U.S. SECURIITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB
                                 Amendment No. 2

[X]   Annual  report pursuant to section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the fiscal year ended December 31, 2001, 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
incorporation or organization)                 No.)

               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:   Common Stock, Par  Value
$0.001

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:  $1,870,848.

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, 2002, was $0.

As of March 31, 2002, the Registrant had outstanding 209,272,191 shares of
Common Stock, par value $0.001.

Documents incorporated by reference:  None


                                     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.

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.  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 75% 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


                                        2


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.

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, and continue to seek to establish, 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.

In  June  2001, Racore received a $225,000 order for specially-designed Ethernet
cards for a federal law enforcement agency.  In September 2001, Racore submitted
a  bid  for business with the same agency that, if accepted, would have resulted
in  a  contract  valued at over $2.0 million over three  years.   This  bid  was
ultimately  not  accepted,  but Racore remains committed  to  actively  pursuing
government  contracts  for its Ethernet card technology.   These  contracts  are
generally  awarded in September of each year, the last month of the government's
fiscal year.

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.  We believe
the trend towards outsourcing manufacturing will continue.  OEMs utilize
manufacturing specialists for many reasons including the following:

  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.

  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

                                        3

  use of manufacturing specialists allows OEMs to gain access to advanced
  manufacturing capabilities while substantially reducing their overall
  resource requirements.

  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.

  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.

  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 2001 and 2000, we and our predecessor corporation, Circuit Technology
Inc., spent approximately $159,271 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


                                        4


periods, our subsidiary, Racore, spent approximately $148,287 and  $248,049 and
, 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,
though we continue to seek  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.

In 2001, 97% of our net sales were derived from pre-existing customers, whereas
during the year ended December 31, 2000, over 80% of our net sales were derived
from customers that were also customers during 1999.  Historically, a small
number of customers accounted for a significant portion of our net sales.  In
2001, however, no single customer accounted for more than 10% of our total
sales, and our three largest customers accounted for approximately 25% of our
total 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.  We are currently involved in settlement negotiations
regarding 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.

During  2001,  we  operated without a line of credit and  many  of  our  vendors
stopped  credit sales of components used by us in the manufacture  of  products,
thus hampering our ability to attract and retain turnkey customer business.   In
addition, financial constraints experienced in 2001 mandated a reduction in  our
general  work  force, including our sales department, which  experienced  a  50%
reduction in size.  These factors, as well as general economic conditions during
the  second half of 2001 resulted in a significant decrease in sales during  the
fiscal year.

Backlog consists of contracts or purchase orders with delivery dates scheduled
within the next twelve months.  At December 31, 2001, our backlog was
approximately $1,750,000.  The backlog was approximately $4.0 million at
December 31, 2000.

In the late summer and early fall of 2001, we announced several promising
developments in our sales and marketing efforts.  These developments included:
(i) the receipt of orders from Tempo Research, a wholly-owned subsidiary of
Textron, Inc. for purchases totaling $425,923 over a nine-month period, $194,330
of which had been shipped and recorded as sales by May 2002, the balance being
shipped and recorded as sales by September 15, 2002; (ii) the receipt of orders
from InterMotive Products for $91,000; (iii) the receipt of orders from Nortel
Networks for $28,130; and (iv) the issuance of bids to SPX and Emerson totaling,
which were subsequently not awarded to us.

As part of our effort to improve our competitive position in the electronics
assembly and manufacturing industry, we also announced that we had formed
business relationships with various offshore manufacturers in Singapore and
Malaysia, the purpose of which was to improve our bidding position with respect
to large orders.  We had historically concentrated on such large orders and
attempted to process the orders in our own facilities; however, we found that
our high production costs rendered these contracts unprofitable to us.  We


                                        5


therefore sought to establish subcontracting relationships with offshore
manufacturers, who experience lower production costs, to allow us to once again
seek large-volume orders.

In the last quarter of 2001 and into 2002, we also took steps to increase our
sales volume by adding three new sales representatives, hiring a sales manager,
implementing software to access databases containing potential new customers and
sales opportunities, and continuing our efforts to improve our competitive
position by installing additional surface-mount technology equipment that had
previously been at our Colorado location and by seeking ISO (International
Organization for Standardization) 9002 certification, which we are hopeful of
obtaining by the end of 2002.  This certification would allow us to ensure to
prospective customers that we comply with internationally-recognized quality
production standards.

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.  Other than as discussed in "Item 3 - Legal Proceedings" concerning
delinquent payroll taxes, we believe we are in substantial compliance with all
relevant regulations applicable to our business and operations.

Employees

We employ 55 persons, five in administrative positions, 3 in engineering and
design, 44 in clerical and manufacturing, and 3 in sales.

Corporate Background

Our core business was commenced by Circuit Technology, Inc., or Circuit, in 1993


                                        6


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, $4,179,654 in 2000
and $2,933,084 in 2001.  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.

We were incorporated in Nevada in 1987, under the name Vermillion Ventures,
Inc., for the purpose of acquiring other operating corporate entities.  We were
largely inactive until July 1, 2000, when we issued a total of 10,000,000 shares
of our common stock (150,000,000 of our shares as presently constituted) to
acquire, through our wholly-owned subsidiary, CirTran Corporation (Utah),
substantially all of the assets and certain liabilities of Circuit.

In 1987, Vermillion Ventures, Inc. filed an S-18 registration statement with the
United States Securities and Exchange Commission ("SEC") but did not at that
time become a registrant under the Securities Exchange Act of 1934 ("1934 Act").
From 1989 until 2000, Vermillion did not make any filings with the SEC under the
1934 Act.  In July 2000, we commenced filing regular annual, quarterly, and
current reports with the SEC on Forms 10-KSB, 10-QSB, and 8-K, respectively, and
have made all filings required of a public company since that time.  In February
2001, we filed a Form 8-A with the SEC and became a registrant under the 1934
Act.  We may be subject to certain liabilities arising from the failure of
Vermillion to file reports with the SEC from 1989 to 1990, but we believe these
liabilities are minimal because there was no public market for the common shares
of Vermillion from 1989 until the third quarter of 1990 (when our shares began
to be traded on the Pink Sheets) and it is likely that the statute of
limitations has run on whatever public trades in the shares of our common stock
may have taken place during the period during which Vermillion failed to file
reports.

On 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.

                     ITEM 2.      DESCRIPTION OF PROPERTIES

We lease approximately 40,000 square feet of office and manufacturing space in
West Valley City, Utah, at a monthly lease rate of approximately $16,000.  The
lease is renewable in November of 2006 for two additional ten-year periods.
This facility serves as our principal offices and manufacturing facility and is
leased from I&R Properties, LLC, a company owned and controlled by individuals
who are officers, directors and principal stockholders.  We believe our lease
for the facility is on commercially reasonable terms.

                          ITEM 3.     LEGAL PROCEEDINGS

As of December 31, 2001, we had accrued liabilities in the amount of $1,982,445
for delinquent payroll taxes, including interest estimated at $215,268 and
penalties estimated at $242,989.  Of this amount, approximately $257,510 was due


                                        7


the State of Utah.  Concerning the amount owed the State of Utah, during the
first quarter of 2002, we negotiated a monthly payment schedule of $4,000 ,
which did not provide for the forgiveness of any taxes, penalties or interest.
Approximately $1,713,996 is owed to the Internal Revenue Service (IRS).  During
the first quarter of 2002, we negotiated a payment schedule with respect to this
amount, pursuant to which we are currently making monthly payments of $25,000.
Approximately $10,939 is owed the State of Colorado.  In addition, we have
committed to keeping current on deposits of our federal withholding amounts.
Monthly payments were made during each of the three months in the second quarter
according to the agreed-upon schedule.  As of June 30, 2002, a total of $247,556
was owed to the State of Utah and a total of $1,815,191 was owed to the IRS.
Based on our commitment to the IRS to adhere for six months to our agreed-upon
payment schedule, we anticipate being able to enter into a more definitive
payment arrangement with the IRS later in the fall of 2002.  If we do not adhere
to our agreed-upon payment schedule to the IRS, the IRS is unlikely to enter
into a more definitive payment arrangement with us and could levy tax liens
against us.

We (as successor to Circuit Technology, Inc.) were a defendant in an action in
El Paso County, Colorado District Court, brought by Sunborne XII, LLC, a
Colorado limited liability company, for alleged breach of a sublease agreement
involving facilities located in Colorado.   Our liability in this action was
originally estimated to range up to $2.5 million, and we subsequently filed a
counter suit in the same court against Sunborne in an amount exceeding $500,000
for missing equipment.    Effective January 18, 2002, we entered into a
settlement agreement with Sunborne with respect to the above-described
litigation.  The settlement agreement required us to pay Sunborne the sum of
$250,000.  Of this amount, $25,000 was paid upon execution of the agreement, and
the balance of $225,000, together with interest at 8% per annum, was payable by
July 18, 2002.  As security for payment of the balance, we executed and
delivered to Sunborne a Confession of Judgment and also issued to Sunborne
3,000,000 shares of our common stock, to be held in escrow as security for
performance of our obligations under the settlement agreement.   We were also
required, if 75% of the balance owing under the agreement was not paid by May
18, 2002, to prepare and file with the Securities & Exchange Commission, at our
expense, a registration statement with respect to the shares that were escrowed.
The payment was not made, nor was a registration statement filed with respect to
the escrowed shares.

Pursuant to a Termination of Sublease Agreement dated as of May 22, 2002 among
us, Sunborne and other parties, the sublease agreement that was the subject of
our litigation with Sunborne was terminated and a payment of approximately
$109,000 was credited against the amount owed by us to Sunborne under our
settlement agreement with them.

As of July 18, 2002, we were in default of our obligations under our settlement
agreement with Sunborne, and Sunborne is entitled to file the Confession of
Judgment and proceed with execution thereon.  We are currently negotiating with
Sunborne in an attempt to settle our remaining obligation under the settlement
agreement.  If we are unable to reach a settlement with Sunborne, any attempts
on their part to execute on the judgment could have a material adverse impact on
our business.  It is likely that Sunborne would execute on the shares of our
common stock held in the escrow as security for performance of our obligations
under the settlement agreement.

We also assumed certain liabilities of Circuit Technology, Inc. in connection
with our transactions with that entity in the year 2000, and as a result we are
defendant in a number of legal actions involving nonpayment of vendors for goods
and services rendered.  We have accrued these payables and have negotiated
settlements with respect to some of the liabilities, including those detailed
below, and are currently negotiating settlements with other vendors.

  1.   Arrow Electronics, Inc. obtained a judgment against Circuit Technology,
  Inc. in the amount of $215,251, plus 8% interest as of March 17, 2000.  In
  September 2000, we settled this judgment in the amount of $199,678, plus 8%


                                        8


  interest as of September 23, 2000.  The terms of the settlement require us to
  make monthly payments of $6,256 to Arrow Electronics until the settlement
  amount is paid in full, or approximately three years.

