CIRTRAN CORP (Form: 10-K/A, Received: 04/30/2012 17:17:26)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

Commission File Number 000-49654

CirTran Corporation
(Exact name of registrant as specified in its charter)

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

4125 South 6000 West
West Valley City, Utah	84128
(Address of principal executive offices)	(Zip Code)
(801) 963-5112
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer o	Accelerated filer ¨
Non-accelerated filer o	Smaller reporting company x

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

State the aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2011, the aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the issuer was $4,126,020.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 29, 2012, issuer had 1,839,302,289 shares of issued and outstanding common stock, par value $0.001.

DOCUMENTS INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

This amendment effects a technical correction to Item 9A.

The other purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission on April 16, 2012, is to set forth the information required by Items 10, 11, 12, 13, and 14 of Part III because a definitive proxy statement containing such information will not be filed within 120 days after the end of the fiscal year covered by the previous filings. This amendment amends and restates in its entirety Items 10, 11, 12, 13, and 14 of Part III. Except as expressly set forth herein, this amendment does not reflect events occurring after the dates of the original filing or modify or update any other disclosures contained therein in any way other than as required to reflect the amendments discussed above. The references contained in the original filing to incorporation by reference of our definitive proxy statement are hereby deleted.

TABLE OF CONTENTS

Item		Page
	Part II
9A	Controls and Procedures	3

	Part III
10	Directors, Executive Officers and Corporate Governance	6
11	Executive Compensation	8
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
13	Certain Relationships and Related Transactions, and Director Independence	12
14	Principal Accounting Fees and Services	15

	Part IV
15	Exhibits, Financial Statement Schedules	16
--	Signatures	21

PART II

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2011, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2011, our disclosure controls and procedures were not effective to provide reasonable assurance as of December 31, 2011, because of certain deficiencies involving internal controls constituted material weaknesses, as discussed below. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weaknesses had any effect on the accuracy of our financial statements for the current reporting period.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2011, the following items that were previously reported as material control weaknesses were relieved:

Financial Reporting Process - We previously did not maintain an effective financial reporting process to prepare financial statements in accordance with generally accepted accounting principles. Specifically, we initially failed to appropriately account for and disclose the effects of the consolidation of Play Beverages, LLC, as a variable interest entity, impairment of long-lived assets, and proper accounting for embedded derivative liabilities. However, management believes that these issues have been addressed and appropriately reflected within this annual report and the included consolidated financial statements.

Inventory - We previously failed to maintain effective internal controls over the tracking of inventory and adjusting its corresponding cost to reflect lower of cost or market. However, management believes that this issue has been addressed and appropriately reflected within this annual report and the included consolidated financial statements.

Limitations on Effectiveness of Controls

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

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control of over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of December 31, 2011, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control - Integrated Framework as a basis for our assessment.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance respecting financial statement preparation and presentation. Further, 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.

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected.

Based on our evaluation of internal control over financial reporting, our management concluded that our internal control over financial reporting was not effective as of December 31, 2011.

As of December 31, 2011, management identified the following material weaknesses:

·	Control Environment - We did not maintain an effective control environment for internal control over financial reporting. Specifically, we concluded that we did not have appropriate controls in the following areas.

o	Segregation of Duties - As a result of limited resources and staff, we did not maintain proper segregation of incompatible duties. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

Entity Level Controls - We failed to maintain certain entity-level controls as defined by the framework issued by COSO. Specifically, our lack of staff does not allow us to effectively maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to lack of adequate staff with such expertise.

Financial Reporting Process - We did not maintain an effective financial reporting process to prepare financial statements in accordance with generally accepted accounting principles. Specifically, we initially failed to appropriately account for and recognize year-end accrued liabilities and long-term debt. We failed to maintain adequate controls over the financial closing process and the posting of manual journal entries. However, management believes that these issues have been addressed and appropriately reflected within this annual report and the included consolidated financial statements.

·	Access to Cash - Our president has debit cards for most of our bank accounts and the ability to transfer from his personal bank account and our bank accounts.

These weaknesses are continuing. Management and the board of directors are aware of these weaknesses that result because of limited resources and staff. Management has begun the process of formally documenting our key processes as a starting point for improved internal control over financial reporting. Efforts to fully implement the processes we have designed have been put on hold due to limited resources, but we anticipate a renewed focus on this effort in the near future. Due to our limited financial and managerial resources, we cannot assure when we will be able to implement effective internal controls over financial reporting.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Because we are a smaller reporting company, management’s report was not subject to attestation by our registered public accounting firm.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Name	Age	Title	Tenure

Iehab Hawatmeh	45	President, Chief Executive Officer, Chief Financial Officer, Chairman	July 2000 to date
Fadi Nora	51	Director	February 2007 to date
Kathryn Hollinger	61	Director, Controller	August 2011 to date

Iehab J. Hawatmeh

Iehab J. Hawatmeh founded our predecessor company in 1993 and has been our Chairman, President, and Chief Executive Officer since July 2000. Mr. Hawatmeh oversees all daily operations, including our technical and sales functions. Mr. Hawatmeh is currently functioning in a dual role as Chief Financial Officer. Prior to his involvement with our company, Mr. Hawatmeh was the Processing Engineering Manager for Tandy Corporation, Salt Lake City, Utah overseeing that company’s contract manufacturing printed circuit board assembly division. In addition, he was responsible for developing and implementing Tandy’s facility Quality Control and Processing Plan model. Mr. Hawatmeh received an MBA from University of Phoenix and a BS in Electrical and Computer Engineering from Brigham Young University. The board has reviewed Mr. Hawatmeh’s business background and service with our Company in connection with his qualification to sit as a member of our board. Based on his years of service as our executive officer, his background in the electronics assembly industry, and his engineering, financial, and corporate strategic planning background, the board has concluded that Mr. Hawatmeh is qualified to serve as a member of our board.

Fadi Nora

Fadi Nora is a self-employed investment consultant. He was formerly a director of ANAHOP, Inc., a private financing company in, Anaheim, California, and was a consultant for us and for several other projects and investment opportunities, including NFE Records, Tustin, California, and Focus Media Group, Tustin, California. He has been a member of our Board since February 2007. Prior to his affiliation with ANAHOP, Mr. Nora worked with Prudential Insurance services and its affiliated securities brokerage firm, Pru-Bach, as District Sales Manager, San Dimas, California. Mr. Nora received a BS in Business Administration from St. Joseph University, Beirut, Lebanon, in 1982, and an MBA – Master’s of Management from Azusa Pacific University School of Business in 1997 in California. He also received a certification in financial planning from the University of California at Los Angeles. The board has reviewed Mr. Nora’s background in the private financing brokerage industries in connection with his qualification to sit as a member of our board. Based on Mr. Nora’s prior work as a business consultant and his experience with investment opportunities, capital-raising transactions, and financial planning, the board has concluded that Mr. Nora is qualified to serve as a member of our board.

Kathryn Hollinger

Kathryn Hollinger has been with CirTran for 11 years as our controller. She has been involved with the day-to-day accounting and finance issues throughout her term with us. Ms. Hollinger studied mathematics and accounting at Northridge University (now Cal. State University Northridge) in California. Based on her years of service as our controller, her background in accounting, and finance, the board has concluded that Ms. Hollinger is qualified to serve as a member of our board.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% stockholders are also required by the SEC to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review of these forms that were furnished to us, and based on representations made by certain persons who were subject to this obligation that such filings were not required to be made, we believe that all reports that were required to be filed by these individuals and persons under Section 16(a) were filed on time in fiscal year 2011.

Committees of the Board of Directors

Our board of directors does not have separately designated audit, compensation, or nomination committees. Our entire board acts in these capacities. We do not have an audit committee financial expert as defined under Securities and Exchange Commission rules.

