UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

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

For the transition period from _______________ to _______________

Commission File No. 000-49654

CirTran Corporation

(Exact name of registrant as specified in its charter)

Nevada

68-0121636

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

6360 S Pecos Road, Suite 8, Las Vegas, NV 89120

(Address of principal executive offices and zip code)

(801) 963-5112

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~May~~August 919, 2024, there were 4,945,417 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

Item		Page
	Part I—Financial Information
1	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (Audited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 (Audited)	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
3	Quantitative and Qualitative Disclosures about Market Risk	1518
4	Controls and Procedures	1518
	Part II—Other Information
6	Exhibits	1719
	Signatures	1820

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CIRTRAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	~~2,996~~—		$	—
Inventory		~~858~~802,~~350~~312			815,612
Deposits on inventory		22,508			26,983
Deposits on inventory - related party		~~216~~619,~~113~~189			224,411
Deposits on inventory		~~216~~619,~~113~~189			224,411
Accounts receivable		30112,~~179~~225			21,536
Other current assets		~~431~~411,~~348~~715			441,095
Total current assets		1,~~561~~967,~~494~~949			1,529,637
Investment in securities at cost		300,000			300,000
Property and equipment, net of accumulated depreciation		1716,~~697~~478			18,925
Total assets	$	12,~~879~~284,~~191~~427		$	1,848,562
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~640~~657,~~725~~620		$	625,848
Liabilities for product returns and credits		8,701			8,701
Short-term advances payable		~~162~~165,~~966~~466			172,966
Short-term advances payable - related parties		21,882			21,882
Short-term advances payable		21,882			21,882
Accrued liabilities		23,~~955~~234,~~068~~199			2,889,389
Accrued payroll and compensation expense		5,~~092~~181,~~261~~116			5,067,213
Accrued interest, current portion		56,~~902~~177,~~897~~849			5,758,603
Convertible debenture, current portion, net of discounts		264,284			264,284
Note payable, current portion		90,000			90,000
Note payable to stockholders		151,833			151,833
Note payable		151,833			151,833
Derivative liability		1,~~545~~623,~~391~~196			1,296,937
Liabilities from discontinued operations		4,~~549~~587,~~336~~598			4,511,075
Total current liabilities:		2122,~~385~~163,~~344~~744			20,858,731
Deferred tax liability		55,946			55,946
Note payable, net of current portion		~~632~~630,~~545~~454			634,636
Convertible debenture, net of current portion, net of discount		2,~~102~~127,~~129~~165			2,077,934
Total liabilities		24,~~175~~977,~~964~~309			23,627,247
Commitments and contingencies		—			—
Stockholders’ deficit:
Common stock, par value $0.001; 100,000,000 shares authorized; 4,945,417 shares issued and outstanding		4,945			4,945
Additional paid-in capital		37,233,561			37,233,561
Accumulated deficit		(59,~~535~~931,~~279~~388	)		(59,017,191	)
Total stockholders’ deficit		(22,~~296~~692,~~773~~882	)		(21,778,685	)
Total liabilities and stockholders’ deficit	$	12,~~879~~284,~~191~~427		$	1,848,562

