UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2021
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File No. 000-49654
CirTran Corporation
(Exact
name of registrant as specified in its charter)
Nevada
68-0121636
(State
or other jurisdiction
of
incorporation or organization)
(IRS
Employer
Identification
No.)
6360 S Pecos Road , Suite 8 , Las Vegas , NV 89120
(Address
of principal executive offices and zip code)
(801)
963-5112
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
None
None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November
12, 2021, there were 4,945,417 shares of common stock, $0.001 par value, outstanding.
TABLE
OF CONTENTS
Item
Page
Part I—Financial Information
1
Financial Statements (Unaudited)
3
Consolidated Balance Sheets
3
Consolidated Statements of Operations (unaudited)
4
Consolidated Statements of Stockholders’ Deficit (unaudited)
5
Consolidated Statements of Cash Flows (unaudited)
6
Notes to Unaudited Consolidated Financial Statements
7
2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
3
Quantitative and Qualitative Disclosures about Market Risk
19
4
Controls and Procedures
19
Part II—Other Information
6
Exhibits
20
Signatures
21
2
PART
I—FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CIRTRAN
CORPORATION
CONSOLIDATED
BALANCE SHEETS
September
30, 2021
December
31, 2020
(unaudited)
(audited)
ASSETS
Current assets:
Cash
$ 44,455
$ 108,147
Inventory
494,790
325,252
Deposits on inventory
10,889
53,900
Deposits on inventory -
related party
228,730
319,333
Accounts receivable
164,387
16,966
Other
current assets
273,935
118,844
Total
current assets
1,217,186
942,442
Investment in securities
at cost
300,000
300,000
Right-of-use asset
29,185
50,409
Property and equipment,
net of accumulated depreciation
17,534
18,299
Total
assets
$ 1,563,905
$ 1,311,150
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable
$ 1,834,706
$ 1,347,870
Lease liability, current
29,185
28,118
Related-party payable
13,740
13,740
Short-term advances payable
59,904
109,904
Short-term advances payable
- related parties
18,852
287,776
Accrued liabilities
1,413,250
1,354,539
Accrued payroll and compensation
expense
4,428,170
4,133,346
Accrued interest, current
portion
3,181,171
2,824,948
Convertible debenture,
current portion, net of discounts
264,284
264,284
Note payable, current portion
90,000
90,000
Note payable to stockholders
356,773
521,194
Derivative liability
1,099,400
922,654
Liabilities
from discontinued operations
26,268,604
26,153,820
Total
current liabilities:
39,058,039
38,052,193
Lease liability, long term
-
22,291
Accrued interest, net of
current portion
1,569,200
1,490,951
Note payable, net of current
portion
656,000
656,000
Convertible
debenture, net of current portion, net of discount
1,854,205
1,787,816
Total
liabilities
43,137,444
42,009,251
Commitments and contingencies
-
-
Stockholders’ deficit:
Common stock, par value
$ 0.001 ; 100,000,000 shares authorized; 4,945,417 and 4,720,417 shares issued and outstanding at September 30, 2021, and December
31, 2020, respectively
4,945
4,720
Additional paid-in capital
37,233,376
37,226,851
Accumulated
deficit
( 78,811,860 )
( 77,929,672 )
Total
stockholders’ deficit
( 41,573,539 )
( 40,698,101 )
Total
liabilities and stockholders’ deficit
$ 1,563,905
$ 1,311,150
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
3
CIRTRAN
CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
Three
Months Ended
September 30,
Nine
Months Ended
September 30,
2021
2020
2021
2020
Net sales
$ 961,474
$ 405,005
$ 2,281,529
$ 935,319
Cost of sales
339,076
228,380
803,135
425,699
Gross
profit
622,398
176,625
1,478,394
509,620
Operating expenses
Employee costs
139,520
126,559
408,485
169,169
Selling,
general and administrative expenses
514,358
129,125
1,165,870
248,059
Total
operating expenses
653,878
255,684
1,574,355
417,228
Income
(loss) from operations
( 31,480 )
( 79,059 )
( 95,961 )
92,392
Other income (expense)
Interest expense
( 172,400 )
( 154,318 )
( 507,614 )
( 466,953 )
Loss on disposal of equipment
-
-
-
( 9,771 )
Gain on forgiveness of
debt
-
-
12,917
-
Gain (loss) on derivative
valuation
( 62,086 )
39,700
( 176,746 )
( 318,564 )
Other
income
-
-
-
42,000
Total
other expense
( 234,486 )
( 114,618 )
( 671,443 )
( 753,288 )
Net
loss from continuing operations
( 265,966 )
( 193,677 )
( 767,404 )
( 660,896 )
Loss
from discontinued operations
( 38,682 )
( 38,681 )
( 114,784 )
( 115,204 )
Net
loss