Director Independence

Under the definition of independent directors found in Nasdaq Rule 5605(a)(2), which is the definition we have chosen to apply, none of our directors is independent.

Board Leadership Structure

Mr. Hawatmeh currently holds the positions of chief executive officer, president, and chairman of our board. At this time, our board believes that combining the chairman and chief executive officer roles is most effective for our leadership and governance. Having one person as chairman and chief executive officer provides unified leadership and direction and strengthens the ability of our chief executive officer to develop and implement strategic initiatives and respond efficiently in various situations. Nevertheless, we continue to review the merits of separating these offices and will make such changes as our board determines to be in our best interests.

Board Role in Risk Oversight

While risk management is primarily the responsibility of our management team, our board of directors is responsible for overall supervision of our risk management efforts as they relate to the key business risks facing the organization. Management identifies, assesses, and manages the risks most critical to our operations and routinely advises the board on those matters. Those areas of material risk can include operational, financial, legal and regulatory, human capital, informational technology and security, and strategic and reputational risks. Our board’s role in risk oversight of our Company is consistent with our leadership structure, with senior management having responsibility for assessing and managing our risk exposure and our board providing oversight as necessary in connection with those efforts.

Our board also hears from third-party advisers in order to maintain oversight of risks that could affect us, including our outside accountants, counsel, and others. These advisers are consulted on a periodic basis and as particular issues arise in order to provide our board with the benefit of independent expert advice and insights on specific risk-related matters.

At its regularly scheduled meetings, our board also receives management updates on our business, including operational issues, financial results, and business outlook and strategy.

Our board also discusses with management our compliance with legal and regulatory requirements, our policies respecting risk assessment and management of risks that may affect us, and our system of disclosure control and system of controls over financial reporting.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that our board leadership structure supports this approach.

Code of Ethics

We expect that all of our directors, officers, and employees will maintain a high level of integrity in their dealings with us and on our behalf and will act in our best interests. We have adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for our directors, officers, and employees. This Code of Ethics is available on our website at www.cirtran.com under “Investor Relations--Corporate Governance.”

ITEM 11. EXECUTIVE COMPENSATION

2011 Summary Compensation Table

The following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer during the preceding fiscal year and each of our other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”):

Name and Principal Position	Year Ended Dec. 31	Salary ($)	Bonus ($)	Stock Award(s) ($)	Option Awards ($) (1)	Non- Equity Incentive Plan Compen- sation	Change in Pension Value and Non- Qualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Iehab J. Hawatmeh (2)	2011	465,000	31,629	--	11,868	--	--	24,543 (3)	533,039
President, Chief Executive Officer	2010	465,000	194,035	--	42,581	--	--	28,773 (4)	730,389

(1)	The amount is the fair value of the option awards on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Top 718. See notes 1 and 21 to our consolidated financial statements.

(2)	Mr. Hawatmeh did not receive cash payments for his salary or bonus during the 2010 and 2011 fiscal years. His salary and bonus expense have been accrued. Of the amount reported for 2011, $345,000 was accrued by us and $120,000 was accrued by our variable interest subsidiary, Play Beverages, LLC.

(3)	Includes $12,000 for car allowance and $12,543 for medical insurance premiums.

(4)	Includes $12,000 for car allowance and $16,773 for medical insurance premiums.

Employment Agreements — Change in Control

On August 1, 2009, we entered into an Employment Agreement with Iehab Hawatmeh, our President, which amends and restates in their entirety the Employment Agreement between us and Mr. Hawatmeh dated July 1, 2004, and the Amendment to Employment Agreement dated January 4, 2007. The term of the employment agreement continues until August 31, 2014, and automatically extends for successive one-year periods, with an annual base salary of $345,000. The Employment Agreement also grants to Mr. Hawatmeh options to purchase a minimum of 6,000,000 shares of our stock each year, with the exercise price of the options being the market price of our common stock as of the grant date. The Employment Agreement also provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by our board. The Employment Agreement includes additional incentive compensation as follows: a quarterly bonus equal to 5% of our earnings before interest, taxes, depreciation and amortization for the applicable quarter; bonuses equal to 1% of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and an annual bonus (payable quarterly) equal to 1% of the gross sales, net of returns, and allowances of all beverage products of our Company and our affiliates for the most recent fiscal year.

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

Under our Forbearance Agreement with our principal secured lender, YA Global Investments, L.P., all amounts payable to Mr. Hawatmeh and our other Named Executive Officers in excess of an aggregate of $120,000 per year is accrued and will not be paid until the obligation due YA Global is paid.

On March 5, 2010, we entered into a Separation Agreement with Shaher Hawatmeh. As of the date of the Separation Agreement, Mr. Hawatmeh’s employment with us terminated and he no longer has any further employment obligations with us. In consideration of his execution of this Separation Agreement, we agreed to pay separation pay of $210,000 in 26 biweekly payments, beginning March 19, 2010. Additional terms of the separation agreement include payment of all amounts necessary to cover health and medical premiums on behalf of Mr. Hawatmeh, his spouse, and dependents through April 20, 2010, all outstanding car allowances and expense ($750) due and owing as of February 28, 2010, satisfaction and payment by us (with a complete release of Mr. Hawatmeh) of all outstanding amounts due and owing on our corporate American Express Card (issued in the name of Shaher Hawatmeh), and the issuance and delivery to him of 10,000,000 shares of our common stock within a reasonable time following authorization by our stockholders of sufficient shares to cover such issuance. We have complied with all terms of the separation agreement.

On May 1, 2009, Play Beverages, LLC, a newly consolidated entity, entered into compensation agreements with its managers, Mr. Hawatmeh and Mr. Nora. The agreed compensation consists of a monthly fee of $10,000 for each manager, reimbursement of reasonable expenses on behalf of Play Beverages, a car allowance for Mr. Nora of $1,000 per month to cover the cost of use, fuel, and repairs. We have accrued $672,000 and $420,000 in compensation, which is included in related-party payables as of December 31, 2011 and 2010, respectively.

Outstanding Equity Awards at 2011 Year-End

The following table summarizes information regarding options and other equity awards exercised and the awards owned by the Named Executive Officers that have vested as of December 31, 2011:

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexer- cised Options (#) Exer- cisable	Number of Securities Underlying Unexercised Options (#) Unexer- cisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexer- cised Unearned Options(#)	Option Exercise Price($)	Option Expiration Date	Number of Shares or Units of Stock Held That Have Not Vested(#)	Market Value of Shares or Units of Stock That Have Not Vested($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)
Iehab J. Hawatmeh	6,000,000	--	--	0.013	01/18/12	--	--	--	--
	6,000,000	--	--	0.012	11/21/12	--	--	--	--

Director Compensation

The table below summarizes the compensation we paid to our directors for the fiscal year ended December 31, 2011:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compen- sation ($)	Total ($)

Iehab J. Hawatmeh (2)	--	--	--	--	--	--	--
Fadi Nora (3)	20,000	--	4,747	--	--	6,578	31,325
Kathryn Hollinger (4)	5,000	--	5,703	--	--	--	10,703

( 1)

The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes, excluding the effect of estimated forfeitures, for the fiscal year ended December 31, 2011, in accordance with accounting principles. Assumptions used in the calculation of these amounts are included in Note 21 to our audited financial statements for the year ended December 31, 2011.

(2)	Iehab Hawatmeh also served as our chief executive officer during 2011. He received compensation for his services as an executive officer, set forth above in the Summary Compensation Table. He did not receive any additional compensation for his services as director of our board.

(3)	Fadi Nora’s compensation was accrued, but not paid.

