UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File No. 000-49654
CirTran
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
68-0121636
(State
or other jurisdiction
of
incorporation or organization)
(IRS
Employer
Identification
No.)
6360
S Pecos Road , Suite 8 , Las Vegas , NV 89120
(Address
of principal executive offices and zip code)
(801)
963-5112
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
None
None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May
20, 2026, there were 4,945,417 shares of common stock, $ 0.001 par value, outstanding.
TABLE
OF CONTENTS
Item
Page
Part I—Financial Information
1
Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (Audited)
3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)
6
Notes to Unaudited Condensed Consolidated Financial Statements
7
2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
3
Quantitative and Qualitative Disclosures about Market Risk
21
4
Controls and Procedures
21
5
Other Information
21
Part II—Other Information
6
Exhibits
22
Signatures
23
2
PART
I—FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CIRTRAN
CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
March 31,
2026
December 31,
2025
(Unaudited)
(Audited)
ASSETS
Current assets:
Cash
$ 11,336
$ 9,589
Inventory
1,177,603
1,136,546
Deposits on inventory
309,426
281,288
Accounts receivable, net
296,729
365,661
Other current assets
470,818
468,340
Total current assets
2,265,912
2,261,424
Investment in securities at cost
248,000
248,000
Property and equipment, net of accumulated depreciation
4,131
4,607
Total assets
$ 2,518,043
$ 2,514,031
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$ 142,469
$ 149,448
Liabilities for product returns and credits
65,576
90,810
Short-term advances payable
162,866
162,866
Short-term advances payable - related parties
1,461,554
1,400,699
Short-term advances payable
1,461,554
1,400,699
Accrued liabilities
2,654,255
2,758,884
Accrued payroll and compensation expense
5,749,011
5,674,164
Accrued interest, current portion
6,887,786
6,739,423
Convertible debenture, current portion, net of discounts
264,284
264,284
Note payable, current portion
90,000
90,000
Note payable to stockholders
151,833
151,833
Note payable
151,833
151,833
Derivative liabilities
2,289,108
2,393,544
Liabilities from discontinued operations
2,531,989
4,818,427
Total current liabilities:
22,450,731
24,694,382
Deferred tax liability
Note payable, net of current portion
643,000
643,000
Convertible debenture, net of current portion, net of discount
2,310,806
2,283,844
Total liabilities
25,404,537
27,621,226
Commitments and contingencies
—
—
Stockholders’ deficit:
Common stock, par value $ 0.001 ; 100,000,000 shares authorized; 4,945,417 shares issued and outstanding
4,945
4,945
Additional paid-in capital
37,233,561
37,233,561
Accumulated deficit
( 60,125,000 )
( 62,345,701 )
Total stockholders’ deficit
( 22,886,494 )
( 25,107,195 )
Total liabilities and stockholders’ deficit
$ 2,518,043
$ 2,514,031
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CIRTRAN
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
2026
2025
For the Three Months Ended
March 31,
2026
2025
Net sales
$ 1,161,353
$ 460,816
Cost of sales
697,971
190,522
Gross profit
463,382
270,294
Operating expenses
Employee costs
130,020
128,908
Selling, general and administrative expenses
297,240
184,659
Total operating expenses
427,260
313,567
Income (loss) from operations
36,122
( 43,273 )
Other income (expense)
Interest expense
( 211,806 )
( 202,374 )
Gain on forgiveness of debt
5,511
5,141
Gain (loss) on derivative valuation
104,436
132,234
Total other expense
( 101,859 )
( 64,999 )
Net loss from continuing operations
( 65,737 )
( 108,272 )
Income (loss) from discontinued operations
2,286,438
( 37,841 )
Net Income (Loss) before income tax
2,220,701
( 146,113 )
Income tax
—
( 9,323 )
Net Income (Loss)
$ 2,220,701
$ ( 155,436 )
Net loss from continuing operations per common share, basic and diluted
$ ( 0.01 )
$ ( 0.02 )
Net income (loss) from discontinued operations per common share, basic and diluted
$ 0.46
$ ( 0.01 )
Net income (loss) per common share, basic and diluted
$ 0.45
$ ( 0.03 )
Basic and diluted weighted average common shares outstanding
4,945,417
4,945,417
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CIRTRAN
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
Shares
Amount
Capital
Deficit
deficit
Common Stock
Additional
Paid-in
Accumulated
Total
stockholders’
Shares
Amount
Capital
Deficit
deficit
Balance, December 31, 2025
4,945,417
$ 4,945
$ 37,233,561
$ ( 62,345,701 )
$ ( 25,107,195 )
Net income
—
—
—
2,220,701
2,220,701
Balance, March 31, 2026
4,945,417
$ 4,945
$ 37,233,561
$ ( 60,125,000 )
$ ( 22,886,494 )
Common Stock
Additional
Paid-in
Accumulated
Total
stockholders’
Shares
Amount
Capital
Deficit
deficit
Balance, December 31, 2024
4,945,417