$ ( 304,648 )
$ ( 232,358 )
$ ( 882,188 )
$ ( 776,100 )
Net
loss from continuing operations per common share, basic and diluted
$ ( 0.06 )
$ ( 0.04 )
$ ( 0.16 )
$ ( 0.15 )
Net
loss from discontinued operations per common share, basic and diluted
$ ( 0.01 )
$ ( 0.01 )
$ ( 0.02 )
$ ( 0.03 )
Net
loss per common share, basic and diluted
$ ( 0.07 )
$ ( 0.05 )
$ ( 0.18 )
$ ( 0.18 )
Basic
and diluted weighted average common shares outstanding
4,945,417
4,500,417
4,872,890
4,500,417
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
4
CIRTRAN
CORPORATION
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2021
(UNAUDITED)
Common
Stock
Additional
Paid-in
Accumulated
Shares
Amount
Capital
Deficit
Total
Balance, December 31, 2019
4,500,417
$ 4,500
$ 37,222,615
$ ( 78,461,806 )
$ ( 41,234,691 )
Common stock issued for conversion of accrued
interest
Common stock issued for conversion of accrued
interest , shares
Stock option expense
-
-
56
-
56
Net loss
-
-
-
( 315,372 )
( 315,372 )
Balance, March 31, 2020
4,500,417
4,500
37,222,671
( 78,777,178 )
( 41,550,007 )
Net loss
-
-
-
( 228,370 )
( 228,370 )
Balance, June 30, 2020
4,500,417
4,500
37,222,671
( 79,005,548 )
( 41,778,377 )
Net loss
-
-
-
( 232,358 )
( 232,358 )
Balance, September 30, 2020
4,500,417
$ 4,500
$ 37,222,671
$ ( 79,237,906 )
$ ( 42,010,735 )
Common
Stock
Additional
Paid-in
Accumulated
Shares
Amount
Capital
Deficit
Total
Balance, December 31, 2020
4,720,417
$ 4,720
$ 37,226,851
$ ( 77,929,672 )
$ ( 40,698,101 )
Common stock issued for conversion of accrued
interest
225,000
225
6,525
-
6,750
Net loss
-
-
-
( 327,555 )
( 327,555 )
Balance, March 31, 2021
4,945,417
4,945
37,233,376
( 78,257,227 )
( 41,018,906 )
Net loss
-
-
-
( 249,985 )
( 249,985 )
Balance, June 30, 2021
4,945,417
4,945
37,233,376
( 78,507,212 )
( 41,268,891 )
Net loss
-
-
-
( 304,648 )
( 304,648 )
Balance, September 30,
2021
4,945,417
$ 4,945
$ 37,233,376
$ ( 78,811,860 )
$ ( 41,573,539 )
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
5
CIRTRAN
CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine
Months Ended September 30,
2021
2020
Cash flows from operating
activities
Net loss from
continuing operations
$ ( 767,404 )
$ ( 660,896 )
Adjustments to reconcile
net loss to net cash used in operating activities
Depreciation expense
2,389
-
Loss on derivative valuation
176,746
318,564
Debt discount amortization
66,389
87,754
Loss on disposal of equipment
-
9,771
Stock option expense
-
56
Gain on forgiveness of
debt
( 12,917 )
-
Amortization of right-of-use
asset to rent expense
21,224
-
Expenses paid on our behalf
by a related party
( 268,924 )
1,940
Changes in operating assets
and liabilities:
Inventory
( 169,538 )
( 196,815 )
Deposits on inventory
43,011
( 44,559 )
Deposits on inventory -
related party
90,603
( 318,624 )
Accounts receivable
( 147,421 )
-
Other current assets
( 155,091 )
( 55,044 )
Accounts payable
499,753
36,631
Accrued liabilities
58,711
292,039
Payments for lease liability
( 21,224 )
-
Accrued payroll and compensation
294,824
285,453
Accrued
interest
441,222
379,145
Net
cash provided by continuing operating activities
152,353
135,415
Cash flows from investing
activities
Purchase of equipment
( 1,624 )
-
Net
cash used in investing activities
( 1,624 )
-
Cash flows from financing
activities
Proceeds from bank overdraft
-
( 1,611 )
Proceeds from convertible
loans payable
-
15,000
Proceeds from related-party
loans
-
10,700
Repayments of related-party
loans
( 214,421 )
( 270,150 )
Proceeds from loan payable
-
156,000
Repayments
of loans payable
-
( 36,000 )
Net Cash used in financing
activities
( 214,421 )
( 126,061 )
Net change in cash
( 63,692 )
9,354
Cash, beginning of
period
108,147
-
Cash, end of period
$ 44,455
$ 9,354
Supplemental disclosure
of cash flow information
Cash
paid for interest
$ -
$ -
Cash
paid for income taxes
$ -
$ -
Supplemental disclosure
of noncash investing activities
Initial
measurement of derivative liability
$ -
$ 5,753
Common
stock issued for conversion of accrued interest
$ 6,750
$ -
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
6
CIRTRAN
CORPORATION
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
NOTE
1— ORGANIZATION AND NATURE OF OPERATIONS
In
1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating
corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah), acquired
substantially all the assets and certain liabilities of Circuit Technology, Inc., founded by our president, Iehab Hawatmeh.
We,
together with our majority-owned subsidiaries, manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy
drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. Since entering our 2019 five-year manufacturing
and distribution agreement with an unrelated party, our efforts have been devoted to phase one of our development of all HUSTLER®-branded
products, which led us to generating revenue during 2020 for the first time in several years.
NOTE
2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included
in our Form 10-K for the fiscal year ended December 31, 2020. In the opinion of our management, all adjustments, including normal recurring
adjustments necessary to present fairly our financial position, as of September 30, 2021, and the results of our operations and cash
flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative
of the results for the full year ending December 31, 2021.
Principles
of Consolidation
We
consolidate our majority-owned subsidiaries, companies over which we exercise control through majority voting rights, and companies in
which we have a variable interest and we are the primary beneficiary. We account for our investments in common stock of other companies
that we do not control, but over which we can exert significant influence, using the cost method.
The
unaudited consolidated financial statements as of and for the periods ended September 30, 2021 and 2020, include the accounts of CirTran
Corporation and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran-Asia, Inc. All intercompany balances
and transactions have been eliminated.
Use
of Estimates
In
preparing the financial statements in accordance with US GAAP, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Revenue
Recognition
We
follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue
from Contracts with Customers , for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements.
We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer
of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange
for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with
the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for
returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
7
During
the three and nine months ended September 30, 2021, we recognized revenue of $ 0 and $ 30,000 , respectively, related to the performance
obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized
at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product
design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset
has been recorded for customer acquisition costs. Additionally, we have not recognized impairment losses related to the receivables from
these contracts during the nine months ended September 30, 2021.
Additionally,
we recognized revenues of $ 961,074 and $ 2,281,529 during the three and nine months ended September 30, 2021, respectively, related to
the delivery of product to our customers. Each delivery is based on a unique customer purchase order, which is a stand-alone contract
that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place,
time, and price. We recognize revenue under the unique purchase order contract upon fulfillment of our performance obligations therein,
typically limited to the delivery of product.
Leases
In
February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance
in ASC 840, Leases , which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach
by applying the new standard to all leases existing at the date of initial application. We account for short-term leases, those lasting
fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the
balance sheet.
The
adoption of the standard resulted in recording right-of-use (“ROU”) assets and operating lease liabilities of $ 29,185 as
of September 30, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future
minimum lease payments over the lease term at commencement date. As the lease does not provide an implicit rate, we use our incremental
borrowing rate based on information available at the commencement date in determining the present value of future payments. The operating
lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may
include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Although considered, we
determined it was appropriate to exclude future renewal terms from the capitalization of our operating lease.
We
have one lease in effect requiring minimum monthly payments of $ 2,500 through October 2022. We have determined the appropriate discount
rate to be 5 % based on our other borrowings secured by assets. A summary of future payments due under the terms of the lease as of September
30, 2021, is as follows:
SUMMARY
OF FUTURE MINIMUM LEASE PAYMENTS DUE
Total future payments
$ 30,000
Implied interest
( 815 )
Operating lease liability as of September
30, 2021
$ 29,185
Investment
in Securities
Our
cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 300,000 at September
30, 2021, and December 31, 2020. Because we owned less than 20 % of that company’s stock as of each date, and no significant influence
or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there
was none during the periods presented.
Impairment
of Long-Lived Assets
We
review our long-lived assets, including intangibles, for impairment when events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. At each balance sheet date, we evaluate whether events and circumstances have occurred that
indicate possible impairment. We use an estimate of future undiscounted net cash flows from the related asset or group of assets over
their remaining life in measuring whether the assets are recoverable. We did not record expenses for the impairment of long-lived assets
during the periods ended September 30, 2021 or 2020.
8
Inventories
Inventories
are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead.
Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect
overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of
indirect manufacturing costs to the manufacturing process.
When
there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine
market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers
that require them to purchase their inventory items in the event they cancel their business with us.
From
time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet
component and totaled $ 10,889 (non-related-party) and $ 228,730 (related-party) as of September 30, 2021, and $ 53,900 (non-related-party)
and $ 319,333 (related-party) as of December 31, 2020.
