From PRNewswire



VirTra Systems Files 2005 Annual Report


ARLINGTON, Texas, April 18 /PRNewswire-FirstCall/ -- VirTra Systems,
Inc. (OTC Bulletin Board: VTSI) today filed its audited 2005 10-K annual
report with the Securities and Exchange Commission.
Total revenue reported for the year was $977,358, down 26% compared to
$1,328,180 one year ago. Net loss for 2005 was $1,995,056, or $(0.03) per
share, compared to net profit of $1,612,569, or $0.03 per share, in 2004.
"Despite weaker than expected U.S. military procurement, 2005 was a
year of positive evolution for VirTra Systems," stated L. Kelly Jones,
VirTra Systems' chief executive officer. "In 2005, we laid the foundation
for our currently-pending acquisitions, expanded simulation and promotional
market share, entered the medical simulator market, and launched new
firearm simulation accessories.
"Late last year, VirTra Systems completed due diligence and executed a
merger agreement for the acquisition of three electronics manufacturing
service firms. The merger will bring ISO 9001:2000 manufacturing
capabilities in-house, positively diversify our revenues, and augment the
company's income more than ten-fold.
"After launching the IVR 4G(TM) military training simulator in December
of 2004, simulators were sold or installed in 2005 for the U.S. Air Force,
U.S. Army, Army Research Laboratory, and law enforcement agencies in
Michigan, Utah, South Carolina, and Georgia. Internationally, we added two
new customers in Mexico, and secured our initial order from Asia.
"Calendar 2005 promotional sales included returning customers such as
Red Baron(R) and Buick(R), and new projects including Pfizer Pharmaceutical
and the U.S. Army Recruiting Command. The year also witnessed the launch of
a specially-modified IVR(TM) 180 simulator for Case Western Reserve
University's speech pathology treatment and training research project.
"New product innovation continued in 2005, with the successful launch
of our wireless and tetherless handgun recoil kits.
"Although market fluctuations, particularly in governmental
procurement, have impacted our projections to-date, we believe our
corporate strategy of diversifying revenue through complementary
acquisitions, coupled with preserving the pent-up training demand, is the
right strategy for the long- term benefit of our shareholders. Everyone
within the company remains devoted to this objective," Jones concluded.
About VirTra Systems
Utilizing patented technology, VirTra Systems sells situational
awareness firearms training systems to military agencies such as the U.S.
Air Force, Army, and Department of Defense, and to national and
international law enforcement agencies. The company also produces
multisensory promotional virtual reality systems and 3-D theaters for
clients such as General Motors, Pennzoil, Red Baron(TM) Pizza, and the U.S.
Army. For more information, visit http://www.virtra.com .
One of our most important responsibilities is to communicate with
shareholders in an open and direct manner. Comments are based on current
management expectations, and are considered "forward-looking statements,"
generally preceded by words such as "plans," "expects," "believes,"
"anticipates," or "intends." We cannot promise future returns. Our
statements reflect our best judgment at the time they are issued, and we
disclaim any obligation to update or alter forward-looking statements as
the result of new information or future events. VirTra Systems urges
investors to review the risks and uncertainties contained within its
filings with the Securities and Exchange Commission.
Media Relations:
VirTra Systems, Inc.
Steve Haag, vice-president
of investor relations
Arlington, Texas
(817) 261-4269
shaag@virtra.com



SOURCE VirTra Systems, Inc.
Web Site: http://www.virtra.com


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SirFelix, this is what I have found on REGDEX
Doug


D. Regulation D
Regulation D establishes three exemptions from Securities Act registration. Let's address each one separately.