(4)	Kathryn Hollinger also served as our Controller during 2011. She received compensation for her services as a Controller. She did not receive any additional compensation for her services as director of our board in addition to the compensation that has been disclosed in the table above.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of April 30, 2012, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors and Named Executive Officers as a group, based on 1,829,302,289 shares of common stock outstanding. Except as otherwise indicated, each stockholder listed below has sole voting and investment power over the shares beneficially owned:

Name of Person or Group	Nature of Ownership	Amount	Percent

Principal Stockholders:
Iehab J. Hawatmeh	Common stock	102,633,761	5.6%
4125 South 6000 West	Options (1)	6,000,000	0.3%
West Valley City, Utah 84128

Directors:
Iehab J. Hawatmeh	--SEE ABOVE--

Fadi Nora	Common stock (2)	75,476,100	4.2%
	Options (3)	2,400,000	0.1%

Kathryn Hollinger	Common stock	13,333,333	0.7%
	Options (4)	--	--

All Executive Officers and Directors as a Group (3 persons):	Common Stock	191,443,194	10.5%
	Total	199,843,194	10.9%

_______________

(1)	Excludes options to purchase up to 24,000,000 shares that have been accrued for services provided during 2008, 2009, 2010, and 2011. These options can be exercised any time upon issuance at exercise prices ranging between $0.002 and $0.016 per share.

(2)	Includes 2,599,500 shares beneficially owned by Mr. Nora’s spouse. Includes 12,000,000 shares received from Mrs. Sawabini, on behalf of her husband Mr. Fakhouri.

(3)	Excludes options to purchase up to 9,600,000 shares that have been accrued for services provided during 2008, 2009, 2010, and 2011. These options can be exercised any time upon issuance at exercise prices ranging between $0.002 and $0.016 per share.

(4)	Excludes options to purchase up to 2,000,000 shares that have been accrued for services provided 2011. These options can be exercised any time upon issuance at an exercise price of $0.0021 per share.

The persons named in the above table have sole or shared voting and dispositive power respecting all shares beneficially owned, subject to community property laws where applicable. Beneficial ownership is determined according to the rules of the Securities and Exchange Commission, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power over that security. Each director, officer, or 5% or more stockholder, as the case may be, has furnished us information respecting beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of our common stock listed above, based on the information each of them has given to us, have sole or shared investment and voting power respecting their shares, except where community property laws may apply.

Equity Compensation Plan

The following table sets forth information regarding our equity compensation plans, including the number of securities to be issued upon the exercise of outstanding options, warrants, and rights; the weighted average exercise price of the outstanding options, warrants, and rights; and the number of securities remaining available for issuance under our stock plans at December 31, 2011:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	37,800,000	$0.013	20,400,000
Equity compensation plans not approved by security holders	--	--	--
Total	37,800,000	$0.013	20,400,000

All of these options are vested, have a weighted-average exercise price of $0.013, and expire between January 2012 and January 2013.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Global Marketing Alliance

We entered into an agreement with Global Marketing Alliance (“GMA”) and hired GMA’s owner as the Vice President of CirTran Online Corp., one of our subsidiaries. Under the terms of the agreement, we outsource to GMA the online marketing and sales activities associated with CirTran Online products. In return, we provide bookkeeping and management consulting services to GMA and pay GMA a fee equal to 5% of CirTran Online’s online net sales. In addition, GMA assigned to is all of its web-hosting and training contracts effective as of January 1, 2007, along with the revenue earned thereon, and we also assumed the related contractual performance obligations. We recognize the revenue collected under the GMA contracts and remit back to GMA a management fee approximating its actual costs. During 2011, we temporarily suspended our activities under this agreement to focus solely on the distribution and marketing of energy drinks. No revenues were recognized during 2011. We recognized revenues from GMA-related products and services in the amount $1,095,086 for the year ended December 31, 2010.

Transactions Involving Officers, Directors, and Stockholders

In 2007, we appointed Fadi Nora to our board of directors. In addition to compensation we normally pay to non-employee members of our board, Mr. Nora is entitled to a quarterly bonus equal to 0.5% of any gross sales earned by us directly through Mr. Nora’s efforts. As of December 31, 2011, we owed $52,403 under this arrangement. During the year ended December 31, 2011, Mr. Nora loaned us a total of $1,064,830 through cash contributed and expenses paid on our behalf. Mr. Nora received cash payments totaling $172,000 from us during the year ended December 31, 2011, in payment of our expenses paid by Mr. Nora on a personal credit card. As of December 31, 2011, we still owed Mr. Nora $1,299,829 in the form of unsecured advances. These advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived by Mr. Nora on these loans. In addition, we owed Mr. Nora $1,208,756 in accrued liabilities as of December 31, 2011, for selling, general, and administrative expenses that were paid for by Mr. Nora on a personal credit card.

We have agreed to issue 2,400,000 options each year to Mr. Nora as compensation for services provided as our director. The terms of the director agreement requires us to grant to Mr. Nora options to purchase 2,400,000 shares of our stock each year, with the exercise price of the options being the market price of our common stock as of the grant date. During the year ended December 31, 2011, we accrued for 2,400,000 stock options relating to the director agreement with Mr. Nora. The fair market value of the options was $4,747, using the following assumptions: estimated five-year term, estimated volatility of 167.47, and a discount rate of 2.02%.

In addition, on July 14, 2009, we entered into a Stock Purchase Agreement with Mr. Nora to sell to him 75,000,000 shares of our common stock at a purchase price of $0.003 per share, for a total of $225,000, payable through the conversion of outstanding loans made by him to us. Mr. Nora acknowledged in the purchase agreement that we did not have sufficient shares to satisfy the issuances and agreed that the shares would be issued once we had sufficient shares to do so. At the August 11, 2011, annual meeting, our stockholders approved increasing our authorized shares to 4,500,000,000. Thereafter, the 75,000,000 shares were issued in conversion of $225,000 of the amount payable to Mr. Nora.

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. During the years ended December 31, 2011 and 2010, we repaid principal and interest totaling $15,040 and $71,013, respectively. At December 31, 2011, the principal amount owing on the note was $151,833. On March 31, 2008, we issued to this same family member, along with four other Company shareholders, promissory notes totaling $315,000. The family member’s note was for $105,000. Under the terms of all the notes, 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. During 2011, we made no payments towards the outstanding notes. The principal balance owing on the promissory notes as of December 31, 2011, totaled $72,465.

On April 2, 2009, Iehab Hawatmeh, our president, and Fadi Nora, our director, borrowed from a third party a total of $890,000 in the form of four short-term promissory notes, which they personally guaranteed. Since the loans were used to pay our obligations, we have assumed full responsibility for the notes. Two of the notes were for a term of 60 days, with a 60-day grace period, a third note was for a term of 90 days, and a fourth note was for 24 days. Loan fees totaling $103,418 were incurred with the issuance of the notes and are payable upon maturity of the notes. At December 31, 2011, we showed the balance of $681,912 as part of short-term advances payable on the balance sheet. As of December 31, 2011, all four notes were in default and are accruing interest at the default rate of 36% per year.

We have agreed to issue 6,000,000 options each year to Iehab Hawatmeh, our president, as compensation for services provided as our officer. The terms of his employment agreement require us to grant to him options to purchase 6,000,000 shares of our common stock each year, with the exercise price to equal the market price of our common stock as of the grant date. During the year ended December 31, 2011, we accrued for 6,000,000 stock options relating to this employee agreement. The fair market value of the options was $11,868, using the following assumptions: estimated five-year term, estimated volatility of 167.47, and a discount rate of 2.02%.

As of December 31, 2011, we owed Iehab Hawatmeh, our president, a total of $179,102 in unsecured advances and 24,000,000 stock options with an aggregated value at time of grant of $148,695. The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee, which was waived by Mr. Hawatmeh on these loans.