Inventory
balances consisted of the following:
SCHEDULE
OF INVENTORY
September
30, 2021
December
31, 2020
Finished goods
$ 703,034
$ 526,372
Raw materials
33,679
40,803
Reserve for obsolescence
( 241,923 )
( 241,923 )
Total
$ 494,790
$ 325,252
Stock-Based
Compensation
We
have outstanding stock options to directors and employees, which are described more fully in Note 12–Stock Options and Warrants.
We account for our stock options in accordance with ASC 718-10, Accounting for Stock Issued to Employees , and ASU 2018-07, Improvements
to Nonemployee Share-Based Payment Accounting , as updated, which requires the recognition of the cost of employee services received
in exchanged for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the
award. ASC 718-10 also requires the stock option compensation expense to be recognized over the period during which an employee is required
to provide service in exchange for the award (typically the vesting period). There was no impact to our methodology for accounting for
equity-based compensation as a result of adopting ASC 718-10 and ASU 2018-07.
Stock-based
employee compensation was $ 0 and $ 56 for the nine months ended September 30, 2021 and 2020, respectively.
Fair
Value of Financial Instruments
ASC
820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions , defines fair value, thereby eliminating inconsistencies
in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15
establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The
three levels of inputs are defined as follows:
Level
1 —Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2 —Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the
asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3 —Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or liabilities.
9
Accounts
payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments.
Derivative liabilities are measured using level 3 inputs.
SCHEDULE
OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUED MEASURED ON RECURRING BASIS
Total
Fair
Value at
September 30,
2021
Quoted
prices in
active markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Derivative liabilities
$ 1,099,400
$ -
$ -
$ 1,099,400
Total
Fair
Value at
December 31,
2020
Quoted
prices in
active markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Derivative liabilities
$ 922,654
$ -
$ -
$ 922,654
Loss
per Share
Basic
loss per share (EPS) is calculated by dividing net loss available to common shareholders by the weighted-average number of common s hares
outstanding during each period. Diluted EPS is similarly calculated, except that the weighted-average number of common shares outstanding
would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were 141,554,300
potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding
shares for the three and nine months ended September 30, 2021, due to the anti-dilutive effect these would have on net loss per share.
There were 160,186,365
such shares issuable
as of September 30, 2020. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments
eli gible to convert to common stock be exercised. We
are not currently contemplating an increase in our authorized shares but may do so in the future.
Recently
Issued Accounting Pronouncements
We
have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial
statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued
that might have a material impact on our financial position or results of operations.
NOTE
3— GOING CONCERN
The
accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which contemplate our continuation
as a going concern. We had a working capital deficiency of $ 37,840,853 as of September 30, 2021, and a net loss from continuing operations
of $ 767,404 during the nine months ended September 30, 2021. As of September 30, 2021, we had an accumulated deficit of $ 78,811,860 .
These conditions raise substantial doubt about our ability to continue as a going concern.
Our
ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan described in the following
paragraphs and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may
be necessary if we are unable to continue as a going concern.
In
the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses. We may
experience a cash shortfall and be required to raise additional capital.
Historically,
we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by
retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although
we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our
shareholders and us.
10
NOTE
4— PROPERTY AND EQUIPMENT
We
incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs
are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included
as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies
used in the manufacture of products.
Depreciation
expense is recognized in amounts equal to the cost of depreciable assets over estimated service lives. Leasehold improvements are amortized
over the shorter of the life of the lease or the service life of the improvements. The straight-line method of depreciation and amortization
is followed for financial reporting purposes. Maintenance, repairs, and renewals that neither materially add to the value of the property
nor appreciably prolong its life are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included
in operating results.
Property
and equipment and estimated service lives consist of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES
September
30, 2021
December
31, 2020
Useful
Life (years)
Furniture and office equipment
$ 1,624
$ -
5 - 10
Vehicles
18,672
18,672
3 - 7
Total
20,296
18,672
Less: accumulated depreciation
( 2,762 )
( 373 )
Property and equipment,
net
$ 17,534
$ 18,299
We
recorded $ 2,389 and $ 0 of depreciation expense during the nine months ended September 30, 2021 and 2020.
NOTE
5— RELATED-PARTY TRANSACTIONS
In
2007, we issued a 10 % promissory note to a family member of our president in exchange for $ 300,000 . The note was due on demand after
May 2008 . There were no repayments made during the periods presented. At September 30, 2021, and December 31, 2020, the principal amount
owing on the note was $ 151,833 and $ 151,833 , respectively.
On
March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $ 315,000 ($ 105,000
each). Under the terms of these three $ 105,000 notes, we received total proceeds of $ 300,000 and agreed to repay the amount received
plus a 5 % borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12 % per annum.
We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of September
30, 2021, and December 31, 2020, was $ 72,466 and $ 72,466 , respectively.