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Rule 506
As we discussed earlier, Rule 506 is a "safe harbor" for the private offering exemption. If your company satisfies the following standards, you can be assured that you are within the Section 4(2) exemption:


You can raise an unlimited amount of capital;
You cannot use general solicitation or advertising to market the securities;
You can sell securities to an unlimited number of accredited investors (the same group we identified in the Rule 505 discussion) and up to 35 other purchasers. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated - that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
It is up to you to decide what information you give to accredited investors, so long as it does not violate the antifraud prohibitions. But you must give non-accredited investors disclosure documents that generally are the same as those used in registered offerings. If you provide information to accredited investors, you must make this information available to the non-accredited investors as well;
You must be available to answer questions by prospective purchasers;
Financial statement requirements are the same as for Rule 505; and
Purchasers receive "restricted" securities. Consequently, purchasers may not freely trade the securities in the secondary market after the offering.
Since the SEC definitions for Rule 506 reference Rule 505, here is the Rule 505 information from the same page:


Rule 505
Rule 505 provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, you may sell to an unlimited number of "accredited investors" and up to 35 other persons who do not need to satisfy the sophistication or wealth standards associated with other exemptions. Purchasers must buy for investment only, and not for resale. The issued securities are "restricted." Consequently, you must inform investors that they may not sell for at least a year without registering the transaction. You may not use general solicitation or advertising to sell the securities.


An "accredited investor" is:


a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation or partnership with assets exceeding $5 million;
a director, executive officer, or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors;
a natural person with a net worth of at least $1 million;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
a trust with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.
It is up to you to decide what information you give to accredited investors, so long as it does not violate the antifraud prohibitions. But you must give non-accredited investors disclosure documents that generally are the same as those used in registered offerings. If you provide information to accredited investors, you must make this information available to the non-accredited investors as well. You must also be available to answer questions by prospective purchasers.

Here are some specifics about the financial statement requirements applicable to this type of offering:


Financial statements need to be certified by an independent public accountant;
If a company other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the company's balance sheet, to be dated within 120 days of the start of the offering, must be audited; and
Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish audited financial statements prepared under the federal income tax laws.

KP, I gave up guessing for lent. lol-- Honestly though I am in the "it will happen when it happens" mode. I have wasted way to much energy worrying about things that I have no control over.
Back to sleep
Best
Doug

Since the new CFO, Mr Rogers, will be submitting the 10-K I would expect him to go back thru all the earlier computations, just to be sure it all conforms to his criteria.
Better the filing be a little late than to be wrong.
Doug

Cybersearch, I got a chuckle from CB's post. I think it is safe to say that after the merger VirTra will no longer be as we know it.
Doug

weo, I don't follow charts on OTC stocks. But I think it could be a very interesting week.
Doug

garrett, very well said. Doug eom

Jbull, pinksheets is showing 106098 for volume close at .092.
Doug

weo1998, I am as frustrated as you are. It seems like we are always waiting for something.
I did a little research on the time frame from the GameCom/Ferris merger and found it took a full 5 months from start to finish.
In comparison Ferris was a much smaller company and probably easier to audit.
VirTra now has to deal with 2 companies with 2 sets of owners and their accountants.
Then there is the physical audit of each of the companies.
After all that is completed, the proxy can be filed with the SEC.
With all the new rules, I'm sure the accountants and auditors are in a CYA mode, and checking and double checking everything.

It doesn't make the waiting any easier and watching the share price drop into the single digits is enough to p--- anyone off.

I expect the proxy to be filed with the SEC by mid April, then the SEC has, I think, 10 days to question it or approve it.
After they approve the proxy statement it will take a couple of weeks to get it to the shareholders.

It is a frustrating process that the government, in all their wisdom, has in place to protect shareholders. (or could it be to get more fees and taxes)

Anyway, we wait and wait. It sure would help ease the wait if there were some sales.

Best
Doug

Guys, I did not say I was Happy about the deal. I also wish the money would have been spent on new IVR systems.
I was just trying to make it clear that it was an upgrade contract not a new system contract.
I don't know if VirTra will ever close a multi system sale, every time a potential customer upgrades an older system it is a loss of a new sale for VirTra.
Doug

Barnabus2, the first line of the PR explains it is a new contract to upgrade existing systems.

