NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
1 – BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements include the accounts of CirTran Corporation and its subsidiaries
(the “Company”). These financial statements have been prepared in accordance with Article 10 of Regulation S-X promulgated
by the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
have been condensed or omitted pursuant to such rules and regulations. These statements should be read in conjunction with the
Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2013. In particular, the Company’s significant accounting policies were presented as Note 2 to the consolidated financial
statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included
in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results
of operations presented in the accompanying condensed consolidated financial statements for the three months ended March 31, 2014,
are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2014.
NOTE
2 – REALIZATION OF ASSETS
The
accompanying condensed consolidated financial statements have been prepared on the assumption that the Company will continue as
a going concern. The Company had a net loss of $258,395 and of $432,480 for the three months ended March 31, 2014 and 2013, respectively.
As of March 31, 2014, the Company had an accumulated deficit of $47,861,145. In addition, the Company had cash provided by operations
in the amount of $74,423 during the three months ended March 31, 2014 and used cash from operations in the amount of $154,019
during the three months ended March 31, 2013. The Company also had a negative working capital balance of $23,167,558 as of March
31, 2014, and $22,934,058 as of December 31, 2013. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.
The
Company’s ability to continue energy drink distribution, its principal source of revenue, is subject to interruption or
termination because of ongoing disputes respecting the status of the Play Beverages, LLC, or PlayBev, license to market Playboy-licensed
energy drinks. The Company is continuing its suit against Playboy Enterprises, Inc., or Playboy, in Illinois in an effort to enjoin
Playboy’s termination of the license so the Company will be able to continue its beverage distribution segment. If the Playboy
licensing dispute is not resolved satisfactorily through a negotiated settlement or litigation in such proceeding, PlayBev would
be required to terminate its beverage distribution activities, which are currently the principal source of the Company’s
revenues. Such termination may require the Company to cease its activities and seek protection from creditors.
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.
The
Company believes that its beverage business segment has the potential to have a substantial impact on its overall business. The
Company plans to focus on the beverage business and the contract manufacturing business. For the beverage business, the Company
plans to sell existing products and develop new products under the license agreement with Playboy to a globally expanding market.
With regard to contract manufacturing, the Company’s goal is to provide customers with manufacturing solutions for both
new and more mature products, as well as across product generations.
The
Company provides product marketing services to the direct response and retail markets for both proprietary and nonproprietary
products. This segment provides campaign management and marketing services for the beverage distribution, direct response, and
retail markets. The Company intends to continue to provide marketing and media services to support its own product efforts and
offer to customers marketing service in channels involving television, radio, print media, and the Internet. The Company intends
to serve the electronics assembly and manufacturing industries, although it anticipates that its focus will shift more to providing
services on a subcontract basis.
NOTE
3 – INVENTORIES
Inventories
are stated at the lower of average cost or market and consisted of the following:
|
|
March
31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
Raw Materials
|
|
$
|
1,733,462
|
|
|
$
|
1,682,099
|
|
Work in Process
|
|
|
242,981
|
|
|
|
255,934
|
|
Finished Goods
|
|
|
455,813
|
|
|
|
505,642
|
|
Allowance / Reserve
|
|
|
(2,255,041
|
)
|
|
|
(2,255,041
|
)
|
Totals
|
|
$
|
177,215
|
|
|
$
|
188,634
|
|
NOTE
4 – RELATED-PARTY TRANSACTIONS
Transactions
Involving Officers, Directors, and Stockholders
- In 2007, the Company appointed Fadi Nora to its Board of Directors.
In addition to compensation the Company normally pays to nonemployee members of the Board, Mr. Nora is entitled to a quarterly
bonus equal to 0.5% of any gross sales earned by the Company directly through Mr. Nora’s efforts. As of March 31, 2014,
the Company owed $71,130 under this arrangement. As of March 31, 2014, the Company owed Mr. Nora $616,773 in the form of unsecured
advances. These advances and short-term bridge loans were approved by the Board of Directors under a 5% borrowing fee. The borrowing
fees were waived by Mr. Nora on these loans. In addition, the Company owed Mr. Nora $327,595 in accrued liabilities as of March
31, 2014, for selling, general, and administrative expenses that were paid for by Mr. Nora on a personal credit card.
The
Company has agreed to issue 2,400,000 options to Mr. Nora as compensation for services provided as a Director of the Company.
The terms of the director agreement require the Company to grant to Mr. Nora options to purchase 2,400,000 shares of the Company’s
stock each year, with the exercise price of the options being the market price of the Company’s common stock as of the grant
date. During the three months ended March 31, 2014, the Company accrued for 2,400,000 stock options relating to the director agreement
with Mr. Nora. The fair market value of the options was $719, using the following assumptions: 7.0-year term, estimated volatility
of 246.35%, and a discount rate of 0.0% (see also Note 10).
