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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 3)
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2008
[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____________ to ______________
Commission file number 33-13674-LA
CIRTRAN CORPORATION
(Name of small business issuer in its charter)
Nevada 68-0121636
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4125 South 6000 West, West Valley City, Utah 84128
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(Address of principal executive offices) (Zip Code)
(801) 963-5112
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(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, Par
Value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one.)
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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The issuer's revenues for its most recent fiscal year: $13,675,545.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold as of June 30, 2008, was $6,825,959.
As of April 10, 2009, the issuer had outstanding 1,492,378,417 shares of Common
Stock, par value $0.001.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
Documents incorporated by reference: None.
EXPLANATORY NOTE
We are filing this Amendment No. 3 on Form 10-K/A-2 (the "Amendment") to include
an appendix to one of the exhibits filed with the originally filed Annual Report
on Form 10-K. As noted in the exhibit list, portions of the agreement filed as
the appendix have been redacted pursuant to a request for confidential treatment
filed with the U.S. Securities and Exchange Commission in connection with the
filing of the Amendment. Other than Item 15, Exhibits and Financial Schedules,
no other Items or information presented in Amendment No. 1 (filed on April 16,
2009) have been updated or brought current.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Document
3.1 Articles of Incorporation (previously filed as Exhibit No. 2 to
our Current Report on Form 8-K, filed with the Commission on July
17, 2000, and incorporated herein by reference).
3.2 Bylaws (previously filed as Exhibit No. 3 to our Current Report on
Form 8-K, filed with the Commission on July 17, 2000, and
incorporated herein by reference).
10.1 Securities Purchase Agreement between CirTran Corporation and
Highgate House Funds, Ltd., dated as of May 26, 2005 (previously
filed as an exhibit to the Company's Current Report on Form 8-K,
filed with the Commission on June 3, 2005, and incorporated herein
by reference).
10.2 Form of 5 percent Convertible Debenture, due December 31, 2007,
issued by CirTran Corporation (previously filed as an exhibit to
the Company's Current Report on Form 8-K, filed with the
Commission on June 3, 2005, and incorporated herein by reference).
10.3 Investor Registration Rights Agreement between CirTran Corporation
and Highgate House Funds, Ltd., dated as of May 26, 2005
(previously filed as an exhibit to the Company's Current Report on
Form 8-K, filed with the Commission on June 3, 2005, and
incorporated herein by reference).
10.4 Security Agreement between CirTran Corporation and Highgate House
Funds, Ltd., dated as of May 26, 2005 (previously filed as an
exhibit to the Company's Current Report on Form 8-K, filed with
the Commission on June 3, 2005, and incorporated herein by
reference).
10.5 Escrow Agreement between CirTran Corporation, Highgate House
Funds, Ltd., and David Gonzalez dated as of May 26, 2005
(previously filed as an exhibit to the Company's Current Report on
Form 8-K, filed with the Commission on June 3, 2005, and
incorporated herein by reference).
10.6 Settlement Agreement and Mutual Release between CirTran
Corporation and Howard Salamon d/b/a/ Salamon Brothers, dated as
of February 10, 2006
10.7 Settlement Agreement by and among Sunborne XII, LLC, CirTran
Corporation, and others named therein, dated as of January 26,
2006
10.8 Employment Agreement with Richard Ferrone (previously filed as an
exhibit to a Current Report on Form 8-K filed with the Commission
on May 15, 2006, and incorporated here in by reference).
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10.9 Marketing and Distribution Agree between CirTran Corporation and
Harrington Business Development, Inc., dated as of October 24,
2005 (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-QSB filed with the Commission on May 19, 2006,
and incorporated here in by reference).
10.10 Amendment to Marketing and Distribution Agree between CirTran
Corporation and Harrington Business Development, Inc., dated as of
March 31, 2006 (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-QSB filed with the Commission on May
19, 2006, and incorporated here in by reference).
10.11 Amendment No. 1 to Investor Registration Rights Agreement, between
CirTran Corporation and Highgate House Funds, Ltd., dated as of
June 15, 2006.
10.12 Amendment No. 1 to Investor Registration Rights Agreement, between
CirTran Corporation and Cornell Capital Partners, LP, dated as of
June 15, 2006.
10.13 Assignment and Exclusive Services Agreement, dated as of April 1,
2006, by and among Diverse Talent Group, Inc., Christopher Nassif,
and Diverse Media Group Corp. (a wholly owned subsidiary of
CirTran Corporation).
10.14 Employment Agreement between Christopher Nassif and Diverse Media
Group Corp., dated as of April 1, 2006 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on June 2, 2006, and incorporated herein by reference).