ATLANTA--(BUSINESS WIRE)--March 6, 2006--The U.S. Marine Corps (USMC) has awarded FATS, Inc. a contract valued at over $12 million to supply simulated weapons and courseware enhancements to be used with existing FATS' integrated synthetic training environment platforms.

Doug

Bylo, you must have missed this.
Doug

With David's previous experience as vice-president of corporate finance for CapNet Securities, and as a recent analyst for CapNet and The Dorato Group, we believe his keen financial insight, and demonstrated ability to oversee large, diverse operations, will be of considerable benefit to our soon-to-be larger company.

Al4343, "exhausted & frustrated" is putting mildly. We should know more within the next 30 or so days.
From the Feb 6 F&S letter
"We continue to move forward with the merger, with the accountants fully engaged and working on the required audited financials. It now appears that we will be utilizing 2004 and 2005 audited financials, with the proxy statements currently targeted for mailing during March, prior to VirTra Systems' 10-K filing deadline in early April. Again, once the proxy statement is mailed, we will be in a position to more fully explain and discuss the proposed merger, including the reasons why management is so fully supportive of the proposal."
Best
Doug

KP, as I recall the patent process, once you apply and the application is accepted, you wait, and wait, and wait.
If the patent office has a question or a need for clarification they contact you. They do not send out updates as it goes thru the system. My guess would be that VirTra does not know at this time what the status is.
Go ahead and write Kelly or Steve, the worst they can do is return your mail unopened. lol
A word of advice, keep it short and to the point, Kelly does not like to be sent book length e-mails.
Good luck
Doug

KP, I don't feel that is my job as a moderator. If a poster has questions they should send them to Steve Haag, or Kelly.
I have not checked on the progress of the patents, but I do know that the process can take years to complete.
Doug

David, I did not say "I have about had enough". I said I understood what the delays were but I didn't like it.
Doug

David, my answers are in bold.

Doug, are you satisfied with the sale of 1 unit per month on average? Hell no As a shareholder, what are your expectations? I expect(ed) a lot more

Having said that let me explain. I understand the reason(s) for the lack of sales. Things that are totally out of VirTra's control have caused the whole Sim/Training market to dry up. This is a temporary condition and the tide will turn, my hope is VirTra can stay the course.

IMO, nothing short of $10M this year will put us in the black. Thats at least, on average, 5-7 units per month. Do we even have these kinds of potential orders in play? Yes, I believe they do, providing the military can free up some funds for training. I know we have lots of "irons in the fire", but will they provide this kind of revenue. Yes.

Assuming we do..... Now moving on the what kind of revenue will move the stock price. Are we looking at $20M, $30M, $40M? I think one solid U S Military order of $10M will move the Share Price dramatically.

Doug

Barnabus2, Don't forget the Oct 19, 2005 PR. Sale to Mexico.

I would figure 3 known sales in the past 4 months.

Doug

Bylo, for months now Kelly has been saying that the government has not been spending money on Sim Training. I feel that VirTra has been holding it together with small sales and a low overhead. The others have a much higher overhead and are hurting.
I'm not saying that VirTra isn't hurting, I just think they are in a better position for new business when things turn around.
On their first trip to Asia they come away with their largest order to date, and have high expectations of more orders.
"Our sales trip to Southeast Asia last fall showed immediate signs of
success," commented Michael Kitchen, VirTra Systems' executive vice-president.
"Our technologies were eagerly received during our visits, and I soon expect
more international orders of this nature."

Doug

Barnabus2, and if Kelly had written that PR you would be saying VirTra was on its death bed. LOL.
Doug

Barnabus2, what kind of calender are you using?
You said "1st order in 4 months", when in fact the last known sale was December 21, 2005. Or don't you count the sale to Case Western.
Doug

Barnabus2, I try to keep an eye on what is going on in the industry, FATS lost money in its last Q on lower sales, and IES is consolidating its operations and moving to Ann Arbor, MI.
I copied their PR's below.
Doug

Arotech Consolidating Its Simulation Group - Moving IES from Denver to Ann Arbor; Relocation of IES Interactive Training Will Allow for Expanded Capabilities and Potent Market Position in Growing Interactive Training Industry