In
2007, the Company issued a 10% promissory note to a family member of the Company President in exchange for $300,000. The note
was due on demand after May 2008. During the three months ended March 31, 2014, the Company made no payments towards the outstanding
note. At March 31, 2014, the principal amount owing on the note was $151,833. On March 31, 2008, the Company issued to this same
family member, along with four other Company shareholders, promissory notes totaling $315,000. The family member’s note
was for $105,000. Under the terms of all the notes, the Company received total proceeds of $300,000 and agreed to repay the amount
received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing
at 12% per annum. During the three months ended March 31, 2014, the Company made no payments towards the outstanding notes. The
principal balance owing on the promissory notes as of March 31, 2014, totaled $41,416.
On
April 2, 2009, the Company President and a Director of the Company borrowed from a third party a total of $890,000 in the form
of four short-term promissory notes. The Company President and the Director of the Company signed personally for the notes. Because
the loans were used to pay obligations of the Company, the Company has assumed full responsibility for the notes. Two of the notes
were for a term of 60 days, with a 60-day grace period; a third note was for a term of 90 days; and a fourth note was for 24 days.
Loan fees totaling $103,418 were incurred with the issuance of the notes and are payable upon maturity of the notes. During 2012,
two of the notes with a combined balance of $411,912 were converted from short-term advances to a notes payable on CirTran’s
books, with the intent to convert the liability to membership interest in Play Beverages, LLC, a consolidated variable interest
entity. As of March 31, 2014, the notes have been restructured and signed directly with the Company without our president and
director’s personal guaranty.
The
Company has agreed to issue 6,000,000 options each year to the Company President as compensation for services provided as an officer
of the Company. The terms of the employment agreement require the Company to grant to the Company President options to purchase
6,000,000 shares of the Company’s stock each year, with the exercise price of the options being the market price of the
Company’s common stock as of the grant date. During the three months ended March 31, 2014, the Company accrued for 6,000,000
stock options relating to the employee agreement with Mr. Hawatmeh. The fair market value of the options was $1,798, using the
following assumptions: estimated 7.0-year term, estimated volatility of 246.35%, and a discount rate of 0.0% (see also Note 10).
As
of March 31, 2014, the Company owed the Company President a total of $138,066 in short-term advances payable and 42,000,000 stock
options with an aggregated fair value at time of grant of $166,496. These advances and short-term bridge loans were approved by
the Board of Directors under a 5% borrowing fee. The borrowing fees were waived by the Company’s President on these loans.
Sublease
- In an effort to operate more efficiently and focus resources on higher margin areas of the Company’s business,
on March 5, 2010, the Company and Katana Electronics, LLC, a Utah limited liability company (“Katana”), entered into
certain agreements (collectively, the “Agreements”) to reduce the Company’s costs. The Agreements include an
Assignment and Assumption Agreement, an Equipment Lease, and a Sublease Agreement relating to the Company’s property. Pursuant
to the terms of the Sublease, the Company agreed to sublease a certain portion of the Company’s premises to Katana, consisting
of the warehouse and office space used as of the close of business on March 4, 2010. The term of the Sublease was for two months
with automatic renewal periods of one month each. The base rent under the Sublease is $8,500 per month. The Sublease contains
normal and customary use restrictions, indemnification rights and obligations, default provisions, and termination rights. Under
the Agreements signed, the Company continues to have rights to operate as a contract manufacturer in the future in the U.S. and
offshore. On July 1, 2011, Katana had assumed the full lease payment, and the Company agreed to pay Katana $5,000 per month for
the use of office space and utilities. The Company recorded a rent expense of $15,000 and $15,000 for the three months ended March
31, 2014 and 2013, respectively.
NOTE
5 – COMMITMENTS AND CONTINGENCIES
Litigation
and Claims
- Various vendors and service providers have notified the Company that they believe they have claims against
the Company totaling approximately $2,250,000. The Company has determined the probability of realizing any loss on these claims
is remote. The Company has made no accrual for these claims and is currently in the process of negotiating the dismissal of these
claims.
PlayBev
Petition for Relief under Chapter 11
- On, August 12, 2011, Play Beverages, LLC (“PlayBev”), a consolidated
entity of the Company, filed petitions under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for
the District of Utah. Under Chapter 11, certain claims against PlayBev in existence before the filing of the petitions for relief
under the federal bankruptcy laws are stayed while PlayBev continues business operations as Debtor-in-possession (see also Note
4). These claims are included in the December 31, 2011, balance sheet and are considered liabilities subject to compromise. Additional
claims (liabilities subject to compromise) may arise after the filing date resulting from rejection of executory contracts, and
from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed
amounts. Claims against PlayBev (secured claims) were stayed, although the holders of such claims had the right to move the court
for relief from the stay. PlayBev continued as a debtor-in-possession and thereafter worked to resolve the claims of creditors
and to resolve disputes about its nonalcoholic beverage distribution license with Playboy.