$ 4,945
$ 37,233,561
$ ( 61,644,067 )
$ ( 24,405,561 )
Net loss
—
—
—
( 155,436 )
( 155,436 )
Net income (loss)
—
—
—
( 155,436 )
( 155,436 )
Balance, March 31, 2025
4,945,417
$ 4,945
$ 37,233,561
$ ( 61,799,503 )
$ ( 24,560,997 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CIRTRAN
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2026
2025
For the Three Months Ended
March 31,
2026
2025
Cash flows from operating activities
Net income (loss)
$ 2,220,701
$ ( 155,436 )
Adjustments to reconcile net income (loss) to net cash used by operating activities:
(Income) loss from discontinued operations
( 2,286,438 )
37,841
Depreciation expense
476
501
Gain on derivative valuation
( 104,436 )
( 132,234 )
Debt discount amortization
26,960
25,682
Gain on forgiveness of debt
( 5,511 )
( 5,141 )
Changes in operating assets and liabilities:
Inventory
( 41,057 )
( 104,559 )
Deposits on inventory
( 28,138 )
1,395
Deposits on inventory - related party
—
637
Accounts receivable
68,932
( 101,967 )
Other current assets
( 2,478 )
( 5,730 )
Accounts payable
( 1,468 )
( 10,173 )
Liabilities for product returns and credits
( 25,234 )
11,274
Accrued liabilities
( 104,627 )
( 217,031 )
Accrued payroll and compensation
74,847
62,944
Accrued interest
148,363
123,669
Net cash used by operating activities
( 59,108 )
( 468,328 )
Cash flows from financing activities:
Bank overdraft
—
( 30,384 )
Proceeds from related-party loans
60,855
499,922
Net cash provided by financing activities
60,855
469,538
Net change in cash
1,747
1,210
Cash, beginning of period
9,589
—
Cash, end of period
$ 11,336
$ 1,210
Supplemental disclosure of cash flow information:
Cash paid for interest
$ —
$ —
Cash paid for income taxes
$ —
$ —
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CIRTRAN
CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2026
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. Business continued to thrive in the States
and some international countries, expanding across borders and reaching new markets. Despite challenges, The Company adapted and flourished,
driven by great brand and product categories. This growth was not only boosted by the domestic economy but also established a global
presence, solidifying the foundation for future success.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
Our
unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission
(the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements
and notes included in our Form 10-K for the fiscal year ended December 31, 2025. In the opinion of our management, all adjustments, including
normal recurring adjustments necessary to present fairly our financial position, as of March 31, 2026, and the results of our operations
and cash flows for the three 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, 2026.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives
of property and equipment. Actual results could differ from those estimates.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the company and our wholly owned subsidiaries: CirTran Products Corp., LBC
Products, Inc., and CirTran Asia, Inc. Intercompany accounts and transactions have been eliminated in consolidation.
Concentrations
of Credit Risk
We
maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor
our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal
Deposit Insurance Corporation insurable limit.
As
of March 31, 2026 and December 31, 2025, one customer represented 75.8 % and 97.4 %, respectively, of the Company’s total accounts
receivable, resulting in a significant concentration of credit risk.
7
Operating
Segments
Operating
segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the
Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual
segment and in assessing performance. Our chief operating decision maker is the Chief Executive Officer. The Company has two operating
segments as of March 31, 2026 and December 31, 2025 (see Note 12).
Cash
Equivalents
We
consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash
equivalents as of March 31, 2026 and December 31, 2025.
Revenue
Recognition
We
follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue
from Contracts with Customers , for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements.
We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer
of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange
for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with
the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for
returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
During
the three months ended March 31, 2026 and 2025, we recognized revenue of $ 19,632 and $ 20,408 , respectively, related to the performance
obligations under product development service agreements with customers. We recognize $ 5,000 per month for administrative services and
a 5% markup per agreement .
