S-8

File No. 33-__________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIRTRA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

TEXAS	93-1207631
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

440 North Center
Arlington, TX 76011
(Address of principal executive office, including zip code)

CONSULTING AGREEMENT
(Full Title of the Plan)

L. Kelly Jones, Chief Executive Officer

440 North Center
Arlington, TX 76011
(817) 261-4269
(Name, address, including zip code, telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE*

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SECURITY	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE
Common Stock, Par Value $0.005	50,000 Shares	$0.07	$3,500.00	$0.28

* Computed in accordance with Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and based on the average of the bid and asked prices reported by the national quotation bureau for over-the-counter trading for May 29, 2003

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

Not required to be filed.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by VirTra Systems, Inc. (the Company) with the Securities and Exchange Commission (the Commission) are incorporated by reference in this Registration Statement.

1.          The description of the Company's Common Stock on Form SB-2 filed on July 12, 2000, as amended and updated.

2.         The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002.

3.         The Company's Quarterly Report on Form 10QSB for the quarter ended March 31, 2003.

In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers

           The Company is empowered by Art. 2.02-1 of the Texas Business Corporation subject to the procedures and limitations stated therein, to indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director or officer against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys' fees) actually incurred by the person in connection with the proceeding. The Company is required by Art. 2.02-1 to indemnify a director or officer against reasonable expenses (including court costs and attorneys' fees) incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was a director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

           The Articles of Incorporation generally limit the personal liability of directors for monetary damages for any act or omission in their capacities as directors to the fullest extent permitted by law. In addition, the Company's bylaws provide that the Company shall indemnify and advance or reimburse reasonable expenses incurred by, directors, officers, employees or agents of the Company, to the fullest extent that a Company may grant indemnification to a director under the Texas Business Corp. Act, and may indemnify such persons to such further extent as permitted by law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits:

See Exhibit Index

Item 9. Undertakings.

(a)      The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offer.

(b)      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes the agent for service named in the registration statement as attorney-in-fact, to sign on his behalf individually and in each capacity stated below and file all amendments and post effective amendments to the registration statement, and the Company hereby confers like authority to sign and file on its behalf.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Texas, on June 2, 2003.

VirTra Systems, Inc.

/s/ L. Kelly Jones                 

By L. Kelly Jones

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signature	Title	Date
/s/ L. Kelly Jones	Chief Executive Officer, Chairman of the Board of Directors and Chief Financial Officer	6/2/03
L. Kelly Jones
	Director
John F. Aleckner, Jr.
/s/ Bob Ferris	President and Director	6/10/03
W. Bob Ferris
	Director
Lance Loesberg
/s/ Andrew Wells	Director	6/10/03
Andrew Wells

Exhibit Index

Exhibit
No.	Description

(4.1)     Article Four of Articles of Incorporation of VirTra Systems, Inc., a Texas corporation incorporated by reference from Exhibit 3.6 to Amendment No. 1 to the registrant's Registration Statement on Form 10SB

(4.2)     Form of Subordinated Notes incorporated by reference from Exhibit 4.1 to the registrant's Registration Statement on Form 10SB

(4.3)     Form of Convertible Subordinated Notes incorporated by reference from Exhibit 4.2 to the registrant's Registration Statement on Form 10SB

(4.4)     Form of Convertible Subordinated Notes providing for penalty payable in shares incorporated by reference from Exhibit 4.3 to the registrant's Registration Statement on Form 10SB

(4.5)     Form of Warrant issued to Swartz Private Equity L.P. as commitment warrant incorporated by reference to Exhibit 4.4 to Registration Statement on Form SB-2 Registration No. 333-97983

(4.6)     Form of Warrant issued to Swartz Private Equity L.P. as purchase warrant incorporated by reference to Exhibit 4.5 to Registration Statement on Form SB-2 Registration No. 333-97983

(4.7)     Form of Warrant issued to Dutchess and other debenture holders on July 11, 2002 incorporated by reference to Exhibit 4.6 to Registration Statement on Form SB-2 Registration No. 333-97983

(4.8)     Form of $250,000 of Convertible Debentures of VirTra Systems, Inc. incorporated by reference to Exhibit 4.7 to Registration Statement on Form SB-2 Registration No. 333-97983

(5.1)     Legal opinion of Raice Paykin & Krieg LLP

(23.1)   Consent of Raice Paykin & Krieg LLP (contained in Exhibit 5.1)

(23.2)   Consent of Ham, Langston & Brezina, LLP

(24.1)   Powers of Attorney (included on the signature page to this registration statement)

(99.1)   Consulting agreement dated January 1, 2003, between Gary Cella and VirTra Systems, Inc, under which an additional 100,000 common shares can be issued for services rendered.

