8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 20, 2008

VirTra Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas	000-28381	93-1207631
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1406 W. 14th Street, Suite 101

Tempe, Arizona 85281

(Address of principal executive offices)

(480) 968 – 1488  

 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|  | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|  | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|  | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 20, 2008, the Company filed an application with the Securities and Exchange Commission to deregister its securities under the Securities Exchange Act of 1934. This application will become effective in 90 days unless it is withdrawn or the Commission denies the application. It is the Company’s intention to stop filing quarterly, annual, and current reports immediately.

Attached is a letter from the Company’s President to shareholders regarding this filing and a press release discussing the Company’s deregistration.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	VirTra Systems, Inc. (Registrant)
By:	__________________     __
Bob Ferris                                                                             President

Dated:

June 20, 2008

EXHIBITS

99.1

Letter from Bob Ferris to the Shareholders of VirTra Systems, Inc.

99.2

Press Release

EX-99.1

June 20, 2008

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

EX-99.2

FOR IMMEDIATE RELEASE:

Contact: Jed Wallace

Street Relations, LLC

(310) 403-0559

jed@streetrelations.com

VIRTRA ANNOUNCES FORM 15 TO REDUCE COSTS

TEMPE, AZ - June 20, 2008 - VirTra Systems, Inc. Bob Ferris, VirTra Systems' president (OTCBB: VTSI), today announced that after thorough investigation, careful thought and clear advice, the Board of Directors unanimously voted for VirTra Systems to file a Form 15 with the Securities and Exchange Commission ("SEC"), thereby, voluntarily suspending its reporting obligations under the Securities Exchange Act of 1934. This suspension will also cause the common stock of the company to be quoted through the Pink Sheets Electronic Quotation Service (“Pink Sheets”), instead of the OTCBB.  The change in trading venue is to become effective within 90 days of filing with the SEC; however, VirTra will suspend all periodic report filing with the SEC, effective immediately.

The company's common stock will continue to be eligible for public trading; only now it will occur through the Pink Sheets.  Pink Sheet quotes are available over the Internet at www.pinksheets.com.  

We think the costs and other burdens of remaining an OTCBB company far outweigh the advantages to the company and its shareholders, based on a number of factors including:

- --The nature and extent of trading in the company's stock.

- --The valuation the market is placing on the stock.

- --The lack of analyst coverage and institutional interest in the company's stock.

- --The significant costs, both direct and indirect, of preparing and filing the periodic reports and forms a public company is required to file with the SEC.

- --The need of VirTra to focus time and resources on growing its core business, both domestically and internationally.

- --The substantial increases in those costs arising from the implementation and maintenance of new requirements imposed by the Sarbanes-Oxley Act of 2002.

As it stands, the company will no longer file certain reports and forms with the SEC, including forms 10-K, 10-Q and 8-K. Future reports will no longer be available through the SEC EDGAR system. Instead, the company plans to provide timely quarterly and annual reports pertaining to its financial performance and other announcements on its website.

About VirTra Systems

For over 15 years VirTra Systems has been an industry leader in the simulation and virtual reality marketplace. The company produces the best-in-class firearm simulators for both law enforcement and military customers throughout the world.  VirTra is the higher standard in simulation: from exceptional customer service to unparalleled technology like 360 degree HD training platforms and the Threat-fire safe return fire system (both patent pending).  When training realism matters, military and law enforcement professionals consistently select VirTra’s simulators to help save lives.  For more information, visit 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.