Additionally,
we recognized revenues of $ 1,141,721 and $ 440,408 during the three months ended March 31, 2026 and 2025, respectively, related to the
delivery of products to our customers. Each delivery is based on the unique contract with the customer, which is a stand-alone contract
that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place,
time, and price. We recognize revenue under the unique contract upon fulfilment of our performance obligations therein, typically limited
to the delivery of product. Payment terms depend on customer agreement and length of relationship. It varies between cash in advance
to 30-60 days term.
Accounts
Receivable
Revenues
that have been recognized but not yet received are recorded as accounts receivable. The Company estimates credit losses based on the
Current Expected Credit Losses (“CECL”) model in accordance with ASC 326. The allowance for credit losses is based on a variety
of factors, including historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions.
Upon
adoption of ASU 2025-05 in the year ended December 31, 2025, the Company elected the practical expedient to estimate expected credit
losses based on actual uncollected accounts. Under this approach, the Company recognizes credit losses as receivables are deemed uncollectible
rather than applying more complex forward-looking modeling. The Company applied this guidance prospectively, and the adoption did not
have a material impact on the Company’s consolidated financial statements. The election of this practical expedient simplifies
the estimation process by reducing the level of judgment and complexity required in applying the CECL model.
As
of March 31, 2026 and December 31, 2025, the Company has recorded an allowance for doubtful accounts of $ 39,221 and $ 65,704 , respectively.
8
Investment
in Securities
Our
cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 248,000
and $ 248,000
at March 31, 2026 and December 31, 2025, respectively. Because we owned less than 20 %
of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using
the cost method. Pursuant to ASC 321, the Company also searched for observable transactions in the investee’s stock and found
none. We evaluated the investment for impairment and determined that the investment was not impaired as of March 31,
2026.
Inventories
Inventories
are stated at the lower of average cost or net realizable value.
When
there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine
market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers
that require them to purchase their inventory items in the event they cancel their business with us.
From
time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet
component and total $ 309,426 (non-related-party) and $ 0 (related-party) as of March 31, 2026 and $ 281,288 (non-related-party) and $ 0
(related-party) as of December 31, 2025.
For
most of the tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving
product. The Company accrues those taxes on its balance sheet and expenses them on a per-unit basis as sold.
Inventory
balances consisted of the following:
SCHEDULE OF INVENTORY
March 31,
2026
December 31,
2025
Finished goods
$ 1,145,440
$ 1,117,975
Raw materials
32,163
18,571
Total
$ 1,177,603
$ 1,136,546
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 VALUE MEASURED ON RECURRING BASIS
Total Fair
Value at
March 31,
2026
Quoted prices
in active
markets
(Level 1)
Significant
other
observable
inputs (Level 2)
Significant
unobservable
inputs (Level 3)
Derivative liabilities
$ 2,289,108
$ —
$ —
$ 2,289,108
Total Fair
Value at
December 31,
2025
Quoted prices
in active
markets
(Level 1)
Significant
other
observable
inputs (Level 2)
Significant
unobservable
inputs (Level 3)
Derivative liabilities
$ 2,393,544
$ —
$ —
$ 2,393,544
Loss
per Share
Basic
loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding
during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding
would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were approximately
215,792,611 and 237,997,505 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded
in dilutive outstanding shares for the three months ended March 31, 2026 and 2025, respectively, due to the anti-dilutive effect these
would have on net loss per share. We do not currently have adequate authorized but unissued shares to satisfy our obligations should
all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares
but may do so in the future.
Income
Taxes
Income
taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future
tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or
settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred
tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on
matters that may, at least in part, be beyond our control, it is at least reasonably possible that management’s judgment about
the need for a valuation allowance for deferred taxes could change in the near term.
Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement. A liability
for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition
and measurement standards. As of March 31, 2026 and December 31, 2025, no liability for unrecognized tax benefits was required to be
reported.
Recently
Issued Accounting Pronouncements
The
Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting
pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change
to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated
Financial Statements properly reflect the change.
10
NOTE
3 — GOING CONCERN
The
accompanying consolidated financial statements have been prepared in conformity with US GAAP, which considers our continuation as a going
concern. We had a working capital deficiency of $ 20,184,819 , as of March 31, 2026, and a net loss from continuing operations of $ 65,737
for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $ 60,125,000 . These conditions raise
substantial doubt about our ability to continue as a going concern.
Our
ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain
profitable operations. The accompanying consolidated financial statements do not include any adjustments that may be necessary if we
are unable to continue as a going concern.
