-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KrP1UDAad4g/uQDkX0WajpCpZbngV2gtX8Npvpr21S9xFQ9EOAmbyjqaMshcOC26 RrCX20hA/XMvCDI2fwcQtw== 0001096906-06-000333.txt : 20060421 0001096906-06-000333.hdr.sgml : 20060421 20060420174454 ACCESSION NUMBER: 0001096906-06-000333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRTRAN CORP CENTRAL INDEX KEY: 0000813716 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 680121636 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49654 FILM NUMBER: 06770871 BUSINESS ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 BUSINESS PHONE: 8019635112 MAIL ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 FORMER COMPANY: FORMER CONFORMED NAME: VERMILLION VENTURES INC DATE OF NAME CHANGE: 20000502 8-K 1 cirtran8k041906.txt CIRTRAN CORPORATION FORM 8-K 04-19-2006 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2006 ---------------- CirTran Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada - -------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 0-26059 68-0121636 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 4125 South 6000 West, West Valley City, Utah 84128 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 801.963.5112 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 8.01. Other Events Corrective Press Releases Issued -------------------------------- On April 20, 2006, CirTran Corporation (the "Company"), issued two press releases to make certain corrections to press releases issued April 12 and April 17, 2006. All four press releases are attached hereto as exhibits. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. -------- 99.1 Press Release dated April 12, 2006 ("CirTran Celebrates 'Successful Conclusions' of Litigations, Now Set to File 10-KSB for Fiscal 2005 with SEC This Week") 99.2 Press Release dated April 17, 2006 ("CirTran Reports Record Sales, Strong Overall Improvement in 10-K Filing") 99.3 Press Release dated April 20, 2006 ("CirTran Corporation issues Correction to April 12, 2006, Press Release") 99.4 Press Release dated April 20, 2006 ("CirTran Corporation issues Correction to April 17, 2006, Press Release") SIGNATURES 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 Date: April 20, 2006 By: /s/ Iehab Hawatmeh ------------------------ ----------------------------------- Iehab J. Hawatmeh, President 2 - -------------------------------------------------------------------------------- EX-99.1 2 cirtran8k041906ex99-1.txt EXHIBIT 99.1 ================================================================================ Press Release Source: CirTran Corp. CirTran Celebrates 'Successful Conclusions' of Litigations, Now Set to File 10-KSB for Fiscal 2005 with SEC This Week Wednesday April 12, 8:30 am ET SALT LAKE CITY--(BUSINESS WIRE)--April 12, 2006--CirTran Corp. (OTCBB: CIRT - News), an international full-service contract manufacturer of IT, consumer and consumer electronics products, said today that it has settled all major litigation in which it was a defendant, clearing the way for the filing of Form 10-KSB for fiscal 2005 with the SEC later this week. Iehab J. Hawatmeh, CirTran's founder and president, said the litigations, which were detailed in the company's previous SEC filings, were settled for "far less than the original claims" against CirTran. "We celebrate the successful conclusion of these litigations and the settlements reached, which we believe to be very much in our favor," Hawatmeh said. "We were able to settle these cases with a total cash outlay of only $200,000 after originally having exposure of up to $4.25 million," he said. CirTan settled with Howard Salamon, a financial consultant who originally sued the company for $1.75 million -- 4 million restricted shares and 7 million warrants exercisable at $.05 per share. CirTran auditors valued the settlement at $450,000, and accrued that amount to fiscal year 2005. CirTran also settled with Sunborne, the owner of a building in Colorado Springs, Colo., to which CirTran expanded its operations in the late 1990s, for $200,000 in cash. Sunborne's claim originally ranged up to $2.5 million. Both settlements were reached in February of last month, but as previous obligations of CirTran, were accrued as of 2005 fiscal year end. "Now," Hawatmeh said, "we can move forward with our new business entities and continue to build CirTran with a clean slate in fiscal 2006." About CirTran Corp. Founded in 1993, CirTran Corp. (www.CirTran.com) is a premier international full-service contract manufacturer. Headquartered in Salt Lake City, its ISO 9001:2000-certified, non-captive 40,000-square-foot manufacturing facility is the largest in the Intermountain Region, providing "just-in-time" inventory management techniques designed to minimize an OEM's investment in component inventories, personnel and related facilities while reducing costs and ensuring speedy time-to-market. In 1998, CirTran acquired Racore Technology (www.racore.com), founded in 1983 and reorganized as Racore Technology Corp. in 1997. In 2004, it formed CirTran-Asia as a high-volume manufacturing arm and wholly owned subsidiary with its principal office in ShenZhen, China. CirTran-Asia operates in three primary business segments: high-volume electronics, fitness equipment and household products manufacturing, focusing on the multibillion-dollar direct response industry. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. All trademarks are properties of their respective owners. Contact: CirTran Corp. Trevor M. Saliba, 801-963-5112 trevor@cirtran.com or The Kaminer Group David A. Kaminer, 914-684-1934 (Press) dkaminer@kamgrp.com Source: CirTran Corp. - -------------------------------------------------------------------------------- EX-99.2 3 cirtran8k041906ex99-2.txt EXHIBIT 99.2 ================================================================================ Press Release Source: CirTran Corp. CirTran Reports Record Sales, Strong Overall Improvement in 10-K Filing Monday April 17, 7:30 am ET SALT LAKE CITY--(BUSINESS WIRE)--April 17, 2006--CirTran Corp. (OTCBB: CIRT - News), an international full-service contract manufacturer of IT, consumer and consumer electronics products, today filed Form 10-KSB for the year ended Dec. 31, 2005, reporting record sales and what its founder and president called "a strong overall improvement." CirTran reported net sales of $12,992,512, an increase of 46.6% as compared with $8,862,715 for fiscal 2004. The company also reported a 243% improvement in gross profit, growing to $6,248,288 from $1,818,781, while trimming losses by 20% to $527,708 from a loss of $658,322 in fiscal 2004. "CirTran showed a strong overall improvement in 2005, which would have been stronger still if not for resolutions of existing situations -- occurring after our Feb. 28, 2006, press release -- subsequently charged to fiscal 2005," said Iehab J. Hawatmeh, the company's founder and president. "In addition, our 10-K filing includes adherence to a new SEC interpretation concerning derivatives on convertible debentures, resulting in an additional non-cash expense charge against 2005," he said. "The interpretation was issued Dec. 1, 2005, thus CirTran did not have this information when issuing our last quarterly financials, nor did our auditors have it when conducting their reviews." As already announced by CirTran, two litigations settled in February were charged to fiscal 2005 as "previous obligations." In addition, the SEC's December 1 interpretation resulted in a non-cash charge of $826,124 for accretion expense when the $3.75 million convertible debenture issued to Highgate House Funds Ltd. last May was subsequently revalued. In addition, a derivative expense of $235,015 was charged to fiscal 2005 for the $1.5 million convertible issued to Cornell Capital in December. "This mandated bookkeeping took $1,205,431 from CirTran's net income for the fiscal year," Hawatmeh said, noting that the company's cash obligations totaled only $200,000. "If not for reporting the legal settlements against 2005 and the December 2005 new interpretation by the SEC, CirTran would have been on-target for its first profitable year ever," he said. Other major areas of financial growth for CirTran reported in the 10-K filing included: * a 447% improvement in EBITDA to $1,268,000 as compared with $231,710 reported for 2004; * a 154% improvement in total assets to $10,899,705 from $4,293,429 reported for 2004; and * a 161% improvement in stockholder equity to $1,377,848 from ($2,242,033) reported for 2004. Continued Growth by CirTran "In 2005, CirTran continued its growth in all areas of our business," Hawatmeh said. "Sales grew, we added products and divisions, and for the first time reported a profitable quarter followed by a second profitable quarter. If not for auditing decisions involving legal issues and a change in reporting requirements, our projection and goal of a profitable year would have been realized." About CirTran Corp. Founded in 1993, CirTran Corp. (www.CirTran.com) is a premier international full-service contract manufacturer. Headquartered in Salt Lake City, its ISO 9001:2000-certified, non-captive 40,000-square-foot manufacturing facility is the largest in the Intermountain Region, providing "just-in-time" inventory management techniques designed to minimize an OEM's investment in component inventories, personnel and related facilities while reducing costs and ensuring speedy time-to-market. In 1998, CirTran acquired Racore Technology (www.racore.com), founded in 1983 and reorganized as Racore Technology Corp. in 1997. In 2004, it formed CirTran-Asia as a high-volume manufacturing arm and wholly owned subsidiary with its principal office in ShenZhen, China. CirTran-Asia operates in three primary business segments: high-volume electronics, fitness equipment and household products manufacturing, focusing on the multibillion-dollar direct response industry. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. Contact: CirTran Corp. Trevor M. Saliba, 801-963-5112 trevor@cirtran.com or The Kaminer Group David A. Kaminer, 914-684-1934 (Press) dkaminer@kamgrp.com Source: CirTran Corp. - -------------------------------------------------------------------------------- EX-99.3 4 cirtran8k041906ex99-3.txt EXHIBIT 99.3 ================================================================================ For Immediate Release - --------------------- Company Contact: Press Contact: - ---------------- -------------- Trevor M. Saliba David A. Kaminer CirTran Corporation The Kaminer Group +(801) 963-5112 +(914) 684-1934 trevor@cirtran.com dkaminer@kamgrp.com Correcting and Replacing CirTran Celebrates 'Successful Conclusions' of Litigations, Now Set to File 10-KSB for Fiscal 2005 with SEC this Week Thursday, April 20, 2:59 PM ET SALT LAKE CITY--(BUSINESS WIRE)--April 20, 2006 --Please replace the release dated April 12, 2006 with the following corrected version due to multiple revisions. The corrected release reads: CirTran Corporation (OTC BB: CIRT), an international full-service contract manufacturer of IT, consumer and consumer electronics products, said today that it has settled all major litigation in which it was a defendant, clearing the way for the filing of Form 10-KSB for fiscal 2005 with the SEC later this week. Iehab J. Hawatmeh, CirTran's founder and president, said the litigation matters, which were detailed in the company's previous SEC filings, were settled for "far less than the original claims" against CirTran. "We celebrate the successful conclusion of these litigation matters and the settlements reached, which we believe to be very much in our favor," Mr. Hawatmeh said. "We were able to settle these cases with a total cash outlay of only $200,000 after originally having exposure of up to $4.25 million," he said. CirTan settled with Howard Salamon, a financial consultant who originally sued the company for $1.75 million - 4 million restricted shares and 7 million warrants exercisable at $.05 per share. CirTran initially valued the settlement at $105,000. As part of the annual audit, it was determined that no value had been attributed to the warrants and the correct value of the settlement should have been $450,000. The entire $450,000 was accrued to fiscal year 2005. CirTran also settled with Sunborne XII, LLC, a Colorado limited liability company and the owner of a building in Colorado Springs, Colorado, to which CirTran expanded its operations in the late 1990's, for $200,000 in cash. Sunborne's claim originally ranged up to $2.5 million. Both settlements were reached in February of last month, but as previous obligations of CirTran, were accrued as of 2005 fiscal year end. CirTran's subsidiary, CirTran Asia, will continue to proceed with its action against International Edge, Inc. and others, as discussed in CirTran's filings with the SEC. "Now," Mr. Hawatmeh said, "we can move forward with our new business entities and continue to build CirTran with a clean slate in fiscal 2006." About CirTran Corporation - ------------------------- Founded in 1993, CirTran Corporation (OTC BB: CIRT, www.CirTran.com) is a premier international full-service contract manufacturer. Headquartered in Salt Lake City, its ISO 9001:2000-certified, non-captive 40,000-square foot manufacturing facility is the largest in the Intermountain Region, providing "just-in-time" inventory management techniques designed to minimize an OEM's investment in component inventories, personnel and related facilities while reducing costs and ensuring speedy time-to-market. In 1998, CirTran acquired Racore Technology (www.racore.com), founded in 1983 and reorganized as Racore Technology Corporation in 1997. In 2004, it formed CirTran-Asia as a high-volume manufacturing arm and wholly-owned subsidiary with its principal office in ShenZhen, China. CirTran-Asia operates in three primary business segments: high-volume electronics, fitness equipment and household products manufacturing, focusing on the multi-billion dollar Direct Response Industry. Forward-looking Statements This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release, including those relating to anticipated performance of the Company and the litigation involving our Subsidiary, CirTran Asia, involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. Factors which could cause results to differ from those included in such forward-looking statements include our ability to perform under existing contracts, our ability to collect accounts receivable for existing contracts, our ability to generate additional business, determinations made by the court in connection with the litigation involving CirTran Asia, and other factors relating to our business, including those listed in the "Risk Factors" section of our Annual Report on Form 10-KSB for the year ended December 31, 2005, recently filed with the SEC. The Company expressly disclaims any obligation or intention to update any forward looking statement. All trademarks are properties of their respective owners. - -------------------------------------------------------------------------------- EX-99.4 5 cirtran8k041906ex99-4.txt EXHIBIT 99.4 ================================================================================ For Immediate Release - --------------------- Company Contact: Press Contact: - ---------------- -------------- Trevor M. Saliba David A. Kaminer CirTran Corporation The Kaminer Group +(801) 963-5112 +(914) 684-1934 