     2.   Sager Electronics, another trade creditor, brought a claim against
  Circuit Technology, Inc., for unpaid goods and services in the amount of
  $97,259.  In November 2000, we settled this claim in the amount of $97,259
  plus 8% interest.  The terms of the settlement require CirTran to make
  monthly payments of $1,972 to Sager Electronics until the settlement amount
  is paid in full, or approximately five years.

  3.   In November 2000, we entered into a debt settlement agreement with
  Future Electronics Corporation ("Future") pursuant to which we issued
  5,281,050 shares of our common stock, as currently constituted, in exchange
  for $324,284 of trade debt relief.  We also granted Future "piggy-back"
  registration rights in respect of these shares, pursuant to which we are
  required, for a period of three years, i.e., until November 2003, to include
  up to 50% of Future's shares in any registration statement filed by us.  We
  are also obligated to pay the costs of any such registration.  These
  registration rights are assignable and transferable to any individual or
  entity that does not directly compete with us.

On July 31, 2002, we entered into a Mutual Release and Settlement Agreement (the
"Osicom Agreement") with Osicom Technologies, Inc and Entrada Networks, Inc.  In
January 2001, we had filed a breach of contract action against Osicom, one of
our customers, seeking damages of $875,000 in respect of Osicom's cancellation
of a portion of a manufacturing contract.  Pursuant to the terms of the Osicom
Agreement, we have agreed to dismiss our claims against Osicom and Entrada in
consideration for a series of six payments by Entrada to us in August-October
2002 that total $265,000.  Of this amount, approximately $158,000 is allocated
to the purchase of inventory from us and the balance of approximately $107,000
is allocated to amounts owed to us by Osicom and/or Entrada, which amounts
represent a net receivable on our books from Osicom of approximately $94,000
(the difference between an outstanding receivable of $274,000 and an outstanding
payable of $180,000).  Entrada also agreed to issue a purchase order to us for
up to $125,000 of inventory, which inventory is deliverable within 90 days
following the last payment to be made under the agreement, due on October 29,
2002.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders in the fourth quarter of
the year ended December 31, 2001.

                                     PART II


       ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our  common stock traded sporadically on the Pink Sheets under the symbol "CIRT"
from  July  2000 to July 2002.  Effective July 15, 2002, the NASD  approved  our
shares  of  common  stock for quotation on the NASD Over-the-Counter  Electronic
Bulletin  Board.   The  following table sets forth, for the  respective  periods
indicated, the prices of our common stock as reported and summarized on the Pink
Sheets.   These  prices are based on inter-dealer bid and asked prices,  without
markup,  markdown,  commissions, or adjustments and  may  not  represent  actual
transactions.

Calendar Quarter Ended           High Bid           Low Bid
----------------------           --------           -------

March 31, 2002                    $0.08              $0.02


                                        9


December 31, 2001                 $0.10              $0.04
September 30, 2001 (1)            $0.36              $0.06
June 30, 2001                     $3.500             $1.500
March 31, 2001                    $5.500             $3.000
December 31, 2000                 $4.000             $4.000

  (1)  Our 15 for 1 forward stock split was made effective August 6, 2001 and
  our stock price decreased accordingly.

As of March 31, 2002, we had 557 shareholders of record holding 209,272,191
shares of common stock.

We have not paid, nor declared, any dividends on our common stock since our
inception and do not intend to declare any such dividends in the foreseeable
future. Our ability to pay dividends is subject to limitations imposed by Nevada
law. Under Nevada law, dividends may be paid to the extent the corporation's
assets exceed its liabilities and it is able to pay its debts as they become due
in the usual course of business.

We did not sell any shares of common stock during 2001 that were not registered
under the Securities Act of 1933.

Penny Stock Rules

Our  shares  of  common  stock are subject to the "penny  stock"  rules  of  the
Securities  Exchange Act of 1934 and various rules under this Act.   In  general
terms,  "penny stock" is defined as any equity security that has a market  price
less  than  $5.00 per share, subject to certain exceptions.  The  rules  provide
that  any equity security is considered to be a penny stock unless that security
is  registered  and  traded on a national securities exchange meeting  specified
criteria set by the SEC, authorized for quotation from the NASDAQ stock  market,
issued  by a registered investment company, and excluded from the definition  on
the  basis  of  price (at least $5.00 per share), or based on the  issuer's  net
tangible assets or revenues.  In the last case, the issuer's net tangible assets
must  exceed $3,000,000 if in continuous operation for at least three  years  or
$5,000,000  if  in operation for less than three years, or the issuer's  average
revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice
requirements for broker-dealers who sell penny stocks to persons other than
established customers and accredited investors.  Accredited investors, in
general, include individuals with assets in excess of $1,000,000 or annual
income exceeding $200,000 (or $300,000 together with their spouse), and certain
institutional investors.  For transactions covered by these rules, broker-
dealers must make a special suitability determination for the purchase of the
security and must have received the purchaser's written consent to the
transaction prior to the purchase.  Additionally, for any transaction involving
a penny stock, the rules require the delivery, prior to the first transaction,
of a risk disclosure document relating to the penny stock.  A broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the security.  Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks.  These rules may restrict the ability of broker-dealers to trade
or maintain a market in our common stock, to the extent it is penny stock, and
may affect the ability of shareholders to sell their shares.



                                        10


                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.

Significant Accounting Policies

Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements.  Note 1 of the Notes to the Financial Statements includes
a summary of the significant accounting policies and methods used in the
preparation of our Financial Statements.  The following is a brief discussion of
the more significant accounting policies and methods used by us.

Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
These principles require us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Estimated amounts may differ under different
assumptions or conditions, and actual results could differ from the estimates.


     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.

     Inventories

Inventories are stated at the lower of average cost or market value. Costs
include labor, material and overhead costs. Overhead costs are based on indirect
costs allocated among cost of sales, work-in-process inventory and finished
goods inventory. Overhead costs are subject to management's discretion regarding
which inventory and cost of sale accounts are subject to overhead allocation.
Determining overhead costs also requires estimation based on management's
allocation of indirect costs.

When there is evidence that the inventory's value is less than original cost,
the inventory will be lowered to market value. We evaluate market value on
current resale amounts and whether there is technological obsolescence.
Currently, some of our inventory is over one year old but still considered the
industry standard and will continue to be used in the production process.


                                        11


The  Company  typically  orders inventory on a customer-by-customer  basis.   In
doing  so  the  Company enters into binding agreements that  the  customer  will
purchase any excess inventory after all orders are complete.  Approximately  78%
of the total inventory is secured by these agreements.

     Checks Written in Excess of Cash in Bank

Historically, banks have temporarily lent funds to us by paying out more funds
than were in our accounts under existing lines of credit with those banks.
Subsequent to May 2000, when Abacus purchase our line of credit obligation, the
Company no longer had lines of credit with banks, and those loans were no longer
available or made to us.

Under our cash management system, checks issued but not presented to banks
frequently result in overdraft balances for accounting purposes. These
overdrafts are included as a current liability in the balance sheets.

Related Party Transactions

Certain transactions involving Abacus Ventures, Inc., the Saliba Private Annuity
Trust and the Saliba Living Trust are regarded as related party transactions
under FAS 57.  Disclosure concerning these transactions is set out in this Item
6 under "Liquidity and Capital Resources - Liquidity and Financing
Arrangements," and in "Item 12 - Certain Relationships and Related
Transactions."

Results of Operations - Comparison of Years Ended December 31, 2001 and 2000

     Sales and Cost of Sales

Net Sales decreased 70.6% to $1,870,848 for the year ended December 31, 2001 as
compared to $6,373,096 for the year ended December 31, 2000.  The decrease is
partially due to the loss of a major customer, Entrada Networks, Inc., successor
in interest to Osicom Technologies, which generated approximately 30% of our
total revenues in 2000.  Additional factors include the following:  operating
without a line of credit; the unwillingness of many of our vendors to continue
credit sales of components used by us in the manufacture of products, thus
hampering our ability to attract and retain turnkey customer business; financial
constraints which mandated a reduction in our general work force, including our
sales department, which experienced a 50% reduction in size; and general
economic conditions during the second half of 2001

Cost of sales for the year ended December 31, 2001 was $2,340,273, as compared
to $6,792,393 incurred during the prior year.  Those costs as a percentage of
net sales were 125% during 2001 as compared to 106.6% during 2000.  We believe
the increase in our already high cost of sales was primarily attributable to
significant write-offs for obsolete inventory resulting from inadequate
inventory control.   These costs were offset, to some extent, through our sale,
or use in the production process, of inventory totaling $205,287, which had been
fully allowed against in previous periods.  The effect of this is to reduce cost
of sales as a percentage of sales.

Lack of adequate inventory management and control has negatively affected our
gross margins.  We 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 2001 was
$340,579, as compared to $545,866 in 2000, and has increased cost of sales.  We
have changed our method of managing and controlling our inventory so that we can


                                        12


identify inventory by a general part number, rather than a customer number, and
we have instituted monthly reviews to better update and control our inventory.
We believe these improvements have lead to better inventory control and will
contribute to decreased cost of sales.  If we are successful in decreasing our
cost of sales, and  if we are able to maintain and increase our levels of sales,
we believe 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 2000 and 2001; 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   Gross Loss
                                                Sales
                          ----     ---------  ---------  ----------
Electronics               2000     4,686,045  4,972,689    (286,644)
Assembly
                          2001     1,352,085  1,718,687    (366,602)
Ethernet                  2000     1,687,051  1,819,704    (132,653)
Technology
                          2001       518,763    621,586    (102,823)

                                               Pre-
                                   Total     existing       New
                         Year      Sales     Customers    Customers
                         ----     --------- -----------  ---------
Electronics              2000     4,686,045   4,317,668   (368,357)
Assembly
                         2001     1,352,085   1,311,522      40,563
Ethernet                 2000     1,687,051     787,649     899,402
Technology
                         2001       518,763     462,844      55,919

     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, 2001 was 1,773,888 at
December 31, 2001, as compared to $1,755,786 at December 31, 2000.  This
marginal increase was due to the net effect of an increase in raw materials in
anticipation of orders to be processed in the first quarter of 2002 and
decreases in work-in-process and finished goods.

     Selling, General and Administrative Expenses

During the year ended December 31, 2001, selling, general and administrative
expenses were $1,690,837 versus $2,710,275 for 2000, a 37.6% decrease which was
primarily attributable to an almost 50% reduction in the size of our workforce.

     Interest Expense

Interest expense for 2001 was $773,034 as compared to $1,015,027 for 2000, a
decrease of 24%.   This decrease is primarily attributable to a decrease in
deliquent payroll tax liabilities, the penalties on which were previously
recorded as part of interest expense.   As of December 31, 2000 and 2001, the
amount of our liability for delinquent state and federal payroll taxes and
estimated penalties and interest thereon was $1,309,990 and $1,982,445,
respectively.