In
the coming year, our foreseeable cash requirements will relate to the development of business operations and associated expenses. We
may experience a cash shortfall and be required to raise additional capital.
Historically,
we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by
retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although
we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our
shareholders and us.
NOTE
4 — PROPERTY AND EQUIPMENT
We
incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs
are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included
as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies
used in the manufacture of products.
Property
and equipment and estimated service lives consist of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES
March 31,
2026
December 31,
2025
Useful Life
(years)
Furniture and office equipment
$ 12,212
$ 12,212
5 - 10
Total
12,212
12,212
Less: accumulated depreciation
( 8,081 )
( 7,605 )
Property and equipment, net
$ 4,131
$ 4,607
We
recorded $ 476 and $ 501 of depreciation expense during the three months ended March 31, 2026 and 2025.
NOTE
5 — RELATED PARTY TRANSACTIONS
In
2007, we issued a 10 % promissory note to a family member of our president in exchange for $ 300,000 . The note was due on demand after
May 2008. There were no repayments made during the periods presented. At March 31, 2026 and December 31, 2025, the principal amount owing
on the note was $ 151,833 and $ 151,833 , respectively. No demand for payment has been made.
On
March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $ 315,000 ($ 105,000
each). Under the terms of these three $ 105,000 notes, we received total proceeds of $ 300,000 and agreed to repay the amount received
plus a 5 % borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12 % per annum.
We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of March
31, 2026 and December 31, 2025, was $ 72,466 and $ 72,466 , respectively. No demand for payment has been made.
There
were $ 1,461,554 and $ 1,400,699 of short-term advances due to related parties as of March 31, 2026 and December 31, 2025, respectively.
11
As
of March 31, 2026 and December 31, 2025, we owed our president a total of $ 433,379 and $ 433,379 , respectively, in unsecured advances.
The advances and short-term bridge loans were approved by our board of directors under a 5 % borrowing fee. The borrowing fees were waived
by our president on these loans. These amounts are included in our liabilities from discontinued operations.
Total
inventory purchases from the related parties were $ 0 and $ 231,151 during the three months ended March 31, 2026 and 2025, respectively.
All transactions were at a 2 % markup over the related party’s cost paid for inventory in arm’s-length transactions.
NOTE
6 — OTHER ACCRUED LIABILITIES
Accrued
tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”)
and other tax entities.
Accrued
liabilities consist of the following:
SCHEDULE OF ACCRUED LIABILITIES
March 31,
2026
December 31,
2025
Tax liabilities
$ 32,505
$ 31,769
Accrued Royalty - Globrands LLC
965,592
928,247
Other
1,656,158
1,798,868
Total
$ 2,654,255
$ 2,758,884
Other
accrued liabilities as of March 31, 2026 and December 31, 2025, include a non-interest-bearing payable totaling $ 45,000 and $ 45,000 ,
respectively, that is due on demand and customer deposits totaling $ 1,607,268 and $ 1,774,016 , respectively.
Accrued
payroll and compensation liabilities consist of the following:
SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES
March 31, 2026
December 31, 2025
Director fees
$ 135,000
$ 135,000
Bonus expenses
121,858
121,858
Commissions
2,148
2,148
Consulting
365,670
371,822
Administrative payroll
5,124,335
5,043,336
Total
$ 5,749,011
$ 5,674,164
NOTE
7 — COMMITMENTS AND CONTINGENCIES
Litigation
and Claims
Various
vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking
collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will
seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our
current liabilities, except where we believe collection or enforcement of the judgments is barred by the applicable statute of limitations,
in which case the liabilities have been eliminated. We have not accrued any liability for claims or judgments that we have determined
to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.
12
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
$ 86,250 and $ 345,000 was accrued during the periods ended March 31, 2026 and December 31, 2025, respectively.
License
Agreements
We
have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are
based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.
NOTE
8 — NOTES PAYABLE
Notes
payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
March 31,
2026
December 31,
2025
Note payable to former service provider for past due account payable (current)
$ 90,000
$ 90,000
Note payable for settlement of debt
500,000
500,000
Small Business Administration loan
143,000
143,000
Total
$ 733,000
$ 733,000
There
is $ 458,278 and $ 447,334 of accrued interest due on these notes as of March 31, 2026 and December 31, 2025, respectively.