Playboy
initially sought to terminate its product license agreement with PlayBev, but thereafter stipulated to suspend further proceedings
pending the exploration of settlement. PlayBev reached a settlement with Playboy that would have provided for a new license, conditioned
on bankruptcy court approval of PlayBev’s reorganization plan, PlayBev’s payment of $2.0 million to Playboy, and other
provisions, but PlayBev was unable to obtain the funding needed to pay Playboy the initial amount or otherwise implement the reorganization
plan, so the plan was abandoned and the settlement agreement and the new Playboy license did not become effective.
On
December 6, 2012, the bankruptcy court dismissed PlayBev’s bankruptcy case and all other pending motions and proceedings,
and the automatic stay terminated. PlayBev is precluded from filing for bankruptcy court protection for 180 days after the dismissal.
Registration
Rights Agreements
- In connection with the Company’s issuance of convertible debentures to YA Global Investments,
L.P., formerly known as Cornell Capital Partners, L.P. (“YA Global”), the Company granted to YA Global certain registration
rights, pursuant to which the Company agreed to file a registration statement to register the resale of shares of the Company’s
common stock issuable upon conversion of the debentures. The Company agreed to keep the registration statement effective until
all of the shares issuable upon conversion of the debenture have been sold. The Company has not accrued a liability for potential
losses.
Previously,
YA Global has agreed to extensions of the filing deadlines inherent in the terms of the convertible debentures mentioned above.
On January 24, 2011, the Company and YA Global entered into a forbearance agreement related to the convertible debentures issued
by the Company to YA or its predecessor entities.
YA
Global Forbearance Agreements
- On September 25, 2010, YA Global filed a lawsuit against the Company asserting claims
for breach of contract, breaches of the uniform commercial code, and replevin. YA Global sought a judgment in the amount of $4,193,380,
plus interest and attorney’s fees, as well as a writ of replevin to compel the Company to turn over equipment and other
property that YA Global claims was pledged as collateral to secure obligations owing to YA Global.
On
January 24, 2011, the Company entered into a forbearance agreement with YA Global, including a confession of judgment in its favor.
On February 23, 2011, the court entered judgment based on the confession of judgment against the Company in the principal amount
of $3,161,354, plus interest of $825,858.
On
July 22, 2011, YA Global filed a motion in the ABS lawsuit (discussed below) seeking an order clarifying its position with respect
to ABS and staying enforcement of that court’s order that the Company pay approximately $35,000 in legal fees to ABS. In
its motion, YA Global notified the Company that it intended to conduct a secured party’s public auction of all of the Company’s
assets. YA Global also informed the Company that it had defaulted under the January 2011 Forbearance Agreement and declared that
all of the Company’s obligations to YA Global were immediately due and owing. Further, YA Global stated that it intended
to commence action to collect on the Company’s obligations and instructed it to assemble its assets.
At
a hearing held on August 3, 2011, in the ABS reorganization proceeding on YA Global’s motion to stay enforcement, YA Global
noted that the date of the proposed secured party’s public auction was August 30, 2011. At the same time, YA Global notified
the Company that the proposed sale of assets would be held on August 30, 2011.
At
the hearing in the ABS matter, the Bankruptcy Court denied YA Global’s motion to stay the payment of attorneys’ fees
by the Company. Subsequently, the parties to the January 2011 settlement with YA Global entered into an agreement whereby YA Global
agreed to cancel the proposed asset sale without waiver.
On
September 30, 2011, YA Global directed the Company to assemble the collateral in order to enable it to take possession on or before
October 6, 2011. Following negotiations with YA Global, the Company confirmed its indebtedness to YA Global and arranged for it
to take possession of collateral on October 17, 2011, on which date, all accounts receivable, collections, and other proceeds
and products of the collateral would be held in trust by the Company for YA Global and immediately forwarded to it. Before the
Company was required to surrender possession of the collateral, it initiated negotiations to obtain YA Global’s forbearance
from collection.
On
March 22, 2012, the Company entered into a formal forbearance agreement with YA Global, dated as of March 1, 2012 (the “2012
YA Global Forbearance Agreement”), in which it ratified its previous obligations under the debentures and agreed to pay
the debentures under the following payment plan: $25,000 at signing the 2012 YA Global Forbearance Agreement, $25,000 per month
in March through June 2012, $50,000 per month in July through September 2012, $75,000 in the months of October and November 2012,
$100,000 per month in the months of December 2012 through May 2013, $125,000 per month in the months of June through December
2013, and the balance in December 2014 (the “Extended Termination Date”). In addition to the above minimum payments
to YA Global, the Company is required to pay monthly excess cash flow, to the extent cumulatively available, consisting of consolidated
earnings before interest, taxes, depreciation and amortization, less cash deposits for product orders received but not yet shipped,
actual cash taxes paid, actual cash principal and interest paid, and reasonable out-of-pocket cash paid together with reasonable
cash reserves in an amount not to exceed 5% of total net sales, provided that such excess cash flow payments shall not to exceed
$50,000 in March 2012 and $25,000 per month in April through September 2012.