Other income declined from $945 in 2000 to $212 in 2001.

                                        13


As  a  result  of  the  above factors, our overall net loss decreased  29.8%  to
$2,933,084  for the year ended December 31, 2001, as compared to $4,179,654  for
the year ended December 31, 2000.

Liquidity and Capital Resources

Our expenses are currently greater than our revenues.  We have had a history of
losses and our accumulated deficit was $13,080,492 at December 31, 2001 and was
$10,147,408 at December 31, 2000.  Our net operating loss for the year ending
December 31, 2001 was $2,933,084, compared to $4,179,654 for the year ending
December 31, 2000.  Our current liabilities exceeded our current assets by
$5,664,395 as of December 31, 2000 and $7,832,259 as of December 31, 2001.  For
the years ended December 31, 2001 and 2000, we recorded negative cash flows from
operations of $288,724 and $140,961, respectively.

     Cash

At December 31, 2001, we had cash on hand of $499, a decrease of $10,569 from
December 31, 2000.

Net cash used in operating activities was $288,724 for the fiscal year ended
December 31, 2001.  During 2001, net cash used in operations was primarily
attributable to $2,933,084 in net losses from operations, partially offset by
non-cash charges and increases in accrued liabilities of $808,648 and in
accounts payable of $612,038.  The non-cash charges include depreciation and
amortization of $504,090, provision for doubtful trade accounts receivable of
$(16,186), and provision for inventory obsolescence of $(205,287).

Net cash used in investing activities during the fiscal year ended December 31,
2001 consisted of equipment purchases of $2,939.

Net cash provided by financing activities was $281,094 during the fiscal year
ended December 31, 2001.  Principal sources of cash were stockholder notes
payable of $301,159, proceeds of $158,255 from long-term notes payable, an
increase of $154,473 in checks written in excess of cash in bank, and proceeds
of $117,660 from the exercise of options to purchase shares of our common stock.
Principal uses of cash during 2001 consisted of $445,903 principal payments of
long-term obligations and $4,550 payments on capital lease obligations.

     Accounts Receivable

At December 31, 2001, we had receivables of $369,250, net of a reserve for
doubtful accounts of $66,316, as compared to $874,097 at December 31, 2000, net
of a reserve of $82,502.  The smaller reserve for doubtful accounts in 2001 is
attributable to increased efforts to improve the aging and quality of our
current receivables.  Of the amount shown for receivables as of December 31,
2001, $273,328, or approximately 63%, was owed to us by Osicom, one of our
former customers against whom we had filed a breach of contract suit in January
2001.  Subsequent to year-end, we entered into a settlement agreement with
Osicom which provides for the payment of all amounts owed to us by Osicom.  See
"Item 3 - Legal Proceedings."

      Accounts Payable

Accounts  payable were $2,141,290 at December 31, 2001 as compared to $1,561,752
at December 31, 2000.  This increase is primarily attributable to a lack of cash


                                        14


flows available to pay vendors.

     Liquidity and Financing Arrangements

We sustained substantial losses from operations in 2001 and 2000.  We had an
accumulated deficit of $13,080,492 and a total stockholders' deficit of
$6,942,377 at December 31, 2001.  In addition, during 2001 and 2000, we have
used, rather than provided, cash in our operations.  As of December 31, 2001,
our monthly operating costs and interest expenses averaged approximately
$205,000 per month.  As of June 30, 2002, this amount had decreased to
approximately $187,000 per month.  In addition, the total amount per month that
we have committed to paying against accrued liabilities and notes payable
pursuant to various settlements for outstanding debt, litigation and delinquent
payroll taxes is currently approximately $38,000.

Since  February  2000,  we  have operated without  a  line  of  credit.   Abacus
Ventures, Inc., an entity whose shareholders include the Saliba Private  Annuity
Trust,  one  of  our  major shareholders (see "Item 11 - Security  Ownership  of
Certain  Beneficial  Owners and Management") and a related  entity,  the  Saliba
Living  Trust, 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%.  As  of
December 31, 2001, a total of $2,405,507, plus $380,927 in accrued interest, was
owed  to  Abacus  pursuant  to this note payable.  Subsequent  to  year-end,  we
entered  into  agreements with the Saliba Private Annuity Trust and  the  Saliba
Living Trust to exchange 19,987,853 shares of our common stock for $1,499,090 in
principal  amount  of this debt and to issue an additional 6,666,667  shares  to
these  trusts  for  $500,000  cash.  See "Item 12 -  Certain  Relationships  and
Related Transactions."

During 2001, we converted approximately $32,500 of trade payables into notes and
stock.  Subsequent to year-end, in addition to the above-described transactions
with the Saliba trusts, we issued 16,666,666 shares of restricted common stock
at a price of $0.075 per share in exchange for the cancellation of $1,250,000 of
notes payable to various stockholders.  See "Item 12 - Certain Relationships and
Related Transactions."  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.  As at December 31, 2001, we were
in default of notes payable whose principal amount, not including the amount
owing to Abacus Ventures, Inc., exceeded $666,000.  In addition, the principal
amount of notes that either mature in 2002 or are payable on demand exceed
$165,000.  The total amount per month that we have committed to paying pursuant
to various settlements for outstanding debt, litigation and delinquent payroll
taxes is currently approximately $38,000, all of which is against accrued
liabilities and notes payable.  None of these settlements, however, have
resulted in the forgiveness of any amounts owed, but have simply resulted in a
restructuring in the terms of the various debts.

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



                                        15

company  by  potential  investors  more  attractive.   These  efforts  consisted
primarily  of  seeking to become current in our filings with the Securities  and
Exchange  Commission and of seeking approval for quotation of our stock  on  the
NASD Over the Counter Electronic Bulletin Board.  NASD approval for quotation of
our stock was obtained in July 2002.

There can be no assurance that we will be successful in obtaining more debt
and/or equity financing in the future 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

Our  financial  statements appear at the end of this report beginning  with  the
Index to Financial Statements on page F-1.

          ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE
As was disclosed in the information previously filed in our Current Report on
Form 8-K filed on March 14, 2002 and in subsequent amendments to this Form 8-K,
on March 12, 2002, we engaged Hansen, Barnett & Maxwell as our independent
auditor with respect to our fiscal year ending December 31, 2001.  Hansen,
Barnett & Maxwell was subsequently retained to also audit and provide a report
on our financial statements for the fiscal year ending December 31, 2000 and is
thus providing a report on all financial statements included in this Annual
Report on Form 10KSB.

                                        16

                                    PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The  following  sets forth the names, ages and positions of  our  directors  and
officers  and  the  officers  of our operating subsidiary,  CirTran  Corporation
(Utah), along with their dates of service in such capacities.

     Name               Age                 Positions
------------------      ---    -----------------------------------------------

Iehab  J. Hawatmeh      35     President, Chief Financial Officer, Secretary
                               and Director of CirTran  Corporation; President
                               of  CirTran  Corporation  (Utah).
                               Served since July 2000.

Raed Hawatmeh           37     Director since June 2001.

Trevor Saliba           27     Director  since June 2001.   Senior  Vice-
                               President, Sales and Marketing since January 2002

Shaher Hawatmeh        36      Executive Vice-President of CirTran Corporation
                               (Utah).  Served since July 2000.

Iehab J. Hawatmeh.  Mr. Hawatmeh is our President and Secretary and a member of
our Board of Directors.  Mr. Hawatmeh served as the President and Chief
Executive Officer of Circuit Technology, Inc. from 1993 until we acquired it in
July 2000.  In this position, he was responsible for all operational, financial,
marketing and sales activities of Circuit Technology.  He now performs similar
functions for us and our operating subsidiary, CirTran Corporation (Utah).  Mr.
Hawatmeh is the brother of Shaher Hawatmeh.

Shaher Hawatmeh.  Shaher Hawatmeh served as the Vice-President and Treasurer of
Circuit Technology, Inc. from 1993 until July 2000 and now serves as Executive
Vice-President of our operating subsidiary, CirTran Corporation (Utah).  In such
capacities, he is responsible for budget development, strategic planning, asset
management and marketing.  Mr. Hawatmeh is the brother of Iehab Hawatmeh.

Raed Hawatmeh.  Raed Hawatmeh, who is not related to Iehab and Shaher Hawatmeh,
has served as a director since June 2001.  Mr. Hawatmeh has been a self-employed
investor and venture capitalist for the past five years, specializing in
financing start-up companies in the electronics industry.

Trevor Saliba.  Mr. Saliba has served as a director since June 2001 and was
appointed Senior Vice-President, Sales and Marketing in January 2002.  In 1997,
Mr. Saliba founded Saliba Corporation, a San Francisco construction company, and
has served as its president since that time.  Prior to 1997, Mr. Saliba was
employed as a project engineer for Tutor-Saliba Corporation.

Criminal Proceeding Involving Iehab and Shaher Hawatmeh

Two of our directors and officers, Iehab Hawatmeh and Shaher Hawatmeh, were
subject to a criminal proceeding in Third District Court in Salt Lake City, Utah
(Case No. 991920656FS) that is unrelated to our business and operations.
Messrs. Hawatmeh, along with their parents, were charged with the offenses of
assault and aggravated kidnapping of their sister and daughter, Muna Hawatmeh,
in October 1999.  Effective December 18, 2001, Iehab and Shaher Hawatmeh entered


                                        17


into Diversion Agreements with the State of Utah with respect to these
proceedings.  These agreements provide that the prosecution of the offenses be
deferred for a period not to exceed two years and, upon satisfactory completion
of the terms of the diversion agreements by the Hawatmehs, the State of Utah
will conduct no further prosecution relating to the offenses.  The terms of the
Agreements provided that the Hawatmehs must have no contact with their sister
and must not commit any criminal offenses (excluding minor traffic offenses).
If the Hawatmehs violate these terms of the Agreements, the Diversion Agreements
may be revoked or modified, and, if revoked, the Hawatmehs will once again be
subject to prosecution for the offenses charged.  If the Diversion Agreements
are revoked and the Hawatmehs are prosecuted and convicted of the kidnapping
charges, Shaher Hawatmeh could face a prison sentence and Iehab Hawatmeh could
face deportation out of the United States.  Iehab Hawatmeh is a permanent
resident of the United States, but is not a U.S. citizen.  Shaher Hawatmeh is a
U.S. citizen.  As Iehab Hawatmeh is our chief executive officer and Shaher
Hawatmeh is also one of our senior officers, the imprisonment and/or deportation
of these men would deprive us of their presence and leadership.  Because we view
the continued employment of both men as critical to the success of our business,
their absence would have a serious adverse material affect on our company.