NOTE
9 — CONVERTIBLE DEBENTURES
Convertible
debentures consisted of the following:
SCHEDULE OF CONVERTIBLE DEBENTURES
March 31,
2026
December 31,
2025
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
$ 200,000
$ 200,000
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
25,000
25,000
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
25,000
25,000
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
25,000
25,000
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
2,390,528
2,390,528
Subtotal
$ 2,665,528
$ 2,665,528
Less: discounts
( 90,438 )
( 117,400 )
Total
$ 2,575,090
$ 2,548,128
Less: current portion
( 264,284 )
( 264,284 )
Long-term portion
$ 2,310,806
$ 2,283,844
13
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.
On
November 26, 2025, the Company and the lender entered into a Forbearance and Standstill Agreement, extending the maturity date on all
debentures to April 30, 2027.
As
of March 31, 2026 and December 31, 2025, we had accrued interest on the convertible debentures totaling $ 2,211,385 and $ 2,179,837 , respectively.
NOTE
10 — DERIVATIVE LIABILITIES
As
discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $ 2,665,528 with
the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser
of $ 100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives
are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments
at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change.
We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo
simulation as of March 31, 2026 and December 31, 2025, using the following assumptions:
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE
March 31, 2026
December 31, 2025
Volatility
101.2 %
108.7 % - 117.2 %
Risk-free rates
3.59 %
3.53 % - 3.59 %
Stock price
0.0207
$ 0.043
Remaining life
0.25 - 1.08 years
0.25 - 1.33 years
A
summary of the activity of the derivative liability for these notes is as follows:
SCHEDULE OF ACTIVITY OF THE DERIVATIVE LIABILITY
Balance at December 31, 2024
$ 2,458,435
Derivative loss due to mark to market adjustment
( 64,891 )
Balance at December 31, 2025
2,393,544
Balance
2,393,544
Derivative gain due to mark to market adjustment
( 104,436 )
Balance at March 31, 2026
$ 2,289,108
Balance
$ 2,289,108
The
fair values of the derivative instruments are measured each quarter, which resulted in a gain of $ 104,436 and $ 132,234 during the three
months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the fair market value of the derivatives
aggregated $ 2,289,108 and $ 2,393,544 , respectively.
14
NOTE
11 — STOCK OPTIONS AND WARRANTS
Stock
Incentive Plans
As
of March 31, 2026 and 2025, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end that
would be recognized in subsequent periods.
SCHEDULE OF STOCK OPTIONS OUTSTANDING
Number of
Options
Weighted
Average
Exercise
Price
Average Remaining Life
Outstanding, December 31, 2024
32,000
$ 0.01
1.02
Issued
—
$ —
—
Cancelled
( 8,000 )
$ —
—
Exercised
—
$ —
—
Outstanding, December 31, 2025
24,000
$ 0.01
1.02
Issued
—
$ —
—
Cancelled
( 8,000 )
$ —
—
Exercised
—
$ —
—
Exercisable, March 31, 2026
16,000
$ 0.01
0.77
NOTE
12 — SEGMENTS
The
Company uses ASC 280, Segment Reporting , in determining its reportable segments. The Company has two reportable segments based
on sales: Tobacco products and all other sources of revenue. The guidance requires that segment disclosures present the measure(s) used
by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing such segments’
performance. The Company’s CODM is comprised of its executive management team who use revenue and expenses of the two reporting
segments to assess the performance of the business of our reportable operating segments.
The
following table details revenue, operating expenses, and assets for the Company’s reportable segments as of March 31, 2026.
SCHEDULE OF SEGMENTAL INFORMATION
Tobacco Line
All other
product lines
Total
ASSETS
Current Assets:
Cash
$ 11,336
$ —
$ 11,336
Inventory
1,136,387
41,216
1,177,603
Deposits on inventory
298,596
10,830
309,426
Accounts receivable
286,343
10,385
296,729
Other current assets
454,339
16,479
470,818
Total current assets
2,187,002
78,910
2,265,912
Investment in securities at cost
—
248,000
248,000
Property and equipment, net of accumulated depreciation
—
4,131
4,131
Total assets
$ 2,187,002
$ 331,041
$ 2,518,043
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$ 137,483
$ 4,986
$ 142,469
Liabilities for product returns and credits
63,281
2,295
65,576
Short-term advances payable
—
162,866
162,866
Short-term advances payable - related parties
—
1,461,554
1,461,554
Short-term advances payable
—
1,461,554
1,461,554
Accrued liabilities
2,558,608
95,647
2,654,255
Accrued payroll and compensation expense
5,547,796
201,215
5,749,011
Accrued interest, current portion
—
6,887,786
6,887,786
Convertible debenture, current portion, net of discounts
—
264,284
264,284
Note payable, current portion
—
90,000
90,000
Note payable to stockholders
—
151,833
151,833
Note payable
—
151,833
151,833
Derivative liability
—
2,289,108
2,289,108
Liabilities from discontinued operations
—
2,531,989
2,531,989
Total current liabilities:
8,307,168
14,143,563
22,450,731
Note payable, net of current portion
—
643,000
643,000
Convertible debenture, net of current portion, net of discount
—
2,310,806
2,310,806
Total liabilities
8,307,168
17,097,369
25,404,537
Stockholders’ Equity:
Common stock
—
4,945
4,945
Additional paid-in capital
—
37,233,561
37,233,561
Accumulated deficit
( 6,120,166
)
( 54,004,834
)
( 60,125,000 )
Total stockholders’ equity
( 6,120,166
)
( 16,766,328
)
( 22,886,494 )
Total liabilities and stockholders’ deficit
$ 2,187,002
$ 331,041
$ 2,518,043
15
The
following table details revenue, operating expenses, and assets for the Company’s reportable segments for the year ended December
31, 2025.
