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                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934


Filed by the Registrant                     [X]
Filed by a Party other than the Registrant  [ ]

Check the appropriate box:
[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e)(2))
[X]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12

                               CirTran Corporation
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement If Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    No fee required

[ ]    $125 per Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2) or
       Item 22(a)(2) of Schedule 14A.

[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)     Title of each class of securities to which transaction applies:

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2)     Aggregate number of securities to which transaction applies:

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3)     Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11 (Set forth  the amount on which the  filing fee
       is calculated and state how it was determined):
                                                      --------------------------

4)     Proposed maximum aggregate value of transaction:

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5)     Total fee paid:

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[ ]    Fee paid previously with preliminary materials

[ ]    Check box if any part of  the fee is  offset as provided by  Exchange Act
       Rule 0-11(a)(2) and identify the filing for  which the offsetting fee was
       paid previously.  Identify the previous  filing by registration statement
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1)     Amount Previously Paid: _________________________________________________

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4)     Date Filed: _____________________________________________________________

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                               CirTran Corporation
                              4125 South 6000 West
                          West Valley City, Utah 84128

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 30, 2007

To the Shareholders:

         Notice is hereby given that a Special  Meeting of the  Shareholders  of
CirTran Corporation (the "Company") will be held at the Company's  headquarters,
located at 4125 South 6000 West, West Valley City, Utah 84128, on Monday,  April
30, 2007, at 10:00 a.m., M.D.S.T., for the following purpose, which is discussed
in the following pages and which are made part of this Notice:

         1.   To consider  and act upon a proposed  amendment  to the  Company's
              articles of incorporation that increases the authorized capital of
              the Company to include  1,500,000,000  shares of common  stock and
              effectuates a 1.2 shares for one share forward stock split; and
         2.   To consider and act upon any other  matters that properly may come
              before the meeting or any adjournment thereof.

         The  Company's  Board of  Directors  has fixed the close of business on
Friday,  March  16,  2007,  as the  record  date  (the  "Record  Date")  for the
determination of shareholders having the right to notice of, and to vote at, the
Special Meeting of  Shareholders  and any  adjournment  thereof.  A list of such
shareholders  will be available for examination by a shareholder for any purpose
germane to the  meeting  during  ordinary  business  hours at the offices of the
Company at 4125 South 6000 West, West Valley City, Utah,  84128,  during the ten
business days prior to the meeting.

         You are requested to date,  sign and return the enclosed proxy which is
solicited  by the  Board  of  Directors  of the  Company  and  will be  voted as
indicated in the accompanying proxy statement and proxy. Your vote is important.
Please sign and date the enclosed  Proxy and return it  promptly,  either in the
enclosed return  envelope or by facsimile to (801) 277-3147,  whether or not you
expect to attend the meeting.  The giving of your proxy as requested hereby will
not affect your right to vote in person  should you decide to attend the Special
Meeting. The return envelope requires no postage if mailed in the United States.
If mailed elsewhere, foreign postage must be affixed. Your proxy is revocable at
any time before the meeting.

                                     By Order of the Board of Directors,

                                     /s/ Iehab Hawatmeh
West Valley City, Utah
March 29, 2007                       Iehab Hawatmeh,
                                     President and Director



                               CirTran Corporation
                              4125 South 6000 West
                          West Valley City, Utah 84128
                                 (801) 963-5112

                    ----------------------------------------

                                 PROXY STATEMENT

                    ----------------------------------------


                         SPECIAL MEETING OF SHAREHOLDERS

The enclosed proxy is solicited by the Board of Directors of CirTran Corporation
("CirTran"  or the  "Company")  for use in  voting  at the  Special  Meeting  of
Shareholders (the "Special  Meeting") to be held at the Company's  headquarters,
located at 4125 South 6000 West, West Valley City, Utah 84128, on Monday,  April
30, 2007, at 10:00 a.m., M.D.T., and at any postponement or adjournment thereof,
for the  purposes set forth in the  attached  notice.  When proxies are properly
dated,  executed and returned,  the shares they  represent  will be voted at the
Special  Meeting  in  accordance  with  the   instructions  of  the  shareholder
completing the proxy. If a signed proxy is returned but no specific instructions
are given, the shares will be voted (i) FOR approval of a proposed  amendment to
the  Company's  articles of  incorporation  that would  increase the  authorized
capital of the Company to include  1,500,000,000  shares of common stock and the
1.2 shares for one share forward stock split.  A shareholder  giving a proxy has
the power to revoke it at any time prior to its  exercise by voting in person at
the Special Meeting,  by giving written notice to the Company's  Secretary prior
to the Special Meeting or by giving a later dated proxy.

The presence at the meeting,  in person or by proxy, of shareholders  holding in
the aggregate a majority of the outstanding shares of the Company's common stock
entitled to vote shall constitute a quorum for the transaction of business. Each
share  present at the  meeting in person or by proxy is  entitled to one vote on
each matter presented at the meeting. A majority of votes properly cast upon any
question presented for consideration and shareholder action at the meeting shall
decide the question. Abstentions and broker non-votes will count for purposes of
establishing  a quorum,  but will not count as votes cast for any  questions and
accordingly will have no effect.  Votes cast by shareholders who attend and vote
in person or by proxy at the Special Meeting will be counted by inspectors to be
appointed by the Company.  (The Company  anticipates that the inspectors will be
employees, attorneys or agents of the Company.)

The close of business on Friday,  March 16,  2007,  has been fixed as the record
date (the "Record Date") for determining the shareholders entitled to notice of,
and to vote at, the Special Meeting. Each share shall be entitled to one vote on
all  matters.  As of the  Record  Date  there  were  673,608,154  shares  of the
Company's  Class A common stock  outstanding  and entitled to vote,  held by 525
holders of record. For a description of the principal holders of such stock, see
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" below.

This Proxy  Statement and the enclosed Proxy are being furnished to shareholders
on or about April 5, 2007.


                    ----------------------------------------


                                      -3-


               PROPOSAL 1 - AMENDMENT OF ARTICLES OF INCORPORATION

         As of  January  1,  2007,  the first  paragraph  of  Article  IV of the
Company's Articles of Incorporation, as amended to date, read:

              "FOUR: The aggregate number of shares which this Corporation shall
              have authority to issue is 750,000,000  Common Shares having a par
              value of $0.001 per share.  Each share of stock shall  entitle the
              holder thereof to one (1) vote on each matter  submitted to a vote
              at a meeting  of the  shareholders.  All stock of the  Corporation
              shall be of the same  class and  shall  have the same  rights  and
              preferences.  The capital stock of the Corporation shall be issued
              as fully paid, and the private property of the shareholders  shall
              not be liable for the debts,  obligations  or  liabilities  of the
              Corporation.  Fully  paid stock of this  Corporation  shall not be
              liable to any further call of  assessment.  On May 19,  2000,  the
              shareholders of the Corporation  approved a one for three thousand
              (3,000) reverse stock split of the issued and  outstanding  shares
              of the Corporation.

         The  Company's  Board of  Directors  has  approved  the adoption of the
amendment  (the  "Amendment")  to  the  Articles  of   Incorporation,   and  has
recommended the Amendment to the shareholders for their approval and adoption.

         If approved by the  shareholders of the Company at the Special Meeting,
the new first  paragraph of Article IV of the Certificate of  Incorporation,  as
amended, would read as follows:

                                   ARTICLE IV
                                 CAPITALIZATION

              The aggregate number of shares which this  Corporation  shall have
              authority to issue is  1,500,000,000  Common  Shares  having a par
              value of $0.001 per share.  Each share of stock shall  entitle the
              holder thereof to one (1) vote on each matter  submitted to a vote
              at a meeting  of the  shareholders.  All stock of the  Corporation
              shall be of the same  class and  shall  have the same  rights  and
              preferences.  The capital stock of the Corporation shall be issued
              as fully paid, and the private property of the shareholders  shall
              not be liable for the debts,  obligations  or  liabilities  of the
              Corporation.  Fully  paid stock of this  Corporation  shall not be
              liable to any further call of assessment. Effective as of the time
              at  which  this   Certificate   of   Amendment   to   Articles  of
              Incorporation  (the "Amended  Articles")  becomes  effective  (the
              "Effective  Date"),  all outstanding shares of common stock of the
              Corporation  automatically shall be subdivided at the rate of 1.20
              shares for one share (the "Forward  Split")  without the necessity
              of any further  action on the part of the  holders  thereof or the
              Corporation,   provided,  however,  that  the  Corporation  shall,
              through its transfer agent and as necessary, exchange certificates
              representing  common stock  outstanding  immediately  prior to the
              Effective Date of the Forward Split (the  "Existing  Common") into
              new certificates  representing the appropriate number of shares of
              common stock resulting from the subdivision ("New Common").

         Except  for this  change,  the  amendment  would not  affect  any other
provision of the Articles of Incorporation.  The text of the proposed  amendment
to amend Article IV to the Articles of  Incorporation  is attached to this Proxy
Statement Statement as Exhibit 1 and is incorporated herein by reference.

         Background of the Proposed Amendment

         Increase in Authorized Capital
         ------------------------------

         As of January 1, 2007, we were authorized,  pursuant to our Articles of
Incorporation,  as amended  to date,  to issue up to  750,000,000  shares of our
common stock,  and there were  655,716,326  shares of the Company's Common Stock
issued and outstanding. Additionally, as of the Record Date, the Company had the
following obligations to reserve or issue shares of its common stock:

                                      -4-


The Highgate Convertible Debenture Transaction

         On May 26, 2005, we entered into a securities  purchase  agreement (the
"Purchase  Agreement") with Highgate House Funds, Ltd., a Cayman Island exempted
company ("Highgate"), relating to the issuance by us of a 5% Secured Convertible
Debenture,  due  December  31,  2007,  in  the  aggregate  principal  amount  of
$3,750,000 (the "Highgate Debenture").

         In  connection  with the  purchase of the Highgate  Debenture,  we used
$2,265,000  to repay  two  promissory  notes to  Cornell  Capital  Partners,  LP
("Cornell"),  one in the  amount of  $1,700,000,  and the other in the amount of
$565,000.  Highgate  and  Cornell  have  the  same  general  partner,  Yorkville
Advisors, but have different portfolio managers.

         We also paid a commitment fee of $240,765, a structuring fee of $10,000
to Highgate, and legal fees of $5,668. As such, of the total purchase amount of
$3,750,000, the net proceeds to us were $1,228,567, which we received following
the closing of the issuance of the Highgate Debenture. We used these proceeds
for general corporate and working capital purposes.