Indemnification Provisions

Our Bylaws provide, among other things, that our officers or directors are not
personally liable to us or to our stockholders for damages for breach of
fiduciary duty as an officer or director, except for damages for breach of such
duty resulting from (a) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (b) the unlawful payment of dividends.
Our Bylaws also authorize us to indemnify our officers and directors under
certain circumstances.  We anticipate we will enter into indemnification
agreements with each of our executive officers and directors pursuant to which
we will agree to indemnify each such person for all expenses and liabilities
incurred by such person in connection with any civil or criminal action brought
against such person by reason of their being an officer or director of the
Company.  In order to be entitled to such indemnification, such person must have
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to criminal actions, such
person must have had no reasonable cause to believe that his conduct was
unlawful.

                        ITEM 10.   EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the annual and long
term compensation for services to us in all capacities (including Circuit
Technologies, Inc.) for the prior fiscal years ended December 31, 2001, 2000,
and 1999, of those persons who were either (i) the chief executive officer
during the last completed fiscal year or (ii) one of the other four most highly
compensated executive officers as of the end of the last completed fiscal year.
The individuals named below received no other compensation of any type, other
than as set out below, during the fiscal years indicated.


                                        18


                     Annual Compensation         Long-Term
                                             Compensation Awards
Name and             Year   Salary   Bonus    Restricted   Stock
Principal Position            ($)     ($)       Stock     Options
                                                Awards      (#)      All Other
                                                  ($)              Compensation
------------------   -----  --------- -----  -----------  -------  ------------
Iehab J. Hawatmeh       2001    175,000   -          -          -           -
  President,
   Secretary            2000    175,000   -          -          -           -
   Treasurer and
     Director           1999    187,230   -          -          -           -

Shaher Hawatmeh         2001    130,000   -          -       500,000        -
 Executive Vice         2000    109,000   -          -          -           -
  President of
  CirTran Corporation
  (Utah)                1999     86,154   -          -          -           -

Employment Agreements

Iehab  Hawatmeh entered into an employment agreement with Circuit in  1993  that
was  assigned to us as part of the reverse acquisition of Circuit in July  2000.
This agreement, which is of indefinite term, provides for a base salary for  Mr.
Hawatmeh, plus a bonus of 2% of our net profits before taxes, payable quarterly,
and  any  other  bonus our board of directors may approve.  The  agreement  also
provides that, if Mr. Hawatmeh is terminated without cause, we are obligated  to
pay  him, as a severance payment, an amount equal to five times his then-current
annual  base compensation, in one lump-sum payment or otherwise, as Mr. Hawatmeh
may direct.

Trevor  Saliba  entered into an agreement with us in January  2002  pursuant  to
which  we  retained  Mr. Saliba as Senior Vice-President, Sales  and  Marketing.
The  agreement provides for remuneration to Mr. Saliba of $6,000 per month, plus
reimbursement for all pre-approved business expenses.  In addition, we agreed to
pay  Mr.  Saliba an amount equal to 5.0% of all gross investments made into  our
company  that  are generated and arranged by Mr. Saliba.  The agreement  has  an
initial  term  of  one  year, renewable upon agreement of the  parties,  but  is
terminable  by  either party for any reason upon 90 days written notice  to  the
other  party.  In addition, we may terminate the agreement upon 30 days  written
notice if Mr. Saliba fails to comply with the terms of the agreement.

2001 Stock Plan

On  July  25, 2001, our board approved and adopted our 2001 Stock Plan,  or  the
Plan, subject to shareholder approval.  An aggregate of 15,000,000 (post forward
split)  shares of our common stock are subject to the Plan, which  provides  for
grants  to  employees, officers, directors and consultants of both non-qualified
(or  non-statutory)  stock  options and "incentive stock  options"  (within  the
meaning  of Section 422 of the Internal Revenue Code of 1986, as amended).   The
Plan  also  provides for the grant of certain stock purchase rights,  which  are
subject  to  a purchase agreement between us and the recipient.  The purpose  of
the  Plan is to enable us to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to such
persons, and to promote the success of our business.

All  of  our  and  our  affiliates' and subsidiaries'  employees,  officers  and
directors are eligible to participate in the Plan.  Under the Plan, each or  our
current non-employee directors is entitled to receive an initial option covering
375,000  (post forward-split) shares of common stock, and, commencing  in  2002,
each  non-employee director is entitled to receive an annual grant of an  option
covering an additional 375,000 (post forward-split) shares of common stock.   No
grants  of  options were made during 2001 to non-employee directors  or  to  any
other directors.  Our non-employee agents, consultants, advisors and independent
contractors are also eligible to participate in our stock plan.


                                        19


The  Plan is administered by our board of directors, which designates from  time
to  time  the individuals to whom awards are made under the Plan, the amount  of
any  such award and the price and other terms and conditions of any such  award.
The  Plan  shall  continue  in effect until July 25, 2006,  subject  to  earlier
termination  by our board.  The board may suspend or terminate the Plan  at  any
time.

The  board determines the persons to whom options are granted, the option price,
the  number  of shares to be covered by each option, the period of each  option,
the  times  at  which  options may be exercised and whether  the  option  is  an
incentive or non-statutory option.  No employee may be granted options or  stock
purchase rights under the Plan for more than an aggregate of 7,500,000 shares in
any  given fiscal year.  We do not receive any monetary consideration  upon  the
granting of options.  Options are exercisable in accordance with the terms of an
option agreement entered into at the time of grant.

The  board  may  also award our shares of common stock under the Plan  as  stock
purchase rights.  The board determines the persons to receive awards, the number
of  shares to be awarded and the time of the award.  Shares received pursuant to
a  stock  purchase  right are subject to the terms, conditions and  restrictions
determined  by  the  board  at the time the award is made,  as  evidenced  by  a
restricted stock purchase agreement.  No stock purchase rights have been granted
under the Plan.

The Plan further provides that if the number of outstanding shares of our common
stock  is  increased or decreased or changed into or exchanged for  a  different
number  or kind of our shares or securities or of another corporation by  reason
of  any  recapitalization,  stock  split  or  similar  transaction,  appropriate
adjustment will be made by the board in the number and kind of shares  available
for awards under the Plan.

The  following  table  sets  forth  certain information  concerning  options  to
purchase  our  common  stock that were granted in 2001 to  the  named  executive
officers pursuant to the Plan:


                Individual Grants                       Potential Realizable
                                                       alue At Assumed Annual
                                                        Rates Of Stock Price
                                                       Appreciation For Option
                                                            Term ($)(1)
                                                       ------------------------
Name           Number of   Percent  Exercise  Expiration    5%     10%
              Securities  of Total  Price ($)    Date
              Underlying   Options
                Options    Granted
                Granted      to
                          Employees
                          In Fiscal
                            Year
--------------    ------  ---------  --------   --------   ----    -----
Iehab Hawatmeh    --0--
Shaher Hawatmeh  500,000     43.5      $0.07    9/28/2006


(1)   Calculated  using  the  Black Scholes pricing  model  with  the  following
assumptions:  (a) volatility-100%, (b) risk free rate-5%, (c) dividend  yield-0%
and (d) time of exercise-10 years.

The  following table sets forth information concerning options exercised  during
2001  and  the year-end number and value of unexercised options with respect  to
each of the named executive officers.




                                        Number of Securities Underlying    Value of Unexercised
                                               Unexercised Options        In-The-Money Options
                     Shares      Value        At Fiscal Year End (#)    At Fiscal Year End ($)(1)
                   Acquired On  Realized   --------------------------  --------------------------
    Name          Exercise (#)   ($)       Exercisable  Unexercisable  Exercisable  Unexercisable
--------------    ------------  --------   -----------  -------------  -----------  -------------
                                                                  
Iehab Hawatmeh             -         -               -              -            -              -

Shaher Hawatmeh      500,000       nil               -              -            -              -




                                       20


                          ITEM 11.  SECURITY OWNERSHIP
                   OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth the number and percentage  of  the  209,272,171
outstanding  shares  of  our common stock which, according  to  the  information
supplied  to  us,  were beneficially owned, as of March 31, 2002,  by  (i)  each
person  who  is  currently a director, (ii) each executive  officer,  (iii)  all
current directors and executive officers as a group and (iv) each person who, to
our knowledge, is the beneficial owner of more than 5% of our outstanding common
stock.   None  of  the individuals listed below own any options or  warrants  to
purchase our common stock.

Except  as otherwise indicated, the persons named in the table have sole  voting
and dispositive power with respect to all shares beneficially owned, subject  to
community  property laws where applicable.  Beneficial ownership  is  determined
according  to the rules of the Securities and Exchange Commission, and generally
means  that person has beneficial ownership of a security if he or she possesses
sole  or  shared  voting or investment power over that security. Each  director,
officer,  or  5%  or  more shareholder, as the case may  be,  has  furnished  us
information with respect to beneficial ownership. Except as otherwise indicated,
we believe that the beneficial owners of the common stock listed below, based on
the  information each of them has given to us, have sole investment  and  voting
power  with  respect to their shares, except where community property  laws  may
apply.

                                            Common     Percent of
  Name and Address          Relationship    Shares        Class
-------------------         ------------  ---------  ------------
Cogent Capital Corp.            5%
P.O. Box 1362               Shareholder  11,547,660(1)  5.52
Draper, Utah 84020

Saliba Private Annuity          5%       37,173,990    17.76
Trust (2)                   Shareholder
115 S. Valley Street
Burbank, CA 91505

Roger Kokozyon                  5%       27,715,620    13.24
4539 Haskell Avenue         Shareholder
Encino, CA 91436

Iehab J. Hawatmeh            Director,   46,415,643    22.18
4125 South 6000 West          Officer
West Valley City, Utah         & 5%
84128                       Shareholder


Raed Hawatmeh                Director    28,729,530    13.73
10989 Bluffside Drive          & 5%
Studio City, CA 91604       Shareholder

Shaher Hawatmeh               Officer     3,775,365      1.8
4125 South 6000 West
West Valley City, Utah
84128

Trevor Saliba (2)            Director      - 0 -          *
5 Thomas Mellon Circle,
Suite 108
San Francisco, California
94134

All Officers and Directors               78,920,538    37.71%
as a Group
(4 persons)

___________________
     *      Less than 1%.


                                        21


     (1)  Includes 37,320 shares of stock held by an affiliate of Cogent Capital
Corp.   The sole shareholder of Cogent Capital Corp. is Gregory L. Kofford.
     (2)  Includes 4,664,620 shares held by the Saliba Living Trust.
Thomas L. Saliba and Betty R. Saliba are the trustees of The Saliba Living Trust
and Thomas L. Saliba is the sole trustee of The Saliba Private Annuity Trust.
These persons control the voting and investment decisions of the shares held by
the respective trusts.  Mr. Thomas L. Saliba is a nephew of the grandfather of
Mr. Trevor Saliba, one of our directors and officers.  Mr. Trevor Saliba is one
of five passive beneficiaries of Saliba Private Annuity Trust and has no control
over its operations or management.   Mr. Saliba disclaims beneficial control
over the shares indicated.

