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

                                  FORM 10-QSB/A
                                 Amendment No. 1

                                   (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, 2002
                                       OR
              / / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

              For the transition period from ________ to ________.

                         Commission file number 0-26059

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



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


         4125 South 6000 West
         West Valley City, Utah                            84128
         ----------------------                            ------
 Address of Principal Executive Offices)                 (Zip Code)


                                 (801) 963-5112
                         (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding  12 months and (2) has been subject to such filing  requirements
for the past 90 days.


                                Yes X No
                                   ---   ----


         The number of shares outstanding of the registrant's common stock as of
May 20, 2002: 212,272,191.


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

                                Table of Contents


                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1   Condensed Consolidated Financial Statements

            Balance Sheets as of March 31, 2002 (unaudited) and               3
            December 31, 2000

            Statements of Operations for the Three Months ended               4
            March 31, 2002 (unaudited) and 2001 (unaudited)

            Statements of Cash Flows for the Three Months ended               5
            March 31, 2002 (unaudited) and 2001 (unaudited)

            Notes to Condensed Consolidated Financial Statements              6
            (unaudited)

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

PART II - OTHER INFORMATION

Item 1     Legal Proceedings                                                  14

Item 2     Changes in Securities                                              14

Item 5     Other Information                                                  15

Item 6     Exhibits and Reports on Form 8-K                                   15

Signatures                                                                    16








<PAGE>
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

                       CIRTRAN CORPORATION AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                                                   March 31,                 December 31,
                                                                              --------------------        -------------------
                                                                                     2002                        2001
                                                                              --------------------        -------------------
<S>                                                                                 <C>                         <C>


                                                           ASSETS
Current assets
     Cash and cash equivalents                                                      $         500               $        499
     Trade accounts receivable, net of allowance for doubtful accounts
        accounts of $66,178 at March 31, 2002 and $66,316 at
        December 31, 2001                                                                 663,861                    369,250
     Inventories                                                                        1,956,496                  1,773,888
     Other                                                                                 93,626                     97,037
                                                                              --------------------        -------------------
          Total current assets                                                          2,714,483                  2,240,674

Property and equipment, at cost, net                                                    1,202,944                  1,333,925

Other assets, net                                                                          10,887                     10,887
                                                                              --------------------        -------------------
Total Assets                                                                        $   3,928,314               $  3,585,486
                                                                              ====================        ===================


                                           LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Checks written in excess of cash in bank                                       $     149,677               $    159,964
     Accounts payable                                                                   1,709,795                  2,141,290
     Accrued liabilities                                                                3,090,199                  3,071,191
     Notes payable to stockholders                                                              -                  1,390,125
     Current maturities of capital lease obligations                                            -                     41,206
     Current maturities of long-term notes payable                                      2,425,953                  3,269,157
                                                                              --------------------        -------------------
          Total current liabilities                                                     7,375,624                 10,072,933
                                                                              --------------------        -------------------

Long-Term Liabilities
     Long-term notes payable, less current maturities                                     436,734                    447,155
     Capital lease obligations, less current maturities                                         -                      7,775
                                                                              --------------------        -------------------
          Total long-term liabilities                                                     436,734                    454,930
                                                                              --------------------        -------------------

Commitments and Contingencies

Stockholders' Deficit
     Common stock, par value $0.001;  authorized  750,000,000 shares; issued and
        outstanding 209,272,191 at March 31, 2002 before 3,000,000 shares held
        in escrow at no cost and
        160,951,005 at December 31, 2001                                                  209,272                    160,951
     Additional paid-in capital                                                         9,412,933                  5,977,164
     Accumulated deficit                                                              (13,506,249)               (13,080,492)
                                                                              --------------------        -------------------
          Total Stockholders' Deficit                                                  (3,884,044)                (6,942,377)
                                                                              --------------------        -------------------
Total Liabilities and Stockholders' Deficit                                         $   3,928,314              $   3,585,486
                                                                              ====================        ===================
</TABLE>


           See accompanying notes to unaudited condensed consolidated
                             financial statements.

<PAGE>
<TABLE>
<CAPTION>

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

                                                                             For the Three Months Ended,
                                                                                      March 31,
                                                                     ---------------------------------------------
                                                                             2002                    2001
                                                                     ----------------------  ---------------------
<S>                                                                           <C>                    <C>

Net Sales                                                                     $    641,330           $    650,485

Cost of Sales                                                                     (419,116)              (545,478)
                                                                     ----------------------  ---------------------

      Gross Profit                                                                 222,214                105,007

Selling, general and administrative expenses                                      (520,608)              (660,404)
                                                                     ----------------------  ---------------------

      Loss From Operations                                                        (298,394)              (555,397)
                                                                     ----------------------  ---------------------

Other income (expense)
   Interest                                                                       (136,880)              (245,221)
   Other, net                                                                        9,517                      -
                                                                     ----------------------  ---------------------
                                                                                  (127,363)              (245,221)
                                                                     ----------------------  ---------------------