On July 14, 2009, we entered into a Stock Purchase Agreement with Iehab Hawatmeh, our president, to sell to him 50,000,000 shares of our common stock at a purchase price of $0.003 per share, for a total amount of $150,000, payable through the conversion of outstanding loans made by him to us. Mr. Hawatmeh acknowledged in the purchase agreement that we did not have sufficient shares to satisfy the issuances and agreed that the shares would be issued once we had sufficient shares to do so. At the August 11, 2011, annual meeting, the stockholders approved increasing our authorized shares to 4,500,000,000. Thereafter, the 50,000,000 shares were issued in conversion of $150,000 of the amount payable to Mr. Hawatmeh.

On March 5, 2010, we entered into a Separation Agreement with Shaher Hawatmeh, our former chief operating officer. As of the date of the Separation Agreement, Shaher Hawatmeh’s employment with us was terminated and he no longer had any further employment obligations with us. In consideration of his execution of the Separation Agreement, we agreed to pay Shaher Hawatmeh’s “separation pay” of $210,000 in 26 biweekly payments. We recorded $96,923 and $113,077 of compensation expense for the years ended December 31, 2011 and 2010, under the terms of the Separation Agreement, respectively. All amounts due under this agreement had been paid as of December 31, 2011. Additional terms of the Separation Agreement included the issuance and delivery to Shaher Hawatmeh of 10,000,000 shares of our common stock within a reasonable time following authorization by our shareholders of sufficient shares to cover such issuance. The grant date fair value of the shares aggregated $50,000 as of March 5, 2010, based on the $0.005 per share value as of the effective date of the Separation Agreement. At the August 11, 2011, annual meeting, our stockholders approved increasing our authorized shares to 4,500,000,000. Thereafter, the 10,000,000 shares were issued to Mr. Hawatmeh.

On January 24, 2011, we entered into a forbearance agreement with YA Global, including a confession of judgment in its favor. In connection with that forbearance agreement, Iehab Hawatmeh, our president, agreed to guarantee such indebtedness on the occurrence of any triggering event, namely breach by Mr. Hawatmeh of his guaranty or the occurrence, while Mr. Hawatmeh is president, of fraud, intentional misrepresentation, or willful misconduct in any loan document or SEC filing, filing a voluntary receivership, the sale of our assets other than in the ordinary course of business, the payment of unbudgeted expenses, unauthorized payments to affiliates, and certain other matters. Such guarantee was secured by a pledge of one-half of his equity interest in Play Beverages, LLC. Mr. Hawatmeh continued his guaranty in connection with the March 22, 2012, forbearance agreement with YA Global, dated as of March 1, 2012 (the “2012 YA Forbearance Agreement”), in which we ratified our previous obligations under the debentures and agreed to pay the debentures under the following payment plan: $25,000 at signing the 2012 YA Forbearance Agreement, $25,000 per month in March through June 2012, $50,000 per month in July through September 2012, $75,000 in the months of September and October 2012, $100,000 per month in the months of December 2012 through May 2013, $125,000 per month in the months of June through December 2013, and the balance in December 2014. In addition to the above minimum payments to YA Global, we are required to pay monthly excess cash flow, to the extent cumulatively available, consisting of consolidated earnings before interest, taxes, depreciation, and amortization, less cash deposits for product orders received but not yet shipped, actual cash taxes paid, actual cash principal and interest paid, and reasonable out-of-pocket cash paid together with reasonable cash reserves in an amount not to exceed 5% of total net sales, provided that such excess cash flow payments shall not to exceed $50,000 in March 2012 and $25,000 per month in April through September 2012.

Sublease

In an effort to operate more efficiently and focus resources on higher margin areas of our business, on March 5, 2010, we and Katana Electronics, LLC, a Utah limited liability company (“Katana”) entered into certain agreements (collectively, the “Katana Agreements”) to reduce our costs. The Katana Agreements include an assignment and assumption agreement, an equipment lease, and a sublease agreement relating to our property. Pursuant to the terms of the sublease, we agreed to sublease a certain portion of our premises to Katana, consisting of the warehouse and office space used as of the close of business on March 4, 2010. The term of the sublease was for two months with automatic renewal periods of one month each. The base rent under the sublease was $8,500 per month. The sublease contains normal and customary use restrictions, indemnification rights and obligations, default provisions and termination rights. Under the Katana Agreements, we continue to have rights to operate as a contract manufacturer in the future in the U.S. and offshore. The income from the sublease to Katana for the year ended December 31, 2011, was $57,000 and was recognized as other income. On June 30, 2011, our lease agreement was terminated for our existing 40,000 square-foot headquarters and manufacturing facility, located at 4125 South 6000 West in West Valley City, Utah. On July 1, 2011, Katana signed a new lease agreement with the building’s owner and we have agreed orally to pay Katana $5,000 per month for use of office space and utilities.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees for Fiscal Years 2011 and 2010

The aggregate fees billed to us by Hansen Barnett & Maxwell, P.C., our independent registered public accounting firm and auditor, for the fiscal years ended December 31, 2011 and 2010, are as follows:

	December 31, 2011	December 31, 2010

Audit Fees (1)	$156,838	$122,082

Audit-Related Fees	--	--

Tax Fees (2)	10,393	8,250

All Other Fees	--	--
Total Fees	$167,231	$130,332

_______________

(1)

Audit fees consist of the audit of our annual financial statements included in our Annual Report on Form 10-K for our 2011 and 2010 fiscal years and Annual Report to Stockholders, review of interim financial statements and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)	Tax fees consist of fees for tax consultation and tax compliance services.

Policy on Preapproval of Audit and Permissible Non-Audit Services

Our board preapproves any engagement of Hansen Barnett & Maxwell, P.C., and has the ultimate authority and responsibility to select, evaluate, and when appropriate, replace our independent registered public accountants and nominate an independent registered public accounting firm for stockholder approval. While ratification of the selection of the independent registered public accounting firm by the stockholders is not required and is not binding upon our board, in the event of a negative vote on such ratification, our board might choose to reconsider its selection.

Prior to the performance of any services, our board approves all audit and non-audit services to be provided by our independent registered public accountant and the fees to be paid therefor. Although the Sarbanes-Oxley Act of 2002 permits the audit committee of the board to preapprove some types or categories of services to be provided by the independent registered public accountants, because we do not currently have an audit committee, it is the current practice of our board to specifically approve all services provided by the independent registered public accountants in advance, rather than to preapprove any type of service. Our board of directors, acting in the absence of a designated audit committee, has considered whether the provision of non-audit services is compatible with maintaining the independence of Hansen Barnett & Maxwell, P.C., and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Title of Document	Location

Item 3.	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation	Incorporated by reference from our Current Report on Form 8-K filed July 17, 2000.
3.2	Amended and Restated Bylaws	Incorporated by reference from our Current Report on Form 8-K filed August 18, 2011.
3.3	Articles of Amendment to Articles of Incorporation	Incorporated by reference from our Current Report on Form 8-K filed August 18, 2011.
Item 10.	Material Contracts
10.1	Securities Purchase Agreement between CirTran Corporation and Highgate House Funds, Ltd., dated as of May 26, 2005	Incorporated by reference from our Current Report on Form 8-K filed June 3, 2005.
10.2	Form of 5% Convertible Debenture, due December 31, 2007, issued by CirTran Corporation	Incorporated by reference from our Current Report on Form 8-K filed June 3, 2005.
10.3	Investor Registration Rights Agreement between CirTran Corporation and Highgate House Funds, Ltd., dated as of May 26, 2005	Incorporated by reference from our Current Report on Form 8-K filed June 3, 2005.

