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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File No. 000-49654

 

CirTran Corporation

(Exact name of registrant as specified in its charter)

 

Nevada   68-0121636

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

 

6360 S Pecos Road, Suite 8, Las Vegas, NV 89120

(Address of principal executive offices and zip code)

 

(801) 963-5112

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer Smaller reporting company
  Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 14, 2023, there were 4,945,417 shares of common stock, $0.001 par value, outstanding.

 

 

 

   

 

TABLE OF CONTENTS

 

Item   Page
  Part I—Financial Information  
1 Financial Statements (Unaudited) 3
  Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (Audited) 3
  Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) 4
  Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) 5
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023, and 2022 (unaudited) 6
  Notes to Unaudited Condensed Consolidated Financial Statements 7
2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
3 Quantitative and Qualitative Disclosures about Market Risk 19
4 Controls and Procedures 19
     
  Part II—Other Information  
6 Exhibits 20
     
  Signatures 21

 

 2 

 

PART I—FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CIRTRAN CORPORATION

CONSOLIDATED BALANCE SHEETS

 

   September 30, 2023   December 31, 2022 
   (Unaudited)   (Audited) 
ASSETS          
Current assets:          
Cash  $23,402   $18,081 
Inventory   874,258    816,014 
Deposits on inventory   65,440    40,440 
Deposits on inventory - related party   92,175    417,633 
Accounts receivable, net of allowance for doubtful accounts of $39,438 and $39,438, respectively   157,622    62,873 
Other current assets   576,385    328,468 
Total current assets   1,789,282    1,683,509 
Investment in securities at cost   300,000    300,000 
Right-of-use asset        
Property and equipment, net of accumulated depreciation   20,172    15,018 
Total assets  $2,109,454   $1,998,527 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $2,345,979   $2,323,917 
Liabilities for product returns and credits   108,461     
Related-party payable       13,740 
Short-term advances payable   58,366    58,366 
Short-term advances payable - related parties   21,882    21,882 
Accrued liabilities   2,237,923    2,079,252 
Accrued payroll and compensation expense   5,028,293    4,794,836 
Accrued interest, current portion   5,559,333    5,214,530 
Convertible debenture, current portion, net of discounts   264,284    264,284 
Note payable, current portion   90,000    90,000 
Note payable to stockholders   182,129    182,129 
Derivative liability   1024,075    1,004,837 
Liabilities from discontinued operations   25,457,385    25,342,601 
Total current liabilities:   42,378,110    41,390,374 
Deferred tax liability   50,888    50,888 
Note payable, net of current portion   636,727    656,000 
Convertible debenture, net of current portion, net of discount   2,039,861    1,968,310 
Total liabilities   45,105,586    44,065,572 
           
Commitments and contingencies        
           
Stockholders’ deficit:          
Common stock, par value $0.001; 100,000,000 shares authorized; 4,945,417 shares issued and outstanding   4,945    4,945 
Additional paid-in capital   37,233,561    37,233,561 
Accumulated deficit   (80,234,638)   (79,305,551)
Total stockholders’ deficit   (42,996,132)   (42,067,045)
           
Total liabilities and stockholders’ deficit  $2,109,454   $1,998,527 

 

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

 

 3 

 

CIRTRAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2023   2022   2023   2022 
Net sales  $766,512   $477,018   $1,438,432   $1,695,707 
Cost of sales   112,094    170,108    467,811    580,961 
Gross profit   654,418    306,910    970,621    1,114,746 
                     
Operating expenses                    
Employee costs   149,100    139,751    422,902    406,751 
Selling, general and administrative expenses   505,169    293,891    794,362    987,662 
Total operating expenses   654,269    433,642    1,217,264    1,394,413 
                     
Income (loss) from operations   149    (126,732)   (246,643)   (279,667)
                     
Other income (expense)                    
Interest expense   (192,487)   (179,342)   (562,546)   (527,774)
Gain on forgiveness of debt           13,000      
Gain (loss) on derivative valuation   25,265    (1,156)   (19,238)   (35,105)
Other income           1,124     
Total other expense   (167,222)   (180,498)   (567,660)   (562,879)
                     
Net loss from continuing operations   (167,073)   (307,230)   (814,303)   (842,546)
                     
Loss from discontinued operations   (38,682)   (38,682)   (114,784)   (114,784)
                     
Net loss  $(205,755)  $(345,912)  $(929,087)  $(957,330)
                     
Net loss from continuing operations per common share, basic and diluted  $(0.03)  $(0.06)  $(0.16)  $(0.17)
Net loss from discontinued operations per common share, basic and diluted  $(0.01)  $(0.01)  $(0.02)  $(0.02)
Net loss per common share, basic and diluted  $(0.04)  $(0.07)  $(0.18)  $(0.19)
Basic and diluted weighted average common shares outstanding   4,945,417    4,945,417    4,945,417    4,945,417 

 

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

 

 4 

 

CIRTRAN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

 

   Shares   Amount   Capital   Deficit   deficit 
   Common Stock   Additional
Paid-in
   Accumulated   Total
stockholders’
 
   Shares   Amount   Capital   Deficit   deficit 
Balance, December 31, 2022   4,945,417   $4,945   $37,233,561   $(79,305,551)  $(42,067,045)
Net loss               (480,345)   (480,345)
Balance, March 31, 2023   4,945,417    4,945    37,233,561    (79,785,896)   (42,547,390)
Net loss               (242,987)   (242,987)
Balance, June 30, 2023   4,945,417    4,945    37,233,561    (80,028,883)   (42,790,377)
Net loss               (205,755)   (205,755)
Balance, September 30, 2023   4,945,417   $4,945   $37,233,561   $(80,234,638)  $(42,996,132)

 

   Common Stock   Additional
Paid-in
   Accumulated   Total
Stockholders’
 
   Shares   Amount   Capital   Deficit   Deficit 
Balance, December 31, 2021   4,945,417   $4,945   $37,233,561   $(77,803,460)  $(40,564,954)
Net loss               (296,503)   (296,503)
Balance, March 31, 2022   4,945,417    4,945    37,233,561    (78,099,963)   (40,861,457)
Net loss               (314,915)   (314,915)
Balance, June 30, 2022   4,945,417    4,945    37,233,561    (78,414,878)   (41,176,372)
Net loss               (345,912)   (345,912)
Balance, September 30, 2022   4,945,417   $4,945   $37,233,561   $(78,760,790)  $(41,522,284)

 

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

 

 5 

 

CIRTRAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2023   2022 
   For the Nine Months Ended
September 30,
 
   2023   2022 
Cash flows from operating activities          
Net loss  $(929,087)  $(957,330)
Adjustments to reconcile net income to net cash (used) provided by operating activities:          
Loss from discontinued operations   114,784    114,784 
Depreciation expense   3,260    2,857 
Loss on derivative valuation   19,238    35,105 
Debt discount amortization   71,551    68,157 
Gain on forgiveness of debt   (13,000)    
Amortization of right-of-use asset to rent expense       22,291 
Changes in operating assets and liabilities:          
Inventory   (58,244)   (189,740)
Deposits on inventory   (25,000)   (33,641)
Deposits on inventory - related party   325,458    (185,555)
Accounts receivable   (94,749)   128,943 
Other current assets   (247,917)   40 
Accounts payable   21,323    112,892 
Liabilities for product returns and credits   108,461     
Accrued liabilities   158,670    608,019 
Payments for lease liability       (22,291)
Accrued payroll and compensation   233,457    193,310 
Accrued interest   344,803    270,189 
Net cash provided by operating activities   33,008    168,030 
           
Cash flows from investing activities:          
Purchase of property and equipment   (8,414)    
Net Cash used in investing activities   (8,414)    
           
Cash flows from financing activities:          
Proceeds from loans payable   65,925     
Proceeds from related-party loans   13,858    6,930 
Repayments of related-party loans   (99,056)   (139,883)
Net Cash used in financing activities   (19,273)   (132,953)
           
Net change in cash   5,321    35,077 
Cash, beginning of period   18,081    5,472 
Cash, end of period  $23,402   $40,549 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $   $ 
Cash paid for income taxes  $   $ 

 

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

 

 6 

 

CIRTRAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

 

In 1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah), acquired substantially all the assets and certain liabilities of Circuit Technology, Inc., founded by our president, Iehab Hawatmeh.

 

We, together with our majority-owned subsidiaries, manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. Since entering our 2019 five-year manufacturing and distribution agreement with an unrelated party, our efforts have been devoted to phase one of our development of all HUSTLER®-branded products, which led us to generating revenue during 2020 for the first time in several years.

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in our Form 10-K for the fiscal year ended December 31, 2022. In the opinion of our management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position, as of September 30, 2023, and the results of our operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the company and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran Asia, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

In preparing the financial statements in accordance with US GAAP, 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 Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.

 

 7 

 

Cash Equivalents

 

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 and December 31, 2022.

 

Revenue Recognition

 

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements. We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

 

During the nine months ended September 30, 2023 and 2022, we recognized revenue of $538,228 and $402,723, respectively, related to the performance obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset has been recorded for customer acquisition costs. We have not recognized impairment losses related to the receivables from these contracts during the nine months ended September 30, 2023 and 2022.

 

Additionally, we recognized revenues of $900,204 and $1,292,984 during the nine months ended September 30, 2023 and 2022, respectively, related to the delivery of products to our customers. Each delivery is based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place, time, and price. We recognize revenue under the unique contract upon fulfillment of our performance obligations therein, typically limited to the delivery of product.

 

The Company also recognizes revenue from advanced royalty payments per the terms in its Manufacturing and Distribution Agreement with one if its distributors. The royalty to be received is calculated based on 8% of gross sales, with an annual minimum royalty paid upfront per calendar year for the term of the contract. There is a non-refundable $350,000 Minimum Royalty for FY2023 and a $150,000 annual operational fee (marketing and support). The Company recognizes the minimum royalty at the time of receipt. The annual $150,000 fee is recognized over one year.

 

Accounts Receivable

 

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount receivable to its net realizable value when needed. As of September 30, 2023, the Company has recorded an allowance for doubtful accounts of $39,438.

 

Investment in Securities

 

Our cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at September 30, 2023 and December 31, 2022. Because we owned less than 20% of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there was none during the periods presented.

 

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead. Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of indirect manufacturing costs to the manufacturing process.

 

When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers that require them to purchase their inventory items in the event they cancel their business with us.

 

 8 

 

From time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet component and total $65,440 (non-related-party) and $92,175 (related-party) as of September 30, 2023 and $40,440 (non-related-party) and $417,633 (related-party) as of December 31, 2022.

 

On most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product. The Company accrues those taxes on its balance sheet and expenses them per-unit basis as sold.

 

Inventory balances consisted of the following:

 

    September 30, 2023     December 31, 2022  
Finished goods   $ 789,007     $ 787,671  
Raw materials     85,251       28,343  
Total   $ 874,258     $ 816,014  

 

Fair Value of Financial Instruments

 

ASC 820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

 

Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

Accounts payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments. Derivative liabilities are measured using level 3 inputs.

 

  

Total Fair
Value at

September 30,
2023

   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $       1,024,075   $   $   $1,024,075 

 

   Total Fair
Value at
December 31,
2022
   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $1,004,837   $   $   $1,004,837 

 

 9 

 

Loss per Share

 

Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were approximately 216,834,000 and 106,038,000 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares for the nine months ended September 30, 2023 and 2022, respectively, due to the anti-dilutive effect these would have on net loss per share. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares but may do so in the future.

 

Recently Issued Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

NOTE 3 — GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. We had a working capital deficiency of $40,588,828 as of September 30, 2023, and a net loss from continuing operations of $814,303 for the nine months ended September 30, 2023. As of September 30, 2023, we had an accumulated deficit of $80,234,638. These conditions raise substantial doubt about our ability to continue as a going concern.

 

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

 

In the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses. We may experience a cash shortfall and be required to raise additional capital.

 

Historically, we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our shareholders and us.

 

NOTE 4 — PROPERTY AND EQUIPMENT

 

We incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies used in the manufacture of products.

 

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

 

   September 30, 2023   December 31, 2022   Useful Life (years)
Furniture and office equipment  $12,212   $3,798   5-10
Vehicles   18,672    18,672   3-7
Total   30,884    22,470    
Less: accumulated depreciation   (10,712)   (7,452)   
Property and equipment, net  $20,172   $15,018    

 

We recorded $3,260 and $2,857 of depreciation expense during the nine months ended September 30, 2023 and 2022.

 

 10 

 

NOTE 5 — RELATED-PARTY TRANSACTIONS

 

In 2007, we issued a 10% promissory note to a family member of our president in exchange for $300,000. The note was due on demand after May 2008. There were no repayments made during the periods presented. At September 30, 2023 and December 31, 2022, the principal amount owing on the note was $151,833 and $151,833, respectively. No demand for payment has been made.

 

On March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $315,000 ($105,000 each). Under the terms of these three $105,000 notes, we received total proceeds of $300,000 and agreed to repay the amount received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum. We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of September 30, 2023 and December 31, 2022, was $72,466 and $72,466, respectively. No demand for payment has been made.

 

There were $21,882 and $21,882 of short-term advances due to related parties as of September 30, 2023 and December 31, 2022, respectively.

 

We have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer. The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price of $0.10. Mr. Hawatmeh held outstanding options to purchase 30,000 shares of common stock as of September 30, 2023 and December 31, 2022. See Note 13–Stock Options and Warrants.

 

As of September 30, 2023 and December 31, 2022, we owed our president a total of $433,379 and $433,379, respectively, in unsecured advances. The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived by our president on these loans. These amounts are included in our liabilities from discontinued operations.

 

As of September 30, 2023 and December 31, 2022, we owed a total of $0 and $13,740, respectively, to a related party through trade payables incurred in the normal course of business. These amounts are shown as a separate related-party payable on the balance sheet as of each reporting date.

 

During the nine months ended September 30, 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $325,458. The related party is an entity controlled by our chief executive officer. All transactions were at a 2% markup over the related-party’s cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $672,614 and $744,709 during the periods ended September 30, 2023 and December 31, 2022, respectively.

 

NOTE 6 — OTHER ACCRUED LIABILITIES

 

Accrued tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”) and other tax entities.

 

Accrued liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Tax liabilities  $550,972   $548,811 
Other   1,686,951    1,530,441 
Total  $2,237,923   $2,079,252 

 

Other accrued liabilities as of September 30, 2023 and December 31, 2022, include a non-interest-bearing payable totaling $45,000 and $45,000, respectively, that is due on demand and customer deposits totaling $1,653,116 and $1,437,361, respectively.

 

 11 

 

Accrued payroll and compensation liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Director fees  $140,000   $135,000 
Bonus expenses   129,358    121,858 
Commissions   2,148    2,148 
Consulting   446,822    500,322 
Administrative payroll   4,309,965    4,035,508 
Total  $5,028,293   $4,794,836 

 

NOTE 7 — COMMITMENTS AND CONTINGENCIES

 

Litigation and Claims

 

Various vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our current liabilities, except where we believe collection or enforcement of the judgments is barred by the applicable statute of limitations, in which case the liabilities have been eliminated. We have not accrued any liability for claims or judgments that we have determined to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.

 

Playboy Enterprises, Inc.

 

Our affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012 asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment of $6.6 million to Playboy against Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the circuit court. We have accrued $17,205,599 as of September 30, 2023 and December 31, 2022, related to this judgment, which is included in liabilities in discontinued operations.

 

Delinquent Payroll Taxes, Interest, and Penalties

 

In November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest, and penalties, which required us to pay $500,000, remain current in our payment of taxes for five years, and forego claiming any net operating losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $1,455,767 waived by the Offer. In June 2013, we entered into a partial installment agreement to pay $768,526 in unpaid 2009 payroll taxes, which required us to pay the IRS 5% of cash deposits. The monthly payments were to continue until the account balances were paid in full or until the collection statute of limitation expired on October 6, 2020. We are currently in communication with the IRS regarding the statute of limitations on this settlement and appropriate next steps. The amounts of $517,684 and $517,684 were due as September 30, 2023 and December 31, 2022, respectively.

 

 12 

 

Employment Agreements

 

We engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively terminating the agreement. However, the amendment to his employment agreement in September 2017 reinstated Mr. Hawatmeh to his previous positions, with a salary in an amount to be determined. Among other things, the reinstated employment agreement: (a) grants options to purchase a minimum of 6,000 shares of our stock each year, with an exercise price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b) provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by our board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal to 5% of our earnings before interest, taxes, depreciation, and amortization for the applicable quarter; (ii) bonuses equal to 1% of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual bonus (payable quarterly) equal to 1% of our gross sales of all products, net of returns and allowances. On January 1, 2020, we resumed accruing wages for our chief executive officer. A total of $258,750 and $345,000 was accrued during the period ended September 30, 2023 and December 31, 2022, respectively.

 

We also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each year.

 

License Agreements

 

We have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.

 

NOTE 8 — NOTES PAYABLE

 

Notes payable consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Note payable to former service provider for past due account payable (current)  $90,000   $90,000 
Note payable for settlement of debt (long-term)   500,000    500,000 
Small Business Administration loan   136,727    143,000 
Total  $726,727   $733,000 

 

There is $353,302 and $300,165 of accrued interest due on these notes as of September 30, 2023 and December 31, 2022, respectively.

 

NOTE 9 — CONVERTIBLE DEBENTURES

 

Convertible debentures consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022  $200,000   $200,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on February 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on December 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on April 30, 2027   2,390,528    2,390,528 
Subtotal  $2,665,528   $2,665,528 
Less: discounts   (361,383)   (432,934)
Total  $2,304,145   $2,232,594 
Less: current portion   (264,284)   (264,284)
Long-term portion  $2,039,861   $1,968,310 

 

 13 

 

The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or the lowest bid price for the 20 trading days prior to conversion.

 

As of September 30, 2023 and December 31, 2022, we had accrued interest on the convertible debentures totaling $1,887,997 and $1,788,318, respectively.

 

NOTE 10 — DERIVATIVE LIABILITIES

 

As discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $2,665,528 with the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser of $100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change. We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo simulation as of September 30, 2023, using the following assumptions:

 

Volatility   104.8% - 120.7%
Risk-free rates   4.77% - 5.06%
Stock price  $0.022 
Remaining life   0.25- 3.58 years 

 

The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $19,238 and $35,105 during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the fair market value of the derivatives aggregated $1,024,075 and $1,004,837, respectively.

 

NOTE 11 — STOCK OPTIONS AND WARRANTS

 

Stock Incentive Plans

 

During the nine months ended September 30, 2023, 8,000 options previously granted to employees expired. During the same period we granted those same employees 8,000 new options to purchase shares of common stock. The value of the options is nominal; therefore there is no current impact to the financial statements.

 

As of September 30, 2023 and December 31, 2022, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end that would be recognized in subsequent periods.

 

As of September 30, 2023 and December 31, 2022, there were 40,000 options issued and vested with a weighted average exercise price of $0.03 and a weighted average remaining life of 1.68 years. Outstanding options as of September 30, 2023, consisted of:

 

Exercise Price   Count   Average Exercise   Remaining Life   Exercisable 
$0.01    32,000    0.01    2.23    32,000 
$0.10    8,000    0.10    4.50    8,000 
 Total    40,000    0.03    2.69    40,000 

 

 14 

 

NOTE 12—DISCONTINUED OPERATIONS

 

At October 21, 2016, we exited the beverage licensing and distribution business. The assets and liabilities associated with this business are displayed as assets and liabilities from discontinued operations as of September 30, 2023 and December 31, 2022. Additionally, the revenues and costs associated with this business are displayed as losses from discontinued operations.

 

Total assets and liabilities included in discontinued operations were as follows:

 

   September 30, 2023   December 31, 2022 
Assets from Discontinued Operations:          
Cash  $   $ 
Total assets from discontinued operations  $   $ 
           
Liabilities from Discontinued Operations:          
Accounts payable  $18,338,848   $18,338,848 
Accrued liabilities   589,380    589,380 
Accrued interest   1,597,941    1,483,157 
Accrued payroll and compensation expense   131,108    131,108 
Current maturities of long-term debt   239,085    239,085 
Related-party payable   1,776,250    1,776,250 
Short-term advances payable   2,784,773    2,784,773 
Total liabilities from discontinued operations  $25,457,385   $25,342,601 

 

Net loss from discontinued operations for the nine months ended September 30, 2023 and 2022, were comprised of the following components:

 

   2023   2022 
   Nine Months ended September 30, 
   2023   2022 
Other expense:          
Interest expense   (114,784)   (114,784)
Net loss from discontinued operations  $(114,784)  $(114,784)

 

NOTE 13 — SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the unaudited consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements.

 

 15 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our condensed consolidated unaudited financial statements and notes to our unaudited financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

 

Overview

 

Based on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products, including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more than 50 key, international markets.

 

Since 2021, we continue under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name.

 

Results of Operations for the Three Months Ended September 30, 2023, Compared to the Three Months Ended September 30, 2022

 

Sales and Cost of Sales

 

During the three months ended September 30, 2023 and 2022, we had net sales of $766,512 and $477,018, respectively, an increase of $289,494 or 60.7%. We had cost of sales of $112,094 and $170,108, respectively, for gross profit of $654,418 and $306,910, respectively. Revenues are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution agreement. The increase in revenue in the current period is due to additional income from the licensing of novelties in an international territory.

 

Operating Expenses

 

During the three months ended September 30, 2023 and 2022, employee costs were $149,100 and $139,750 respectively, an increase of $9,350 or 6.7%. Employee costs increased in the current period due to additional labor needed based on the current business level.

 

Selling, general, and administrative expenses (S,G&A”)were $505,169 and $293,891, respectively, an increase of $211,278 or 71.8%. The increase in S,G&A expenses period over period was the result of additional marketing spending to support the brand.

 

Other Expense

 

Other expenses during the three months ended September 30, 2023 and 2022, consisted of $192,487 and $179,342 of interest expense and a gain of $25,265 and a loss of $1,156 on derivative valuation, respectively.

 

Net Loss

 

Our net loss from continuing operations for the three months ended September 30, 2023, was $167,073 compared to $307,230 for the three months ended September 30, 2022, a decrease of $140,157. Our net loss decreased in the current period mainly due to the increase of our gross margin.

 

 16 

 

Results of Operations for the Nine Months Ended September 30, 2023, Compared to the Nine Months Ended September 30, 2022

 

Sales and Cost of Sales

 

During the nine months ended September 30, 2023 and 2022, we had net sales of $1,438,432 and $1,695,707, respectively, a decrease of $257,275 or 15.2%. We had cost of sales of $467,811 and $580,960, respectively, for gross profit of $970,621 and $1,114,746, respectively. Revenues are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution agreement. The decrease in revenue in the current period is due to a decrease in the sale of Vape products in California due to their ban on flavored tobacco in 2022.

 

Operating Expenses

 

During the nine months ended September 30, 2023 and 2022, employee costs were $422,902 and $406,751, respectively, an increase of $16,151 or 4%.

 

Selling, general, and administrative expenses were $794,362 and $987,662, respectively, a decrease of $193,300 or 19.6%. The decrease in S,G&A expenses period over period was the result of our efforts to control costs.

 

Other Expense

 

Other expenses during the nine months ended September 30, 2023 and 2022, consisted of $562,546 and $527,774 of interest expense and a loss of $19,238 and $35,105 on derivative valuation, respectively. We also recognized a gain on the forgiveness of debt of $13,000 and other income of $1,124, in the current period.

 

Net Loss

 

Our net loss from continuing operations for the nine months ended September 30, 2023, was $814,303 compared to $842,546 for the nine months ended September 30, 2022, a decrease of $28,243 or 3.4%.

 

 17 

 

Liquidity and Capital Resources

 

We have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was approximately $80 million at September 30, 2023. As of September 30, 2023, we had current assets of $1.8 million and current liabilities of approximately $42 million, resulting in a working capital deficit of approximately $42 million at September 30, 2023.

 

Operating Activities

 

During the nine months ended September 30, 2023, operations provided $33,008 of net cash, comprised of a loss of $929,087, noncash items totaling $195,833 consisting primarily of losses recognized from the changes in fair values of derivative liabilities and debt discount amortization, and changes in working capital totaling $766,262. During the nine months ended September 30, 2022, operations generated $168,030 of net cash, comprised of a loss from continuing operations of $931,863, noncash items totaling $243,194 consisting primarily of losses recognized from the changes in fair values of derivative liabilities and debt discount amortization, and changes in working capital totaling $971,483.

 

Investing Activities

 

During the nine months ended September 30, 2023, we used $8,414 for investing activities for the purchase of equipment. We had no investing activity in the prior period.

 

Financing Activities

 

During the nine months ended September 30, 2023, financing activities used $19,273 of cash, compared to using $132,952 of cash during the nine months ended September 30, 2022. Cash used in financing consisted of repayments of related-party loans.

 

Our Capital Resources and Anticipated Requirements

 

Our monthly operating costs are approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and capital expenditures. We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and operational streamlining. We have only recently begun to generate enough cash to sustain our day-to-day operations, and we expect to access external capital resources in the future to fund any new projects we may undertake. We cannot assure that we will be successful in obtaining such capital.

 

If we seek infusions of capital from investors, it is unlikely that we will be able to obtain additional debt financing. If we did incur additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

 

Our issuance of additional shares for equity or for conversion of debt could dilute the value of our common stock and existing stockholders’ positions.

 

Convertible Debentures and Note Payable

 

We currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity, with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal balance of $2.4 million, with accrued interest of $1.8 million as of September 30, 2023. We also have four additional convertible debentures with Tekfine with maturity dates ranging from December 8, 2022, until December 30, 2022, totaling $275,000, unless earlier converted. The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending on the instrument) or the lowest bid price for the 20 trading days prior to conversion.

 

As of September 30, 2023, there is $21,882 of short-term advances due to related parties. The advances are due on demand and included in current liabilities. No demand for payment has been made.

 

 18 

 

Going Concern

 

These interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we not be unable to continue as a going concern.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 – Summary of Significant Accounting Policies for discussion.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2023, to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods prescribed by U.S. Securities and Exchange Commission and that such information is accumulated and communicated to management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 19 

 

PART II—OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as a part of this report:

 

Exhibit

Number*

  Title of Document   Location
         
Item 31   Rule 13a-14(a)/15d-14(a) Certifications    
31.01   Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14   This filing.
         
Item 32   Section 1350 Certifications    
32.01   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   This filing.
         
Item 101   Interactive Data File    
101.INS   Inline XBRL Instance Document   This filing.
101.SCH   Inline XBRL Taxonomy Extension Schema   This filing.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase   This filing.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase   This filing.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase   This filing.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase   This filing.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)    

 

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the document’s sequence.
** The XBRL related information in Exhibit 101 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and will not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as is expressly set forth by specific reference in such filing or document.

 

 20 

 

SIGNATURE PAGE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CIRTRAN CORPORATION
   
Dated: November 20, 2023 By: /s/ Iehab Hawatmeh
    Iehab Hawatmeh, President
    Principal Executive and Financial Officer

 

 21 

 

 

 

Exhibit 31.01

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

I, Iehab Hawatmeh, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of CirTran Corporation;

 

2. Based on my knowledge, this 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 report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 20, 2023

 

/s/ Iehab Hawatmeh  
Iehab Hawatmeh  
Principal Executive Officer and Principal Financial Officer  

 

   

 

 

Exhibit 32.01

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of CirTran Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Iehab Hawatmeh, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Iehab Hawatmeh  
Iehab Hawatmeh  
Chief Executive Officer  
Chief Financial Officer  
November 20, 2023  

 

   

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-49654  
Entity Registrant Name CirTran Corporation  
Entity Central Index Key 0000813716  
Entity Tax Identification Number 68-0121636  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 6360 S Pecos Road  
Entity Address, Address Line Two Suite 8  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89120  
City Area Code (801)  
Local Phone Number 963-5112  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   4,945,417
v3.23.3
Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 23,402 $ 18,081
Inventory 874,258 816,014
Accounts receivable, net of allowance for doubtful accounts of $39,438 and $39,438, respectively 157,622 62,873
Other current assets 576,385 328,468
Total current assets 1,789,282 1,683,509
Investment in securities at cost 300,000 300,000
Right-of-use asset
Property and equipment, net of accumulated depreciation 20,172 15,018
Total assets 2,109,454 1,998,527
Current liabilities:    
Liabilities for product returns and credits 108,461
Accrued liabilities 2,237,923 2,079,252
Accrued payroll and compensation expense 5,028,293 4,794,836
Accrued interest, current portion 5,559,333 5,214,530
Convertible debenture, current portion, net of discounts 264,284 264,284
Derivative liability 1,024,075 1,004,837
Liabilities from discontinued operations 25,457,385 25,342,601
Total current liabilities: 42,378,110 41,390,374
Deferred tax liability 50,888 50,888
Note payable, net of current portion 636,727 656,000
Convertible debenture, net of current portion, net of discount 2,039,861 1,968,310
Total liabilities 45,105,586 44,065,572
Commitments and contingencies
Stockholders’ deficit:    
Common stock, par value $0.001; 100,000,000 shares authorized; 4,945,417 shares issued and outstanding 4,945 4,945
Additional paid-in capital 37,233,561 37,233,561
Accumulated deficit (80,234,638) (79,305,551)
Total stockholders’ deficit (42,996,132) (42,067,045)
Total liabilities and stockholders’ deficit 2,109,454 1,998,527
Nonrelated Party [Member]    
Current assets:    
Deposits on inventory 65,440 40,440
Current liabilities:    
Accounts payable Related party 2,345,979 2,323,917
Short-term advances payable 58,366 58,366
Note payable 90,000 90,000
Related Party [Member]    
Current assets:    
Deposits on inventory 92,175 417,633
Current liabilities:    
Accounts payable Related party 13,740
Short-term advances payable 21,882 21,882
Note payable $ 182,129 $ 182,129
v3.23.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 39,438 $ 39,438
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 4,945,417 4,945,417
Common stock, shares outstanding 4,945,417 4,945,417
v3.23.3
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net sales $ 766,512 $ 477,018 $ 1,438,432 $ 1,695,707
Cost of sales 112,094 170,108 467,811 580,961
Gross profit 654,418 306,910 970,621 1,114,746
Operating expenses        
Employee costs 149,100 139,751 422,902 406,751
Selling, general and administrative expenses 505,169 293,891 794,362 987,662
Total operating expenses 654,269 433,642 1,217,264 1,394,413
Income (loss) from operations 149 (126,732) (246,643) (279,667)
Other income (expense)        
Interest expense (192,487) (179,342) (562,546) (527,774)
Gain on forgiveness of debt 13,000
Gain (loss) on derivative valuation 25,265 (1,156) (19,238) (35,105)
Other income 1,124
Total other expense (167,222) (180,498) (567,660) (562,879)
Net loss from continuing operations (167,073) (307,230) (814,303) (842,546)
Loss from discontinued operations (38,682) (38,682) (114,784) (114,784)
Net loss $ (205,755) $ (345,912) $ (929,087) $ (957,330)
Net loss from continuing operations per common share, basic $ (0.03) $ (0.06) $ (0.16) $ (0.17)
Net loss from continuing operations per common share, diluted (0.03) (0.06) (0.16) (0.17)
Net loss from discontinued operations per common share, basic (0.01) (0.01) (0.02) (0.02)
Net loss from discontinued operations per common share, diluted (0.01) (0.01) (0.02) (0.02)
Net loss per common share, basic (0.04) (0.07) (0.18) (0.19)
Net loss per common share, diluted $ (0.04) $ (0.07) $ (0.18) $ (0.19)
Basic weighted average common shares outstanding 4,945,417 4,945,417 4,945,417 4,945,417
Diluted weighted average common shares outstanding 4,945,417 4,945,417 4,945,417 4,945,417
v3.23.3
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 4,945 $ 37,233,561 $ (77,803,460) $ (40,564,954)
Balance, shares at Dec. 31, 2021 4,945,417      
Net loss (296,503) (296,503)
Balance at Mar. 31, 2022 $ 4,945 37,233,561 (78,099,963) (40,861,457)
Balance, shares at Mar. 31, 2022 4,945,417      
Balance at Dec. 31, 2021 $ 4,945 37,233,561 (77,803,460) (40,564,954)
Balance, shares at Dec. 31, 2021 4,945,417      
Net loss       (957,330)
Balance at Sep. 30, 2022 $ 4,945 37,233,561 (78,760,790) (41,522,284)
Balance, shares at Sep. 30, 2022 4,945,417      
Balance at Mar. 31, 2022 $ 4,945 37,233,561 (78,099,963) (40,861,457)
Balance, shares at Mar. 31, 2022 4,945,417      
Net loss (314,915) (314,915)
Balance at Jun. 30, 2022 $ 4,945 37,233,561 (78,414,878) (41,176,372)
Balance, shares at Jun. 30, 2022 4,945,417      
Net loss (345,912) (345,912)
Balance at Sep. 30, 2022 $ 4,945 37,233,561 (78,760,790) (41,522,284)
Balance, shares at Sep. 30, 2022 4,945,417      
Balance at Dec. 31, 2022 $ 4,945 37,233,561 (79,305,551) (42,067,045)
Balance, shares at Dec. 31, 2022 4,945,417      
Net loss (480,345) (480,345)
Balance at Mar. 31, 2023 $ 4,945 37,233,561 (79,785,896) (42,547,390)
Balance, shares at Mar. 31, 2023 4,945,417      
Balance at Dec. 31, 2022 $ 4,945 37,233,561 (79,305,551) (42,067,045)
Balance, shares at Dec. 31, 2022 4,945,417      
Net loss       (929,087)
Balance at Sep. 30, 2023 $ 4,945 37,233,561 (80,234,638) (42,996,132)
Balance, shares at Sep. 30, 2023 4,945,417      
Balance at Mar. 31, 2023 $ 4,945 37,233,561 (79,785,896) (42,547,390)
Balance, shares at Mar. 31, 2023 4,945,417      
Net loss (242,987) (242,987)
Balance at Jun. 30, 2023 $ 4,945 37,233,561 (80,028,883) (42,790,377)
Balance, shares at Jun. 30, 2023 4,945,417      
Net loss (205,755) (205,755)
Balance at Sep. 30, 2023 $ 4,945 $ 37,233,561 $ (80,234,638) $ (42,996,132)
Balance, shares at Sep. 30, 2023 4,945,417      
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities    
Net loss $ (929,087) $ (957,330)
Adjustments to reconcile net income to net cash (used) provided by operating activities:    
Loss from discontinued operations 114,784 114,784
Depreciation expense 3,260 2,857
Loss on derivative valuation 19,238 35,105
Debt discount amortization 71,551 68,157
Gain on forgiveness of debt (13,000)
Amortization of right-of-use asset to rent expense 22,291
Changes in operating assets and liabilities:    
Inventory (58,244) (189,740)
Deposits on inventory (25,000) (33,641)
Deposits on inventory - related party 325,458 (185,555)
Accounts receivable (94,749) 128,943
Other current assets (247,917) 40
Accounts payable 21,323 112,892
Liabilities for product returns and credits 108,461
Accrued liabilities 158,670 608,019
Payments for lease liability (22,291)
Accrued payroll and compensation 233,457 193,310
Accrued interest 344,803 270,189
Net cash provided by operating activities 33,008 168,030
Cash flows from investing activities:    
Purchase of property and equipment (8,414)
Net Cash used in investing activities (8,414)
Cash flows from financing activities:    
Proceeds from loans payable 65,925
Proceeds from related-party loans 13,858 6,930
Repayments of related-party loans (99,056) (139,883)
Net Cash used in financing activities (19,273) (132,953)
Net change in cash 5,321 35,077
Cash, beginning of period 18,081 5,472
Cash, end of period 23,402 40,549
Supplemental disclosure of cash flow information:    
Cash paid for interest
Cash paid for income taxes
v3.23.3
ORGANIZATION AND NATURE OF OPERATIONS
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

 

In 1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah), acquired substantially all the assets and certain liabilities of Circuit Technology, Inc., founded by our president, Iehab Hawatmeh.

 

We, together with our majority-owned subsidiaries, manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. Since entering our 2019 five-year manufacturing and distribution agreement with an unrelated party, our efforts have been devoted to phase one of our development of all HUSTLER®-branded products, which led us to generating revenue during 2020 for the first time in several years.

 

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in our Form 10-K for the fiscal year ended December 31, 2022. In the opinion of our management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position, as of September 30, 2023, and the results of our operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the company and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran Asia, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

In preparing the financial statements in accordance with US GAAP, 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 Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.

 

 

Cash Equivalents

 

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 and December 31, 2022.

 

Revenue Recognition

 

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements. We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

 

During the nine months ended September 30, 2023 and 2022, we recognized revenue of $538,228 and $402,723, respectively, related to the performance obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset has been recorded for customer acquisition costs. We have not recognized impairment losses related to the receivables from these contracts during the nine months ended September 30, 2023 and 2022.

 

Additionally, we recognized revenues of $900,204 and $1,292,984 during the nine months ended September 30, 2023 and 2022, respectively, related to the delivery of products to our customers. Each delivery is based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place, time, and price. We recognize revenue under the unique contract upon fulfillment of our performance obligations therein, typically limited to the delivery of product.

 

The Company also recognizes revenue from advanced royalty payments per the terms in its Manufacturing and Distribution Agreement with one if its distributors. The royalty to be received is calculated based on 8% of gross sales, with an annual minimum royalty paid upfront per calendar year for the term of the contract. There is a non-refundable $350,000 Minimum Royalty for FY2023 and a $150,000 annual operational fee (marketing and support). The Company recognizes the minimum royalty at the time of receipt. The annual $150,000 fee is recognized over one year.

 

Accounts Receivable

 

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount receivable to its net realizable value when needed. As of September 30, 2023, the Company has recorded an allowance for doubtful accounts of $39,438.

 

Investment in Securities

 

Our cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at September 30, 2023 and December 31, 2022. Because we owned less than 20% of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there was none during the periods presented.

 

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead. Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of indirect manufacturing costs to the manufacturing process.

 

When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers that require them to purchase their inventory items in the event they cancel their business with us.

 

 

From time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet component and total $65,440 (non-related-party) and $92,175 (related-party) as of September 30, 2023 and $40,440 (non-related-party) and $417,633 (related-party) as of December 31, 2022.

 

On most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product. The Company accrues those taxes on its balance sheet and expenses them per-unit basis as sold.

 

Inventory balances consisted of the following:

 

    September 30, 2023     December 31, 2022  
Finished goods   $ 789,007     $ 787,671  
Raw materials     85,251       28,343  
Total   $ 874,258     $ 816,014  

 

Fair Value of Financial Instruments

 

ASC 820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

 

Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

Accounts payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments. Derivative liabilities are measured using level 3 inputs.

 

  

Total Fair
Value at

September 30,
2023

   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $       1,024,075   $   $   $1,024,075 

 

   Total Fair
Value at
December 31,
2022
   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $1,004,837   $   $   $1,004,837 

 

 

Loss per Share

 

Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were approximately 216,834,000 and 106,038,000 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares for the nine months ended September 30, 2023 and 2022, respectively, due to the anti-dilutive effect these would have on net loss per share. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares but may do so in the future.

 

Recently Issued Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

v3.23.3
GOING CONCERN
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3 — GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. We had a working capital deficiency of $40,588,828 as of September 30, 2023, and a net loss from continuing operations of $814,303 for the nine months ended September 30, 2023. As of September 30, 2023, we had an accumulated deficit of $80,234,638. These conditions raise substantial doubt about our ability to continue as a going concern.

 

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

 

In the coming year, our foreseeable cash requirements will relate to development of business operations and associated expenses. We may experience a cash shortfall and be required to raise additional capital.

 

Historically, we have mainly relied upon shareholder loans and advances to finance operations and growth. Management may raise additional capital by retaining net earnings, if any, or through future public or private offerings of our stock or loans from private investors, although we cannot assure that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our shareholders and us.

 

v3.23.3
PROPERTY AND EQUIPMENT
9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 — PROPERTY AND EQUIPMENT

 

We incur certain costs associated with the design and development of molds and dies for our contract-manufacturing segment. These costs are held as deposits on the balance sheet until the molds or dies are finished and ready for use. At that point, the costs are included as part of production equipment in property and equipment and are amortized over their useful lives. We hold title to all molds and dies used in the manufacture of products.

 

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

 

   September 30, 2023   December 31, 2022   Useful Life (years)
Furniture and office equipment  $12,212   $3,798   5-10
Vehicles   18,672    18,672   3-7
Total   30,884    22,470    
Less: accumulated depreciation   (10,712)   (7,452)   
Property and equipment, net  $20,172   $15,018    

 

We recorded $3,260 and $2,857 of depreciation expense during the nine months ended September 30, 2023 and 2022.

 

 

v3.23.3
RELATED-PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS

NOTE 5 — RELATED-PARTY TRANSACTIONS

 

In 2007, we issued a 10% promissory note to a family member of our president in exchange for $300,000. The note was due on demand after May 2008. There were no repayments made during the periods presented. At September 30, 2023 and December 31, 2022, the principal amount owing on the note was $151,833 and $151,833, respectively. No demand for payment has been made.

 

On March 31, 2008, we issued to this same family member, along with two other company shareholders, promissory notes totaling $315,000 ($105,000 each). Under the terms of these three $105,000 notes, we received total proceeds of $300,000 and agreed to repay the amount received plus a 5% borrowing fee. The notes were due April 30, 2008, after which they were due on demand, with interest accruing at 12% per annum. We made no payments towards the outstanding notes during the periods presented. The principal balance owing on the notes as of September 30, 2023 and December 31, 2022, was $72,466 and $72,466, respectively. No demand for payment has been made.

 

There were $21,882 and $21,882 of short-term advances due to related parties as of September 30, 2023 and December 31, 2022, respectively.

 

We have agreed to issue stock options to Iehab Hawatmeh, our president, as compensation for services provided as our chief executive officer. The terms of his employment agreement require us to grant options to purchase 6,000 shares of our stock each year, with an exercise price of $0.10. Mr. Hawatmeh held outstanding options to purchase 30,000 shares of common stock as of September 30, 2023 and December 31, 2022. See Note 13–Stock Options and Warrants.

 

As of September 30, 2023 and December 31, 2022, we owed our president a total of $433,379 and $433,379, respectively, in unsecured advances. The advances and short-term bridge loans were approved by our board of directors under a 5% borrowing fee. The borrowing fees were waived by our president on these loans. These amounts are included in our liabilities from discontinued operations.

 

As of September 30, 2023 and December 31, 2022, we owed a total of $0 and $13,740, respectively, to a related party through trade payables incurred in the normal course of business. These amounts are shown as a separate related-party payable on the balance sheet as of each reporting date.

 

During the nine months ended September 30, 2023, we had a net decrease in deposits with a related-party inventory supplier totaling $325,458. The related party is an entity controlled by our chief executive officer. All transactions were at a 2% markup over the related-party’s cost paid for inventory in arm’s-length transactions. Total inventory purchases from the related party were $672,614 and $744,709 during the periods ended September 30, 2023 and December 31, 2022, respectively.

 

v3.23.3
OTHER ACCRUED LIABILITIES
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
OTHER ACCRUED LIABILITIES

NOTE 6 — OTHER ACCRUED LIABILITIES

 

Accrued tax liabilities consist of delinquent payroll taxes, interest, and penalties owed by us to the Internal Revenue Service (“IRS”) and other tax entities.

 

Accrued liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Tax liabilities  $550,972   $548,811 
Other   1,686,951    1,530,441 
Total  $2,237,923   $2,079,252 

 

Other accrued liabilities as of September 30, 2023 and December 31, 2022, include a non-interest-bearing payable totaling $45,000 and $45,000, respectively, that is due on demand and customer deposits totaling $1,653,116 and $1,437,361, respectively.

 

 

Accrued payroll and compensation liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Director fees  $140,000   $135,000 
Bonus expenses   129,358    121,858 
Commissions   2,148    2,148 
Consulting   446,822    500,322 
Administrative payroll   4,309,965    4,035,508 
Total  $5,028,293   $4,794,836 

 

v3.23.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 — COMMITMENTS AND CONTINGENCIES

 

Litigation and Claims

 

Various vendors, service providers, and others have asserted legal claims in previous years. These creditors generally are not actively seeking collection of amounts due to them, and we have determined that the probability of realizing any loss on these claims is remote and will seek to compromise and settle at a deep discount any of such claims that are asserted for collection. These amounts are included in our current liabilities, except where we believe collection or enforcement of the judgments is barred by the applicable statute of limitations, in which case the liabilities have been eliminated. We have not accrued any liability for claims or judgments that we have determined to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.

 

Playboy Enterprises, Inc.

 

Our affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012 asserting numerous claims, including breach of contract and tortious interference. Playboy responded with a counterclaim of breach of contract and trademark infringement. After proceedings in October 2016, the court awarded a judgment of $6.6 million to Playboy against Play Beverages and CirTran Beverage Corp., our subsidiary. The court denied our motion for a new trial and awarded Playboy treble patent infringement damages and attorney’s fees. We filed a notice of appeal in July 2017 and again in March 2018. Playboy has initiated collection efforts but has recovered no funds. In September 2018, the appellate court affirmed the judgment of the circuit court. We have accrued $17,205,599 as of September 30, 2023 and December 31, 2022, related to this judgment, which is included in liabilities in discontinued operations.

 

Delinquent Payroll Taxes, Interest, and Penalties

 

In November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest, and penalties, which required us to pay $500,000, remain current in our payment of taxes for five years, and forego claiming any net operating losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $1,455,767 waived by the Offer. In June 2013, we entered into a partial installment agreement to pay $768,526 in unpaid 2009 payroll taxes, which required us to pay the IRS 5% of cash deposits. The monthly payments were to continue until the account balances were paid in full or until the collection statute of limitation expired on October 6, 2020. We are currently in communication with the IRS regarding the statute of limitations on this settlement and appropriate next steps. The amounts of $517,684 and $517,684 were due as September 30, 2023 and December 31, 2022, respectively.

 

 

Employment Agreements

 

We engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended in September 2017. In July 2017, Mr. Hawatmeh had resigned all positions with us to pursue other business activities, thereby effectively terminating the agreement. However, the amendment to his employment agreement in September 2017 reinstated Mr. Hawatmeh to his previous positions, with a salary in an amount to be determined. Among other things, the reinstated employment agreement: (a) grants options to purchase a minimum of 6,000 shares of our stock each year, with an exercise price equal to the market price of our common stock as of the grant date, for the maximum term allowed under our stock option plan; (b) provides for health insurance coverage, cell phone, car allowance, life insurance, and director and officer liability insurance, as well as any other bonus approved by our board; and (c) includes additional incentive compensation as follows: (i) a quarterly bonus equal to 5% of our earnings before interest, taxes, depreciation, and amortization for the applicable quarter; (ii) bonuses equal to 1% of the net purchase price of any acquisitions we complete that are directly generated and arranged by Mr. Hawatmeh; and (iii) an annual bonus (payable quarterly) equal to 1% of our gross sales of all products, net of returns and allowances. On January 1, 2020, we resumed accruing wages for our chief executive officer. A total of $258,750 and $345,000 was accrued during the period ended September 30, 2023 and December 31, 2022, respectively.

 

We also have an oral agreement with our other director that requires us to issue options to purchase 2,000 shares of our common stock each year.

 

License Agreements

 

We have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products. Fees are based on a percentage of sales and remitted quarterly and are included in cost of sales for financial reporting purposes.

 

v3.23.3
NOTES PAYABLE
9 Months Ended
Sep. 30, 2023
Notes Payable  
NOTES PAYABLE

NOTE 8 — NOTES PAYABLE

 

Notes payable consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Note payable to former service provider for past due account payable (current)  $90,000   $90,000 
Note payable for settlement of debt (long-term)   500,000    500,000 
Small Business Administration loan   136,727    143,000 
Total  $726,727   $733,000 

 

There is $353,302 and $300,165 of accrued interest due on these notes as of September 30, 2023 and December 31, 2022, respectively.

 

v3.23.3
CONVERTIBLE DEBENTURES
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE DEBENTURES

NOTE 9 — CONVERTIBLE DEBENTURES

 

Convertible debentures consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022  $200,000   $200,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on February 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on December 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on April 30, 2027   2,390,528    2,390,528 
Subtotal  $2,665,528   $2,665,528 
Less: discounts   (361,383)   (432,934)
Total  $2,304,145   $2,232,594 
Less: current portion   (264,284)   (264,284)
Long-term portion  $2,039,861   $1,968,310 

 

 

The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or the lowest bid price for the 20 trading days prior to conversion.

 

As of September 30, 2023 and December 31, 2022, we had accrued interest on the convertible debentures totaling $1,887,997 and $1,788,318, respectively.

 

v3.23.3
DERIVATIVE LIABILITIES
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITIES

NOTE 10 — DERIVATIVE LIABILITIES

 

As discussed in Note 9—Convertible Debentures, we have entered into five separate agreements to borrow a total of $2,665,528 with the outstanding principal and interest being convertible at the holder’s option into common stock of the company at the lesser of $100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in our balance sheet. We measure these instruments at their estimated fair value and recognize changes in their estimated fair value in results of operations during the period of change. We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo simulation as of September 30, 2023, using the following assumptions:

 

Volatility   104.8% - 120.7%
Risk-free rates   4.77% - 5.06%
Stock price  $0.022 
Remaining life   0.25- 3.58 years 

 

The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $19,238 and $35,105 during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the fair market value of the derivatives aggregated $1,024,075 and $1,004,837, respectively.

 

v3.23.3
STOCK OPTIONS AND WARRANTS
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
STOCK OPTIONS AND WARRANTS

NOTE 11 — STOCK OPTIONS AND WARRANTS

 

Stock Incentive Plans

 

During the nine months ended September 30, 2023, 8,000 options previously granted to employees expired. During the same period we granted those same employees 8,000 new options to purchase shares of common stock. The value of the options is nominal; therefore there is no current impact to the financial statements.

 

As of September 30, 2023 and December 31, 2022, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end that would be recognized in subsequent periods.

 

As of September 30, 2023 and December 31, 2022, there were 40,000 options issued and vested with a weighted average exercise price of $0.03 and a weighted average remaining life of 1.68 years. Outstanding options as of September 30, 2023, consisted of:

 

Exercise Price   Count   Average Exercise   Remaining Life   Exercisable 
$0.01    32,000    0.01    2.23    32,000 
$0.10    8,000    0.10    4.50    8,000 
 Total    40,000    0.03    2.69    40,000 

 

 

v3.23.3
DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

NOTE 12—DISCONTINUED OPERATIONS

 

At October 21, 2016, we exited the beverage licensing and distribution business. The assets and liabilities associated with this business are displayed as assets and liabilities from discontinued operations as of September 30, 2023 and December 31, 2022. Additionally, the revenues and costs associated with this business are displayed as losses from discontinued operations.

 

Total assets and liabilities included in discontinued operations were as follows:

 

   September 30, 2023   December 31, 2022 
Assets from Discontinued Operations:          
Cash  $   $ 
Total assets from discontinued operations  $   $ 
           
Liabilities from Discontinued Operations:          
Accounts payable  $18,338,848   $18,338,848 
Accrued liabilities   589,380    589,380 
Accrued interest   1,597,941    1,483,157 
Accrued payroll and compensation expense   131,108    131,108 
Current maturities of long-term debt   239,085    239,085 
Related-party payable   1,776,250    1,776,250 
Short-term advances payable   2,784,773    2,784,773 
Total liabilities from discontinued operations  $25,457,385   $25,342,601 

 

Net loss from discontinued operations for the nine months ended September 30, 2023 and 2022, were comprised of the following components:

 

   2023   2022 
   Nine Months ended September 30, 
   2023   2022 
Other expense:          
Interest expense   (114,784)   (114,784)
Net loss from discontinued operations  $(114,784)  $(114,784)

 

v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 — SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the unaudited consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements.

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in our Form 10-K for the fiscal year ended December 31, 2022. In the opinion of our management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position, as of September 30, 2023, and the results of our operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

 

Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of the company and our wholly owned subsidiaries: CirTran Products Corp., LBC Products, Inc., and CirTran Asia, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

In preparing the financial statements in accordance with US GAAP, 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 Credit Risk

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.

 

 

Cash Equivalents

Cash Equivalents

 

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 and December 31, 2022.

 

Revenue Recognition

Revenue Recognition

 

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for revenue recognition. Adoption of ASC 606 did not have a significant impact on our financial statements. We generate revenue by providing product design services and through the sales of tangible product. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services. We determine the transaction price associated with each deliverable based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

 

During the nine months ended September 30, 2023 and 2022, we recognized revenue of $538,228 and $402,723, respectively, related to the performance obligations under product development service agreements with customers. These contracts are long term in nature and revenue is recognized at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones: namely, product design, packaging, branding display, and prototypes. There were no costs to obtain the contracts identified, and therefore, no asset has been recorded for customer acquisition costs. We have not recognized impairment losses related to the receivables from these contracts during the nine months ended September 30, 2023 and 2022.

 

Additionally, we recognized revenues of $900,204 and $1,292,984 during the nine months ended September 30, 2023 and 2022, respectively, related to the delivery of products to our customers. Each delivery is based on the unique contract with the customer, which is a stand-alone contract that we retain the right to accept or reject. Upon acceptance, we oblige delivery of such product to the customer at an agreed-upon place, time, and price. We recognize revenue under the unique contract upon fulfillment of our performance obligations therein, typically limited to the delivery of product.

 

The Company also recognizes revenue from advanced royalty payments per the terms in its Manufacturing and Distribution Agreement with one if its distributors. The royalty to be received is calculated based on 8% of gross sales, with an annual minimum royalty paid upfront per calendar year for the term of the contract. There is a non-refundable $350,000 Minimum Royalty for FY2023 and a $150,000 annual operational fee (marketing and support). The Company recognizes the minimum royalty at the time of receipt. The annual $150,000 fee is recognized over one year.

 

Accounts Receivable

Accounts Receivable

 

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount receivable to its net realizable value when needed. As of September 30, 2023, the Company has recorded an allowance for doubtful accounts of $39,438.

 

Investment in Securities

Investment in Securities

 

Our cost-method investment consists of an investment in a private digital multi-media technology company that totaled $300,000 at September 30, 2023 and December 31, 2022. Because we owned less than 20% of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using the cost method. We evaluated the investment for impairment and determined there was none during the periods presented.

 

Inventories

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost on manufactured inventories includes labor, material, and overhead. Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory. Indirect overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of indirect manufacturing costs to the manufacturing process.