      Net Loss                                                               $    (425,757)          $   (800,618)
                                                                     ======================  =====================

Basic and diluted loss per common share                                      $      (0.00)           $     (0.01)
                                                                     ======================  =====================
Basic and diluted weighted-average
   common shares outstanding                                                   201,077,784            156,301,005
                                                                     ======================  =====================
</TABLE>


           See accompanying notes to unaudited condensed consolidated
                             financial statements.
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                For the Three Months Ended,
                                                                                         March 31,
                                                                         ------------------------------------------
                                                                                 2002                2001
                                                                         ------------------------------------------
<S>                                                                              <C>                  <C>

Cash flows from operating activities
   Net loss                                                                      $  (425,757)         $  (800,618)
   Adjustments to reconcile net loss to net
      cash used in operating activities:
         Depreciation and amortization                                               132,633              175,243
         Settlement of litigation                                                    (25,000)                   -
   Changes in assets and liabilities:
         Trade accounts receivable                                                  (294,611)             329,082
         Inventories                                                                (182,608)             (27,382)
         Other assets                                                                  3,411               (8,460)
         Accounts payable                                                           (154,281)             137,032
         Accrued liabilities                                                         269,008              140,769
                                                                         ------------------------------------------

         Total adjustments                                                          (251,448)             746,284
                                                                         ------------------------------------------

      Net cash used in operating activities                                         (677,205)             (54,334)
                                                                         ------------------------------------------

Cash flows from investing activities
   Purchase of property and equipment                                                 (1,652)              (1,844)
                                                                         ------------------------------------------

      Net cash used in investing activities                                           (1,652)              (1,844)
                                                                         ------------------------------------------

Cash flows from financing activities
   Increase (decrease) in checks written in excess of cash in bank                   (10,287)              72,739
   Payments on notes payable to stockholders                                        (140,125)                   -
   Principal payments on long-term notes payable                                    (105,730)             (27,429)
   Proceeds from long-term notes payable                                             200,000                    -
   Proceeds from exercise of options to purchase common stock                        235,000                    -
   Proceeds from issuance of common stock                                            500,000                    -
                                                                         ------------------------------------------

      Net cash provided by financing activities                                      678,858               45,310
                                                                         ------------------------------------------

Net increase (decrease) in cash and cash equivalents                                       1              (10,868)

Cash and cash equivalents at beginning of year                                           499               11,068
                                                                         ------------------------------------------

Cash and cash equivalents at end of year                                         $       500         $        200

</TABLE>

           See accompanying notes to unaudited condensed consolidated
                             financial statements.
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                For the Three Months Ended,
                                                                                         March 31,
                                                                         ------------------------------------------
                                                                                 2002                2001
                                                                         ------------------------------------------
<S>                                                                              <C>                    <C>
Supplemental disclosure of cash flow information

Cash paid for interest                                                           $     44,891           $   13,054

Noncash investing and financing activities

Notes payable issued for accounts payable                                        $    326,195           $        -
Common stock issued for notes payable to stockholders                               1,250,000                    -
Common stock issued for notes payable                                               1,499,090                    -
Common stock issued to escrow                                                               -                    -

</TABLE>

           See accompanying notes to unaudited condensed consolidated
                             financial statements.

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed   Financial   Statements  --  The  accompanying   unaudited  condensed
consolidated  financial  statements include the accounts of CirTran  Corporation
and its subsidiary (the  "Company").  These  financial  statements are condensed
and,  therefore,  do not include all disclosures  normally required by generally
accepted accounting  principles.  These statements should be read in conjunction
with  the  Company's  annual  financial  statements  included  in the  Company's
December 31, 2001 Annual  Report on Form 10-KSB.  In  particular,  the Company's
significant  accounting  principles were presented as Note 1 to the consolidated
financial  statements  in  that  report.  In  the  opinion  of  management,  all
adjustments  necessary  for a  fair  presentation  have  been  included  in  the
accompanying  condensed  consolidated  financial  statements and consist of only
normal  recurring  adjustments.  The  results  of  operations  presented  in the
accompanying  condensed  consolidated  financial statements for the three months
ended March 31, 2002 are not  necessarily  indicative of the results that may be
expected for the full year ending December 31, 2002.

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 net losses of $425,757 and  $2,933,084  for the
three  months  ended  March  31,  2002 and the year  ended  December  31,  2001,
respectively.  As of March 31, 2002 and December  31,  2001,  the Company had an
accumulated  deficit of $13,506,249 and  $13,080,492,  respectively  and a total
stockholders' deficit of $3,884,044 and $6,942,377,  respectively.  In addition,
the Company used, rather than provided, cash in its operations in the amounts of
$677,205  and  $288,724  for the three  months ended March 31, 2002 and the year
ended December 31, 2001, respectively.

Since February of 2000, the Company has operated without a line of credit.  Many
of the Company's  vendors stopped credit sales of components used by the Company
to manufacture  products and as a result,  the Company  converted certain of its
turnkey customers to customers that provide consigned  components to the Company
for production.  These  conditions raise  substantial  doubt about the Company's
ability to continue as a going concern.

