U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2000, or

[ ] 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. 33-13674-LA

                               CIRTRAN CORPORATION
        (Exact name of small business issuer as specified in its charter)

                Nevada                                    68-0121636
    (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)

               4125 South 6000 West, West Valley City, Utah 84128
                    (Address of principal executive offices)

                                 (801) 963-5112
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Check whether the issuer (1) filed all reports  required to be filed by sections
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

The issuer's revenues for its most recent fiscal year:  $6,373,096.

Due to the absence of a trading  market for the common stock of the  Registrant,
the aggregate  market value of voting stock held by  non-affiliates  as of March
31, 2001, was $0.

As of March 31, 2001, the Registrant had outstanding 10,495,637 shares of Common
Stock (156,301,005 shares as constituted on October 31, 2001), par value $0.001.

Documents incorporated by reference:  None

         The  registrant  hereby  files this Annual  Report on Form  10-KSB/A to
amend  Items 1, 6, 7 and 13 of its  Annual  Report on Form  10-KSB  for the year
ended December 31, 2000 to amend the  description of its business and to include
restated  financial  statements  and  accompanying  Management's  Discussion and
Analysis of Operating Results.  No other items in the registrant's Annual Report
on Form  10-KSB for the year ended  December  31,  2000 are  amended.  Except as
otherwise  specifically  noted,  all  information in this Form 10-KSB/A is as of
December 31, 2001 and does not reflect any subsequent information or events.

                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

We are a full-service  contract electronics  manufacturer  servicing OEMs in the
following  industries:  communications,  networking,  peripherals,  gaming,  law
enforcement,  consumer  products,  telecommunications,  automotive,  medical and
semi-conductor.  We conduct our operations  through two main divisions:  circuit
board manufacturing and assembly and Ethernet card design and manufacture.

Industry Background

The contract  electronics  manufacturing  industry  specializes in providing the
program  management,  technical  and  administrative  support and  manufacturing
expertise  required  to take an  electronic  product  from the early  design and
prototype  stages through volume  production  and  distribution.  The goal is to
provide a quality product, delivered on time and at the lowest cost, to the OEM.
This full range of services  gives the OEM an opportunity to avoid large capital
investments  in plant,  inventory,  equipment  and staffing  and to  concentrate
instead on innovation,  design and marketing.  By using our contract electronics
manufacturing  services, our customers have the ability to improve the return on
their  investment  with greater  flexibility in responding to market demands and
exploiting   new  market   opportunities.   Many  OEMs  now  consider   contract
manufacturers  an integral part of their  business and  manufacturing  strategy.
Accordingly,  the contract  electronics  manufacturing  industry has experienced
significant growth as OEMs have established  long-term working arrangements with
contract manufacturers such as us.

We believe two  important  trends have  developed  in the  contract  electronics
manufacturing  industry.  First, we believe OEMs  increasingly  require contract
manufacturers to provide complete turnkey  manufacturing  and material  handling
services,  rather than working on a consignment basis where the OEM supplies all
materials and the contract  manufacturer  supplies only labor. Turnkey contracts
involve design,  manufacturing and engineering  support,  the procurement of all
materials, and sophisticated in-circuit and functional testing and distribution.
The manufacturing  partnership between OEMs and contract  manufacturers involves
an increased use of "just-in-time" inventory management techniques that minimize
the OEM's investment in component inventories, personnel and related facilities,
thereby reducing costs.

We believe a second  trend in the industry  has been the  increasing  shift from
pin-through-hole,  or PTH, to surface mount technology,  or SMT, interconnection
technologies.   Surface  mount  and   pin-through-hole   printed  circuit  board
assemblies are printed  circuit boards on which various  electronic  components,
such as  integrated  circuits,  capacitors,  microprocessors  and  resistors are
mounted.  These  assemblies  are  key  functional  elements  of  many  types  of
electronic  products.  PTH  technology  involves the  attachment  of  electronic
components to printed  circuit  boards with leads or pins that are inserted into
pre-drilled  holes in the boards.  The pins are then soldered to the  electronic
circuits.  The drive for increasingly greater functional density has resulted in
the emergence of SMT, which eliminates the need for holes and allows  components
to be placed on both sides of a printed circuit, contributing to size reductions
of up to 50%. SMT requires  expensive,  highly automated  assembly equipment and
significantly  more  operational  expertise than PTH technology.  We believe the
shift to SMT from PTH technology has increased the use of contract manufacturers
by OEMs  seeking  to avoid  the  significant  capital  investment  required  for
development and maintenance of SMT expertise.

Electronics Assembly and Manufacture

Approximately  80% of our revenues are  generated  by our  electronics  assembly
activities,   which  consist  primarily  of  the  placement  and  attachment  of
electronic  and  mechanical  components on printed  circuit  boards and flexible
(i.e.,  bendable) cables. We also assemble higher-level  sub-systems and systems
incorporating  printed circuit boards and complex  electromechanical  components
that convert electrical energy to mechanical energy, in some cases manufacturing
and packaging products for shipment directly to our customers' distributors.  In
addition, we provide other manufacturing  services,  including refurbishment and
remanufacturing.  We manufacture on a turnkey basis,  directly  procuring any of
the components  necessary for production  where the OEM customer does not supply
all of the components that are required for assembly. We also provide design and
new product introduction services, just-in-time delivery on low to medium volume
turnkey and  consignment  projects  and projects  that require more  value-added
services,  and  price-sensitive,  high-volume  production.  Our goal is to offer
customers  significant   competitive   advantages  that  can  be  obtained  from
manufacturing   outsourcing,   such  as   access   to   advanced   manufacturing
technologies, shortened product time-to-market, reduced cost of production, more
effective  asset  utilization,   improved  inventory  management  and  increased
purchasing power.

We intend to continue to offer our  customers  the most  advanced  manufacturing
process  technologies,  including SMT,  ball-grid array, or BGA,  assembly,  PTH
technology,   manufacturing   and  test  engineering   support  and  design  for
manufacturability, and in-circuit and functional test and full-system mechanical
assembly.  We believe we have developed  substantial  SMT  expertise,  including
advanced,  vision-based  component placement equipment,  which are machines that
use integrated  cameras controlled by computer software for precise placement of
components  on  circuit  boards.  We  believe  that  the  cost  of SMT  assembly
facilities  and the technical  capability  required to operate a high-yield  SMT
operation  are  significant  competitive  factors in the  market for  electronic
assembly.  We also have the  capability  to  manufacture  cables,  harnesses and
plastic injection molding systems.

Ethernet Technology

Through our subsidiary,  Racore Technology Corporation,  we design, manufacture,
and distribute  Ethernet cards.  These components are used to connect  computers
through fiber optic  networks.  In addition,  we produce  private label,  custom
designed  networking  products and  technologies  on an OEM basis.  Our products
serve major industrial,  financial, and telecommunications  companies worldwide.
We market our products through an international  network of distributors,  value
added  resellers,  and systems  integrators who sell,  install,  and support our
entire product catalogue.

Additionally,   we  have   established   key  business   alliances   with  major
multinational companies in the computing and data communications  industries for
which  we  produce  private  label,  custom  designed  networking  products  and
technologies  on an OEM basis.  These  alliances  generally  require that Racore
either develop custom  products or adapt existing Racore products to become part
of the OEM customer's product line. Under a typical contract,  Racore provides a
product with the customer's logo, packaging,  documentation, and custom software
and drivers to allow the  product to appear  unique and  proprietary  to the OEM
customer.  Contract  terms  generally  provide for a  non-recurring  engineering
charge  for  the  development  and  customization   charges,   together  with  a
contractual commitment for a specific quantity of product over a given term.

Market and Business Strategy

Our goal is to benefit from the  increased  market  acceptance  of, and reliance
upon,  the use of  manufacturing  specialists  by many  electronics  OEMs. It is
estimated by the  IPC--Association  Connecting  Electronics  Industries that the
United States electronics  manufacturing services industry market increased from
$22.5  billion in 1998 to $34  billion in 2000.  We  believe  the trend  towards
outsourcing  manufacturing will continue. OEMs utilize manufacturing specialists
for many reasons including the following:

o    To Reduce  Time to Market.  Due to  intense  competitive  pressures  in the
     electronics  industry,  OEMs are faced with  increasingly  shorter  product
     life-cycles and, therefore, have a growing need to reduce the time required
     to bring a product to  market.  We  believe  OEMs can reduce  their time to
     market by using a manufacturing  specialist's  manufacturing  expertise and
     infrastructure.

o    To Reduce Investment.  The investment  required for internal  manufacturing
     has  increased  significantly  as  electronic  products  have  become  more
     technologically  advanced  and are  shipped in  greater  unit  volumes.  We
     believe  use of  manufacturing  specialists  allows  OEMs to gain access to
     advanced  manufacturing  capabilities  while  substantially  reducing their
     overall resource requirements.

o    To Focus  Resources.  Because  the  electronics  industry  is  experiencing
     greater levels of competition  and more rapid  technological  change,  many
     OEMs are focusing their resources on activities and technologies  which add
     the  greatest  value  to  their  operations.   By  offering   comprehensive
     electronics  assembly  and  related  manufacturing   services,  we  believe
     manufacturing   specialists   allow   OEMs  to  focus  on  their  own  core
     competencies such as product development and marketing.

o    To  Access  Leading  Manufacturing  Technology.   Electronic  products  and
     electronics manufacturing technology have become increasingly sophisticated
     and  complex,  making  it  difficult  for OEMs to  maintain  the  necessary
     technological expertise to manufacture products internally. We believe OEMs
     are motivated to work with a manufacturing specialist to gain access to the
     specialist's expertise in interconnect, test and process technologies.

o    To Improve Inventory Management and Purchasing Power.  Electronics industry
     OEMs are faced with  increasing  difficulties  in planning,  procuring  and
     managing their  inventories  efficiently  due to frequent  design  changes,
     short  product  life-cycles,   large  required  investments  in  electronic
     components,  component price fluctuations and the need to achieve economies
     of scale in  materials  procurement.  OEMs can reduce  production  costs by
     using a manufacturing  specialist's  volume  procurement  capabilities.  In
     addition,  a manufacturing  specialist's  expertise in inventory management
     can provide  better  control over  inventory  levels and increase the OEM's
     return on assets.