         The  Highgate  Debenture  bears  interest at a rate of 5%.  Highgate is
entitled to convert,  at its option,  all or part of the principal  amount owing
under the  Highgate  Debenture  into shares of our common  stock at a conversion
price equal to the lesser of (a) $0.10 per share,  or (b) an amount equal to the
lowest  closing  bid price of the  Common  Stock as  listed on the OTC  Bulletin
Board, as quoted by Bloomberg L.P. for the twenty (20) trading days  immediately
preceding  the  conversion  date.  Except as otherwise set forth in the Highgate
Debenture,  Highgate's  right to  convert  principal  amounts  owing  under  the
Highgate Debenture into shares of our common stock is limited as follows:

         1.   Highgate may convert up to $250,000 worth of the principal  amount
              plus accrued interest of the Highgate Debenture in any consecutive
              30-day  period  when the  market  price of our  stock is $0.10 per
              share or less at the time of conversion;

         2.   Highgate may convert up to $500,000 worth of the principal  amount
              plus accrued interest of the Highgate Debenture in any consecutive
              30-day  period  when the price of our stock is greater  than $0.10
              per  share  at the time of  conversion,  provided,  however,  that
              Highgate may convert in excess of the foregoing  amounts if we and
              Highgate mutually agree; and

         3.   Upon the  occurrence  of an event of  default  (as  defined in the
              Highgate  Debenture),   Highgate  may,  in  its  sole  discretion,
              accelerate  full  repayment  of  all  debentures  outstanding  and
              accrued interest thereon or may,  notwithstanding  any limitations
              contained in the Highgate Debenture and/or the Purchase Agreement,
              convert the Highgate  Debenture and accrued  interest thereon into
              shares of our common stock pursuant to the Highgate Debenture.

         Pursuant to the Highgate Debenture,  interest is to be paid at the time
of maturity or conversion.  We may, at our option,  pay accrued interest in cash
or in shares of common stock.  If paid in stock,  the conversion  price shall be
the  closing bid price of the common  stock on either (i) the date the  interest
payment is due; or (ii) if the  interest  payment is not made when due, the date
on which the interest payment is made.

         As noted above,  assuming a  hypothetical  conversion of the $2,650,000
remaining as of January 29, 2007, at a  hypothetical  conversion  price of $0.02
per share,  we would  need to issue  132,500,000  shares of our common  stock to
Highgate. Please note that if the conversion price changes, the number of shares
issuable  on  conversion  also  changes.  We have  included  a table  below with
examples of the number of shares issuable at various conversion prices.


                                      -5-


The 2005 Cornell Convertible Debenture Transaction

         On December 30, 2005, we entered into a securities  purchase  agreement
(the "Cornell  Purchase  Agreement") with Cornell Capital  Partners,  a Delaware
limited partnership ("Cornell Capital"),  relating to the issuance by us of a 5%
Secured  Convertible  Debenture,  due July 30, 2008, in the aggregate  principal
amount of $1,500,000 (the "Cornell Debenture").

         We also paid a commitment  fee of $120,000,  and a  structuring  fee of
$10,000 to Cornell Capital. As such, of the total purchase amount of $1,500,000,
the net proceeds to us were $1,370,000.

         The Cornell  Debenture  bears interest at a rate of 5%. Cornell Capital
is entitled to convert, at its option, all or part of the principal amount owing
under the Debenture  into shares of the  Company's  common stock at a conversion
price equal one hundred  percent  (100%) of the lowest  closing bid price of the
Common Stock as listed on the OTC Bulletin  Board,  as quoted by Bloomberg  L.P.
for the twenty (20) trading days  immediately  preceding  the  Conversion  Date,
subject  to  certain  restrictions  and  limitations  set  forth in the  Cornell
Debenture.

         Under  the  terms of the  Cornell  Debenture,  except  upon an event of
default as defined in the Cornell Debenture, Cornell Capital may not convert the
Cornell  Debenture  for a number of  shares  of  common  stock in excess of that
number of shares of common stock which,  upon giving effect to such  conversion,
would cause the aggregate number of shares of Common Stock beneficially owned by
Cornell Capital and its affiliates to exceed 4.99% of the outstanding  shares of
the common stock following such conversion.

         Pursuant to the Cornell  Debenture,  interest is to be paid at the time
of maturity or conversion.  We may, at our option,  pay accrued interest in cash
or in shares of our common stock. If paid in stock,  the conversion  price shall
be the closing bid price of the common stock on either (i) the date the interest
payment is due; or (ii) if the  interest  payment is not made when due, the date
on which the interest payment is made.

         In connection with the Cornell  Purchase  Agreement,  we also agreed to
grant to Cornell Capital warrants (the "Cornell  Warrants") to purchase up to an
additional  10,000,000  shares of our common stock. The Cornell Warrants have an
exercise  price of $0.09 per  share,  and  expire  three  years from the date of
issuance. The Cornell Warrants also provide for cashless exercise if at the time
of exercise there is not an effective  registration  statement or if an event of
default has occurred.

         As noted above,  assuming a  hypothetical  conversion of the $1,500,000
remaining as of January 29, 2007, at a  hypothetical  conversion  price of $0.02
per share,  we would  need to issue  75,000,000  shares of our  common  stock to
Cornell.  Please note that if the conversion price changes, the number of shares
issuable  on  conversion  also  changes.  We have  included  a table  below with
examples of the number of shares issuable at various conversion prices.

The 2006 Cornell Convertible Debenture Transaction

         On August 23, 2006,  we entered into a  securities  purchase  agreement
(the "2006 Cornell Purchase Agreement") with Cornell relating to the issuance by
us of another 5%  Secured  Convertible  Debenture,  due April 23,  2009,  in the
aggregate principal amount of $1,500,000 (the "2006 Cornell Debenture").

         We also paid a commitment  fee of $120,000,  and a  structuring  fee of
$15,000 to Cornell. As such, of the total purchase amount of $1,500,000, the net
proceeds to us were $1,365,000.

         The 2006 Cornell  Debenture  bears interest at a rate of 5%. Cornell is
entitled to convert,  at its option,  all or part of the principal  amount owing
under the 2006 Cornell  Debenture into shares of the Company's common stock at a
conversion  price equal one  hundred  percent  (100%) of the lowest  closing bid
price of the  Common  Stock as listed on the OTC  Bulletin  Board,  as quoted by
Bloomberg  L.P.  for the twenty (20)  trading  days  immediately  preceding  the
Conversion  Date,  subject to certain  restrictions and limitations set forth in
the 2006 Cornell Debenture.

         Under the terms of the 2006 Cornell Debenture,  except upon an event of
default as defined in the 2006  Cornell  Debenture,  Cornell may not convert the
Cornell  Debenture  for a number of  shares  of  common  stock in excess of that

                                      -6-


number of shares of common stock which,  upon giving effect to such  conversion,
would cause the aggregate number of shares of Common Stock beneficially owned by
Cornell and its  affiliates  to exceed  4.99% of the  outstanding  shares of the
common stock following such conversion.

         Pursuant to the 2006 Cornell  Debenture,  interest is to be paid at the
time of maturity or conversion.  We may, at our option,  pay accrued interest in
cash or in shares of our common stock.  If paid in stock,  the conversion  price
shall be the  closing  bid price of the common  stock on either (i) the date the
interest  payment is due; or (ii) if the interest  payment is not made when due,
the date on which the interest payment is made.

         In connection with the 2006 Cornell Purchase Agreement,  we also agreed
to grant to Cornell warrants (the "2006 Cornell  Warrants") to purchase up to an
additional 15,000,000 shares of our common stock. The 2006 Cornell Warrants have
an exercise  price of $0.06 per share,  and expire  three years from the date of
issuance. The 2006 Cornell Warrants also provide for cashless exercise if at the
time of exercise there is not an effective registration statement or if an event
of default has occurred.

         As noted above,  assuming a  hypothetical  conversion of the $1,500,000
remaining  under the 2006  Cornell  Debenture,  as of  January  29,  2007,  at a
hypothetical  conversion  price  of $0.02  per  share,  we  would  need to issue
75,000,000  shares  of our  common  stock to  Cornell.  Please  note that if the
conversion  price  changes,  the number of shares  issuable on  conversion  also
changes.  The Cornell  Debenture  (issued in December 2005) and the 2006 Cornell
Debenture are referred to collectively as the "Cornell Debentures."

         We have  included a table  below with  examples of the number of shares
issuable at various conversion prices.

         Highgate and Cornell have the same general partner, Yorkville Advisors,
but have different portfolio managers.  Additionally, the escrow agent appointed
in  connection  with  the  purchase  and  sale of  both  the  Cornell  debenture
transactions and the Highgate debenture transaction is David Gonzalez, who is an
officer of Cornell.

         A chart  showing  the  number  of  shares  issuable  upon  hypothetical
conversions of the Highgate  Debenture and the Cornell  Debentures at particular
conversion prices is as follows:

Holders of  CirTran  common  stock are  subject  to the risk of  additional  and
substantial  dilution to their  interests as a result of the issuances of common
stock in connection with the Convertible Debentures.

         The following table describes the number of shares of common stock that
would be  issuable,  assuming  that the full  principal  amount  of the  Cornell
Debentures  and  the  Highgate   Debentures   (collectively,   the  "Convertible
Debentures"),  excluding any interest accrued,  was converted into shares of our
common stock,  irrespective  of the  availability  of registered  shares and any
conversion  limitations  contained in the  Convertible  Debentures,  and further
assuming that the applicable  conversion or exercise  prices at the time of such
conversion or exercise were the following amounts:

--------------------------------------------------------------------------------
                                         Shares Issuable     Total Shares
                                         Upon Conversion     Issuable in
                Shares Issuable Upon     of $3,000,000       Connection with
                Conversion of            Principal Amount    Conversion of
                $2,650,000 Principal     of Convertible      Aggregate Principal
Hypothetical    Amount of Convertible    Debentures by       Amount of
Conversion      Debenture by Highgate    Cornell Capital     Convertible
Price           House Funds, Ltd.        Partners            Debentures
------------    ---------------------    ----------------    -------------------
$0.01           265,000,000              300,000,000         565,000,000
------------    ---------------------    ----------------    -------------------
$0.02           132,500,000              150,000,000         282,500,000
------------    ---------------------    ----------------    -------------------
$0.03           88,333,333               100,000,000         183,333,333
------------    ---------------------    ----------------    -------------------
$0.04           66,250,000               75,000,000          141,250,000
------------    ---------------------    ----------------    -------------------
$0.05           53,000,000               60,000,000          113,000,000
------------    ---------------------    ----------------    -------------------
$0.10           26,500,000               30,000,000          56,500,000
--------------------------------------------------------------------------------

                                      -7-


         Given the formula for calculating the shares to be issued in connection
with  conversions  of  the  Convertible  Debentures,  there  effectively  is  no
limitation  on the  number  of shares  of  common  stock  which may be issued in
connection with conversions of the Convertible Debentures, except for the number
of shares registered under prospectuses and related registration statements.  As
such, holders of our common stock may experience  substantial  dilution of their
interests to the extent that Highgate and/or Cornell  converts amounts under the
Convertible Debentures.

         Although we have entered into an agreement with Cornell wherein Cornell
agreed that it would not convert any of the principal or interest on the Cornell
Debentures or exercise any of the Warrants granted to Cornell until we had taken
the steps necessary to increase our authorized  capital, if we are successful in
increasing our authorized  capital,  Cornell will be able to convert the Cornell
Debentures  pursuant to its terms,  which could result in the dilution described
above.