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We lease our principal offices and manufacturing facility from I&R Properties
LLC, a Utah limited liability company, at a monthly lease rate of approximately
$16,000 under a lease that has a current term expiring in November 2006.  We
have the option of renewing the lease for two additional 10-year terms.  I & R
Properties, LLC is owned and controlled by Iehab J. Hawatmeh, an officer,
director and principal stockholder, Raed Hawatmeh, a principal stockholder and
director, and Shaher Hawatmeh, an officer of CirTran Corporation (Utah), our
operating subsidiary.

As of December 31, 2001, Iehab Hawatmeh had loaned us a total of $1,390,125.
The loans were demand loans, bore interest at 10% per annum and were unsecured.
Effective January 14, 2002, we entered into four substantially identical
agreements with existing shareholders pursuant to which we issued an aggregate
of 43,321,186 shares of restricted common stock at a price of $0.075 per share
for $500,000 in cash and the cancellation of $2,749,090 principal amount of our
debt.  Two of these agreements were with the Saliba Private Annuity Trust, one
of our principal shareholders, and a related entity, the Saliba Living Trust.
The Saliba trusts are also principals of Abacus Ventures, Inc., which entity
purchased our line of credit in May 2000.  (See "Item 6.  Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources - Liquidity and Financing Arrangements.")
Pursuant to the Saliba agreements, the trusts were issued a total of 26,654,520
shares of common stock in exchange for $500,000 cash and the cancellation of
$1,499,090 of debt.  As a result of this transaction, the percentage of our
common stock owned by the Saliba Private Annuity Trust and the Saliba Living
Trust increased from approximately 6.73% to approximately 17.76%%.   Mr. Trevor
Saliba, one of our directors and officers, is a passive beneficiary of the
Saliba Private Annuity Trust.  Pursuant to the other two agreements made in
January, we issued an aggregate of 16,666,666 shares of restricted common stock
at a price of $0.075 per share in exchange for the cancellation of $1,250,000 of
notes payable by two shareholders, Mr. Iehab Hawatmeh (our president, a director
and our principal shareholder) and Mr. Rajai Hawatmeh.  Of these shares,
15,333,333 were issued to Iehab Hawatmeh  in exchange for the cancellation of
$1,150,000 in debt.  As a result of this transaction, the percentage of our
common stock owned by Mr. Hawatmeh increased from 19.9% to approximately 22.18%.

In February 2000, prior to its acquisition of Vermillion Ventures, Inc., a
public company, Circuit Technology, Inc., while still a private entity, redeemed
680,145 shares (as presently constituted) of common stock held by Raed Hawatmeh,
who was a director of Circuit Technology, Inc. at that time, in exchange for
$80,000 of expenses paid on behalf of the director.  No other stated or unstated
rights, privileges, or agreements existed in conjunction with this redemption.
This transaction was consistent with other transactions where shares were
offered for cash.



                                        22

In 1999, Circuit entered into an agreement with Cogent Capital Corp., or
"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, we issued 800,000 (pre-
forward split) restricted shares (12,000,000 post-forward split 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
appointed a director of Circuit after entering into the financial consulting
agreement and resigned as a director prior to the acquisition of Circuit by
Vermillion Ventures, Inc. on July 1, 2000.

                   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

   Copies   of  the following documents are included as exhibits to this  report
pursuant to Item 601 of Regulation S-B.

 Exhibit                         Document
   No.
3.1       Articles of Incorporation (previously filed as Exhibit
          No. 2 to our 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 our 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 our 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 our Annual Report filed 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 our Annual
                 Report filed 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 our
                 Annual Report filed 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 our
                 Annual Report filed 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 our Annual
                 Report filed on Form 10-KSB for the year ending
                 12/31/00, Commission File No. 33-13674-LA, and
                 incorporated herein by reference).


                                        23

          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 our Annual Report filed 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 our Annual Report filed 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 our Annual Report filed 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 our
                 Annual Report filed 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 our Annual Report filed 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 our Annual Report filed 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 our Annual Report
                 filed 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 our Annual Report filed 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 our Annual Report
                 filed 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 our Annual Report filed on Form 10-KSB for
                 the year ending 12/31/00, Commission File No. 33-
                 13674-LA, and incorporated herein by reference).
          10.17  Sublease dated 30 November 1998 between Colorado
                 Electronics Corporation, LLC and Circuit
                 Technology Corporation (previously filed as
                 Exhibit No. 10.17 to our Registration Statement
                 on Form SB-2, Amendment No. 1, dated October 29,
                 2001, and incorporated herein by reference).


                                        24


          10.18  Attornment Agreement dated 30 November 1998
                 among Sun Borne XII, LLC et al, Colorado
                 Electronics Corporation LLC and Circuit
                 Technology Corporation (previously filed as
                 Exhibit No. 10.17 to our Registration Statement
                 on Form SB-2, Amendment No. 1, dated October 29,
                 2001, and incorporated herein by reference).
          10.19  Form of Subscription Agreement entered into
                 between CirTran Corporation and various
                 subscribers pursuant to a debt settlement and
                 private placement completed in January 2002
                 (previously filed as Exhibit 10.2 to our Current
                 Report on Form 8-K dated March 19, 2002, and
                 incorporated herein by this reference).
          10.20  Settlement Agreement entered into on January 18,
                 2002 among Sunborne XII, LLC, CirTran
                 Corporation et al. (previously filed as Exhibit
                 10.1 to our Current Report on Form 8-K dated
                 March 19, 2002, and incorporated herein by this
                 reference).
21.       Subsidiaries of the Registrant
23.       Consent of Hansen, Barnett & Maxwell

99*       Certification pursuant to 18 U.S.C. Section 1350
_______________
*      Filed herewith.



   We did not file any reports on Form 8-K during the last quarter of 2001.


                                        25


                                   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:  December 23, 2002                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:  December 23, 2002                By: /s/ Iehab J. Hawatmeh
                                        -----------------------------
                                        Iehab J. Hawatemeh
                                          President, Chief Financial
                                          Officer and Director

Date:  December 23, 2002                By: /s/ Raed Hawatmeh
                                        -----------------------------
                                        Raed Hawatmeh, Director

Date:  December 23, 2002                By: /s/  Trevor Saliba
                                        -----------------------------
                                         Trevor Saliba, Director

                                        26



                                  CERTIFICATION

     I, Iehab J. Hawatmeh, certify that:

  1.   I have reviewed this annual report on Form 10-KSB/A of CirTran
       Corporation;

  2.   Based  on  my knowledge, this annual report does not contain  any  untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report; and


  3.   Based  on  my  knowledge, the financial statements, and  other  financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented in
       this annual report.


December 23, 2002                  By:   /s/  IEHAB J. HAWATMEH
                                   ----------------------------
                                   Iehab J. Hawatmeh, President,
                                   Chief Financial Officer and Director


                                        27

                   INDEX TO CONSOLIDATED 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           F-2

        Consolidated  Balance Sheets as of  December  31,            F-3
        2001 and 2000

        Consolidated  Statements of  Operations for the Years        F-4
        Ended December 31, 2001 and 2000

        Consolidated  Statement of Stockholders'  Deficit            F-5
        for the Years Ended December 31, 2000 and 2001

        Consolidated  Statements of Cash  Flows  for  the            F-6
        Years Ended December 31, 2001 and 2000

        Notes to Consolidated Financial Statements                   F-8


                                F-1


HANSEN, BARNETT & MAXWELL                          (801) 532-22
A Professional Corporation                      Fax (801) 532-7944
CERTIFIED PUBLIC ACCOUNTANTS                5 Triad Center, Suite 750
                                            Salt Lake City, Utah 84180
                                                 www.hbmcpas.com


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the of Directors and the Stockholders
CirTran Corporation


We  have  audited  the  accompanying  consolidated  balance  sheets  of  CirTran
Corporation  and  Subsidiary as of December 31, 2001 and 2000, 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  audits 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 financial position of CirTran Corporation
and  Subsidiary,  as  of December 31, 2001 and 2000, and the  results  of  their
operations  and  their 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 2 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 2. The consolidated
financial statements do not include any adjustments that might result  from  the
outcome of this uncertainty.



                                        HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
April 24, 2002


                                        F-2


                       CIRTRAN CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                       CIRTRAN CORPORATION AND SUBSIDIARY

                                                           December 31,
                                                     --------------------------
                                                         2001         2000
                                                     ------------  ------------
                                         ASSETS
Current assets
 Cash and cash equivalents                           $        499  $     11,068
 Trade accounts receivable, net of allowance for
  doubtful accounts of $66,316 and $82,502 in
  2001 and 2000, respectively                             369,250       874,097
 Inventories                                            1,773,888     1,755,786
 Other                                                     97,037        94,176
                                                     ------------  ------------
     Total current assets                               2,240,674     2,735,127

Property and equipment, at cost, net                    1,333,925     1,871,076

Other assets, net                                          10,887        10,587
                                                     ------------  ------------

Total Assets                                         $  3,585,486  $  4,616,790
                                                     ============  ============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Checks written in excess of cash in bank            $    159,964  $      5,491
 Accounts payable                                       2,141,290     1,561,752
 Accrued liabilities                                    3,071,191     2,339,949
 Notes payable to stockholders                          1,390,125     1,088,966
 Notes payable to related parties                       2,405,507     2,435,007
 Current maturities of capital lease obligations           41,206        39,274
 Current maturities of long-term notes payable            863,650       929,083
                                                     ------------  ------------
     Total current liabilities                         10,072,933     8,399,522
                                                     ------------  ------------

Long-Term Liabilities
 Long-term notes payable, less current maturities         447,155       529,964
 Capital lease obligations, less current maturities         7,775        14,257
                                                     ------------  ------------
     Total long-term liabilities                          454,930       544,221
                                                     ------------  ------------
Commitments

Stockholders' Deficit
 Common stock, par value $0.001; authorized
  750,000,000 shares; issued and outstanding
  160,951,005 and 156,301,005 in 2001 and
  2000, respectively                                      160,951       156,301
 Additional paid-in capital                             5,977,164     5,664,154
 Accumulated deficit                                  (13,080,492)  (10,147,408)
                                                     ------------  ------------
     Total Stockholders' Deficit                       (6,942,377)   (4,326,953)
                                                     ------------  ------------

Total Liabilities and Stockholders' Deficit          $  3,585,486  $  4,616,790
                                                     ============  ============

  The accompanying notes are an integral part of these financial statements.