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

CIRTRAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
Net sales	$	429,391		$	213,409
	2024			2023			2024			2023
Cost of sales		157,897			85,707
Net sales	$	390,491		$	458,511		$	819,882		$	671,920
Gross profit		271,494			127,702
Cost of sales		168,564			270,010			326,461			355,717
Operating expenses
Gross profit		221,927			188,501			493,421			316,203
Employee costs		125,229			136,695
Operating expenses
Selling, general and administrative expenses		192,686			138,678
Employee costs		125,673			137,107			250,902			273,802
Total operating expenses		317,915			275,373
Selling, general and administrative expenses		190,548			150,515			383,234			289,193
Loss from operations		(46,421	)		(147,671	)
Total operating expenses		316,221			287,622			634,136			562,995
Other income (expense)
Loss from operations		(94,294	)		(99,121	)		(140,715	)		(246,792	)
Interest expense		(184,952	)		(183,288	)
Other income (expense)
Gain on forgiveness of debt		—			13,000
Interest expense		(185,748	)		(186,771	)		(370,700	)		(370,059	)
Loss on derivative valuation		(248,454	)		(124,545	)
Gain on forgiveness of debt		—			—			—			13,000
Total other expense		(433,406	)		(294,833	)
Gain (loss) on derivative valuation		(77,805	)		80,042			(326,259	)		(44,503	)
Net loss from continuing operations		(479,827	)		(442,504	)
Other income					1,124						1,124
Loss from discontinued operations		(38,261	)		(37,841	)
Total other expense		(263,553	)		(105,605	)		(696,959	)		(400,438	)
Net loss before income tax		(518,088	)		(480,345	)
Net loss from continuing operations		(357,847	)		(204,726	)		(837,674	)		(647,230	)
Income tax benefit (expense)		—			—
Loss from discontinued operations		(38,262	)		(38,261	)		(76,523	)		(76,102	)
Net loss	$	(518,088	)	$	(480,345	)
Net loss before income tax		(396,109	)		(242,987	)		(914,197	)		(723,332	)
Net loss from continuing operations per common share, basic and diluted	$	(0.10	)	$	(0.09	)
Income tax		—			—			—			—
Net loss from discontinued operations per common share, basic and diluted	$	(0.01	)	$	(0.01	)
Net loss	$	(396,109	)	$	(242,987	)	$	(914,197	)	$	(723,332	)
Net loss per common share, basic and diluted	$	(0.10	)	$	(0.10	)
Net loss from continuing operations per common share, basic and diluted	$	(0.07	)	$	(0.04	)	$	(0.17	)	$	(0.13	)
Basic and diluted weighted average common shares outstanding		4,945,417			4,945,417
Net loss from discontinued operations per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.05	)	$	(0.18	)	$	(0.15	)
Basic and diluted weighted average common shares outstanding		4,945,417			4,945,417			4,945,417			4,945,417

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

CIRTRAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(Unaudited)

	Shares		Amount		Capital		Deficit			deficit
	Common Stock				Additional Paid-in		Accumulated			Total stockholders’
	Shares		Amount		Capital		Deficit			deficit
Balance, December 31, 2023		4,945,417	$	4,945	$	37,233,561	$	(59,017,191	)	$	(21,778,685	)
Net income		—		—		—		(518,088	)		(518,088	)
Net loss		—		—		—		(518,088	)		(518,088	)
Balance, March 31, 2024		4,945,417	$	4,945	$	37,233,561	$	(59,535,279	)	$	(22,296,773	)
Net income		—		—		—		(396,109	)		(396,109	)
Balance, June 30, 2024		4,945,417	$	4,945	$	37,233,561	$	(59,931,388	)	$	(22,692,882	)

	Common Stock				Additional Paid-in		Accumulated			Total stockholders’
	Shares		Amount		Capital		Deficit			deficit
Balance, December 31, 2022		4,945,417	$	4,945	$	37,233,561	$	(79,305,551	)	$	(42,067,045	)
Balance		4,945,417	$	4,945	$	37,233,561	$	(79,305,551	)	$	(42,067,045	)
Net loss		—		—		—		(480,345	)		(480,345	)
Net income (loss)		—		—		—		(480,345	)		(480,345	)
Balance, March 31, 2023		4,945,417		4,945		37,233,561		(79,785,896	)		(42,547,390	)
Balance, March 31, 2023		4,945,417	$	4,945	$	37,233,561	$	(79,785,896	)	$	(42,547,390	)
Balance		4,945,417		4,945		37,233,561		(79,785,896	)		(42,547,390	)
Balance		4,945,417	$	4,945	$	37,233,561	$	(79,785,896	)	$	(42,547,390	)
Net loss		—		—		—		(242,987	)		(242,987	)
Net income (loss)		—		—		—		(242,987	)		(242,987	)
Balance, June 30, 2023		4,945,417	$	4,945	$	37,233,561	$	(80,028,883	)	$	(42,790,377	)
Balance		4,945,417	$	4,945	$	37,233,561	$	(80,028,883	)	$	(42,790,377	)