ANAHOP Private Placement Transactions

         On May 24, 2006, we closed a private  placement of shares of our common
stock and  warrants  (the "May  Private  Offering").  Pursuant  to a  securities
purchase  agreement (the  "Agreement"),  we sold Fourteen  Million,  Two Hundred
Eighty-five  Thousand,  Seven Hundred Fifteen  (14,285,715) shares of our Common
Stock (the "Shares") to ANAHOP, Inc., a California corporation  ("ANAHOP").  The
consideration  paid for the Shares was One Million Dollars  ($1,000,000).  There
were no underwriting  discounts.  In addition to the Shares,  we issued warrants
(the "May Warrants") to designees of ANAHOP as follows:

         -    A warrant to purchase up to  10,000,000  shares,  with an exercise
              price of $0.15 per share,  exercisable  upon the date of issuance,
              to Albert Hagar.

         -    A warrant to purchase  up to  5,000,000  shares,  with an exercise
              price of $0.15 per share,  exercisable  upon the date of issuance,
              to Fadi Nora.

         -    A warrant to purchase  up to  5,000,000  shares,  with an exercise
              price of $0.25 per share,  exercisable  upon the date of issuance,
              to Fadi Nora.

         -    A warrant to purchase up to  10,000,000  shares,  with an exercise
              price of $0.50 per share, to Albert Hagar.

         The May Warrants  have exercise  prices  ranging from $0.15 to $0.50 as
noted  above,  and are  exercisable  as of the date of issuance  and through and
including  the date which is five years  following  the date on which our Common
Stock is listed for trading on either the Nasdaq  Small Cap  Market,  the Nasdaq
Capital Market, the American Stock Exchange, or the New York Stock Exchange (the
"Expiration Date").

         On June 30, 2006, we closed a second private placement of shares of our
common  stock  and  warrants  (the  "June  Private  Offering").  Pursuant  to  a
securities purchase agreement (the "June Agreement"), the Company agreed to sell
Twenty-Eight   Million,   Five  Hundred  Seventy-One   Thousand,   Four  Hundred
Twenty-Eight  (28,571,428)  shares of its Common  Stock (the "June  Shares")  to
ANAHOP.  The total  consideration  to be paid for the Shares will be Two Million
Dollars ($2,000,000) if all tranches of the sale close.

         Pursuant to the Agreement,  ANAHOP agreed to pay Three Hundred Thousand
Dollars  ($300,000)  at the  time of  closing,  and an  additional  Two  Hundred
Thousand  Dollars  ($200,000)  within 30 days of the closing.  (The  payments of
$300,000  and  $200,000  are  referred  to  collectively  as the "First  Tranche
Payment.") Upon the receipt of the First Tranche  Payment,  we agreed to issue a
certificate  or  certificates  to the  Purchaser  representing  7,142,857 of the
Shares. The 7,142,857 shares were issued in July 2006.

         The remaining $1,500,000 is to be paid by ANAHOP as follows:

              (i)    No later than thirty  calendar  days  following the date on
                     which any class of our  capital  stock is first  listed for
                     trading on either the Nasdaq  Small Cap Market,  the Nasdaq

                                      -8-


                     Capital  Market,  the American Stock  Exchange,  or the New
                     York Stock  Exchange,  ANAHOP  agreed to pay an  additional
                     $500,000 to us; and

              (ii)   No later than sixty  calendar  days  following  the date on
                     which any class of our  capital  stock is first  listed for
                     trading on either the Nasdaq  Small Cap Market,  the Nasdaq
                     Capital  Market,  the American Stock  Exchange,  or the New
                     York Stock  Exchange,  ANAHOP  agreed to pay an  additional
                     $1,000,000 to us. (The payments of $500,000 and  $1,000,000
                     are  referred  to   collectively  as  the  "Second  Tranche
                     Payment.")

              Upon receipt by us of the Second  Tranche  Payment,  we agreed  to
issue a  certificate  or  certificates  to  ANAHOP  representing  the  remaining
21,428,571  Shares.  Additionally,  once we have  received  the  Second  Tranche
Payment,  we agreed to issue warrants (the "June  Warrants") to designees of the
Purchaser as follows:

              -      A warrant to  purchase  up to  20,000,000  shares,  with an
                     exercise  price of $0.15 per  share,  exercisable  upon the
                     date of issuance, to Albert Hagar.

              -      A warrant to  purchase  up to  10,000,000  shares,  with an
                     exercise price of $0.15 per share, to Fadi Nora.

              -      A warrant to  purchase  up to  10,000,000  shares,  with an
                     exercise  price of $0.25 per  share,  exercisable  upon the
                     date of issuance, to Fadi Nora.

              -      A warrant to  purchase  up to  23,000,000  shares,  with an
                     exercise  price of $0.50 per  share,  exercisable  upon the
                     date of issuance, to Albert Hagar.

         The June Warrants have exercise  prices  ranging from $0.15 to $0.50 as
noted  above,  and are  exercisable  as of the date of issuance  and through and
including the later of (1) the fifth anniversary of the date of the June Warrant
or (2) the  fifth  anniversary  of the date on which our  Common  Stock is first
listed for  trading on either the Nasdaq  Small Cap Market,  the Nasdaq  Capital
Market,  the  American  Stock  Exchange,  or the New York  Stock  Exchange  (the
"Expiration Date").

Warrants

         The  110,000,000  Warrants which the Company had  outstanding as of the
Record Date, consisted of:

         -    30,000,000 May Warrants  issued in connection with the May Private
              Offering;

         -    63,000,000  June  Warrants  issued  in  connection  with  the June
              Private Offering;

         -    25,000,000  Warrants  issued to  Cornell  in  connection  with the
              Cornell Debentures; and

         -    7,000,000 Warrants held by other holders.

         There  is no  guarantee  that  any or all of  these  warrants  will  be
exercised,  or that we will be required  to issue any shares of common  stock in
connection with these warrants.  However, until such time as the warrants listed
above  have  expired,  we will  continue  to  reserve  shares  for  issuance  in
connection with the warrants.

Options

         We also have outstanding options to purchase up to 11,250,500 shares of
our common stock,  held by various  holders.  As with the warrants,  there is no
guarantee that any or all of these options will be exercised, or that we will be
required to issue any shares of common stock in connection  with these  options.
However,  until such time as these  options have  expired,  we will  continue to
reserve shares for issuance in connection with the options.

                                      -9-


         We do not  have  any  lock-down  or other  agreements  with the  option
holders regarding the non-exercise of these options.

         In summary,  and assuming a hypothetical  conversion of the Convertible
Debentures  at the market price as of the Record Date,  which was  approximately
$0.02,  the Company has the obligation or  anticipation of issuing the following
shares:

         -------------------------------------------------------------------
         Convertible Debentures                                 282,500,000
         -------------------------------------------------------------------
         Warrants                                               125,000,000
         -------------------------------------------------------------------
         ANAHOP Second Tranche Shares                            21,428,571
         -------------------------------------------------------------------
         Options                                                 11,250,000
         -------------------------------------------------------------------

         -------------------------------------------------------------------
         TOTAL                                                  440,178,571
         -------------------------------------------------------------------

         In light of the Company's current authorized  capital,  and in light of
the share obligations  listed in the table above,  Management  believes that the
proposed  amendment to increase the Company's  authorized  capital would benefit
the Company by:

         -    enabling the Company to meet its obligations set forth above;
         -    allowing  the  Board  of  Directors  to  issue  additional  equity
              securities to raise additional capital;
         -    allowing the Board of Directors to pursue strategic investment and
              technology partners;
         -    allowing  the Board of  Directors to  facilitate  possible  future
              acquisitions; and
         -    allowing the Company to provide stock-related employee benefits.

         As of the date of the Proxy Statement,  the Company's primary source of
financing  has been private  sales of Common  Stock or other equity  securities,
such as the prior equity line of credit and the ANAHOP private  transaction,  as
well as debt  securities  convertible  into  Common  Stock,  such as the current
Convertible Debentures. To facilitate additional similar financing transactions,
the  authorized  capital of the Company will need to be increased  pursuant to a
shareholder-approved amendment to the certificate of incorporation.

         As of the date of this Proxy  Statement,  and other than the  Company's
existing  obligations  and  commitments to reserve and issue shares as described
herein,  the  Company  did not have any  plans,  arrangements,  commitments,  or
understandings  for the issuance of additional  shares of the common stock which
are proposed to be  authorized.  Nevertheless,  the Board of Directors  believes
that the increase in the Company's  authorized capital is necessary both to meet
the Company's present commitments, and to facilitate additional future financing
transactions should they become necessary.

         For  these  reasons,  the  Company's  Board  of  Directors  has  sought
shareholder approval of the proposed amendment.

         Depending upon the  consideration per share received by the Company for
any  subsequent  issuance of Common Stock,  such issuance  could have a dilutive
effect on those  shareholders  who previously  paid a higher  consideration  per
share for their stock.  Also, future issuances of Common Stock will increase the
number of outstanding shares, thereby decreasing the percentage ownership in the
Company  (for  voting,  distributions  and all other  purposes)  represented  by
existing shares of Common Stock. The availability for issuance of the additional
shares of Common  Stock may be viewed as having  the effect of  discouraging  an
unsolicited  attempt  by  another  person or entity to  acquire  control  of the
Company.  Although the Board of Directors has no present  intention of doing so,
the  Company's  authorized  but unissued  Common Stock could be issued in one or
more  transactions  that would make a takeover of the Company more  difficult or
costly,  and  therefore  less likely.  The Company is not aware of any person or
entity who is seeking to acquire control of the Company. Holders of Common Stock
do not have any preemptive rights to acquire any additional securities issued by
the Company.

                                      -10-


         Forward Stock Split
         -------------------

         The Amendment,  if approved by the  shareholders of the Company,  would
also effectuate a forward stock split (the "Stock Split") on a ratio of 1.20 new
shares (the "New Shares") for each one share of the Company's  common stock (the
"Old Shares").

         The Board of Directors has determined  that it will be  advantageous to
the Company to have  additional  shares  available  and issued to the  Company's
current  shareholders.   Additionally,  the  Board  has  determined  that  share
liquidity  could be enhanced by having  additional  shares held by the Company's
shareholders.  Moreover,  the Company feels that the Stock Split likely would be
beneficial to the Company's shareholders.

                                 EFFECTIVE DATE

         The Amendment to our Articles of Incorporation,  as amended to date, to
increase in our authorized  capital from  750,000,000  shares of common stock to
1,500,000,000  shares of common stock and to effectuate the stock split has been
approved by  Company's  Board of  Directors  and  recommended  to the  Company's
shareholders for approval and adoption at the Special Meeting. If at the Special
Meeting  shareholders holding sufficient shares to authorize such Amendment vote
to approve and adopt the Amendment,  the Company  anticipates that it will file,
within one business  day of such  approval,  the Articles of Amendment  with the
Nevada  Secretary of State. The Articles of Amendment will become effective upon
filing  the  Articles  of  Amendment  with the  Nevada  Secretary  of State.  We
anticipate that we will file the Articles of Amendment on May 1, 2007,  which is
the day following the Special Meeting.

