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Newsletter
October 26, 2005
Volume VI, Issue 90
Home Page : www.otcjournal.com
Email Questions or Comments To: editor@otcjournal.com

To OTC Journal Members:
 

Comments in the BLOG

Last week was one of the ugliest October weeks I can remember. Stocks were trading down as if in a vacuum. Energy stocks got hit the hardest, and microcaps took it on the chin as well. We are coming to crux time- if the 4th quarter rally doesn't materialize in November, 2005 will be remembered as a dismal year for stocks. It was a good week to be away.

The "I" word has the market spooked. Inflation- the market can put up with a lot, but perceived inflationary pressures always leads to tough market conditions.

"Core Inflation" remains tame- that is inflation taking out food and energy. There is little or no inflation if you don't eat, fill your car with gas, travel, or heat your home. Other than those four items, inflation is tame.

There are three new BLOG postings for you to review. DSEN, BPTR, and KAL all got hit with one day sell offs last week. This highly suspicious trading activity could easily be linked to the Refco disaster. As the firms positions were unwound there were massive trades in the energy sector- 10,000 million trades in Exxon and Chevron. When liquidations like this occur, it can filter down to even small stocks. All three stocks acted as if some large holder was forced to sell.

To use the BLOG, simply go to the home page at www.otcjournal.com - the BLOG will scroll down automatically on the right side of your screen. The most current journal entries appear in the middle of your screen. Check back frequently for updates particularly when stocks are moving to overbought or oversold levels or in volatile markets. Your questions and postings do not automatically appear, so don't bother posting the same question multiple times. I personally go through to moderate and respond to every question.

In the last month one of the OTC Journal's long term focus companies came off the canvas as their fortunes appeared to improve. HDY, which had traded well below $1, rebounded to about $2.50. 

Shareholders of another beaten down OTC Journal idea, VirTra Systems (OTC BB: VTSI) are being treated to an eye opening surprise today which could send this oversold micro right back up to more reasonable levels. This appears to be a epiphanal moment for the company- today's transaction should make all their long term problems disappear.
 

VirTra Systems Pulls Rabbit Out of Hat

It's all smiles at VirTra Systems today as the company has magically pulled a proverbial rabbit out of the hat. This company and its shareholders have endured a very tough year, but a new day appears to be just around the corner.

VTSI designs Judgemental-Use-Of-Force simulators. They have the best in the business. Trainees which could include either military or law enforcement are treated to a 270 degree hi-def environment where they use their own actual weapons on the training process.

The company has been grinding along on one or two orders monthly which arrive sporadically from a plethora of sources. They have only been able to achieve $1 to $2 million in annual sales, and have been bleeding red ink throughout their entire history.

This promised to be a turning point year for the company, as many US Military purchasing agents had promised massive multiple unit orders early in the year. Despite promised orders, one by one they all fell by the wayside as purchasing agents were hammered by budget constraints- all the DOD money is being spent in Iraq. The military wanted to buy, but had no money.

The sell off in stocks of this nature was not limited to VirTra- their two competitors and many other publicly traded small military suppliers have made multi year lows in the markets.

Today just before the market opened, VTSI announced it had entered into a letter of intent to acquire three different electronic manufacturing companies in an all stock transaction. 

In his letter to shareholders, CEO Kelly Jones states "We think there's a real likelihood, based on current projections and trends, for 2006 revenue in excess of $40,000,000, with a significant level of 2006 profitability."

The transaction is currently in LOI form- meaning there is no guarantee it will happen. However, both sides appear to be willing, and since it is an all stock transaction, there shouldn't be any external factors to prevent if from coming to fruition. 

All said and done if and when - Struggling little VTSI ends up annualizing at $40 million in sales a turning a significant level of profitability in 2006. 

Since the terms of the purchases were not disclosed, it is impossible for me to forecast any information on EPS since we don't know how profitable the combined entities will be, and we don't know how many shares will end up being issued and outstanding.

