VirTra Inc (VTSI)

[ByloCellhi]

David/All

You said: "I really don't think Kelly had the experience on how to become a government contractor, but I think he has learned a lot over the last 3 years, dealt with cleaning house, cleaning up the books and hopefully will make better decisions in the future."

Kelly still does not have the experience to become a government contractor as he attempted to surround himself with the people who knew the industry which did not succeed. Kelly is not a working CEO in the sense of rolling up his hands and going on customer sales calls at least we never heard of it happening. As for cleaning house and the books? The books still do not look good even after the debt reduction a year ago - still plenty of debt, negative cash flow, little or no sales and the people and consultants he brought on were unsuccessful and provided little value. How about the generals how got big fanfare in PR's???

In addition the PR sent yesterday was pathetic - a $35K order does not qualify as newsworthy in 99.999% of public companies. He continues to show he is not the man for the job with stock dilution over 60M shares with $1M in revenue to show for it. And now a reverse split for the shareholders to swallow.

See bolded from the 10/26/05 - OOOPS again

http://www.virtrasystems.com/pr_ceo_letter.cfm?press_id=275

Before I comment further on the new companies, let me reassure you that VirTra Systems remains on track, and has recently enjoyed increased sales activity, both this quarter and last. In that light, under the current VTSI configuration we anticipate a profitable fourth quarter. However, we also believe the emerging profitability of the current company creates an opportune time to not only successfully execute our business plan with VirTra Systems' current opportunities, but also to add other corporate opportunities -- other emerging companies at a similar strategic "tipping point" -- so as to amalgamate all the companies into an emerging, lucrative, and cohesive organization.

Altatron is an ISO 9001:2000 certified manufacturer with production facilities in Moonpark, California, is a provider of advanced electronics manufacturing services to original equipment manufacturers in the telecommunications, networking, computer, consumer electronics, and medical device industries. Altatron offers a complete range of services including printed circuit board assembly and testing, materials procurement, inventory management, final system assembly and testing, packaging, and distribution. This company has a strong customer base which has grown even larger during our pre-LOI due-diligence period. This bodes extremely well both for the near future and beyond. Altatron is an ideal takeover/merger candidate due to its impressive technologically-advanced plant, but even more importantly because of its impressive 2005 revenue growth, leading to even more impressive 2006 revenue projections. Like VirTra Systems, Altatron appears headed for black numbers in the fourth quarter of 2005, with great upside for 2006.

Dynalyst is an internal printed circuit board design engineering and fabrication company headquartered in Taylor, Texas, and specializes in providing solutions for the testing of semiconductors, and serves its customers with industry-leading design tools and manufacturing processes providing rapid design and fabrication. This is an extremely high-quality manufacturing company producing, as an example, circuit boards for the Bradley fighting vehicle. It brings an impressive physical facility just outside of the Austin technology center, with a fair market value well in excess of its book value. Dynalyst is already profitable.

Suntech, of Tempe, Arizona, provides efficient and reliable offshore outsourcing of custom electronic component manufacture, chiefly in Asia, and brings a steady flow of positive cash flow. With over 150 years of combined experience in the design and manufacture of printed circuit boards, Suntech performs technical reviews and process capabilities analysis on each of its approved suppliers to ensure products meet or exceed customers' quality requirements. Suntech's approved suppliers are also ISO certified. Suntech is projected for seven-digit profitability in 2005. Oooops

As you may have already perceived, the ISO certification is very important as we pursue military and other public tenders, as it simply means our facilities meet very exacting third-party-assured manufacturing standards, which may be relied upon by our customers.

As you will see, these companies are high-tech manufacturing operations that will not only provide VirTra Systems with world class, ISO-certified, design and manufacturing capabilities for components used in our unique line of virtual reality products, but they also individually operate in lucrative markets as well. Outsourcing the manufacture of electronics is a mainstream method for companies to manufacture and deliver their products to market, and helps explain why many companies in the EMS and offshore manufacturing industries are experiencing strong growth.

What does this acquisition mean to VirTra Systems? In addition to these acquisitions, the "deal" brings in some $3.5 million of new investment capital. Thus, after the contemplated retirement of debt, in very rounded numbers the anticipated net result is a nine-fold increase in company assets (at book value), a six-fold increase in currently-projected 2006 revenue, while only doubling our debt. By any standards, that's a great corporate opportunity. We think there's a real likelihood, based on current projections and trends, for 2006 revenue in excess of $40,000,000, with a significant level of 2006 profitability.

There is an enormous amount of work remaining, including negotiation and execution of the contemplated definitive agreement, a more thorough contractual due-diligence period, followed by binding obligations, issuance of a shareholders' proxy statement, and a subsequent shareholders' meeting. Our aggressive timeline for merger effectiveness is January 1, 2006.

I expect a large number of shareholder questions, so I anticipate hosting a shareholders' conference call shortly after successful conclusion of the contractual due diligence period, in mid-to-late November, to discuss the pending merger, VTSI and the target companies, and to answer your questions in this area.