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): February 16, 2007

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)

2500 CityWest Blvd., Suite 300, Houston, Texas 77042

(Address of principal executive offices)

(832) 242-1100

 (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 7.01 Regulation FD Disclosure.

On February 16, 2007, we mailed a letter to shareholders describing, among other things, the status of the IRS’s collection efforts and of the Company’s pending litigation with Jones & Cannon.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

99

Text of letter to shareholders.

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:	/s/ Steven Haag
	Steven Haag
	Vice President, Investor Relations

Dated: February 16, 2007

EX-99

Exhibit 99

Friends and shareholders:

Attached please find this morning's press release announcing the appointment of Mr. J. David Rogers as VirTra Systems' full-time chief financial officer.

With nearly 30 years of experience in accounting, corporate finance, investment banking, and securities, David's breadth and depth of experience has already benefited our organization since coming on part-time last year, and it is my pleasure to share with you today that he is now our full-time chief financial officer.

We have had numerous projects that he has proved indispensable in handling. With the increasing complexity of our finances, stock issues, SEC filings and compliance, corporate streamlining, and cash flow forecasting, etc., someone of David's caliber has become not just desirable, but necessary.

I would also like to take this opportunity to update you on our progress.  Even though it has been "quiet" over the past thirty days or so, the activity behind the scenes has been anything but.

First, and in my opinion most important, we are building product and getting it out the door.  Late December and January saw us begin to build our more than $2.5 million in orders from last Fall, and we are moving the first wave of product out the door with several projects already being installed, in transit, and/or delivered and pending installation.  We will announce each project as it comes successfully online. 

Second, we have tentatively reached an agreement regarding the lawsuit with Jones & Cannon, and I am happy to report that in addition to negotiating what we feel to be a fair settlement, Kelly Jones has agreed to provide consultation services for us with specific initiatives to further move our company forward.  We are very happy to have come to this preliminary agreement, and I believe this settlement will be in the best interest of this company and our shareholders.

Third, we have made progress with the IRS, through the assistance of our tax counsel, and they have released to us funds previously withheld from a government customer. Although I would not say we are "out of the woods" just yet, all signs from them indicate a willingness to give us the time to get caught up.  This is extremely good news for the company.

Finally, back in late January we filed an SB2 with the SEC to register shares for Dutchess.  We have heard back from the SEC; however, I do not know if they will require modification just yet, but this is the normal course of business with these filings, and I do not expect further Dutchess' penalties to be levied as a result. I expect to hear more in the coming days. 

All of this progress is very good news for the company indeed as it allows us to focus on our primary objective, to build our orders, satisfy our growing customer base, and generate more orders.  Incidentally, Q1 of 2006 was a very quiet and slow time for the company, maybe the slowest in our history.  I am pleased to report that this quarter, in addition to the order by Southwest Georgia Technical College, we currently have strong sales pending that we expect to receive this quarter.  Of course, I never "count the chickens before they're hatched" as these are not paper purchase orders -- just yet; but, the increase in sales activity between this year and this same time last year is very encouraging to me, and is why I felt compelled to share it with you now.

With your continued support, I full well intend to continue moving our company forward.

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.

--Major General Perry V. Dalby (USA-Retired)