An important element of our strategy is to establish partnerships with major and
emerging OEM leaders in diverse segments across the electronics industry. Due to
the costs inherent in supporting customer relationships, we focus our efforts on
customers  with  which the  opportunity  exists to  develop  long-term  business
partnerships.  Our goal is to provide  our  customers  with total  manufacturing
solutions  for both new and more  mature  products,  as well as  across  product
generations.

Another element of our strategy is to provide a complete range of  manufacturing
management and  value-added  services,  including  materials  management,  board
design,  concurrent engineering,  assembly of complex printed circuit boards and
other electronic assemblies, test engineering, software manufacturing, accessory
packaging  and  post-manufacturing  services.  We believe that as  manufacturing
technologies  become more complex and as product life cycles shorten,  OEMs will
increasingly  contract  for  manufacturing  on a  turnkey  basis as they seek to
reduce their time to market and capital  asset and inventory  costs.  We believe
that the  ability to manage and  support  large  turnkey  projects is a critical
success factor and a significant  barrier to entry for the market it serves.  In
addition,  we believe that due to the difficulty and long lead-time  required to
change manufacturers, turnkey projects generally increase an OEM's dependence on
its manufacturing specialist, which can result in a more stable customer base.

Suppliers; Raw Materials

Our sources of  components  for our  electronics  assembly  business  are either
manufacturers or distributors of electronic components. These components include
passive  components,  such as  resisters,  capacitors  and  diodes,  and  active
components,  such as  integrated  circuits and  semi-conductors.  Our  suppliers
include  Siemens,  Muriata-Erie,   Texas  Instruments,   Fairchild,  Harris  and
Motorola.  Distributors  from whom we obtain  materials  include  Avnet,  Future
Electronics, Arrow Electronics, Digi-key and Force Electronics. Although we have
experienced   shortages  of  various   components   used  in  our  assembly  and
manufacturing  processes,  we typically  hedge against such shortages by using a
variety of sources and, to the extent  possible,  by projecting  our  customer's
needs.

Research and Development

During 1999 and 2000, we and our  predecessor  corporation,  Circuit  Technology
Inc., spent approximately $366,245 and $217,395,  respectively,  on research and
development  of new  products  and  services.  The  costs of that  research  and
development  were  paid  for by our  customers.  In  addition,  during  the same
periods,  our subsidiary,  Racore,  spent  approximately  $323,962 and $248,049,
respectively.  None of  Racore's  expenses  were paid for by its  customers.  We
remain  committed,  particularly in the case of Racore, to continuing to develop
and enhance our product line as part of our overall business strategy.

Sales and Marketing

Historically,  we have had substantial  recurring sales from existing customers,
but we are now actively  seeking out new customers to generate  increased sales.
We  treat  sales  and  marketing  as  an  integrated  process  involving  direct
salespersons and project  managers,  as well as senior  executives.  We also use
independent sales representatives in certain geographic areas.

During the sale  process,  a customer  provides us with  specifications  for the
product  it  wants,  and we  develop a bid  price  for  manufacturing  a minimum
quantity that includes  manufacture  engineering,  parts,  labor,  testing,  and
shipping.  If the bid is  accepted,  the  customer is  required to purchase  the
minimum  quantity and additional  product is sold through purchase orders issued
under the original contract. Special engineering services are provided at either
an hourly rate or at a fixed contract price for a specified task.

Over 80% of our net sales during the year ended December 31, 2000,  were derived
from  customers  that  were  also  customers   during  1999.   Although  we  are
aggressively seeking to diversify our customer base, a small number of customers
have  typically  been  responsible  for a significant  portion of our net sales.
During the year ended December 31, 2000, our largest customer, Osicom Technology
and its successor, Entrada Networks, Inc., accounted for 30% of consolidated net
sales.  Andrew  Corporation  represented  30% and 48.8% of net sales in 1999 and
1998, respectively.  No other individual customer accounted for more than 10% of
our net sales in any of these years.  We are  currently  involved in a breach of
contract proceeding with Osicom Technology and its successor,  Entrada Networks,
which late in 2000 cancelled a significant  portion of a large outstanding order
with us.

Backlog  consists of contracts or purchase  orders with delivery dates scheduled
within  the  next  twelve  months.   At  December  31,  2000,  our  backlog  was
approximately $4 million. The backlog was approximately $4.5 million at December
31, 1999.

Material Contracts and Relationships

We generally use form agreements  with standard  industry terms as the basis for
our contracts  with our customers.  The form  agreements  typically  specify the
general terms of our economic  arrangement with the customer (number of units to
be manufactured,  price per unit and delivery  schedule) and contain  additional
provisions that are generally  accepted in the industry regarding payment terms,
risk  of  loss  and  other  matters.  We  also  use a form  agreement  with  our
independent  marketing  representatives  that features  standard terms typically
found in such agreements.


Competition

The  electronic  manufacturing  services  industry  is large and  diverse and is
serviced by many  companies,  including  several that have achieved  significant
market share.  Because of our market's size and  diversity,  we do not typically
compete for  contracts  with a discreet  group of  competitors.  We compete with
different companies depending on the type of service or geographic area. Certain
of our  competitors  may have  greater  manufacturing,  financial,  research and
development and marketing  resources.  We also face competition from current and
prospective  customers  that  evaluate  our  capabilities  against the merits of
manufacturing products internally.

We believe that the primary  basis of  competition  in our  targeted  markets is
manufacturing technology, quality, responsiveness,  the provision of value-added
services  and  price.  To  remain  competitive,  we  must  continue  to  provide
technologically advanced manufacturing services,  maintain quality levels, offer
flexible delivery  schedules,  deliver finished products on a reliable basis and
compete favorably on the basis of price.

Regulation

We are  subject  to  typical  federal,  state  and  local  regulations  and laws
governing the  operations of  manufacturing  concerns,  including  environmental
disposal,  storage and discharge  regulations and laws, employee safety laws and
regulations and labor practices laws and regulations.  We are not required under
current  laws  and   regulations  to  obtain  or  maintain  any  specialized  or
agency-specific   licenses,   permits,   or   authorizations   to  conduct   our
manufacturing  services.  We believe we are in substantial  compliance  with all
relevant regulations applicable to our business and operations.

Employees

We employ 101 persons, five in administrative  positions,  14 in engineering and
design, 76 in clerical and manufacturing, and six in sales.


Corporate Background

We were  incorporated  in Nevada in 1987,  under the name  Vermillion  Ventures,
Inc., for the purpose of acquiring other operating corporate entities.  On March
15, 1998, Vermillion issued 129,000,000 shares of common stock to acquire all of
the outstanding stock of BMC  Incorporated.  This entity was unsuccessful in its
bingo satellite business and was dissolved.  In May 2000,  Vermillion effected a
3,000-to-1 reverse split of its common stock,  reducing the number of issued and
outstanding shares to 116,004.

On July 1, 2000,  we issued a total of  10,000,000  shares of our  common  stock
(150,000,000 shares post-forward split), representing approximately 98.6% of our
total issued and outstanding  common stock following such issuance,  to acquire,
through our wholly-owned subsidiary,  CirTran Corporation (Utah),  substantially
all of the assets  and  certain  liabilities  of Circuit  Technology,  Inc.,  or
Circuit.  Of these shares,  800,000  (12,000,000 shares post-forward split) were
issued to Cogent Capital Corporation, a Utah corporation that provided financial
and other  consulting  services  to us in  connection  with the  above-described
acquisition.

Effective   August  6,  2001,  we  effected  a  1:15  forward  split  and  stock
distribution  which increased the number of our issued and outstanding shares of
common stock from  10,420,067 to  156,301,005.  We also increased our authorized
capital from 500,000,000 to 750,000,000 shares.

Our core  business  was  commenced  by Circuit in 1993 by our  president,  Iehab
Hawatmeh.  Circuit  enjoyed  increasing  sales and growth in the subsequent five
years,  going  from  $2.0  million  in sales in 1994 to $15.4  million  in 1998,
leading to the purchase of two  additional  SMT  assembly  lines in 1998 and the
acquisition  of Racore  Computer  Products,  Inc. in 1997.  During that  period,
Circuit hired additional  management personnel to assist in managing its growth,
and  Circuit  executed  plans to expand its  operations  by  acquiring  a second
manufacturing  facility in Colorado.  Circuit  subsequently  determined in early
1999,  however,  that certain large  contracts  that  accounted for  significant
portions of our total revenues provided  insufficient  profit margins to sustain
the growth and resulting  increased overhead.  Furthermore,  internal accounting
controls  then in place  failed to apprise  management  on a timely basis of our
deteriorating  financial  position.  During  the  last  several  years,  we have
experienced significant losses,  including $3,768,905 in 1999, and $4,179,654 in
2000. We have also  experienced  increasing  levels of debt.  Our management has
been  addressing this situation by, among other things,  re-directing  our sales
and  manufacturing  efforts to smaller  contracts with higher profit margins and
negotiating debt forbearance arrangements with many of our creditors.

                                     PART II
       ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Overview

We  provide a mixture  of high and  medium  size  volume  turnkey  manufacturing
services   using   surface   mount   technology,   ball-grid   array   assembly,
pin-through-hole  and custom  injection  molded cabling for leading  electronics
OEMs in the communications,  networking,  peripherals,  gaming, law enforcement,
consumer products,  telecommunications,  automotive,  medical, and semiconductor
industries.   Our  services   include   pre-manufacturing,   manufacturing   and
post-manufacturing   services.   Through  our  subsidiary,   Racore   Technology
Corporation, we design and manufacture Ethernet technology products. Our goal is
to offer customers the significant  competitive  advantages that can be obtained
from  manufacture   outsourcing,   such  as  access  to  advanced  manufacturing
technologies, shortened product time-to-market, reduced cost of production, more
effective  asset  utilization,  improved  inventory  management,  and  increased
purchasing power.

