What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 54 added, 139 removed, 286 unchanged (40% of the section changed)

46 unchanged sentences

effective due to the following material weakness identified:

Lack of appropriate segregation

Lack of control procedures

that include multiple levels of supervision and review,

Lack of financial resources

to engage adequate external expertise;

Overreliance upon independent

financial reporting consultants for review of critical accounting areas and disclosures and material, nonstandard transactions.

of appropriate segregation of duties,

of control procedures that include multiple levels of supervision and review,

of financial resources to engage adequate external expertise;

upon independent financial reporting consultants for review of critical accounting areas and disclosures and material, nonstandard

transactions.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

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Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Iehab Hawatmeh

President, Chief Executive

July 2000 to date

Chief Financial Officer,

Kathryn Hollinger

Director, Controller

August 2011 to date

Chief Executive Officer,

Financial Officer, Chairman

Hawatmeh founded our predecessor company in 1993 and has been our chairman, president, and chief executive officer since July 2000,

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Kathryn Hollinger (3)

Hawatmeh accrued $271,790

and $297,000 of his salary in 2024 and 2023.

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

See note 2 to our consolidated financial statements.

Includes $12,000 for car

allowance for each of 2024 and 2023 and $3,600 and $3,600 for medical insurance premiums for 2024 and 2023.

Hollinger’s compensation

listed in this table is for her services as our controller.

Fees accrued as director

compensation.

Hawatmeh accrued $296,498 and $271,790 of his salary in 2025 and 2024.

$12,000 for car allowance for each of 2025 and 2024 and $3,600 and $3,600 for medical insurance premiums for 2025 and 2024.

Hollinger’s compensation listed in this table is for her services as our controller.

accrued as director compensation.

Agreements—Change in Control

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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, 2024 and 2023, we accrued 0 and 6,000 stock options, respectively, relating to this employment

The fair market value of the options issued during the years ended December 31, 2023 awas $139.

Equity Awards at Fiscal Year End

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Kathryn Hollinger

Iehab Hawatmeh

Kathryn Hollinger

for Iehab Hawatmeh, who is also our chief executive officer, we pay our directors $5,000 per year to serve on our board.

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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

Kathryn Hollinger

All Executive Officers and Directors as a Group

Options (2)(3)

Less than one percent.

Address for all stockholders

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

Includes options to purchase

shares that have been accrued for services provided during the preceding fiscal years and that have not expired.

These options can

be exercised any time at exercise prices ranging from $0.10 to $0.01 per share.

Includes options to purchase

shares that have been accrued for services provided the preceding fiscal years and that have not expired.

These options can be exercised

any time at exercise prices ranging from $0.10 to $0.01 per share.

All Executive Officers and Directors as a Group (2 persons):

than one percent.

for all stockholders is 6360 S Pecos Road, Suite 8, Las Vegas, NV 89120.

options to purchase shares that have been accrued for services provided during the preceding fiscal years and that have not expired.

These options can be exercised any time at an exercise price of $0.01 per share.

persons named in the above table have sole voting and dispositive power respecting all shares beneficially owned, subject to community

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The principal balance owing on the notes as of December 31, 2025, of $72,466 is included in liabilities from discontinued operations.

of December 31, 2024 and 2023, 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.

As of December 31, 2024, the Company owes the CEO $7,059 for short term advances to the Company.

The advances are non-interest bearing

and due on demand.

the years ended December 31, 2024 and 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $223,774

and $193,222, respectively.

of December 31, 2025, we owed our president a total of $433,379, 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.

inventory purchases from the related party were $251,394 and $292,102 during the years ended December 31, 2025 and 2024, respectively.

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 $1,168,930 and $837,618 during the periods ended December 31, 2024 and 2023, respectively.

All transactions were at a 2% markup over the related-party’s

cost paid for inventory in arm’s-length transactions.

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 has served as our independent registered public accounting firm since July 2020.

our fiscal year ended December 31, 2024, we were billed approximately $37,650 for professional services rendered for the audit and reviews

of our consolidated financial statements.

For our fiscal year ended December 31, 2023, we were billed approximately $32,600 for professional

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

our fiscal years ended December 31, 2024 and 2023, we were billed approximately $0 and $11,250, respectively, for audit-related fees.

our fiscal years ended December 31, 2024 and 2023, we were not billed for professional services rendered for tax compliance, tax advice,

and tax planning.

did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2024 and

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

aggregate fees billed for the most recently completed fiscal years ended December 31, 2025 and 2024 for professional services rendered

by our auditor Fruci & Associates II, PLLC for the audit of our annual financial statements and review of the financial statements

included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory

and regulatory filings or engagements for these fiscal periods were as follows:

December 31, 2025

December 31, 2024

Audit Related Fees

All Other Fees

and Non-Audit Service Preapproval Policy

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EXHIBITS and FINANCIAL STATEMENT SCHEDULES

Articles of Incorporation and Bylaws

Articles of Incorporation

Incorporated by reference

from our Current Report on Form 8-K filed July 17, 2000

by reference from our Current Report on Form 8-K filed July 17, 2000

Amended and Restated Bylaws

Incorporated by reference

from our Current Report on Form 8-K filed August 18, 2011

by reference from our Current Report on Form 8-K filed August 18, 2011

Articles of Amendment to Articles of Incorporation of CirTran Corporation

Incorporated by reference

from our Current Report on Form 8-K filed August 18, 2011

by reference from our Current Report on Form 8-K filed August 18, 2011

Second Amendment to Articles of Incorporation of CirTran Corporation

Incorporated by reference

from our Current Report on Form 8-K filed May 8, 2015

Instruments Defining the Rights of Security Holders,

Including Debentures

Specimen stock certificate

Incorporated by reference

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

Amended, Restated, and Consolidated Secured Convertible Debenture No.

TK-1 in the amount of $3,437,798 payable to Tekfine, LLC

Incorporated by reference

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

Secured Convertible Debenture No.

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

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

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

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

CirTran Corporation 2013 Incentive Plan

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

Exclusive Manufacturing and Distribution Agreement dated December 30, 2019

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

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

by reference from our Current Report on Form 8-K filed May 8, 2015

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

Section 1350 Certifications

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

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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 sequence of the document.

Omitted numbers in the sequence refer to documents previously filed with the SEC as exhibits

to previous filings, but no longer required.

Identifies each management

contract or compensatory plan or arrangement required to be filed.

Users of this data are

advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration

statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934

and otherwise are not subject to liability.

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FORM 10-K SUMMARY

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on its behalf by the undersigned, thereunto duly authorized.

CIRTRAN CORPORATION

April 15, 2026

Iehab Hawatmeh, President

Chief Financial Officer (Principal Executive

Officer, Principal Financial Officer)

Iehab Hawatmeh

Hawatmeh, President

Financial Officer (Principal Executive

Principal Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

2 unchanged sentences

Iehab Hawatmeh

Iehab Hawatmeh, Director, President

Chief Financial Officer (Principal Executive

Officer, Principal Financial Officer)

Hawatmeh, Director, President

Financial Officer (Principal Executive

Principal Financial Officer)

April 15, 2026

Kathryn Hollinger, Director

Kathryn Hollinger

Hollinger, Director

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