10.15 Loan Agreement dated as of May 24, 2006, by and among Diverse
Talent Group, Inc., Christopher Nassif, and Diverse Media Group
Corp (previously filed as an exhibit to the Company's Current
Report on Form 8-K filed with the Commission on June 2, 2006, and
incorporated here in by reference).
10.16 Promissory Note, dated May 24, 2006 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on June 2, 2006, and incorporated here in by
reference).
10.17 Security Agreement, dated as of May 24, 2006, by and between
Diverse Talent Group, Inc., and Diverse Media Group Corp.
(previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Commission on June 2, 2006, and
incorporated here in by reference).
10.18 Fraudulent Transaction Guarantee, dated as of May 24, 2006
(previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Commission on June 2, 2006, and
incorporated here in by reference).
10.19 Securities Purchase Agreement between CirTran Corporation and
ANAHOP, Inc., dated as of May 24, 2006 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on May 30, 2006, and incorporated here in by
reference).
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10.20 Warrant for 10,000,000 shares of CirTran Common Stock, exercisable
at $0.15, issued to Albert Hagar (previously filed as an exhibit
to the Company's Current Report on Form 8-K filed with the
Commission on May 30, 2006, and incorporated here in by
reference).
10.21 Warrant for 5,000,000 shares of CirTran Common Stock, exercisable
at $0.15, issued to Fadi Nora (previously filed as an exhibit to
the Company's Current Report on Form 8-K filed with the Commission
on May 30, 2006, and incorporated here in by reference).
10.22 Warrant for 5,000,000 shares of CirTran Common Stock, exercisable
at $0.25, issued to Fadi Nora (previously filed as an exhibit to
the Company's Current Report on Form 8-K filed with the Commission
on May 30, 2006, and incorporated here in by reference).
10.23 Warrant for 10,000,000 shares of CirTran Common Stock, exercisable
at $0.50, issued to Albert Hagar (previously filed as an exhibit
to the Company's Current Report on Form 8-K filed with the
Commission on May 30, 2006, and incorporated here in by
reference).
10.24 Asset Purchase Agreement, dated as of June 6, 2006, by and between
Advanced Beauty Solutions, LLC, and CirTran Corporation
(previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Commission on June 13, 2006, and
incorporated here in by reference).
10.25 Securities Purchase Agreement between CirTran Corporation and
ANAHOP, Inc., dated as of June 30, 2006 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on July 6, 2006, and incorporated here in by
reference).
10.26 Warrant for 20,000,000 shares of CirTran Common Stock, exercisable
at $0.15, issued to Albert Hagar (previously filed as an exhibit
to the Company's Current Report on Form 8-K filed with the
Commission on July 6, 2006, and incorporated here in by
reference).
10.27 Warrant for 10,000,000 shares of CirTran Common Stock, exercisable
at $0.15, issued to Fadi Nora (previously filed as an exhibit to
the Company's Current Report on Form 8-K filed with the Commission
on July 6, 2006, and incorporated here in by reference).
10.28 Warrant for 10,000,000 shares of CirTran Common Stock, exercisable
at $0.25, issued to Fadi Nora (previously filed as an exhibit to
the Company's Current Report on Form 8-K filed with the Commission
on July 6, 2006, and incorporated here in by reference).
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10.29 Warrant for 23,000,000 shares of CirTran Common Stock, exercisable
at $0.50, issued to Albert Hagar (previously filed as an exhibit
to the Company's Current Report on Form 8-K filed with the
Commission on July 6, 2006, and incorporated here in by
reference).
10.30 Marketing and Distribution Agreement, dated as of April 24, 2006,
by and between Media Syndication Global, LLC, and CirTran
Corporation (previously filed as an exhibit to the Company's
Current Report on Form 8-K filed with the Commission on July 10,
2006, and incorporated here in by reference).
10.31 Lockdown Agreement by and between CirTran Corporation and Cornell
Capital Partners, LP, dated as of July 20, 2006 (previously filed
as an exhibit to the Company's Registration Statement on Form
SB-2/A (File No. 333-128549) filed with the Commission on July 27,
2006, and incorporated herein by reference).
10.32 Lockdown Agreement by and among CirTran Corporation and ANAHOP,
Inc., Albert Hagar, and Fadi Nora, dated as of July 20, 2006
(previously filed as an exhibit to the Company's Registration
Statement on Form SB-2/A (File No. 333-128549) filed with the
Commission on July 27, 2006, and incorporated herein by
reference).
10.33 Talent Agreement between CirTran Corporation and Holyfield
Management, Inc., dated as of March 8, 2006 (previously filed as
an exhibit to the Company's Registration Statement on Form SB-2/A
(File No. 333-128549) filed with the Commission on July 27, 2006,
and incorporated herein by reference).
10.34 Amendment No. 2 to Investor Registration Rights Agreement, between
CirTran Corporation and Highgate House Funds, Ltd., dated as of
August 10, 2006 (filed as an exhibit to Registration Statement on
Form SB-2 (File No. 333-128549) and incorporated herein by
reference).
10.35 Amendment No. 2 to Investor Registration Rights Agreement, between
CirTran Corporation and Cornell Capital Partners, LP, dated as of
August 10, 2006 (filed as an exhibit to Registration Statement on
Form SB-2 (File No. 333-128549) and incorporated herein by
reference).
10.36 Amended Lock Down Agreement by and among the Company and ANAHOP,
Inc., Albert Hagar, and Fadi Nora, dated as of November 15, 2006
(filed as an exhibit to the Company's Quarterly Report for the
quarter ended September 30, 2006, filed with the Commission on
November 20, 2006, and incorporated herein by reference).
10.37 Amended Lock Down Agreement by and between the Company and Cornell
Capital Partners, L.P., dated as of October 30, 2006 (filed as an
exhibit to the Company's Quarterly Report for the quarter ended
September 30, 2006, filed with the Commission on November 20,
2006, and incorporated herein by reference).
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10.38 Amendment to Debenture and Registration Rights Agreement between
the Company and Cornell Capital Partners, L.P., dated as of
October 30, 2006 (filed as an exhibit to the Company's Quarterly
Report for the quarter ended September 30, 2006, filed with the
Commission on November 20, 2006, and incorporated herein by
reference).
10.39 Amendment Number 2 to Amended and Restated Investor Registration
Rights Agreement, between CirTran Corporation and Cornell Capital
Partners, LP, dated January 12, 2007 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on January 19, 2007, and incorporated here in by
reference).
10.40 Amendment Number 4 to Investor Registration Rights Agreement,
between CirTran Corporation and Cornell Capital Partners, LP,
dated January 12, 2007(previously filed as an exhibit to the
Company's Current Report on Form 8-K filed with the Commission on
January 19, 2007, and incorporated here in by reference).
10.41 Licensing and Marketing Agreement with Arrowhead Industries, Inc.
dated February 13, 2007 (previously filed as an exhibit to the
Company's Annual Report for the year ended December 31, 2006,
filed with the Commission on April 17, 2007, and incorporated
herein by reference).
10.42 Amendment to Employment Agreement for Iehab Hawatmeh, dated
January 1, 2007 (previously filed as an exhibit to the Company's
Annual Report for the year ended December 31, 2006, filed with the
Commission on April 17, 2007, and incorporated herein by
reference)
10.43 Amendment to Employment Agreement for Shaher Hawatmeh, dated
January 1, 2007 (previously filed as an exhibit to the Company's
Annual Report for the year ended December 31, 2006, filed with the
Commission on April 17, 2007, and incorporated herein by
reference)
10.44 Amendment to Employment Agreement for Trevor Siliba, dated January
1, 2007 (previously filed as an exhibit to the Company's Annual
Report for the year ended December 31, 2006, filed with the
Commission on April 17, 2007, and incorporated herein by
reference)
10.45 Amendment to Employment Agreement for Richard Ferrone dated
February 7, 2007 (previously filed as an exhibit to the Company's
Annual Report for the year ended December 31, 2006, filed with the
Commission on April 17, 2007, and incorporated herein by
reference).
10.46 Assignment and Exclusive Services Agreement with Global Marketing
Alliance, LLC, dated April 16, 2007 (previously filed as an
exhibit to the Company's' Current Report on Form 8-K filed with
the Commission on April 20, 2007, and incorporated herein by
reference).
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10.47 Employment Agreement for Mr. Sovatphone Ouk dated April 16, 2007
(previously filed as an exhibit to the Company's' Current Report
on Form 8-K filed with the Commission on April 20, 2007, and
incorporated herein by reference).
10.48 Triple Net Lease between CirTran Corporation and Don L. Buehner,
dated as of May 4, 2007 (previously filed as an exhibit to the
Company's' Current Report on Form 8-K filed with the Commission on
May 10, 2007, and incorporated herein by reference).
10.49 Commercial Real Estate Purchase Contract between Don L. Buehner
and PFE Properties, L.L.C., dated as of May 4, 2007 (previously
filed as an exhibit to the Company's' Current Report on Form 8-K
filed with the Commission on May 10, 2007, and incorporated herein
by reference).