Tobacco Line
All other
product lines
Total
ASSETS
Current Assets:
Cash
$ 9,589
$ —
$ 9,589
Inventory
1,091,084
45,462
1,136,546
Deposits on inventory
270,036
11,252
281,288
Accounts receivable
351,035
14,626
365,661
Other current assets
449,606
18,734
468,340
Total current assets
2,171,350
90,074
2,261,424
Investment in securities at cost
—
248,000
248,000
Property and equipment, net of accumulated depreciation
—
4,607
4,607
Total assets
$ 2,171,350
$ 342,681
$ 2,514,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$ 143,470
$ 5,978
$ 149,448
Liabilities for product returns and credits
87,178
3,632
90,810
Short-term advances payable
—
162,866
162,866
Short-term advances payable - related parties
—
1,400,699
1,400,699
Short-term advances payable
—
1,400,699
1,400,699
Accrued liabilities
2,648,529
110,355
2,758,884
Accrued payroll and compensation expense
5,447,197
226,967
5,674,164
Accrued interest, current portion
—
6,739,423
6,739,423
Convertible debenture, current portion, net of discounts
—
264,284
264,284
Note payable, current portion
—
90,000
90,000
Note payable to stockholders
—
151,833
151,833
Note payable
—
151,833
151,833
Derivative liability
—
2,393,544
2,393,544
Liabilities from discontinued operations
—
4,818,427
4,818,427
Total current liabilities:
8,326,374
16,368,008
24,694,382
Note payable, net of current portion
—
643,000
643,000
Convertible debenture, net of current portion, net of discount
—
2,283,844
2,283,844
Total liabilities
8,326,374
19,294,852
27,621,226
Stockholders’ Equity:
Common stock
—
4,945
4,945
Additional paid-in capital
—
37,233,561
37,233,561
Accumulated deficit
( 6,155,024 )
( 56,190,677 )
( 62,345,701 )
Total stockholders’ equity
( 6,155,024 )
( 18,952,171 )
( 25,107,195 )
Total liabilities and stockholders’ deficit
$ 2,171,350
$ 342,681
$ 2,514,031
16
The
following table details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended
March 31, 2026.
Tobacco Line
All other
product lines
Total
Revenue:
Net sales
$ 1,120,706
$ 40,647
$ 1,161,353
Cost of sales
673,542
24,429
697,971
Gross profit
447,164
16,218
463,382
Operating expenses:
Employee costs
125,469
4,551
130,020
Selling, general and administrative expenses
286,837
10,403
297,240
Total operating expenses
412,306
14,954
427,260
Income from operations
34,858
1,264
36,122
Other income (expense):
Interest expense
—
( 211,806 )
( 211,806 )
Gain on forgiveness of debt
—
5,511
5,511
Loss on derivative valuation
—
104,436
104,436
Total other expense
—
( 101,859 )
( 101,859 )
Net income (loss) from continuing operations
34,858
( 100,595 )
( 65,737 )
Income from discontinued operations
—
2,286,438
2,286,438
Net Income before income tax
34,858
2,185,843
2,220,701
Income tax
—
—
—
Net Income
$ 34,858
$ 2,185,843
$ 2,220,701
The
following table details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended
March 31, 2025.