Update: 9:40 AM ET Feb 14, 2006


ANN ARBOR, Mich., Feb 14, 2006 (BUSINESS WIRE) -- Arotech Corporation (NasdaqNM:ARTX) announced today that it is consolidating its Simulation Training operations by moving its IES Interactive Training subsidiary to Ann Arbor, Michigan. The relocation of IES, which will continue to operate under the IES brand name, will facilitate the strengthening of Arotech's Simulation and Security Division by consolidating its two simulation companies, IES and FAAC. The IES move is expected to be completed by June 2006.
Arotech expects to realize significant product synergies in addition to the clear cost savings this move will create. Each company brings its own unique capabilities to the union, IES with its leadership in interactive video scenario creation and training and FAAC with its extensive expertise in digital graphics and 3D training environments.
"This move has been contemplated for some time, and the more we communicate the possibilities between companies, the more excited we become over bringing our respective strengths together. IES will help to complete many of our vehicle simulator offerings with professional training and courseware offerings," said Dean Krutty, President of Arotech's FAAC Incorporated subsidiary. "Furthermore, we anticipate synergy at all staff levels to provide an environment conducive to the research and development of new products and services for professional trainers in law enforcement, public safety and the military - ultimately benefiting each corporation and the customers they serve."
"We look forward to the move. By working together with FAAC, IES will be able to create new products and to attain new market segments in the interactive training industry that were difficult to reach prior to this partnership," said Rob McCue, Vice President of IES.
"This consolidation will create an advanced comprehensive interactive training complex which we expect will further enable us to enhance our position in the simulation training world," said Robert S. Ehrlich, Arotech's Chairman and CEO. "I would like to take this opportunity to thank Greg Otte, IES President, for his contribution to the successful development of IES over the years. Greg has decided not to relocate to Michigan, and will pursue other business opportunities."
About Arotech's Simulation and Security Division
Arotech's Simulation and Security Division develops manufactures and markets advanced hi-tech multimedia and interactive digital solutions for training of military, law enforcement, security and private industry personnel. The division's fully interactive driver-training systems feature state-of-the-art vehicle simulator technology enabling training in situation awareness, risk analysis and decision making, emergency reaction and avoidance procedures, and conscientious equipment operation. Over 100,000 drivers have been trained on its installed base of 244 driving simulators. The division also provides pilot decision-making support software for the F-15, F-16, F-18, and JSF aircraft as well as simulation models for the ACMI/TACTS air combat training ranges. In addition, the division's use-of-force training products and services allow organizations to train their personnel in safe, productive and realistic environments.
Arotech's Simulation and Security Division consists of FAAC Incorporated and IES Interactive Training Inc.
About Arotech Corporation
Arotech Corporation is a leading provider of quality defense and security products for the military, law enforcement and security markets, including multimedia interactive simulators/trainers, lightweight armoring and advanced zinc-air and lithium batteries and chargers. Arotech operates through three major business divisions: Armor, Simulation and Security and Battery and Power Systems.
Arotech is incorporated in Delaware, with corporate offices in Auburn, Alabama, and research, development and production subsidiaries in Alabama, Michigan, California and Israel



February 14, 2006 - 4:36 PM EST




Firearms Training Systems, Inc. Reports FY06 Third Quarter Revenue and Earnings
Firearms Training Systems, Inc. (OTC: FATS) today reported earnings for the third quarter of its fiscal year ending March 31, 2006.

Revenue for the third quarter was $16.6 million versus $21.5 million for the same period of the previous year. Operating income for the third quarter was $0.8 million versus $3.1 million for the third quarter of its 2005 fiscal year. Third quarter net loss applicable to common stockholders was ($0.1) million, or $0.00 per diluted share, compared with a net income of $1.1 million, or $0.02 per diluted share, for the same period of the previous year. The decline in revenue during the quarter is attributed to timing of new orders. International sales declined $4.9 million primarily due to the near completion of a large, long-term, percentage-of-completion contract in fiscal 2005.