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

CIRTRAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2024			2023
	For the Six Months Ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(~~518~~914,~~088~~197	)	$	(~~480~~723,~~345~~332	)
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Loss from discontinued operations		3876,~~261~~523			3776,~~841~~102
Depreciation expense		12,~~228~~447			~~922~~1,893
Loss on derivative valuation		~~248~~326,~~454~~259			~~124~~44,~~545~~503
Debt discount amortization		2449,~~195~~231			2347,~~302~~148
Gain on settlement of debt		—			(13,000	)
Changes in operating assets and liabilities:
Inventory		~~(42~~13,~~738~~300	)		44(86,~~378~~530	)
Deposits on inventory		4,475			—(10,000	)
Deposits on inventory - related party		8(394,~~298~~778	)		~~274~~417,~~479~~633
Accounts receivable		(890,~~643~~689	)		20(80,~~942~~936	)
Other current assets		929,~~747~~380			(1175,~~835~~429	)
Accounts payable		1431,~~877~~772			(~~264~~201,~~166~~395	)
Liabilities for product returns and credits		—			~~214~~82,~~868~~091
Accrued liabilities		65344,~~679~~810			72139,~~293~~786
Accrued payroll and compensation		25113,~~048~~903			66151,~~558~~708
Accrued interest		~~144~~419,~~294~~246			85208,~~816~~943
Net cash provided by operating activities		15,087			196,598
Net cash provided (used) by operating activities		11,682			(20,815	)
Cash flows from investing activities:		—			—
Purchase of property and equipment		—			(8,414	)
Net Cash used in investing activities		—			(8,414	)
Cash flows from financing activities:
Repayments of loans payable		(1211,~~091~~682	)		—
Repayments of related-party loans		—			(15,788	)
Proceeds from loans payable		—			65,925
Net Cash used by financing activities		(12,091	)		(15,788	)
Proceeds from related-party loans		—			13,858
Net change in cash		2,996			180,810
Repayments of related-party loans		—			(32,970	)
Net Cash (used) provided by financing activities		(11,682	)		46,813
Net change in cash		—			17,584
Cash, beginning of period		—			18,081
Cash, end of period	$	~~2,996~~—		$	~~198~~35,~~891~~665
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

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

CIRTRAN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2024

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

In 1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah), acquired substantially all the assets and certain liabilities of Circuit Technology, Inc., founded by our president, Iehab Hawatmeh.

We, together with our majority-owned subsidiaries, manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. Since entering our 2019 five-year manufacturing and distribution agreement with an unrelated party, our efforts have been devoted to phase one of our development of all HUSTLER®-branded products, which led us to generating revenue during 2020 for the first time in several years.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in our Form 10-K for the fiscal year ended December 31, 2023. In the opinion of our management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position, as of ~~March~~June 3130, 2024, and the results of our operations and cash flows for the ~~three~~six months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the company and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran Asia, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

In preparing the financial statements in accordance with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.

Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2024 and December 31, 2023.

Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2024 and December 31, 2023.

Revenue Recognition

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements. We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, we recognized revenue of $1948,~~515~~004 and $5223,~~570~~228, respectively, related to the performance ~~obligations~~ obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset has been recorded for customer acquisition costs. We have not recognized impairment losses related to the receivables from these contracts during the ~~three~~ six months ended ~~March~~June 3130, 2024 and 2023.

Additionally, we recognized revenues of $~~409~~771,~~876~~878 and $~~160~~648,~~839~~692 during the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively, related to the delivery of products to our customers. Each delivery is based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place, time, and price. We recognize revenue under the unique contract upon fulfillment of our performance obligations therein, typically limited to the delivery of product.

The Company also recognizes revenue from advanced royalty payments per the terms in its Manufacturing and Distribution Agreement with one of its distributors. The royalty to be received is calculated based on 8% of gross sales, with an annual minimum royalty paid upfront per calendar year for the term of the contract. There is a non-refundable $350,000 Minimum Royalty for FY 2023. The Company recognizes the minimum royalty and corresponding expense at the time of receipt.

Accounts Receivable

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount receivable to its net realizable value when needed. As ~~March~~of 31June 30, 2024 and December 31, 2023, the Company has not recorded an allowance for doubtful accounts.

Investment in Securities

Our cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at ~~March~~June 3130, 2024 and December 31, 2023. Because we owned less than 20% of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using the cost method. Pursuant to ASC 321, the Company also searched for observable transactions in the investee’s stock and found none.

We evaluated the investment for impairment and determined there was none during the periods presented.

Inventories

Inventories are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead. Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of indirect manufacturing costs to the manufacturing process.

When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers that require them to purchase their inventory items in the event they cancel their business with us.

