade accounts receivable                       (23,659)      (107,781)
         Receivable due from related parties              81,657       (348,823)
         Inventory                                       357,737        (85,755)
         Prepaid deposits and other current assets        92,449         (3,386)
         Accounts payable                               (210,169)       394,442
         Accrued liabilities                             720,698        669,910
         Deferred revenue                               (129,203)       (68,326)
         Refundable customer deposits                   (150,354)      (103,080)
--------------------------------------------------------------------------------

            Net cash used in operating activities       (205,518)      (288,288)
--------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from notes payable to stockholders                  -          4,612
  Payments on notes payable to stockholders               (2,937)        (5,221)
  Principal payments on long-term debt                   (42,937)             -
  Checks written in excess of bank balance               108,752         79,313
    Proceeds from short-term advances payable            144,200        210,200
--------------------------------------------------------------------------------

            Net cash provided by
            financing activities                         207,078        288,904
--------------------------------------------------------------------------------

Net increase in cash and cash equivalents                  1,560            616

Cash and cash equivalents at beginning of period           8,588          8,701
--------------------------------------------------------------------------------

Cash and cash equivalents at end of period         $      10,148  $       9,317
--------------------------------------------------------------------------------


              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 Three Months Ended March 31,                   2010           2009
--------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest           $       7,863  $           -

Noncash investing and financing activities:
Stock issued in payment of notes payable
  and accrued interest                                         -  $     110,000
Accounts payable settled on behalf of the
  Company for issuance of short term advances             51,220              -










              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,  2009.  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 months ended March 31, 2010, are
not  necessarily  indicative  of the results that may be expected for the twelve
months ending December 31, 2010.

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  ("AfterBev"),  a  majority controlled entity. At March 31,
2010, 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.

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  $111,114  for  the  three  months  ended March 31, 2010 and 2009,
respectively.

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 are re-measured each quarter.


                                       7
<PAGE>

Loss  Per  Share  -  Basic  loss  per  share  is calculated by dividing net 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 974,512,842 and 64,863,976
in  potentially issuable common shares at March 31, 2010 and 2009, 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

In  January  2009, the Securities and Exchange Commission ("SEC") issued Release
No.  33-9002,  "Interactive Data to Improve Financial Reporting." The final rule
requires companies to provide their financial statements and financial statement
schedules  to the SEC and on their corporate websites in interactive data format
using  the eXtensible Business Reporting Language ("XBRL"). The rule was adopted
by  the  SEC  to  improve the ability of financial statement users to access and
analyze  financial  data.  The  SEC  adopted a phase-in schedule indicating when
registrants must furnish interactive data. Under this schedule, the Company will
be  required  to  submit filings with financial statement information using XBRL
commencing with its June 30, 2011, quarterly report on Form 10-Q. The Company is
currently  evaluating  the  impact  of XBRL reporting on its financial reporting
process.

In  January  2010,  the  Financial  Accounting  Standards  Board ("FASB") issued
guidance which clarifies and provides additional disclosure requirements related
to  recurring and non-recurring fair value measurements. The Company implemented
these  new  requirements in the first quarter of fiscal 2010. Certain additional
disclosures  about  purchases,  sales,  issuances  and  settlements  in the roll
forward  of  activity  in  Level  3  fair value measures are not effective until
fiscal  years beginning after December 15, 2010. Other than requiring additional
disclosures, implementation of this new guidance will not have a material impact
on the Company's 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 $922,297 and $2,249,557 for the three
months  ended  March  31, 2010 and 2009, respectively. As of March 31, 2010, the
Company had an accumulated deficit of $40,062,365. In addition, the Company used
cash  in  its operations in the amount of $205,518 and $288,288 during the three
months  ended  March  31,  2010 and 2009, respectively. The Company has borrowed
funds  in the form of short-term advances, notes, and convertible debentures. In
2009  the  Company  assumed  a  total of $890,000 in the form of four short-term
promissory notes. As of March 31, 2010 the balance of the loans totaled $755,000
and  all  four  notes  were  in  default.  (See  Note  7) These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

In view of the matters described in the preceding paragraph, recoverability of a
major   portion  of  the  recorded  asset  amounts  shown  in  the  accompanying
consolidated  balance  sheets  is  dependent  upon  continued  operations of the
Company,  which  in  turn  is  dependent  upon the Company's ability to meet its
financing  requirements  on  a  continuing basis, to maintain or replace present
financing,  to  acquire additional capital from investors, and to succeed in its
future  operations.  The  financial  statements  do  not include any adjustments
relating  to  the recoverability and classification of recorded asset amounts or
amounts  and  classification  of  liabilities that might be necessary should the
Company  be unable to continue in existence. The Company feels that its beverage
business  has  the  potential  to have a substantial impact on its business. The
Company  plans  to focus on the beverage business and the contract manufacturing
business. For the beverage business, the Company plans to sell existing products
and  develop new products under the license agreement with Playboy to a globally
expanding  market. With regard to contract manufacturing, the Company goal is to
provide  customers  with  manufacturing  solutions  for both new and more mature
products, as well as across product generations.


                                       8
<PAGE>

The Company currently provides product marketing services to the direct response
and  retail  markets  for  both  proprietary  and non-proprietary products. This
segment  provides campaign management and marketing services for both the Direct
Response,  Retail  and  Beverage  Distribution  markets.  The Company intends to
continue  to  provide  marketing  and  media services to support its own product
efforts,  and  offer  to  customers  marketing  service  in  channels  involving
television, radio, print media, and the internet.

With  respect  to electronics assembly and manufacturing, the Company intends to
continue  to serve these industries, although it anticipates that its focus will
shift more to providing services on a sub-contract basis.

NOTE 3 - INVENTORY

Inventory consisted of the following:

                                                     March 31,     December 31,
                                                       2010            2009
--------------------------------------------------------------------------------
 Raw Materials                                     $   1,691,164  $   1,638,256
 Work in Process                                         139,947        313,302
 Finished Goods                                          730,261        967,550
 Allowance / Reserve                                  (2,001,052)    (2,045,458)
--------------------------------------------------------------------------------
      Totals                                       $     560,320  $     873,650
================================================================================


NOTE 4 - INTELLECTUAL PROPERTY

Intellectual property and estimated service lives consisted of the following:

                                                                     Estimated
                                      March 31,     December 31,   Service Lives
                                        2010            2009         in Years
--------------------------------------------------------------------------------
Infomercial development costs       $      61,445  $      61,445            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      $   2,778,749  $   2,778,749


   Less accumulated amortization       (1,619,504)    (1,508,391)
--------------------------------------------------------------------------------

   Intellectual property, net       $   1,159,245  $   1,270,358
--------------------------------------------------------------------------------



                                       9
<PAGE>

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

Year Ending December 31,
--------------------------------------------------------------------------------
            2010                                                  $     351,636
            2011                                                        356,783
            2012                                                        254,916
            2013                                                        142,063
            2014                                                         32,418
          Thereafter                                                     21,429
--------------------------------------------------------------------------------
          Total                                                   $   1,159,245
--------------------------------------------------------------------------------

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
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  have  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 $531,448 and $147,189 in
royalty expenses due to PlayBev during the three months ended March 31, 2010 and
2009, respectively.