Year-to-date revenue was $55.9 million versus $60.4 million for the same period of the previous year. Operating income for year-to-date was $4.2 million versus $7.3 million for the same period in fiscal 2005. Year-to-date net income applicable to common stockholders improved by $0.8 million to $1.0 million, or $0.01 per diluted share, compared with a net income of $0.2 million, or $0.00 per diluted share, for the same period of fiscal 2005. This improvement reflects lower debt costs and the elimination of mandatory preferred stock dividends associated with our prior Series B Preferred Stock.

Ronavan R. Mohling, the Company's Chairman and Chief Executive Officer stated, "Even though the quarter's revenue was less than expected, we feel good about continued momentum in new orders. We are very pleased that new bookings for the quarter were $29.0 million. Year-to-date new bookings are $63.4 million, an increase of 19% versus the same period last year. As a result of higher bookings, our backlog at the end of December was $66 million, an increase of $13.8 million from last year. New bookings from our long-time customers, including the UK Ministry of Defence, the New Zealand Army and the Australian Defence Force, demonstrate the continued strength of our strategic relationships. Our R&D commitments, operational improvements and quality initiatives remain on track."

FATS, Inc., a subsidiary of Firearms Training Systems, Inc. (OTC: FATS), is a leading technology company providing fully-integrated, simulated training to professional military and law enforcement personnel. Utilizing quality engineered simulated weapons, FATS' state-of-the-art virtual training solutions offer judgmental, tactical and combined arms experiences. The company serves U.S. and international customers from headquarters in Suwanee, Georgia, with branch offices in Australia, Canada, Netherlands and United Kingdom. The ISO-certified company celebrated its 20th anniversary in 2004. Visit www.fatsinc.com to learn more.

Except for financial information contained in this press release, the matters discussed may consist of forward-looking statements under the Private Securities Litigation Reform Act of 1995. The accuracy of the forward-looking statements, including statements regarding future events or the future financial performance of the Company, is necessarily subject to a number of risks and other factors which could cause the actual results to differ materially from those contained in the forward-looking statements. Among such factors including those discussed above are: general business and economic conditions; the Company's success in competing for new contract awards; customer acceptance of and demand for the Company's new products; receipt and delivery of a sufficient level of orders from new and existing customers as well as satisfactory completion of delivery of a sufficient portion of backlog; the Company's overall ability to design, test, and introduce new products on a timely basis; the cyclical nature of the markets addressed by the Company's products; and the risk factors listed from time to time in documents on file with the SEC. When used in this release, the words "believes," "estimates," "plans," "expects," "should," "will," "may," "might," "anticipates" or similar expressions as they relate to the Company, or its management, are intended to identify forward-looking statements. The Company, from time to time, becomes aware of rumors concerning the Company or its business. As a matter of policy, the Company does not comment on rumors. Investors are cautioned that in this age of instant communication and Internet access, it may be important to avoid relying on rumors and unsubstantiated information regarding the Company. The Company complies with Federal and State law applicable to disclosure of information concerning the Company. Investors may be at significant risk in relying on unsubstantiated information from other sources.


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Smithasd, things are indeed very interesting.
VirTra opens a new market in Malaysia with its largest order to date, while the competitors (FATS and IES) are struggling.
Doug

KP, 90 days would be Sat April 1, I think then it is due on Mon April 3. JMO.
Doug

KP, this is from www.sec.gov The bold is mine.
Doug

Form 10-K
The federal securities laws require publicly traded companies to disclose information on an ongoing basis. For example, domestic issuers (other than small business issuers) must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for a number of specified events and must comply with a variety of other disclosure requirements.

The annual report on Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements. Although similarly named, the annual report on Form 10-K is distinct from the “annual report to shareholders,” which a company must send to its shareholders when it holds an annual meeting to elect directors.