                                        F-3


                       CIRTRAN CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                   For the Years Ended,
                                                        December 31,
                                                 --------------------------
                                                     2001          2000
                                                 ------------  ------------

Net sales                                        $  1,870,848  $  6,373,096

Cost of sales                                      (2,340,273)   (6,792,393)
                                                 ------------  ------------
   Gross Loss                                        (469,425)     (419,297)

Selling, general and administrative expenses       (1,690,837)   (2,710,275)
                                                 ------------  ------------

   Loss From Operations                            (2,160,262)   (3,129,572)
                                                 ------------  ------------

Other income (expense)
 Interest                                            (773,034)   (1,051,027)
 Other, net                                               212           945
                                                 ------------  ------------
                                                     (772,822)   (1,050,082)
                                                 ------------  ------------

   Net Loss                                      $ (2,933,084) $ (4,179,654)
                                                 ============  ============

Basic and diluted loss per common share          $      (0.02) $      (0.03)
                                                 ============  ============
Basic and diluted weighted-average
 common shares outstanding                        157,556,073   142,765,555
                                                 ============   ===========

  The accompanying notes are an integral part of these financial statements.

                                        F-4


                       CIRTRAN CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001



                          Common Stock
                     ------------------------  Additional   Receivable
                        Number                   Paid-in       from     Accumulated
                        Shares       Amount      Capital   Stockholders   Deficit        Total
                     ------------  ----------  -----------  ----------  ------------  ------------
                                                                   
Balance -
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

Redemption of
common stock            (680,145)      (680)       (79,320)          -             -       (80,000)

Issuance of
 common stock
 to acquire the
 monetary assets
 of CTISI             14,153,505     14,145        (14,154)          -             -             -

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

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

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

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

Balance -
 December 31, 2000    156,301,005     156,301    5,664,154           -   (10,147,408)   (4,326,953)

Warrants issued
 as a sales
 sales commission               -           -      200,000           -             -       200,000

Exercise of
 warrants               3,000,000       3,000         (990)          -             -         2,010

Exercise of
 employee options       1,650,000       1,650      114,000           -             -       115,650

Net loss                        -           -            -           -    (2,933,084)   (2,933,084)
                     ------------  ----------  -----------  ----------  ------------  ------------

Balance -
 December 31, 2001    160,951,005  $  160,951  $ 5,977,164           -  $(13,080,492) $ (6,942,377)
                     ============  ==========  ===========  ==========  ============  ============


  The accompanying notes are an integral part of these financial statements.

                                        F-5



                       CIRTRAN CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         For the Years Ended,
                                                            December 31,
                                                       ------------------------
                                                          2001         2000
                                                       -----------  -----------
Cash flows from operating activities
 Net loss                                              $(2,933,084) $(4,179,654)
 Adjustments to reconcile net loss to net
 cash used in operating activities:
 Depreciation and amortization                             540,090      961,506
 Provision for doubtful trade accounts receivables         (16,186)      78,978
 Provision for inventory obsolescence                            -       55,963
 Warrants issued as a sales commission                     200,000            -
 Changes in assets and liabilities:
 Trade accounts receivable                                 521,033       20,276
 Inventories                                               (18,102)   1,244,634
 Prepaid expenses                                           (3,411)           -
 Other assets                                                  250       23,302
 Accounts payable                                          612,038      (87,129)
 Accrued liabilities                                       808,648    1,741,163
                                                       -----------  -----------
 Total adjustments                                       2,644,360    4,038,693
                                                       -----------  -----------

   Net cash used in operating activities                  (288,724)    (140,961)

Cash flows from investing activities
 Purchase of property and equipment                         (2,939)     (12,770)
                                                       -----------  -----------
   Net cash used in investing activities                    (2,939)     (12,770)
                                                       -----------  -----------

Cash flows from financing activities
 Increase  (decrease) in checks written in
  excess of cash in bank                                   154,473      (72,165)
 Proceeds from notes payable to stockholders               301,159       86,000
 Payments on notes payable to stockholders                       -      (15,000)
 Principal payments on long-term notes payable            (445,903)    (825,593)
 Proceeds from long-term notes payable                     158,255      254,663
 Payments on capital lease obligations                      (4,550)    (129,706)
 Purchase and retirement of common stock                         -      (80,000)
 Proceeds  from exercise of options to
  purchase common stock                                    117,660            -
 Proceeds from issuance of common stock                          -      946,100
                                                       -----------  -----------
   Net cash provided by financing activities               281,094      164,299
                                                       -----------  -----------

Net increase (decrease) in cash and cash equivalents       (10,569)      10,568

Cash and cash equivalents at beginning of year              11,068          500
                                                       -----------  -----------

Cash and cash equivalents at end of year               $       499  $    11,068
                                                       ===========  ===========

  The accompanying notes are an integral part of these financial statements.

                                        F-6


                       CIRTRAN CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)



                                                        For the Years Ended,
                                                             December 31,
                                                       ------------------------
                                                          2001         2000
                                                       -----------  -----------

Supplemental disclosure of cash flow information

Cash paid during the year for interest                 $   270,065  $   622,266

Noncash investing and financing activities

Common stock issued for conversion of debt             $         -  $   324,284
Notes issued for accounts payable                           32,500      393,022
Redemption of common stock for debt                              -      145,000
Accrued interest converted to note payable                  77,406            -


  The accompanying notes are an integral part of these financial statements.

                                        F-6


                       CIRTRAN CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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 Utah corporation and a wholly  owned  subsidiary  of
Vermillion Ventures, Inc. (VVI), an inactive corporation. CTISI had no assets or
operations  at  the date of acquisition.  The stockholders of  Circuit  received
138,000,000  shares of VVI common stock in the transaction.  VVI  had  2,153,505
common  shares  outstanding at the time of the acquisition,  and  an  additional
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 (Utah), and VVI subsequently changed its name to
CirTran Corporation (Nevada).

The  acquisition was accounted for as a reverse acquisition of VVI  by  Circuit.
Although VVI was the surviving legal entity, for accounting purposes Circuit was
treated  as  the  surviving  accounting entity,  and  its  historical  financial
statements  are presented for the period prior to the acquisition.  Circuit  had
11,404 common shares outstanding prior to the acquisition.  The shares issued to
the  shareholders of Circuit have been accounted for as a 756-for-1 stock split,
and the accompanying financial statements have been restated for the effects  of
the  stock split for all periods presented.  Neither VVI or CTISI had any assets
or  operations at the date of acquisition; accordingly, the acquisition  of  VVI
was  accounted for as the issuance of 14,153,505 shares of common stock for  the
monetary assets of VVI, of which there were none.

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.

In  1997, Circuit acquired the assets and assumed certain liabilities of  Racore
Technology  Corporation.  The purchase price was $1,870,911, consisting  of  938
shares  of  Circuit's  common  stock  (10,632,824  post-acquistion,  post-merger
shares)  valued  at $977,725; a non-interest bearing note payable  of  $103,191;
accrued  acquisition  costs  of  $27,434; and  the  assumption  of  $762,561  in
liabilities  and  obligations  of Racore.  The assets  of  Racore  consisted  of
accounts  receivable,  inventories, equipment and  intellectual  property.   The
acquisition was accounted for as a purchase.

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.

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.


                                        F-8

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.

Inventories - Inventories are stated at the lower of average cost or market
value. Costs include labor, material and overhead costs. Overhead costs are
based on indirect costs allocated among cost of sales, work-in-process inventory
and finished goods inventory. Overhead costs are subject to management's
discretion regarding which inventory and cost of sale accounts are subject to
overhead allocation. Determining overhead costs also requires estimation based
on management's allocation of indirect costs.
When  there  is evidence that the inventory's value is less than original  cost,
the  inventory  will  be lowered to market value. The Company  evaluates  market
value on current resale amounts and whether there is technological obsolescence.
Currently,  some  of  the Company's inventory is over one  year  old  but  still
considered  the industry standard and will continue to be used in the  Company's
production process.

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 operating results.

Impairment  of  Long-Lived Assets -The Company reviews  its  long-lived  assets,
including  intangibles, for impairment when events or changes  in  circumstances
indicate that the carrying value of an asset may not be recoverable. The Company
evaluates,  at  each  balance sheet date, whether events and circumstances  have
occurred  which  indicate possible impairment. The Company uses an  estimate  of
future  undiscounted net cash flows from the related asset or  group  of  assets
over their remaining life in measuring whether the assets are recoverable. As of
December 31, 2001, the Company does not consider any of its long-lived assets to
be impaired.

Checks  Written  in Excess of Cash in Bank-Historically, banks have  temporarily
lent  funds  to  us  by paying out more funds than were in  our  accounts  under
existing lines of credit with those banks.  Subsequent to May 2000, when  Abacus
purchase  our  line  of credit obligation, the Company no longer  had  lines  of
credit with banks, and those loans were no longer available or made to us.

Under  our  cash  management system, checks issued but not  presented  to  banks
frequently   result  in  overdraft  balances  for  accounting  purposes.   These
overdrafts are included as a current liability in the balance sheets.

Income Taxes -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.

                                        F-9

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

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.

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, 2001 and 2000, this allowance was $66,316 and $82,502, 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 had accounts payable to the Baltimore, Maryland company of approximately
78  percent  of the balance of the accounts receivable owed by the  customer  at
December 31, 2000. Sales to these same customers accounted for 30 percent and  4
percent  of  2000 net sales, respectively. The Baltimore, Maryland  customer  no
longer does business with the Company.

At  December 31, 2001, accounts receivable from the former customer  located  in
Baltimore,  Maryland  and  a customer in Mountain View,  California  represented
approximately  63 percent and 12 percent, respectively, of total trade  accounts
receivable.  Sales to these same customers accounted for 0% and 3% of  2001  net
sales,  respectively.  Subsequent to year-end, the Baltimore, Maryland  customer
("customer")  and the Company reach a tentative settlement which  would  provide
for the payment of all amounts owed to the Company by the customer.

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.

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
would  include common shares that may be issued subject to existing rights  with
dilutive potential when applicable.

Reclassifications Not Material -Certain reclassifications have been made to  the
2000 financial statements to conform with the 2001 presentation.


NOTE 2 - 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  sustained  losses  from  operations  of  $2,933,084  and
$4,179,654 for the years ended December 31, 2001 and 2000, respectively.  As  of
December  31,  2001  and  2000,  the  Company  had  an  accumulated  deficit  of
$13,080,492 and $10,147,408, respectively and a total stockholders'  deficit  of


                                        F-10


$6,942,377  and $4,326,953, respectively. In addition, the Company used,  rather
than  provided, cash in its operations in the amounts of $288,724  and  $140,961
for the years ended December 31, 2001 and 2000, respectively.

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.  These conditions raise a substantial doubt about the Company's
ability to continue as a going concern.

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 from  the
lender.  Subsequent  to  year-end, the Company has  entered  into  an  agreement
whereby  the Company has issued common stock to certain principals of Abacus  in
exchange  for  a portion of the debt. 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 2001 and  2000,  the  Company  successfully
converted  approximately $32,500 and  $800,000, respectively 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.
There is no assurance that these transactions will occur.