Results of Operations - Comparison of Years Ended December 31, 2000 and 1999

         Sales and Cost of Sales

Net Sales  decreased 35.4% to $6,373,096 for the year ended December 31, 2000 as
compared to $9,860,489 for 1999. The decrease is  substantially  due to the loss
of a major customer,  Andrew Corporation,  which accounted for approximately 30%
of our net  sales in 1999.  Sales to  Andrew  Corporation  in 1999  amounted  to
$3,314,104,  whereas sales to the same  customer in 2000 were only  $29,250.  In
addition,  in the last  half of  2000,  Entrada  Networks,  Inc.,  successor  in
interest to Osicom Technologies,  a customer that generated approximately 30% of
our total  revenues  for 2000,  cancelled  completion  of a large order due to a
downturn in Entrada's  business.  We are  litigating the exact size of the order
and the  circumstances  surrounding its  cancellation,  but we believe the gross
amount of the order was  approximately  $3.8 million,  of which $1.8 million was
actually  completed and shipped in 2000. A substantial  portion of the remaining
$2.0 million would have been recorded as sales in 2000.

Cost of sales for the year  ended  December  31,  2000 was  $6,792,393,  a 34.9%
decrease as compared to $10,427,294  incurred during the prior year. Those costs
as a  percentage  of net sales were  106.6%  during  2000 as  compared to 105.7%
during 1999.  We believe our high cost of sales was  attributable  to three main
factors:  (i) high-volume  orders which produced low or negative  margins;  (ii)
cancellation of the Entrada order,  discussed above, in preparation for which we
acquired a large  amount of  inventory;  and (iii)  significant  write-offs  for
obsolete inventory resulting from inadequate inventory control.

Our sales to Andrew  Corporation  in 1999  accounted for a large volume of sales
through large orders averaging 35,000 pieces,  but these orders resulted in very
low or negative  margins,  which led to our  negative  gross profit for the year
ended  December 31,  1999.  We have  shifted our  marketing  effort to small and
mid-sized  customers that place orders of 100 to 5,000 pieces.  We believe these
small and mid-sized orders produce a higher gross profit,  primarily  because we
are  competing  with  other  domestic  manufacturers  whose  cost  of  sales  is
comparable to our own,  whereas large orders force us to compete with  off-shore
manufacturers who typically enjoy significantly lower labor costs.

Among  other  things,  lack of  adequate  inventory  management  and control has
negatively affected our gross margins.  We have traditionally  tracked inventory
by  customer  rather than by  like-inventory  item,  and, as a result,  we often
purchased new inventory to produce  products for a new customer,  when we likely
may have had the necessary  inventory on hand under a different  customer  name.
This practice has led to a reserve for obsolescence and excess inventory,  which
for the year 2000 was $545,866, up from $489,903 in 1999, and has increased cost
of sales.  We are changing our method of managing and  controlling our inventory
so that we can identify and use existing  inventory and thereby reduce our costs
of sales. We have experienced improvement in this regard and believe that, if we
are able to maintain and increase our levels of sales,  we will be successful in
generating   sufficient   gross  profit  to  cover  our  selling,   general  and
administrative expenses.

The following  charts present (i) comparisons of sales,  cost of sales and gross
profit generated by our two main areas of operations, i.e., electronics assembly
and Ethernet technology, during 1999 and 2000; and (ii) comparisons during these
two years for each division  between sales generated by  pre-existing  customers
and sales generated by new customers.














------------------ -------------- ------------------- ------------------ ----------------------
                       Year             Sales           Cost of Sales         Gross Loss
------------------ -------------- ------------------- ------------------ ----------------------
                                                                        
Electronics            1999             $  7,954,824       $  8,504,509             $(549,685)
Assembly               2000                4,645,622          4,972,689              (327,067)
------------------ -------------- ------------------- ------------------ ----------------------
Ethernet               1999                1,905,665          2,008,968              (103,303)
Technology             2000                1,727,474          1,819,704               (92,230)
------------------ -------------- ------------------- ------------------ ----------------------


------------------ -------------- ------------------- ------------------ ----------------------
                       Year             Total           Pre-existing              New
                                        Sales             Customers            Customers
------------------ -------------- ------------------- ------------------ ----------------------
Electronics            1999             $  7,954,824      $   6,392,977           $  1,561,847
Assembly               2000                4,645,622          4,317,668                327,954
------------------ -------------- ------------------- ------------------ ----------------------
Ethernet               1999                1,905,665          1,488,264                417,401
Technology             2000                1,727,474            787,649                939,825
------------------ -------------- ------------------- ------------------ ----------------------



         Inventory

We  use  just-in-time  manufacturing,  which  is  a  production  technique  that
minimizes work-in-process inventory and manufacturing cycle time, while enabling
us to deliver  products to customers in the quantities and time frame  required.
This  manufacturing  technique requires us to maintain an inventory of component
parts to meet customer orders. Inventory at December 31, 2000, was $1,755,786 as
compared to $3,056,383 at December 31, 1999. The decrease of approximately 42.6%
in inventory is  attributable  to our decreased  sales in 2000 which reduced our
need to replace  inventory at the same level as in 1999,  as well as an increase
in our  reserve for  obsolete  inventory.  Work  in-process  as a  component  of
inventory decreased from $1,015,925 at December 31, 1999 to $169,676 at December
31,  2000.   Again,   this  decrease  reflects  our  decreased  sales  in  2000,
particularly at year-end. As discussed above, our management is currently taking
steps to improve our inventory  control and believes the amount of our inventory
that may be considered obsolete or slow moving is properly reserved.

         General and Administrative Expenses

During the year ended  December 31, 2000,  selling,  general and  administrative
expenses were $2,710,275,  versus  $2,594,430 for 1999, a 4.5% increase.  Though
our change in marketing strategy to small and medium sized clients allowed us to
reduce  staff,  especially  in the areas of  mid-level  management  and assembly
staff,  and to implement other cost savings  measures,  we still  experienced an
increase in overall  expenses  that is primarily  attributable  to write-offs at
fiscal year-end of approximately $508,000.

Our  management  believes that a  significant  portion of our losses in 1999 are
attributable  to  expenses  related  to  opening  and  subsequently  closing  of
Circuit's Colorado Springs facility. The Colorado Springs facility was opened in
November of 1998, we decided in June 1999 to close the facility, and the closing
process was  completed  in December  of 1999.  We decided to close the  facility
after we discovered,  in early 1999, serious deficiencies in our cost accounting
procedures  and controls  that had failed to apprise our  management on a timely
basis of our deteriorating financial position, significant losses and increasing
debt.  As a result of our decision to close the Colorado  Springs  facility,  we
recognized substantial plant closure expense in 2000, including accrual of rent,
that diminished any benefits resulting from cost saving measures in 2000. As the
majority of the closing  expenses  were  incurred in prior  periods,  management
expects we will realize the full  benefit of these cost saving  measures in 2001
and subsequent periods. This assumes,  however, a satisfactory resolution of the
lawsuit with the lessor of the Colorado facility, Sunborne XII, LLC.

Interest  expense for 2000 was  $1,015,027  as compared to $764,486 for 1999, an
increase of 33% and a  reflection  of our  accrual of  interest  on  nonremitted
payroll taxes and our significant  debt load that we were not able to adequately
service in 2000.

As a result  of the above  factors,  our  overall  net loss  increased  10.9% to
$4,179,654  for the year ended  December 31, 2000 as compared to $3,768,905  for
the year ended December 31, 1999.

Liquidity and Capital Resources

Our expenses are currently  greater than our revenues.  We have had a history of
losses and our accumulated deficit was $10,147,408 at December 31, 2000. Our net
operating loss for the year ending December 31, 2000 was $4,179,654, compared to
$3,768,905  for the year ending  December  31,  1999.  Our  current  liabilities
exceeded our current assets by $3,323,654 as of December 31, 1999 and $5,664,395
as of  December  31,  2000.  For the year ended  December  31,  2000 we recorded
negative cash flows from operations of $140,961.

         Cash

At December 31, 2000,  we had $11,068 cash on hand,  an increase of $10,568 from
December 31, 1999.

Net cash used in  operating  activities  was  $140,961 for the fiscal year ended
December  31, 2000.  During  2000,  net cash used in  operations  was  primarily
attributable to $4,179,654 in net losses from  operations,  partially  offset by
non-cash  charges,  an increase in accrued  liabilities  of $1,741,163 and a net
decrease  in  accounts   payable  of  $87,129.   The  non-cash  charges  include
depreciation and amortization of $961,506, provision for doubtful trade accounts
receivable of $78,978, and provision for inventory obsolescence of $55,963.

Net cash used in investing  activities during the fiscal year ended December 31,
2000 consisted of equipment purchases of $12,770.

Net cash provided by financing  activities  was $164,299  during the fiscal year
ended December 31, 2000.  Principal  sources of cash were  shareholder  loans of
$86,000,  proceeds of  $254,663  from  long-term  obligations,  and  proceeds of
$946,100  from the  private  sale of 830  restricted  shares of common  stock of
Circuit Technology,  Inc. prior to its acquisition by us effective July 1, 2000.
These  shares,  pursuant  to the  terms of the  acquisition,  were  subsequently
exchanged  into  627,238  (pre-forward-split)  shares of our  common  stock,  or
9,408,585  post-forward-split shares of our common stock. Principal uses of cash
during 2000 consisted of $825,593  principal  payments of long-term  obligations
and $129,706 payments on capital lease obligations.

         Accounts Receivable

         At December 31, 2000, we had receivables of $874,097,  net of a reserve
for doubtful accounts of $82,502,  as compared to $973,351 at December 31, 1999,
net  of  a  reserve  of  $360,493.   The  reserve  for  doubtful   accounts  was
significantly  larger  in  1999  because  approximately  $426,000  of the  total
receivables  were  over 90 days old.  We  subsequently  wrote off  approximately
$351,000 of accounts receivable in 2000 as uncollectable, while at the same time
increasing  our  efforts  to  improve  the  aging  and  quality  of our  current
receivables.  These  efforts  resulted in a  significantly  smaller  reserve for
doubtful accounts at the end of 2000.