From time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet component and total $22,508 (non-related-party) and $~~216~~619,~~113~~189 (related-party) as of ~~March~~June 3130, 2024 and $26,983 (non-related-party) and $224,411 (related-party) as of December 31, 2023.

On most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product. The Company accrues those taxes on its balance sheet and expenses them per-unit basis as sold.

Inventory balances consisted of the following:

SCHEDULE OF INVENTORY

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Finished goods	$	~~817~~757,~~121~~818	$	772,589
Raw materials		4144,~~229~~494		43,023
Total	$	~~858~~802,~~350~~312	$	815,612

Fair Value of Financial Instruments

ASC 820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounts payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments. Derivative liabilities are measured using level 3 inputs.

Total Fair Value at March 31, 2024

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs(Level 3)

Total Fair Value at June 30, 2024

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Derivative liabilities

1,~~545~~623,~~391~~196

—

1,~~545~~623,~~391~~196

		Total Fair Value at December 31, 2023				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liabilities		$	1,296,937			$	—			$	—			$	1,296,937

Loss per Share

Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were approximately ~~462~~300,~~334~~617,000 and ~~179~~151,~~468~~982,~~200~~800 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively, due to the anti-dilutive effect these ~~would~~ would have on net loss per share. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares but may do so in the future.

Recently Issued Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change.

NOTE 3 — GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. We had a working capital deficiency of $1920,~~823~~195,~~850~~795 as of ~~March~~June 3130, 2024, and a net loss from continuing operations of $~~479~~837,~~827~~674 for the ~~three~~six months ended ~~March~~June 3130, 2024. As of ~~March~~June 3130, 2024, we had an accumulated deficit of $59,~~535~~931,~~279~~388. These conditions raise substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

In the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses. We may experience a cash shortfall and be required to raise additional capital.

Historically, we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our shareholders and us.

NOTE 4 — PROPERTY AND EQUIPMENT

We incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies used in the manufacture of products.

Property and equipment and estimated service lives consist of the following:

	March 31, 2024			December 31, 2023			Useful Life (years)
	June 30, 2024			December 31, 2023			Useful Life (years)
Furniture and office equipment	$	12,212		$	12,212		5-10
Vehicles		18,672			18,672		3-7
Total		30,884			30,884
Less: accumulated depreciation		(1314,~~187~~406	)		(11,959	)
Property and equipment, net	$	1716,~~697~~478		$	18,925

We recorded $12,~~228~~447 and $~~922~~1,893 of depreciation expense during the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023.

NOTE 5 — RELATED PARTY TRANSACTIONS

In 2007, we issued a 10% promissory note to a family member of our president in exchange for $300,000. The note was due on demand after May 2008. There were no repayments made during the periods presented. At March 31, 2024 and December 31, 2023, the principal amount owing on the note was $151,833 and $151,833, respectively. No demand for payment has been made.

On March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $315,000 ($105,000 each). Under the terms of these three $105,000 notes, we received total proceeds of $300,000 and agreed to repay the amount received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum. We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of March 31, 2024 and December 31, 2023, was $72,466 and $72,466, respectively. No demand for payment has been made.

There were $21,882 and $21,882 of short-term advances due to related parties as of March 31, 2024 and December 31, 2023, respectively.

We have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer. The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price of $0.10. Mr. Hawatmeh held outstanding options to purchase 30,000 shares of common stock as of March 31, 2024. See Note 11–Stock Options and Warrants.

As of March 31, 2024 and December 31, 2023, we owed our president a total of $433,379 and $433,379, respectively, in unsecured advances. The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived by our president on these loans. These amounts are included in our liabilities from discontinued operations.

During the three months ended March 31, 2024, we had a net decrease in deposits with a related-party inventory supplier totaling $8,298. The related party is an entity controlled by our chief executive officer. All transactions were at a 2% markup over the related-party’s cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $251,788 and $837,618 during the periods ended March 31, 2024 and December 31, 2023, respectively.

NOTE 5 — RELATED PARTY TRANSACTIONS

In 2007, we issued a 10% promissory note to a family member of our president in exchange for $300,000. The note was due on demand after May 2008. There were no repayments made during the periods presented. At June 30, 2024 and December 31, 2023, the principal amount owing on the note was $151,833 and $151,833, respectively. No demand for payment has been made.