                                       10
<PAGE>

The  Company also agreed to provide services to PlayBev for initial development,
marketing,  and  promotion  of  the  new  beverage. These services are 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.  The  Company  has  advanced  amounts  beyond $3,000,000 in order to
continue  the market momentum internationally. 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 $399,767 and $371,133 for the three
months ending March 31, 2010 and 2009, respectively, which have been included in
revenues for our marketing and media segment. As of March 31, 2010, the interest
accrued  on  the balance owing from PlayBev totaled $765,016. The net amount due
the  Company  from PlayBev for marketing and development services, after netting
the royalty owed to PlayBev, totaled $6,874,159 at March 31, 2010.

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. The Company recognized net revenues from GMA related products and
services in the amount of $490,435 and $616,185 for the three months ended March
31, 2010 and 2009, respectively.

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 March 31,
2010, the Company owed $24,571 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 and 2009,
Mr.  Nora  earned no compensation under this arrangement, and at March 31, 2010,
the Company did not owe him any amounts under the arrangement.

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. Accordingly, he purchased from CirTran 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, Mr. Nora
had  sold  or  transferred  23  percent  to unrelated investors and retained the
remaining 1 percent interest in AfterBev's profits and losses. In turn, Mr. Nora
loaned $834,393 to the Company in the form of unsecured advances. Of the amounts
loaned,  $600,000  was used to purchase a 6 percent interest in PlayBev directly
which  resulted  in  a  reduction  of $600,000 of amounts owed by PlayBev to the
Company.  During  2009,  Mr. Nora 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  March  31,  2010  Mr.  Nora  loaned the Company a total of
$71,720.  Mr.  Nora  received  cash  payments  totaling $65,000 from the Company
during  the three months ended March 31, 2010. As of March 31, 2010, the Company
still owed Mr. Nora $71,439 in the form of short-term advances.


                                       11
<PAGE>

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
March  31,  2010,  the  Company  showed  the  balance  of $225,000 as an accrued
liability on the balance sheet.

In 2007, the Company issued a 10 percent notes payable to a family member of the
Company president in exchange for $300,000. The note was due on demand after May
2008.  During  the  years  ended  December 31, 2009 and 2008, the Company repaid
principal  and  interest  totaling  $22,434 and $8,444, respectively. During the
three  months  ended  March  31,  2010 the Company repaid principal and interest
totaling  $10,500. At March 31, 2010, the principal amount owing on the note was
$205,077.  On  March  31,  2008,  the Company issued to this same family member,
along with four other Company shareholders, notes payable 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  2009,  the  Company paid $52,000 towards the outstanding notes, of which
$10,000  was  paid  in  principal  to the family member. During the three months
ended March 31, 2010 the Company paid $31,500 towards the outstanding notes. The
principal  balance  owing  on  the  notes  payable as of March 31, 2010, totaled
$72,915.

During  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.
As of March 31, 2010, the Company owed the Company president a total of $325,300
in unsecured advances, and $136,827 in accrued options.

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 March 31, 2010, the Company showed the balance
of $150,000 as an accrued liability on the balance sheet.

On  March  5, 2010 the Company entered into a Separation Agreement ("Agreement")
with  Shaher  Hawatmeh.  As  of  the  date  of the "Agreement" Shaher Hawatmeh's
employment  with  the  Company  was  terminated and he no longer has any further
employment  obligations  with  the Company. In consideration of his execution of
this  "Agreement"  the  Company  will  pay Shaher Hawatmeh's "Separation Pay" of
$210,000  in  twenty-six bi-weekly payments. The first payment of the Separation
Pay  was to begin on March 19, 2010. On April 2, 2010 the Company made the first
payment to Shaher Hawatmeh. Additional terms of the separation agreement include
payment  of  all amounts necessary to cover health and medial premiums on behalf
of  Shaher  Hawatmeh,  his  spouse  and  dependents  through April 20, 2010, all
outstanding  car  allowances and expense ($750) due and owing as of February 28,
2010, satisfaction and payment by the Company (with a complete release of Shaher
Hawatmeh)  of  all  outstanding  amounts  due and owing on the Company Corporate
American  Express  Card  (issued  in  the  name  of Shaher) and the issuance and
delivery  to Shaher Hawatmeh of ten million (10,000,000) shares of the Company's
common  stock  within a reasonable time following authorization by the Company's
shareholders  of sufficient shares to cover such issuance. The fair market value
of  the  shares aggregated to $50,000 as of March 5, 2010 based on the $.005 per
share  value  as of the effective date of the separation agreement, and has been
included  in  accrued  liabilities  as  of  March  31,  2010. The total value of
$260,000 was recorded as a related party separation expense.

In  an  effort  to operate more efficiently and focus resources on higher margin
areas,  on  March  5,  2010,  the Company entered into certain agreements with a
related  party,  Katana  Electronics,  LLC,  a  Utah  limited  liability company
("Katana").  The  Agreements  include an Assignment and Assumption Agreement, an
Equipment  Lease,  and  a Sublease Agreement relating to the Company's property.
Pursuant  to  the  terms  of  the  Sublease, the Company will sublease a certain
portion  of  the Premises to Katana consisting of the warehouse and office space
used  as  of the close of business on March 4, 2010. The term of the Sublease is
for  two (2) months with automatic renewal periods of one month each, subject to
land  lord  authorization. The base rent under the Sublease is $8,500 per month.
The  Sublease  contains  normal  and customary use restrictions, indemnification
rights  and  obligations,  default  provisions  and  termination  rights.  Under
Agreements signed, the Company continues to have rights to operate as a contract
manufacturer in the future in the US and off-shore.


                                       12
<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Litigation  and Claims - Various vendors and service providers have notified the
Company  that  they  believe  they  have  claims  against  the  Company totaling
approximately $1,500,000.

Advanced   Beauty   Solutions,   LLC,   v.   CirTran   Corporation,   Case   No.
1:08-ap-01363-6M.  In  connection  with prior litigation between Advanced Beauty
Solutions  ("ABS")  and  the Company, ABS claimed non-performance by the Company
and  filed  an  adversary  proceeding in ABS's bankruptcy case proceeding in the
United  States  Bankruptcy  Court,  Central District of California, San Fernando
Valley  Division.  On  March  17, 2009, the Bankruptcy Court entered judgment in
favor  of ABS and against the Company in the amount of $1,811,667 plus interest.
On  September  11, 2009, the Bankruptcy Court denied the Company's motion to set
aside  the  judgment. As of the date of this report, ABS was pursuing collection
efforts on this judgment. The Company is in negotiations to settle the judgement
for  a  lesser  amount.  The  Company  does  not expect the settlement to exceed
$500,000.

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 case is presently in the
discovery  phase.  An  order  requiring  CirTran  Beverage  to  produce  certain
documents  and  information  was  entered  on  or  about  February 19, 2010. The
plaintiff  says  that  CirTran  Beverage did not comply with the order and seeks
entry  of judgment for the amount claimed in the complaint. CirTran Beverage and
Fortune  Resources  engaged  in  settlement  negotiations,  and  on May 3, 2010,
pursuant to which Fortune Resources agreed to dismiss the suit upon receipt from
CirTran of $50,000.