          Accounts Payable

Accounts  payable were $1,561,752 at December 31, 2000 as compared to $2,366,187
at December 31, 1999. This decrease is primarily attributable to the issuance in
2000 of stock and notes in payment of,  respectively,  $324,284  and $393,022 of
accounts payable.

         Liquidity and Financing Arrangements

We sustained  substantial  losses from  operations  in 2000 and 1999.  We had an
accumulated  deficit  of  $10,147,408  and  a  total  stockholders'  deficit  of
$4,326,953  at December 31, 2000.  In  addition,  during 2000 and 1999,  we have
used, rather than provided, cash in our operations.

Since December 1999, we have operated without a line of credit. Abacus Ventures,
Inc.  purchased our line of credit of $2,792,609,  and this amount was converted
into a note payable to Abacus  bearing an interest rate of 10%. We have had, and
are continuing to have,  discussions with Abacus concerning their willingness to
exchange the principal amount of the note and accrued interest for shares of our
common stock,  and while we believe that these  negotiations  may  ultimately be
successful, we can offer no assurance that it will agree to any such exchange of
debt for equity or upon what terms such exchange would occur.

During 2000, we were not in compliance  with certain  covenants  relating to our
long-term financing.  We obtained waivers from the creditors in all cases except
one, relating to a note for $85,000, in which our payments are in arrears.  Some
of our  notes  are  collateralized  by our  assets.  We  successfully  converted
approximately  $800,000 in trade  payables in 2000 into notes and common  stock,
and we  continue  to work  with  vendors  in an effort to  convert  other  trade
payables into long-term notes and common stock and to cure defaults with lenders
with forbearance agreements that we are able to service.

Despite our efforts to make our debt-load more serviceable,  significant amounts
of  additional  cash will be needed to reduce our debt and fund our losses until
such time as we are able to become  profitable.  In conjunction with our efforts
to improve our results of  operations,  discussed  above,  we are also  actively
seeking  infusions of capital from investors and are seeking to replace our line
of  credit.  It is  unlikely  that we will be  able,  in our  current  financial
condition, to obtain additional debt financing; and if we did acquire more debt,
we would have to devote additional cash flow to pay the debt and secure the debt
with  assets.  We may  therefore  have to rely on equity  financing  to meet our
anticipated capital needs. There can be no assurances that we will be successful
in obtaining such capital. If we issue additional shares for debt and/or equity,
this  will  serve  to  dilute  the  value  of  our  common  stock  and  existing
shareholders' positions.

Subsequent to our acquisition of Circuit in July 2000, we took steps to increase
the marketability of our shares of common stock and to make an investment in our
company by  potential  investors  more  attractive.  There can be no  assurance,
however,  that we will  ultimately be  successful in obtaining  more debt and/or
equity  financing or that our results of operations will  materially  improve in
either the short- or the  long-term.  If we fail to obtain  such  financing  and
improve our results of operations,  we will be unable to meet our obligations as
they  become  due.  That would  raise  substantial  doubt  about our  ability to
continue as a going concern.

Forward-looking statements

All  statements  made in this  prospectus,  other than  statements of historical
fact, which address activities,  actions,  goals, prospects, or new developments
that we expect or  anticipate  will or may occur in the future,  including  such
things as  expansion  and  growth of  operations  and other  such  matters,  are
forward-looking statements. Any one or a combination of factors could materially
affect our operations and financial condition. These factors include competitive
pressures,  success or failure of  marketing  programs,  changes in pricing  and
availability of parts inventory, creditor actions, and conditions in the capital
markets.  Forward-looking  statements  made by us are based on  knowledge of our
business  and the  environment  in which we  currently  operate.  Because of the
factors  listed  above,  as well as other  factors  beyond our  control,  actual
results may differ from those in the forward-looking statements.






                          ITEM 7. FINANCIAL STATEMENTS

         See Item 13(a) for an index to the  consolidated  financial  statements
that are attached hereto.


                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


         (a)      1.       Financial Statements

         The following  financial  statements of CirTran Corporation and related
       notes thereto and auditors' report thereon are filed as part of this Form
       10-KSB:

       Audited Financial Statements:                                        Page
                Report of Independent Certified Public Accountants            14

                Consolidated Balance Sheets as of December 31, 2000
                and 1999                                                      15

                Consolidated Statements of Operations for Years
                Ended December 31, 2000 and 1999                              16

                Consolidated Statement of Stockholders' Deficit               17

                Consolidated Statements of Cash Flows for the Years
                Ended December 31, 2000 and 1999                              18

                Notes to Consolidated Financial Statements                    20

                  2.       Exhibits

         The exhibits listed on the accompanying  index to exhibits  immediately
       following  the  financial  statements  are  filed as part of,  or  hereby
       incorporated by reference into, this Form 10-KSB.


         (b)      Reports on Form 8-K During the Last Quarter of 2000

         CirTran filed one Form 8-K/A during the last quarter of fiscal 2000, on
       October 5, 2000, along with the following financial statements of Circuit
       Technology Corporation:

              Unaudited  Consolidated  Financial  Statements - June 30, 2000 and
                  1999
                  Balance Sheet - June 30, 2000
                  Statements of Operations - Six Months  Ended June 30, 2000 and
                  1999
                  Statements  of Cash Flows - Six  Months  Ended  June 30,  2000
                  and 1999
                  Notes To Unaudited Consolidated Financial Statements

              Audited Consolidated  Financial Statements - December 31, 1999 and
                  1998
                  Report  of  Independent   Certified  Public  Accountants
                  Balance  Sheets - December  31,  1999 and 1998
                  Statements  Of Operations - Years Ended December 31, 1999 and
                  1998
                  Statements Of Cash Flows - Years Ended  December  31, 1999 and
                  1998
                  Notes To Consolidated Financial Statements

              Unaudited Combined Pro Forma Financial  Statements
                  Balance Sheet - June 30, 2000
                  Statement of Operations - Six Months Ended June 30, 2000
                  Statements of  Operations - Year Ended  December 31, 1999
                  Notes  to  Unaudited   Combined   Pro  Forma   Financial
                  Statements










                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
CirTran Corporation and Subsidiary

We  have  audited  the  accompanying  consolidated  balance  sheets  of  CirTran
Corporation  and  Subsidiary  as of December 31, 2000 and 1999,  and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of CirTran
Corporation  and  Subsidiary,  as  of  December  31,  2000  and  1999,  and  the
consolidated  results of their operations and their  consolidated cash flows for
the years  then  ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note B to the
consolidated  financial statements,  the Company has an accumulated deficit, has
suffered  losses from  operations  and has negative  working  capital that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note B. The consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

As  discussed  in  Note  Q to  the  financial  statements,  the  2000  financial
statements have been restated to correct a previously reported  overstatement of
inventory and understatement of accounts payable and accrued liabilities.





Salt Lake City, Utah
September 15, 2001








                       CirTran Corporation and Subsidiary

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

                                     Assets

                                                                                              2000              1999
                                                                                        ---------------   --------------
                                                                                           (Restated)
                                                                                                   
CURRENT ASSETS
    Cash and cash equivalents                                                          $      11,068     $        500
    Trade accounts receivable, net of allowance for doubtful
      accounts of $82,502 in 2000 and $360,493 in 1999                                       874,097          973,351
    Inventories, net                                                                       1,755,786        3,056,383
    Other                                                                                     94,176           93,621
                                                                                        ---------------   --------------
           Total current assets                                                            2,735,127        4,123,855

PROPERTY AND EQUIPMENT, AT COST, NET                                                       1,871,076        2,603,022

OTHER ASSETS, NET                                                                             10,587          251,234
                                                                                        ---------------   --------------
                                                                                       $   4,616,790     $  6,978,111
                                                                                        ===============   ==============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES
    Checks written in excess of cash in bank                                           $       5,491     $     77,656
    Accounts payable                                                                       1,561,752        2,366,187
    Accrued liabilities                                                                    2,339,949          598,786
    Line of credit                                                                                 -        2,792,609
    Notes payable to stockholders                                                          1,020,966        1,035,966
    Current maturities of capital lease obligations                                           39,274          100,920
    Current maturities of long-term obligations                                            3,432,090          475,385
                                                                                        ---------------   --------------
           Total current liabilities                                                       8,399,522        7,447,509

LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES                                               529,964          726,968

CAPITAL LEASE OBLIGATIONS, LESS CURRENT MATURITIES                                            14,257           82,317

COMMITMENTS                                                                                        -                -

Stockholders' DEFICIT
    Common stock, par value $0.001;  Authorized 750,000,000 shares;
      issued and outstanding; 156,301,005 in 2000 and 129,271,560 in 1999                    156,301          129,272
    Additional paid-in capital                                                             5,664,154        4,645,799
    Receivable from stockholders                                                                   -          (86,000)
    Accumulated deficit                                                                  (10,147,408)      (5,967,754)
                                                                                        ---------------   -------------
           Total stockholders' deficit                                                    (4,326,953)      (1,278,683)
                                                                                        ---------------   --------------
                                                                                       $   4,616,790     $  6,978,111
                                                                                        ===============   ==============





        The accompanying notes are an integral part of these statements.








                       CirTran Corporation and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,


                                                                                  2000             1999
                                                                             ---------------  ---------------
                                                                               (Restated)       (Restated)
                                                                                        
Net sales                                                                    $    6,373,096   $    9,860,489

Cost of sales                                                                     6,792,393       10,427,294
                                                                             ---------------  ---------------
           Gross loss                                                              (419,297)        (566,805)

Selling, general and administrative expenses                                      2,710,275        2,594,430
                                                                             ---------------  ---------------
           Loss from operations                                                  (3,129,572)      (3,161,235)

Other income (expense)
    Interest                                                                     (1,051,027)        (764,486)
    Other, net                                                                          945          156,816
                                                                             ---------------  ---------------
                                                                                 (1,050,082)        (607,670)
                                                                             ---------------  ---------------
           Loss before income taxes                                              (4,179,654)      (3,768,905)

Income taxes                                                                             -                -
                                                                             ---------------  ---------------
           Net loss                                                         $    (4,179,654)  $   (3,768,905)
                                                                             ===============  ===============


Loss per common share
    Basic                                                                   $        (0.03)   $       (0.03)
    Diluted                                                                          (0.03)           (0.03)

Weighted-average common shares outstanding
    Basic                                                                       142,765,555      119,296,580
    Diluted                                                                     142,765,555      119,296,580






        The accompanying notes are an integral part of these statements.