On March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $315,000 ($105,000 each). Under the terms of these three $105,000 notes, we received total proceeds of $300,000 and agreed to repay the amount received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum. We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of June 30, 2024 and December 31, 2023, was $72,466 and $72,466, respectively. No demand for payment has been made.

There were $21,882 and $21,882 of short-term advances due to related parties as of June 30, 2024 and December 31, 2023, respectively.

We have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer. The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year. Mr. Hawatmeh held outstanding options to purchase 24,000 shares of common stock as of June 30, 2024. See Note 11–Stock Options and Warrants.

As of June 30, 2024 and December 31, 2023, we owed our president a total of $433,379 and $433,379, respectively, in unsecured advances. The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived by our president on these loans. These amounts are included in our liabilities from discontinued operations.

During the six months ended June 30, 2024, we had a net increase in deposits with a related-party inventory supplier totaling $394,778. The related party is an entity controlled by our chief executive officer. All transactions were at a 2% markup over the related-party’s cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $562,290 and $837,618 during the periods ended June 30, 2024 and December 31, 2023, respectively.

NOTE 6 — OTHER ACCRUED LIABILITIES

Accrued tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”) and other tax entities.

Accrued liabilities consist of the following:

SCHEDULE OF ACCRUED LIABILITIES

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Tax liabilities	$	3839,~~335~~616	$	37,228
Accrued Royalty - Globrands LLC		~~970~~963,~~581~~081		1,092,915
Other		12,~~946~~231,~~152~~502		1,759,246
Total	$	23,~~955~~234,~~068~~199	$	2,889,389

Other accrued liabilities as of ~~March~~June 3130, 2024 and December 31, 2023, include a non-interest-bearing payable totaling $45,000 and $45,000, respectively, that is due on demand and customer deposits totaling $12,~~924~~196,~~814~~164 and $1,735,109, respectively.

Accrued payroll and compensation liabilities consist of the following:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Director fees	$	135,000	$	135,000
Bonus expenses		~~121~~126,858		121,858
Commissions		2,148		2,148
Consulting		409,822		438,822
Administrative payroll		4,~~423~~507,~~433~~288		4,369,385
Total	$	5,~~092~~181,~~261~~116	$	5,067,213

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Litigation and Claims

Various vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our current liabilities, except where we believe collection or enforcement of the judgments is barred by the applicable statute of limitations, in which case the liabilities have been eliminated. We have not accrued any liability for claims or judgments that we have determined to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.

Playboy Enterprises, Inc.

Our affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012 asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment of $6.6 million to Playboy against Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the circuit court. The balance due related to this judgment, has been included in liabilities in discontinued operations. As of December 31, 2023, the Company received legal representation that the judgement can no longer be enforced after seven years, as a result, the Company has recognized a gain from discontinued operations of $18,878,359 of time barred debt previously included in liabilities from discontinued operations.

Delinquent Payroll Taxes, Interest, and Penalties

In November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest, and penalties, which required us to pay $500,000, remain current in our payment of taxes for five years, and forego claiming any net operating losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $1,455,767 waived by the Offer. In June 2013, we entered into a partial installment agreement to pay $768,526 in unpaid 2009 payroll taxes, which required us to pay the IRS 5% of cash deposits. The monthly payments were to continue until the account balances were paid in full or until the collection statute of limitation expired on October 6, 2020. We are currently in communication with the IRS regarding the statute of limitations on this settlement and appropriate next steps. During the year ended December 31, 2023, the Company wrote off $512,520 as time barred debt. The amounts of $5,164 and $5,164 were due as ~~March~~June 3130, 2024 and December 31, 2023, respectively.

1112

Employment Agreements

We engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively terminating the agreement. However, the amendment to his employment agreement in September 2017 reinstated Mr. Hawatmeh to his previous positions, with a salary in an amount to be determined. Among other things, the reinstated employment agreement: (a) grants options to purchase a minimum of 6,000 shares of our stock each year, with an exercise price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b) provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by our board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal to 5% of our earnings before interest, taxes, depreciation, and amortization for the applicable quarter; (ii) bonuses equal to 1% of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual bonus (payable quarterly) equal to 1% of our gross sales of all products, net of returns and allowances. On January 1, 2020, we resumed accruing wages for our chief executive officer. A total of $74,124 and $345,000 was accrued during the periods ended ~~March~~June 3130, 2024 and December 31, 2023, respectively.