In view of the matters described in the preceding paragraphs,  recoverability of
a  major  portion  of the  recorded  asset  amounts  shown  in the  accompanying
consolidated  balance  sheets is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
financing  requirements  on a continuing  basis,  to maintain or replace present
financing,  to acquire additional capital from investors,  and to succeed in its
future  operations.  The  financial  statements  do not include any  adjustments
relating to the  recoverability  and classification of recorded asset amounts or
amounts and  classification  of liabilities  that might be necessary  should the
Company be unable to continue in existence.

Abacus Ventures,  Inc. (Abacus)  purchased the Company's line of credit from the
lender. During the quarter ended March 31, 2002, the Company has entered into an
agreement  whereby the Company has  exchanged  common  stock,  issued to certain
principles of Abacus,  for a portion of the debt.  The  Company's  plans include
working with vendors to convert trade payables into long-term  notes payable and
common stock and cure defaults with lenders through forbearance  agreements that
the Company will
                       CIRTRAN CORPORATION AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

be able to service.  The Company intends to continue to pursue this type of debt
conversion  going  forward with other  creditors.  The Company has initiated new
credit  arrangements  for smaller dollar  amounts with certain  vendors and will
pursue  a new  line of  credit  after  negotiations  with  certain  vendors  are
complete. If successful,  these plans may add significant equity to the Company.
There is no assurance that these transactions will occur.

NOTE 3 - RELATED PARTY TRANSACTIONS

Stockholder  Notes  Payable  --The  Company  paid  cash  and  issued  stock as a
settlement  of the  principal  amounts  due on two  separate  notes  payable  to
stockholders. The balance due to stockholders at March 31, 2002 and December 31,
2001 was $0 and $1,390,125,  respectively.  Interest associated with amounts due
to stockholders is accrued at 10 percent, was $210,734 and $205,402 at March 31,
2002  and  December  31,  2001,   respectively,   and  is  included  in  accrued
liabilities. These notes are due on demand.

Abacus  Transactions  -- During the three months  ended March 31,  2002,  Abacus
Ventures  completed  negotiations  with several vendors of the Company,  whereby
Abacus  purchased  various past due amounts for goods and  services  provided by
vendors, as well as capital leases. The total of these obligations was $326,195.
As a partial  payment of the amount owed,  the Company has agreed to pay certain
legal fees of Abacus  that were  incurred as part of the  negotiations  with the
vendors.  The Company  has  recorded  this  transaction  as a $326,195  non-cash
increase to the note payable owed to Abacus, pursuant to the terms of the Abacus
agreement.

Additionally,  the  Company  entered  into a bridge loan  agreement  with Abacus
Ventures.  This  agreement  allows the  Company to request  funds from Abacus to
finance the build-up of  inventory  relating to specific  sales.  The loan bears
interest at 24% and is payable on demand.  The principal  balance  cannot exceed
$600,000 at any point in time. During the three months ended March 31, 2002, the
Company  was  advanced  $200,000  and  made  cash  payments  of  $83,025  for an
outstanding  balance on the bridge loan of $116,975.  The total principal amount
owed to  Abacus  Ventures  between  the note  payable  and the  bridge  loan was
$1,349,587 as of March 31, 2002.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Delinquent  Payroll  Taxes -- As of March 31,  2002,  the  Company  had  accrued
liabilities in the amount of $2,129,123 for delinquent payroll taxes,  including
interest  estimated at $246,219  and  penalties  estimated at $253,001.  Of this
amount,  the Company owed the Internal  Revenue  Service  ("IRS")  approximately
$1,847,813,  the State of Utah approximately  $270,371 and the State of Colorado
approximately $10,939. The Company has negotiated payment schedules with the IRS
and  the  State  of  Utah  in the  amounts  of  $25,000  and  $4,000  per  month
respectively.

Settlement of Litigation - The Company settled the lawsuit that alleged a breach
of facilities sublease agreement involving  facilities located in Colorado.  The
Company's liability in this action was originally  estimated to range up to $2.5
million.  The Company subsequently filed a counter suit in the same court for an
amount exceeding $500,000 for missing equipment.

Effective  January 18, 2002,  the Company  entered  into a settlement  agreement
which  required the Company to pay the plaintiff the sum of $250,000,  which had
previously been accrued as rent expense. The remainder, $170,000, was treated as
a reduction of rent during the year ended  December 31, 2001, due to a change in
estimate of rent expense. Of this amount, $25,000 was paid upon execution of the
settlement,  and the balance, together with interest at 8% per annum, is payable
by July 18, 2002. As security for payment of the balance,  the Company  executed
and  delivered  to the  plaintiff  a  Confession  of  Judgment  and also  issued
3,000,000  shares of common stock,  which are currently  held in escrow and have
been treated as treasury stock recorded at a cost of $250,000.  If  seventy-five
percent (75%) of the balance has not been paid by May 18, 2002,  the Company has
agreed to prepare and file with the Securities & Exchange Commission, at its own
expense,  a registration  statement with respect to the escrowed shares.  If, by
July 18, 2002, the  registration of the escrowed shares of the Company's  common
stock is not  completed  and  such  shares  are not  replaced  with  registered,
free-trading  common  stock in an amount  sufficient  to cover the  liability to
Sunborne,  Sunborne  may  file the  Confession  of  Judgment  and  proceed  with
execution thereon.

