What changed in this filing

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Item 9A. Controls and Procedures

2024-04-19 compared with 2023-04-18 · 47 added, 47 removed, 351 unchanged (21% of the section changed)

39 unchanged sentences

detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria

established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”).

Based upon this evaluation, management concluded that our internal control over financial reporting

was not effective as of December 31, 2022.

has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and

criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

Based upon this evaluation, management concluded that our internal control over

financial reporting was not effective as of December 31, 2023.

on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not

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Stock Award(s) ($)

Awards ($) (1)

Non Equity Incentive Plan Compen-

Change in Pension Value and Non-

Qualified Deferred Compen- sation Earnings ($)

Option Awards ($) (1)

Non Equity Incentive Plan Compen- sation

Change in Pension Value and Non- Qualified Deferred Compen- sation Earnings ($)

All Other Compen- sation ($)

1 unchanged sentence

Kathryn Hollinger (4)

Hawatmeh accrued $296,500 of his salary in 2022 and 2021.

Hawatmeh accrued $297,000 and $345,000 of his salary in 2023 and 2022.

amount is the fair value of the option awards on the date of grant in accordance with Financial Accounting Standards Board Accounting

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or within one year, after a change in control, then two times his annual base salary and bonus payment amounts.

the years ended December 31, 2022 and 2021, we accrued for 6,000 and 6,000 stock options, respectively, relating to this employment agreement.

The fair market value of the options issued during the year ended December 31, 2022 and 2021 was $293 and $139, respectively.

the years ended December 31, 2023 and 2022, we accrued 6,000 and 6,000 stock options, respectively, relating to this employment agreement.

The fair market value of the options issued during the years ended December 31, 2023 and 2022 was $139 and $293, respectively.

Equity Awards at Fiscal Year End

1 unchanged sentence

by the Named Executive Officers as of December 31, 2023:

Number of Securities Underlying Unexercised

Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexer- cisable (1)

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexer- cisable (1)

Equity Incentive Plan Awards:

of Securities Underlying Unexer- cised Unearned Options(#)

Number of Securities Underlying Unexer- cised Unearned Options(#)

Option Exercise Price($)

Option Expiration Date

or Units of Stock

That Have Not Vested(#)

Market Value of Shares or Units of

Stock That Have Not Vested($)

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:

of Unearned Shares, Units or Other Rights That Have Not Vested(#)

Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)

Equity Incentive Plan Awards:

or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)

Iehab Hawatmeh

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of March 17, 2023, respecting the beneficial ownership of our outstanding common stock

following table sets forth certain information, as of April 15, 2024, respecting the beneficial ownership of our outstanding common stock

(i) any holder of more than 5%;

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and (iii) our directors and Named Executive Officers as a group, based on 4,945,417 shares of common stock outstanding.

of Person or Group (1)

Name of Person or Group (1)

Nature of Ownership

Principal Stockholders:

Kathryn Hollinger

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The principal balance owing on the notes as of December 31, 2023, of $72,466 is included in liabilities from discontinued operations.

the year ended December 31, 2022, we made repayments to related parties of $154,832 had other noncash reductions of $422,315.

$21,882 of short-term advances due to related parties as of December 31, 2022.

The advances are due on demand and included in current

No demand for payment has been made.

of December 31, 2022, we owed our president a total of $433,379 in unsecured advances due on demand.

of December 31, 2022, we owed $13,740 to a related party through trade payables incurred in the normal course of business.

of December 31, 2023 and 2022, we owed our president a total of $433,379 and $433,379, respectively, in unsecured 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.

of December 31, 2023 and 2022, we owed a total of $0 and $13,740, respectively, 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

the year ended December 31, 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $193,222.

2 unchanged sentences

paid for inventory in arm’s-length transactions.

Total inventory purchases from the related party were $341,734 during the year

ended December 31, 2022.

Total inventory purchases from the related party were $837,618 and $341,734 during

the periods ended December 31, 2023 and 2022, respectively.

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

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PRINCIPAL ACCOUNTING FEES AND SERVICES

firm of Fruci & Associates II, PLLC has served as our independent registered public accounting firm since July 2020.

firm of Fruci & Associates has served as our independent registered public accounting firm since July 2020.

our fiscal year ended December 31, 2023, we were billed approximately $32,600 for professional services rendered for the audit and reviews

2 unchanged sentences

services rendered for the audit and reviews of our consolidated financial statements.

our fiscal years ended December 31, 2022 and 2021, we did not incur any audit-related fees.

For our fiscal years

ended December 31, 2023 and 2022, we were billed approximately $11,250 and $0, respectively, for audit-related fees.

our fiscal years ended December 31, 2023 and 2022, we were not billed for professional services rendered for tax compliance, tax advice,

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TK-2 in the amount of $200,000 payable to Tekfine, LLC

by reference from the registration statement on Form 10 filed May 11, 2018

Incorporated by reference from the registration statement on Form 10 filed May 11, 2018

Amendment No.

1 to Secured Convertible Debenture between CirTran Corporation and Tekfine, LLC, effective April 20, 2018

by reference from the registration statement on Form 10 filed May 11, 2018

Incorporated by reference from the registration statement on Form 10 filed May 11, 2018

Amendment No.

2 to Secured Convertible Debenture between CirTran Corporation and Tekfine, LLC, effective May 12, 2020

by reference from our Annual Report on Form 10-K for the year ended December 31, 2019, filed May 29, 2020

Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2019, filed May 29, 2020

Material Contracts

Employment Agreement with Iehab Hawatmeh dated August 1, 2009

by reference from our Annual Report on Form 10-K/A for the year ended December 31, 2011, filed April 30, 2012

Incorporated by reference from our Annual Report on Form 10-K/A for the year ended December 31, 2011, filed April 30, 2012

CirTran Corporation 2013 Incentive Plan

by reference from our Registration Statement on Form S-8 filed August 26, 2013

Incorporated by reference from our Registration Statement on Form S-8 filed August 26, 2013

Amendment No.

1 to Employment Agreement with Iehab J.

by reference from the registration statement on Form 10/A filed June 18, 2018

Incorporated by reference from the registration statement on Form 10/A filed June 18, 2018

Exclusive Manufacturing and Distribution Agreement dated December 30, 2019

by reference from our Current Report on Form 8-K filed January 27, 2020

Incorporated by reference from our Current Report on Form 8-K filed January 27, 2020

Commercial Lease dated November 29, 2019

by reference from our Current Report on Form 8-K filed January 27, 2020

of Subsidiaries

Incorporated by reference from our Current Report on Form 8-K filed January 27, 2020

Schedule of Subsidiaries

by reference from our Annual Report on Form 10-K for the year ended December 31, 2019, filed May 29, 2020

13a-14(a)/15d-14(a) Certifications

Schedule of Subsidiaries

Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2019, filed May 29, 2020

Rule 13a-14(a)/15d-14(a) Certifications

Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14

1350 Certifications

Section 1350 Certifications

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

32 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures