CIRTRAN CORPORATION
4125 South 6000 West
West Valley City, Utah 84128
April 8, 2002
Securities and Exchange Commission
Division of Corporate Finance
450 5th Street
Washington, D.C. 20549
ATTN: Tom Jones
Mail Stop: 0306
Re: CirTran Corporation (the "Registrant")
Registration Statement on Form SB-2
File No. 333-64832
Filed July 10, 2001
Dear Sir:
The Registrant hereby applies to withdraw the above-referenced
Registration Statement, which was filed in respect of a secondary offering of
common stock currently held by various shareholders of the Registrant. The
shares that were the subject of the Registration Statement were being
voluntarily registered and are not subject to any contractual registration
obligation. No shares of common stock held by the selling shareholders were sold
under this Registration Statement. An aggregate of 532,760 shares of common
stock, out of the total 52,978,350 shares of common stock that were the subject
of the Registration Statement, were sold by three selling shareholders pursuant
to the provisions of Rule 144 during the period 14 November 2001 to 25 January
2002.
The Registrant is withdrawing the Registration Statement for two
principal reasons. First, the primary reason the Registrant initially filed the
Registration Statement was to increase the size of its public float in order to
qualify for quotation on the NASD Over-the-Counter Bulletin Board. Since initial
filing of the Registration Statement, however, a significant number of the
Registrant's shares of common stock have become eligible for resale under Rule
144. In light of this fact, the Registrant no longer desires to incur further
expense in having the Registration Statement declared and kept effective.
The Registrant is also seeking to withdraw the Registration Statement
in anticipation of a possible private offering in reliance on Rule 155(c).
Sincerely,
CIRTRAN CORPORATION
/s/ Iehab J. Hawatmeh
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By: Iehab J. Hawatmeh
President