Replies to post #36952 on VirTra Inc (VTSI)

[The_Gman]

From 2008 Post #22882

Dear Friends and Shareholders,

I have attached today’s press release announcing the unanimous decision by the Board of Directors for VirTra to file a Form 15 with the SEC, voluntarily suspending its duty to report under the Securities Exchange Act of 1934. Please understand that VirTra desires to remain a publicly traded company and shares will continue to trade through the Pink Sheets.

A central reason for this decision is to allow VirTra management to focus the necessary time and resources on delivering an attractive return-on-investment for our committed shareholders. The combination of internal staff, legal and accounting professional fees and other related expenses necessary to remain a “Fully Reporting” company exceeds approximately $400,000 per year. This burden has drained resources from development, marketing and sales efforts, while hindering the ability of VirTra to increase revenues and profitability. Naturally, if VirTra spends significant monies to ‘report’ results, it leaves far fewer resources to actually ‘create’ results. Moreover, the Sarbanes-Oxley (SOX) requirements are soon to encompass the OTCBB market and just complying with these new requirements will cost VirTra an estimated $800,000 to $1.2 million per year. By filing the Form 15 now, VirTra avoids these additional expenses and instead can focus resources on our many exciting opportunities for new business.

As a Pink Sheet quoted company, VirTra will no longer be under SEC mandated requirements to file various reports. Regardless, VirTra plans to continue to complete and post quarterly and annual financial reports, while making them accessible to shareholders via our website.

VirTra is by no means unique in its decision to move to the Pink Sheets. Many companies who are finding the costs to comply with SOX prohibitive are making a voluntary move away from full reporting requirements but continue to operate publicly and profitably. In some cases, the very profits shareholders are looking for hang in the balance between the substantial expenses associated with SOX and the ability to invest in the actual business the company conducts.

I know VirTra is a compelling company, delivering critical products at the right time and in the right market; however, VirTra’s ability to grow profits has been curtailed by the large expense of remaining a fully reporting company. This is precisely why the decision to move to the Pink Sheets is in VirTra’s best interest.

I appreciate all of the continued support of our shareholder base, and I think this announcement clearly places VirTra in a better position to succeed as a company.

These are simply my personal comments, and should not be relied upon in your investment decisions. I strongly urge you to conduct your own due diligence with regard to any investment in VirTra Systems. I respectfully refer you to VirTra Systems' filings with the United States Securities and Exchange Commission.

-- Bob Ferris, President of VirTra Systems

[Portguyofva]

I'm definitely not an expert in OTCQX reporting requirements, but from what I do know, I don't agree with the statement "As far as up listing with OTCQX, the company must be SEC Reporting company to submit that application."

One of the key positive aspects for a Micro/Nano-cap company on the OTCQX is the opportunity to conduct "Alternative Reporting" versus SEC Reporting. From the OTC Markets website at http://www.otcmarkets.com/learn/otc-company-reporting "OTCQX U.S companies not reporting to the SEC can follow the Alternative Reporting Standard. These companies submit information pursuant to the OTCQX U.S. Disclosure Guidelines and are subject to the eligibility requirements and terms of the OTCQX Rules for U.S. Companies. OTCQX companies provide current and potential investors with a set of "material" information to help investors make a sound investment decision. OTCQX company disclosure enables an investor to understand the company’s business operations and prospects.

The detailed Alternative Reporting requirements can be viewed here: http://www.otcmarkets.com/content/doc/OTCQXGuidelines.pdf

SEC reporting requirements can be viewed here: http://www.sec.gov/investor/pubs/microcapstock.htm

Virtra is a "Nanocap" company with less than $10M in assets and less than 2000 share-holders of record and is not required to submit reports to the SEC and has not been reporting to the SEC since 2008, which IMO makes Virtra eligible to report via OTC Markets Alternative Reporting.

I would recommend a re-engagement with Rudy and/or Bob on the comment "As far as up listing with OTCQX, the company must be SEC Reporting company to submit that application."

Also of interest on this topic is the requirement for a DAD (Designated Advisor for Disclosure) by the OTC Markets if using Alternative Reporting. DAD fees can range from $15K to $100K per year for a company. See below comment from the following link:
http://www.valueinvestorsclub.com/idea/OTC_MARKETS_GROUP_INC/63425

"Also, OTCM has a free, hard working, and growing sales force in the form of the investment banks and law firms that are encouraging qualified companies to hire them to be the DAD/PAL required to list on the OTCQX and stay listed. The DAD/PAL could charge anything from about $15,000 a year for fairly bare-bones service that covers the basic paperwork to well over $100,000 per year for very full service that includes regular updates on market activity, road show trips to meet potential US investors, lining up research coverage, consulting on acquisition possibilities in the US market, and any number of other services. Investment bankers and lawyers, like anyone else, want clients who provide recurring revenues and an opportunity to earn larger fees on specific projects."

I'm not sure if Miller Group is a registered DAD or not with the OTC Markets, but they should be. The cost is minimal at one-time $1k filing fee and annual fee of $1k. From my research, the cost for Virtra to uplist to the OTCQX is around $5k application fee; $10K or $15K annual fee to OTC Markets; and $15K to $100K annual fee for a DAD. This is no where near the annual costs Virtra alluded to in their 2008 letter posted by Ardly at post #36955. Inquisitive minds want to know?? GLTA!