Old  Dominion  Freight  Line  v. CirTran Corporation, Civil No. 090426290, Third
Judicial  District  Court,  Salt Lake County, State of Utah. On May 5, 2010, the
Court entered an Order in Supplemental Proceedings in connection with a judgment
in favor of Old Dominion and against CirTran in the amount of $33,187.

The Company has accrued for approximately $583,000 in total for claims that the
it considers probable to be paid.  The accrued amounts are recorded in accounts
payable, accrued liabilities and notes payable.

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.



                                       13
<PAGE>

Previously,  YA Global has 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. 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).

Forbearance  Agreement - 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.

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. As of March 31, 2010,
the  Company  was  not in compliance with the forbearance agreement. The Company
and  YA  Global  are  in  the  process  of  amending  the Forbearance Agreement.
Subsequent  to  March  31,  2010, the Company has made a "good faith" payment of
$25,000 as part of the amendment process.

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.

Authorized  Capital  - 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 non-issued
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.


                                       14
<PAGE>

Employment  Agreements  -  On  August  1, 2009, we entered into a new employment
agreement with Mr. Hawatmeh, our President. The term of the employment agreement
continues  until  August  31, 2014, and automatically extends for successive one
year  periods,  with an annual base salary of $345,000. The employment agreement
also grants to Mr. Hawatmeh options to purchase a minimum of 6,000,000 shares of
the  Company's stock each year, with the exercise price of the options being the
market  price of the Company's common stock as of the grant date. The Employment
Agreement   also  provides  for  health  insurance  coverage,  cell  phone,  car
allowance, life insurance, and director and officer liability insurance, as well
as  any  other  bonus  approved  by the Board. The employment agreement includes
additional  incentive  compensation  as  follows:  a  quarterly bonus equal to 5
percent  of  the  Company's  earnings  before  interest, taxes, depreciation and
amortization  for  the applicable quarter; bonus(es) equal to 1.0 percent of the
net  purchase  price  of  any  acquisitions  completed  by  the Company that are
directly  generated  and  arranged  by  Mr.  Hawatmeh;  an annual bonus (payable
quarterly)  equal to 1 percent of the gross sales, net of returns and allowances
of  all  beverage products of the Company and its affiliates for the most recent
fiscal  year;  and  6,000,000  company  stock  options  at the beginning of each
calendar  year.  No employee stock options have been granted to Mr. Hawatmeh for
2008,  2009  and  2010.  As  a  result,  the Company has yet to grant a total of
18,000,000 company stock options to Mr. Hawatmeh. The fair market value of these
stock  options  have been accrued. During the three months ending March 31, 2010
the Company incurred $42,581 of non-cash compensation expense related to accrual
for  employee  stock  options to be awarded per the employment contract with the
president of the Company.

Pursuant   to  the  employment  agreement,  Mr.  Hawatmeh's  employment  may  be
terminated for cause, or upon death or disability, in which event the Company is
required  to  pay Mr. Hawatmeh any unpaid base salary and unpaid earned bonuses.
In  the  event  that  Mr.  Hawatmeh  is terminated without cause, the Company is
required  to  pay  to  Mr.  Hawatmeh  (i) within thirty (30) days following such
termination,  any  benefit,  incentive  or equity plan, program or practice (the
"Accrued  Obligations")  paid  when  the  bonus would have been paid Employee if
employed;  (ii)  within  thirty  (30) days following such termination (or on the
earliest  later date as may be required by Internal Revenue Code Section 409A to
the  extent  applicable),  a  lump  sum equal to thirty (30) month's annual base
salary,  (iii)  bonus(es)  owing under the employment agreement for the two year
period  after  the  date of termination (net of an bonus amounts paid as Accrued
Obligations)  based  on  actual  results  for the applicable quarters and fiscal
years;  and (iv) within twelve (12) months following such termination (or on the
earliest  later date as may be required by Internal Revenue Code Section 409A to
the  extent  applicable),  a  lump  sum equal to thirty (30) month's Annual Base
Salary;  provided  that if Employee is terminated without cause in contemplation
of,  or  within one (1) year, after a change in control, then two (2) times such
annual base salary and bonus payment amounts.

NOTE 7 - NOTES PAYABLE

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
$57,640  and  $57,640  was accreted during the three months ended March 31, 2010
and  2009,  respectively. A total of $488,015 has been accreted against the note
as  of  March  31,  2010.  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 March 31, 2010, the balance of the note was $488,015.
The fair value of the derivative liability stemming from the associated warrants
as of March 31, 2010, was $234,507.


                                       15
<PAGE>

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  March  31,  2010, was $75,000. The note renews
monthly.

During  2009,  the  Company entered into a settlement agreement in the amount of
$100,000  to  be paid in ten $10,000 monthly payments which the Company recorded
as  a  note  payable. As of March 31, 2010, the Company owed $50,000 on the note
payable.

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.  Because  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.  During  the  three months ended March 31, 2010, the Company paid $10,000
against one of the loans. As of March 31, 2010, the balance of the loans totaled
$755,000. As of March 31, 2010, all four notes were 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 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.  On  August  11, 2009, the Company and YA Globa,l an
assignee   of  Highgate,  entered  into  a  forbearance  agreement  and  related
agreements.  The  Company  agreed  to  repay the Company's obligations under the
Debentures per an agreed schedule.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our 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 day. Interest accrued during
the  three months ending March 31, 2010, totaled $18,349. The balance of accrued
interest owed at March 31, 2010, was $73,332.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults under the Debenture, and/or converting the Debenture
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 of the Forbearance Agreement. Nothing contained in the
Forbearance  Agreement constitutes a waiver by YA Global of any default or event
of  default,  whether  existing  at  the  time  of  the Forbearance Agreement or
thereafter  arising,  and/or  its  right to convert the Debenture into shares of
Common  Stock.  The  Forbearance  Agreement  only constitutes an agreement by YA
Global  to  forbear from enforcing its rights and remedies and/or converting the
Debenture  into  shares  of  common  stock  of  the  Company  upon the terms and
conditions  set  forth  in  the  agreement. The Company and YA Global are in the
process  of  amending  the  Forbearance  Agreement. The Company has made a "good
faith" payment of $25,000 as part of the amendment process (see Note 6).

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.



                                       16
<PAGE>

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  principle  into  a  total of
36,085,960  shares  of  common  stock. The carrying value of the Debenture as of
March 31, 2010 was $620,136. The fair value of the derivative liability stemming
from  the debenture's conversion feature was determined to be $0 as of March 31,
2010.

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. The Company agreed to
repay the Company's obligations under the Debentures per an agreed schedule.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our 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 day. Interest accrued during
the  three months ending March 31, 2010, totaled $44,384. The balance of accrued
interest owed at March 31, 2010, was $216,496.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under the December Debenture, and/or converting the
December  Debenture 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 of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to convert the December
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies and/or converting the December Debenture into shares of common stock of
the  Company  upon  the  terms  and  conditions  set forth in the agreement. The
Company  and YA Global are in the process of amending the Forbearance Agreement.
The  Company has made a "good faith" payment of $25,000 as part of the amendment
process (see Note 6).