The
Company continues to have the right, subject to the consent of YA Global, to pay all or any portion of the payments listed above
in common stock, with the conversion price to be used to determine the number of shares being equal to the lowest closing bid
price of the Company’s common stock during the 20 trading days prior to the payment date. The amount applied as a payment
on the note and accrued interest will be adjusted to the value of the actual proceeds from the sale of the stock by YA Global,
less costs associated with the sale.
YA
Global agreed to forbear from enforcing its rights and remedies as a result of the existing defaults and/or converting the debentures
into shares of the Company’s common stock, until the earlier of the Company’s default under the 2012 YA Global Forbearance
Agreement or the Extended Termination Date.
On
February 22, 2013, the Company entered into a Ratification Agreement with YA Global (the “2013 Ratification Agreement”).
Under the 2013 Ratification Agreement, the Company ratified the obligations under three existing Convertible Debentures dated
May 26, 2005, December 30, 2005, and August 23, 2006, and agreed to amend, restate, and consolidate the obligations evidenced
thereby into a Consolidated Debenture.
The
2013 Ratification Agreement also provides for a new payment schedule under the Consolidated Debenture that replaces the payment
schedule that had been agreed to in a March 1, 2012, Forbearance Agreement among the parties. Under the 2013 Ratification Agreement
payment schedule, the Company is required to make monthly payments, to be applied first to accrued interest and then to principal,
in the amount of $100,000 per month, commencing in April 2013. The amount of the Company’s required monthly cash payment
shall be reduced in an amount equal to the amount credited to the lender against the obligation as a result of the lender’s
exercise of the right to convert the outstanding balance due under the debentures into common stock, as provided in the original
convertible debentures as well as in the Consolidated Debenture. Any amount credited against the debenture obligation in excess
of $100,000 per month shall be credited against the amounts due in the next succeeding month.
During
the three months ended March 31, 2014, the Company did not issued common stock towards the required payments.
Delinquent
Payroll Taxes, Interest, and Penalties -
In November 2004, the IRS accepted the Company’s Amended Offer in Compromise
(the “Offer”) to settle delinquent payroll taxes, interest, and penalties. The acceptance of the Offer required the
Company to pay $500,000. Additionally, the Offer required the Company to remain current in its payment of taxes for five years,
and not claim any net operating losses for the years 2001 through 2015, or until the Company pays taxes on future profits in an
amount equal to the taxes waived by the Offer of $1,455,767. In June 2013, the Company entered into a partial installment agreement
to pay $768,526 in unpaid 2009 payroll taxes. The installment agreement requires the Company to pay the IRS 5% of cash deposits.
The monthly payments are to continue until the account balances are paid in full or until the collection statute of limitation
expires on October 6, 2020.
Disputed
Account Payable -
The Company is in disagreement with its former legal counsel over the amount due to this provider for
billed services, charges, and interest expense. The Company is vigorously working with this provider to settle the outstanding
balance. Management assesses the likelihood to be remote that it will not be able to settle the balance at or below the currently
accrued balance.
Employment
Agreements
- On August 1, 2009, the Company entered into a new employment agreement with Mr. Hawatmeh, the Company’s
President. The term of the employment agreement continues until August 31, 2014, and automatically extends for successive one-year
periods, with an annual base salary of $345,000. The employment agreement also grants to Mr. Hawatmeh options to purchase a minimum
of 6,000,000 shares of the Company’s stock each year, with the exercise price of the options being the market price of the
Company’s common stock as of the grant date. The employment agreement also provides for health insurance coverage, cell
phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by the
Board. The employment agreement includes additional incentive compensation as follows: a quarterly bonus equal to 5% of the Company’s
earnings before interest, taxes, depreciation, and amortization for the applicable quarter; bonus(es) equal to 1.0% of the net
purchase price of any acquisitions completed by the Company that are directly generated and arranged by Mr. Hawatmeh; and an annual
bonus (payable quarterly) equal to 1% of the gross sales, net of returns and allowances, of all beverage products of the Company
and its affiliates for the most recent fiscal year. During the three months ended March 31, 2014 and 2013, the Company incurred
$1,798 and $10,171, respectively, of non-cash compensation expense related to accrual for employee stock options to be awarded
per the employment contract with the president of the Company.