                                        CirTran Corporation and Subsidiary

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                     Years ended December 31, 2000 and 1999
                                   (Restated)


                                            Common Stock
                                    ----------------------------   Additional      Receivable
                                        Number                      paid-in           From          Accumulated
                                      of shares        Amount       capital       stockholders        deficit           Total
                                    -------------  -------------  -----------   ---------------   --------------   --------------
                                                                                                
Balances at January 1, 1999         109,887,630   $    109,888   $ 2,728,948   $     (225,000)   $   (2,198,849)  $      414,987

Issuance of common stock             21,322,320         21,322     2,149,913                -                 -        2,171,235

Repurchase and retirement of
   common stock                      (1,938,390)        (1,938)     (233,062)         225,000                 -          (10,000)

Net loss                                      -              -             -                -        (3,768,905)      (3,768,905)

Receivable from stockholders                  -              -             -          (86,000)                -          (86,000)
                                    -------------  -------------  -----------   ---------------   --------------   --------------

Balances at December 31, 1999       129,271,560        129,272     4,645,799          (86,000)       (5,967,754)      (1,278,683)

Issuance of common stock
   for cash                           9,408,585          9,408       936,692                -                 -          946,100

Repurchase and retirement of
   common stock                        (680,145)          (680)      (79,320)               -                 -          (80,000)

Recapitalization of Company          14,153,505         14,154       (14,154)               -                 -                -

Common stock issued for debt          5,281,050          5,281       319,003                -                 -          324,284

Purchase and retirement of common
   stock for debt                    (1,133,550)        (1,134)     (143,866)               -                 -         (145,000)

Net loss                                      -              -             -                -        (4,179,654)      (4,179,654)

Payment from stockholders                     -              -             -           86,000                 -           86,000
                                    -------------  -------------  -----------   ---------------   --------------   --------------

Balances at December 31, 2000       156,301,005   $    156,301     5,664,154   $            -    $  (10,147,408)  $   (4,326,953)
                                    =============  =============  ===========   ===============   ==============   ==============







         The accompanying notes are an integral part of this statement.






                       CirTran Corporation and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,


                                                                                          2000              1999
                                                                                    ---------------   ----------------
                                                                                       (Restated)
                                                                                               
Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
       Net loss                                                                    $   (4,179,654)   $   (3,768,905)
       Adjustments to reconcile net loss to net
         cash used in operating activities
           Depreciation and amortization                                                  961,506         1,080,193
           Loss on disposal of property and equipment                                           -            85,209
           Provision for doubtful trade accounts receivables                               78,978           285,743
           Provision for inventory obsolescence                                            55,963           368,649
           Changes in assets and liabilities
               Trade accounts receivable                                                   20,276           514,333
               Inventories                                                              1,244,634          (132,977)
               Other assets                                                                23,302           129,492
               Accounts payable                                                           (87,129)         (289,282)
               Accrued liabilities                                                      1,741,163           346,686
                                                                                    ---------------   ----------------
                  Total adjustments                                                     4,038,693         2,388,046
                                                                                    ---------------   ----------------
                  Net cash used in
                    operating activities                                                 (140,961)       (1,380,859)
                                                                                    ---------------   ----------------

    Cash flows from investing activities
       Purchase of property and equipment                                                 (12,770)         (453,351)
       Acquisition costs                                                                        -           (47,857)
                                                                                    ---------------   ----------------
                  Net cash used in
                    investing activities                                                  (12,770)         (501,208)
                                                                                    ---------------   ----------------









                       CirTran Corporation and Subsidiary

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                             Year ended December 31,


                                                                                             2000           1999
                                                                                        -------------  --------------
                                                                                          (Restated)
                                                                                                
    Cash flows from financing activities
       Decrease in checks written in excess of cash in bank                                  (72,165)       (124,759)
       Payment from stockholders                                                              86,000               -
       Payments on notes payable to stockholders                                             (15,000)      1,035,966
       Proceeds from line of credit                                                                -      11,307,621
       Principal payments on line of credit                                                        -     (12,502,201)
       Principal payments on long-term obligations                                          (825,593)       (291,266)
       Proceeds from long-term obligations                                                   254,663         606,719
       Payments on capital lease obligations                                                (129,706)       (226,987)
       Purchase and retirement of common stock                                               (80,000)        (10,000)
       Proceeds from issuance of common stock                                                946,100       2,085,235
                                                                                        -------------  --------------

                  Net cash provided by
                    financing activities                                                     164,299       1,880,328
                                                                                        -------------  --------------
                  Net increase (decrease) in cash and cash equivalents                        10,568          (1,739)

Cash and cash equivalents at beginning of year                                                   500           2,239
                                                                                        -------------  --------------

Cash and cash equivalents at end of year                                               $      11,068  $          500
                                                                                        =============  ==============

Supplemental disclosure of cash flow information

Cash paid during the year for interest                                                 $     622,266  $      764,486

Noncash investing and financing activities

Capital lease obligation incurred for equipment                                                    -          26,954

Common stock retired as payment of receivables from
   stockholders                                                                                    -         225,000

Receivable from stockholders for purchase of stock                                                 -          86,000

Stock issued for debt                                                                        324,284               -

Notes issued for accounts payable                                                            393,022               -

Stock converted to debt                                                                      145,000               -

Conversion of line of credit to note payable                                               2,792,609               -



        The accompanying notes are an integral part of these statements.



                                        CirTran Corporation and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2000 and 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       A summary of the significant  accounting policies consistently applied in
       the preparation of the accompanying financial statements follows.

       1.   Business activity

       Effective  July 1, 2000,  all of the assets and  certain  liabilities  of
       Circuit  Technology  Corporation  (Circuit) were acquired by CTI Systems,
       Inc.  (CTISI),  a wholly owned  subsidiary of Vermillion  Ventures,  Inc.
       (VVI), an inactive  corporation.  The  stockholders  of Circuit  received
       150,000,000  shares  of VVI  common  stock  in the  transaction  of which
       12,000,000  shares were paid by Circuit to Cogent Capital Corp.  (Cogent)
       for  services   performed  in   facilitating   the   transaction.   CTISI
       subsequently changed its name to CirTran Corporation.

       The  merger  was  accounted  for  as a  reverse  acquisition  of  CirTran
       Corporation  by  Circuit.   Although  CirTran  Corporation  will  be  the
       surviving legal entity,  for accounting  purposes  Circuit was treated as
       the surviving accounting entity.

       CirTran Corporation (the Company) provides turnkey manufacturing services
       using   surface   mount    technology,    ball-grid    array    assembly,
       pin-through-hole   and  custom   injection  molded  cabling  for  leading
       electronics OEMs in the communications,  networking, peripherals, gaming,
       consumer   products,   telecommunications,    automotive,   medical   and
       semiconductor  industries.   The  Company  provides  a  wide  variety  of
       pre-manufacturing,  manufacturing and  post-manufacturing  services.  The
       Company also designs,  develops,  manufactures and markets a full line of
       local area  network  products,  with  emphasis on token ring and Ethernet
       connectivity.

       2.       Principles of consolidation

       The  consolidated  financial  statements  include the accounts of CirTran
       Corporation   and  its   wholly-owned   subsidiary,   Racore   Technology
       Corporation.   All  significant   intercompany   transactions  have  been
       eliminated in consolidation.

       3.   Revenue recognition

       Revenue is  recognized  when  products are  shipped.  Title passes to the
       customer or  independent  sales  representative  at the time of shipment.
       Returns for  defective  items are repaired and sent back to the customer.
       Historically,  expenses  experienced  with  such  returns  have  not been
       significant and have been recognized as incurred.

       4.   Cash and cash equivalents

       The Company  considers  all highly  liquid  investments  with an original
       maturity of three months or less when purchased to be cash equivalents.

       5.   Inventories

       Raw material inventories consist primarily of circuit boards,  components
       and cables and are valued at the lower of average cost or market. Work in
       process and finished goods include materials, labor and overhead.

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

       6.   Property and equipment

       Depreciation  is  provided  in amounts  sufficient  to relate the cost of
       depreciable  assets  to  operations  over the  estimated  service  lives.
       Leasehold  improvements are amortized over the shorter of the life of the
       lease or the service life of the improvements.  The straight-line  method
       of  depreciation  and  amortization  is followed for financial  reporting
       purposes. Maintenance,  repairs and renewals which neither materially add
       to the value of the property nor appreciably prolong its life are charged
       to expense as incurred.  Gains or losses on  dispositions of property and
       equipment are included in earnings.

       7.   Other assets

       Included in other assets are  intellectual  property and financing costs.
       Intellectual  property is recorded at cost and amortized  over the period
       that proceeds are received or on a straight-line  basis over three years,
       whichever is shorter.  Financing  costs are amortized  over the period of
       the related debt.

       Intangible  assets are evaluated  periodically as events or circumstances
       indicate a  possible  inability  to recover  the  carrying  amount.  Such
       evaluation  is based on various  analyses,  including  undiscounted  cash
       flows and  profitability  projections.  Impairment would be recognized in
       operating  results if expected future operating  undiscounted  cash flows
       are less than the carrying value of intangible assets.

       Amortization  expense  totaled  $216,790  and $269,930 for 2000 and 1999,
       respectively.

       8.   Checks written in excess of cash in bank

       Under  the  Company's  cash  management  system,  checks  issued  but not
       presented to banks frequently result in overdraft balances for accounting
       purposes.  Additionally, at times banks may temporarily lend funds to the
       Company by paying out more funds than are in the Company's account. These
       overdrafts are included as a current liability in the balance sheets.