We also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each year.

License Agreements

We have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.

NOTE 8 — NOTES PAYABLE

Notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Note payable to former service provider for past due account payable (current)	$	90,000	$	90,000
Note payable for settlement of debt (long-term)		500,000		500,000
Small Business Administration loan		~~132~~130,~~545~~454		134,636
Total	$	~~722~~720,~~545~~454	$	724,636

There is $~~379~~391,~~806~~648 and $366,626 of accrued interest due on these notes as of ~~March~~June 3130, 2024 and December 31, 2023, respectively.

NOTE 9 — CONVERTIBLE DEBENTURES

Convertible debentures consisted of the following:

SCHEDULE OF CONVERTIBLE DEBENTURES

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022	$	200,000		$	200,000
Convertible debenture, 5% stated interest rate, secured by all our assets, due on February 8, 2022		25,000			25,000
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022		25,000			25,000
Convertible debenture, 5% stated interest rate, secured by all our assets, due on December 8, 2022		25,000			25,000
Convertible debenture, 5% stated interest rate, secured by all our assets, due on April 30, 2027		2,390,528			2,390,528
Subtotal	$	2,665,528		$	2,665,528
Less: discounts		(299,115	)		(323,310	)
Debt carrying amount	$	2,665,528		$	2,665,528
Total	$	2,366,413		$	2,342,218
Less: discounts		(274,079	)		(323,310	)
Total	$	2,391,449		$	2,342,218
Less: current portion		(264,284	)		(264,284	)
Long-term portion	$	2,~~102~~127,~~129~~165		$	2,077,934

The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or the lowest bid price for the 20 trading days prior to conversion.

As of ~~March~~June 3130, 2024 and December 31, 2023, we had accrued interest on the convertible debentures totaling $1,~~954~~988,~~819~~046 and $1,921,590, respectively.

NOTE 10 — DERIVATIVE LIABILITIES

As discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $2,665,528 with the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser of $100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change. We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo simulation as of ~~March~~June 3130, 2024, using the following assumptions:

Volatility	~~114.8% - 127.5~~	130% - 138.2	%
Risk-free rates		4.8391% - 45.9802	%
Stock price	$	0.~~025~~016
Remaining life		0.25- 32.0883 years

The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $~~248~~326,~~454~~259 and $~~124~~44,~~545~~503 during the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively. As of ~~March~~June 3130, 2024 and December 31, 2023, the fair market value of the derivatives aggregated $1,~~545~~623,~~391~~196 and $1,296,937, respectively.

NOTE 11 — STOCK OPTIONS AND WARRANTS

Stock Incentive Plans

As of ~~March~~June 3130, 2024 and December 31, 2023, we had no unrecognized compensation related to outstanding options that have not yet vested at at year-end that would be recognized in subsequent periods.

As of ~~March~~June 3130, 2024 and December 31, 2023, there were 4032,000 options issued and vested with a weighted average exercise price of $0.~~03 and~~01 and a weighted average remaining life of 12.6848 years. Outstanding options as of ~~March~~June 3130, 2024, consisted of:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Exercise Price		Count		Average Exercise		Remaining Life		Exercisable
$	0.01		32,000		0.01		2.48		32,000
$	0.10		8,000		0.10		4.75		8,000
	Total		40,000		0.03		2.94		40,000

NOTE 12—DISCONTINUED OPERATIONS

At October 21, 2016, we exited the beverage licensing and distribution business. The assets and liabilities associated with this ~~business~~ business are displayed as assets and liabilities from discontinued operations as of ~~March~~June 3130, 2024 and December 31, 2023. Additionally, the revenues and costs associated with this business are displayed as losses from discontinued operations.

During the year ended December 31, 2023, the Company received legal representation that the judgement related to Play Beverages, LLC, (Note 7) can no longer be enforced after seven years, as a result, the Company has recognized a gain from discontinued operations of $18,873,932 of time barred debt previously included in liabilities from discontinued operations.

