Washington, D.C. 20549


(Mark One)



For the quarterly period ended March 31, 2004




For the transition period from ________________ to ______________________

Commission File Number 000-28381


 (Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

440 North Center, Arlington, TX


(Address of principal executive offices)

(Zip Code)

(817) 261-4269

(Registrant's telephone number, including area code)

Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES |X| NO |_|

As of May 12, 2004, the Registrant had outstanding 51,366,906 shares of common stock, par value $.005 per share.


Item 1.

Financial Statements.






Financial Statements:

Balance Sheet as of March 31, 2004 and December 31, 2003

Statement of Operations for the three months ended March 31, 2004 and 2003

Statement of Cash Flows for the three months ended March 31, 2004 and 2003

Statement of Stockholders’ Deficit for the three months ended March 31, 2004

Notes to Financial Statements




March 31, 2004 and December 31, 2003



March 31,

December 31,








Current assets:


Cash and cash equivalents

$    67,659

$     80,870

Accounts receivable



Costs and estimated earnings in excess of billings on uncompleted contracts




Total current assets




Property and equipment, net



Note receivable-related party



Intangible assets, net




Total assets

$  721,438

$  688,394



Current liabilities:


Notes payable

$  744,562

$     778,722

Obligations under product financing arrangements



Notes payable-stockholders



Accounts payable



Accrued liabilities



Billings in excess of costs and estimated earnings on uncompleted contracts




Total current liabilities




Redeemable common stock, 490,760 shares at $.005 par value




Stockholders’ deficit:


Common stock, $.005 par value, 100,000,000 shares authorized, 50,369,256 and 48,568,628 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively



Additional paid-in capital



Accumulated deficit




Total stockholders’ deficit




Total liabilities and stockholders’ deficit

$    721,438

$    688,394

See accompanying notes to financial statements.



for the three months ended March 31, 2004 and 2003



Three Months Ended


March 31,







  Custom applications:



$  149,302

$              -




  Other revenue




    Total revenue




Cost of sales and services




Gross margin




General and administrative expenses




  Net loss from operations




Other income (expenses):


  Interest expense and finance charges



  Other income




    Total other income (expenses)




Net loss from continuing operations



Loss from discontinued operations




Net loss

$ (523,465)

$ (320,459)


Weighted average shares outstanding




Basic and diluted net loss per common share

$      (0.01)

$    (0.01)


See accompanying notes to financial statements.



for the three months ended March 31, 2004 and 2003



Three Months Ended


March 31,





Cash flows from operating activities:


  Net income (loss)

$  (523,465)

$  (320,459)

     Less: net loss from discontinued operations




          Net loss from continuing operations



  Adjustments to reconcile net loss to net cash used in operating activities:


      Depreciation and amortization



      Accrued cost of product financing arrangements and amortization of debt

         issuance costs



      Stock issued for interest and financing fees



      Stock issued as compensation for services



      (Increase) decrease in operating assets



      Increase (decrease) in accounts payable and accrued expenses




      Net cash used in operating activities




Cash flows from investing activities:


  Capital expenditures




      Net cash used in investing activities




Cash flows from financing activities:


  Payments on notes payable



  Proceeds from issuance of common stock



  Increase (decrease) in book overdraft




      Net cash provided by financing activities




      Net cash used in discontinued operations




Net increase (decrease) in cash and cash equivalents




Cash and cash equivalents at beginning of period




Cash and cash equivalents at end of period

$   67,659

$              -


Non-cash investing and financing activities:


  Interest paid

$    17,273

$    20,351


  Income taxes paid

$              -

$              -


  Common stock issued upon conversion of debentures

$              -

$    62,528


  Common stock issued as settlement of accounts payable

$    48,256

$              -

See accompanying notes to financial statements.



for the three months ended March 31, 2004



Common Stock

Additional Paid-In









Balance at December 31, 2003


$  242,843





Common stock issued for services







Common stock issued for cash







Common stock issued as settlement of

   accounts payable







Net loss







Balance at March 31, 2004


$  251,846




See accompanying notes to financial statements.





Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2003. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2003 included in the Company’s Form 10-KSB and Form DEF 14A filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the respective full year.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures.  Actual results could differ from those estimates.


Income Taxes

The difference between the 34% federal statutory income tax rate and amounts shown in the accompanying interim financial statements is primarily attributable to an increase in the valuation allowance applied against the tax benefit from the future utilization of net operating loss carryforwards.