Litigation  - In December  1999,  a vendor of the Company  filed a lawsuit  that
alleges  breach of  contract  and seeks  payment in the amount of  approximately
$213,000  of  punitive  damages  from  the  Company  related  to  the  Company's
non-payment  for  materials  provided  by the  vendor.  The  Company  denies all
substantive allegations made by the vendor and intends to vigorously contest the
case.

The Company is the defendant in numerous legal actions primarily  resulting from
nonpayment of vendors for goods and services  received.  The Company has accrued
the payables and is currently  in the process of  negotiating  settlements  with
these vendors.

Registration  Rights -In  connection  with the  conversion  of  certain  debt to
equity,  the Company has granted the holders of 5,281,050 shares of common stock
the right to include 50% of the common stock of the holders in any  registration
of common stock of the Company,  under the  Securities  Act for offer to sell to
the public (subject to certain exceptions).  The Company has also agreed to keep
any filed registration  statement  effective for a period of 180 days at its own
expense.

NOTE 5 - NOTES PAYABLE

During the quarter ended March 31, 2002, Abacus Ventures completed  negotiations
with several vendors of the Company,  whereby Abacus purchased  various past due
amounts for goods and services  provided by vendors,  as well as capital leases.
The total of these  obligations  was  $326,195.  The Company has  recorded  this
transaction as a $326,195 increase to the note payable owed to Abacus,  pursuant
to the terms of the Abacus agreement.

NOTE 6 - STOCKHOLDER'S EQUITY

Common Stock Issued for Cash and Debt - Effective  January 14, 2002, the Company
entered into four substantially  identical agreements with existing shareholders
pursuant  to which the  Company  issued an  aggregate  of  43,321,186  shares of
restricted  common  stock at a price of $0.075 per share,  the fair value of the
shares,  for $500,000 in cash and the  reduction of principle of  $1,499,090  of
notes payable and $1,250,000 of notes payable to  stockholders.  No gain or loss
has been recognized on these  transactions as the fair value of the stock issued
was equal to the consideration given by the shareholders

NOTE 7 - STOCK OPTIONS AND WARRANTS

Employee  Grants  -During March 2002,  the Company  granted  options to purchase
5,000,000 shares of common stock to certain employees of the Company pursuant to
the 2001 Plan.  These options vested on the date of grant.  The related exercise
price for the  options  was  $0.045 to $0.05 per  share,  the fair  value of the
Company's common stock on the date of grant. The options are exercisable through
September 2006.

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

The employees exercised all 5,000,000 options for $235,000 cash during the first
quarter. There were no employee options outstanding at March 31, 2002.

NOTE 8 -SEGMENT INFORMATION

Segment  information  has  been  prepared  in  accordance  with  SFAS  No.  131,
"Disclosure  About  Segments  of an  Enterprise  and Related  Information."  The
Company  has  two  reportable   segments;   electronics  assembly  and  Ethernet
technology.  The electronics assembly segment manufactures and assembles circuit
boards and electronic  component cables. The Ethernet technology segment designs
and  manufactures  Ethernet cards.  The accounting  policies of the segments are
consistent  with  those  described  in the  summary  of  significant  accounting
policies. The Company evaluates performance of each segment based on earnings or
loss from operations. Selected segment information is as follows:

<TABLE>
<CAPTION>


             March 31, 2002                                      Assembly        Technology           Total
             --------------                                   -------------     -----------        -----------
         <S>                                                  <C>               <C>              <C>

         Sales to external customers                          $     338,358     $     302,972    $     641,330
         Intersegment sales                                         154,246               __           154,246
         Segment loss                                              (566,701)          (13,302)        (580,003)
         Segment assets                                           3,270,995           628,091        3,899,086
         Depreciation and amortization                              127,396             5,236          132,632

             March 31, 2001

         Sales to external customers                          $     381,534     $     268,951    $     650,485
         Intersegment sales                                         177,749                --          177,749
         Segment loss                                              (844,005)         (134,362)        (978,367)
         Segment assets                                           3,581,888           511,986        4,093,874

         Sales                                                                           2002             2001
         -----                                                                  -------------    -------------

              Total sales for reportable segments                               $     795,576    $     828,234
              Elimination of intersegment sales                                      (154,246)        (177,749)
                                                                                -------------    -------------

                       Consolidated net sales                                   $     641,330    $     650,485
                                                                                =============    =============