During
the nine months ended September 30, 2021, we made repayments to related parties of $ 214,421 and had other noncash reductions of $ 82,072 .
There were $ 18,852 and $ 287,776 of short-term advances due to related parties as of September 30, 2021, and December 31, 2020, respectively.
The advances are due on demand and included in current liabilities.
We
have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer.
The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price
equal to the fair market price of our common stock as of the grant date. There were no options issued under this agreement during the
nine months ended September 30, 2021. There were options to purchase 6,000 shares of common stock that expired during the nine months
ended September 30, 2021. Mr. Hawatmeh held outstanding options to purchase 32,000 and 30,000 shares of common stock as of September
30, 2021, and December 31, 2020, respectively. See Note 6–Other Accrued Liabilities and Note 12–Stock Options and Warrants.
As
of September 30, 2021, and December 31, 2020, we owed our president a total of $ 474,948 and $ 868,528 , respectively, in unsecured advances.
The advances and short-term bridge loans were approved by our board of directors under a 5 % borrowing fee. The borrowing fees were waived
by our president on these loans. These amounts are included in our liabilities from discontinued operations.
11
As
of September 30, 2021, and December 31, 2020, we owed a total of $ 13,740 and $ 13,740 to a related party through trade payables incurred
in the normal course of business. These amounts are shown as a separate related-party payable on the balance sheet as of each reporting
date.
During
the nine months ended September 30, 2021, we had a net decrease in deposits with a related-party inventory supplier totaling $ 90,603 .
The related party is an entity controlled by our chief executive officer. All transactions were at a 2 % markup over the related-party’s
cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $ 845,856 during the
nine months ended September 30, 2021.
NOTE
6— OTHER ACCRUED LIABILITIES
Accrued
tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”)
and other tax entities.
Accrued
liabilities consist of the following:
SCHEDULE
OF ACCRUED LIABILITIES
September
30, 2021
December
31, 2020
Tax liabilities
$ 548,755
$ 557,894
Other
864,495
796,645
Total
$ 1,413,250
$ 1,354,539
Other
accrued liabilities as of September 30, 2021, and December 31, 2020, include a non-interest-bearing payable totaling $ 45,000 that is
due on demand. Additionally, other accrued liabilities as of September 30, 2021, and December 31, 2020, include customer deposits totaling
$ 819,495 and $ 751,645 , respectively.
Accrued
payroll and compensation liabilities consist of the following:
SCHEDULE
OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES
September
30, 2021
December
31, 2020
Director fees
$ 140,000
$ 135,000
Bonus expenses
129,358
121,858
Commissions
2,148
2,148
Consulting
608,784
-
Administrative payroll
3,547,880
3,874,340
Total
$ 4,428,170
$ 4,133,346
NOTE
7— COMMITMENTS AND CONTINGENCIES
Litigation
and Claims
Various
vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking
collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will
seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our
current liabilities. We have not accrued any liability for claims or judgments that we have determined to be barred by the applicable
statute of limitations, which generally is eight years for judgments in Utah.
Playboy
Enterprises, Inc.
Our
affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012
asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of
contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment of $ 6.6 million to Playboy against
Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent
infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated
collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the circuit court. We
have accrued $ 17,205,599 as of September 30, 2021, and December 31, 2020, related to this judgment, which is included in liabilities
in discontinued operations.
12
Delinquent
Payroll Taxes, Interest, and Penalties
In
November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest,
and penalties, which required us to pay $ 500,000 ,
remain current in our payment of taxes for five years , and forego claiming any net operating
losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $ 1,455,767
waived by the Offer. In June 2013, we entered
into a partial installment agreement to pay $ 768,526
in unpaid 2009 payroll taxes, which required
us to pay the IRS 5 %
of cash deposits. The monthly payments were to continue until the account balances were paid in full or until the collection statute
of limitation expired on October 6, 2020. We are currently in communication with the IRS regarding the statute of limitations on this
settlement and appropriate next steps. Amounts of $ 673,645
and $ 673,645
were due as of September 30, 2021, and December
31, 2020, respectively.
Employment
Agreements
We
engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended
in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively
terminating the agreement. However, the amendment to his employment agreement in September 2017 reinstated Mr. Hawatmeh to his previous
positions, with a salary in an amount to be determined. Among other things, the reinstated employment agreement: (a) grants options to
purchase a minimum of 6,000
shares of our stock each year, with an exercise
price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b)
provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well
as any other bonus approved by our board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal
to 5 %
of our earnings before interest, taxes, depreciation, and amortization for the applicable quarter; (ii) bonuses equal to 1 %
of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual
bonus (payable quarterly) equal to 1 %
of our gross sales of all products, net of returns and allowances. On January 1, 2020, we resumed accruing wages for our chief executive
officer. A total of $ 258,750
was accrued during the nine months ended September 30, 2021.