       9.       Income taxes

       As of December 31, 2000,  the Company  utilizes the  liability  method of
       accounting  for income taxes.  Under the liability  method,  deferred tax
       assets  and  liabilities  are  determined  based on  differences  between
       financial  reporting  and tax bases of  assets  and  liabilities  and are
       measured using the enacted tax rates and laws that will be in effect when
       the differences are expected to reverse.  An allowance  against  deferred
       tax  assets is  recorded  when it is more  likely  than not that such tax
       benefits  will not be realized.  Research tax credits are  recognized  as
       utilized.

       The Company operated, for tax purposes, as a corporation under provisions
       of  Subchapter S of the Internal  Revenue Code through May 10, 2000 (Note
       M).

       10.      Use of estimates

       In preparing  the  Company's  financial  statements  in  accordance  with
       accounting principles generally accepted in the United States of America,
       management is required to make estimates and assumptions  that affect the
       reported amounts of assets and liabilities,  the disclosure of contingent
       assets and liabilities at the date of the financial  statements,  and the
       reported  amounts of revenues and expenses  during the reported  periods.
       Actual results could differ from those estimates (Note B).

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

       11.      Concentrations of risk

       Financial   instruments   which   potentially   subject  the  Company  to
       concentrations  of credit  risk  consist  principally  of trade  accounts
       receivable.  The  Company  sells  substantially  to  recurring  customers
       wherein the customer's ability to pay has previously been evaluated.  The
       Company generally does not require collateral.  Allowances are maintained
       for  potential   credit   losses,   and  such  losses  have  been  within
       management's expectations.  At December 31, 2000 and 1999, this allowance
       was $82,502 and $360,493, respectively.

       At December  31, 2000,  accounts  receivable  from a customer  located in
       Baltimore,  Maryland and a customer located in Nampa, Idaho,  represented
       approximately  29 percent  and 16 percent,  respectively,  of total trade
       accounts  receivable.  The Company has accounts payable to the Baltimore,
       Maryland company of  approximately 78 percent of the accounts  receivable
       balance at December 31, 2000. Sales to these same customers accounted for
       30 percent and 4 percent of 2000 revenues,  respectively.  The Baltimore,
       Maryland customer no longer does business with the Company.

       12.  Fair value of financial instruments

       The carrying value of the Company's cash and cash  equivalents  and trade
       accounts  receivable,   approximates  their  fair  values  due  to  their
       short-term  nature.  The fair value of  certain  of the notes  payable in
       default is not determinable.

       13.  Net loss per share

       Basic Earnings Per Share (EPS) are calculated by dividing earnings (loss)
       available to common shareholders by the weighted-average number of common
       shares  outstanding  during  each  period.   Diluted  EPS  are  similarly
       calculated,  except  that the  weighted-average  number of common  shares
       outstanding includes common shares that may be issued subject to existing
       rights with dilutive potential.

       14.  Reclassifications not material

       Certain reclassifications have been made to the 1999 financial statements
       to conform with the 2000 presentation.


NOTE B - REALIZATION OF ASSETS

       The accompanying  consolidated financial statements have been prepared in
       conformity with accounting  principles  generally  accepted in the United
       States of America,  which  contemplate  continuation  of the Company as a
       going concern. However, the Company has sustained substantial losses from
       operations in 2000 and 1999. The Company also has an accumulated  deficit
       of  $10,147,408  and a  total  stockholders'  deficit  of  $4,326,953  at
       December  31,  2000.  In  addition,  the  Company  has used,  rather than
       provided, cash in its operations.

       Since  February  of 2000,  the  Company  has  operated  without a line of
       credit.  Many of the Company's vendors stopped credit sales of components
       used by the Company to manufacture  products and as a result, the Company
       converted  certain of its turnkey  customers  to  customers  that provide
       consigned components to the Company for production.

       In  view  of  the  matters   described  in  the   preceding   paragraphs,
       recoverability  of a major portion of the recorded asset amounts shown in
       the accompanying  consolidated balance sheets is dependent upon continued
       operations of the Company,  which in turn is dependent upon the Company's
       ability to meet its  financing  requirements  on a continuing  basis,  to
       maintain or replace present financing, to acquire additional capital from
       investors,  and  to  succeed  in its  future  operations.  The  financial
       statements do not include any adjustments  relating to the recoverability
       and   classification   of   recorded   asset   amounts  or  amounts   and
       classification  of liabilities that might be necessary should the Company
       be unable to continue in existence.

       Abacus  Ventures,  Inc.  (Abacus)  purchased the Company's line of credit
       (Note F) from the lender.  Although the Company has had discussions  with
       Abacus concerning their willingness to exchange the debt for common stock
       at an  undetermined  future  date,  no  agreement  has been  entered into
       between the Company and Abacus.  The Company's plans include working with
       vendors to convert trade payables into long-term notes payable and common
       stock and cure defaults with lenders through forbearance  agreements that
       the  Company  will  be  able  to  service.   During  2000,   the  Company
       successfully  converted  approximately  $800,000 in trade  payables  into
       notes and common  stock.  The Company  intends to continue to pursue this
       type of debt conversion going forward with other  creditors.  The Company
       has initiated new credit  arrangements  for smaller  dollar  amounts with
       certain  vendors and will pursue a new line of credit after  negotiations
       with certain  vendors are complete.  If  successful,  these plans may add
       significant equity to the Company.

       In the future,  significant  amounts of additional cash will be needed to
       reduce debt and to fund  losses  until the  Company  becomes  profitable.
       During 2000,  the Company  raised  approximately  $946,000 of  additional
       capital from investors.  During 2000, the Company's president also loaned
       the Company an additional  $68,000 (Note G). The Company is continuing to
       seek  infusions  of capital  from  investors  and is also  attempting  to
       replace its line of credit.  Management has made changes in operations to
       reduce  labor and other  costs and  believes  that if  adequate  cash and
       capital  as  described  above  are  obtained,   the  Company  can  become
       profitable.

NOTE C - INVENTORIES

       Inventories consist of the following:
                                                      2000             1999
                                                  ------------    ------------
        Raw materials                            $  1,634,178    $  1,677,554
        Work-in process                               169,676       1,015,925
        Finished goods                                497,798         852,807
                                                  ------------    ------------
                                                    2,301,652       3,546,286
        Less reserve for obsolescence                 545,866         489,903
                                                  ------------    ------------
                                                 $  1,755,786    $  3,056,383
                                                  ============    ============

NOTE D - PROPERTY AND EQUIPMENT

       Property  and  equipment  and  estimated  service  lives  consist  of the
       following:




                                                                                                    Estimated
                                                                     2000             1999        service lives
                                                                 ------------    -------------   -------------
                                                                                             
        Production equipment                                    $  3,140,450    $   3,138,908         5-10
        Leasehold improvements                                       957,845          954,170         7-10
        Office equipment                                             628,522          620,969         5-10
        Other                                                        118,029          118,029         3-7
                                                                 ------------    -------------
                                                                   4,844,846        4,832,076
        Less accumulated depreciation
           and amortization                                        2,973,770        2,229,054
                                                                 ------------    -------------
                                                                $  1,871,076    $   2,603,022
                                                                 ============    =============



NOTE E - OTHER ASSETS

       Other assets consist of the following:
                                                       2000             1999
                                                   ------------    ------------
        Intellectual property                     $          -    $    582,540
        Financing costs                                      -         150,939
        Deposits                                        10,587           9,197
                                                   ------------    ------------
                                                        10,587         742,676
        Less accumulated amortization                        -         491,442
                                                   ------------    ------------

                                                  $     10,587    $    251,234
                                                   ============    ============

NOTE F - LINE OF CREDIT

       During 2000,  the Company's  line of credit of $2,792,609  was assumed by
       Abacas Ventures,  Inc. Abacas Ventures,  Inc.  converted the amount owing
       into a note payable.  Interest has been accrued at an interest rate of 10
       percent. The entire amount of the note is included in current maturities.





NOTE G - LONG-TERM OBLIGATIONS

       Long-term obligations consist of the following:
                                                                                      2000            1999
                                                                                  ------------   -------------
                                                                                                          


        Note payable to a company,  payable in full, due on demand,  interest at
           10%, collateralized by all assets of the Company. Interest associated
           with this note of  $142,042  was  accrued  and  included  in  accrued
           liabilities at December 31, 2000                                       $ 2,435,007   $           -

        Note   payable  to  a  financial   institution,   due  in  monthly
           installments  of $9,462,  including  interest at 8.61%,  with a
           maturity date of April 2004, collateralized by equipment                   377,235         446,352

        Note payable  to a  company,  due in  monthly  installments  of  $6,256,
           including interest at 8%, until paid, collateralized by
           equipment                                                                  181,431         143,437

        Note payable to a financial institution,  due in monthly installments of
           $20,000,  including  interest at 4% over prime (12.5% at December 31,
           2000), with a maturity date of July
           2001, collateralized by equipment                                          197,285        301,504

        Note payable  to a company,  due in two  installments  of  $83,000  plus
           accrued interest at 10% with a maturity of June 2001,
           unsecured                                                                  166,000              -

        Note  payable to a  shareholder,  due in monthly  installments  of
           $12,748 until paid, including interest at 10%, unsecured                   130,000              -

NOTE G - LONG-TERM OBLIGATIONS - CONTINUED

                                                                                      2000            1999
                                                                                  ------------   -------------

        Note payable to a company,  due in monthly  installments of $1,972
           until paid, including interest at 8%, unsecured                             93,307              -

        Note payable to an individual,  due in monthly  installments  of $5,000,
           including  interest  at a rate of 9.5%,  with a maturity  date of May
           2000, collateralized by all assets of the Company,
           past due                                                                    85,377        104,212

        Note payable to a finance  corporation,  due in monthly  installments of
           $3,280,  including  interest at prime plus 3% (11.5% at December  31,
           2000) with a maturity date of January
           2002, collateralized by equipment                                           78,105         82,083