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-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 value of the December
Debenture reached $1,500,000.

In  connection  with  the  issuance of the December Debenture, fees of $130,000,
withheld  from the proceeds, were capitalized and amortized over the life of the
December Debenture. The fees were fully amortized as of December 31, 2009.

As  of March 31, 2010, YA Global had not converted any of the December Debenture
into  shares  of  the Company's common stock. As a result, the carrying value of
the  debenture  as of March 31, 2010, remained $1,500,000. The fair value of the
derivative  liability  stemming from the December Debenture's conversion feature
as of March 31, 2010, was determined to be $0.



                                       17
<PAGE>

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").

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  The  Company  may,  at its option, elect to pay
accrued  interest  in  cash  or  shares of our 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 day. Interest accrued during
the  three months ending March 31, 2010, totaled $30,809. The balance of accrued
interest owed at March 31, 2010, was $432,808.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under  the  August Debenture, and/or converting the
August Debenture 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 of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to  convert  the August
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies  and/or  converting the August Debenture into shares of common stock of
the  Company  upon  the  terms  and  conditions  set forth in the agreement. The
Company  and YA Global are in the process of amending the Forbearance Agreement.
The  Company has made a "good faith" payment of $25,000 as part of the amendment
process (see Note 6).

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  our common stock. The Warrants have an exercise price of
$0.06  per  share,  and  originally  were to expire three years from the date of
issuance. In connection with the Forbearance Agreement, the term of the warrants
was extended to August 23, 2010. 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.

In  connection  with  the  issuance  of  the  August Debenture, the Company 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.

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. 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.

YA Global chose to convert $117,622 of the convertible debenture into 72,710,337
shares  of common stock during the year ended December 31, 2009. As of March 31,
2010,  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 $250 as of March 31, 2010.

In  connection  with  the  issuance  of  the August Debenture, fees of $135,000,
withheld  from the proceeds, were capitalized and amortized over the life of the
August Debenture. The fees were fully amortized as of December 31, 2009.


                                       18
<PAGE>

NOTE 9 - FAIR VALUE MEASUREMENTS

For asset and liabilities measured at fair value, the Company uses the following
hierarchy of inputs:

      o     Level  one  --  Quoted market prices in active markets for identical
            assets or liabilities;

      o     Level  two  --  Inputs  other  than level one inputs that are either
            directly or indirectly observable; and

      o     Level  three  --  Unobservable  inputs developed using estimates and
            assumptions, which are developed by the reporting entity and reflect
            those assumptions that a market participant would use.

Liabilities  measured  at  fair value on a recurring basis at March 31, 2010 are
summarized as follows:

                                   Level 1     Level 2     Level 3       Total
                                  ----------  ----------  -----------  ---------

   Fair value of derivatives      $       -   $ 275,992   $        -   $ 275,992

Liabilities measured at fair value on a recurring basis at December 31, 2009 are
summarized as follows:

                                   Level 1     Level 2     Level 3       Total
                                  ----------  ----------  -----------  ---------

   Fair value of derivatives      $       -   $ 523,349   $        -   $ 523,349

As  further  described in Note 1, the fair value of the derivative liability was
determined using the Black-Scholes option pricing model.

NOTE 10 - ROYALTY OBLIGATION TO ABS CREDITORS

Under  the  June  2006  agreement  with ABS, which is a part of ABS's bankruptcy
proceedings,  the  Company has an obligation to pay a royalty equal to $3.00 per
TCP  flat  iron  unit  sold  by the Company. The maximum amount of royalties the
Company must pay is $4,135,000. Regardless of sales, however, the Company agreed
to pay at least $435,000 by June 2008, and included that amount in the Company's
long-term  obligations.  The  Company is in default on this agreement. Under the
terms  of  the  bankruptcy court-approved agreement, royalties are to be paid to
various  ABS creditors in a specified order and in specified amounts. Only after
the  Company  pays  the  total  $435,000 to other creditors can it then begin to
share  pro  rata  in  part  of  the royalties owed by offsetting amounts owed to
reduce  its  long-term  receivable. As of March 31, 2010, the Company has made a
total  of $331,388 on the long-term note payable. As of March 31, 2010, the note
balance totaled $103,612.

NOTE 11 - STOCKHOLDERS' EQUITY

During  the  three months ended March 31, 2010, the Company did not issue shares
of common stock.

NOTE 12 - STOCK OPTIONS AND WARRANTS

Stock  Option  Plans  -  As  of  March  31, 2010, options to purchase a total of
59,200,000  shares  of  common  stock had been issued from the 2006 Stock Option
Plan,  out of which a maximum of 60,000,000 can be issued. As of March 31, 2010,
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.


                                       19
<PAGE>

Employee  Options  -  During the three months ended March 31, 2010 and 2009, the
Company did not grant options to purchase shares of common stock to employees.

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 granted in the
past 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.  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. During the three
months  ending March 31, 2010 the Company accrued for 6,000,000 employee options
relating  to  the  employment contract of the Company president. The fair market
value   of   the   options  accrued  aggregated  $42,581,  using  the  following
assumptions:  5  year  term, volatility of 148.71 percent and a discount rate of
2.65 percent.

A summary of the stock option activity under the Plans as of March 31, 2010, and
changes during the three months then ended is presented below:

                                                     Weighted-
                                      Weighted-       Average
                                       Average       Remaining      Aggregate
                                      Exercise      Contractual     Intrinsic
                       Shares          Price           Life           Value
--------------------------------------------------------------------------------
Outstanding at
  December 31, 2009     53,160,000  $       0.014           2.48  $           -
================================================================================
  Granted                        -  $       0.000
  Exercised                      -  $       0.000
  Expired                        -  $       0.000
Outstanding at
  March 31, 2010        53,160,000  $       0.014           2.23  $           -
================================================================================
Exercisable at
  March 31, 2010        51,960,000  $       0.014           2.25  $           -
================================================================================

As  of March 31, 2010, vested options totaled 51,960,000, leaving 1,200,000 that
have  yet  to  completely  vest. As a result, as of March 31, 2010, unrecognized
compensation  costs  related  to options outstanding that have not yet vested at
year-end that would be recognized in subsequent periods totaled $5,978.


                                       20
<PAGE>

Warrants  -  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 1:1.20 forward stock
split  that occurred in 2007, there were warrants outstanding at March 31, 2010,
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.