SCHEDULE OF DISCONTINUED OPERATIONS

Total assets and liabilities included in discontinued operations were as follows:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Assets from Discontinued Operations:
Cash	$	—	$	—
Total assets from discontinued operations	$	—	$	—
Liabilities from Discontinued Operations:
Accounts payable	$	283,818	$	283,818
Accrued liabilities		58,184		58,184
Accrued interest		1,~~674~~713,~~885~~147		1,636,624
Accrued payroll and compensation expense		122,864		122,864
Current maturities of long-term debt		239,085		239,085
Related-party payable		—		—
Short-term advances payable		2,170,500		2,170,500
Total liabilities from discontinued operations	$	4,~~549~~587,~~336~~598	$	4,511,075

Net loss from discontinued operations for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, were comprised of the following components:

	2024			2023
	Three Months ended March 31,
	Six Months ended June 30,
	2024			2023
Other expense:
Interest expense		(3876,~~261~~523	)		(3776,~~841~~102	)
Net loss from discontinued operations	$	(3876,~~261~~523	)	$	(3776,~~841~~102	)

NOTE 13 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the unaudited consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements.

1315

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

The following discussion should be read in conjunction with our condensed consolidated unaudited financial statements and notes to our unaudited financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Overview

Based on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products, including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more than 50 key, international markets.

Since 2021, we continue under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name.

Results of Operations for the Three Months Ended ~~March~~June 3130, 2024, Compared to the Three Months Ended ~~March~~June 3130, 2023

Sales and Cost of Sales

During the three months ended ~~March~~June 3130, 2024 and 2023, we had net sales of $~~429~~390,~~391~~491 and $~~213~~458,~~409~~511, respectively, ana ~~increase~~decrease of $~~215~~68,~~982~~020 or ~~101~~14.28%. We had cost of sales of $~~157~~168,~~897~~564 and $85270,~~707~~010, respectively, for gross profit of $~~271~~221,~~494~~927 and $~~127~~188,~~702~~501, respectively. Revenues are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution agreement. ~~The increase in revenue in the current period is due to additional income from the licensing of novelties in an international territory.~~

Operating Expenses

During the three months ended ~~March~~June 3130, 2024 and 2023, employee costs were $125,~~229~~673 and $~~136~~137,~~695~~107 respectively, a decrease of $11,~~466~~434 or 8.43%. Employee costs decreased in the current period due to efficiencies based on the current business level.

Selling, general, and administrative expenses (“S,G&A”) were $~~192~~190,~~686~~548 and $~~138~~150,~~678~~515, respectively, an increase of $5440,~~008~~033 or 3826.95%. ~~The~~ The increase in S,G&A expenses period over period was the result of additional marketing spending to support the brand.

Other Expense

Total other expense during the three months ended ~~March~~June 3130, 2024 was $~~433~~263,~~406~~553 compared to $~~294~~105,~~833~~605 for the prior period. In the current period we had $~~184~~185,~~952~~748 of interest expense and a loss of $~~248~~77,~~454~~805 on derivative valuation. In the prior period we had $~~183~~186,~~288~~771 of interest expense, a ~~loss~~gain of $~~124~~80,~~545~~042 on derivative valuation and aother ~~gain~~income ~~on forgiveness~~ of ~~debt of~~ $131,~~000~~124.

Net Loss

Our net loss from continuing operations for the three months ended ~~March~~June 3130, 2024, was $~~479~~357,~~827~~847 compared to $~~442~~204,~~504~~726 for the three months ended ~~March~~June 3130, 2023, an increase of $37153,~~323~~121. Our net loss increased in the current period mainly due to the increase of our other expense.

Results of Operations for the Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023

Sales and Cost of Sales

During the six months ended June 30, 2024 and 2023, we had net sales of $819,882 and $671,920, respectively, an increase of $147,962 or 22%. We had cost of sales of $326,461 and $355,717, respectively, for gross profit of $493,421 and $316,203, respectively. Revenues are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution agreement. The increase in revenue in the current period is due to additional income from the licensing of novelties in an international territory.

Operating Expenses

During the six months ended June 30, 2024 and 2023, employee costs were $250,902 and $273,802 respectively, a decrease of $22,900 or 8.4%. Employee costs decreased in the current period due to efficiencies based on the current business level.

Selling, general, and administrative expenses (“S,G&A”) were $383,234 and $289,193, respectively, an increase of $94,041 or 32.5%. The increase in S,G&A expenses period over period was the result of additional marketing spending to support the brand.

