Replies to post #31035 on VirTra Inc (VTSI)

[Pinks]

I think the RS is DOA.

They postponed the meeting for one reason only -- they didn't have the votes. Now, the "possible" uplisting is announced, and auditors have been publicly hired, all in a vain and too little, too late attempt to get this thing approved.

I've already said on this board that I don't intend to vote, and now I'm getting inundated by special delivery letters and multiple "emergency" calls from Alliance, and even calls from Ferris.

This ill-advised mess is is deep trouble.

Again, for you Al, I think management had done a wonderful job building this company, but they really need someone versed in public company affairs if they're serious about going to the next level.

[LeGoose]

Right now, I haven't a clue what to make of this stock, although the company has improved in the ways you stated.

You took the limited thoughts I have right out of my head.

I have no idea what to think at the moment. I was very content with the way things were going a month ago. Gander, no doubt, has the potential to be a very huge deal. There is also the possibility that it might not be as huge of a deal of some might expect. Maybe they will discover that certain demographics don't support the model? Or maybe the model doesn't work beyond the initial hype? As an investor, you have to understand the risks.

I do believe we'd be in the teens right now if it wasn't for this proxy. I, for one, would have continued buying the whole way up. No I'm stumped.

While I haven't been around as long as many of the people on this board (2 years for me), I was content buying into the dilution (aka, OLMP) when it became clear to me that the dilution was almost over, and that the company was close to a turning point.

I made my bets, doubled down on weakness, and when we hit .11 - .12, I thought I was the next Buffet.

Personally, I was blindsided by the R/S proposal. Been there, done that. IMO - it was completely ill-timed. No one knows what is going to happen, but an $8.00 unaudited, non filing pinksheet stock = trouble. I understand the "pros" arguments about being debt free, increasing revs, etc., but the market does what it does.

It doesn't matter what type of ratios people present, or what wikipedia defines liquidty as: If you think liquidity is bad now, it's going to be 10x worse at $8.00/share. One person that needs to sell immediately can do a lot of damage.

I still have yet to receive a proxy (from 2 different brokerages). I'm discomforted by the idea that Alliance is approaching shareholders with an agenda. Pushing people to vote "with management" and telling people that voting "NO" is not an option? Not good.

Now we find out that Delange has been suspended for over two years, yet has filed attorney opinion letters for VTSI for 7 quarters since such suspension? Someone has done something illegal. There is no denying that. Regardless, it's all tied to VTSI in one way or another.

How is the new "top 15" auditor going to look upon Delange's fraudulent filings? Could they drop VTSI as a client? Possibly. Are there more skeletons in the closet that lurk underneath? Only a few know.

I spent some time going over the proxy and the company's charter one more time.

As it stands now, the company needs a quorum of at least 50% of the O/S to make any shareholders meeting (and hence, a proxy vote) even valid. This equates to roughly 80mm shares 'voted', through proxy or in person. Perhaps this is the reason the vote was delayed? Quorum has not been met? I have no idea, as again we haven't been given any details.

Perhaps the vote was delayed because the R/S did not pass? And therefor management's agenda was not satisfied?

The company is also proposing that the "quorum" be reduced to the Texas state legal minimum limit of 33%. This equates to roughty 53mm shares 'present' and voted.

The company is also proposing that, in order for most future proxy items to pass, only a 'majority' of votes need to be present (ie, > 50% of the quorum, rather than 2/3rds or 3/4rs as it stands now), ie roughly 26mm shares.

This greatly reduces the power of the common shareholder. Especially if management is unwilling to PR the proxy and the subsequent conference call and uses their website as a means of 'fairly disseminating' material information.

If these two items pass, it will become much easier for management to amend the company's charter.

Amending the charter would include issuing preferred shares under any terms they choose (100 for 1 voting rights, 100 for 1 conversion to commons, etc., etc.) The kind of stuff that could completely destroy current common shareholders power. and give entire control to management.

As it stands now, they can not issue preferred shares because the charter doesn't define the characteristics of those preferred shares. Yes, I read through all of the Texas corporation laws.

If these items pass, they can easily do what they choose.

IMO - management inherited a very shareholder friendly charter, and they're looking to change that and shift ALL of the power back towards management. Perhaps the reason why management holds a minimal amount of shares at the moment. Why buy shares now, when we can just issue ourselves super-preferred shares for free in the future?

Now we have Don buying up shares after the R/S is announced (a known red flag in the markets), and before management all of a sudden changed their tune on uplisting (btw, the current proxy out to shareholders still states that they have no current plans on uplisting) A carrot dangled 12 months out will have gone spoiled by the time you get to it.

In addition, the 10K has been refiled 2 times in the past 6 weeks, and there is still a clause that states they have no plans on splitting the stock. They can back-date the changing of counsel, but nothing else?


All of this makes me very, very uncomfortable at the moment. I know, I know - "if I'm not happy, then sell my shares". That is not the point.

While not everyone is going to agree, you can see I have some valid concerns, and I'm going to re-vote against the proxy items (excluding item #2).

"TAKE THE POWER BACK"