Pursuant
to the employment agreement, Mr. Hawatmeh’s employment may be terminated for cause or upon death or disability, in which
event, the Company is required to pay Mr. Hawatmeh any unpaid base salary and unpaid earned bonuses. In the event that Mr. Hawatmeh
is terminated without cause, the Company is required to pay to Mr. Hawatmeh: (i) within 30 days following such termination, any
benefit, incentive, or equity plan, program, or practice (the “Accrued Obligations”) paid when the bonus would have
been paid Mr. Hawatmeh if employed; (ii) within 30 days following such termination (or on the earliest later date as may be required
by Internal Revenue Code Section 409A to the extent applicable), a lump sum equal to 30 months of annual base salary; (iii) bonus(es)
owing under the employment agreement for the two-year period after the date of termination (net of an bonus amounts paid as Accrued
Obligations) based on actual results for the applicable quarters and fiscal years; and (iv) within 12 months following such termination
(or on the earliest later date as may be required by Internal Revenue Code Section 409A to the extent applicable), a lump sum
equal to 30 months of annual base salary; provided that if Mr. Hawatmeh is terminated without cause in contemplation of, or within
one year, after a change in control, then two times such annual base salary and bonus payment amounts.
On
May 1, 2009, PlayBev, a consolidated variable interest entity, entered into compensation agreements with its managers, Mr. Hawatmeh
and Mr. Nora. The agreed compensation consists of a monthly fee of $10,000 for each manager, reimbursement of reasonable expenses
on its behalf, and a car allowance for Mr. Nora of $1,000 per month to cover the cost of use, fuel, and repairs. The Company has
accrued $1,242,000 in compensation, which is included in related-party payables as of March 31, 2014.
Advanced
Beauty Solutions, LLC -
In connection with prior litigation with Advanced Beauty Solutions, or ABS, ABS claimed nonperformance
by the Company and filed an adversary proceeding in its bankruptcy case proceeding in the United States Bankruptcy Court, Central
District of California, San Fernando Valley Division. On March 17, 2009, the Bankruptcy Court entered judgment in favor of ABS
and against the Company in the amount of $1,811,667, plus interest. On September 11, 2009, the Bankruptcy Court denied the Company’s
motion to set aside the judgment.
On
September 8, 2010, the Company executed an Assignment of Copyrights, thereby assigning Copyright Registration No. TX-6-064-955,
Copyright Registration No. TX-6-064-956, and Copyright to the True Ceramic Pro - Live Ops (TCPS) infomercial and related master
tapes (collectively the “Copyrights”) to ABS, without reservation or exclusion, making ABS the owner of the Copyrights.
On
February 23, 2011, the Company filed a Motion to Declare Judgment Fully Satisfied or Alternatively to Recoup Mutual Debts, requesting
that the court determine that its assignment of the Copyrights resulted in full satisfaction of the ABS judgment. On March 3,
2011, ABS brought a Motion for Order to Show Cause re Civil Contempt alleging that the Company had failed to make payments on
ABS’s judgment in violation of the court’s orders. At the hearing on April 6, 2011, the court denied the motion to
declare the judgment fully satisfied and granted ABS’s motion, but did not hold the Company in civil contempt. The court
also set a hearing on the ABS Motion for the Order to Show Cause for July 8, 2011, regarding the Company’s compliance with
collection orders, which the parties stipulated should be postponed until August 3, 2011. The parties attended mediation on July
11, 2011, but no formal settlement resulted. At the hearing in August, the court found that a basis existed to hold the Company
in contempt and set an evidentiary hearing for October 6, 2011, to determine whether to issue a contempt citation. The Company
appealed the denial of its motion to declare judgment satisfied.
On
March 22, 2012, the Company and ABS entered into a formal forbearance agreement, dated as of March 1, 2012 (the “ABS Forbearance
Agreement”), whereby ABS agreed to take no further judgment enforcement actions in consideration of the payment of $25,000
upon execution of the definitive ABS Forbearance Agreement and satisfaction of applicable conditions precedent. The ABS Forbearance
Agreement calls for the Company to pay $7,500 per month for 46 consecutive months (except for a payment of $15,000 in December
2012), commencing in March 2012, with the unpaid balance, as finally determined as provided below, due and payable in January
2016. No interest on the principal would accrue unless the note is in default, in which case, it would bear interest at 10% per
annum from the date of the ABS Forbearance Agreement. In addition, the Company stipulated to an additional judgment for attorney’s
fees incurred in negotiating the ABS Forbearance Agreement and entering into the related definitive agreements and in related
post-judgment collection efforts. The obligation to pay $1,835,000 under the ABS Forbearance Agreement would be secured by an
encumbrance on all of the Company’s assets, subject to a prior lien and encumbrance in favor of YA Global.