We
also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each
year.
During
the nine months ended September 30, 2021 and 2020, we granted options to purchase 0 and 8,000 shares of common stock to Mr. Hawatmeh
and Ms. Hollinger, respectively. We recorded expenses totaling $ 0 and $ 56 during the nine months ended September 30, 2021 and 2020, respectively,
for these options.
We
have no other agreements requiring the grant of options.
License
Agreements
We
have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are
based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.
NOTE
8— NOTES PAYABLE
Notes
payable consisted of the following:
SCHEDULE
OF NOTES PAYABLE
September
30, 2021
December
31, 2020
Note payable to former service
provider for past due account payable (current)
$ 90,000
$ 90,000
Note payable for settlement of debt (long term)
500,000
500,000
Small Business Administration
loan
156,000
156,000
Total
$ 746,000
$ 746,000
There
was $ 247,577 and $ 208,078 of accrued interest due on these notes as of September 30, 2021, and December 31, 2020, respectively.
13
NOTE
9— CONVERTIBLE DEBENTURES
Convertible
debentures consisted of the following:
SCHEDULE
OF CONVERTIBLE DEBENTURES
September
30, 2021
December 31, 2020
Long term portion
$ 1,854,205
$ 1,787,816
Convertible debenture, 5 % stated
interest rate, secured by all of our assets, due on May 30, 2022
$ 200,000
$ 200,000
Convertible debenture, 5 %
stated interest rate, secured by all of our assets, due on December
8, 2021
25,000
25,000
Convertible debenture, 5 %
stated interest rate, secured by all of our assets, due on December
8, 2021
25,000
25,000
Convertible debenture, 5 %
stated interest rate, secured by all of our assets, due on December
8, 2021
25,000
25,000
Convertible debenture,
5 % stated interest rate, secured by all of our assets, due on April 30, 2027
2,390,528
2,390,528
Subtotal
$ 2,665,528
$ 2,665,528
Less: discounts
( 547,039 )
( 613,428 )
Total
$ 2,118,489
$ 2,052,100
Less: current portion
( 264,284 )
( 264,284 )
Long term portion
$ 1,854,205
$ 1,787,816
The
convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $ 100 or the lowest bid price
for the 20 trading days prior to conversion. During the nine months ended September 30, 2021, the convertible debenture holder converted
$ 6,750 of accrued but unpaid interest into 225,000 shares of our common stock.
As
of September 30, 2021, and December 31, 2020, we had accrued interest on the convertible debentures totaling $ 1,621,443
and $ 1,528,511 , respectively, of which $ 1,181,171 and $ 41,960 was current and $ 1,569,200 and $ 1,486,551 was long term, respectively.
As of September 30, 2021, and December 31, 2020, the debentures, including accrued but unpaid interest, were convertible into
141,554,300 and 167,761,552 shares of our common stock.
NOTE
10— DERIVATIVE LIABILITIES
As
discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $ 2,665,528 with
the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser
of $ 100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives
are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments
at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change.
We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo
simulation as of September 30, 2021, using the following assumptions:
SCHEDULE
OF DERIVATIVE LIABILITIES AT FAIR VALUE
Volatility
112.9 % - 142.6 %
Risk-free rates
0.15 %
- 0.75 %
Stock price
$ 0.077
Remaining life
0.25 -
5.58 years
The
fair values of the derivative instruments are measured each quarter, which resulted in a loss of $ 176,746 and $ 318,564 during the nine
months ended September 30, 2021 and 2020, respectively, and a loss of $ 62,086 and a gain of $ 39,700 during the three months ended September
30, 2021 and 2020, respectively. As of September 30, 2021, and December 31, 2020, the fair market value of the derivatives aggregated
$ 1,099,400 and $ 922,654 , respectively.
14
NOTE
11 – COMMON STOCK TRANSACTIONS
We
are authorized to issue up to 100,000,000 shares of $ 0.001 par value common stock. During the nine months ended September 30, 2021, we
issued a total of 225,000 shares of common stock for the conversion of $ 6,750 of accrued interest.
NOTE
12— STOCK OPTIONS AND WARRANTS
Stock
Incentive Plans
During
the nine months ended September 30, 2021 and 2020, we granted to employees 0 and 8,000 options, respectively, to purchase shares of common
stock.
The
8,000 options granted during the nine months ended September 30, 2020, were valued using the following assumptions: estimated five-year
term , estimated volatility of 91 %, and a risk-free rate of 1.61 %.
As
of September 30, 2021, and December 31, 2020, we had no unrecognized compensation related to outstanding options that have not yet vested
at year-end that would be recognized in subsequent periods. See Note 6–Other Accrued Liabilities for a description of amounts of
option expenses included in accrued payroll and compensation expense.