Discontinued Operations

On April 30, 2003, VirTra Systems, Inc. (the “Company”) entered into an agreement to sell its contracts and the assets used in its theme park operations for $120,000, payable in four equal installments of $30,000 upon signing of the term sheet; $30,000 on April 30, 2003; $30,000 on May 31, 2003; and $30,000 on June 30, 2003.  The transaction resulted in a gain on sale of assets of $2,628.

The financial statements have been presented to reflect the sale of the Company’s assets related to its theme park operations.  Accordingly, the financial statements reflect the theme park operations as discontinued operations for each of the periods presented.

Total revenues included in discontinued operations was $-0- and $32,060 for the three months ended March 31, 2004 and 2003, respectively.  There was no effect on basic and diluted net loss per common share, reported in the accompanying statement of operations, from the results of the discontinued operations.



Certain amounts reported in the prior period financial statements have been reclassified to the current period presentation.


Common Stock

In July 2002, the Company entered into an agreement for up to a maximum $5,000,000 sale of its common stock to Dutchess Private Equities Fund, LP (“Dutchess”).  Under this investment agreement the Company has the right to issue a “put notice” to Dutchess to purchase the Company’s common stock.  Put notices cannot be issued more frequently than every seven days.  The required purchase price is equal to 92% of the average of the four lowest closing bid prices of the common stock during the five-day period immediately following the issuance of the put notice.  Each individual put notice is subject to a maximum amount equal to 175% of the daily average volume of the common stock for the 40 trading days before the issuance of the put notice multiplied by the average of the closing bid prices of the common stock for the three trading days immediately preceding the put notice date.  Regardless of the amount stated in a put notice, the maximum amount that Dutchess is required to purchase is the lesser of the amount stated in the put notice or an amount equal to 20% of the aggregate trading volume of the common stock during the five days immediately following the date of the put notice times 92% of the average of the four lowest closing bid prices of the common stock during this five-day period.  During the three months ended March 31, 2004 the Company sold 1,545,628 shares of its common stock for net proceeds of $373,887 under this agreement.


Going Concern Considerations

During the three months ended March 31, 2004 and 2003, the Company has defaulted on its notes payable and obligations under product financing arrangements, has continued to accumulate payables to its vendors and has experienced negative financial results as follows:





Net loss for the three months ended March 31

$     (523,465)

$     (320,459)


Negative cash flows from operations

$     (310,509)

$       (79,045)


Negative working capital

$  (9,302,532)

$  (9,192,113)


Accumulated deficit




Stockholders’ deficit

$  (8,993,739)

$  (8,902,317)

Management has developed specific current and long-term plans to address its viability as a going concern as follows:

The Company’s anticipated entry into the training/simulation market was advanced by the aftermath of September 11, 2001.  The Company is currently in advanced discussions with representatives of  various government authorities regarding use of the Company’s technology in detecting and mitigating the risk of similar problems in the future.

The Company is also attempting to raise funds through debt and/or equity offerings.  If successful, these additional funds would be used to pay down debt and for working capital purposes.

In the long-term, the Company believes that cash flows from continued growth in its operations will provide the resources for continued operations.

There can be no assurance that the Company’s debt reduction plans will be successful or that the Company will have the ability to implement its business plan and ultimately attain profitability.  The Company’s long-term viability as a going concern is dependent upon three key factors, as follows:

The Company’s ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations in the near term.

The ability of the Company to control costs and expand revenues from existing or new businesses.

The ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The statements contained in this Report that are not historical are forward-looking statements, including statements regarding our expectations, intentions, beliefs or strategies regarding the future. Forward-looking statements include our statements regarding liquidity, anticipated cash needs, and availability and anticipated expense levels. All forward-looking statements included in this Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statement. It is important to note that our actual results could differ materially from those in such forward-looking statements. The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report.


Effective May 6, 2002, our name was changed from “GameCom, Inc.” to “VirTra Systems, Inc.,” pursuant to authority granted to the board of directors by the shareholders at their September, 2001 meeting.

VirTra Systems, Inc. was organized in 1996 to operate theme concept microbrewery restaurants. We closed our microbrewery operations in early 1999.

From 1999, when we closed our microbrewery operations, until we acquired Ferris Productions, Inc. as described below, we devoted substantially all of our efforts to developing our 'Net GameLink™ product.

In February, 2000, we changed our jurisdiction of incorporation from Nevada to Texas.

In September, 2001, we completed the acquisition of Ferris Productions, Inc., a leading developer and operator of virtual reality devices. Ferris designed, developed, distributed, and operated technically-advanced products for the entertainment, simulation, promotion, and education markets.  The acquisition provided us with a wider array of products within our industry, an experienced management team, an existing revenue stream, and established distribution channels.  