The
principal amount of $1,835,000 due under the ABS Forbearance Agreement would be reduced by the greater of the amount of credit
granted in the bankruptcy proceedings for the value of the intellectual property the Company previously conveyed to ABS and the
amount received by ABS from the sale of such intellectual property to a third party during the term of the ABS Forbearance Agreement,
plus the amount of any distribution to which the Company is entitled as a creditor of ABS, provided, however, that in no event
would the amount due under the ABS Forbearance Agreement be reduced below $90,000, which is the amount payable during the first
12 months under the ABS Forbearance Agreement. ABS entered into a subordination agreement subordinating the obligation under the
ABS Forbearance Agreement in favor of the obligations and first-priority security interest of YA Global. The Company conveyed
to ABS the trademarks and intellectual property previously conveyed by ABS to the Company.
The
Company’s appeal of the approximately $1.8 million judgment has been remanded in the ABS bankruptcy proceedings to conclusively
determine the amount of credit due the Company for the conveyance of the intellectual property. Except for the determination of
the fair market value of the intellectual property and any enforcement or collection proceedings that may be required under the
ABS Forbearance Agreement, all litigation and disputes between ABS and its affiliates, on the one hand, and the Company and its
affiliates, on the other hand, would be dismissed, including the pending order to show cause regarding contempt against the Company,
its subsidiaries, and its President.
The
Company has assigned to ABS its creditor claim against the estate of ABS, to the extent of the balance due under the ABS Forbearance
Agreement. Any distribution from the ABS estate in excess of the adjusted amounts due under the ABS Forbearance Agreement will
be paid to the Company. Pending the determination of the amount of the credit due for the value of the intellectual property conveyed,
the Company accrued a balance of $90,000 for the minimum required payment under the ABS Forbearance Agreement. It is reasonably
possible that this estimate may change in the near future based on the events of the ABS settlement.
The
Company entered into a forbearance agreement with ABS on March 1, 2012. As part of that agreement, among other things, the Company
agreed to a settlement amount that is to be reduced by any distribution to which the Company was entitled as a creditor of ABS.
Under the ABS Forbearance Agreement the minimum amount due ABS is $90,000, which is the amount payable during the first 12 months
under the ABS Forbearance Agreement. The Company accrued $90,000 as of December 31, 2011 and made payments of $0 and 45,000 during
the three months ended March 31, 2014 and 2013, respectively. The royalty accrual as of March 31, 2014 and 2013 was $0 and $45,000,
respectively.
NOTE
6 – NOTES PAYABLE
Notes
payable consisted of the following at March 31, 2014 and December 31, 2013:
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Settlement note, ten monthly payments, no interest, in
default.
|
|
$
|
59,120
|
|
|
$
|
59,120
|
|
Promissory note to a stockholder, 10% stated interest rate, unsecured,interest
due quarterly, due on demand to related party.
|
|
|
151,833
|
|
|
|
151,833
|
|
Promissory note to a member of AfterBev, 10% stated interest, interest
payable quarterly. Due on demand, in default.
|
|
|
75,000
|
|
|
|
75,000
|
|
Promissory notes to 3 investors, 12% stated interest, 5% borrowing
fee, due on demand to related party, in default.
|
|
|
72,465
|
|
|
|
72,465
|
|
Promissory note to a member of Playbev, 10% stated interest, interest
payable quarterly, unsecured. Due on demand, in default.
|
|
|
100,000
|
|
|
|
100,000
|
|
Promissory note to an investor, 10% stated interest, interest payable
quarterly, unsecured. Due on demand.
|
|
|
7,500
|
|
|
|
7,500
|
|
Promissory note to an investor, 0% stated interest, interest payable
quarterly, unsecured. Due on demand, in default.
|
|
|
100,000
|
|
|
|
100,000
|
|
Total
|
|
|
565,918
|
|
|
|
565,918
|
|
|
|
|
|
|
|
|
|
|
Less current maturities
|
|
|
(565,918
|
)
|
|
|
(565,918
|
)
|
|
|
|
|
|
|
|
|
|
Long-term portion of notes payable
|
|
$
|
-
|
|
|
$
|
-
|
|
In
January 2012, the Company issued a 10%, 5-year, $175,000 promissory note to an investor. The promissory note outstanding was $7,500
as of March 31, 2014 and December 31, 2013.
In
February 2012, the Company issued an 18% interest, 90-day, $30,000 promissory note to an investor. The principal balance included
a $5,000 borrowing fee. The promissory note along with accrued interest was converted to 32,000,000 shares of stock in January
2013. There was no outstanding balance as of March 31, 2013.
As
of March 31, 2014 and December 31, 2013, the Company had accrued interest owed on the notes payable in the amounts of $385,863
and $362,435, respectively. The Company recorded interest expense of $23,428 and $244,137 for the three months March 31, 2014
and 2013, respectively. During the three months ended March 31, 2014, the Company paid $0 of accrued interest on the notes.