Other Expense

Total other expense during the six months ended June 30, 2024 was $696,959 compared to $400,438 for the prior period. In the current period we had $370,700 of interest expense and a loss of $326,259 on derivative valuation. In the prior period we had $370,059 of interest expense, a loss of $44,503 on derivative valuation, a gain on forgiveness of debt of $13,000 and other income of $1,124.

Net Loss

Our net loss from continuing operations for the six months ended June 30, 2024, was $837,674 compared to $647,230 for the six months ended June 30, 2023, an increase of $190,444. Our net loss increased in the current period mainly due to the increase of our other expense.

Liquidity and Capital Resources

We have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was approximately $59.59 million at ~~March~~June 3130, 2024. As of ~~March~~June 3130, 2024, we had current assets of $~~1.6~~2 million and current liabilities of approximately ~~$21~~ $22 million, resulting in a working capital deficit of approximately $~~19.4~~20 million at ~~March~~June 3130, 2024.

Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2024, operations provided $1511,~~087~~682 of net cash, comprised of a loss of $~~518~~914,~~088~~197, noncash items totaling $~~312~~454,~~138~~460 consisting primarily of losses recognized from the changes in fair values of derivative liabilities and debt discount amortization, and changes in working capital totaling $~~221~~471,~~037~~419. During the ~~three~~six months ended ~~March~~June 3130, 2023, operations ~~generated~~used $~~196~~20,~~598~~815 of net cash, comprised of a loss of $~~480~~723,~~345~~332, noncash items totaling $~~173~~156,~~610~~646 consisting primarily of losses recognized from the changes in fair values of derivative liabilities and debt discount amortization, and changes in working capital totaling $~~503~~545,~~333~~871.

Investing Activities

There were no investing activities during the ~~three~~six months ended ~~March~~June 3130, 2024. ~~and~~During the six months ended June 30, 2023, we used $8,414 for investing activities for the purchase of equipment.

Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2024, financing activities used $1211,~~091~~682 of cash, compared to ~~using~~providing $1546,~~788~~813 of cash during the ~~three~~six months ended ~~March~~June 3130, 2023. Cash used in financing consisted of repayments of loans.

Our Capital Resources and Anticipated Requirements

Our monthly operating costs are approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and capital expenditures. We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and operational streamlining. We have only recently begun to generate enough cash to sustain our day-to-day operations, and we expect to access external capital resources in the future to fund any new projects we may undertake. We cannot assure that we will be successful in obtaining such capital.

If we seek infusions of capital from investors, it is unlikely that we will be able to obtain additional debt financing. If we did incur additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

Our issuance of additional shares for equity or for conversion of debt could dilute the value of our common stock and existing stockholders’ positions.

Convertible Debentures and Note Payable

We currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity, with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal balance of $2.4 million, with accrued interest of $~~1.9~~2 million as of ~~March~~June 3130, 2024. We also have four additional convertible debentures with Tekfine with maturity dates ranging from December 8, 2022, until December 30, 2022, totaling $275,000, unless earlier converted. The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending on the instrument) or the lowest bid price for the 20 trading days prior to conversion.

As of ~~March~~June 3130, 2024, there is $21,882 of short-term advances due to related parties. The advances are due on demand and included in current liabilities. No demand for payment has been made.

Going Concern

These interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we not be unable to continue as a going concern.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 – Summary of Significant Accounting Policies for discussion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~March~~June 3130, 2024, we carried out an evaluation, under the supervision and with the participation of management, including our chief ~~executive~~ executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of ~~March~~June 3130, 2024, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended ~~March~~June 3130, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing.

Item 32	Section 1350 Certifications
32.01	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

Item 101	Interactive Data File
101.INS	Inline XBRL Instance Document	This filing.
101.SCH	Inline XBRL Taxonomy Extension Schema	This filing.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	This filing.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	This filing.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	This filing.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	This filing.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the document’s sequence.

The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such filing or document.

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SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIRTRAN CORPORATION
Dated: May 15, 2024	By:	/s/ Iehab Hawatmeh
Dated: August 23, 2024	By:	/s/ Iehab Hawatmeh
		Iehab Hawatmeh, President
		Principal Executive and Financial Officer

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Filing Compare · CIRTRAN CORP