         The  shareholders of record of the Company's common stock as of May 10,
2007, will receive the benefit of the Stock Split. As soon as practicable  after
the Effective Date of the Articles of Amendment,  the Company's  stockholders as
of May 10, will be notified that the Stock Split has been effected.  The Company
expects  that  its  transfer  agent,  Interwest  Transfer  Company,  will act as
exchange agent for purposes of implementing the exchange of stock  certificates.
Holders  of Old  Shares  will  be  asked  to  surrender  to the  exchange  agent
certificates  representing Old Shares in exchange for certificates  representing
New Shares in  accordance  with the  procedures to be set forth in the letter of
transmittal the Company sends to its  stockholders.  No new certificates will be
issued  to  a  stockholder   until  such   stockholder  has   surrendered   such
stockholder's outstanding  certificate(s),  together with the properly completed
and  executed  letter of  transmittal,  to the  exchange  agent.  Any Old Shares
submitted  for  transfer,  whether  pursuant  to a sale,  other  disposition  or
otherwise,  will automatically be exchanged for New Shares.  STOCKHOLDERS SHOULD
NOT DESTROY ANY STOCK  CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL
REQUESTED TO DO SO.

                       NO DISSENTERS' OR APPRAISAL RIGHTS

         There is no provision in the Nevada Revised Statutes or in our Articles
of  Incorporation,  as amended to date,  which  provides our  stockholders  with
dissenters'  rights or  appraisal  rights to  demand  payment  in cash for their
shares of common stock in connection with the  implementation of the proposal to
amend our Articles of Incorporation to increase our authorized  capital stock or
to effectuate the Stock Split.

                                CONSENT REQUIRED

         Pursuant to Sections 78.207 and 78.390 of the Nevada Revised  Statutes,
we may amend our Articles of Incorporation  and increase our authorized  capital
upon the approval by the holders of a majority of the voting power of our common
stock. As of the Record Date, there were 673,608,154  shares of our common stock
issued and outstanding. If we receive approval from the holders of a majority of
our  outstanding  shares,  that will  constitute  the  approval  of  holders  of
sufficient  shares to adopt the  amendment to our Articles of  Incorporation  to
increase our authorized capital and effectuate the stock split.

                                      -11-


                      INFORMATION ABOUT CIRTRAN CORPORATION

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

     Name                 Age                    Positions

Iehab J. Hawatmeh         39          President, Chief Executive Officer, Chief
                                      Financial Officer, Secretary and Director
                                      of CirTran Corporation; President of
                                      CirTran Corporation
                                      (Utah).
                                      Served since July 2000.

Trevor Saliba             32          Director since June 2001. Senior
                                      Vice-President, Sales and Marketing.
                                      Served since January 2002.

Shaher Hawatmeh           41          Chief Operating Officer
                                      Served since June 2004

Charles Ho                51          President, CirTran-Asia
                                      Served since June 2004

Richard T. Ferrone        58          Chief Financial Officer
                                      Served since May 2006

Iehab J. Hawatmeh, MBA
Chairman, President & CEO

Mr.  Iehab  Hawatmeh  founded  CirTran  Corporation  in 1993  and has  been  its
Chairman, President and CEO since its inception. Mr. Hawatmeh oversees all daily
operation including  financial,  technical,  operational and sales functions for
the Company.  Under Mr.  Hawatmeh's  direction,  the Company has seen its annual
sales exceed $20 million,  its employment exceed 360 and completed two strategic
acquisitions.  Prior to forming the Company,  Mr.  Hawatmeh  was the  Processing
Engineering  Manager  for Tandy  Corporation  overseeing  the  company's  entire
contract manufacturing printed circuit board assembly division. In addition, Mr.
Hawatmeh was  responsible  for  developing  and  implementing  Tandy's  facility
Quality  Control and Processing  Plan model which is used by CirTran today.  Mr.
Hawatmeh  received his Master's of Business  Administration  from  University of
Phoenix and his  Bachelor's  of Science in Electrical  and Computer  Engineering
from Brigham Young University. Iehab and Shaher Hawatmeh are brothers.

Trevor M. Saliba, MS
Senior Vice President,
Worldwide Business Development

Mr. Saliba is responsible  for sales and marketing  activities  worldwide and is
responsible for overseeing all worldwide business development strategies for the
Company.  Mr. Saliba was elected to the Board of Directors in 2001.  From 1997 -
2001 he was President and CEO of Saliba Corp., a privately held contracting firm
he founded.  From 1995-1997 he was an Associate with Morgan Stanley. From 1992 -
1995 he was Vice President of Sales and Marketing for SNJ Industries. Mr. Saliba
holds a Bachelors  Degree in  Business  Administration  and a Masters  Degree in
Finance from La Salle University and has completed an Advanced  Graduate Program
in Engineering and Management at the University of California, Berkeley.

                                      -12-


In June 2002 Mr.  Saliba filed for personal  bankruptcy  in the U.S.  Bankruptcy
Court  in Los  Angeles,  California,  which  has not yet  been  discharged.  The
bankruptcy was unrelated to Mr. Saliba's involvement in CirTran.

Shaher Hawatmeh
Chief Operating Officer

Mr. Shaher Hawatmeh  joined the Company in 1993 as its Controller  shortly after
its founding.  Today,  Mr. Hawatmeh  directly  oversees all daily  manufacturing
production,  customer  service,  budgeting  and  forecasting  for  the  Company.
Following the companies  acquisition  of Pro Cable  Manufacturing  in 1996,  Mr.
Hawatmeh  directly  managed the entire  Company,  supervising all operations for
approximately  two years and  successfully  oversaw the  integration of this new
division into the Company. Prior to joining CirTran, Mr. Hawatmeh worked for the
Utah  State Tax  Commission.  Mr.  Hawatmeh  earned  his  Master's  of  Business
Administration  with an emphasis in Finance from the  University  of Phoenix and
his Bachelor's of Science in Business  Administration and a Minor in Accounting.
Iehab and Shaher Hawatmeh are brothers.

Charles Ho
President, CirTran-Asia

Mr. Ho, who became the President of our CirTran-Asia  division on June 15, 2004,
served for six years as the chairman of Meicer  Semiconductor  Co., Ltd., one of
the leading  semiconductor  manufacturers located in China, and was a co-founder
of two of the leading design and manufacturing firms of DVD and CD players: Lead
Data Co., Ltd., and Media Group.  Mr. Ho has served as CEO for Uking System Inc.
since 1986 and is still  holds that  position.  Mr. Ho has a Master of  Business
Administration  Degree from the  University  of South  Australia and Bachelor of
Science  degree  in  Industrial   Design  from  National  Taipei  University  of
Technology.

Richard T. Ferrone
Chief Financial Officer

Prior to joining the Company,  Mr. Ferrone had headed his own  accounting  firm,
Ferrone  &  Associates,  which  he  established  in  Salt  Lake  City  in  1994.
Previously, he was vice president and CFO for then-publicly-held GCI Industries,
Inc./Golf  Card  International  for seven years,  and served as CFO of Huntsman,
Christensen  Real Estate & Development  Co. Mr.  Ferrone had also served as vice
president  and chief  financial  officer  for BSD Medical  Corporation  after he
started his career with a regional CPA firm in Salt Lake City. Mr. Ferrone has a
B.S. in  Accounting  from the  University  of Utah,  where he also studied for a
Master of Professional Accountancy with a tax emphasis.

At this time, the Company does not have an audit committee.  The Company's Board
of Directors acts as the Company's  audit  committee.  Similarly,  the Company's
Board  of  Directors  has  determined  that the  Company  does not have an audit
committee  financial expert as defined under Securities and Exchange  Commission
rules.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During June 2006 the president of the Company  loaned the Company a net
amount of $110,837 which was recorded as a note payable to the lender.

         During  December 2005 the  president of the Company  loaned the Company
$95,806 which was recorded as a note payable to the lender. The proceeds of this
loan were used to fund on going operations of the Company.  In January 2006, the
Company made a payment to the lender which repaid the entire  balance  ($95,806)
of the loan.

         As of  December  31,  2001,  Iehab  Hawatmeh  had  loaned us a total of
$1,390,125. The loans were demand loans, bore interest at 10% per annum and were
unsecured.  Effective  January  14,  2002,  we entered  into four  substantially
identical agreements with existing  shareholders  pursuant to which we issued an

                                      -13-


aggregate of 43,321,186  shares of restricted  common stock at a price of $0.075
per share for  $500,000 in cash and the  cancellation  of  $2,749,090  principal
amount of our debt. Two of these agreements were with the Saliba Private Annuity
Trust,  one of our  principal  shareholders,  and a related  entity,  the Saliba
Living Trust.  The Saliba trusts are also principals of Abacas  Ventures,  Inc.,
which entity  purchased  our line of credit in May 2000.  Pursuant to the Saliba
agreements,  the trusts were issued a total of 26,654,520 shares of common stock
in exchange for $500,000  cash and the  cancellation  of  $1,499,090 of debt. We
used the  $500,000  cash from the sale of the shares for working  capital.  As a
result of this  transaction,  the  percentage  of our common  stock owned by the
Saliba  Private  Annuity  Trust  and the  Saliba  Living  Trust  increased  from
approximately  6.73% to  approximately  17.76%.  Mr. Trevor  Saliba,  one of our
directors and officers,  is a passive  beneficiary of the Saliba Private Annuity
Trust.  Pursuant to the other two agreements  made in January 2002, we issued an
aggregate of 16,666,666  shares of restricted  common stock at a price of $0.075
per share in exchange for the cancellation of $1,250,000 of notes payable by two
shareholders,  Mr. Iehab Hawatmeh (our  president,  a director and our principal
shareholder) and Mr. Rajai Hawatmeh. Of these shares,  15,333,333 were issued to
Iehab  Hawatmeh in exchange for the  cancellation  of  $1,150,000  in debt. As a
result of this  transaction,  the  percentage  of our common  stock owned by Mr.
Hawatmeh increased from 19.9% to approximately 22.18%.

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

         In 1999,  Circuit  entered into an agreement with Cogent Capital Corp.,
or "Cogent," a financial  consulting  firm,  whereby Cogent agreed to assist and
provide  consulting  services to Circuit in connection with a possible merger or
acquisition.  Pursuant  to the  terms  of  this  agreement,  we  issued  800,000
(pre-forward split) restricted shares (12,000,000  post-forward split shares) of
our common stock to Cogent in July 2000 in connection  with our  acquisition  of
the assets and certain  liabilities  of  Circuit.  The  principal  of Cogent was
appointed a director of Circuit after  entering  into the  financial  consulting
agreement  and  resigned as a director  prior to the  acquisition  of Circuit by
Vermillion Ventures, Inc. on July 1, 2000.

         Also, as of December 31, 2004 the company owed I&R Properties, LLC, the
previous  owner of our principal  office and  manufacturing  facility for unpaid
accrued rent and accrued interest. The Company settled with owed I&R Properties,
LLC., on accrued rent and interest of $400,000 by issuing  10,000,000  shares of
unregistered common stock in March 2005.

         Management  believed  at the  time of each of  these  transactions  and
continues to believe that each of these transactions were as fair to the Company
as could have been made with unaffiliated third parties.