Tobacco Line
All other
product lines
Total
Revenue:
Net sales
$ 428,512
$ 32,304
$ 460,816
Cost of sales
177,443
13,079
190,522
Gross profit
251,069
19,225
270,294
Operating expenses:
Employee costs
123,752
5,156
128,908
Selling, general and administrative expenses
177,273
7,386
184,659
Total operating expenses
301,025
12,542
313,567
Loss from operations
( 49,956 )
6,683
( 43,273 )
Other income (expense):
Interest expense
—
( 202,374 )
( 202,374 )
Gain on forgiveness of debt
—
5,141
5,141
Gain on derivative valuation
—
132,234
132,234
Total other expense
—
( 64,999 )
( 64,999 )
Net loss from continuing operations
( 49,956 )
( 58,316 )
( 108,272 )
Loss from discontinued operations
—
( 37,841 )
( 37,841 )
Income tax
—
( 9,323 )
( 9,323 )
Net Loss
$ ( 49,956 )
$ ( 105,480 )
$ ( 155,436 )
17
NOTE
13 — INCOME TAXES
The
Company’s deferred tax assets consist primarily of net operating loss carryforwards and other temporary differences. Management
evaluates the realizability of deferred tax assets each reporting period and concludes that it is more likely than not that such assets
will not be realized; accordingly, a valuation allowance is maintained against the full amount of deferred tax assets.
At
March 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 1,426,000 , which generated gross deferred
tax assets of approximately $ 299,000 at the 21 % U.S. federal rate and $ 64,000 at the 4.5 % Utah state rate, for total gross deferred tax
assets of approximately $ 363,000 . A full valuation allowance of approximately $ 482,435 was recorded, resulting in no net deferred tax
asset on the balance sheet.
The
Company accounts for uncertain tax positions in accordance with ASC 740. As of March 31, 2026, the Company had no unrecognized tax benefits
and no accrued interest or penalties related to uncertain tax positions. The Company’s tax returns remain subject to examination
by taxing authorities for open tax years.
NOTE
14 — DISCONTINUED OPERATIONS
On
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 March 31, 2026 and December 31, 2025. Additionally, the revenues
and costs associated with this business are displayed as losses from discontinued operations.
Total
assets and liabilities included in discontinued operations were as follows:
SCHEDULE OF DISCONTINUED OPERATIONS
March 31,
2026
December 31,
2025
Assets from Discontinued Operations:
Cash
$ —
$ —
Total assets from discontinued operations
$ —
$ —
Liabilities from Discontinued Operations:
Accounts payable
$ 283,818
$ 283,818
Accrued liabilities
58,184
58,184
Accrued interest
1,790,509
1,790,509
Accrued payroll and compensation expense
122,864
122,864
Current maturities of long-term debt
239,085
239,085
Short-term advances payable
37,529
2,323,967
Total liabilities from discontinued operations
$ 2,531,989
$ 4,818,427
Net
income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025, were comprised of the following components:
2026
2025
Three Months ended March 31,
2026
2025
Other expense:
Interest expense
$ ( 37,841 )
$ ( 37,841 )
Gain on write off of time barred debt
2,324,279
Net loss from discontinued operations
$ 2,286,438
$ ( 37,841 )
NOTE
15 — SUBSEQUENT EVENTS
In
accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the consolidated
financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated
financial statements.
18
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with our condensed consolidated unaudited financial statements and notes to our unaudited
financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed
elsewhere in this report.
Overview
Based
on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products,
including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to
brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more
than 50 key, international markets.
Since
2021, we continue under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute,
and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER®
brand name.
Results
of Operations for the Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025
Sales
and Cost of Sales
During
the three months ended March 31, 2026 and 2025, we had net sales of $1,161,353 and $460,816, respectively, an increase of $700,537 or
152%. We had cost of sales of $697,971 and $190,522, respectively, and gross profit of $463,382 and $270,294, respectively. Revenues
are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution
agreement. We had higher revenue in the current period due to increase demand for our vaper products.
Operating
Expenses
During
the three months ended March 31, 2026 and 2025, employee costs were $130,020 and $128,908 respectively, an increase of only $1,112 or
0.9%.
During
the three months ended March 31, 2026 and 2025, selling, general, and administrative expenses (“S,G&A”) were $297,240
and $184,659, respectively, an increase of $112,581 or 61%. The increase in S,G&A expenses period over period was the result of increased
promotional activities to support higher sales.