Exhibit Number	Title of Document	Location

10.4	Security Agreement between CirTran Corporation and Highgate House Funds, Ltd., dated as of May 26, 2005	Incorporated by reference from our Current Report on Form 8-K filed June 3, 2005.
10.5	Escrow Agreement between CirTran Corporation, Highgate House Funds, Ltd., and David Gonzalez dated as of May 26, 2005	Incorporated by reference from our Current Report on Form 8-K filed June 3, 2005.
10.6	Amendment No. 1 to Investor Registration Rights Agreement, between CirTran Corporation and Highgate House Funds, Ltd., dated as of June 15, 2006.	Incorporated by reference from our Registration Statement on Form SB-2/A (No. 333-128549) filed June 21, 2006
10.6	Amendment No. 1 to Investor Registration Rights Agreement, between CirTran Corporation and Cornell Capital Partners, LP, dated as of June 15, 2006.	Incorporated by reference from our Registration Statement on Form SB-2/A (No. 333-128549) filed June 21, 2006
10.8	Securities Purchase Agreement between CirTran Corporation and ANAHOP, Inc., dated as of May 24, 2006	Incorporated by reference from our Current Report on Form 8-K filed May 30, 2006.
10.9	Warrant for 10,000,000 shares of CirTran Common Stock, exercisable at $0.15, issued to Albert Hagar	Incorporated by reference from our Current Report on Form 8-K filed May 30, 2006.
10.10	Warrant for 5,000,000 shares of CirTran Common Stock, exercisable at $0.15, issued to Fadi Nora	Incorporated by reference from our Current Report on Form 8-K filed May 30, 2006.
10.11	Warrant for 5,000,000 shares of CirTran Common Stock, exercisable at $0.25, issued to Fadi Nora	Incorporated by reference from our Current Report on Form 8-K filed May 30, 2006.
10.12	Warrant for 10,000,000 shares of CirTran Common Stock, exercisable at $0.50, issued to Albert Hagar	Incorporated by reference from our Current Report on Form 8-K filed May 30, 2006.
10.13	Asset Purchase Agreement, dated as of June 6, 2006, by and between Advanced Beauty Solutions, LLC, and CirTran Corporation	Incorporated by reference from our Current Report on Form 8-K filed June 13, 2006.
10.14	Securities Purchase Agreement between CirTran Corporation and ANAHOP, Inc., dated as of June 30, 2006	Incorporated by reference from our Current Report on Form 8-K filed July 6, 2006.

Exhibit Number	Title of Document	Location

10.15	Warrant for 20,000,000 shares of CirTran Common Stock, exercisable at $0.15, issued to Albert Hagar	Incorporated by reference from our Current Report on Form 8-K filed July 6, 2006.
10.16	Warrant for 10,000,000 shares of CirTran Common Stock, exercisable at $0.15, issued to Fadi Nora	Incorporated by reference from our Current Report on Form 8-K filed July 6, 2006.
10.17	Warrant for 10,000,000 shares of CirTran Common Stock, exercisable at $0.25, issued to Fadi Nora	Incorporated by reference from our Current Report on Form 8-K filed July 6, 2006.
10.18	Warrant for 23,000,000 shares of CirTran Common Stock, exercisable at $0.50, issued to Albert Hagar	Incorporated by reference from our Current Report on Form 8-K filed July 6, 2006.
10.19	Lockdown Agreement by and between CirTran Corporation and Cornell Capital Partners, LP, dated as of July 20, 2006	Incorporated by reference from our Registration Statement on Form SB-2/A (File No. 333-128549) filed July 27, 2006.
10.20	Lockdown Agreement by and among CirTran Corporation and ANAHOP, Inc., Albert Hagar, and Fadi Nora, dated as of July 20, 2006	Incorporated by reference from our Registration Statement on Form SB-2/A (File No. 333-128549) filed July 27, 2006.
10.21	Amendment No. 2 to Investor Registration Rights Agreement, between CirTran Corporation and Highgate House Funds, Ltd., dated as of August 10, 2006	Incorporated by reference from our Registration Statement on Form SB-2/A (File No. 333-128549) filed August 10, 2006.
10.22	Amendment No. 2 to Investor Registration Rights Agreement, between CirTran Corporation and Cornell Capital Partners, LP, dated as of August 10, 2006	Incorporated by reference from our Registration Statement on Form SB-2/A (File No. 333-128549) filed August 10, 2006.
10.23	Amended Lock Down Agreement by and among the Company and ANAHOP, Inc., Albert Hagar, and Fadi Nora, dated as of November 15, 2006	Incorporated by reference from our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed November 20, 2006.
10.24	Amended Lock Down Agreement by and between the Company and Cornell Capital Partners, L.P., dated as of October 30, 2006	Incorporated by reference from our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed November 20, 2006.
10.25	Amendment to Debenture and Registration Rights Agreement between the Company and Cornell Capital Partners, L.P., dated as of October 30, 2006	Incorporated by reference from our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed November 20, 2006.

Exhibit Number	Title of Document	Location

10.26	Amendment Number 2 to Amended and Restated Investor Registration Rights Agreement, between CirTran Corporation and Cornell Capital Partners, LP, dated January 12, 2007	Incorporated by reference from our Current Report on Form 8-K filed January 19, 2007.
10.27	Amendment Number 4 to Investor Registration Rights Agreement, between CirTran Corporation and Cornell Capital Partners, LP, dated January 12, 2007	Incorporated by reference from our Current Report on Form 8-K filed January 19, 2007.
10.29	Assignment and Exclusive Services Agreement with Global Marketing Alliance, LLC, dated April 16, 2007	Incorporated by reference from our Current Report on Form 8-K filed April 20, 2007.
10.30	Triple Net Lease between CirTran Corporation and Don L. Buehner, dated as of May 4, 2007	Incorporated by reference from our Current Report on Form 8-K filed May 10, 2007.
10.31	Commercial Real Estate Purchase Contract between Don L. Buehner and PFE Properties, L.L.C., dated as of May 4, 2007	Incorporated by reference from our Current Report on Form 8-K filed May 10, 2007.
10.32	Exclusive Manufacturing, Marketing, and Distribution Agreement, dated as of May 25, 2007	Incorporated by reference from our Current Report on Form 8-K filed June 1, 2007.
10.33	Amendment Number 3 to Amended and Restated Investor Registration Rights Agreement, between CirTran Corporation and YA Global Investments, L.P.	Incorporated by reference from our Current Report on Form 8-K filed February 12, 2008.
10.34	Amendment Number 6 to Investor Registration Rights Agreement, between CirTran Corporation and YA Global Investments, L.P.	Incorporated by reference from our Current Report on Form 8-K filed February 12, 2008.
10.35	Agreement between and among CirTran Corporation, YA Global Investments, L.P., and Highgate House Funds, LTD	Incorporated by reference from our Current Report on Form 8-K filed February 12, 2008.
10.36	Promissory Note	Incorporated by reference from our Current Report on Form 8-K filed March 5, 2008.
10.37	Form of Warrant	Incorporated by reference from our Current Report on Form 8-K filed March 5, 2008.
10.38	Subscription Agreement between the Company and Haya Enterprises, LLC	Incorporated by reference from our Current Report on Form 8-K filed March 5, 2008.

Exhibit Number	Title of Document	Location

10.39	Amended and Restated Forbearance Agreement, with exhibits, including form of Warrant	Incorporated by reference from our Current Report on Form 8-K filed January 28, 2011.
10.40	Forbearance Agreement, including exhibits, with YA Global Investments, L.P. dated as of March 1 2012, and entered into on March 22, 2012	Incorporated by reference from our Current Report on Form 8-K filed March 27, 2012.
10.41	Forbearance Agreement, including exhibits, with Advanced Beauty Solutions, LLC, dated as of March 1, 2012, and entered into on March 22, 2012	Incorporated by reference from our Current Report on Form 8-K filed March 27, 2012.
10.42	Employment Agreement with Iehab Hawatmeh dated August 1, 2009	This filing.

Item 21.	Subsidiaries of the Registrant
21.01	Schedule of subsidiaries	Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2010, filed April 11, 2011
Item 31.	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer 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	Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2011, filed April 16, 2012.
Item 101.	Interactive Data
101	Interactive Data files	Previously included with our Annual Report on Form 10-K for the year ended December 31, 2011, filed April 16, 2012.