              Net Loss

              Net loss for reportable segments                                       (580,003)        (978,367)
              Elimination of intersegment losses                                $     154,246    $     177,749
                                                                                -------------    -------------

                                                                                $    (425,757)   $    (800,618)
                                                                                =============    =============

         Total Assets                                                                March 31,     December 31,
                                                                                         2002             2001
                                                                                -------------    -------------
              Total assets for reportable segments                              $   3,899,086    $   3,296,098
              Adjustment for intersegment amounts                                      29,228          289,388
                                                                                -------------    -------------

                          Consolidated total assets                             $   3,928,314    $   3,585,486
                                                                                =============    =============

</TABLE>

<PAGE>


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

Overview

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

Critical Accounting Policies

We considered the disclosure  requirements of Financial Reporting Release No. 60
regarding critical  accounting  policies and Financial  Reporting Release No. 61
regarding  liquidity  and capital  resources,  certain  trading  activities  and
related  party/certain other disclosures,  and concluded that nothing materially
changed during the quarter that would warrant  further  disclosure  beyond those
matters previously  disclosed in our Annual Report on Form 10-KSB/A for the year
ended December 31, 2001.

Results of Operations

         Sales and Cost of Sales

Net sales  decreased  marginally  to $641,330 for the  three-month  period ended
March  31,2002 as  compared to  $650,485  during the same  period in 2001.  This
increase  continues an upward trend started in the fourth quarter of 2001,  from
lower  quarterly  sales  figures of $420,480 and $279,055  during the second and
third  quarters of 2001,  respectively.  Cost of sales  decreased  by 23%,  from
$545,478 during the  three-month  period ended March 31, 2001 to $419,116 during
the same period in 2002.  Our gross  profit  margin for the  three-month  period
ended  March 31,  2002 was  34.6%,  up from  16.1% for same  period in 2001.  We
believe this improvement is a reflection of our efforts to solicit higher margin
business and improve inventory control procedures.

         Selling, General and Administrative Expenses

During  the  three-month  period  ended  March 31,  2002  selling,  general  and
administrative  expenses were $520,608,  as compared to $660,404 during the same
period in 2001,  representing  a 21.2%  decrease.  This  decrease was  primarily
attributable to an almost 50% reduction in the size of our workforce.

         Interest Expense

Interest  expense  for the  three  months  ended  March 31,  2002 was  $136,880,
compared to $245,221  during the same period in 2001. This represents a decrease
of $108,341 and is primarily  attributable  to a decrease in delinquent  payroll
tax penalties,  which were previously recorded as part of interest expense,  and
to the  conversion  of certain notes  payable and  stockholder  notes payable in
January  of 2002 into  restricted  shares of our common  stock.  As of March 31,
2002,  we had accrued  liabilities  in the amount of $2,129,123  for  delinquent
payroll taxes,  including interest estimated at $246,219 and penalties estimated
at $253,001.

As a result  of the above  factors,  our  overall  net loss  decreased  46.8% to
$425,757 for the  three-month  period ended March 31, 2002, from $800,618 during
the same period in 2001.

Liquidity and Capital Resources

Our expenses are currently  greater than our revenues.  We have had a history of
losses.  Our net loss from  operations for the year ending December 31, 2001 was
$2,160,262,  and our net loss from operations for the three-month  period ending
March 31, 2002 was $298,394. Our accumulated deficit was $13,080,492 at December
31, 2001 and $13,506,249 at March 31, 2002. Our current liabilities exceeded our
current  assets by  $7,832,259  as of December 31, 2001 and by  $4,661,141 as of
March 31, 2002.  We recorded  negative cash flows from  operations  for the year
ended  December  31,  2001 and the  three-month  period  ended March 31, 2002 of
$288,724 and $677,205, respectively.

         Cash

On March 31, 2002, we had $500 cash on hand, as compared to $499 at December 31,
2001.  The  amount of checks  written in excess of cash in bank  decreased  from
$159,964 at December 31, 2001 to $149,677 at March 31, 2002.

Net cash used in operating  activities  was $677,205 for the quarter ended March
31, 2002, compared to $54,334 used in operations for the quarter ended March 31,
2001. This significant change was primarily attributable to an increase in trade
accounts  receivable of $294,611,  an increase in  inventories of $182,608 and a
decrease  in  accounts  payable  of  $154,281.  Off-setting  amounts  included a
non-cash  charge  of  $132,633  for  depreciation  and an  increase  in  accrued
liabilities of $269,008.

Net cash used in investing  activities  during the quarters ended March 31, 2002
and 2001, consisted of equipment purchases of $1,652 and $1,844, respectively.

Net cash provided by financing  activities  during the three-month  period ended
March 31,  2002 was  $678,858.  Cash  proceeds  as  follows:  $500,000  from the
issuance of restricted  common  stock,  $235,000 from the issuance of stock upon
exercise of stock options, and $200,000 from long-term notes payable.  This last
amount represents cash advanced by Abacus Ventures, Inc. and added to the amount
payable to them. See below under "Liquidity and Financing  Arrangements."  These
amounts  were offset by  $105,730  in  principal  payments  on  long-term  notes
payable,  $140,125 in payments on notes  payable to  stockholders  and a $10,287
decrease in checks written in excess of cash in bank.