Historically, Form 10-K had to be filed with the SEC within 90 days after the end of the company's fiscal year. However, in September 2002, the SEC approved a Final Rule that changed the deadlines for Form 10-K and Form 10-Q for “accelerated filers” -- meaning issuers that have a public float of at least $75 million, that have been subject to the Exchange Act’s reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines will be phased in over time.

In December 2005, the SEC voted to adopt amendments that create a new category of "large accelerated filers" that includes companies with a public float of $700 million or more. The amendments also redefine "accelerated filers" as companies that have at least $75 million, but less than $700 million, in public float. As described in Release No. 33-8644 (Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports), the current 10-K and 10-Q deadlines for accelerated filers are as follows:

TEEROY, this is from Kelly's last Friends and Shareholders letter.
We continue to move forward with the merger, with the accountants fully engaged and working on the required audited financials. It now appears that we will be utilizing 2004 and 2005 audited financials, with the proxy statements currently targeted for mailing during March, prior to VirTra Systems' 10-K filing deadline in early April. Again, once the proxy statement is mailed, we will be in a position to more fully explain and discuss the proposed merger, including the reasons why management is so fully supportive of the proposal.

Doug

billpr, I am sure that Kelly and the BOD are confident that the shareholders will approve the merger after they read the proxy statement.
However there is no guarantee. Some shareholders will not return their proxy votes because they don't think they have enough shares to matter, some will just forget to mail it in on time, and some will cast a "no" vote.
If it was a simple majority of votes cast it would not be a problem, but needing 2/3's of all shares to cast a "yes" vote could make it close.
I get the feeling that a few long time shareholders will vote against the merger just to show Kelly "who the boss is".
Doug

David,
1. before you accuse me of inside info please check facts.

2. If 100% of the proxy's you have voted defaulted to "Yes"
then you did not own "GAMZ".

3. How I vote will be decided by the information provided in the proxy.

Doug

Off Topic, All, The IHUB is having a contest, with cash prizes.
all you have to do is guess when the 10,000,000 post will be made.
http://www.investorshub.com/boards/board.asp?board_id=1594
Good luck
Doug

Feb 27, 2006, @ 4:16 PM EST.

SirFelix, you stated "the company has controlling interest. Mathematically its a done deal."
That is not quite right.
2/3's of ALL shares must vote in favor of the merger. If someone does not vote their shares it is considered a "NO".
So between those people that don't vote and those that vote against the merger it could be close.
Doug

....Master Sergeant Jack Nickel has been named our director of training, responsible for producing scenario films for the IVR(TM) simulator.

We believe Jack has the perfect background to replace Jerry Long, who was recently called back to active military duty, and will help produce our 360-degree firearms, use-of-force, urban ("4G") combat, and situational awareness training scenarios.

My guess is that there are orders to purchase scenarios, and possibly new orders for the IVR.
That is the only reason I can see to bring on a new full time employee.

Doug

I did find your break even point, but no post saying how many shares of VTSI you own.

Posted by: CharlieBunny
In reply to: KauaiPI who wrote msg# 12755 Date:2/24/2005 7:20:52 PM
Post #of 18148

My cost basis is so low that I will be profitable until this stock falls below six cents! My advice was for those that bought in on the pump before the dump!

I wonder how you were able to get $.06 shares. HMMMMM!

Doug

and we hear from another poster who has claimed to have no financial interest in VTSI.
Doug

sbc357, welcome to the VirTra board, very good choice.
The ride should start soon, still have to shake out a few of the weak hearted. lol Most investors fear the unknown, and at this point the merger is largely an unknown, but as you well know this is the best time to buy. There is always a risk, sure, but from these levels the upside is huge.
Doug

Interesting, in the past you have claimed to have no financial interest in VTSI.
Doug

Charlie Bunny For someone who owns no stock, you sure speak freely for those who do.

Michael Kitchen, executive vice-president of training and simulation sales.

Micheal is still with the company, he does the military, and police sales.

Doug

billpr, I prefer tenacious. LOL Doug

billpr, am I not entitled to my opinion.
Doug