The Ferris acquisition was accounted for as a pooling of interests. Ferris was much larger than GameCom in terms of assets, and had substantial revenues whereas GameCom had essentially no revenues at the time of the acquisition.

Our “immersive virtual reality™” devices are computer-based, and allow participants to view and manipulate graphical representations of physical reality.  Stimulating the senses of sight, sound, touch, and smell simultaneously, our virtual reality devices envelop the participant in dynamic filmed or computer-generated imagery, and allow the participant to interact with what he or she sees using simple controls and body motions. Our historic areas of application have included the entertainment/amusement, advertising/promotion, and training/simulation markets.

We sold our entertainment/amusement sector -- our “VR Zones” -- in the spring of 2003, in order to more fully focus on the advertising/promotional and training/simulation markets.  

We entered the advertising/promotion market with our 2000 “Drive With Confidence Tour™” for Buick, featuring a virtual reality “test-drive” of a Buick LeSabre with PGA professional Ben Crenshaw accompanying the participant.  This project led us to additional projects within this market, such as:

a virtual reality bi-plane experience for Red Baron® Pizza,

a virtual reality ski jump promotional program for Chevrolet in conjunction with its “Olympic Torch City Celebration Tour™,”

an interactive promotional project for Shell Oil Product’s Pennzoil® division’s “Vroom Tour™”, which featured Jay Leno “inside” an automobile engine demonstrating how oil functions inside an automobile engine, and ended with the visitor driving Pennzoil’s Formula One car around the Las Vegas Motor Speedway at speeds in excess of 220 miles per hour,

a 50-seat, 3-D immersive theatre for Red Baron® Pizza’s “3-D Flying Adventure™,” which featured special glasses, Dolby® 5.1 sound, and special effects that literally “jump” off the screen, and

a recently-delivered recruitment tool for the United States Army, in which participants “ride” in an Army Black Hawk helicopter performing an exciting rescue mission.

We recently announced our new non-headset virtual reality delivery system for the advertising/promotional market, named the “Immersa-Dome™.” We hold exclusive rights to the patent behind the Immersa-Dome’s technology, and have recently announced our initial sale of four Immersa-Domes to an automotive concern for delivery later this month. The Immersa-Dome has been well-received, and we are currently in advanced discussions regarding the Immersa-Dome with, among others, several large advertising agencies, major automobile manufacturers, a search and rescue company, and the United States Army.  

Our long-planned entry into the training/simulation market was advanced by the aftermath of September 11, 2001. During the past two and one-half years, we have gained valuable market feedback from direct contact, meetings with, and demonstrations to several governmental agencies that resulted in completing the design of our patent-pending virtual reality-based training systems for judgmental use-of-force and tactical judgment objectives.  The systems provide the law enforcement, military, and security markets with a first-of-its-kind 360-degree immersive training environment.  Our projection-based, patent-pending  IVR™ HD series was completed in January of 2004, and was publicly debuted to the domestic law enforcement market in late March of 2004 at the industry’s Trexpo West trade show in Long Beach, California. We announced our initial sale in this market in September of 2003, and, as of May 17, 2004, we had received orders for ten systems, all variations of the IVR HD series, to the United States Air Force, an undisclosed United States military branch, and to state police organizations in the United States, Mexico, and India. As of May 17, 2004, we had shipped and/or delivered and installed three systems, a demonstration system in Mexico City, and to regional law enforcement training centers in Veracruz and Chihuahua, Mexico.


We have developed significant ongoing relationships with numerous domestic and international security-related municipal, state, and federal agencies, and branches of the military, which have resulted in the submission of confidential proposals currently under review, as well as strategic relationships with large federal defense contractors. We have numerous scheduled demonstrations over the next few months.

We face all the risks, expenses, and difficulties frequently encountered in connection with the expansion and development of a business, difficulties in maintaining delivery schedules if and when volume increases, the need to develop support arrangements for systems at widely dispersed physical locations, and the need to control operating and general and administrative expenses. While the Ferris acquisition provided an established stream of revenues and historically favorable gross margins, Ferris had not yet generated a profit, and substantial additional capital, or major highly-profitable custom applications, will be needed if those operations are to become profitable.


Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

Revenue from custom application contracts are recognized on a percentage-of-completion basis, measured by the percentage of costs incurred to date to total estimated costs for each contract.  Contract costs include all direct material and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs.  General and administrative costs are charged to expense as incurred.

Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, and are recognized in the period in which the revisions are determined.  An amount equal to contract costs attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated.

Costs and estimated earnings in excess of billings on uncompleted contracts represent revenue recognized in excess of amounts billed.  Billings in excess of costs and estimated earnings on uncompleted contracts represent amounts billed in excess of revenue recognized.