10.50 Exclusive Manufacturing, Marketing, and Distribution Agreement,
dated as of May 25, 2007 (previously filed as an exhibit to the
Company's' Current Report on Form 8-K filed with the Commission on
June 1, 2007, and incorporated herein by reference).
10.51 Exclusive Manufacturing, Marketing, and Distribution Agreement,
with Full Moon Enterprises, Inc. dated as of June 8, 2007,
pertaining to the Ball Blaster(TM) (previously filed as an exhibit
to the Company's' Quarterly Report on Form 10-QSB filed with the
Commission on August 20, 2007, and incorporated herein by
reference).
10.52 Amended and Restated Exclusive Manufacturing, Marketing, and
Distribution Agreement, dated as of August 21, 2007 (previously
filed as an exhibit to the Company's Current Report on Form 8-K
filed with the Commission on September 24, 2007, and incorporated
herein by reference).
10.53 Exclusive Sales Distribution/Representative Agreement, dated as of
August 23, 2007 (previously filed as an exhibit to the Company's
Current Report on Form 8-K filed with the Commission on September
24, 2007, and incorporated herein by reference).
10.54 Settlement Agreement between CirTran Corporation and Trevor M.
Saliba, dated as of August 15, 2007 (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed with the
Commission on September 24, 2007, and incorporated herein by
reference).
10.55 Exclusive Manufacturing, Marketing and Distribution Agreement
between CirTran Corporation and Shaka Shoes, Inc., a Hawaii
corporation (previously filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Commission on February
11, 2008, and incorporated herein by reference).
10.56 Amendment Number 3 to Amended and Restated Investor Registration
Rights Agreement, between CirTran Corporation and YA Global
Investments, L.P. (previously filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Commission on February
12, 2008, and incorporated herein by reference).
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10.57 Amendment Number 6 to Investor Registration Rights Agreement,
between CirTran Corporation and YA Global Investments, L.P.
(previously filed as an exhibit to the Company's Current Report on
Form 8-K, filed with the Commission on February 12, 2008, and
incorporated herein by reference).
10.58 Agreement between and among CirTran Corporation, YA Global
Investments, L.P., and Highgate House Funds, LTD (previously filed
as an exhibit to the Company's Current Report on Form 8-K, filed
with the Commission on February 12, 2008, and incorporated herein
by reference).
10.59 Promissory Note (previously filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on March 5, 2008,
and incorporated herein by reference).
10.60 Form of Warrant (previously filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on March 5, 2008,
and incorporated herein by reference).
10.61 Subscription Agreement between the Company and Haya Enterprises,
LLC (previously filed as an exhibit to the Current Report on Form
8-K, filed with the Commission on March 5, 2008, and incorporated
herein by reference).
10.62 Promissory Note (previously filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on April 7, 2008,
and incorporated herein by reference).
10.63 Subscription Agreement (previously filed as an exhibit to the
Current Report on Form 8-K, filed with the Commission on April 7,
2008, and incorporated herein by reference).
10.64 Promissory Note (previously filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on May 1, 2008, and
incorporated herein by reference).
10.65 Agreement between and among CirTran Corporation, YA Global
Investments, L.P., and Highgate House Funds, LTD (previously filed
as an exhibit to the Current Report on Form 8-K, filed with the
Commission on October 15, 2008, and incorporated herein by
reference).
10.66 International Distribution Agreement between CirTran Corporation
and Factor Tequila SA de CV (previously filed as an exhibit to the
Current Report on Form 8-K, filed with the Commission on November
3, 2008, and incorporated herein by reference) (Portions of the
Agreement have been redacted pursuant to a request for
confidential treatment filed with the U.S. Securities and Exchange
Commission.)
10.67 International Distribution Agreement between CirTran Beverage
Corp. and Tobacco Holding Group Sh.p.k. (Portions of the Agreement
have been redacted pursuant to a request for confidential
treatment filed with the U.S. Securities and Exchange Commission.)
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10.68 Commercial Lease Agreement between CirTran Corporation and
Charlton Development Co. LLC (previously filed).
21 Subsidiaries of the Registrant
23 Consent of Hansen Barnett & Maxwell
31 Certification of President
32 Certification pursuant to 18 U.S.C. Section 1350 - President
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
CIRTRAN CORPORATION
Date: November 16, 2009 By: /s/ Iehab J. Hawatmeh,
-----------------------------------
Iehab J. Hawatmeh,
President, Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date: November 16, 2009 By: /s/ Iehab Hawatmeh
-----------------------------------
Iehab J. Hawatmeh,
President, Chief Financial Officer,
Principal Executive Officer,
Principal Financial
Officer and Director
Date: November 16, 2009 By: /s/ Fadi Nora
-----------------------------------
Fadi Nora
Director
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