As
of September 30, 2021, there were 32,000 options issued and vested with a weighted average exercise price of $ 0.08 and a weighted average
remaining life of 2.15 years. Outstanding options as of September 30, 2021, consisted of:
SCHEDULE
OF STOCK OPTIONS OUTSTANDING
Exercise
Price
Count
Average
Exercise
Remaining
Life
Exercisable
$ 0.01
8,000
0.01
3.52
8,000
$ 0.10
24,000
0.10
1.62
24,000
Total
32,000
0.08
5.14
32,000
NOTE
13— DISCONTINUED OPERATIONS
At
October 21, 2016, we exited the beverage licensing and distribution business. The assets and liabilities associated with this business
are displayed as assets and liabilities from discontinued operations as of September 30, 2021, and December 31, 2020, as a result. Additionally,
the revenues and costs associated with this business are displayed as losses from discontinued operations for the nine months ended September
30, 2021 and 2020.
Total
assets and liabilities included in discontinued operations were as follows:
SCHEDULE
OF DISCONTINUED OPERATIONS
September
30, 2021
December
31, 2020
Assets from Discontinued Operations:
Cash
$ -
$ -
Total
assets from discontinued operations
$ -
$ -
Liabilities from Discontinued Operations:
Accounts payable
$ 19,456,998
$ 19,456,998
Accrued liabilities
589,380
589,380
Accrued interest
1,291,010
1,176,226
Accrued payroll and compensation
expense
131,108
131,108
Current maturities of long-term
debt
239,085
239,085
Related-party payable
1,776,250
1,776,250
Short-term
advances payable
2,784,773
2,784,773
Total
liabilities from discontinued operations
$ 26,268,604
$ 26,153,820
Net
loss from discontinued operations for the nine months ended September 30, 2021 and 2020, were comprised of the following components:
Nine
months ended September 30,
2021
2020
Other expense:
Interest
expense
( 114,784 )
( 115,204 )
Total other expense
( 114,784 )
( 115,204 )
Net loss from discontinued
operations
$ ( 114,784 )
$ ( 115,204 )
NOTE
14— SUBSEQUENT EVENTS
We
have evaluated all events occurring subsequent to the financial statements and determined there are no additional items to disclose.
15
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with our condensed consolidated financial statements and notes to our financial statements
included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere
in this report.
Overview
Based
on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products,
including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to
brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more
than 50 key, international markets.
During
2021, we continued under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute,
and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER®
brand name. In 2020, our efforts had been devoted to phase one of our development of all HUSTLER®-branded products, which led us
to generating revenue during 2020 for the first time in several years.
16
Results
of Operations for the Three and Nine Months Ended September 30, 2021, Compared to the Three and Nine Months Ended September 30, 2020
Sales
and Cost of Sales
During
the three months ended September 30, 2021 and 2020, we had net sales of $961,474and $405,005, respectively, and cost of sales of $339,076
and $228,380, respectively, for gross profit of $622,398 and $176,625, respectively. During the nine months ended September 30, 2021,
we had net sales of $2,281,529 and $935,319, respectively, and cost of sales of $803,135 and $425,699, respectively, for gross profit
of $1,478,394 and $509,620, respectively. The net sales for the three months ended September 30, 2021, consisted of product sales, which
increased about 137.4% from the prior year. For the nine months ended September 30, 2021, net sales included revenue received in the
first quarter of 2021 related to our agreement to develop and distribute certain HUSTLER® branded product, which was approximately
143.9% higher than net sales for the corresponding period in the previous year.
Operating
Expenses
During
the three months ended September 30, 2021 and 2020, employee costs were $139,520 and $126,559, respectively, and selling, general, and
administrative expenses were $514,358 and $129,125, respectively, representing an increase in operating expenses of $385,233,
or 155.7%, in the current period. During the nine months ended September 30, 2021 and 2020, employee costs were $408,485 and
$169,169, respectively, and selling, general, and administrative expenses were $1,165,870 and $248,059, respectively, representing an
increase in operating expenses of $1,157,127, or 277.3%, in the current period. The increase in operating expenses period over period
is the result of substantially increased activities attributable to the development of products under the HUSTLER® brand name in
2020.
Other
Income and Expense
Other
income and expenses during the three months ended September 30, 2021 and 2020, consisted of $172,400 and $154,318 in interest expense
and a loss of $62,086 and a gain of $39,700 on derivative valuation, respectively.
Other income and expenses during the nine months ended September 30, 2021 and 2020, consisted of $507,614 and $466,953 in interest expense;
a loss on disposal of equipment of $0 and $9,771, a loss of $176,746 and $318,564 on derivative valuation; other income of $0 and $42,000,
respectively; and a gain on forgiveness of debt of $12,917 and $0, respectively. The decrease in other expenses period over period is
the result of a decrease to our loss on derivative valuation.