Loss Per Share

Basic and diluted loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period.  Common equivalent shares from common stock options and warrants are excluded from the computation as their effect would dilute the loss per share for all periods presented.

Stock-Based Compensation

We account for our stock compensation arrangements under the provisions of Accounting Principles Board (“APB”) No. 25 “Accounting for Stock Issued to Employees.” We provide disclosure in accordance with the disclosure-only provisions of Statement of Financial Accounting Standard (“SFAS”) No. 123 “Accounting for Stock-Based Compensation.”

Results of Operations

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Two major factors affected our results of operations for the three months ended March 31, 2004, compared to the corresponding period of 2004. First, revenue declined. Second, general and administrative expenses increased.

Revenues from our virtual reality product lines are somewhat unpredictable. Our products are custom made to a particular client’s needs and delivery schedules. Thus, our products tend to consist of a few large projects at any time, and the stage of completion of any particular project can significantly affect revenue. We had total revenue of $296,878 for the three months ended March 31, 2004, compared to $361,746 for the corresponding three months of 2003. Our revenue is now broken down in our statement of operations into our two markets, training/simulation and advertising/promotion. Revenue for the period consisted primarily of monies received for our recent IVR-300 HD training simulator deliveries to Mexico, the Black Hawk helicopter recruitment project for the United States Army, from Schwan’s (Red Baron™ Pizza) for a promotional experience at its new flight museum, and from our recent project for Bombardier’s Sea-Doo division. Cost of sales and services slightly  increased proportionately.  

General and administrative expenses of $383,729 for the three months ended March 31, 2004, compared to $252,641 for the three months ended March 31, 2003, increased primarily due to an increase in development costs, travel, advertising/marketing, and trade show expense associated with final development and the recent product roll-out of the IVR HD line of advanced training simulators, as well as the Immersa-Dome system for the advertising/promotional market.  

Liquidity and Plan of Operations

As of March 31, 2004, our liquidity position was extremely precarious. We had current liabilities of $9,712,723, including $6,236,817 in obligations under the lease financing for the old Ferris Productions virtual reality systems, $1,056,561 in accounts payable, and short-term notes payable of $1,654,593, some of which were either demand indebtedness or were payable at an earlier date and were in default. As of March 31, 2004, there was only $410,191 in current assets available to meet those liabilities.

To date we have met our capital requirements by acquiring needed equipment under the Ferris non-cancelable leasing arrangements, through capital contributions, loans from principal shareholders and officers, certain private placement offerings, and through our convertible debenture and equity line financing with Dutchess Private Equities Fund, L.P.

For the quarter ended March 31, 2004, our net loss was $(523,465). After taking into account the non-cash items included in that loss, our cash requirements for operations were approximately $310,509. In addition, we made capital expenditures of $42,429 and repaid notes in the amount of $34,160. To cover these cash requirements, we used existing cash and issued 1,545,628 shares of our common stock under the Dutchess equity line for net cash proceeds of $373,887.

The opinion of our independent auditor for the year ended December 31, 2003 expressed substantial doubt as to our ability to continue as a going concern. We will need substantial additional capital or new lucrative custom application projects to become profitable. In July of 2002, we entered into a financial contract with Dutchess Private Equities Fund, L.P. Under this arrangement, Dutchess is to purchase up to $5 million of our common stock over the next two years under an equity line. The number of shares we may sell to Dutchess is based upon the trading volume of our stock. Dutchess and several other investors also participated in a private placement of $450,000 in convertible debentures, which has been repaid in full. Based on recent increases in the stock's trading volume following our entry into the training/simulation market, management believes that this equity line will allow us to continue our operations for at least the next twelve months. However, operations will require the continued forbearance of the holders of various notes and equipment leases that are currently in default.

Item 3.

Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and the Chief Financial  Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that we are required to disclose in the reports we file under the Exchange Act, within the time periods specified in the SEC's rules and forms. Our Chief Executive Officer and the Chief Financial Officer also concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings.

There have been no significant changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 4. Submission of Matters to a Vote of Security Holders


Item 6. Exhibits and Reports on Form 8-K.

(a)          Exhibits


Chief  Executive Officer and Chief Financial Officer - Rule 13a-15(e)  Certification


Chief  Executive Officer and  Chief Financial Officer - Sarbanes-Oxley Act Section  906 Certification

(b)          We have not filed any reports on Form 8-K during the last quarter of the period covered by this report.


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 17, 2004

 /s/ L. Kelly Jones                                


L. Kelly Jones


Chief Executive Officer and Chief Financial Officer