NOTE 3 - INVENTORIES

Inventories consist of the following:
                                                2001          2000
                                             -----------  -----------
       Raw materials                         $ 1,223,160  $ 1,088,312
       Work-in process                           142,048      169,676
       Finished goods                            408,680      497,798
                                             -----------  -----------
                                             $ 1,773,888  $ 1,755,786
                                             ===========  ===========


                                        F-11


NOTE 4 - PROPERTY AND EQUIPMENT

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

                                                                Estimated
                                                              Service Lives
                                         2001         2000       in Years
                                      -----------  -----------  -----------
       Production equipment           $ 3,141,992  $ 3,140,450      5-10
       Leasehold improvements             958,940      957,845      7-10
       Office equipment                   628,824      628,522      5-10
       Other                              118,029      118,029      3-7
                                      -----------  -----------  -----------
                                        4,847,785    4,844,846
       Less accumulated depreciation
          and amortization              3,513,860    2,973,770
                                      -----------  -----------
                                      $ 1,333,925  $ 1,871,076
                                      ===========  ===========
NOTE 5 - 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 of long-term notes payable.

NOTE 6 - NOTES PAYABLE

Notes Payable consist of the following:


                                                              2001      2000
                                                           ----------  ----------
                                                                
  Note payable to a financial institution, due in monthly
    installments of $9,462, interest at 8.61%, with a
    maturity date of April 2004, collateralized by
    equipment                                                 305,090     377,235

  Note payable to a company, due in monthly installments
    of $6,256, interest at 8%, until paid,
    collateralized by equipment, in default                   183,429     181,431

  Note payable to a financial institution, due in monthly
    installments of $20,000, interest at 4% over prime
    (8.25% at December 31, 2001), with a maturity date
    of July 2001, collateralized by equipment, in default     179,951     197,285

  Note payable to a company, due in two installments of
   $83,000 plus accrued interest at 10%, paid in full               -     166,000

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

  Note payable to a company, due in monthly installments
   of $1,972 until paid, interest at 8%, unsecured,
   in default                                                  87,632      93,307


                                        F-12

  Note payable to an individual, due in monthly
   installments of $5,000, interest at a rate of 9.5%,
   matured May 2000, collateralized by all assets of
   the Company, in default                                     85,377      85,377

  Note payable to a finance corporation, due in monthly
   installments of $50 to $5,000, interest at
   prime plus 3% (7.75% at December 31, 2001) with
   a maturity date of April 2004, collateralized by
   equipment                                                   86,522      78,105

  Note payable to a company, due in 18 monthly
   installments of $1,460 followed by six monthly
   installments of $2,920, interest at 6%,
   with a maturity date of April 2003, unsecured               65,973      73,000

  Note payable to a finance corporation, due in monthly
   installments of $50 to $3,843, interest at
   9%, with a maturity date of December 2002,
   collateralized by equipment and trade accounts
   receivable                                                  55,499      50,619

  Note payable to a finance corporation, due in monthly
   installments of $50 to $4,800, interest at
   12%, matures July 2002, collateralized
   by equipment and trade accounts receivable                  18,883      15,083

  Note payable to a finance corporation, due in monthly
   installments of $50 to $8,000, interest at 9%,
   matures July 2002, collateralized by
   equipment and trade accounts receivable                     12,866      11,605

  Note payable to a company, due in monthly installments
   of $2,827, interest at 8%, unsecured                        21,732           -

  Note payable to a bank, payable on demand,
   interest at 10%, unsecured                                  39,367           -

  Note payable to a finance corporation, due in monthly
   installments of $50 to $5,443, interest at
   12%, matures August 2002, collateralized
   by equipment and trade accounts receivable                  38,484           -
                                                           ----------  ----------

     Total Notes Payable                                    1,310,805   1,459,047
      Less current maturities                                 863,650     929,083
                                                           ----------  ----------

      Long-Term Notes Payable                              $  447,155  $  529,964
                                                           ==========  ==========

                                        F-13


     The Company's notes payable at December 31, 2001 mature as follows:

      Year Ending December 31,
      ------------------------
            2002                             $   863,650
            2003                                 333,263
            2004                                  96,956
            2005                                  16,936
            Thereafter                                 -
                                             -----------
                                             $ 1,310,805
                                             ===========

Certain   of   the  Company's  notes  payable  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. The Company is out of compliance on  several  notes
payable,  primarily  due  to a failure to make monthly payments.   In  instances
where  the  Company  is  out of compliance, these amounts  have  been  shown  as
current.

NOTE 7 - 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, 2001:

                                             Capital   Operating
     Year Ending December 31,                Leases    Leases
     ------------------------                ---------  ---------
          2002                               $  51,054  $ 223,050
          2003                                   8,522    196,941
          2004                                   2,475    191,688
          2005                                       -    191,688
          2006                                       -    175,714
         Thereafter                                  -          -
                                             ---------  ---------
     Future minimum lease payments              62,051  $ 979,081
     Amounts representing interest              13,070  =========
                                             ---------
     Present value of net minimum
       lease payments                           48,981
     Less current maturities                    41,206
                                             ---------
                                             $   7,775
                                             =========
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.  Rental expense for operating leases totaled $233,875 and $325,552  for
2001 and 2000, 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.


                                        F-14


Property  and equipment includes $126,195 of equipment under capital  leases  at
both  December 31, 2001 and 2000. Accumulated amortization amounted  to  $89,503
and $66,842 at December 2001 and 2000, respectively, for equipment under capital
leases.

NOTE 8 - 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. The terms  of  the
lease  include monthly payments to the lessor of $15,974 through November  2006,
after which the lease is renewable for two additional ten-year periods.

Notes  Payable  -The Company had amounts due to stockholders from  two  separate
notes.  The  balance  due to stockholders at December  31,  2001  and  2000  was
$1,390,125 and $1,088,966, respectively. Interest associated with amounts due to
stockholders is accrued at 10 percent, was $205,402 and $103,305 at December 31,
2001  and  2000,  respectively, and is included in accrued  liabilities.   These
notes are due on demand.

The  Company  had  amounts due to Abacus Ventures, Inc., a related  party.   The
balance  due  to  Abacus  at  December 31, 2001  and  2000  was  $2,405,507  and
$2,435,007,  respectively.  Interest associated with amounts due  to  Abacus  is
accrued at 10 percent, was $380,927 and $142,042 at December 31, 2001 and  2000,
respectively,   and  is  included  in  accrued  liabilities.    This   note   is
collateralized by all assets of the Company and is due on demand.

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  common stock  to  Cogent  in  July  2000  in
connection  with  the  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 9 - ACCRUED LIABILITIES

As  of  December 31, 2001, the Company had accrued liabilities in the amount  of
$1,982,445  for  delinquent  payroll  taxes,  including  interest  estimated  at
$215,268  and  penalties estimated at $242,989.  Of this  amount,  approximately
$257,510  was  due the State of Utah.  Concerning the amount owed the  State  of
Utah, during the first quarter of 2002, the Company negotiated a monthly payment
schedule  of  $4,000 , which did not provide for the forgiveness of  any  taxes,
penalties or interest.  Approximately $1,713,996 is owed to the Internal Revenue
Service  (IRS).   During  the first quarter of 2002, the  Company  negotiated  a
payment  schedule with respect to this amount, pursuant to which the Company  is
currently making monthly payments of $25,000.  Approximately $10,939 is owed the
State of Colorado.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation  - Circuit (the surviving accounting entity, Note 1) was a  defendant
in  an  alleged breach of a facilities sublease agreement in Colorado. A lawsuit
was  filed in which the plaintiff sought to recover past due rent, future  rent,
and  other lease charges. 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 was included in accrued liabilities. Subsequent to
year-end, the Company settled the lawsuit as discussed in Note 17.


                                        F-15

In  March  2002, a vendor of the Company filed a lawsuit that alleges breach  of
contract  and seeks payment in the amount of approximately $213,000 of  punitive
damages  from  the  Company related to the Company's non-payment  for  materials
provided by the vendor.  The Company denies all substantive allegations made  by
the vendor and intends to contest the action.

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.

Registration  Rights  -In  connection with the conversion  of  certain  debt  to
equity, the Company has granted the holders of 5,281,050 shares of common  stock
the  right to include 50% of the common stock of the holders in any registration
of  common stock of the Company, under the Securities Act for offer to  sell  to
the public (subject to certain exceptions).  The Company has also agreed to keep
any  filed registration statement effective for a period of 180 days at its  own
expense.

NOTE 11 - LOSS PER COMMON SHARE

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

                                                         2001           2000
                                                      -----------   -----------
   Common shares outstanding during entire period     156,301,005   129,271,560
   Net weighted-average common shares issued
     during period                                      1,255,068    13,493,995
                                                      -----------   -----------
   Weighted-average number of common shares
     used in basic and diluted loss per share         157,556,073   142,765,555
                                                      ===========   ===========

The  Company  has  no  potentially issuable common shares, therefore  basic  and
diluted loss per share are the same.

NOTE 12 - 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.    The Company is  not  entitled  to  any
benefit from the operating loss carry forwards incurred prior to the termination
of the S election.

Income tax expense at December 31, 2001 and 2000, consists of the following:

                                               2001     2000
                                             -------   -------
      Current                                $     -   $     -
      Deferred                                     -         -
                                             -------   -------
                                             $     -   $     -
                                             =======   =======

                                        F-16


The  tax effects of temporary differences which gave rise to deferred tax assets
and liabilities at December 31, 2001 and 2000, are as follows:

                                                      2001          2000
                                                   -----------  -----------
     Deferred Income Tax Assets:
      Inventory reserve                            $   188,880  $   262,297
      Bad debt reserve                                  24,736       30,773
      Vacation reserve                                  12,569       13,591
      Inventory Section 263A calculation               147,131      148,617
      Research and development                          55,579       55,579
      Net operating loss carryforward                2,566,156    1,446,233
      Intellectual property                            188,050      200,053
                                                   -----------  -----------
           Total Deferred Income Tax Assets          3,183,101    2,157,143
      Valuation allowance                           (3,119,594)  (2,082,429)
                                                   -----------  -----------
                                                        63,507       74,714

      Deferred Income Tax Liability - depreciation     (63,507)     (74,714)
                                                   -----------  -----------
          Net Deferred Income Tax Asset            $         -  $         -
                                                   ===========  ===========

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 years ended December  31,
2001 and 2000.

As  of  December 31, 2001, the Company had net operating loss carryforwards  for
tax  reporting  purposes of approximately $6,879,774 expiring in  various  years
through 2021. Utilization of approximately $1,791,000 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.