Abacas Ventures

         An explanation of the relationship between CirTran and Abacas Ventures,
Inc., is as follows:

         Two trusts,  the Saliba  Living  Trust and the Saliba  Private  Annuity
Trust (collectively, the "Saliba Trusts"), were investors in Circuit Technology,
a Utah  corporation and predecessor  entity of the Company.  The trustees of the
trusts are Tom and Betty Saliba,  and Tom Saliba,  respectively.  (Tom Saliba is
the  nephew  of the  grandfather  of  Trevor  Saliba,  one of the  directors  of
CirTran.) In July 2000,  CirTran  Corporation  merged with  Circuit  Technology.
Through that merger,  the Saliba  Trusts  became  shareholders  of CirTran.  The
Saliba  Trusts  are also  two of the  shareholders  of an  entity  named  Abacas
Ventures, Inc. ("Abacas").  At the time of the merger, CirTran was in default on
several of its obligations, including an obligation to Imperial Bank. The Saliba
Trusts,  through  Abacas,  purchased the bank's claim against CirTran to protect
their  investment  in CirTran.  Since that time,  Abacas has continued to settle
debts of CirTran to improve  Abacas's  position and to take advantage of certain
discounts  that  creditors  of CirTran  offered to settle their  claims.  On two
occasions,  the Abacas shareholders have agreed to convert outstanding debt owed
by CirTran to Abacas  into shares of CirTran  common  stock  (discussed  below).

                                      -14-


Abacas continues to work with the company to settle claims by creditors  against
CirTran,  and, on occasion,  to provide funding.  There can be no assurance that
Abacus will agree to convert its existing  debt,  or any debt it acquires in the
future, into shares of CirTran, or that conversions will occur at a price and on
terms that are  favorable  to  CirTran.  If Abacus and CirTran  cannot  agree on
acceptable  conversion  terms,  Abacus may demand  payment of some or all of the
debt. If CirTran does not have sufficient  cash or credit  facilities to pay the
amount then due and owing by CirTran to Abacus,  Abacus may  exercise its rights
as a senior secured lender and commence foreclosure or other proceedings against
the assets of  CirTran.  Such  actions by Abacus  could have a material  adverse
effect upon CirTran and its ability to continue in business.

         In January,  2002,  the Company  entered into an agreement  with Abacas
under which the Company issued an aggregate of 19,987,853 shares of common stock
to four of Abacas's  shareholders  in exchange for  cancellation by Abacas of an
aggregate  amount of  $1,499,090  in senior  debt owed to the  creditors  by the
Company.  The shares were issued with an exchange price of $0.075 per share, for
the aggregate amount of $1,500,000.

         In December,  2002,  the Company  entered into an agreement with Abacas
under which the Company issued an aggregate of 30,000,000 shares of common stock
to four of Abacas's  shareholders  in exchange for  cancellation by Abacas of an
aggregate  amount of  $1,500,000  in senior  debt owed to the  creditors  by the
Company.  The shares were issued with an exchange price of $0.05 per share,  for
the aggregate amount of $1,500,000.

         During 2002,  the Company  entered into a verbal bridge loan  agreement
with Abacas.  This agreement  allows the Company to request funds from Abacas to
finance the build-up of  inventory  relating to specific  sales.  The loan bears
interest  at 24%  and is  payable  on  demand.  There  are no  required  monthly
payments.  During the years ended  December  31, 2004 and 2003,  the Company was
advanced  $3,128,281  and  $350,000,  respectively,  and made cash  payments  of
$3,025,149 and $875,000, respectively.

         During the year ended December 31, 2004, Abacas completed  negotiations
with several vendors of the Company,  whereby Abacas purchased  various past due
amounts for goods and  services  provided by vendors,  as well as notes  payable
(see Note 6). The total of these  obligations  was  $1,263,713.  The Company has
recorded this transaction as a $1,263,713  non-cash increase to the note payable
owed to Abacas, pursuant to the terms of the Abacas agreement.

         The total principal  amount owed to Abacas between the note payable and
the bridge loan was  $1,530,587  and  $163,742 as of December 31, 2004 and 2003,
respectively. The total accrued interest owed to Abacas between the note payable
and the bridge loan was  $430,828 and $230,484 as of December 31, 2004 and 2003,
respectively, and is included in accrued liabilities.

         In March 2005, the  shareholders of Abacas agreed to cancel  $2,050,000
of principal and accrued interest in return for the Company's issuing 51,250,000
shares of our  restricted  common stock to certain  shareholders  of Abacas.  No
registration rights were granted.

         As of January 29, 2007,  no further  loans had been made to the Company
from Abacas.

                Compliance With Section 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
officers  and  directors,  and persons who  beneficially  own more than 10% of a
registered  class of our equity  securities,  to file reports of  ownership  and
changes in ownership  with the  Securities  and Exchange  Commission.  Officers,
directors  and greater than 10%  shareholders  are required by regulation of the
Securities  and  Exchange  Commission  to furnish us with  copies of all Section
16(a)  forms which they file.  Based  solely on its review of the copies of such
forms  furnished to us during the fiscal year ended  December  31, 2005,  we are
aware of the following untimely filings:

         Iehab  Hawatmeh,  Raed Hawatmeh,  Trevor Saliba and Shaher Hawatmeh all
filed untimely Forms 5.


                                      -15-

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth the  number  and  percentage  of the
655,716,326  outstanding  shares of our common  stock  which,  according  to the
information  supplied to us, were beneficially  owned, as of January 1, 2007, by
(i) each person who is currently a director,  (ii) each executive officer, (iii)
all current  directors  and  executive  officers as a group and (iv) each person
who,  to  our  knowledge,  is  the  beneficial  owner  of  more  than  5% of our
outstanding common stock.

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

--------------------------------------------------------------------------------
                                                                       Percent
Name and Address                    Relationship      Common Shares    of Class
--------------------------------------------------------------------------------
Saliba Private Annuity Trust (1)    5%                  75,698,990      11.54%
115 S. Valley Street                Shareholder
Burbank, CA 91505

--------------------------------------------------------------------------------
Iehab J. Hawatmeh                   Director,           60,000,000       9.15%
4125 South 6000 West                Officer
West Valley City, Utah 84128        & 5%
                                    Shareholder

--------------------------------------------------------------------------------
Raed Hawatmeh (3)                   Former              24,000,000       3.63%
10989 Bluffside Drive               Director
Studio City, CA 91604

--------------------------------------------------------------------------------
Trevor Saliba (2)                   Director             9,000,000       1.37%
13848 Valleyheart Drive
Sherman Oaks, CA 91423

--------------------------------------------------------------------------------
Charles Ho                          Officer of              0            0.00%
4125 South 6000 West                Subsidiary
West Valley City, Utah 84128        of Company

--------------------------------------------------------------------------------
Shaher Hawatmeh                     Chief Operating      1,000,000       0.15%
4125 South 6000 West                Officer
West Valley City, Utah 84128

--------------------------------------------------------------------------------
Richard T. Ferrone                  Chief Financial         0            0.00%
4125 South 6000 West                Officer
West Valley City, Utah 84128

--------------------------------------------------------------------------------
All Officers and Directors                              70,000,000      10.68%
as a Group (4 persons)
--------------------------------------------------------------------------------
___________________

                                      -16-


(1)   Includes  13,189,620  shares  held by  the  Saliba Living Trust. Thomas L.
Saliba and Betty R.  Saliba are the  trustees  of The  Saliba  Living  Trust and
Thomas L. Saliba is the sole trustee of The Saliba Private Annuity Trust.  These
persons  control the voting and  investment  decisions of the shares held by the
respective  trusts.  Mr. Thomas L. Saliba is a nephew of the  grandfather of Mr.
Trevor  Saliba,  one of our directors and officers.  Mr. Trevor Saliba is one of
five passive  beneficiaries  of Saliba Private  Annuity Trust and has no control
over its operations or management.  Mr. Saliba disclaims beneficial control over
the shares indicated.

(2)   Includes  options  to  purchase  up  to  1,000,000  shares  each  that can
exercised anytime at exercise prices of $0.027 per share.

(3)   Includes  options to purchase up to  6,250,000  shares that can be anytime
at exercise prices of $0.02 - $0.03 per share.  Raed Hawatmeh  resigned from the
Company's Board of Directors on May 10, 2006.

        BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION

         PLEASE  NOTE:  In 2006,  the SEC  revised its  disclosure  requirements
relating to  compensation  of  directors  and named  executive  officers.  Small
Business  Issuers  are  required  to  provide  the  information  under  the  new
disclosure  format for 2006,  but are not required to conform the disclosure for
prior years to the new format.  The  following  information  consists of the new
format  disclosure  for 2006,  and for purposes of providing  information to our
shareholders, the prior format disclosure for prior years.

                      Compensation Discussion and Analysis

         The following is a discussion of the Company's program for compensation
of its named  executive  officers and directors.  As of the date of this Report,
the Company did not have a  compensation  committee,  and as such, the Company's
Board of Directors were  responsible for determining the Company's  compensation
program.

Compensation Program Objectives

         The  Company's  compensation  program is designed to encompass  several
factors  in  determining  the  compensation  of the  Company's  named  executive
officers.  The following are the main objectives of the compensation program for
the Company's named executive officers:

         -    Retain qualified officers.
         -    Provide overall  corporate  direction for the officers and also to
              provide  direction that is specific to officer's  respective areas
              of authority. The level of compensation amongst the officer group,
              in  relation  to one  another,  is also  considered  in  order  to
              maintain a high level of satisfaction within the leadership group.
              We consider the relationship  that the officers maintain to be one
              of the most important elements of the leadership group.
         -    Provide a performance incentive for the officers.

         The Company's  compensation  program is designed to reward the officers
in the following areas:

         -    achievement of specific goals;
         -    professional education and development;
         -    creativity  in the form of  innovative  ideas and analysis for new
              programs and projects;
         -    new program implementation;
         -    attainment of company goals, budgets, and objectives;
         -    results oriented determination and organization;
         -    positive and supportive direction for company personnel; and
         -    community involvement.

         As of the date of this Report,  there were four  principal  elements of
named  executive  officer  compensation.  The Board of Directors  determines the
portion of  compensation  allocated  to each element for each  individual  named

                                      -17-


executive officer. The discussions of compensation practices and policies are of
historical  practices  and  policies.  Our Board of  Directors  is  expected  to
continue  these policies and  practices,  but will  reevaluate the practices and
policies as it considers advisable.

         The elements of the compensation program include:

         -    Base salary;
         -    Performance bonus and commissions;
         -    Stock options and stock awards
         -    Employee benefits in the form of:
              -      health and dental insurance;
              -      life insurance;
              -      paid parking and auto reimbursement; and
         -    Other de minimis benefits.

         Base salary

         Base  salary is intended to provide  competitive  compensation  for job
performance and to attract and retain  qualified named executive  officers.  The
base salary level is determined by considering  several factors  inherent in the
market place such as: the size of the company;  the prevailing salary levels for
the  particular  office  or  position;  prevailing  salary  levels  in  a  given
geographic  locale; and the qualifications and experience of the named executive
officer.

         Performance bonus and commissions

         Bonuses  are in large  part  based on  company  performance.  An EBITDA
formula is the sole determining  factor used to calculate the performance  bonus
for the Chief Executive Officer and Chief Operating Officer.

         The Marketing  Officer receives a performance bonus based on the EBITDA
formula and also a commission based on a percentage of sales revenue.

         The Chief  Financial  Officer  receives a  performance  bonus  based on
performance, as determined by the Board of Directors, at minimum amount that has
been established as part of an employment contract.