The  Corporation  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 13 - SEGMENT INFORMATION

Segment  information has been prepared in accordance with ASC 280-10, Disclosure
about  Segments  of  an Enterprise and Related 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 March 31, 2010
Sales to external customers         $     170,444  $       1,045  $      891,415  $    1,120,934  $    2,183,838
Segment income (loss)                    (414,849)       (64,948)       (481,061)         38,561        (922,297)
Segment assets                          2,954,277      1,185,025       8,607,013         291,545      13,037,860
Depreciation and amortization              93,733         64,447           5,841               -         164,021


Three months ended March 31, 2009
Sales to external customers         $     488,172  $     175,148  $      987,220  $      271,842  $    1,922,382
Segment income (loss)                  (1,915,652)       (83,084)       (277,281)         26,460      (2,249,557)
Segment assets                          2,056,422      7,051,690       4,254,571         126,745      13,489,428
Depreciation and amortization              96,152         64,551           5,841               -         166,544
</TABLE>

NOTE 14 - GEOGRAPHIC INFORMATION

The  Company currently maintains $408,844 of capitalized tooling costs in China.
All  other revenue-producing assets are located in the United States of America.
Revenues  are  attributed  to  the geographic areas based on the location of the
customers purchasing the products.


                                       21
<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, 2009.

Overview

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 market and manufacture an
energy  drink  under  the  Playboy  brand  pursuant  to a license agreement with
Playboy  Enterprises,  Inc. We also 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.

We  conduct  business  through our subsidiaries and divisions: CirTran Beverage,
CirTran  USA,  CirTran  Asia, CirTran Products, CirTran Media Group, and CirTran
Online. 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.  We also anticipate including
flavored  water beverages and related merchandise in the future. In addition, 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 March 31, 2010 and 2009, under this arrangement accounted
for  18  and  19  percent  of  total  sales, respectively. Sales of energy drink
beverages  during the three months ended March 31, 2010 and 2009, amounted to 51
percent  and  14  percent of total sales, respectively. We also recorded product
distribution  royalty  revenue  of $23,310 and $0 for the three and three months
ended  March  31,  2010 and 2009, respectively, relating to international energy
drink beverage arrangements.

CirTran  USA  accounted  for  eight percent and 25 percent of our total revenues
during  the  three  months ended March 31, 2010 and 2009, respectively. 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. In an
effort  to  operate more efficiently and focus resources on higher margin areas,
on  March  5,  2010,  the  Company  and  Katana Electronics, LLC, a Utah limited
liability  company  ("Katana")  entered  into  certain  agreements to reduce the
Company's  costs  (discussed  more  fully  in Note 5). The Agreements include an
Assignment  and  Assumption  Agreement,  an  Equipment  Lease,  and  a  Sublease
Agreement  relating  to  the  Company's  property.  Pursuant to the terms of the
Sublease,  the Company will sublease a certain portion of the Premises to Katana
consisting of the warehouse and office space used as of the close of business on
March  4,  2010.  The  term of the Sublease is for two (2) months with automatic
renewal  periods  of  one month each. The base rent under the Sublease is $8,500
per  month.  The  Sublease  contains  normal  and  customary  use  restrictions,
indemnification  rights  and  obligations,  default  provisions  and termination
rights. Under Agreements signed, the Company continues to have rights to operate
as a contract manufacturer in the future in the US and off-shore.

Through  CirTran  Asia,  we  manufacture  and  distribute  electronics, consumer
products  and general merchandise to companies selling in international markets.
Sales  were zero and eight percent of our total revenues during the three months
ended March 31, 2010 and 2009, 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 zero and two percent of total sales for
the three months ended March 31, 2010 and 2009.

CirTran   Media   provides  end-to-end  services  to  the  direct  response  and
entertainment  industries. Revenues for CirTran Media were zero percent of total
sales for both the three months ended March 31, 2010 and 2009, 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 23 and 32 percent of total revenues during the three months
ending March 31, 2010 and 2009, respectively.


                                       22
<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. 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 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 months ended March 31, 2010 and 2009

Sales and Cost of Sales

Net  sales increased to $2,183,838 for the three months ended March 31, 2010, as
compared  to  $1,922,382  for  the  three months ended March 31, 2009, driven by
continued  international  growth  in  the  beverage distribution segment. In our
Beverage  Distribution segment, we continue to expand distribution channels both
domestically  and  internationally  for  our Playboy Energy Drink beverages. The
increases in the beverage distribution segment were offset by sales decreases in
the  core  electronics  and  online  channels,  a result of the current economic
conditions  and  our  current  corporate  focus  our  resources  in the beverage
distribution segment.

Cost of sales, as a percentage of sales, increased to 94 percent from 81 percent
for the three months ended March 31, 2010, as compared to the three months ended
March 31, 2009, respectively. Consequently, the gross profit margin decreased to
6  percent  from 19 percent, for the three months ended March 31, 2010 and 2009.
The decrease in gross profit margin was attributable to the significant shift in
the  sales  mix  of products and services experienced during 2010 as compared to
2009  and  increases in product royalty expenses, which are included in the cost
of sales. Product sales and services in the CirTran Online channel are primarily
governed  by  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 important
factor  driving  the  decrease  in  gross margin percentage is the nature of our
manufacturing  and  distribution  agreement  with  PlayBev.  Presently,  CirTran
Beverage  invoices  PlayBev  for beverage development and marketing services, on
what amounts to five percent markup basis. In addition, CirTran Beverage records
products  sales  and  costs  on  sales  made  directly  to  distributors and end
customer,  which  sales  provide  a  more  favorable  gross  profit  margin.  We
anticipate  that  gross profit margins for CirTran Beverage will increase in the
future  as we increase our distribution of the Playboy energy drink beverages to
both domestic and international markets.

The  following  chart  presents  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 three months ended March 31, 2010 and 2009.


                                       23
<PAGE>

--------------------------------------------------------------------------------
                                               Cost of      Royalty  Gross Loss
     Segment         Year         Sales         Sales       Expense  / Margin
--------------------------------------------------------------------------------
Electronics          2010      $  170,444    $   198,340  $       -  $  (27,896)
Assembly            ------------------------------------------------------------
                     2009         488,172        291,941          -     196,231
--------------------------------------------------------------------------------
Contract             2010           1,045        (11,608)         -      12,653
Manufacturing       ------------------------------------------------------------
                     2009         175,148         75,941          -      99,207
--------------------------------------------------------------------------------
Marketing /          2010         891,415        844,425          -      46,990
 Media              ------------------------------------------------------------
                     2009         987,220        940,721          -      46,499
--------------------------------------------------------------------------------
Beverage             2010       1,120,934        497,555    531,448      91,931
Distribution        ------------------------------------------------------------
                     2009         271,842         94,854    147,189      29,799
--------------------------------------------------------------------------------

Selling, General and Administrative Expenses

During   the   three   months   ended  March  31,  2010,  selling,  general  and
administrative expenses decreased $359,374 as compared to the same period during
2009.  The  decrease  was  the  result  of  a  slowing  of advertising and media
promotion  spending  during the three months ended March 31, 2010, together with
the reduced costs in our contract manufacturing and legacy electronics segments.
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. We continue
to reposition our business structure to take advantage of our core strengths.

Non-cash compensation expense

Compensation  expense  in  connection  with  granting  options  to  employees to
purchase  common stock was $43,577 for the three months ended March 31, 2010, as
compared  to  $996 for the three months ended March 31, 2009, as a result of the
6,000,000   options  accrued  for  our  Company  President  per  his  employment
agreement.