Short-term
advances payable
As
of March 31, 2014 and December 31, 2013, the Company had $2,015,597 and $1,982,212 in short-term advances payable to unrelated
parties, respectively. The short term advances to unrelated parties also had accrued interest expense of $92,219 and $79,864 as
of March 31, 2014 and December 31, 2013, respectively.
During
the three months ended March 31, 2014, the company made cash payments of $8,000 and accrued an additional $41,385 in short-term
advances. The additional accrual is included in the loss on settlement of debt.
During
the three months ended March 31, 2014, the company recorded interest expense of $27,356 and paid $15,000 of accrued interest on
the unrelated party short-term advances.
NOTE
7 – CONVERTIBLE DEBENTURES
Convertible
Debentures consisted of the following as of March 31, 2014 and December 31, 2013:
|
|
March
31, 2014
|
|
|
December
31, 2013
|
|
|
|
|
|
|
|
|
Convertible debenture, 5% stated interest rate,
secured by all of the Company’s assets, due on December 31, 2014.
|
|
$
|
2,390,528
|
|
|
$
|
2,390,528
|
|
|
|
|
2,390,528
|
|
|
|
2,390,528
|
|
Less current maturities
|
|
|
(2,390,528
|
)
|
|
|
(2,390,528
|
)
|
Long-term portion of convertible debentures
|
|
$
|
-
|
|
|
$
|
-
|
|
The
convertible debentures and accrued interest are convertible into shares of the Company’s common stock at the lowest bid
price for the 20 trading days prior to conversion ($0.0002 as of December 31, 2013). As of December 31, 2010, the Company was
in default on the all three convertible debentures. On January 24, 2011, the Company entered into an Amended and Restated Forbearance
Agreement that requires the Company to make payments according to the agreement (see Note 5). The Company subsequently defaulted
under the terms of the agreement and the debenture holders are seeking their rights as secured creditors. See Note 12 regarding
the actions taken by the holder of the convertible debentures in connection with the Company’s noncompliance with the Amended
and Restated Forbearance Agreement.
As
of March 31, 2014 and December 31, 2013, the Company had accrued interest owed on the convertible debentures in the amounts of
$688,364 and $654,344, respectively. The Company recorded interest expense of $29,472 during the three months ended March 31,
2014. During the three months ended March 31, 2014 there were no payments or conversions.
As
of March 31, 2014 and December, 2013, the fair value of the conversion feature for the convertible debt and associated warrants
was determined to be $170,741 and $158,396, respectively which has been recorded as a derivative liability on the balance sheet.
NOTE
8 – FINANCIAL INSTRUMENTS
The
Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting.
Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s
balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated
fair value in results of operations during the period of change. The Company has estimated the fair value of these embedded derivatives
for convertible debentures and associated warrants using a multinomial lattice model as of March 31, 2014, and December 31, 2013.
The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $12,345 and $5,844 during
the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, and December 31, 2013, the fair market value
of the derivatives aggregated $170,741 and $158,396, respectively.
NOTE
9 – FAIR VALUE MEASUREMENTS
For
asset and liabilities measured at fair value, the Company uses the following hierarchy of inputs:
|
●
|
Level
one — Quoted market prices in active markets for identical assets or liabilities;
|
|
|
|
|
●
|
Level
two — Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
|
|
|
●
|
Level
three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and
reflect those assumptions that a market participant would use.
|
Liabilities
measured at fair value on a recurring basis at March 31, 2014, are summarized as follows:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of derivatives
|
|
$
|
-
|
|
|
$
|
170,741
|
|
|
$
|
-
|
|
|
$
|
170,741
|
|
Liabilities
measured at fair value on a recurring basis at December 31, 2013, are summarized as follows:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of derivatives
|
|
$
|
-
|
|
|
$
|
158,396
|
|
|
$
|
-
|
|
|
$
|
158,396
|
|
NOTE
10 – STOCKHOLDERS’ DEFICIT
The
Company’s stockholders’ deficit increased by $187,137 as a result of the net loss attributable to CirTran Corporation
for the three months ended March 31, 2014. Noncontrolling interest in consolidated subsidiaries increased stockholders’
deficit by $71,258 for the three months ended March 31, 2014, due to the operating losses of the non-controlling subsidiary.
Loss
Per Share
-
Basic
loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares
outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common
shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable.
The Company had 3,210,783,000 and 3,176,228,000 in potentially issuable common shares at March 31, 2014, and December 31, 2013,
respectively. These potentially issuable common shares were excluded from the calculation of diluted loss per share because the
effects were antidilutive.
NOTE
11 – CAPITAL STOCK
During
the three months ending March 31, 2014, the Company issued 40,900,000, shares of common stock for conversion of liabilities to
multiple non related parties for convertible notes and liabilities of $16,360.