_______________

The number preceding the decimal indicates the applicable SEC reference number in Item 601, and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed with the SEC as exhibits to previous filings, but no longer required.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CirTran Corporation


Date: April 30, 2012	By:	/s/ Iehab J. Hawatmeh
		Iehab J. Hawatmeh
		President
		Principal Executive Officer

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “ Agreement ”) is entered into this August 1 st , 2009, by and between CirTran Corporation ., a Nevada corporation (the “ Employer ” or “ Company ”) , and Iehab J. Hawatmeh (“ Employee ”) and amends and restates in their entirety (i) the Employment Agreement between Employer and Employee dated July 1, 2004 and (ii) and the Amendment to Employment Agreement between Employee and Employer dated January 4, 2007.

WHEREAS, the Employer desires to retain the continued services of Employee as an employee, and Employee desires to continue his employment by the Employer, on the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

1. Employment and Employment Period.

(a) Position and Duties.

(i) Subject to the terms and conditions of this Agreement, the Employer agrees to employ Employee, and Employee agrees to be employed by the Employer, during the Employment Term (as defined in Section 1(b)).

(ii) During the Employment Term, Employee will serve as Chief Executive Officer of the Employer with all of the authority, duties and responsibilities commensurate with such position. At all times during the Employment Term the Employee shall also serve as the Chairman of the Company’s Board of Directors and as Chairman of the Company’s Executive Committee, if created by the Board of Directors of the Company.

(iii) At all times during the Employment Term, Employee agrees to devote Employee’s full business time, attention and energies to the duties of Employee’s employment under this Agreement.

(iv) Notwithstanding Section 1(a)(iii) but subject to Section 5(a) hereof, during the Employment Term, the Employee shall be permitted to (A) act as a director (or on an advisory board) of business enterprises that are engaged in activities in areas that are not competitive with the business of the Company and that have been disclosed by the Employee to the Employer and (B) as a manager or employee of Play Beverages, LLC, a California limited liability company, and AfterBev Group, LLC, as California limited liability company. In addition, Employee shall be entitled to be involved in charitable activities and boards and manage his and his family’s investments and other personal affairs so long as such activities do not materially interfere with the performance of his duties hereunder.

(b) Employment Term. Subject to Section 4, the term of Employee’s employment (the “ Employment Term ”) shall continue until August 31, 2014 (the “ Termination Date ”); provided, however, that the Termination Date shall be automatically extended for successive one (1) year periods unless either party gives the other written notice of nonextension at least ninety (90) days before the then Termination Date.

(c) Place of Employment. The Employee will perform his duties at the Company’s principal Executive Offices which are now located in West Valley City, Utah. The Employee acknowledges that such location can change, but shall not be changed by more than thirty-five (35) miles from Salt Lake City, Utah without the Employee’s prior written consent.

(d) Confidentiality Agreement. As a condition to Employee’s employment by the Employer as contemplated by this Agreement, Employee hereby acknowledges that he shall continue to be bound by the Confidentiality and Rights Ownership Agreement by and between Employer and Employee, dated as of ___________ (the “ Confidentiality Agreement ”).

2. Compensation .

(a) Salary . During the Employment Term, in consideration for the services to be rendered hereunder, and subject to the terms and conditions of this Agreement, the Employer hereby agrees to pay Employee, in accordance with its normal payroll practices, an annual base salary of $345,000 as increased (the “ Annual Base Salary ”), with such yearly increases (but once increased not decreased) thereafter as the Employer shall decide but not less than 5%. All compensation shall be subject to all applicable tax withholding and similar requirements under applicable law.

(b) Incentive Compensation . In addition to the Annual Base Salary, Employee shall be eligible to receive performance bonus amounts as follows:

(i) A quarterly bonus equal to 5.0% of the Company’s earnings before interest, taxes, depreciation and amortization for the applicable quarter. The bonus amounts paid quarterly shall be paid within 45 days after the end of each fiscal quarter based upon the Company’s financial statements for such quarter

(ii) Bonus(es) equal to 1.0% of the net purchase price of any acquisitions completed by the Company that are directly generated and arranged by Employee (it being understood that the Board in its sole discretion shall determine which acquisitions qualify for the bonus) payable as soon as practicable after consummation of the acquisition. This bonus shall be paid in common stock of the Company issued at the fair market value of the Company’s common stock on the date of grant (which shall be the date that the Board determines the acquisition qualifies for the bonus), as determined by the Board in accordance with the Company’s Stock Option Plan or the Committee established pursuant to the Company’s Stock Option Plan or, if there is no Committee nor Stock Option Plan, then by the Board using usual and customary valuation standards.

(iii) An annual bonus (payable quarterly) equal to 1.0% of the gross sales, net of returns and allowances, of all beverage products of the Company and its affiliates for the most recent fiscal year. The bonus amounts paid quarterly shall be paid within 45 days after the end of each fiscal quarter based upon the Company’s financial statements for such quarter; provided that if at the completion of the audit for the fiscal year to which the bonus relates the actual amount due Employee for the fiscal year is more than 5% more or less than the amounts paid during the fiscal year, then (A) if the Employee was paid more than he was due, the excess shall be deducted from the bonus amount due in the following year and (B) if the Employee was paid less than he was due, the shortfall shall be paid with the next bonus payment due in the following year.

(c) Alternate Incentive Compensation. Employee and the Company may agree that Employee shall participate in any other incentive program to be adopted by the Company for executive officers of the Company, in addition to the Incentive Compensation provided under Section 2(b).

(d) Options. Employee shall be granted options to purchase a minimum of 6,000,000 shares of the Company’s common stock (adjusted for stock splits and similar events) each year (which amount may be increased by the Board such that over the Term, Employee may receive stock options which would allow Employee to acquire 3.0% of the issued and outstanding shares of the Company’s common stock on a fully-diluted basis) to be issued during the first week of each year, with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, as determined by the Board in accordance with the Company’s Stock Option Plan or the Committee established pursuant to the Company’s Stock Option Plan or, if there is no Committee nor Stock Option Plan, then by the Board using usual and customary valuation standards. Employee may be granted additional options to purchase shares of the Company’s common stock as determined from time to time by the Board or such Committee. All options shall be subject to such other terms and conditions as may be determined by the Board or the Committee when such options are granted. All Options shall fully vest on the date of grant. The term of each option agreement shall be the maximum period allowed under the Company’s Stock Option Plan. The shares issuable pursuant to each option agreement shall be made subject to an effective registration statement on Form S-8 filed with the United States Securities and Exchange Commission on the date of grant.

3. Benefits. During the Employment Term, Employee shall be entitled to participate in all medical, profit sharing and other benefit and equity plans made available to senior executives of the Company on terms no less favorable as offered to the Company’s other senior executives. The Employer reserves the right to alter, revise or eliminate any prior practice, policy or benefit in whole or in part, without notice. In addition to the foregoing, Employee shall receive the following additional benefits:

(a) A car allowance of $1,000 per month to cover the cost of use, fuel and repairs of an automobile.

(b) A cellular telephone and account that shall be held in the Company’s name.

(c) 100% of all medical insurance premiums, including but not limited to dental and vision insurance, for Employee and his spouse and children up to the age of 22.

(d) Life insurance of at least $150,000 and disability insurance when available.

(e) The Company shall obtain and maintain officer and director insurance in such amounts as the Board determines.

4. Termination of Employment .

(a) Termination for Cause. This Agreement (and the Employment Term) may be terminated at any time by the Employer for Cause, by written notice to the Employee specifying in reasonable detail the reasons therefor. The term “ Cause ” shall mean (i) willful misconduct or dishonesty with regard to the Company of a material nature, (ii) conviction of, or pleading of guilty or nolo contendere to, a felony, or (iii) failure to attempt in good faith to perform Employee’s duties after 30 days’ written notice and after a 60 day period to cure such failure (other than as a result of physical or mental incapacity).