Other income and expense

Interest  expense recorded in the Consolidated Statements of Operations combines
both  accretion  expense and interest expense. The combined interest expense for
the  three months ended March 31, 2010, was $248,600 as compared to $326,566 for
the three months ended March 31, 2009, a decrease of 24 percent. The decrease in
the  combined  interest expense was driven by the reduction in accretion expense
recorded  for  the  three  months  ended March 31, 2010. Actual interest expense
increased  to $190,960 for the three months ended March 31, 2010, as compared to
the  interest  expense  of $149,035 for the three months ended March 31, 2009, a
direct result of the increase of short-term advances payable and notes payable.

We  began  accruing interest income during 2008 as a result of a modification of
our  agreement  with PlayBev that took effect on March 19, 2008. Interest income
for  the  three months ended March 31, 2010, decreased to $29,185 as compared to
interest income of $124,590 for the three months ended March 31, 2009.

On  March  5,  2010,  we  entered into a Separation Agreement ("Agreement") with
Shaher  Hawatmeh.  As of the date of the Agreement, Shaher Hawatmeh's employment
with  the  Company  was  terminated  and he no longer has any further employment
obligations  with  the  Company.  In  consideration  of  his  execution  of this
Agreement,  we  agreed  to pay Shaher Hawatmeh's "Separation Pay" of $210,000 in
twenty-six  bi-weekly  payments.  The first payment of the Separation Pay was to
begin  on  March 19, 2010. We made the first payment to Shaher Hawatmeh on April
2,  2010.  Additional  terms  of the separation agreement include payment of all
amounts  necessary  to  cover  health  and  medial  premiums on behalf of Shaher
Hawatmeh,  his spouse and dependents through April 20, 2010, all outstanding car
allowances   and  expense  ($750)  due  and  owing  as  of  February  28,  2010,
satisfaction  and  payment  by  the  Company  (with a complete release of Shaher
Hawatmeh)  of  all  outstanding  amounts  due and owing on the Company Corporate
American  Express  Card  (issued  in  the  name  of Shaher) and the issuance and
delivery  to Shaher Hawatmeh of ten million (10,000,000) shares of the Company's
common  stock  within a reasonable time following authorization by the Company's
shareholders  of  sufficient  shares  to cover such issuance. We accrued $50,000
during  the  three  months  ended March 31, 2010 as the fair market value of the
common  stock  shares  as of the date of the Separation Agreement. In connection
with the Separation Agreement, we recorded $210,000 of settlement expense during
the three months ended March 31, 2010.


                                       24
<PAGE>

As  a result, we recorded a loss of $922,297 during the three months ended March
31, 2010, as compared to a net loss for the three months ended March 31, 2009 of
$2,249,557.

Liquidity and Capital Resources

We  have  had  a  history  of  losses from operations, as our expenses have been
greater  than our revenues. Our accumulated deficit was $40,062,365 at March 31,
2010,  and  $39,140,068  at  March 31, 2009. Net loss for the three months ended
March  31,  2010,  was  $922,297  as compared to $2,249,557 for the three months
ended  March  31,  2009.  Our current liabilities exceeded our current assets by
$16,511,042  as  of March 31, 2010, and by $14,864,374 as of March 31, 2009. For
the  three  months  ended  March 31, 2010 and 2009, we experienced negative cash
flows from operating activities of $205,518 and $288,288, respectively.

Cash

The  amount  of  cash used in operating activities during the three months ended
March 31, 2010 decreased by $82,770, as compared to the three months ended March
31,  2009,  driven  primarily  by  decreases  in  Accounts  Payable and customer
deposits.

Accounts Receivable

Trade  accounts  receivable,  net  of allowance for doubtful accounts, increased
$46,536  during  the  three  months ended March 31, 2010. We continue to monitor
individual  customer  accounts  and  are working to improve collections on trade
accounts receivable.

During  2007,  we agreed to provide services to PlayBev for initial development,
marketing,  and promotion of the Playboy-labeled energy beverages. We bill these
services  to  PlayBev  and  record  the  amount  as  an  account receivable. The
receivable,  recorded  as  a  receivable  due  from  related party, decreased by
$81,658  during  the three months ended March 31, 2010 to a total of $6,874,159,
of  which $33,076 is considered current. As per our arrangement with PlayBev, we
anticipate  that  PlayBev  will  repay  the  receivable by netting out royalties
PlayBev  earns  from  beverage  distribution  sales, and which royalties we have
agreed  to  pay PlayBev out of anticipated beverage distribution sales. In March
2008,  we  began  accruing  interest  on  the  amount due from PlayBev. Interest
accrued  on the PlayBev accounts receivable balance totaled $765,016 as of March
31, 2010.

Accounts payable and accrued liabilities

During  the  three  months  ended  March  31,  2010,  accounts  payable, accrued
liabilities  and  short-term  debt  increased  $717,578 to a combined balance of
$10,616,921  as  of  March  31,  2010.  The  increase was driven primarily by an
increase of $144,200 of short-term advances and $720,698 of accrued liabilities,
offset  by  a  decrease  in  accounts  payable  of  $210,169. The balance of the
increase was the result of accrued interest expense.

Liquidity and financing arrangements

We  have  a history of substantial losses from operations, as well of history of
using rather than providing cash in operations. We had an accumulated deficit of
$40,062,365,  along  with  a total stockholders' deficit of $6,881,483, at March
31,  2010.  In  addition,  we  have  used,  rather  than  provided,  cash in our
operations  for  the three months ended March 31, 2010 and 2009, of $205,518 and
$288,288,  respectively.  During  the  three  months  ended  March 31, 2010, our
monthly operating costs and interest expense averaged approximately $423,000 per
month.

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. Even if
we  did  acquire additional debt, we would be required to devote additional cash
flow  to  servicing  the debt and securing the debt with assets. 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 debt and/or equity, this will dilute the value
of our common stock and existing shareholders' positions.


                                       25
<PAGE>

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  House  Funds,  Ltd  ("Highgate"),  a  fund launched by Cornell Capital
Partners,  to  issue  a $3,750,000, 5 percent Secured Convertible Debenture (the
"Debenture").  The Debenture was originally due December 2007, and is secured by
all  of  our  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.  On  August  11,  2009,  we  entered  into a forbearance agreement (the
"Forbearance  Agreement")  with  YA  Global  Investment  L.P.  ("YA Global"), an
assignee  of  Highgate.  We agreed to repay our obligations under the Debentures
per an agreed schedule.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  our  option, elect to pay accrued
interest  in cash or shares of our 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 our common stock during the ten trading days
prior  to the payment day. Interest accrued during the three months ending March
31,  2010,  totaled  $18,349.  The balance of accrued interest owed at March 31,
2010, was $73,332.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults under the Debenture, and/or converting the Debenture
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 of the Forbearance Agreement. Nothing contained in the
Forbearance  Agreement constitutes a waiver by YA Global of any default or event
of  default,  whether  existing  at  the  time  of  the Forbearance Agreement or
thereafter  arising,  and/or  its  right to convert the Debenture into shares of
Common  Stock.  The  Forbearance  Agreement  only constitutes an agreement by YA
Global  to  forbear from enforcing its rights and remedies and/or converting the
Debenture  into  shares  of  common  stock  of  the  Company  upon the terms and
conditions  set  forth  in  the  agreement. The Company and YA Global are in the
process  of  amending  the  Forbearance  Agreement. The Company has made a "good
faith" payment of $25,000 as part of the amendment process (see Note 6).

