billpr: I haven't heard anyone suggest that perhaps management eluded to an uplisting and audit (that takes one year) LOL, simply to get their proxy passed and then have reasons why the audit isn't necessary and that the uplist could be put off into the future. We must give some thought to all possibilities.

LeGoose: Please reconsider your no vote on proxy item 2. If 1 passes and 2 fails the O/S could be about 1.6M while the A/S would still be 500M.

Thanks Pinks.

He won't need to raise $15M only less than $200,000. The market can force the price back to pre-split levels. If the R/S is approved we will see what happens to the PPS.

LeGoose: Who counts the shareholder votes? Is there an independent verification of the results?

Robotech: I strongly agree.

Pinks: Ferris may not be so naive as you may think. It appears that he may have had the current OWNERS get the company out of IRS & Dutchess debt and then find no further use for the current OWNERS.

When I say current OWNERS I am referring to those, including me, that bought in while the company reduced the debts to IRS & Dutchess.

Do a 1/100 R/S then take it private. The other proxy items appear to lean toward going private as well. IMO

avocado: The company may be doing great and the PPS can sink if the directors intend to take it private. Why would Ferris care about his current holdings if he can hold it all later?

avocado: I agree, I should have said about $125,000 would be needed to buy-out the current OWNERS not just over $1,000. Thank you.

weeble: If Bob is taking it private he wouldn't be paying himself to get the shares that he already has.

I would expect that he would want to reduce the PPS from say .08 to .0008 and buyout the remaining owners at that price. With a 1 for 100 R/S and the PPS falling back to pre-reverse levels the equivelant shareprice, pre-reverse, would be .0008. 1,580,000 shares at .0008 is a little over $1,000. Once the company is owned privately the new owners keep all the profit. They don't have to share it with the current owners (shareholders).

Don't get me wrong, I HOPE that Mgt. is not attempting to go private without a reasonable offer to buy-out the current OWNERS.

The company appears to be doing quite well but the stock is not.

stormer: It is beginning to appear that Mgt. no longer has any need for the current OWNERS of the company.

I am swaying more and more to a NO VOTE on all proxy items other than #2. If Mgt. were sincere we would have heard additional arguments from them. Don told me that he reads the message boards so he is fully aware of shareholder disatifaction with the proxy.

If the current OWNERS are successful in voting down the proxy items Ferris will have to make his profits along with the OWNERS, not without them.

weeblewobble09: We were on our way to higher PPS when the current proxy torpedoed us. I wonder if Ferris is keeping the PPS down for his own reasons.

stormer: I agree with this 100%.

Shill? You may have nailed it. Might be conspiracy theory but it adds fire to the "taking it private" idea.

Hitting on a nerve causes some folks to deflect and attempt to disuade others from looking further into the possible attempt to take Virtra private.

The proposals in the proxy, taken as a whole, point to the POSSIBILITY, and perhaps the PROBABILITY, that Ferris does actually want to take it private.

Greed can be very motivating.

Schneidku40: I don't have any factual information to doubt your comment that the "audited financials are coming if the R/S is approved" but what is your basis for such a comment? Hope, or something more? Please share. TIA

ztect: I believe you may well be right. I will continue to ponder the R/S.

Ferris' reason for the R/S does have some possible merit, but again the low PPS apparently didn't cause GM to nix their relationship with Virtra.

ztect: How coincidental, I was at 36,000 feet as the cc bagan while I was going OUT on a business trip. STRANGE

That said, we currently disagree on the RS. I am still mulling it over and perhaps it is a needed event. Either way I will vote Yes on the reduction in A/S.

A couple of the other proposals I am almost certain to vote no on.

Audited financial statements would definately give investors more confidence in this stock.

roscoe2: I also heard the comment about suppporting the PPS. This is great news if it is true. Although it is not logical. If it is just BS then the PPS will probably fall. I think the Co. needs the funds for expansion more than for PPS support. My synical side says it was an answer most wanted to hear.

5cap: It appears that you and I are about to vote the same. Are you willing to share the replies you received from the company? If yes, please do. TIA

ztect: ABLE was a successfull R/S. After the R/S it continued to claim in share price. HOWEVER, about 1 or 2 years later the company became embroiled in some questionable operations that took it down. I was fortunate to get out before the major downturn.

My concern with VTSI's proxy is the erosion of stockholder influence. Why reduce the required number of directors or voting pecentages if you plan to later attempt to get listed?

I think we all can agree that audited financial statements are much more critical than a R/S.

I agree 100% that the lack of audited financials is more important than the price per share. What is the true reason for the lack of an audit?

TesterH For what it is worth, I whole-heartedly agree.

I agree with your wink.

Even if shareholders are basically voting NO on each item they should certainly consider voting YES on the reduction in A/S. If they vote no on RS and no on the reduction in A/S but the RS still passes they may end up with a Reverse Split but the A/S remains at 500.000.000. This would make room for enough dilution to essentially wipeout the current common shareholders.

See you around WEO. Thanks for all your comments.

pmaher: When VirTra paysoff any amount of a liability it reduces their cash balance and the related liability. It has no effect on income or expenses. It may effect future expenses such as reduced interest expense but that is because a liability has been reduced. If they payout cash to buy an asset it does not effect income and expense until the asset is depreciated or sold at a gain or loss. If VirTra paysout a dividend it does not effect income and expense other than the administrative cost to effectuate the payment. If VirTra paysout cash to incurr an expense it decreases net income due to incurring the expense. If VirTra uses cash to payoff accounts payable it does not effect income and expense. When they incurred the payable it may have effected expenses.

pmaher: You are confusing cash flow with income and expenses. 2 different reports on activities.

Perhaps through the L-3 link Virta got a piece of these sales.

Good, at least some activity about to happen perhaps.

Before the 500s started trading I was sitting at 77 and I got none of the 500s. I did get the bigger trades but still am waiting on less than 5000 to go through at 77.

Today someone is buying and someone is selling multiple trades at 500 shares each. I have had a bid in at the price the 500s are trading but after my first 5000 purchase I have received none. This would cost about $0.02 per trade on top of the $0.077 per share cost. Unless they had some kind of promotional free trading. Why would someone execute this pattern of trading?

I agree. We may see a nice run when earnings are released in November. This could get interesting.

Per Jed Wallace of Streetrelations.com

FOR IMMEDIATE RELEASE:

Contact: Jed Wallace

Street Relations, Inc.

(310) 403-0559

jed@streetrelations.com



VIRTRA PAYS OFF DUTCHESS LIABILITY



TEMPE, AZ - October 27, 2010 – Bob Ferris, VirTra Systems' CEO (VTSI.PK), today announced that the company has paid off its financial obligation to Dutchess Private Equities Fund I, LLC.

The final conversion amount of $19,148 was paid in cash. VirTra has no other convertible debenture nor is currently looking to sell its stock for cash.

Bob Ferris, CEO of VirTra, said, “Today marks an important step for VirTra, where the strength of our business and balance sheet helps to bolster the value of our equity. Paying off this convertible debenture not only stabilizes our share structure, but it also permits VirTra to invest more resources into growing our business.”

That is how I see it as well. Normal stock movement.

It appears that the MMs just don't have much interest in this stock trading so few shares at such a low price. I am still adding to my holdings.

I have had a buy order in at $0.0735 since about 10 AM today. It appeared to have been listed up until about noon when the MMs reduced the bid to $0.0711 even though my open order (for more than 30,000 shares) still has not been filled. Very peculiar!

5cap: Good info. thank you.

Sir Felix: Bid higher.

Nice finds. Thank you for sharing.