NOTE
12 – STOCK OPTIONS AND WARRANTS
Stock
Incentive Plans
- As of March 31, 2014, a total of 201,000,000 shares of common stock had been issued from the 2012 Stock
Incentive Plan, out of which a maximum of 403,000,000 can be issued. 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, nonqualified stock options, or share purchase rights) granted, and the term, vesting,
and exercise prices.
Employee
Options
- During the three months ended March 31, 2014 and 2013, the Company did not grant options to purchase shares
of common stock to employees.
During
2013, the Company accrued for 18,800,000 employee options relating to the employment contract of the Company president, directors
and officers. The fair market value of the options accrued aggregated $28,423, using the following assumptions: seven-year term,
volatility of 212.05% and a discount rate of 1.31%.
During
2014, the Company accrued for 18,800,000 employee options relating to the employment contract of the Company president, directors
and officers. The fair market value of the options accrued aggregated $5,634, using the following assumptions: seven-year term,
volatility of 246.35% and a discount rate of 2.42%.
As
of March 31, 2014, and December 31, 2013, the Company had a total of 125,600,000 and 106,800,000 options not issued but accrued,
respectively.
Warrants
-
In connection with the YA Global convertible debenture issued
in August 2006, the Company issued three-year warrants to purchase 15,000,000 shares of the Company’s
common stock. The initial expiration date of the warrants was August 23, 2009. As part of the Forbearance Agreement (see Note
12), the life of the warrants was extended one year to August 23, 2010. The warrants had an exercise price of $0.06 per share,
and vested immediately. On January, 24, 2011, as part of the Forbearance Agreement, a warrant to purchase 25,000,000 shares of
common stock was issued to YA Global. The warrant had an exercise price of $0.02 per share and vested immediately.
NOTE
13 – SEGMENT INFORMATION
Segment
information has been prepared in accordance with ASC 280-10, Disclosure about Segments of an Enterprise and Related Information.
The Company has four reportable segments: electronics assembly, contract manufacturing, marketing and media, and beverage distribution.
The electronics assembly segment manufactures and assembles circuit boards and electronic component cables. The contract manufacturing
segment manufactures, either directly or through foreign subcontractors, various products under manufacturing and distribution
agreements. The marketing and media segment provides marketing services to online retailers, along with beverage development and
promotional services to PlayBev. The beverage distribution segment manufactures, markets, and distributes Playboy-licensed energy
drinks domestically and internationally.
The
accounting policies of the segments are consistent with those described in the summary of significant accounting policies. The
Company evaluates performance of each segment based on earnings or loss from operations. Selected segment information is as follows:
|
|
Electronics
|
|
|
Contract
|
|
|
Marketing
|
|
|
Beverage
|
|
|
|
|
|
|
Assembly
|
|
|
Manufacturing
|
|
|
and Media
|
|
|
Distribution
|
|
|
Total
|
|
Three Months Ended
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
-
|
|
|
$
|
39,243
|
|
|
$
|
-
|
|
|
$
|
312,500
|
|
|
|
351,743
|
|
Segment income (loss)
|
|
|
(89,275
|
)
|
|
|
12,810
|
|
|
|
-
|
|
|
|
334,860
|
|
|
|
258,395
|
|
Segment assets
|
|
|
289,526
|
|
|
|
6,605
|
|
|
|
-
|
|
|
|
355,255
|
|
|
|
651,386
|
|
Depreciation and amortization
|
|
|
4,039
|
|
|
|
4,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
-
|
|
|
$
|
31,132
|
|
|
$
|
-
|
|
|
$
|
837,020
|
|
|
|
868,152
|
|
Segment income (loss)
|
|
|
21,509
|
|
|
|
(12,454
|
)
|
|
|
-
|
|
|
|
423,425
|
|
|
|
432,480
|
|
Segment assets
|
|
|
338,589
|
|
|
|
37,089
|
|
|
|
-
|
|
|
|
218,337
|
|
|
|
594,015
|
|
Depreciation and amortization
|
|
|
4,331
|
|
|
|
10,807
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,138
|
|
NOTE
14 – GEOGRAPHIC INFORMATION
The
Company currently maintains $7,842 of capitalized tooling costs in China. All other revenue-producing assets are located in the
United States of America. Revenues are attributed to the geographic areas based on the location of the customers purchasing the
products.
NOTE
15 – RECLASSIFICATIONS
Certain
immaterial reclassifications have been made to the 2013 financial statements to conform to the 2014 presentation. $45,000 was
reclassified from short-term advances payable – non-related parties to accrued liabilities.
NOTE
16 – SUBSEQUENT EVENTS
These
financial statements considered subsequent events through July 29, 2014, the date the financial statements were available to be
issued.