         Policy decisions to waive or modify  performance  goals have not been a
significant factor to date in that there have not been contractual  changes made
other than the normal  renewal or updating of  contracts as would be expected as
part of an annual review.

         Stock options and stock awards

         Stock  ownership  is provided to enable  named  executive  officers and
directors to participate in the success of the Company.  The direct or potential
ownership of stock will also provide the incentive to expand the  involvement of
the named  executive  officer to  include,  and  therefore  be  mindful  of, the
perspective of stockholders of the Company.

         Employee benefits

         Several of the employee  benefits for the named executive  officers are
selected to provide  security for the named  executive  officers.  Most notably,
insurance  coverage for health,  life,  and  liability are intended to provide a
level of protection to that will enable the named executive officers to function
without  having  the  distraction  of having to manage  undue  risk.  The health
insurance also provides access to preventative  medical care which will help the
named executive  officers function at a high energy level, to manage job related
stress,  and  contribute  to the  overall  well  being  of the  named  executive
officers, all of which contribute to an enhanced job performance.


                                      -18-


         Other de minimis benefits

         Other de minimis employee  benefits such as cell phones,  parking,  and
auto usage  reimbursements  are directly  related to job functions but contain a
personal  use  element  which  is  considered  to  be a  goodwill  gesture  that
contributes to enhanced job performance.

         As discussed  above,  the Board of Directors  determines the portion of
compensation  allocated  to each  element for each  individual  named  executive
officer.  As  a  general  rule,  salary  is  competitively  based  while  giving
consideration to employee retention,  qualifications,  performance,  and general
market  conditions.  Typically,  stock  options are based on the current  market
value of the option and how that will contribute to the overall  compensation of
the named executive  officer.  Consideration  is also given to the fact that the
option has the potential for an  appreciated  future value.  As such, the future
value  may be the most  significant  factor of the  option,  but it is also more
difficult to quantify as a benefit to the named executive officer.

         Accordingly,  in determining the compensation  program for the Company,
as well as setting the compensation for each named executive officer,  the Board
of  Directors  attempts to attract the interest of the named  executive  officer
within in the  constraints of a compensation  package that is fair and equitable
to all parties involved.



                                                       EXECUTIVE COMPENSATION

                                                     SUMMARY COMPENSATION TABLE

------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Change in
                                                                                           Pension Value
                                                                                                and
                                           Bonus                                            Nonqualified
    Name and                                Or                              Non-Equity        Deferred
    Principal                            Commission    Stock    Option    Incentive Plan    Compensation     All Other
    Position        Year     Salary         (C)        Awards   Grants     Compensation       Earnings     Compensation      Total

                               $             $                                                                                 $
       (a)           (b)      (c)           (d)         (e)       (f)           (g)              (h)            (i)           (j)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Iehab Hawatmeh,
President and
Chief Executive
Officer             2006    225,000        57,807       -0-       -0-           -0-              -0-            -0-         282,807
------------------------------------------------------------------------------------------------------------------------------------
Richard Ferrone
Chief Financial
Officer             2006     73,845        21,000       -0-       -0-           -0-              -0-            -0-          94,845
------------------------------------------------------------------------------------------------------------------------------------
Trevor Saliba,
Chief Marketing
Officer             2006    120,000        18,755       -0-       -0-           -0-              -0-            -0-         138,755
------------------------------------------------------------------------------------------------------------------------------------
Shaher Hawatmeh,
Chief Operating
Officer             2006    150,000        7,790        -0-       -0-           -0-              -0-            -0-         157,790
------------------------------------------------------------------------------------------------------------------------------------
Charles Ho
President
CirTran Asia        2006      -0-        407,397(C)     -0-       -0-           -0-              -0-            -0-         407,397
------------------------------------------------------------------------------------------------------------------------------------


(1)   For  each of  the  individuals  listed  in the  table  above,  "All  Other
Compensation"  would include perquisites  including cellular phones,  automobile
reimbursement,  parking  reimbursement,  life  insurance,  and health and dental
insurance.  However, the aggregate value of all such perquisite  compensation is

                                      -19-


less  than  $10,000  for  each of the  individuals  named  in the  table  above.
Additionally,  the Company  believes  that each of the  elements  of  perquisite
compensation  listed are integrally and directly  related to the  performance of
the executive  duties of the individuals  listed above,  although certain of the
elements (including cellular phone use and automobile  reimbursement) may have a
personal benefit component as well.

         Narrative Disclosure to Summary Compensation Table.
         ---------------------------------------------------

         Employment Agreements

         On  July 1,  2004,  CirTran  Corporation  entered  into  an  employment
agreement with Iehab Hawatmeh,  dated as of June 26, 2004. The agreement,  which
is for a term of five years and renews  automatically  on a year-to  year basis,
provides  for a base  salary  of  $225,000,  plus a bonus of 5% of our  earnings
before interest, taxes,  depreciation,  and amortization,  payable quarterly, as
well as any other bonus our board of directors may approve. Under the Agreement,
Mr. Hawatmeh agreed to serve as our Chief Executive Officer and President and to
perform such other duties as delegated by our board of directors.  The agreement
provides for benefits  including  health  insurance  coverage,  cell phone,  car
allowance,  life  insurance,  and  D&O  insurance.   Under  the  Agreement,  Mr.
Hawatmeh's  employment  may be  terminated  for  cause,  or upon  his  death  or
disability.  In the event that Mr. Hawatmeh is terminated  without cause, we are
obligated to pay him, as a severance payment, an amount equal to five full years
of his  then-current  annual base  compensation,  half upon such termination and
half one year later,  together with a continuation  of insurance  benefits for a
period of five years.

         In May 2006,  we entered into a  three-year  employment  contract  with
Richard  Ferrone  to serve as the Chief  Financial  Officer  of the  Company  to
perform  those duties  delegated by the Board of Directors  and the President of
the Company and all other duties consistent with such  description.  The term of
his  employment  started on May 15,  2006,  and will  continue  for three  years
thereafter,  unless  sooner  terminated  by  either  party  as  provided  in the
agreement.  Thereafter,  the  agreement  will  be  automatically  renewed  on  a
year-to-year basis after the expiration of the initial or any subsequent term of
the Agreement  unless  terminated by either party as provided in the  agreement.
Mr.  Ferrone  will  receive,  commencing  on May  15,  2006,  a base  salary  of
$120,000.00  per year.  The base salary shall be reviewed by the Board  annually
and may be increased as determined by the Board.  The Board's  determination  of
salary will be based  primarily on Mr.  Ferrone's  ability to meet, and to cause
the Company to meet, annually  established goals. He is also entitled to a bonus
of $40,000 per year,  payable in quarterly  increments.  In addition,  he may be
granted options to purchase  shares of the Company's  common stock as determined
from  time to time by the Board or the  Committee  established  pursuant  to the
Company's Stock Option Plan.

         On  July 1,  2004,  CirTran  Corporation  entered  into  an  employment
agreement with Trevor Saliba, dated as of June 26, 2004. The agreement, which is
for a term of three  years and renews  automatically  on a year-to  year  basis,
provides  for a base salary of  $120,000,  plus a bonus of 1% of our gross sales
generated  directly by Mr. Saliba,  a bonus of 5% of all gross  investments made
into CirTran which are directly generated and arranged by Mr. Saliba, a bonus of
1% of the net  purchase  price of any  acquisitions  completed  by us which  are
directly generated and arranged by Mr. Saliba (payable in CirTran common stock),
as well as any  other  bonus  our  board of  directors  may  approve.  Under the
Agreement,  Mr. Saliba agreed to serve as our Executive  Vice President of Sales
and  Marketing,  and to perform  such other  duties as delegated by our board of
directors.  The  agreement  provides for  benefits  including  health  insurance
coverage, cell phone, car allowance,  life insurance,  and D&O insurance.  Under
the Agreement,  Mr. Saliba's employment may be terminated for cause, or upon his
death or disability.  In the event that Mr. Saliba is terminated  without cause,
we are  obligated  to pay him, as a severance  payment,  an amount  equal to one
years'  salary.  If the Agreement  expires of its terms or is terminated for any
reason,  Mr.  Saliba may not  compete  with us for a period of one year from the
date of termination of the agreement.  Mr. Saliba also agreed not to solicit our
employees or customers, or attempt to induce anyone to cease doing business with
us for a period of two years after the termination of the agreement.

         On July 1, 2004, we also entered into an employment agreement, dated as
of June 26,  2004,  with Shaher  Hawatmeh,  the brother of Iehab  Hawatmeh.  The
agreement,  which is for a term of three  years and  renews  automatically  on a

                                      -20-


year-to year basis,  provides for a base salary of $150,000,  plus a bonus of 1%
of our earnings before interest, taxes, depreciation, and amortization,  payable
quarterly,  as well as any other bonus our board of directors may approve. Under
the  Agreement,  Mr.  Shaher  Hawatmeh  agreed to serve as our  Chief  Operating
Officer,  and to  perform  such  other  duties  as  delegated  by our  board  of
directors.  The  agreement  provides for  benefits  including  health  insurance
coverage,  cell phone, life insurance,  and D&O insurance.  Under the Agreement,
Mr. Shaher Hawatmeh's  employment may be terminated for cause, or upon his death
or  disability.  In the event that Mr.  Shaher  Hawatmeh is  terminated  without
cause, we are obligated to pay him, as a severance  payment,  an amount equal to
one years'  salary.  If the Agreement  expires of its terms or is terminated for
any reason, Mr. Shaher Hawatmeh may not compete with us for a period of one year
from the date of termination of the agreement.  Mr. Shaher  Hawatmeh also agreed
not to solicit our employees or customers,  or attempt to induce anyone to cease
doing  business with us for a period of two years after the  termination  of the
agreement.

         On  June  15,  2004,  our  subsidiary,  CirTran-Asia,  entered  into an
employment  agreement  with  Charles Ho. The  agreement,  which is for a term of
three years and renews automatically on a year-to year basis,  provides that for
each additional  product that Mr. Ho procures  pursuant to the agreement between
CirTran-Asia  and Michael Casey  Enterprises,  LTD., Mr. Ho shall be entitled to
receive  such  compensation  as provided  for in that  agreement  in the form of
options  to  purchase  shares of  CirTran  common  stock.  Under the  Agreement,
CirTran-Asia  will not  provide  benefits to Mr. Ho, and his  employment  may be
terminated for cause, or upon his death or disability.  If the Agreement expires
of its terms or is terminated for any reason, Mr. Ho may not compete with us for
a period of one year from the date of termination of the agreement.  Mr. Ho also
agreed not to solicit our employees or customers, or attempt to induce anyone to
cease doing business with us for a period of two years after the  termination of
the agreement.