 

When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. We will seek agreements with manufacturing customers that require them to purchase their inventory items in the event they cancel their business with us.

 

 

From time to time, we will place deposits on inventory to be delivered in the future. These deposits are carried as a separate balance sheet component and total $65,440 (non-related-party) and $92,175 (related-party) as of September 30, 2023 and $40,440 (non-related-party) and $417,633 (related-party) as of December 31, 2022.

 

On most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product. The Company accrues those taxes on its balance sheet and expenses them per-unit basis as sold.

 

Inventory balances consisted of the following:

 

    September 30, 2023     December 31, 2022  
Finished goods   $ 789,007     $ 787,671  
Raw materials     85,251       28,343  
Total   $ 874,258     $ 816,014  

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

ASC 820-10-15, Fair Value Measurement-Overall-Scope and Scope Exceptions, defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

 

Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

Accounts payable and related-party payables have fair values that approximate the carrying value due to the short-term nature of these instruments. Derivative liabilities are measured using level 3 inputs.

 

  

Total Fair
Value at

September 30,
2023

   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $       1,024,075   $   $   $1,024,075 

 

   Total Fair
Value at
December 31,
2022
   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $1,004,837   $   $   $1,004,837 

 

 

Loss per Share

Loss per Share

 

Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is similarly calculated, except that the weighted-average number of common shares outstanding would include common shares that may be issued subject to existing rights with dilutive potential when applicable. There were approximately 216,834,000 and 106,038,000 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded in dilutive outstanding shares for the nine months ended September 30, 2023 and 2022, respectively, due to the anti-dilutive effect these would have on net loss per share. We do not currently have adequate authorized but unissued shares to satisfy our obligations should all instruments eligible to convert to common stock be exercised. We are not currently contemplating an increase in our authorized shares but may do so in the future.

 

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on our financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF INVENTORY

Inventory balances consisted of the following:

 

    September 30, 2023     December 31, 2022  
Finished goods   $ 789,007     $ 787,671  
Raw materials     85,251       28,343  
Total   $ 874,258     $ 816,014  
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUED MEASURED ON RECURRING BASIS

 

  

Total Fair
Value at

September 30,
2023

   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $       1,024,075   $   $   $1,024,075 

 

   Total Fair
Value at
December 31,
2022
   Quoted prices
in active
markets
(Level 1)
   Significant
other
observable
inputs (Level 2)
   Significant
unobservable
inputs (Level 3)
 
Derivative liabilities  $1,004,837   $   $   $1,004,837 
v3.23.3
PROPERTY AND EQUIPMENT (Tables)
9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES

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

 

   September 30, 2023   December 31, 2022   Useful Life (years)
Furniture and office equipment  $12,212   $3,798   5-10
Vehicles   18,672    18,672   3-7
Total   30,884    22,470    
Less: accumulated depreciation   (10,712)   (7,452)   
Property and equipment, net  $20,172   $15,018    
v3.23.3
OTHER ACCRUED LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES

Accrued liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Tax liabilities  $550,972   $548,811 
Other   1,686,951    1,530,441 
Total  $2,237,923   $2,079,252 
SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES

Accrued payroll and compensation liabilities consist of the following:

 

   September 30,
2023
   December 31,
2022
 
         
Director fees  $140,000   $135,000 
Bonus expenses   129,358    121,858 
Commissions   2,148    2,148 
Consulting   446,822    500,322 
Administrative payroll   4,309,965    4,035,508 
Total  $5,028,293   $4,794,836 
v3.23.3
NOTES PAYABLE (Tables)
9 Months Ended
Sep. 30, 2023
Notes Payable  
SCHEDULE OF NOTES PAYABLE

Notes payable consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Note payable to former service provider for past due account payable (current)  $90,000   $90,000 
Note payable for settlement of debt (long-term)   500,000    500,000 
Small Business Administration loan   136,727    143,000 
Total  $726,727   $733,000 
v3.23.3
CONVERTIBLE DEBENTURES (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF CONVERTIBLE DEBENTURES

Convertible debentures consisted of the following:

 

   September 30, 2023   December 31, 2022 
         
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022  $200,000   $200,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on February 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on May 30, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on December 8, 2022   25,000    25,000 
Convertible debenture, 5% stated interest rate, secured by all our assets, due on April 30, 2027   2,390,528    2,390,528 
Subtotal  $2,665,528   $2,665,528 
Less: discounts   (361,383)   (432,934)
Total  $2,304,145   $2,232,594 
Less: current portion   (264,284)   (264,284)
Long-term portion  $2,039,861   $1,968,310 
v3.23.3
DERIVATIVE LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

 

Volatility   104.8% - 120.7%
Risk-free rates   4.77% - 5.06%
Stock price  $0.022 
Remaining life   0.25- 3.58 years 
v3.23.3
STOCK OPTIONS AND WARRANTS (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
SCHEDULE OF STOCK OPTIONS OUTSTANDING

 

Exercise Price   Count   Average Exercise   Remaining Life   Exercisable 
$0.01    32,000    0.01    2.23    32,000 
$0.10    8,000    0.10    4.50    8,000 
 Total    40,000    0.03    2.69    40,000 
v3.23.3
DISCONTINUED OPERATIONS (Tables)
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF DISCONTINUED OPERATIONS

Total assets and liabilities included in discontinued operations were as follows:

 

   September 30, 2023   December 31, 2022 
Assets from Discontinued Operations:          
Cash  $   $ 
Total assets from discontinued operations  $   $ 
           
Liabilities from Discontinued Operations:          
Accounts payable  $18,338,848   $18,338,848 
Accrued liabilities   589,380    589,380 
Accrued interest   1,597,941    1,483,157 
Accrued payroll and compensation expense   131,108    131,108 
Current maturities of long-term debt   239,085    239,085 
Related-party payable   1,776,250    1,776,250 
Short-term advances payable   2,784,773    2,784,773 
Total liabilities from discontinued operations  $25,457,385   $25,342,601 

 

Net loss from discontinued operations for the nine months ended September 30, 2023 and 2022, were comprised of the following components:

 