        Note payable to a  company,  due in 18  monthly  installments  of $1,460
           followed by six monthly installments of $2,920, including interest at
           6%, with a maturity date of April 2003,
           unsecured                                                                   73,000              -

        Note payable to a stockholder/officer,  payable in full on demand,
           interest at 10%, unsecured                                                  68,000              -

        Note payable to a finance  corporation,  due in monthly  installments of
           $4,152,  including interest at 9%, with a maturity date of July 2000,
           collateralized by equipment and
           trade accounts receivable, past due                                         50,619         63,176

        Note payable to a finance  corporation,  due in monthly  installments of
           $3,114, including interest at 9%, with a maturity date of March 2000,
           collateralized by equipment and
           trade accounts receivable, past due                                         15,083         35,761

        Note payable to a finance  corporation,  due in monthly  installments of
           $3,114,  including  interest at 9%, with a maturity date of May 2001,
           collateralized by equipment and
           trade accounts receivable                                                   11,605         25,828
                                                                                  ------------   -------------
                                                                                    3,962,054      1,202,353
        Less current maturities                                                     3,432,090        475,385
                                                                                  ------------   -------------
                                                                                 $    529,964   $    726,968
                                                                                  ============   =============



       The  Company's  long-term  obligations  at  December  31,  2000 mature as
follows:

              Year ending December 31,
                  2001                                   $   3,432,090
                  2002                                         296,558
                  2003                                         174,454
                  2004                                          39,935
                  2005                                          19,017
                  Thereafter                                         -
                                                          -------------

                                                         $   3,962,054
                                                          =============

       Certain of the Company's long-term  obligations contain various covenants
       and  restrictions.   The  agreements  provide  for  the  acceleration  of
       principal  payments  in the event of a covenant  violation  or a material
       adverse change in the operations of the Company. At times during the year
       and as of December  31,  2000,  the Company  was not in  compliance  with
       certain of these  covenants.  In  instances  where the  Company is out of
       compliance, these amounts have been shown as current.

NOTE H - LEASES

       The Company  conducts a substantial  portion of its operations  utilizing
       leased facilities and equipment  consisting of sales office,  warehouses,
       manufacturing   plant,  and   transportation   and  computer   equipment.
       Generally,  the  leases  provide  for  renewal  for  various  periods  at
       stipulated rates.

       The  following  is a schedule by year of future  minimum  lease  payments
       under  operating and capital  leases,  together with the present value of
       the net lease payments as of December 31, 2000:

                                                     Capital        Operating
        Year ending December 31,                      leases         leases
        ------------------------                   -----------   -------------
            2001                                   $    46,718   $     320,526
            2002                                         8,523         324,713
            2003                                         4,389         329,037
            2004                                         3,657         226,298
            2005                                             -         191,688
            Thereafter                                       -         175,714
                                                    -----------   -------------
        Future minimum lease payments                   63,287   $   1,567,976
                                                                  =============
        Amounts representing interest                   (9,756)
                                                    -----------
        Present value of net minimum lease              53,531
        payments Less current maturities                39,274
                                                    -----------
                                                   $    14,257
                                                    ===========

       The building leases provide for payment of property taxes,  insurance and
       maintenance  costs by the  Company.  One of the  buildings is leased from
       related  parties (Note I). Rental  expense for operating  leases  totaled
       $325,722 and $743,552 for 2000 and 1999, respectively.

       The  Company  has an option  to renew one  building  lease  with  related
       parties,  for two additional ten-year periods upon expiration of the term
       in 2006 (Note I).

       Property  and  equipment  includes  $271,423 of equipment  under  capital
       leases  at both  December  31,  2000 and 1999.  Accumulated  amortization
       amounted  to  $181,881  and  $138,951  at  December  31,  2000 and  1999,
       respectively, for equipment under capital leases.

NOTE I - RELATED PARTY TRANSACTIONS

       Lease

       The Company entered into a lease for  manufacturing and office space with
       another  company owned by certain  stockholders  of the Company (Note H).
       The terms of the lease include monthly  payments to the lessor of $15,974
       for a period of ten years  after  which  the lease is  renewable  for two
       additional ten-year periods.

       NOTE I - RELATED PARTY TRANSACTIONS - CONTINUED

       Note payable

       At various times during 2000 the Company had amounts due to stockholders.
       The  balance  due to  stockholders  at  December  31,  2000  and 1999 was
       $1,020,966 and $1,035,966, respectively. Interest associated with amounts
       due to  stockholders  is accrued at 10 percent,  was $103,305 at December
       31, 2000 and is included in accrued liabilities.  The Company also has an
       additional  10 percent note due to its  president for $68,000 at December
       31, 2000 (Note G).

       Common Stock

       In 1999,  Circuit  entered  into an agreement  with  Cogent,  a financial
       consulting firm,  whereby Cogent agreed to assist and provide  consulting
       services to Circuit in connection  with a possible merger or acquisition.
       Pursuant to the terms of this  agreement,  the Company issued  12,000,000
       restricted  shares  of our  common  stock  to  Cogent  in  July  2000  in
       connection with our acquisition of the assets and certain  liabilities of
       Circuit.  The  principal  of Cogent was a director  of Circuit  from 1999
       through July 1, 2000.

NOTE J - ACCRUED LIABILITIES

       Accrued  liabilities  include  $1,316,645  of  delinquent  payroll  taxes
       including  estimated  interest  and  penalties  of $95,604 and  $111,004,
       respectively.  As of December  31,  2000,  the Company has  negotiated  a
       payment  schedule with the state of Utah requiring 12 monthly payments of
       $10,863.

NOTE K - LITIGATION

       Circuit (the surviving  accounting entity,  Note A1) is a defendant in an
       alleged breach of a facilities sublease agreement in Colorado.  A lawsuit
       was filed in which the plaintiff  seeks to recover past due rent,  future
       rent,  and other lease charges.  Management  and the Company's  attorneys
       have  estimated  the  range  of  potential  loss  to be  between  $0  and
       $2,500,000. The wide range is due to two rent calculation methods written
       in the master lease. Under one calculation,  the amount would be minimal.
       Under the other  calculation,  the amount would represent all future rent
       (reduced by rent received from future tenants).  The Company filed a suit
       against  the  landlord  for an amount in excess of  $500,000  for missing
       equipment.  Rent  has  been  accrued  through  December  31,  2000 and is
       included in accrued liabilities.

       Circuit  is also  the  defendant  in  numerous  legal  actions  primarily
       resulting from nonpayment of vendors for goods and services received. The
       Company has  accrued  the  payables  and is  currently  in the process of
       negotiating settlements with these vendors.

NOTE L - LOSS PER COMMON SHARE

       The  following  data show the shares  used in  computing  loss per common
share:



                                                                                2000              1999
                                                                           --------------   ---------------
                                                                                        

              Common shares outstanding during entire period                 129,271,560      109,887,630

              Net weighted-average common shares issued during period         13,493,995        9,408,950
                                                                           --------------   ---------------
              Weighted-average number of common shares used in basic
                 and diluted EPS                                             142,765,555      119,296,580
                                                                           ==============   ===============



NOTE L - LOSS PER COMMON SHARE - CONTINUED

       The Company  has no common  stock  equivalents  and  therefore  basic and
       diluted EPS are the same.

NOTE M - INCOME TAXES

       The Company operated, for tax purposes, as a corporation under provisions
       of Subchapter S of the Internal Revenue Code through May 10, 2000. During
       this  period,  taxes on  income  of the  Company  flowed  through  to the
       stockholders.  Accordingly, the Company was not subject to federal income
       taxes on Company operating results for the period in which the S election
       was in  existence,  and no  provision  or current  liability or asset for
       federal or state income taxes for those periods has been reflected.

       On May 10,  2000,  the  Company  revoked  their S  election  and became a
       taxable entity.  Effective with the change,  in accordance with Statement
       of Financial  Accounting Standards (SFAS) No. 109, "Accounting for Income
       Taxes,"  income taxes are  provided  for the tax effects of  transactions
       reported in the financial  statements and consist of taxes  currently due
       plus deferred taxes related primarily to differences between the basis of
       assets and liabilities for financial and income tax reporting.

       Income tax expense at December 31, 2000, consists of the following:

            Current                               $           -
            Deferred                                          -
                                                   -------------
                                                  $           -
                                                   =============

       The tax effects of temporary  differences which gave rise to deferred tax
       assets and liabilities at December 31, 2000, are as follows:

        Current deferred tax assets
            Inventory reserve                                     $    262,297
            Bad debt reserve                                            30,773
            Vacation reserve                                            13,591
            LIFO Inv. 263A calculation                                 148,617
                                                                   -------------
                                                                       455,278
                                                                   -------------

        Long-term deferred tax assets (liabilities)
            Research and development credit                             53,974
            Research and development capitalized                         1,605
            Net operating loss carryforward                          1,446,233
            Intellectual property                                      200,053
            Depreciation                                               (74,714)
                                                                   -------------
                                                                     1,627,151
                                                                   -------------
                                                                     2,082,429
        Valuation allowance                                         (2,082,429)
                                                                   -------------
                                                                  $          -
                                                                   =============


NOTE M - INCOME TAXES - CONTINUED

       The Company has  sustained  net  operating  losses in both of the periods
       presented.  There were no  deferred  tax  assets or income  tax  benefits
       recorded  in  the  financial  statements  for  net  deductible  temporary
       differences or net operating loss carryforwards because the likelihood of
       realization   of  the  related  tax  benefits   cannot  be   established.
       Accordingly,  a valuation  allowance  has been recorded to reduce the net
       deferred  tax  asset to zero and  consequently,  there is no  income  tax
       provision or benefit presented for the year ended December 31, 2000.

       As of December 31, 2000, the Company had net operating loss carryforwards
       for tax  reporting  purposes  of  approximately  $3,877,300  expiring  in
       various years through 2020.  Utilization of  approximately  $1,194,000 of
       the  total net  operating  loss is  dependent  on the  future  profitable
       operation of Racore  Technology  Corporation  under the  separate  return
       limitation  rules and  limitations on the  carryforward  of net operating
       losses after a change in ownership.