                                          OUTSTANDING EQUITY AWARDS AT FISCAL 2006 YEAR-END

------------------------------------------------------------------------------------------------------------------------------------
                                        Option Awards                                              Stock Awards
--------------- ----------------------------------------------------------------  --------------------------------------------------
     Name        Number of     Number of       Equity       Option      Option    Number of  Market Value     Equity       Equity
                Securities    Securities   Incentive Plan  Exercise   Expiration  Shares or  of Shares or    Incentive    Incentive
                Underlying    Underlying   Awards: Number  Price ($)     Date      Units of    Units of    Plan Awards: Plan Awards:
                Unexercised   Unexercised   of Securities                         Stock That  Stock That     Number of    Market or
                Options (#)     Options      Underlying                            Have Not    Have Not      Unearned   Payout Value
                Exercisable       (#)        Unexercised                          Vested (#)  Vested ($)      Shares,    of Unearned
                             Unexercisable    Unearned                                                       Units, or     Shares,
                                               Options                                                     Other Rights   Units, or
                                                 (#)                                                         That Have  Other Rights
                                                                                                            Not Vested    That Have
                                                                                                                (#)      Not Vested
                                                                                                                             ($)

      (a)           (b)           (c)            (d)          (e)         (f)        (g)          (h)           (i)          (j)
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------
                                                                                             
Iehab Hawatmeh,     -0-           -0-            -0-          N/A         N/A        -0-          -0-           -0-          -0-
CEO
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------
Richard             -0-           -0-            -0-          N/A         N/A        -0-          -0-           -0-          -0-
Ferrone, CFO
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------
Trevor Saliba,      -0-           -0-            -0-          N/A         N/A        -0-          -0-           -0-          -0-
CMO
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------
Shaher              -0-           -0-            -0-          N/A         N/A        -0-          -0-           -0-          -0-
Hawatmeh, COO
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------
Charles Ho,         -0-           -0-            -0-          N/A         N/A        -0-          -0-           -0-          -0-
President
CirTran Asia
--------------- -----------  ------------- --------------  ---------  ----------  ---------  ------------  -----------  ------------



                                      -21-


         (1)  Two  Officers  of  the  company exercised shares of stock that had
been  awarded from to them from the 2004 Stock Option  Program.  Trevor  Saliba,
Chief  Marketing  Officer,  exercised a total of  3,000,000  shares,  and Shaher
Hawatmeh, Chief Operating Officer,  exercised a total of 2,000,000 shares during
2006.



                                                        DIRECTOR COMPENSATION
                                                     For Fiscal Year Ended 2006

--------------- ---------------- -------------- --------------- ---------------- ----------------- -------------- -----------------
     Name        Fees Earned or   Stock Awards   Option Awards     Non-Equity        Change in        All Other        Total
                  Paid in Cash        ($)             ($)        Incentive Plan    Pension Value    Compensation        ($)
                      ($)                                         Compensation   and Nonqualified        ($)
                                                                       ($)           Deferred
                                                                                   Compensation
                                                                                     Earnings
                                                                                        ($)

        (a)           (b)             (c)             (d)              (e)              (f)              (g)            (h)
--------------- ---------------- -------------- --------------- ---------------- ----------------- -------------- -----------------
                                                                                             
Iehab Hawatmeh        -0-             -0-             -0-              -0-              -0-              -0-            -0-
(Note 1)
--------------- ---------------- -------------- --------------- ---------------- ----------------- -------------- -----------------
Trevor Saliba         -0-             -0-             -0-              -0-              -0-              -0-            -0-
(Note 1)
--------------- ---------------- -------------- --------------- ---------------- ----------------- -------------- -----------------
Raed Hawatmeh         -0-             -0-             -0-              -0-              -0-              -0-            -0-
(Note 2)
--------------- ---------------- -------------- --------------- ---------------- ----------------- -------------- -----------------


(1)   Iehab  Hawatmeh and Trevor Saliba also served as executive officers of the
Company  during  the  fiscal  year  ended  December  31,  2006.   They  received
compensation  for their services as executive  officers,  set forth above in the
Summary Compensation Table. They did not receive any additional compensation for
their services as directors of the Company.

(2)   Mr. Raed Hawatmeh resigned  as a director of the Company on May 10,  2006.
During his term of service in 2006, he did not receive any  compensation for his
services as director of the Company.

         The Company does not have standing audit,  nominating,  or compensation
committees. Those functions are performed by the board of directors.

         Please  note:  On  February  1, 2007,  Fadi Nora was  appointed  to the
Company's Board of Directors.

                 PRIOR YEARS EXECUTIVE COMPENSATION INFORMATION

         The following table sets forth certain information regarding the annual
and long-term  compensation  for services to us in all  capacities for the prior
fiscal years ended December 31, 2005,  2004, 2003, and 2002 of those persons who
were either (i) the chief  executive  officer during the last  completed  fiscal
year or (ii) one of the other four most highly compensated executive officers as
of the end of the last  completed  fiscal  year.  The  individuals  named  below
received no other compensation of any type, other than as set out below,  during
the fiscal years indicated.


                                      -22-



--------------------------------------------------------------------------------------------------------------
                                 Annual Compensation                 Long-Term Compensation Awards
                                 -------------------                 -----------------------------
                                                                     Restricted
                                                      Bonus/         Stock         Stock
Name and                                  Salary      Commission     Awards        Options        All Other
Principal Position               Year     ($)         ($)            ($)           (#)            Compensation
--------------------------------------------------------------------------------------------------------------
                                                                                
Iehab J. Hawatmeh                2005     225,000     114,219                      6,000,000      -
 President, Secretary,           2004     200,000     -              -             3,500,000      -
 Treasurer and Director          2003     175,000     -              -             6,500,000      -
                                 2002     175,000     -              -             1,850,000

--------------------------------------------------------------------------------------------------------------
Trevor M. Saliba                 2005     120,000     31,895                       5,000,000      -
 Sr. Vice President and          2004     108,000     -              -             4,250,000      -
 Director of CirTran             2003     127,000     -              -             3,000,000      -
 Corporation                     2002     118,000     -              -             500,000

--------------------------------------------------------------------------------------------------------------
Raed S. Hawatmeh                 2005     -           -              -             4,000,000      -
 Director of CirTran             2004     -           -              -             2,500,000      -
 Corporation                     2003     -           -              -             3,000,000      -
                                 2002     -           -              -             500,000        -
--------------------------------------------------------------------------------------------------------------
Shaher Hawatmeh                  2005     150,000     30,000         -             2,000,000      -
 Chief Operating Officer         2004     140,000     -              -             4,700,000      -
                                 2003     120,000     -              -             8,400,000      -
                                 2002     120,000     -              -             2,500,000      -
--------------------------------------------------------------------------------------------------------------
Charles Ho                       2005                 460,126                      500,000        -
 President of CirTran Asia       2004     -           157,389        -             -              -
                                 2003     -           -              -             -              -
                                 2002     -           -              -             -              -
--------------------------------------------------------------------------------------------------------------


Option/SAR Grants in the Year Ended December 31, 2005

--------------- ------------  ---------------  ----------------  ---------------
                Number of
                Securities    % of Total
                Underlying    Options Granted
                Options/SARs  to Employees in  Exercise or Base
Name            Granted (#)   Fiscal Year      Price ($/Sh)      Expiration Date
--------------- ------------  ---------------  ----------------  ---------------
Iehab Hawatmeh    6,000,000        30.00%       $0.022 - $0.027  Jan - Dec 2010
--------------- ------------  ---------------  ----------------  ---------------
Trevor Saliba     5,000,000        25.00%       $0.022 - $0.027  Jan - Dec 2010
--------------- ------------  ---------------  ----------------  ---------------
Raed Hawatmeh     4,000,000        20.00%       $0.022 - $0.027  Jan - Dec 2010
--------------- ------------  ---------------  ----------------  ---------------
Shaher Hawatmeh   2,000,000        10.00%       $0.023 - $0.027  Jan - Dec 2010
--------------- ------------  ---------------  ----------------  ---------------
Charles Ho         500,000          2.00%            $0.06          Jan 2006
--------------- ------------  ---------------  ----------------  ---------------


                                      -23-


Option/SAR Grants in the Year Ended December 31, 2004

--------------- ------------  ---------------  ----------------  ---------------
                 Number of
                 Securities     % of Total
                 Underlying   Options Granted
                Options/SARs  to Employees in  Exercise or Base
Name             Granted (#)    Fiscal Year      Price ($/Sh)    Expiration Date
--------------- ------------  ---------------  ----------------  ---------------
Iehab Hawatmeh    3,500,000        14.58%       $0.015 - $0.03   Jan - Dec 2009
--------------- ------------  ---------------  ----------------  ---------------
Trevor Saliba     4,250,000        17.71%       $0.015 - $0.03   Jan - Dec 2009
--------------- ------------  ---------------  ----------------  ---------------
Raed Hawatmeh     3,500,000        14.58%       $0.015 - $0.03   Jan - Dec 2009
--------------- ------------  ---------------  ----------------  ---------------
Shaher Hawatmeh   4,700,000        19.58%       $0.01  - $0.03   Jan - Dec 2009
--------------- ------------  ---------------  ----------------  ---------------

Aggregated Option/SAR Exercises in the Year Ended December 31, 2005 and December
31, 2004 Option/SAR Values

--------------- ---------------  ------------  ---------------  ----------------
                                                  Number of
                                                 Securities        Value of
                                                 Underlying       Unexercised
                                                 Unexercised      In-the-Money
                                                 Options/SARs   Options/SARs at
                                                 at FY End (#)    FY-End ($)
                Shares Acquired     Value        Exercisable/     Exercisable/
Name            on Exercise (#)  Realized ($)   Unexercisable    Unexercisable
--------------- ---------------  ------------  ---------------  ----------------
Iehab Hawatmeh     8,000,000       $198,000           -          $        -
--------------- ---------------  ------------  ---------------  ----------------
Trevor Saliba      4,000,000       $100,000      3,000,000/0     $ 71,000/0
--------------- ---------------  ------------  ---------------  ----------------
Raed Hawatmeh      3,000,000       $ 73,000      5,250,000/0     $123,500/0
--------------- ---------------  ------------  ---------------  ----------------
Shaher Hawatmeh    1,000,000       $ 23,000      2,000,000/0          -
--------------- ---------------  ------------  ---------------  ----------------
Charles Ho             -               -          500,000/0           -
--------------- ---------------  ------------  ---------------  ----------------

Aggregated Option/SAR Exercises in the Year Ended December 31, 2005 and December
31, 2004 Option/SAR Values

--------------- ---------------  ------------  ---------------  ----------------
                                                  Number of
                                                 Securities        Value of
                                                 Underlying       Unexercised
                                                 Unexercised      In-the-Money
                                                 Options/SARs   Options/SARs at
                                                 at FY End (#)    FY-End ($)
                Shares Acquired     Value        Exercisable/     Exercisable/
Name            on Exercise (#)  Realized ($)   Unexercisable    Unexercisable
--------------- ---------------  ------------  ---------------  ----------------
Iehab Hawatmeh     1,500,000       $ 33,750           -            $        -
--------------- ---------------  ------------  ---------------  ----------------
Trevor Saliba      2,250,000       $ 56,250           -            $        -
--------------- ---------------  ------------  ---------------  ----------------
Raed Hawatmeh        750,000       $ 11,250      2,250,000/0       $ 52,500/0
--------------- ---------------  ------------  ---------------  ----------------
Shaher Hawatmeh    3,700,000       $ 56,000      1,000,000/0       $        -
--------------- ---------------  ------------  ---------------  ----------------