EX-5

RAICEPAYKIN& KRIEGLLP

ATTORNEYS AT LAW

185MADISONAVENUE,10^THFLOOR

NEW YORK, NEW YORK 10016

_______________________________________

(212) 725-4423 • FAX (212) 684-9022

PINCHUS D.RAICE ••	DAVID J.WOLKENSTEIN •
JOSEPH N. PAYKIN Δ	ROBERT M.STECKMAN •
CHARLES D.KRIEG •	PARSHHUERAM T.MISIR **
DAVID C.THOMAS •
JAMES KLATSKY •
JAMES G. SMITH

OF COUNSEL	••	ADMITTED IN NY AND NJ
JOHN M.TANENBAUM +	•	ADMITTED IN NY
	Δ	ADMITTED IN NY AND FL
	+	ADMITTED IN NY, CT AND DC

June 2, 2003

VirTra Systems, Inc.
440 North Center
Arlington, TX 76011

Gentlemen:

With respect to the Registration Statement on Form S-8 of VirTra Systems, Inc. (the "Company") in connection with the registration of 50,000 shares of common stock, par value $0.005, ("Common Stock") which have been reserved for issuance pursuant to a consulting agreement dated as of January 1, 2003, we are of the opinion that the Common Stock when issued in accordance with the terms and provisions of the consulting agreement will be duly authorized, legally issued, fully paid and nonassessable.

This opinion is limited to the laws of the State of Texas, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion. We express no opinion as to the applicable choice of law provisions contained in any agreement.

This opinion is rendered to you in connection with the issuance of the Common Stock and is solely for your benefit. This opinion may be not relied upon by any other person, firm, corporation or other entity for any purpose, without prior written consent.

We hereby conset to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,

Raice Paykin & Krieg LLP

By: /s/David C. Thomas

EX-99

CONSULTING AGREEMENT

This consulting agreement is made and entered into effective the 1^st day of January, 2003, by and between GARY CELLA ("Consultant") and VIRTRA SYSTEMS, INC. (the "Corporation").

I. EMPLOYMENT

It is the desire of the Corporation to engage the services of Consultant to perform for the Corporation certain consulting services regarding financial matters, and other services for the operations of the Corporation with administrative offices located at Arlington, Texas.

It is the desire of Consultant to consult with the board of directors, the officers, and the administrative staff of the Corporation, and to undertake for the Corporation a consultation as to the direction of investment banking functions in the management of the Corporation.

II. TERM OF EMPLOYMENT

The respective duties and obligations of the parties to this consulting agreement shall commence on January 1, 2003, and shall continue thereafter until terminated by either party giving 60 days' written notice to the other party.

III. DUTIES OF CONSULTANT

Duties

Consultant shall be available to consult with the board of directors, the officers, and the administrative staff of the Corporation at reasonable times concerning any problem of importance concerning the business affairs of the Corporation, provide strategic business partnering introductions and advice, and provide marketing direction and introductions as required.

Independent Contractor

With respect to the services to be performed by Consultant under this consulting agreement, Consultant shall be an independent contractor of the Corporation and shall not be deemed an employee.

Advice as to Contracts

From time to time, the Corporation may deem it advisable to enter into agreements with other firms and corporations regarding the operations of the Corporation. With regard to these agreements, Consultant shall assist the Corporation in the negotiation of the terms and conditions of such agreements. However, Consultant shall have no power to bind the Corporation to any agreement.

Engaging in Other Employment

Consultant shall be available at reasonable times for the services provided for in this consulting agreement, but shall devote only such time to the affairs of the Corporation as the Consultant, in his sole judgment, shall deem necessary. Consultant may represent, perform services for, and be employed by such additional persons or companies as the Consultant, in his sole discretion may desire.

IV. COMPENSATION

As compensation for services rendered under this agreement, Consultant shall be entitled to receive from the Corporation 50,000 shares ofthe Corporation's restricted common stock, and 50,000 shares of the Corporation's free-trading common stock, to be delivered to Consultant no later than February 28, 2003.

V. GENERAL

This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created under the contract are performable in Tarrant County, Texas. The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the obligations of the parties in accordance with this agreement.

This agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this agreement.

This agreement supersedes any prior understandings or oral agreements between the parties respecting the subject matter contained in this agreement.

All agreements, warranties, representations, and indemnifications contained in this agreement shall survive the closing.

This consulting agreement shall be deemed a personal services contract with regard to the Consultant, and Consultant may not assign any or all of his or her interest in this agreement without the written consent of the Corporation.

EXECUTED this _____ day of __________ , 2003.

CONSULTANT:

GARY CELLA

VIRTRA SYSTEMS, INC.

by:                                 

L. Kelly Jones, chief executive officer