SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT Pursuant
TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 15,2002
(March 12, 2002) -----------
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CirTran Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State of Other Jurisdiction of Incorporation)
0-26059 68-0121636
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(Commission File Number (IRS Employer Identification No.)
4125 South 6000 West, West Valley City, Utah 84128
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(Address of Principal Executive Offices) (Zip Code)
801.963.5112
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On March 12, 2002, the registrant engaged Hansen, Barnett & Maxwell as its
independent auditor following its dismissal, effective March 12, 2002, of Grant
Thornton LLP ("Grant Thornton"). The registrant's Board of Directors approved
the engagement of Hansen, Barnett & Maxwell and the dismissal of Grant Thornton.
Grant Thornton had served as the registrant's independent accountants since
February 1999. Grant Thornton's auditors' report on the consolidated financial
statements of the registrant and subsidiaries as of and for the years ended
December 31, 1999 and 2000 contained a separate paragraph stating that the
registrant had an accumulated deficit, had suffered losses from operations and
had negative working capital that raised substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters were
also described in Note B to such financial statements. The consolidated
financial statements did not include any adjustments that might result from the
outcome of this uncertainty.
The registrant's consolidated financial statements for the year ended December
31, 2000 were restated on September 15, 2001. The auditor's report for these
restated financial statements contained a separate paragraph stating that "as
discussed in Note Q to the financial statements, the 2000 financial statements
have been restated to correct a previously reported overstatement of inventory
and understatement of accounts payable and accrued liabilities." The description
of the restated items and the amounts involved were set out in Note Q to these
financial statements.
Except as noted above, Grant Thornton's report on the registrant's restated
financial statements for the fiscal years ended December 31, 1999 and 2000
contained no adverse opinions or disclaimer of opinions, and were not qualified
as to audit scope, accounting principles, or uncertainties.
As required by applicable rules of the Securities and Exchange Commission, the
registrant notified Grant Thornton that, except as described below, during the
registrant's two most recent fiscal years and the interim period from January 1,
2002 through March 12, 2002, the registrant was unaware of any disputes between
the registrant and Grant Thornton as to matters of accounting principles or
practices, financial statement disclosure, or audit scope or procedure, which
disagreements, if not resolved to the satisfaction of Grant Thornton, would have
caused it to make a reference to the subject matter of the disagreements in
connection with its reports.
Grant Thornton issued a letter to the registrant dated September 15, 2001,
informing the registrant that Grant Thornton believed that material weaknesses
existed with respect to the registrant's segregation of duties, the pervasive
use of "suspense" accounts, inventory pricing and obsolescence, failure to
record interest and depreciation expense, and to accrue penalties on past due
payroll tax liabilities, and that these weaknesses resulted in significant audit
adjustments and delayed the timely preparation of financial statements.
Grant Thornton's letter of September 15, 2001 specifically enumerated the
following three disagreements with management as to matters that could be
significant to the registrant's financial statements or Grant Thornton's audit
report: (i) a disagreement with the registrant's continued pervasive use of
suspense accounts; (ii) a disagreement with the registrant's valuation of
inventories, particularly as relating to inventory price testing and
obsolescence; and (iii) a disagreement with the registrant's failure to accrue
penalties and interest on past-due payroll tax liabilities. After discussion of
these items, the registrant's management accepted Grant Thornton's recommended
adjustments.
The registrant requested that Grant Thornton furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of the letter received by the registrant from Grant
Thornton with respect to the registrant's request, addressed to the Securities
and Exchange Commission, is attached hereto as Exhibit 16.1.
Effective March 12, 2002, the registrant engaged Hansen, Barnett & Maxwell as
its independent auditors with respect to the registrant's fiscal year ending
December 31, 2001. During the registrant's most recent fiscal year and through
March 12, 2002, the registrant had not consulted with Hansen, Barnett & Maxwell
regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the registrant's financial statements, and neither a
written report was provided to the registrant nor was oral advice provided that
Hansen, Barnett & Maxwell concluded was an important factor considered by the
registrant in reaching a decision as to the accounting, auditing or reporting
issue; or (ii) any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304 (a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not Applicable.
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(b) Pro Forma Financial Information. Not Applicable.
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(c) Exhibits.
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16.1 Letter from Grant Thornton LLP, dated May 15, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CirTran Corporation
Date: May 15, 2002 By: /s/ Iehab J. Hawatmeh
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Iehab J. Hawatmeh, President