NOTE N - SEGMENT INFORMATION

       Segment  information  has been prepared in accordance  with SFAS No. 131,
       "Disclosure about Segments of an Enterprise and Related Information." The
       Company has two reportable  segments;  electronics  assembly and Ethernet
       technology.  The electronics  assembly segment manufactures and assembles
       circuit boards and electronic  component cables. The Ethernet  technology
       segment designs and manufactures  Ethernet cards. The accounting policies
       of the segments  are  consistent  with those  described in the summary of
       significant  accounting  policies.  The Company evaluates  performance of
       each segment based on earnings or loss from operations.  Selected segment
       information is as follows:





                                                            Electronics       Ethernet
                        2000                                 Assembly        Technology         Total
                        ----                             --------------   -------------   --------------
                                                                    

        Sales to external customers                      $   4,686,045    $   1,687,051   $   6,373,096
        Intersegment sales                                   1,015,349           40,423       1,055,772
        Segment loss                                        (4,179,654)      (1,229,248)     (5,408,902)
        Segment assets                                       3,916,774          854,806       4,771,580
        Depreciation and amortization                          687,802          273,704         961,506

                      1999
        Sales to external customers                      $   7,954,824    $   1,905,665   $   9,860,489
        Intersegment sales                                   1,531,642            7,174       1,538,816
        Segment loss                                        (3,818,927)      (1,280,627)     (5,099,554)
        Segment assets                                       6,655,078        1,216,921       7,871,999
        Depreciation and amortization                          807,113          273,080       1,080,193

                      Sales                                                 2000               1999
                      -----                                            --------------    --------------
        Total sales for reportable segments                           $   7,428,868     $   11,399,305
        Elimination of intersegment sales                                (1,055,772)        (1,538,816)
                                                                       --------------    --------------

                   Consolidated net sales                             $   6,373,096     $    9,860,489
                                                                       ==============    ==============

                     Net Loss
        Net loss for reportable segments                              $  (5,408,902)    $   (5,099,554)
        Elimination of intersegment losses                                1,229,248          1,330,649
                                                                       --------------    --------------

                   Consolidated net loss                              $  (4,179,654)    $   (3,768,905)
                                                                       ==============    ==============


NOTE N - SEGMENT INFORMATION - CONTINUED

                   Total Assets
        Total assets for reportable segments                          $   4,771,580     $    7,871,999
        Elimination of intersegment amounts                                (154,790)          (893,888)
                                                                       --------------    --------------

                   Consolidated total assets                          $   4,616,790     $    6,978,111
                                                                       ==============    ==============


NOTE O - REVENUES

       All revenue-producing  assets are located in North America.  Revenues are
       attributed to the geographic areas based on the location of the customers
       purchasing the products.

       The Company's net sales by geographic area are as follows:

                                                   2000               1999
                                              --------------    --------------
        North America                        $   5,967,106     $    8,674,051
        Europe/Africa/Middle East                  390,808            789,906
        Asia/Australia                              15,182            396,532
                                              --------------    --------------
                                             $   6,373,096     $    9,860,489
                                              ==============    ==============

NOTE P - FOURTH QUARTER ADJUSTMENTS

       In the fourth quarter of 2000, the Company recorded  various  adjustments
       that  approximated  $1.9 million in  additional  expense that affect,  in
       part,  previous  quarters  of 2000.  The  adjustments  were  recorded  as
       follows:

1)       Adjustments to inventory of $462,280,
2)       Additional depreciation expense of $136,706,
3)       Additional payable accruals of $815,695,
4)       Additional interest expense of $257,600, and
5)       Payroll penalties and interest on nonremitted payroll withholdings of
         $206,608.

NOTE Q - RESTATEMENT

       The financial statements at and for the year ended December 31, 2000 have
       been restated to reflect  corrections to recognize  $300,900 reduction in
       inventory, $45,213 write off of accounts receivable and other assets, and
       $1,041,653 of additional accounts payable and accrued liabilities. It has
       been  determined  that  adjustments are necessary to write down inventory
       purchased for specific  customers that does not have  alternative use and
       record  accounts  payable and accrued  liabilities  that should have been
       recognized in 2000. Accordingly,  the cost of sales has been increased by
       $600,669, selling, general and administrative expenses has been increased
       by $508,485,  interest expense has been increased by $207,958,  and other
       income decreased by $70,654 in the  consolidated  statement of operations
       for the year ended December 31, 2000.


                                  EXHIBIT INDEX

         Copies of the following  documents are filed with this annual report as
exhibits:

   Exhibit No.                                                  Document

       3.1          Articles of Incorporation,  as amended  (previously filed as
                    Exhibit  No. 2 to the  Company's  8-K  dated  July 1,  2000,
                    Commission File No. 33-13674-LA,  and incorporated herein by
                    reference).

       3.2          Bylaws  (previously  filed as Exhibit No. 3 to the Company's
                    8-K dated July 1, 2000, Commission File No. 33-13674-LA, and
                    incorporated herein by reference).

       10.          Material Contracts:

                    10.1      Lease  Agreement dated 2 November 1996 between I &
                              R  Properties,  LLC and Circuit  Technology,  Inc.
                              (previously   filed  as  Exhibit   No.  4  to  the
                              Company's 8-K dated July 1, 2000,  Commission File
                              No.   33-13674-LA,   and  incorporated  herein  by
                              reference).
                    10.2      Financial  Advisory  Agreement  dated  12 May 1999
                              between  Circuit   Technology,   Inc.  and  Cogent
                              Capital Corp.  (previously  filed as Exhibit No. 2
                              to the  Company's  Annual Report filed May 8, 2001
                              on Form  10-KSB  for  the  year  ending  12/31/00,
                              Commission File No. 33-13674-LA,  and incorporated
                              herein by reference).
                    10.3      Form of Product  Representative  Agreement between
                              CirTran    Corporation   and   a    Representative
                              (previously   filed  as  Exhibit   No.  3  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.4      Security  and Loan  Agreement  dated April 6, 1998
                              between Imperial Bank and Circuit Technology, Inc.
                              (previously   filed  as  Exhibit   No.  4  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.5      Line of  Credit  Purchase  Agreement  dated May 1,
                              2000 between  Imperial  Bank and Abacus  Ventures,
                              Inc.  (previously  filed as  Exhibit  No. 5 to the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.6      Assignment of Loan dated May 1, 2000 from Imperial
                              Bank to Abacus Ventures, Inc. (previously filed as
                              Exhibit No. 6 to the Company's Annual Report filed
                              May 8,  2001 on Form  10-KSB  for the year  ending
                              12/31/00,  Commission  File No.  33-13674-LA,  and
                              incorporated herein by reference).
                    10.7      Unsecured  Promissory  Note for  $73,000.00  dated
                              November  3,  2000  from  CirTran  Corporation  to
                              Future Electronics  Corporation  (previously filed
                              as Exhibit No. 7 to the  Company's  Annual  Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.8      Unsecured  Promissory Note for  $166,000.00  dated
                              November  3,  2000  from  CirTran  Corporation  to
                              Future Electronics  Corporation  (previously filed
                              as Exhibit No. 8 to the  Company's  Annual  Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.9      Lock-Up  Agreement  dated November 3, 2000 between
                              Iehab Hawatmeh and Future Electronics  Corporation
                              (previously   filed  as  Exhibit   No.  9  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.10     Lock-Up  Agreement  dated November 3, 2000 between
                              Raed Hawatmeh and Future  Electronics  Corporation
                              (previously   filed  as  Exhibit  No.  10  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.11     Lock-Up  Agreement  dated November 3, 2000 between
                              Roger Kokozyon and Future Electronics  Corporation
                              (previously   filed  as  Exhibit  No.  11  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).
                    10.12     Registration  Rights  Agreement  dated November 3,
                              2000  between   CirTran   Corporation  and  Future
                              Electronics   Corporation   (previously  filed  as
                              Exhibit  No.  12 to the  Company's  Annual  Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.13     Promissory  Note and  Confession of Judgment dated
                              September 26, 2000 by Circuit  Technology Corp. in
                              favor of Arrow Electronics, Inc. (previously filed
                              as Exhibit No. 13 to the  Company's  Annual Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.14     Promissory  Note and  Confession of Judgment dated
                              November 16, 2000 by Circuit  Technology  Corp. in
                              favor of Sager  Electronics  (previously  filed as
                              Exhibit  No.  14 to the  Company's  Annual  Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.15     Confession of Judgment  dated  November 3, 2000 by
                              CirTran Corporation and Iehab Hawatmeh in favor of
                              Future Electronics  Corporation  (previously filed
                              as Exhibit No. 15 to the  Company's  Annual Report
                              filed  May 8,  2001 on Form  10-KSB  for the  year
                              ending 12/31/00,  Commission File No. 33-13674-LA,
                              and incorporated herein by reference).
                    10.16     Settlement  Agreement  and Release of Claims dated
                              November  3,  2000  between  CirTran  Corporation,
                              Iehab Hawatmeh and Future Electronics  Corporation
                              (previously   filed  as  Exhibit  No.  16  to  the
                              Company's  Annual Report filed May 8, 2001 on Form
                              10-KSB for the year  ending  12/31/00,  Commission
                              File No.  33-13674-LA,  and incorporated herein by
                              reference).

21.*                Subsidiaries of the Registrant

23.1*               Consent of Grant Thornton LLP
---------------
*      Filed herewith.





                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.

                                         CIRTRAN CORPORATION


Date:  November 5, 2001                  By: /s/ Iehab J. Hawatmeh, President

         In accordance with the Exchange Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Date:  November 5, 2001                 /s/ Iehab J. Hawatmeh
                                             Iehab J. Hawatemeh
                                             President, Chief Financial Officer
                                             and Director

Date:  November 5, 2001                 /s/ Raed Hawatmeh
                                             Raed Hawatmeh, Director

Date:  November 5, 2001                 /s/  Trevor Saliba
                                              Trevor Saliba, Director