Noncash  investing  and financing  activities  during the period ended March 31,
2002 consisted of reclassifying  $326,195 from notes payable to accounts payable
(see below under "Accounts  Payable"),  the  cancellation of $1,250,000 in notes
payable to stockholders in exchange for issuance of restricted common stock, the
cancellation  of  $1,499,090  in notes  payable in exchange  for the issuance of
restriced common stock (see below under "Liquidity and Financing Arrangements"),
and  $225,000 of common  stock  issued to escrow in  settlement  of  outstanding
ligitation. See below under "Legal Proceedings."

         Accounts Receivable

By March 31, 2002  accounts  receivable  had  increased to  $663,681,  net of an
allowance for doubtful accounts of $66,178,  from $369,250,  net of an allowance
for doubtful accounts of $66,316 at December 31, 2001. This significant increase
in accounts  receivable  is  reflective of an increase in sales during the first
three months of 2002, the bulk of which  occurred  toward the end of the period,
resulting in a higher-than-normal amount for accounts receivable at period-end.

         Accounts Payable

Accounts payable were $1,709,795 at March 31, 2002, as compared to $2,141,290 at
December  31,  2001.  This  decrease is  primarily  attributable  to payments to
vendors  from  $500,000 in cash  provided by the issuance of  restricted  common
stock in January  2002 and the  conversion  of $326,195  of accounts  payable to
notes payable to Abacus Ventures,  Inc. During the quarter ended March 31, 2002,
Abacus  Ventures  completed  negotiations  with several of our vendors,  whereby
Abacus purchased various past due amounts for goods and services provided by the
vendors, as well as capital leases. The total of these obligations was $326,195.
We recorded this transaction as a $326,195  increase to the note payable owed to
Abacus, pursuant to the terms of our agreement with them.

         Liquidity and Financing Arrangements

We sustained  losses from  operations  of $298,394 and $555,397 for the quarters
ended  March 31, 2002 and 2001,  respectively.  We had  accumulated  deficits of
$13,080,492   and   $13,506,249  at  March  31,  2002  and  December  31,  2001,
respectively,  and total  stockholders'  deficits of $3,884,044 and  $6,942,377,
respectively,  as of such dates. As of December 31, 2001, our monthly  operating
costs and interest  expenses  averaged  approximately  $205,000 per month. As of
March 31,  2002,  this amount had  increased  to to  approximately  $219,000 per
month. In addition,  the total amount per month that we have committed to paying
against accrued  liabilities and notes payable  pursuant to various  settlements
for  outstanding  debt,  litigation  and  delinquent  payroll taxes is currently
approximately $38,000.

Since February 2000, we have operated without a line of credit. Abacus Ventures,
Inc., an entity whose shareholders include the Saliba Private Annuity Trust, one
of our major  shareholders,  and a related  entity,  the  Saliba  Living  Trust,
purchased our line of credit of $2,792,609, and this amount was converted into a
note payable to Abacus bearing an interest rate of 10%. As of December 31, 2001,
a total of  $2,405,507,  plus $380,927 in accrued  interest,  was owed to Abacus
pursuant to this note payable.  In January 2002, we entered into agreements with
the  Saliba  Private  Annuity  Trust and the  Saliba  Living  Trust to  exchange
19,987,853 shares of our common stock for $1,499,090 in principal amount of this
debt and to issue an  additional  6,666,665  shares to these trusts for $500,000
cash.

In January 2002, in addition to the above-described transactions with the Saliba
trusts,  we also issued  16,666,666 shares of restricted common stock at a price
of $0.075 per share in exchange  for the  cancellation  of  $1,250,000  of notes
payable to two other stockholders.

During  the  three  months  ended  March 31,  2002,  Abacus  Ventures  completed
negotiations with several of our vendors,  whereby Abacus purchased various past
due amounts  for goods and  services  provided  by  vendors,  as well as capital
leases. The total of these obligations was $326,195. As a partial payment of the
amount owed, we agreed to pay certain legal fees of Abacus that were incurred as
part of the  negotiations  with the vendors.  We recorded this  transaction as a
$326,195 non-cash  increase to the note payable owed to Abacus,  pursuant to the
terms of the Abacus agreement.

Additionally, we entered into a bridge loan agreement with Abacus Ventures. This
agreement  allows us to request  funds from  Abacus to finance  the  build-up of
inventory  relating to  specific  sales.  The loan bears  interest at 24% and is
payable on demand.  The principal balance cannot exceed $600,000 at any point in
time.  During the three months ended March 31, 2002, we were  advanced  $200,000
and made cash payments of $83,025 for an outstanding  balance on the bridge loan
of $116,975. The total principal amount owed to Abacus Ventures between the note
payable and the bridge loan was $1,349,587 as of March 31, 2002.