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 December 31, 2007, the carrying value of the Debenture was
$970,136, which was the remaining face value of the debenture.

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  principle  into  a total of
36,085,960  shares  of  common  stock. The carrying value of the Debenture as of
March  31,  2010,  was  $620,136.  The  fair  value  of the derivative liability
stemming  from  the debenture's conversion feature was determined to be $0 as of
March 31, 2010.



                                       26
<PAGE>

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 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. We agreed to repay our obligations
under the Debentures per an agreed schedule.

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  its  option, elect to pay accrued
interest  in cash or shares of our 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 day. Interest accrued during the three months
ending  March 31, 2010, totaled $44,384. The balance of accrued interest owed at
March 31, 2010, was $216,496.

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under the December Debenture, and/or converting the
December  Debenture 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 of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to convert the December
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies and/or converting the December Debenture into shares of common stock of
the  Company  upon  the  terms  and  conditions  set forth in the agreement. The
Company  and YA Global are in the process of amending the Forbearance Agreement.
The  Company has made a "good faith" payment of $25,000 as part of the amendment
process (see Note 6).

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-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.

We  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.

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 value of the December Debenture
reached $1,500,000.

In  connection  with  the  issuance of the December Debenture, fees of $130,000,
withheld  from the proceeds, were capitalized and amortized over the life of the
December Debenture. The fees were fully amortized as of December 31, 2009.

As  of March 31, 2010, YA Global had not converted any of the December Debenture
into  shares  of  the Company's common stock. As a result, the carrying value of
the  debenture  as of March 31, 2010, remained $1,500,000. The fair value of the
derivative  liability  stemming from the December Debenture's conversion feature
as of March 31, 2010, was determined to be $0.

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,  originally due in April 2009, in the principal
amount of $1,500,000 (the "August Debenture").

Accrued  interest  was originally payable at the time of maturity or conversion.
Per the Forbearance Agreement, the scheduled payments are to be applied first to
outstanding  accrued  interest.  We  may,  at  its  option, elect to pay accrued
interest  in cash or shares of our 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 day. Interest accrued during the three months
ended  March  31, 2010, totaled $30,809. The balance of accrued interest owed at
March 31, 2010, was $432,808.



                                       27
<PAGE>

In  consideration  of the Company's performance under the Forbearance Agreement,
YA  Global  agreed to forbear from enforcing its rights and remedies as a result
of  the  existing  defaults  under  the  August Debenture, and/or converting the
August Debenture 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 of the Forbearance Agreement. Nothing
contained  in the Forbearance Agreement constitutes a waiver by YA Global of any
default  or  event  of  default, whether existing at the time of the Forbearance
Agreement  or  thereafter  arising,  and/or  its  right  to  convert  the August
Debenture   into   shares  of  Common  Stock.  The  Forbearance  Agreement  only
constitutes  an  agreement by YA Global to forbear from enforcing its rights and
remedies  and/or  converting the August Debenture into shares of common stock of
the  Company  upon  the  terms  and  conditions  set forth in the agreement. The
Company  and YA Global are in the process of amending the Forbearance Agreement.
The  Company has made a "good faith" payment of $25,000 as part of the amendment
process (see Note 6).

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  originally were to expire three years from the date of issuance. In
connection  with  the  Forbearance  Agreement,  the  term  of these warrants was
extended  to August 23, 2010. 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.

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.

YA Global chose to convert $117,622 of the convertible debenture into 72,710,337
shares  of  common stock during the year ended December 31, 2009. As of December
31,  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 $250 as of December 31, 2009.

In  connection  with  the  issuance  of  the August Debenture, fees of $135,000,
withheld  from the proceeds, were capitalized and amortized over the life of the
August Debenture. The fees were fully amortized as of December 31, 2009.

Please  see  the section below, "Debentures - Forbearance Agreement," for a more
complete discussion of the Forbearance Agreement.

Debentures  -  Forbearance  Agreement.  On  August  11, 2009, the Company and YA
Global  entered  into the Forbearance Agreement related to the three convertible
debentures issued by the Company to YA Global or its predecessor entities.

Under  the  terms  of the Forbearance Agreement, the Company agreed to waive any
claims  against  YA  Global, entered into a Global Security Agreement (discussed
below),  a  Global  Guaranty  Agreement (discussed below), and an amendment of a
warrant  granted  to  YA  Global  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.

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.



                                       28
<PAGE>

Pursuant to the Forbearance Agreement, the Company, subject to the consent of YA
Global,  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  Global  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 Global, 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 Global, 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 Global the full payment and prompt performance of
all of the obligations set forth in the Forbearance Agreement.

As  of  March  31,  2010  the Company was not in compliance with the forbearance
agreement.  The  Company  and  YA  Global  are  in  the  process of amending the
Forbearance  Agreement.  Subsequent  to  March  31, 2010, the Company has made a
"good faith" payment of $25,000 as part of the amendment process.

Other Convertible Instruments

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. 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  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  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.

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.



                                       29
<PAGE>

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.  Long-lived  asset  costs are
amortized over the estimated useful life of the asset, which is typically 5 to 7
years. Amortization expense was $111,114 and $111,114 for the three months ended
March 31, 2010 and 2009, 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
Accounting  for  Registration  Payment  Arrangements.  Under ASC 815-40, 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  offsets 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.  As  further  described  in  Note  9  to  the consolidated financial
statements,  we have instruments that contain registration payment arrangements.
The  effect  of implementing this has not had a material effect on the financial
statements  because  we  consider  probability of payment under the terms of the
agreements to be remote.

Stock-Based  Compensation - Effective January 1, 2006, we adopted the provisions
of  ASC  718-10,  Accounting  for Stock Issued to Employees, for our stock-based
compensation  plans. We previously accounted for our plans under the recognition
and  measurement principles of Accounting Standards No. 25, Accounting for Stock
Issued  to  Employees  ("APB  25")  and  related  interpretations and disclosure
requirements established by ASC 718-10, Accounting for Stock-Based Compensation,
as amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition
and Disclosure.

Under  APB  25,  no  compensation  expense  was  recorded  in  earnings  for our
stock-based  options  granted  under our compensation plans, since the intrinsic
value  of the options was zero. The pro forma effects on net income and earnings
per  share  for  the  options  and  awards  granted under the plans were instead
disclosed  in a note to the consolidated financial statements. Under ASC 718-10,
all  stock-based  compensation  is measured at the grant date, based on the fair
value  of  the option or award, and is recognized as an expense in earnings over
the  requisite  service  period, which is typically through the date the options
vest.