(b) Death or Permanent Disability of Employee. Employee’s employment hereunder and the Employment Term shall terminate upon Employee’s death. In addition, the Employer shall have the right to terminate Employee’s employment hereunder and the Employment Term upon 15 days’ written notice if and when Employee becomes permanently disabled within the meaning of any permanent disability insurance policy which may be maintained by the Employer for the benefit of Employee and under which the Employee is entitled to benefits under Section 3 (provided that any such termination shall not occur prior to the Employee being absent from performance of his material duties for at least four (4) consecutive months as a result of such disability; and further provided, however, that if Employer does not maintain such a permanent disability insurance policy for the benefit of Employee, Employee shall be deemed permanently disabled if Employee, by reason of injury, illness or similar cause was unable to perform his material duties for a period of 180 consecutive days or 240 days in any 360-day period.

(c) Compensation upon Death, Disability, Termination for Cause, Termination without Good Reason. If (i) Employee dies during the Employment Period or the Employer terminates Employee’s employment upon Employee’s becoming permanently disabled, as described in Section 4(b), or (ii) the Employer terminates Employee’s employment for Cause, as described in Section 4(a), or (iii) commencing effective on the second (2nd) anniversary of the date hereof, the Employee terminates his employment without Good Reason (which right the Employee shall have upon ninety (90) days prior written notice to the Company and which notice may be given prior to or after the second (2 nd ) anniversary of the Start Date effective on such anniversary or thereafter) then the Employment Term shall cease and (A) the Employer will pay to Employee (or Employee’s estate or representatives, as the case may be) within thirty (30) days following such termination of employment (or on the earliest later date as may be required to comply with Internal Revenue Code Section 409A to the extent applicable) (x) the unpaid Annual Base Salary and vacation earned by Employee before the date of such event as provided for in this Agreement (computed pro rata up to and including the date of such event), (y) any earned but unpaid bonus for any completed prior fiscal year or quarter, (iii) other than in the case of (ii) or (iii) above, a prorated bonus for the fiscal quarter and year of termination based on actual results for the quarter and fiscal year and the relative period of the quarter and fiscal year during which Employee was employed and (iv) as provided under any benefit, incentive or equity plan, program or practice (paid when the bonus would have been paid Employee if employed (the “ Accrued Obligations ”); and (B) the Employee shall continue to be bound by the Confidentiality Agreement in accordance with its terms. Except as expressly provided in this Agreement, such payments will be in lieu of any and all other compensation, benefits and claims of any kind, excepting only any rights to equity and Employee’s rights to indemnification and officers and directors liability insurance.

(d) Termination without Cause. The Employer, by written notice to Employee, shall have the right to terminate Employee’s employment without Cause for any reason or for no reason. If the Employer terminates Employee’s employment without Cause for any reason or for no reason, as described in this Section 4(d), then (A) the Employer will pay to Employee (i) within thirty (30) days following such termination, the Accrued Obligations, (ii) within thirty (30) days following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to thirty (30) month’s Annual Base Salary, (iii) bonus(es) under Sections 2(b)(i) and (iii) for the two year period after the date of termination (net of an bonus amounts paid as Accrued Obligations) based on actual results for the applicable quarters and fiscal years payable in accordance with the terms of Section 3 (the

“ Without Cause Bonus Payments ”) and (iv) within twelve (12) months following such termination (or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to thirty (30) month’s Annual Base Salary; provided that if Employee is terminated without Cause in contemplation of, or within one (1) year, after a Change in Control (as defined below), then two (2) times such Annual Base Salary and Without Cause Bonus Payment amounts; and (B) the Employee shall continue to be bound by the Confidentiality Agreement in accordance with its terms. Except as expressly provided in this Agreement, such payments will be in lieu of any and all other compensation, benefits and claims of any kind, excepting only any rights to equity and Employee’s rights to indemnification and officers and directors liability insurance.

A “ Change of Control ” shall be deemed to have occurred if (a) individuals who are directors of the Company immediately prior to a Control Transaction shall cease, within one (1) year after such Control Transaction, to constitute a majority of the Board of Directors of the Company (or of the Board of Directors of any successor to the Company, or of any company to which all or substantially all of the Company’s assets may have been sold or transferred), or (b) any entity, person or Group (other than the Company or a subsidiary corporation of the Company and any company directly or indirectly controlled by Employee and members of his family and their decedents and shareholders of the Company that are presently represented on the Company’s Board of Directors) acquires shares of the Company that result in such entity, person or Group directly or indirectly owning beneficially over fifty percent (50%) of the outstanding shares of the Company. As used herein, “ Control Transaction ” shall mean (i) any tender offer for or acquisition of capital stock of the Company, (ii) any merger, consolidation, reorganization or sale of all or substantially all of the assets of the Company which has been approved by the shareholders, (iii) any contested election of directors of the Company or threat of such a contested election, or (iv) any combination of the foregoing. As used herein, “ Group ” shall mean persons who act in concert as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

(e) Termination for Good Reason . In the event of occurrence of a Good Reason Event (as defined below), Employee may terminate his employment and the Employment Term on ten (10) days’ written notice if such Event is not cured within such ten (10) day period. “ Good Reason Event ” shall mean (i) a diminution in Employee’s title, (ii) a material diminution in Employee’s duties, responsibilities or authority, (iii) failure of Employee to be elected or re-elected to the Board or removed there from or, (iv) a material breach of this Agreement by the Company. In such event, Employee shall be treated the same as if a Termination without Cause had occurred.

(f) In the event 280G of the Internal Revenue Code becomes applicable, Employee shall be entitled to an excise tax gross up as provided in Exhibit A hereto.

5. Non-Competition; Solicitation of Employees.

(a) Non-Competition. During the Employment Term and to the extent permitted by applicable law for one (1) year thereafter, the Employee shall not participate in the management or act as a consultant or employee of, or acquire any financial interest (other than less than two percent (2%) of the outstanding stock of any public company) in, any enterprise that is engaged in the business of light activated teeth whitening (the “ Restricted Business ”) in the United States or in any other area of the world where the Company conducts the Restricted Business during the Employment Term, or where, as of the end of the Employment Term, the Company has undertaken substantial activities to conduct the Restricted Business, provided that the foregoing shall not prohibit providing services (and receiving compensatory equity in an entity in which the Restricted Business resides) provided the Employee does not provide services to the Restricted Business portion of the entity.

(b) Solicitation. For two (2) years after the termination of the Employment Term, the Employee will not employ or solicit or assist any other person in employing or soliciting for employment any person who is, or was at any time within six (6) months prior to both such termination and the time of such employment and solicitation, an employee of the Company, provided that the Employee may respond in accordance with ordinary business practices to requests for references from a prospective employer of any such person and this provision shall not be violated by general advertising not specifically targeted at employees of the Company.

(c) Access to Confidential Information. Employee is a key employee of the Company. Employee acknowledges that during the Employment Term he will have access to and knowledge of confidential information as defined in the Confidentiality Agreement (“ Confidential Information ”), and has and will be responsible for, or instrumental in creating or maintaining, certain business relations and goodwill that are valuable to the Company. Employee acknowledges that the Confidential Information and goodwill belong to the Company.

(d) Necessary Restrictions. Employee acknowledges that the covenants and restrictions of this Section 5 are necessary to protect the Company’s Confidential Information and to preserve the value of the Company’s good will for the Company. Employee agrees and acknowledges that the time, scope and geographic limitations of this Section 5 are reasonable. Employee also agrees and acknowledges that the terms of this Section 5 are reasonably necessary for the protection of the Company’s Confidential Information and goodwill, and they provide a reasonable means of protecting the Company’s business value.