Despite our efforts to make our debt-load more serviceable,  significant amounts
of  additional  cash will be needed to reduce our debt and fund our losses until
such time as we are able to become profitable.  As at December 31, 2001, we were
in default of notes payable  whose  principal  amount,  not including the amount
owing to Abacus Ventures,  Inc., exceeded $666,000.  In addition,  the principal
amount of notes  that  either  mature in 2002 or are  payable  on demand  exceed
$165,000.  The total amount per month that we have committed to paying  pursuant
to various  settlements for outstanding debt,  litigation and delinquent payroll
taxes is  currently  approximately  $38,000,  all of which  is  against  accrued
liabilities and notes payable. None of these settlements, however, have resulted
in  the  forgiveness  of  any  amounts  owed,  but  have  simply  resulted  in a
restructuring in the terms of the various debts.

In conjunction with our efforts to improve our results of operations,  discussed
above, we are also actively seeking  infusions of capital from investors and are
seeking to replace our line of credit.  It is unlikely  that we will be able, in
our current financial condition, to obtain additional debt financing;  and if we
did acquire more debt, we would have to devote  additional  cash flow to pay the
debt and secure the debt with assets.  We may  therefore  have to rely on equity
financing to meet our anticipated capital needs. There can be no assurances that
we will be successful in obtaining such capital.  If we issue additional  shares
for debt and/or equity,  this will serve to dilute the value of our common stock
and existing shareholders' positions.

Subsequent to our acquisition of Circuit in July 2000, we took steps to increase
the marketability of our shares of common stock and to make an investment in our
company by  potential  investors  more  attractive.  There can be no  assurance,
however,  that we will  ultimately be  successful in obtaining  more debt and/or
equity  financing or that our results of operations will  materially  improve in
either the short- or the  long-term.  If we fail to obtain  such  financing  and
improve our results of operations,  we will be unable to meet our obligations as
they  become  due.  That would  raise  substantial  doubt  about our  ability to
continue as a going concern.

Forward-looking statements

All statements  made herein,  other than  statements of historical  fact,  which
address  activities,  actions,  goals,  prospects,  or new developments  that we
expect or anticipate  will or may occur in the future,  including such things as
expansion and growth of operations and other such matters,  are  forward-looking
statements.  Any one or a  combination  of factors could  materially  affect our
operations and financial condition. These factors include competitive pressures,
success or failure of marketing programs, changes in pricing and availability of
parts  inventory,  creditor  actions,  and  conditions  in the capital  markets.
Forward-looking statements made by us are based on knowledge of our business and
the  environment  in which we currently  operate.  Because of the factors listed
above,  as well as other factors  beyond our control,  actual results may differ
from those in the forward-looking statements.

                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings

As of December 31, 2001, we had accrued  liabilities in the amount of $1,982,445
for  delinquent  payroll  taxes,  including  interest  estimated at $215,268 and
penalties estimated at $242,989. Of this amount,  approximately $257,510 was due
the State of Utah.  Concerning  the  amount  owed the State of Utah,  during the
first quarter of 2002, we negotiated a monthly payment schedule of $4,000, which
did not  provide  for the  forgiveness  of any  taxes,  penalties  or  interest.
Approximately $1,713,996 was owed to the Internal Revenue Service as of December
31, 2001.  During the first quarter of 2002,  we  negotiated a payment  schedule
with respect to this amount,  pursuant to which we are currently  making monthly
payments of $25,000, and we have committed to keeping current on deposits of our
federal  withholding  amounts.  In addition to the amounts  owed to the State of
Utah and the IRS,  approximately $10,939 was owed to the State of Colorado as of
December 31, 2001.

We (as successor to Circuit  Technology,  Inc.) were a defendant in an action in
El Paso  County,  Colorado  District  Court,  brought by  Sunborne  XII,  LLC, a
Colorado limited liability  company,  for alleged breach of a sublease agreement
involving  facilities  located in  Colorado.  Our  liability  in this action was
originally  estimated to range up to $2.5 million,  and we subsequently  filed a
counter suit in the same court against Sunborne in an amount exceeding  $500,000
for missing equipment.  Effective January 18, 2002, we entered into a settlement
agreement  with Sunborne  with respect to the  above-described  litigation.  The
settlement  agreement  required us to pay Sunborne the sum of $250,000.  Of this
amount,  $25,000 was paid upon  execution  of the  agreement,  and the  balance,
together with interest at 8% per annum, is payable by July 18, 2002. As security
for payment of the balance,  we executed and  delivered to Sunborne a Confession
of Judgment and also issued to Sunborne  3,000,000  shares of our common  stock,
which are currently held in escrow. If seventy-five percent (75%) of the balance
has not been paid by May 18,  2002,  we have agreed to prepare and file with the
Securities & Exchange Commission,  at our expense, a registration statement with
respect to the shares that have been escrowed. If, by July 18, 2002, any portion
of the balance remains outstanding and a registration  statement with respect to
the escrowed  shares has not been  declared  effective,  Sunborne is entitled to
file the  Confession  of  Judgment  and proceed  with  execution  thereon.  Also
pursuant  to the  terms  of the  settlement  agreement,  Sunborne  conditionally
assigned  to us any  rights  it may have in a claim  against  our  sublessee  of
Sunborne's  premises  and  agreed  to  apportion  75% of any net  settlement  or
collection  proceeds from this claim to us. If, by July 18, 2002, a registration
statement with respect to the escrowed  shares has not been declared  effective,
or if we have  abandoned or failed to  diligently  pursue the claim  against the
sub-lessee, this conditional assignment shall expire and all rights to the claim
will revert back to Sunborne.

