What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-19 · 109 added, 82 removed, 316 unchanged (38% 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 (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.

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, 2024.

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

effective due to the following material weakness identified:

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.

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.

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.

Chief Executive Officer,

Financial Officer, Chairman

Iehab Hawatmeh

President, Chief Executive

July 2000 to date

Chief Financial Officer,

Kathryn Hollinger

Director, Controller

August 2011 to date

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 (4)

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

Standards Codification Topic 718.

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.

$12,000 for car allowance for each of 2023 and 2022 and $3,600 and $3,600 for medical insurance premiums for 2023 and 2022.

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

accrued as director compensation.

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.

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, 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.

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.

Name of Person or Group (1)

Nature of Ownership

of Person or Group (1)

Kathryn Hollinger

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

All Executive Officers and Directors as a Group

Options (2)(3)

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 exercise prices ranging from $0.10 to $0.01 per share.

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

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

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.

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

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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.

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 $837,618 and $341,734 during

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

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.

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.

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

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, 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,

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EXHIBITS and FINANCIAL STATEMENT SCHEDULES

of Incorporation and Bylaws

Articles of Incorporation and Bylaws

Articles of Incorporation

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

Incorporated by reference

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

Amended and Restated Bylaws

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

Incorporated by reference

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

Articles of Amendment to Articles of Incorporation of CirTran Corporation

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

Incorporated by reference

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

Second Amendment to Articles of Incorporation of CirTran Corporation

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

Defining the Rights of Security Holders, Including Debentures

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

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

Amended, Restated, and Consolidated Secured Convertible Debenture No.

TK-1 in the amount of $3,437,798 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

Secured Convertible Debenture No.

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

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

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

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

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

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

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

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

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

Amendment No.

1 to Employment Agreement with Iehab J.

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

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

Exclusive Manufacturing and Distribution Agreement dated December 30, 2019

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

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

Commercial Lease dated November 29, 2019

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

Schedule of Subsidiaries

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

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

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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.

each management contract or compensatory plan or arrangement required to be filed.

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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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.

FORM 10-K SUMMARY

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

CIRTRAN CORPORATION

April 15, 2025

Iehab Hawatmeh

Hawatmeh, President

Financial Officer (Principal Executive

Principal Financial Officer)

Iehab Hawatmeh, President

Chief Financial Officer (Principal Executive

Officer, 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

Hawatmeh, Director, President

Financial Officer (Principal Executive

Principal Financial Officer)

Iehab Hawatmeh, Director, President

Chief Financial Officer (Principal Executive

Officer, Principal Financial Officer)

April 15, 2025

Kathryn Hollinger

Hollinger, Director

Kathryn 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