(e) Adequate Consideration. Employee acknowledges that the consideration received and to be received by him during the Employment Term is adequate for the covenants of this Section 5.

6. Expenses . The Company will reimburse Employee for expenses incurred in connection with its business, including expenses for travel, lodging, meals, beverages, entertainment and other items on Employee’s periodic presentation of an account of such expenses in accordance with policies established by the Company.

7. Miscellaneous .

(a) Representations. The Employee represents that his employment by the Company pursuant to this Agreement and the observance of his obligations under the Confidentiality Agreement will not conflict with any other agreements or understanding to which he is subject.

(b) Waivers. No waiver of any terms or conditions or of the breach of any covenant, representation or warranty of this Agreement or the Confidentiality Agreement in any one instance shall operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty nor shall any failure or delay at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or of any other provision hereof.

(c) Modification. Except as otherwise provided in this Agreement, neither this Agreement, the Confidentiality Agreement nor any term hereof or thereof may be changed, amended, modified, waived, discharged or terminated except to the extent that the same is effected and evidenced by the written consent of the party against whom enforcement of such change or modification is sought.

(d) Indemnification . The Company shall indemnify (and advance legal fees to) Employee to the fullest extent permitted by applicable law.

(e) Arbitration . Any dispute between the parties shall be resolved by binding arbitration before one arbitrator pursuant to the rules of the American Arbitration Association. Such arbitration shall take place in the vicinity of the Company’s principal Executive Offices at the time of the dispute; provided, that if the principal Executive Offices are not located in the State of Utah at the time of commencement of any arbitration, then the arbitration shall take place in Salt Lake City, Utah. The determination of the arbitrator may be entered in any court of competent jurisdiction.

(f) Injunctive Relief. Employee acknowledges and agrees that it is fair and reasonable that he make the covenants and undertakings set forth in Section 5 of this Agreement and in the Confidentiality Agreement and has done so with the benefit of the advice of counsel. Furthermore, Employee agrees that any breach or attempted breach by him of such provisions will cause the Company irreparable damage for which a monetary award would be inadequate remedy. Accordingly, the Employer shall be entitled to apply for and obtain, in addition to monetary awards, injunctive relief (temporary, preliminary and permanent) in order to restrain the breach or threatened breach of any of the provisions of Section 5 of this Agreement or the Confidentiality Agreement, without the requirement to post a bond or provide other security. Nothing herein shall be construed as a limitation or waiver of any other rights or remedies that may be available to the Employer for such breach or threatened breach. Employee further agrees that the subject matter and duration of the restrictions in Section 5 of this Agreement and the Confidentiality Agreement are reasonable in light of the facts as they exist on the date hereof.

(g) Governing Law. This Agreement and the Confidentiality Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Utah applicable to agreements made and to be performed entirely within such State.

(h) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and sent as follows:

If to Employee:

Iehab J. Hawatmeh

At the last primary residence on the records of the Company.

If to the Employer:

CirTran Corporation

4125 S. 6000 W.

West Valley City, UT 84128

Attn: Chief Legal Officer

All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section 7(f), (A) if delivered personally against proper receipt shall be effective upon receipt and (B) if sent (1) by certified or registered mail with postage prepaid or (2) by Federal Express or similar courier service with courier fees paid by the sender, shall be effective upon delivery. The parties hereto may from time to time change their respective addresses for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given unless it is sent and received in accordance with this Section 7(f).

(i) Entire Understanding; No Third Party Beneficiaries. This Agreement, with the Confidentiality Agreement, represents the entire understanding of the Employer and Employee with respect to Employee’s employment with the Employer and Employee’s compensation therefor. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties hereto and their respective heirs, permitted representatives, successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(j) Severability. If any of the provisions of this Agreement or the Confidentiality Agreement are found by any court of competent jurisdiction (or legally empowered agency) to be in violation of applicable law or unenforceable for any reason whatsoever, then it is the intention of the parties that such provision or provisions be deemed to be automatically amended to the extent necessary to comply with applicable law and permit enforcement. If any of the provisions of this Agreement or the Confidentiality Agreement shall be deemed by any court of competent jurisdiction (or legally empowered agency) to be wholly or partially invalid, such determination shall not affect the binding effect of the other provisions of this Agreement or the Confidentiality Agreement.

(k) Counterparts. This Agreement and the Confidentiality Agreement may be executed in two or more counterparts, including facsimile counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(l) Headings; Interpretation. The various headings contained herein are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement. It is the intent of the parties that neither this Agreement nor the Confidentiality Agreement be construed more strictly with regard to one party than with regard to any other Party.

(m) Successors and Assigns. This Agreement and the Confidentiality Agreement shall be binding upon and inure to the benefit of any successor, executor, administrator or permitted assigns of the parties. The Employee may not assign his rights, duties or benefits under this Agreement; provided, that upon the death of Employee his rights hereunder shall be enforceable by his executors and administrators. The Company may not assign this Agreement other than to an acquirer of all or substantially all of its assets (whether by merger, consolidation, sale of assets or otherwise) and only if such acquirer provides written notice to the Employee that it assumes the obligations hereunder. Reference herein to the Employer shall be deemed to include any such successor or assigns.

(n) Legal Fees. The Employer shall pay the reasonable legal expenses incurred by Employee in connection with the negotiation, execution and delivery of this Employment Agreement and the Confidentiality Agreement.

[Remainder of Page Intentionally Left Blank.

Signature Page Follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	CIRTRAN CORPORATION

	By: /s/ Fadi Nora
	Name: Fadi Nora
	Title: Director

	/s/ Iehab J. Hawatmeh
	Iehab J. Hawatmeh

EXHIBIT A

EXCISE TAX GROSS UP

(a) In the event that the Employee shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “ Excise Tax ”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Employee at the time specified in subsection (d) below (x) an additional amount (the “ Gross-Up Payment ”) such that the net amount retained by the Employee, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and/or local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments and (y) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in the Employee’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

In the event that the Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment, as applicable to reflect the final determination and the resulting impact on whether the preceding paragraph applies.

(b) For purposes of determining whether any of the Company Payments and Gross-up Payments (collectively the “ Total Payments ”) will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “ Accountants ”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. To the extent permitted under Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would be beneficial to the Employee, at the request of the Employee. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Employee may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants, which shall provide detailed supporting calculations both to the Company and the Employee at such time as it is requested by the Company or the Employee. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Employee with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Employee.

(c) For purposes of determining the amount of the Gross-up Payment, the Employee shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Employee shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-up Payment being repaid by the Employee if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Employee, and interest payable to the Company shall not exceed the interest received or credited to the Employee by such tax authority for the period it held such portion. The Employee and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if the Employee’s claim for refund or credit is denied.

In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

(d) The Gross-up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth (30th) day following an event occurring which subjects the Employee to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Employee on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting the Employee to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Employee, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(e) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Employee shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Employee, but the Employee shall control any other issues. In the event the issues are interrelated, the Employee and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Employee shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Employee shall permit the representative of the Company to accompany the Employee, and the Employee and the Employee’s representative shall cooperate with the Company and its representative.

(f) The Company shall be responsible for all charges of the Accountant.

(g) The Company and the Employee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

(h) Nothing in this Exhibit is intended to violate the Sarbanes-Oxley Act and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Employee and the repayment obligation null and void.

(i) To the extent that any payment hereunder would be in violation of Section 409A of the Code, the timing of such payment shall be adjusted such that it will be paid at the earliest time that such payment would not be a violation of Section 409A of the Code.

Exhibit 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Iehab J. Hawatmeh, certify that:

1. I have reviewed this Annual Report on Form 10-K/A, Amendment No. 1, of CirTran Corporation.

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

3. [omitted]

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. [omitted]

Date: April 30, 2012

/s/ Iehab J. Hawatmeh

Iehab J. Hawatmeh

Principal Executive Officer and Principal Financial Officer