Item 2.      Changes in Securities

         Recent Sales of Unregistered Securities

Effective  January  14,  2002,  we  entered  into four  substantially  identical
agreements with existing shareholders, one of whom is our president, pursuant to
which we issued an aggregate of 43,321,186  shares of restricted common stock at
a price of  $0.075  per  share  for  $500,000  in cash and the  cancellation  of
$2,749,090  principal  amount  of our  debt.  See  above  under  "Liquidity  and
Financing  Arrangements."  The issuance of these securities was made in reliance
on Section 4 (2) of the  Securities  Act of 1933 as a transaction  not involving
any public  offering.  No  advertising or general  solicitation  was employed in
offering the  securities,  the offerings and sales were made to a limited number
of persons, all of whom were business associates and existing  shareholders and,
in one case, one of our executive officers, and transfer was restricted by us in
accordance with the  requirements  of the Securities Act. Our officers  executed
all sales of the securities and received no commission or other remuneration for
the  solicitation  of any  person in  connection  with the  respective  sales of
securities  described above. The recipients of the securities  represented their
intention to acquire the securities  for investment  only and not with a view to
or for sale in connection with any distribution  thereof and appropriate legends
were  affixed to the share  certificates  and other  instruments  issued in such
transaction.

Pursuant to our settlement agreement with Sunborne XII, LLC (see "Part II - Item
1 - Legal  Proceedings"),  on February 7, 2002, we issued  3,000,000  restricted
shares of our common  stock as  security  for the  payment of up to  $225,000 to
Sunborne.  These  shares  were  placed  in  escrow  pending  performance  of our
obligations  pursuant  to the  settlement  agreement.  In the  event  we pay all
amounts owing to Sunborne under the settlement, the certificate representing the
shares will be returned to us and the shares will be cancelled.  The issuance of
these  securities  was made in reliance on Section 4(2) of the Securities Act of
1933 as a transaction  not  involving any public  offering.  No  advertising  or
general  solicitation was employed in offering the securities,  the offering and
sale was made to one entity that is a business associate,  Sunborne  represented
their  intention to acquire the securities for investment  purposes only and not
with  a view  to any  further  distribution  thereof  in  violation  of  federal
securities laws, and appropriate  legends  restricting  transfer were affixed to
the share certificate representing the shares.

Item 5.       Other Information

On February 28, 2002,  we filed a Form 8-A with the United  States  Securities &
Exchange  Commission to register our shares of common  stock,  par value $0.001,
pursuant to section 12(g) of the Securities & Exchange Act of 1934.

On April 11, 2002, the United States Securities & Exchange  Commission  accepted
for  filing  our  application  to  withdraw  our  previously-filed  registration
statement  on Form SB-2,  SEC File No.  333-64832,  with  respect to a secondary
offering of 52,978,350 shares of common stock .

Item 6.      Exhibits and Reports on Form 8-K

         Reports on Form 8-K: The following reports on Form 8-K were filed by us
during the three-month period ended March 31, 2002:

         (i)      Form 8-K filed March 14, 2002 with respect to a change in our
                  certifying accountant.

         (ii)     Form 8-K filed March 19, 2002 with  respect to  settlement  of
                  outstanding litigation and corporate debt.

         Exhibits:

         99.1      Certification pursuant to 18 U.S.C. Section 1350



<PAGE>




                                   SIGNATURES

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


                                             CIRTRAN CORPORATION

Date:   September 30, 2002                   By: /s/  Iehab J. Hawatmeh,
                                                      President

<PAGE>


                                  CERTIFICATION

         I, Iehab J. Hawatmeh, certify that:

1.            I have reviewed this quarterly report on Form 10-QSB/A of CirTran
              Corporation;

2.            Based on my knowledge,  this quarterly report does not contain any
              untrue  statement  of a material  fact or omit to state a material
              fact  necessary  to make  the  statements  made,  in  light of the
              circumstances   under  which  such   statements   were  made,  not
              misleading  with respect to the period  covered by this  quarterly
              report; and

3.            Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information  included in this quarterly report,  fairly
              present in all material respects the financial condition,  results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this quarterly report.


September 30, 2002                         /s/  IEHAB J. HAWATMEH
                                           Iehab J. Hawatmeh, President,
                                           Chief Financial Officer and Director

<PAGE>