We  adopted ASC 718-10 using the modified prospective method. Under this method,
compensation  cost  would've  been recognized over the remaining service periods
for  the unvested portion of all stock-based options and awards granted prior to
January  1,  2006, that remained outstanding, based on the grant-date fair value
measured  under  the  original  provisions  of  ASC  718-10  for  pro  forma and
disclosure  purposes. However, no such options were outstanding as of January 1,
2006.  There  were  5.5  million options granted from the 2004 Stock Plan during
2006  that  resulted in $65,616 in compensation cost which would have previously
been presented in a pro forma disclosure, as discussed above.

We  utilized  the  Black-Scholes  model for calculating the fair value pro forma
disclosures  under  ASC 718-10, and will continue to use this model, which is an
acceptable valuation approach under ASC 718-10.


                                       30
<PAGE>

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 March
31,  2010,  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 March 31, 2010. 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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We   maintain  disclosure  controls  and  procedures  designed  to  ensure  that
information  required  to be disclosed in our reports filed under the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), is recorded, processed,
summarized,  and  reported  within  the  required  time  periods,  and that such
information  is  accumulated  and  communicated to our management, including our
Chief  Executive Officer / Chief Financial Officer, as appropriate, to allow for
timely decisions regarding disclosure.

As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation
under  the  supervision of our Chief Executive Officer / Chief Financial Officer
of  the  effectiveness of our disclosure controls and procedures as of March 31,
2010.  Based  on  this evaluation, our Chief Executive Officer / Chief Financial
Officer concluded that our disclosure controls and procedures were not effective
to   provide  reasonable  assurance  as  of  March  31,  2010,  because  certain
deficiencies  involving  internal  controls  constituted material weaknesses, as
discussed  in our annual report on Form 10-K. The material weaknesses identified
did  not  result  in  the  restatement  of  any  previously  reported  financial
statements  or  any  other related financial disclosure, and management does not
believe  that  the  material  weaknesses  had  any effect on the accuracy of our
financial statements for the current reporting period.

Limitations on Effectiveness of Controls

A  system  of  controls,  however  well  designed and operated, can provide only
reasonable,   and  not  absolute,  assurance  that  the  system  will  meet  its
objectives.  The design of a control system is based, in part, upon the benefits
of the control system relative to its costs. Control systems can be circumvented
by  the  individual acts of some persons, by collusion of two or more people, or
by  management  override  of  the  control. In addition, over time, controls may
become  inadequate because of changes in conditions, or the degree of compliance
with  the policies or procedures may deteriorate. In addition, the design of any
control  system is based in part upon assumptions about the likelihood of future
events.

Changes in Internal Control Over Financial Reporting.

There  were  no  changes  in  our  internal  control  over  financial  reporting
identified  in  connection  with  the  evaluation  required  by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter
that  have  materially  affected, or are reasonably likely to materially affect,
our internal control over financial reporting.




                                       31
<PAGE>

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Advanced   Beauty   Solutions,   LLC,   v.   CirTran   Corporation,   Case   No.
1:08-ap-01363-GM.  In  connection  with prior litigation between Advanced Beauty
Solutions  ("ABS")  and  the Company, ABS claimed non-performance by the Company
and  filed  an  adversary  proceeding in ABS's bankruptcy case proceeding in the
United  States  Bankruptcy  Court,  Central District of California, San Fernando
Valley  Division.  On  March  17, 2009, the Bankruptcy Court entered judgment in
favor  of ABS and against the Company in the amount of $1,811,667 plus interest.
On  September  11, 2009, the Bankruptcy Court denied the Company's motion to set
aside  the  judgment. As of the date of this report, ABS was pursuing collection
efforts on this judgment. The Company is in negotiations to settle the judgement
for  a  lesser  amount.  The  Company  does  not expect the settlement to exceed
$500,000.

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 was dismissed with prejudice by
the plaintiff on March 23, 2010.

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.  On  October  28,  2009, the Third Judicial District Court,
District  of  Utah,  West  Jordan  Department,  entered an Order in Supplemental
Proceedings,  with  which  the  Company  complied.  The  parties have engaged in
settlement negotiations.

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 case is presently in the
discovery  phase.  An  order  requiring  CirTran  Beverage  to  produce  certain
documents  and  information  was  entered  on  or  about  February 19, 2010. The
plaintiff  says  that  CirTran  Beverage did not comply with the order and seeks
entry  of judgment for the amount claimed in the complaint. CirTran Beverage and
Fortune  Resources  engaged  in  settlement  negotiations,  and  on May 3, 2010,
pursuant to which Fortune Resources agreed to dismiss the suit upon receipt from
CirTran of $50,000.


                                       32
<PAGE>

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 vigorously
against the allegations in the Complaint.

Dr.  Najib Bouz v. CirTran Beverage Corp, Iehab Hawatmeh and Does 1-20, Superior
Court for the State of California, County of Los Angeles, Civil No. KC053818. On
September  12,  2008,  the  plaintiff  filed a complaint, seeking a judgment for
$52,500  plus attorneys' fees and certain costs, against CirTran Beverage, Iehab
Hawatmeh and unnamed others, claiming breach of contract and fraud in connection
with  a  certain  promissory  note.  CirTran Beverage and Mr. Hawatmeh answered,
denying  liability.  On  August  11, 2009, the parties entered into a settlement
agreement whereby the claims against Mr. Hawatmeh were dismissed with prejudice,
and the Company agreed to pay Dr. Bouz $63,000 over a twelve month period. As of
the date of this Report, all required payments had been made.

Dr.  Paul  Bouz v. CirTran Beverage Corp, Iehab Hawatmeh and Does 1-20, Superior
Court for the State of California, County of Los Angeles, Civil No. KC053819. On
September  12,  2008,  the  plaintiff  filed a complaint, seeking a judgment for
$52,500  plus attorneys' fees and certain costs, against CirTran Beverage, Iehab
Hawatmeh and unnamed others, claiming breach of contract and fraud in connection
with  a  certain  promissory  note.  CirTran Beverage and Mr. Hawatmeh answered,
denying  liability.  On  August  11, 2009, the parties entered into a settlement
agreement whereby the claims against Mr. Hawatmeh were dismissed with prejudice,
and the Company agreed to pay Dr. Bouz $63,000 over a twelve month period. As of
the date of this Report, all required payments had been made.

NA  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  along with
attorneys'  fees  and  costs.  CirTran Beverage Corp is reviewing the matter and
intends to defend vigorously against the allegations in the complaint.

Old  Dominion  Freight  Line  v. CirTran Corporation, Civil No. 090426290, Third
Judicial  District  Court,  Salt Lake County, State of Utah. On May 5, 2010, the
Court entered an Order in Supplemental Proceedings in connection with a judgment
in favor of Old Dominion and against CirTran in the amount of $33,187.34.

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

During the period covered by this report, we did not issue shares of our common
stock.


                                       33
<PAGE>

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

Item 4.  Other Information

None.

Item 5.  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.


                                       34
<PAGE>

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).

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).


                                       35
<PAGE>

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).

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).


                                       36
<PAGE>

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)

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).


                                       37
<PAGE>

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).

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).

                                       38
<PAGE>


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).

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: May 24, 2010                 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: May 24, 2010                 By: Iehab Hawatmeh
                                    President, Chief Financial Officer,
                                    Principal Executive Officer, Principal
                                    Financial Officer and Director







                                       39




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