         Options issuable in connection with Manufacturing  Agreement -- On June
10,  2004,  we entered into an exclusive  manufacturing  agreement  with certain
Developers, including Charles Ho, the President of CirTran-Asia. Under the terms
of the agreement, we, through our wholly owned subsidiary CirTran-Asia, have the
exclusive right to manufacture  certain products  developed by the Developers or
any of their affiliates.  In connection with this agreement, we identified seven
products, in connection with which we agreed to issue options to purchase shares
common stock to the Developers upon the sale, shipment and payment for specified
amounts of units of a the identified  products,  as set forth below. The options
will be  exercisable  at $0.06 per share,  vest on the grant date and expire one
year after  issuance.  The schedule of units and potential  options that will be
issued follows:


                                      -24-





---------------------  -------  -----------  -------------  -------------  -------------
                                                                             Options
                                Options for     Each                         Issued
                                  Initial    Multiple of     Options for     Through
                       Initial     Units     Units Above    Each Multiple   January 29,
Product                Units       Sold(1)   Initial Units    of Units         2007
---------------------  -------  -----------  -------------  -------------  -------------
                                                            
Ab King Pro            500,000    500,000      100,000         100,000     1,500,000 (3)
---------------------  -------  -----------  -------------  -------------  -------------
Ab Roller              500,000    500,000      200,000         100,000          ________
---------------------  -------  -----------  -------------  -------------  -------------
Ab Trainer Club Pro     25,000    500,000       15,000         100,000          ________
---------------------  -------  -----------  -------------  -------------  -------------
Instant Abs            100,000    500,000       50,000         100,000          ________
---------------------  -------  -----------  -------------  -------------  -------------
Hot Dog Express (2)    300,000  1,000,000      100,000         200,000          ________
---------------------  -------  -----------  -------------  -------------  -------------
Condiment Caddy        200,000    250,000      100,000         100,000          ________
---------------------  -------  -----------  -------------  -------------  -------------
Denise Austin Pilates  200,000    500,000      100,000         100,000          ________
---------------------  -------  -----------  -------------  -------------  -------------



(1)   Except  as set forth in Notes (2) and (3), the  options  set forth in this
table are issuable to Charles Ho, President of our subsidiary CirTran-Asia.

(2)   Of the options for initial units sold for this product,  Mr. Ho, President
of  CirTran-Asia,  is entitled to receive  700,000,  with the remaining  300,000
going to the other  developer.  For each  multiple  of units  above the  initial
units, Mr. Ho and the other developer are each entitled to receive an additional
100,000 options, for an aggregate of 200,000 options.

(3)   Of the  options issued in  connection  with this product,  Mr. Ho received
500,000,  and two other developers each received  500,000 options.  All of these
options expired of their terms in January 2006.

         As of January  29,  2007,  we had issued a total of  1,500,000  options
pursuant  to the  agreement  relating to the Ab King Pro,  but had not  received
sufficient orders or shipped sufficient  quantities of the other products listed
in the table to trigger the issuance of  additional  options.  Of the  1,500,000
options issued,  Mr. Ho received  500,000  options.  The 1,500,000  options were
issued  with an exercise  price of $0.06 per share,  and all  1,500,000  options
expired in January 2006 pursuant to their terms.

         During 2004, Mr. Ho received  approximately  $157,400 in commissions in
connection  with the  manufacturing  agreement.  During  2005,  Mr. Ho  received
approximately  $460,200 in  commissions  in  connection  with the  manufacturing
agreement. During 2006, Mr. Ho received approximately $328,000 in commissions in
connection with the manufacturing agreement.

         Mr. Ho's commissions are calculated by  predetermined  percentages from
manufacturing  agreements  and/or  appendixes.   Most  of  the  commissions  are
calculated  using the sales price less freight and cost of sales to the factory,
that amount is then  multiplied  by the contract  percentage,  per unit for each
product, after the payment has been received.


                                      -25-

Recent Developments

Entry into Amendment Agreements

         On January 12, 2007, CirTran Corporation (the "Company"),  entered into
two agreements with Cornell  Capital  Partners,  LP  ("Cornell"),  both of which
amended prior agreements with Cornell.

         The Company entered into an Amendment  Number 2 to Amended and Restated
Investor Registration Rights Agreement  ("Amendment No. 2") with Cornell,  which
amended an Amended and Restated Investor  Registration Rights Agreement dated as
of August 23, 2006, as amended  October 30, 2006. The purpose of Amendment No. 2
was to extend the filing  deadline for a  registration  statement to be filed by
the Company to register the resale by Cornell of shares of the Company's  common
stock  issuable to Cornell upon  conversion  of a  convertible  debenture in the
aggregate  principal  amount of $1,500,000  (the "August  Debenture")  issued to
Cornell in August 2006. The new filing deadline for the  registration  statement
is June 1, 2007.

         The  Company  also  entered  into an  Amendment  Number  4 to  Investor
Registration Rights Agreement ("Amendment No. 4") with Cornell, which amended an
Investor  Registration  Rights  Agreement dated as of December 30, 2005, as most
recently  amended October 30, 2006. The purpose of Amendment No. 4 was to extend
the filing  deadline for a registration  statement to be filed by the Company to
register the resale by Cornell of shares of the Company's  common stock issuable
to Cornell upon conversion of a convertible debenture in the aggregate principal
amount of $1,500,000  (the "December  Debenture")  issued to Cornell in December
2005. The new filing deadline for the registration statement is June 1, 2007.

Entry into Exclusive Manufacturing and Supply Agreement

         On November 30, 2006, CirTran Corporation (the "Company"), entered into
an Exclusive  Manufacturing  and Supply Agreement (the  "Agreement") with Evolve
Projects, LLC ("Evolve"), an Ohio-based limited liability company.

         The  term  of the  Agreement  (the  "Term")  is  for  five  years  from
execution,  and may be  continued  on a  month-to-month  basis  thereafter.  The
Agreement  relates to the  manufacturing and production of a new fitness product
(the "Product").  Under the Agreement,  Evolve committed to minimum orders of at
least  20,000  units  during the first year of the Term,  at least  30,000 units
during the second year of the Term,  and at least  40,000 units during the third
year of the  Term.  During  the  Term,  Evolve  agreed  to  purchase  all of its
requirements for the Product on an exclusive basis from the Company.

         The Product is designed to strengthen and  rehabilitate  the lower back
and adjacent areas of the body.  Under the terms of the  Agreement,  Evolve will
own all right,  title,  and interest in and to the Product,  and will market the
Product under its own trademarks, service marks, symbols or trade names.

         On December 5, 2006,  the Company  announced  that it had  received the
first  purchase  order from  Evolve for more than  $54,000 of the  Product.  The
Product will be  manufactured in China by the Company's  Asia-based  subsidiary,
CirTran Asia, and the Company anticipates that the Products will ship under this
first purchase  order to the United States during January 2007.  Once Evolve has
approved the first  production  run of the Product,  the Company and Evolve will
confirm the price per unit.

         New Director

         As noted  above,  on February  1, 2007,  Fadi Nora was  appointed  as a
director of the Company.


                                      -26-


                                  ANNUAL REPORT

         Copies  of the  Company's  Annual  Report  on  Form  10-KSB  (including
financial  statements  and  financial  statement  schedules)  for the year ended
December 31, 2005,  filed with the  Securities  and Exchange  Commission  may be
obtained without charge by writing to the Company - Attention:  Richard Ferrone,
4125 South 6000 West,  West Valley City, Utah 84128. A request for a copy of the
Company's   Annual   Report  on  Form  10-KSB   must  set  forth  a   good-faith
representation  that the  requesting  party  was  either a holder of record or a
beneficial  owner of common stock of the Company on March 16, 2007.  Exhibits to
the Form 10-K,  if any,  will be mailed  upon  similar  request  and  payment of
specified fees to cover the costs of copying and mailing such materials.


                    ----------------------------------------


                                            By Order of the Board of Directors

                                            /s/ Iehab Hawatmeh
                                            Iehab Hawatmeh
                                            President and Director

West Valley City, Utah
March 29, 2007
























                                      -27-


EXHIBIT 1
ARTICLES OF AMENDMENT FOR ARTICLES OF INCORPORATION

                            CERTIFICATE OF AMENDMENT

              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                              -Remit in Duplicate-

1.       Name of Corporation: CirTran Corporation.

2.       The articles have been amended as follows (provide article numbers,
if available):

         The Articles of Incorporation are to be amended by striking out the
first paragraph of Article IV, as amended to date, in its entirety, and
inserting a new first paragraph of Article IV reading as follows:

                                   ARTICLE IV
                                 CAPITALIZATION

         The aggregate number of shares which this Corporation shall have
         authority to issue is 1,500,000,000 Common Shares having a par value of
         $0.001 per share. Each share of stock shall entitle the holder thereof
         to one (1) vote on each matter submitted to a vote at a meeting of the
         shareholders. All stock of the Corporation shall be of the same class
         and shall have the same rights and preferences. The capital stock of
         the Corporation shall be issued as fully paid, and the private property
         of the shareholders shall not be liable for the debts, obligations or
         liabilities of the Corporation. Fully paid stock of this Corporation
         shall not be liable to any further call of assessment. Effective as of
         the time at which this Certificate of Amendment to Articles of
         Incorporation (the "Amended Articles") becomes effective (the
         "Effective Date"), all outstanding shares of common stock of the
         Corporation automatically shall be subdivided at the rate of 1.20
         shares for one share (the "Forward Split") without the necessity of any
         further action on the part of the holders thereof or the Corporation,
         provided, however, that the Corporation shall, through its transfer
         agent and as necessary, exchange certificates representing common stock
         outstanding immediately prior to the Effective Date of the Forward
         Split (the "Existing Common") into new certificates representing the
         appropriate number of shares of common stock resulting from the
         subdivision ("New Common").

3.       The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as ay be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:________________________.*

4.       Signatures (Required):

__________________________________          ____________________________________
President or Vice President                 and   Secretary or Asst. Secretary

*If any proposed amendment would alter or change any preference or relative or
other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof. IMPORTANT: Failure to
include any of the above information and remit the proper fees may cause this
filing to be rejected.

                                      -28-


EXHIBIT 2
FORM OF PROXY
                               CirTran Corporation
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Iehab Hawatmeh as Proxy, with full power of
substitution, and hereby authorizes him to represent and vote, as designated
below, all shares of Common Stock of the Company held of record by the
undersigned at the Special Meeting of Shareholders to be held at the Company's
headquarters, located at 4125 South 6000 West, West Valley City, Utah 84128 on
Monday, April 30, 2007, at 10:00 a.m., M.D.T., or at any adjournment thereof.

1.       To consider and act upon a proposed amendment to the Company's articles
         of incorporation that would increase the authorized capital of the
         Company to include 1,500,000,000 shares of Common Stock, par value
         $.001 per share, and effectuate a 1.2 shares for 1 share forward stock
         split.

         FOR                        AGAINST                         ABSTAIN
         /  /                       /  /                             /  /

2.       In his discretion, the Proxy is authorized to vote upon such other
         business as may properly come before the Special Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND IN THE PROXY'S DISCRETION FOR PROPOSAL 2.

Please sign and date this proxy where shown below and return it promptly:



Date: _____________________________________, 2007
Signed:
SIGNATURE(S)

PLEASE SIGN ABOVE EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.














                                      -29-

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