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

                                   FORM 10-QSB

                                   (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
                                                                    -----  -----

<PAGE>


                               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 212,272,191 at March 31, 2002 and
        160,951,005 at December 31, 2001                                                  212,272                    160,951
     Additional paid-in capital                                                         9,634,933                  5,977,164
     Treasury stock at cost                                                             (225,000)                          -
     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                                                         225,000                    -

</TABLE>


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

                       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 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

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.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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.  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 August 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 August 18,
2002,  any  portion  of  the  balance  remains  outstanding  and a  registration
statement with respect to the escrowed  shares has not been declared  effective,
the  plaintiff is entitled to 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.

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

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. 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:


     March 31, 2002                   Assembly        Technology      Total
     --------------                -------------     -----------   -----------

 Sales to external customers       $    338,358    $     302,972   $   641,330
 Intersegment sales                     154,246               --       154,246
 Segment loss                          (425,757)         (13,302)     (439,059)
 Segment assets                       3,270,995          628,091     3,899,086
 Depreciation and amortization          127,396            5,236       132,632


<TABLE>
<CAPTION>


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

             March 31, 2001
         <S>                                            <C>               <C>              <C>

         Sales to external customers                    $     381,534     $     268,951    $     650,485
         Intersegment sales                                   177,749                --          177,749
         Segment loss                                        (800,618)         (134,362)        (934,980)
         Segment assets                                     3,581,888           511,986        4,093,874

         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                            $    (439,059)   $    (934,980)
              Elimination of intersegment losses                                 13,302          134,362
                                                                          -------------    -------------

                                                                          $    (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.

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 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
$933,084,  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 our increase in sales during the first
three months of 2002.

         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.

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,  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 to exchange  19,987,853  shares of our common stock for
$1,499,090 in principal amount of this debt.

In January 2002, 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 various  stockholders.  In addition,  in connection  with these
shares-for-debt transactions, we issued a further 6,666,667 shares of restricted
common stock to the Saliba  Private  Annuity  Trust and the Saliba Living Trust,
principals of Abacus Ventures, in exchange for $500,000 cash.

Also,  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. A further  $200,000 was added to this
note payable during the quarter ended March 31, 2002 in respect of $200,000 cash
advanced to us. We continue to work with  vendors in an effort to convert  other
trade payables into  long-term  notes and common stock and to cure defaults with
lenders with forbearance agreements that we are able to service.

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.

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 $2,034,688
for  delinquent  payroll  taxes,  including  interest  estimated at $215,268 and
penalties estimated at $242,989. Of this amount,  approximately $234,187 was due
the State of Utah.  Concerning  the  amount  owed the State of Utah,  during the
first quarter of 2002,  we negotiated a payment  schedule of $4,000 per month in
respect of a total  amount owed of $104,241,  which  includes  tax,  penalty and
interest  calculated  through  the  date  of  our  last  payment.  Approximately
$1,197,000 is owed to the Internal Revenue Service.  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. In addition,  we have
committed to keeping current on deposits of our federal withholding amounts.

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 August 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 August 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 August 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  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."  In our opinion,
the offer and sale of these  shares was exempt by virtue of Section  4(2) of the
Securities Act and the rules promulgated thereunder.

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:         None



<PAGE>




                                   SIGNATURES

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


                                         CIRTRAN CORPORATION

Date:   May 21, 2002                     By: /s/  Iehab J. Hawatmeh, President