The following is a reconciliation of the amount of tax benefit that would result
from  applying the federal statutory rate to pretax loss with the  benefit  from
income taxes for the years ended December 31, 2001 and 2000:

                                                        2001           2000
                                                    -----------   ------------
   Benefit at statutory rate (34%)                  $  (997,249)  $ (1,421,082)
      Non-deductible expenses                            56,876         49,171
      Change in valuation allowance                   1,037,165      1,509,840
      State tax benefit, net of federal tax benefit     (96,792)      (137,929)
                                                    -----------   ------------
      Net Benefit From Income Taxes                 $         -   $          -
                                                    ===========   ============

                                        F-17


NOTE 13 - STOCKHOLDER'S EQUITY

Forward Stock Split - On August 6, 2001, the Company effected a 15-for-1 forward
stock  split  of  its  outstanding shares of common  stock.   The  Company  also
increased  authorized common shares from 500,000,000 to 750,000,000 shares.  The
stock  split  has been retroactively reflected in the accompanying  consolidated
financial statements for all periods presented.

Redemption  of  Common  Stock - In February 2000, the Company  redeemed  680,145
shares  of  common stock held by a director in exchange for $80,000 of  expenses
paid on behalf of the director.  No other stated or unstated rights, privileges,
or agreements existed in conjunction with this redemption.

Also during 2000, the Company redeemed 1,133,550 shares of common stock held  by
an  unrelated party for a note payable in the amount of $145,000, which was  the
amount  of  the original investment by the unrelated party.  No other stated  or
unstated  rights,  privileges, or agreements existed in  conjunction  with  this
redemption.

Common  Stock  Issued  for  Conversion of Debt -  The  Company  entered  into  a
settlement related to a lawsuit involving amounts owed to a vendor.   The  total
amount  owed to the vendor was $646,284.  This amount was satisfied through  the
payment of $83,000 cash, the issuance of notes payable totaling $239,000 and the
issuance  of  5,281,050  shares of common stock  at  $0.06  per  share  for  the
remaining  $324,284.  The $0.06 per share was the fair value of the stock  based
on the closing stock price on the date of the settlement.

NOTE 14 - STOCK OPTIONS AND WARRANTS

Stock-Based  Compensation - The Company accounts for  stock  options  issued  to
directors, officers and employees under Accounting Principles Board Opinion  No.
25 and related interpretations ("APB 25"). Under APB 25, compensation expense is
recognized  if an option's exercise price on the measurement date is  below  the
fair  value of the Company's common stock. For options that provide for cashless
exercise or that have been modified, the measurement date is considered the date
the options are exercised or expire. Those options are accounted for as variable
options  with compensation adjusted each period based on the difference  between
the  market  value of the common stock and the exercise price of the options  at
the  end of the period. The Company accounts for options and warrants issued  to
non-employees  at their fair value in accordance with SFAS No. 123,  "Accounting
for Stock-Based Compensation" ("SFAS 123").

Non-Employee  Grant   -  During 2001, the Company granted  options  to  purchase
3,000,000  shares  of  common stock to a non-employee sales  consultant  as  the
settlement of a $200,000 prepaid sales commission agreement.  The options vested
on  the  date granted and expire in September 2006. The exercise price of  these
options  was $.00067 per share.  Because there is not an active market  for  the
Company's  common  stock, in this case the fair value of  the  sales  commission
agreement  is  more  reliably  measurable, and the  value  of  the  options  was
determined to be $200,000 in accordance with the provisions of SFAS No. 123.  By
December  31,  2001,  the  sales consultant had  not  generated  any  sales  and
management  felt  the probability that the sales consultant would  generate  any
future  sales  was remote.  Accordingly, the $200,000 was expensed December  31,
2001.   All  3,000,000 options were exercised during 2001 for cash  proceeds  of
$2,010.  There were no non-employee options outstanding at December 31, 2001.


                                        F-18

Employee  Grants  - On July 26, 2001 the Company adopted the 2001  Stock  Option
Plan  (the  "2001  Plan") with 15,000,000 shares of common  stock  reserved  for
issuance there under.  The Company's Board of Directors administers the plan and
has  discretion in determining the employees, directors, independent contractors
and  advisors  who  receive awards, the type of awards (stock,  incentive  stock
options  or  non-qualified stock options) granted, and  the  term,  vesting  and
exercise prices.

During the year ended December 31, 2001, the Company granted options to purchase
1,650,000 shares of common stock to certain employees of the Company pursuant to
the  2001  Plan. These options vested on the date of grant. The related exercise
price  for  all  options was $0.07 per share, the fair value  of  the  Company's
common stock on the date of grant. The options are exercisable through September
2006.  During 2001, all employee options granted were exercised.  There were  no
employee options outstanding at December 31, 2001.

Compensation  Expense  - During the year ended December 31,  2001,  the  Company
recognized no compensation expense relating to stock options and warrants.  SFAS
123  requires the presentation of pro forma operating results as if the  Company
had accounted for stock options granted to employees under the fair value method
prescribed  by  SFAS 123. The Company estimated the fair value of  the  employee
stock  options  at the grant date using the Black-Scholes option-pricing  model.
The  following weighted-average assumptions were used in the Black-Scholes model
to  determine  the  fair value of the employee options of $0.03  per  option  to
purchase  a  share  of common stock:  risk-free interest rate of  3.94  percent,
dividend yield of 0 percent, volatility of 411.44 percent, and expected lives of
..01 years.

Following  are  the  pro forma disclosures and the related  impact  on  the  net
losses:

                                           Years Ended December 31,
                                         ----------------------------
                                            2001             2000
                                         ------------    ------------
   Net loss as reported                  $ (2,933,084)   $ (4,179,654)
   Net loss pro forma                      (2,989,179)     (4,179,654)
   Basic and diluted loss per common
    share as reported                           (0.02)          (0.03)
   Basic and diluted loss per common
    share pro forma                             (0.02)          (0.03)

Due  to  the  nature  and  timing  of option grants,  the  resulting  pro  forma
compensation cost may not be indicative of future years.

NOTE 15 -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:


                                        F-19

                                   Electronics    Ethernet
              2001                  Assembly     Technology      Total
              ----                 -----------  -----------  -----------
     Sales to external customers   $ 1,352,085  $   518,763  $ 1,870,848
     Intersegment sales                309,374            -      309,374
     Segment loss                   (2,336,084)    (597,000)  (2,933,084)
     Segment assets                  3,152,815      434,471    3,587,286
     Depreciation and amortization     519,217       20,873      540,090

              2000
              ----
     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                   (2,950,406)  (1,229,248)  (4,179,654)
     Segment assets                  3,916,774      854,806    4,771,580
     Depreciation and amortization     687,802      273,704      961,506


       Sales                                        2001         2000
       -----                                    -----------  -----------
     Total sales for reportable segments        $ 2,180,222  $ 7,428,868
     Elimination of intersegment sales             (309,374)  (1,055,772)
                                                -----------  -----------
     Consolidated net sales                     $ 1,870,848  $ 6,373,096
                                                ===========  ===========

       Net Loss
       --------
     Net loss for reportable segments           $(2,933,084) $(4,179,654)
     Elimination of intersegment losses                   -            -
                                                -----------  -----------
                                                $(2,933,084) $(4,179,654)
                                                ===========  ===========
       Total Assets
       ------------
     Total assets for reportable segments       $ 3,587,286  $ 4,771,580
     Adjustment for intersegment amounts             (1,800)    (154,790)
                                                -----------  -----------
     Consolidated total assets                  $ 3,585,486  $ 4,616,790
                                                ===========  ===========

                                        F-20

NOTE 16 - 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:

                                                2001          2000
                                             -----------  -----------
       United States of America              $ 1,820,700  $ 5,921,890
       Mexico                                          -       45,216
       Canada                                        338            -
       Europe/Africa/Middle East                  49,810      390,808
       Asia/Australia                                  -       15,182
                                             -----------  -----------

                                             $ 1,870,848  $ 6,373,096
                                             ===========  ===========

NOTE 17 - SIGNIFICANT FOURTH QUARTER ADJUSTMENT

During  the  fourth quarter of 2001, the Company determined that an insufficient
amount  of  overhead had been applied to the cost of sales for  the  year.   The
Company  reclassified $777,421 from selling, general and administrative expenses
to  cost of sales.  This adjustment results in $257,105, $186,726, $191,510  and
$136,080  of general and administrative expenses being reclassified to  cost  of
sales  for the quarters ended March 31, 2001, June 30, 2001, September 30,  2001
and December 31, 2001.


NOTE 18 - SUBSEQUENT EVENTS

Settlement  of  Litigation - As discussed in Note 10, the  Company  settled  the
lawsuit  that  alleged  a  breach  of facilities  sublease  agreement  involving
facilities  located  in Colorado.  The Company's liability in  this  action  was
originally estimated to range up to $2.5 million. The Company subsequently filed
a  counter  suit in the same court for an amount exceeding $500,000 for  missing
equipment.

Effective  January  18,  2002, the Company entered into a  settlement  agreement
which  required  the  Company to pay the plaintiff the sum  of  $250,000.   This
amount  did  not exceed the amount of rent accrued and payable at  December  31,
2000, therefore this was treated as a conversion of accrued liabilities to notes
payable.  The remainder, $170,000, was treated as a reduction of rent during the
year  ended December 31, 2001, due to a change in estimate of rent expense.   Of
this  amount,   $25,000  was  paid upon execution of  the  settlement,  and  the
balance,  together with interest at 8% per annum, is payable by July  18,  2002.
As  security  for payment of the balance, the Company executed and delivered  to
the  plaintiff  a  Confession of Judgment and also issued  3,000,000  shares  of
common stock, which are currently held in escrow.  If seventy-five percent (75%)
of  the  balance has not been paid by May 18, 2002, the Company  has  agreed  to
prepare  and file with the Securities & Exchange Commission, at its own expense,
a  registration statement with respect to the escrowed shares.  If, by July  18,
2002,  the registration of the escrowed shares of the Company's common stock  is
not  completed  and  such shares are not replaced with registered,  free-trading
common  stock  in  an  amount  sufficient to cover the  liability  to  Sunborne,
Sunborne may file the Confession of Judgment and proceed with execution thereon.


                                        F-21

Common Stock issued for Debt - Effective January 14, 2002, the Company entered
into four substantially identical agreements with existing shareholders pursuant
to which the Company issued an aggregate of 43,321,186 shares of restricted
common stock at a price of $0.075 per share, the fair value of the shares on the
date of the agreements as determined by market prices, for $500,000 in cash and
the cancellation of $2,749,090 of notes payable.  No gain or loss has been
recognized on these transactions as the fair value of the stock issued was equal
to the consideration given by the shareholders.

Employee Stock Options - Subsequent to year-end, the Company issued employees
options to purchase 5,000,000 shares of common stock at prices ranging from
$0.045 to $0.05.  These options vest immediately and expire five years from the
grant date. The employees have exercised all 5,000,000 options to purchase
shares of common stock.


                                        F-22