   2023   2022 
   Nine Months ended September 30, 
   2023   2022 
Other expense:          
Interest expense   (114,784)   (114,784)
Net loss from discontinued operations  $(114,784)  $(114,784)
v3.23.3
SCHEDULE OF INVENTORY (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Finished goods $ 789,007 $ 787,671
Raw materials 85,251 28,343
Total $ 874,258 $ 816,014
v3.23.3
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUED MEASURED ON RECURRING BASIS (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities $ 1,024,075 $ 1,004,837
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities $ 1,024,075 $ 1,004,837
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Product Information [Line Items]      
Cash equivalents $ 0   $ 0
Percentage of royalty gross sales 8.00%    
Royalty expense $ 350,000    
Annual operational fee 150,000    
Annual fee 150,000    
Allowance for doubtful accounts receivable 39,438   39,438
Investment owned at cost $ 300,000   300,000
Potentially issuable common shares 216,834,000 106,038,000  
Nonrelated Party [Member]      
Product Information [Line Items]      
Deposits on inventory related party $ 65,440   40,440
Related Party [Member]      
Product Information [Line Items]      
Deposits on inventory related party $ 92,175   $ 417,633
Maximum [Member] | Digital Multi Media Technology [Member]      
Product Information [Line Items]      
Equity ownership percentage 20.00%    
Product Development Service [Member]      
Product Information [Line Items]      
Revenue recognized $ 538,228 $ 402,723  
Product Delivery to Customers [Member]      
Product Information [Line Items]      
Revenue recognized $ 900,204 $ 1,292,984  
v3.23.3
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Working capital deficiency $ 40,588,828   $ 40,588,828    
Net loss from continuing operations 167,073 $ 307,230 814,303 $ 842,546  
Accumulated deficit $ 80,234,638   $ 80,234,638   $ 79,305,551
v3.23.3
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total $ 30,884 $ 22,470
Less: accumulated depreciation (10,712) (7,452)
Property and equipment, net 20,172 15,018
Furniture and Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 12,212 3,798
Furniture and Office Equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life (years) 5 years  
Furniture and Office Equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life (years) 10 years  
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 18,672 $ 18,672
Vehicles [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life (years) 3 years  
Vehicles [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life (years) 7 years  
v3.23.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 3,260 $ 2,857
v3.23.3
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Mar. 31, 2008
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2007
Related Party Transaction [Line Items]          
Proceeds from related party debt   $ 13,858 $ 6,930    
Notes payable   $ 726,727   $ 733,000  
Number of options granted to purchase shares   2,000      
Inventory related party   $ 325,458      
Iehab Hawatmeh [Member]          
Related Party Transaction [Line Items]          
Related party transaction, rate   5.00%      
Iehab Hawatmeh [Member] | Employee Agreement [Member]          
Related Party Transaction [Line Items]          
Number of options granted to purchase shares   6,000      
Share issued price per share   $ 0.10      
Number of stock options outstanding   30,000   30,000  
Chief Executive Officer [Member]          
Related Party Transaction [Line Items]          
Inventory percentage   2.00%      
Inventory purchase related party   $ 672,614   $ 744,709  
Promissory Notes Payable [Member]          
Related Party Transaction [Line Items]          
Debt instrument interest rate 12.00%        
Principal amount   $ 72,466   72,466  
Notes payable $ 315,000        
proceeds from notes payable $ 300,000        
Related party transaction, rate 5.00%        
Promissory Notes Payable [Member] | Shareholder Two [Member]          
Related Party Transaction [Line Items]          
Notes payable $ 105,000        
Promissory Notes Payable [Member] | Shareholders Three [Member]          
Related Party Transaction [Line Items]          
Notes payable $ 105,000        
President [Member]          
Related Party Transaction [Line Items]          
Debt instrument interest rate         10.00%
Proceeds from related party debt         $ 300,000
Debt instrument, due date description   The note was due on demand after May 2008      
Principal amount   $ 151,833   151,833  
Related Party [Member]          
Related Party Transaction [Line Items]          
Due to related parties   21,882   21,882  
Accounts payable related party     13,740  
Related Party [Member] | Iehab Hawatmeh [Member]          
Related Party Transaction [Line Items]          
Due to related parties   $ 433,379   $ 433,379  
v3.23.3
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Tax liabilities $ 550,972 $ 548,811
Other 1,686,951 1,530,441
Total $ 2,237,923 $ 2,079,252
v3.23.3
SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Director fees $ 140,000 $ 135,000
Bonus expenses 129,358 121,858
Commissions 2,148 2,148
Consulting 446,822 500,322
Administrative payroll 4,309,965 4,035,508
Total $ 5,028,293 $ 4,794,836
v3.23.3
OTHER ACCRUED LIABILITIES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Other accrued liabilities $ 45,000 $ 45,000
Advance customer deposits $ 1,653,116 $ 1,437,361
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Sep. 30, 2017
Oct. 31, 2016
Jun. 30, 2013
Nov. 30, 2004
Sep. 30, 2023
Dec. 31, 2022
Loss Contingencies [Line Items]            
Number of options granted to purchase shares         2,000  
Employment Agreement [Member] | President and Chief Executive Officer [Member]            
Loss Contingencies [Line Items]            
Number of options granted to purchase shares 6,000          
Quarterly bonus as stated percentage of earnings before interest, taxes, depreciation and amortization for the applicable quarter 5.00%          
Bonus percentage of net purchase price of acquisitions completed 1.00%          
Annual bonus percentage of gross sales, net of returns and allowances 1.00%          
Accrued wages         $ 258,750 $ 345,000
Delinquent Payroll Taxes Interest and Penalties [Member]            
Loss Contingencies [Line Items]            
Payment for acceptance       $ 500,000    
Payment of tax term       5 years    
Amount of taxes waived       $ 1,455,767    
Accrued payroll taxes     $ 768,526      
Internal revenue service rate of cash deposit     5.00%      
Delinquent Payroll Taxes Interest and Penalties [Member] | Related Party [Member]            
Loss Contingencies [Line Items]            
Due to related party         517,684 517,684
Playboy Enterprises, Inc. [Member]            
Loss Contingencies [Line Items]            
Litigation settlement amount   $ 6,600,000        
Loss contingency accrual         $ 17,205,599 $ 17,205,599
v3.23.3
SCHEDULE OF NOTES PAYABLE (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Notes Payable    
Note payable to former service provider for past due account payable (current) $ 90,000 $ 90,000
Note payable for settlement of debt (long-term) 500,000 500,000
Small Business Administration loan 136,727 143,000
Total $ 726,727 $ 733,000
v3.23.3
NOTES PAYABLE (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Notes Payable [Member]    
Short-Term Debt [Line Items]    
Accrued interest $ 353,302 $ 300,165
v3.23.3
SCHEDULE OF CONVERTIBLE DEBENTURES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]    
Subtotal $ 2,665,528 $ 2,665,528
Less: discounts (361,383) (432,934)
Total 2,304,145 2,232,594
Less: current portion (264,284) (264,284)
Long-term portion 2,039,861 1,968,310
Convertible Debt One [Member]    
Short-Term Debt [Line Items]    
Subtotal 200,000 200,000
Convertible Debenture Two [Member]    
Short-Term Debt [Line Items]    
Subtotal 25,000 25,000
Convertible Debenture Three [Member]    
Short-Term Debt [Line Items]    
Subtotal 25,000 25,000
Convertible Debenture Four [Member]    
Short-Term Debt [Line Items]    
Subtotal 25,000 25,000
Convertible Debenture Five [Member]    
Short-Term Debt [Line Items]    
Subtotal $ 2,390,528 $ 2,390,528
v3.23.3
SCHEDULE OF CONVERTIBLE DEBENTURES (Details) (Parenthetical)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Convertible Debt One [Member]    
Short-Term Debt [Line Items]    
Convertible debenture, stated interest rate 5.00% 5.00%
Convertible debenture, maturity date May 30, 2022 May 30, 2022
Convertible Debenture Two [Member]    
Short-Term Debt [Line Items]    
Convertible debenture, stated interest rate 5.00% 5.00%
Convertible debenture, maturity date Feb. 08, 2022 Feb. 08, 2022
Convertible Debenture Three [Member]    
Short-Term Debt [Line Items]    
Convertible debenture, stated interest rate 5.00% 5.00%
Convertible debenture, maturity date May 30, 2022 May 30, 2022
Convertible Debenture Four [Member]    
Short-Term Debt [Line Items]    
Convertible debenture, stated interest rate 5.00% 5.00%
Convertible debenture, maturity date Dec. 08, 2022 Dec. 08, 2022
Convertible Debenture Five [Member]    
Short-Term Debt [Line Items]    
Convertible debenture, stated interest rate 5.00% 5.00%
Convertible debenture, maturity date Apr. 30, 2027 Apr. 30, 2027
v3.23.3
CONVERTIBLE DEBENTURES (Details Narrative)
9 Months Ended
Sep. 30, 2023
USD ($)
Integer
$ / shares
Dec. 31, 2022
USD ($)
Short-Term Debt [Line Items]    
Convertible stock price trigger | $ / shares $ 100  
Debt convertible, threshold trading days | Integer 20  
Convertible Debentures [Member]    
Short-Term Debt [Line Items]    
Accrued interest | $ $ 1,887,997 $ 1,788,318
v3.23.3
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details)
9 Months Ended
Sep. 30, 2023
Measurement Input, Price Volatility [Member] | Minimum [Member]  
Derivative [Line Items]  
Derivative liability, measurement input 104.8
Measurement Input, Price Volatility [Member] | Maximum [Member]  
Derivative [Line Items]  
Derivative liability, measurement input 120.7
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]  
Derivative [Line Items]  
Derivative liability, measurement input 4.77
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]  
Derivative [Line Items]  
Derivative liability, measurement input 5.06
Measurement Input, Share Price [Member]  
Derivative [Line Items]  
Derivative liability, measurement input 0.022
Measurement Input, Maturity [Member] | Minimum [Member]  
Derivative [Line Items]  
Derivative liability, remaining life 3 months
Measurement Input, Maturity [Member] | Maximum [Member]  
Derivative [Line Items]  
Derivative liability, remaining life 3 years 6 months 29 days
v3.23.3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Convertible debentures $ 2,665,528   $ 2,665,528
Terms of conversion feature description convertible at the holder’s option into common stock of the company at the lesser of $100 (notes one through four) or $0.10 (note five) or the lowest closing bid price in the prior 20 trading days    
Lowest bid price $ 100    
Fair value of derivative loss $ 19,238 $ 35,105  
Derivative liabilities current $ 1,024,075   $ 1,004,837
v3.23.3
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details)
9 Months Ended
Sep. 30, 2023
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Count 40,000
Average Exercise | $ / shares $ 0.03
Remaining Life 2 years 8 months 8 days
Exercisable 40,000
Exercise Price Range One [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price | $ / shares $ 0.01
Count 32,000
Average Exercise | $ / shares $ 0.01
Remaining Life 2 years 2 months 23 days
Exercisable 32,000
Exercise Price Range Two [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price | $ / shares $ 0.10
Count 8,000
Average Exercise | $ / shares $ 0.10
Remaining Life 4 years 6 months
Exercisable 8,000
v3.23.3
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Option to purchase shares 2,000  
Unrecognized compensation $ 0 $ 0
Options issued and vested 40,000 40,000
Weighted average exercise price $ 0.03 $ 0.03
Weighted average remaining life 1 year 8 months 4 days 1 year 8 months 4 days
Stock Incentive Plans [Member] | Employees [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Forfeitures 8,000  
Option to purchase shares 8,000  
v3.23.3
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Assets from Discontinued Operations:          
Cash    
Total assets from discontinued operations    
Liabilities from Discontinued Operations:          
Accounts payable 18,338,848   18,338,848   18,338,848
Accrued liabilities 589,380   589,380   589,380
Accrued interest 1,597,941   1,597,941   1,483,157
Accrued payroll and compensation expense 131,108   131,108   131,108
Current maturities of long-term debt 239,085   239,085   239,085
Related-party payable 1,776,250   1,776,250   1,776,250
Short-term advances payable 2,784,773   2,784,773   2,784,773
Total liabilities from discontinued operations 25,457,385   25,457,385   $ 25,342,601
Other expense:          
Interest expense     (114,784) $ (114,784)  
Net loss from discontinued operations $ (38,682) $ (38,682) $ (114,784) $ (114,784)  

CirTran (PK) (USOTC:CIRX)
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