trevor@cirtran.com dkaminer@kamgrp.com Correcting and Replacing CirTran Reports Record Sales, Strong Overall Improvement in 10-K Filing Thursday, April 20, 3:27 PM ET SALT LAKE CITY--(BUSINESS WIRE)--April 20, 2006 --Please replace the release dated April 17, 2006 with the following corrected version due to multiple revisions. The corrected release reads: CIRTRAN REPORTS RECORD SALES, STRONG OVERALL IMPROVEMENT IN 10-KSB FILING CirTran Corporation (OTC BB: CIRT), an international full-service contract manufacturer of IT, consumer and consumer electronics products, filed its Form 10-KSB for the year ended December 31, 2005, on April 17, 2006, reporting record sales and what its founder and president called "a strong overall improvement." CirTran reported net sales of $12,992,512, an increase of 46.6% as compared with $8,862,715 for fiscal 2004. The company also reported a 243% improvement in gross profit, growing to $6,248,288 from $1,818,781, while trimming losses by 20% to $527,708 from a loss of $658,322 in fiscal 2004. "CirTran showed a strong overall improvement in 2005, which would have been stronger still if not for resolutions of existing situations - occurring after our February 28, 2006 press release - subsequently charged to fiscal 2005 ," said Iehab J. Hawatmeh, the company's founder and president. "In addition, our 10-KSB filing includes the application of EITF 00-19 and SFAS 133 to our convertible debentures. These standards were addressed by the SEC in its December 1, 2005 version of "Current Accounting and Disclosure Issues in the Division of Corporate Finance." This guidance helped clarify the application of the above mentioned standards to the Company. As already announced by CirTran, two litigation matters settled in February were charged to fiscal 2005 as "previous obligations." In addition, the application of the SEC's December 1 guidance resulted in a non-cash charge of $826,124 for accretion expense related to the $3.75 million convertible debenture issued to Highgate House Funds, Ltd., in May 2005. In addition, a derivative expense of $235,015 was charged to fiscal 2005 for the $1.5 million convertible debenture issued to Cornell Capital in December 2005. "These changes resulted in expense of $1,061,139 reducing CirTran's net income for the fiscal year. If not for reporting the legal settlements against 2005 and the December 2005 new interpretation by the SEC, CirTran would have been on-target for its first profitable year ever," he said. Other major areas of financial growth for CirTran reported in the 10-KSB filing included: - a 447% improvement in EBITDA to $1,268,000 as compared with $231,710 reported for 2004; - a 154% improvement in total assets to $10,899,705 from $4,293,429 reported for 2004, and - a 161% improvement in stockholder equity to $1,377,848 from ($2,242,033) reported for 2004. Continued Growth by CirTran "In 2005, CirTran continued its growth in all areas of our business," Mr. Hawatmeh said. "Sales grew, we added products and divisions, and for the first time we reported a profitable quarter followed by a second profitable quarter. If not for auditing adjustments involving legal issues and derivative instruments, our projection and goal of a profitable year would have been realized." About CirTran Corporation - ------------------------- Founded in 1993, CirTran Corporation (OTC BB: CIRT, www.CirTran.com) is a premier international full-service contract manufacturer. Headquartered in Salt Lake City, its ISO 9001:2000-certified, non-captive 40,000-square foot manufacturing facility is the largest in the Intermountain Region, providing "just-in-time" inventory management techniques designed to minimize an OEM's investment in component inventories, personnel and related facilities while reducing costs and ensuring speedy time-to-market. In 1998, CirTran acquired Racore Technology (www.racore.com), founded in 1983 and reorganized as Racore Technology Corporation in 1997. In 2004, it formed CirTran-Asia as a high-volume manufacturing arm and wholly-owned subsidiary with its principal office in ShenZhen, China. CirTran-Asia operates in three primary business segments: high-volume electronics, fitness equipment and household products manufacturing, focusing on the multi-billion dollar Direct Response Industry. Forward-looking Statements This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release, including those relating to anticipated performance of the Company, involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. Factors which could cause results to differ from those included in such forward-looking statements include our ability to perform under existing contracts, our ability to collect accounts receivable for existing contracts, our ability to generate additional business, and other factors relating to our business, including those listed in the "Risk Factors" section of our Annual Report on Form 10-KSB for the year ended December 31, 2005, recently filed with the SEC. The Company expressly disclaims any obligation or intention to update any forward looking statement. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----