CIRX CirTran Corporation (PK)

On May 4, 2015, the stockholders of CirTran Corporation approved an amendment to the Corporation’s articles of incorporation providing for a 1,000-to-1 reverse split of the Corporation’s common stock and a decrease of the Corporation’s authorized common stock to 100,000,000 shares, par value $0.001. The amendment had previously been approved by the board of directors on October 24, 2014. The Second Amendment to Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.04, has been filed with the Nevada Secretary of State and is intended to be effective as of 8:00 a.m., local time, on Monday, May 25, 2015, subject to approval by FINRA.

In lieu of issuing fractional shares resulting from the reverse split, fractional shares otherwise issuable to a registered holder will be rounded upward to the nearest whole share. If required FINRA approval is not received in order for the reverse split to be effective on May 25, 2015, the Corporation will select another date and announce it publicly in a Current Report on Form 8-K.

ITEM 5.07—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 4, 2015, at a special meeting of the stockholders of CirTran Corporation, the stockholders voted as indicated on the following matters submitted to them for consideration:

(a) to approve a proposed amendment to the Company’s Articles of Incorporation to recapitalize the Company by reverse-splitting the outstanding common stock 1,000-to-one:

(b) to approve a proposed amendment to the Company’s Articles of Incorporation to recapitalize the Company by reducing the authorized common stock to 100,000,000 shares, par value $0.001:

The other proposals to authorize a class of preferred stock and to authorize the Company to adjourn the meeting were not submitted to the stockholders for approval.

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

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.

SECOND AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

CIRTRAN CORPORATION

This Second Amendment to the Articles of Incorporation of CirTran Corporation (hereinafter referred to as the “Corporation”), has been duly adopted in accordance with Section 78.390 of the Nevada Revised Statutes.

1. Name. The name of the Corporation is CirTran Corporation.

2. Amendment. The text of the Articles of Incorporation is to be amended by striking Article IV, as amended to date, in its entirety, and inserting a new Article IV reading as follows:

ARTICLE IV

CAPITALIZATION

(a) Effective as of the date of filing this Second Amendment to the Articles of Incorporation (the “Effective Time”), each 1,000 issued and outstanding shares of Common Stock shall thereupon be combined into one share of validly issued, fully paid, and nonassessable Common Stock. Each stock certificate that prior to the Effective Time represented shares of Common Stock shall, following the Effective Time, represent the number of shares of Common Stock into which the shares represented by such certificate shall be combined. The Corporation shall not issue fractional shares or scrip as the result of the combination of shares, but shall issue to each record holder of Common Stock that number of shares obtained by rounding fractional shares otherwise issuable pursuant to the foregoing combination to the next higher number of whole shares.

(b) The Corporation shall have the authority to issue 100,000,000 shares of common stock, par value $0.001 per share (“Common Stock”). Shares of any class of stock may be issued, without stockholder action, in one or more series, as may from time to time be determined by the board of directors. The board of directors is hereby expressly granted authority, without stockholder action, and within the limits set forth in the Nevada Revised Statutes, to:

(i) designate, in whole or in part, the voting powers, preferences, limitations, restrictions, and relative rights of any class of shares before the issuance of any shares of that class;

(ii) create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the voting powers, preferences, limitations, restrictions, and relative rights of the series, all before the issuance of any shares of that series; or

(iii) alter or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares.

(c) The allocation between the classes or among the series of each class of unlimited voting rights and the right to receive the Corporation’s net assets upon dissolution shall be as designated by the board of directors. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation’s bylaws, or in any amendment hereto or thereto, shall be vested in the Common Stock. Accordingly, unless and until otherwise designated by the board of directors, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the Corporation’s net assets upon dissolution.

The foregoing Second Amendment to the Articles of Incorporation was adopted by resolution of the Corporation’s board of directors on October 24, 2014, and by the holders of a majority of the Corporation’s issued and outstanding common stock on May 4, 2015, pursuant to the Nevada Revised Statutes. The Corporation has only Common Stock issued and outstanding. The number of shares of Common Stock issued and outstanding and entitled to vote on March 2, 2015, the record date for consideration of the foregoing amendment, was 4,498,891,910. The proposal to recapitalize the Corporation by reverse-splitting the outstanding common stock 1,000-to-one was adopted by a vote of a majority of the outstanding stock, with 2,823,634,749 shares voted for, 701,960,974 shares voted against, and 19,210,123 shares abstaining, and proposal to recapitalize the Corporation by reducing the authorized common stock to 100,000,000 shares, par value $0.001, was adopted by a vote of a majority of the outstanding stock, with 2,895,960,879 shares voted for, 393,073,428 shares voted against, and 255,871,239 shares abstaining. By executing this Second Amendment to the Articles of Incorporation, the president does hereby certify that on May 4, 2015, the foregoing amendment was authorized and approved pursuant to Section 78.390 of the Nevada Revised Statutes. The undersigned affirms and acknowledges, under penalties of perjury, that the foregoing instrument is his act and deed and that the facts stated herein are true.

DATED this 6th day of May, 2015.

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