Liquidity
and Capital Resources
We
have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was approximately
$78.8 million and $77.9 million at September 30, 2021, and December 31, 2020, respectively. As of September 30, 2021, and December 31,
2020, we had current assets of $1,217,186 and $942,442, respectively, and current liabilities of approximately $39 million and $38.1
million, respectively, creating working capital deficits of approximately $37.8 million and $37.1 million, respectively, as of September
30, 2021, and December 31, 2020.
Operating
Activities
We
have only nominal cash or short-term assets, while our current liabilities aggregated approximately $39 million as of September 30, 2021.
During the nine months ended September 30, 2021, operations generated $152,353 of net cash, comprised of a loss from continuing operations
of $767,404, noncash items totaling $15,093 consisting primarily of losses recognized from the changes in fair values of derivative liabilities
and debt discount amortization, repayment expenses paid by related parties on our behalf of $268,924, and changes in working capital
totaling $934,850. During the nine months ended September 30, 2020, operations generated $135,415of net cash, comprised of a net loss
from continuing operations of $660,896, noncash items totaling $418,085consisting of losses recognized from the changes in fair values
of derivative liabilities and expense paid by related parties on our behalf, and changes in working capital totaling $378,226.
17
Financing
Activities
During
the nine months ended September 30, 2021, financing activities used $214,421 of cash, compared to using$126,061 of cash during the nine
months ended September 30, 2020. Cash used in financing activities during the nine months ended September 30, 2021, consisted of repayments
of related-party loans. Cash used in financing activities during the nine months ended September 30, 2020, consisted of advances from
convertible debentures totaling $15,000, repayments of bank overdrafts of $1,611, repayments on related-party payables of $270,150, advances
from related parties of $10,700, advances from loans payable of $156,000 and repayments on loans payable $36,000.
Our
Capital Resources and Anticipated Requirements
Our
monthly operating costs total approximately $143,000 per month, excluding approximately $50,000 of accruing interest expense and capital
expenditures. We are generating sales revenue under our Exclusive Manufacturing and Distribution Agreement with GloBrands, LLC. Currently,
we do not have enough cash on hand to sustain our business operations, and we expect to access external capital resources in the future.
In
conjunction with our efforts to commercialize new products, we are actively seeking infusions of capital from investors. In our current
financial condition, it is unlikely that we will be able to obtain additional debt financing. Even if we did acquire additional debt,
we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.
Accordingly,
we are looking to obtain equity financing to meet our anticipated capital needs. We cannot assure that we will be successful in obtaining
such capital. If we were to issue additional shares for debt and/or equity, this would dilute the value of our common stock and existing
stockholders’ positions. We also have no authorized but unissued capital available.
Convertible
Debentures
We
currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity,
with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal
balance of $2.4 million, with accrued interest of $1.5 million as of September 30, 2021. We also have four additional convertible debentures
with Tekfine with maturity dates ranging from December 8, 2021, through May 30, 2022, totaling $275,000, unless earlier converted. The
convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending
on the instrument) or the lowest bid price for the 20 trading days prior to conversion.
Going
Concern
These
interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing
will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly,
the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification
of assets and liabilities that might be necessary should we not be unable to continue as a going concern.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
Critical
Accounting Policies
We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
Refer to Note 2 – Summary of Significant Accounting Policies for discussion.
18
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to provide the information required by this item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of September 30, 2021, we carried out an evaluation, under the supervision and with the participation of management, including our chief
executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon
that evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2021, to provide
reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such
information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
In
designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a
control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls
is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting during the quarter ended September 30, 2021, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
19
PART
II—OTHER INFORMATION
ITEM
6. EXHIBITS
The
following exhibits are filed as a part of this report:
Exhibit
Number*
Title
of Document
Location
Item
31
Rule
13a-14(a)/15d-14(a) Certifications
31.01
Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14
This
filing.
Item
32
Section
1350 Certifications
32.01
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
This
filing.
Item
101
Interactive
Data File
101.INS
XBRL
Instance Document
This
filing.
101.SCH
XBRL
Taxonomy Extension Schema
This
filing.
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase
This
filing.
101.DEF
XBRL
Taxonomy Extension Definition Linkbase
This
filing.
101.LAB
XBRL
Taxonomy Extension Label Linkbase
This
filing.
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase
This
filing.
*
All
exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number
following the decimal indicating the document’s sequence.
**
The
XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such
filing or document.
20
SIGNATURE
PAGE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CIRTRAN
CORPORATION
Dated:
November 15, 2021
By:
/s/ Iehab
Hawatmeh
Iehab
Hawatmeh, President
Principal
Executive and Financial Officer
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.