Other
Expense
Total
other expense during the three months ended March 31, 2026 was $101,859 compared to $64,999 the prior period. In the current period we
had $211,806 of interest expense, a gain of $104,436 on derivative valuation and a gain on forgiveness of debt of $5,511. In the prior
period we had $202,374 of interest expense, a gain of $132,234 on derivative valuation and a gain on forgiveness of debt of $5,141.
19
Net
Loss
Our
net loss from continuing operations for the three months ended March 31, 2026, was $65,737 compared to $108,272 for the three months
ended March 31, 2025, a decrease to our net loss from continuing operations of $42,535. Our net loss decreased in the current period
due to the reasons discussed above.
For
the three months ended March 31, 2026, we recognized a gain from discontinued operations of $2,286,438 due to the extinguishment of time
barred debt $2,324,279 and $37,841 of interest expense.
For
the three months ended March 31, 2025, we recognized a loss from discontinued operations of $37,841 due to interest expense.
Liquidity
and Capital Resources
We
have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was approximately
$60.1 million at March 31, 2026. As of March 31, 2026, we had current assets of $2.3 million and current liabilities of approximately
$22.5 million, resulting in a working capital deficit of approximately $20.2 million at March 31, 2026.
Operating
Activities
During
the three months ended March 31, 2026, operations used $59,108 of net cash, comprised of net income of $2,220,701, noncash items totaling
$82,511 consisting primarily of a gain recognized from the changes in fair values of derivative liabilities and debt discount amortization,
and changes in working capital totaling $89,140. During the three months ended March 31, 2025, operations used $468,328 of net cash,
comprised of a loss of $155,436, noncash items totaling $73,351 consisting primarily of a gain recognized from the changes in fair values
of derivative liabilities and debt discount amortization, and changes in working capital totaling $239,541.
Financing
Activities
During
the three months ended March 31, 2026, financing activities provided $60,855 of cash, compared to $469,538 of cash provided during the
three months ended March 31, 2025. Cash provided in financing consisted mostly of related party loans.
Our
Capital Resources and Anticipated Requirements
Our
monthly operating costs are approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and capital
expenditures. We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and operational
streamlining. We have only recently begun to generate enough cash to sustain our day-to-day operations, and we expect to access external
capital resources in the future to fund any new projects we may undertake. We cannot assure that we will be successful in obtaining such
capital.
If
we seek infusions of capital from investors, it is unlikely that we will be able to obtain additional debt financing. If we did incur
additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.
Our
issuance of additional shares for equity or for conversion of debt could dilute the value of our common stock and existing stockholders’
positions.
Convertible
Debentures and Note Payable
We
currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity,
with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal
balance of $2.4 million, with accrued interest of $2 million as of March 31, 2026. We also have four additional convertible debentures
with Tekfine with maturity dates ranging from December 8, 2022, until December 30, 2022, totaling $275,000, unless earlier converted.
The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending
on the instrument) or the lowest bid price for the 20 trading days prior to conversion.
As
of March 31, 2026 and December 31, 2025, there is $21,882 and $21,882 of short-term advances due to related parties , respectively.
The advances are due on demand and included in current liabilities. No demand for payment has been made.
20
Going
Concern
These
interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing
will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly,
the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification
of assets and liabilities that might be necessary should we not be unable to continue as a going concern.
Critical
Accounting Policies
We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
Refer to Note 2 – Summary of Significant Accounting Policies for discussion.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to provide the information required by this item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of March 31, 2026, 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 March 31, 2026, to provide
reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such
information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
In
designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a
control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls
is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting during the quarter ended March 31, 2026, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM
5. OTHER INFORMATION
None .
21
PART
II—OTHER INFORMATION
ITEM
6. EXHIBITS
The
following exhibits are filed as a part of this report:
Exhibit
Number*
Title
of Document
Location
Item
31
Rule
13a-14(a)/15d-14(a) Certifications
31.01
Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14
This
filing.
Item
32
Section
1350 Certifications
32.01
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
This
filing.
Item
101
Interactive
Data File
101.INS
Inline
XBRL Instance Document
This
filing.
101.SCH
Inline
XBRL Taxonomy Extension Schema
This
filing.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase
This
filing.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase
This
filing.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase
This
filing.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase
This
filing.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
All
exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number
following the decimal indicating the document’s sequence.
**
The
XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such
filing or document.
22
SIGNATURE
PAGE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CIRTRAN
CORPORATION
Dated:
May 20, 2026
By:
/s/
Iehab Hawatmeh
Iehab
Hawatmeh, President
Principal
Executive and Financial Officer
23
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.