One thing is clear from the chart- there is a substantial amount of upside in the stock from these levels. Here's some technical comments:

The stock appears ripe for a reversal as displayed by a double repenetration of the 3x3 displaced moving average in this weekly chart. In the last few weeks, the stock has broke above the 3x3, back below and then back above and closed. This often signals a longer term reversal in a stock's direction. A stop at $.10 is prudent, but a move to $.24 (the .382 of the complete down move) would not surprise if it can build some momentum off today's news. Additionally, the stock has made a double bottom at $.10, which suggests good support there. Just like stocks don't go up forever, they don't go down forever as well. At least not without an exhaustion rally. Too many things point to this stock going to $.24 before having to decide whether to hold or sell there.

This is clearly a bargain basement opportunity and there is still plenty of upside. I believe the stock can easily be bought right up to $.18 even just for a trade.

Rather than provide the news release which has relatively little information, I have decided to include CEO Jone's letter to shareholders on this event, which provides considerably more detail. Click Here if you wish to read the press release. 

Here is a reprint of CEO Kelly Jone's letter to shareholders:
 

Friends and shareholders: 

I am most pleased to attach this morning's press release announcing VirTra Systems' execution of a letter of intent to acquire three private high-technology companies -- Altatron, Inc., Dynalyst, Inc., and Suntech, Inc.

I am excited about this transaction, as the combination of companies will produce a synergy that ultimately makes one very strong and healthy technology company.  Moving forward, the collective company will be known as VirTra Systems, and I will remain as the chief executive officer. 

As I mentioned in the press release, this merger effectively completes this stage of VirTra Systems' reorganization into a viable public company for the reasons set forth briefly below, and sets the stage for a tremendous increase in the company's assets, revenue, shareholders' equity, paving  the way for positive cash flow, net revenue, and huge upside potential for future growth. 

Before I comment further on the new companies, let me reassure you that VirTra Systems remains on track, and has recently enjoyed increased sales activity, both this quarter and last.  In that light, under the current VTSI configuration we anticipate a profitable fourth quarter.  However, we also believe the emerging profitability of the current company creates an opportune time to not only successfully execute our business plan with VirTra Systems' current opportunities, but also to add other corporate opportunities -- other emerging companies at a similar strategic "tipping point" -- so as to amalgamate all the companies into an emerging, lucrative, and cohesive organization. 

Altatron is an ISO 9001:2000 certified manufacturer with production facilities in Moonpark, California, is a provider of advanced electronics manufacturing services to original equipment manufacturers in the telecommunications, networking, computer, consumer electronics, and medical device industries.  Altatron offers a complete range of services including printed circuit board assembly and testing, materials procurement, inventory management, final system assembly and testing, packaging, and distribution.  This company has a strong customer base which has grown even larger during our pre-LOI due-diligence period.   This bodes extremely well both for the near future and beyond.  Altatron is an ideal takeover/merger candidate due to its impressive technologically-advanced plant, but even more importantly because of its impressive 2005 revenue growth, leading to even more impressive 2006 revenue projections.  Like VirTra Systems, Altatron appears headed for black numbers in the fourth quarter of 2005, with great upside for 2006.

Dynalyst is an internal printed circuit board design engineering and fabrication company headquartered in Taylor, Texas, and specializes in providing solutions for the testing of semiconductors, and serves its customers with industry-leading design tools and manufacturing processes providing rapid design and fabrication.  This is an extremely high-quality manufacturing company producing, as an example, circuit boards for the Bradley fighting vehicle.  It brings an impressive physical facility just outside of the Austin technology center, with a fair market value well in excess of its book value.  Dynalyst is already profitable.

Suntech, of Tempe, Arizona, provides efficient and reliable offshore outsourcing of custom electronic component manufacture, chiefly in Asia, and brings a steady flow of positive cash flow.  With over 150 years of combined experience in the design and manufacture of printed circuit boards, Suntech performs technical reviews and process capabilities analysis on each of its approved suppliers to ensure products meet or exceed customers’ quality requirements.  Suntech’s approved suppliers are also ISO certified.  Suntech is projected for seven-digit profitability in 2005. 

As you may have already perceived, the ISO certification is very important as we pursue military and other public tenders, as it simply means our facilities meet very exacting third-party-assured manufacturing standards, which may be relied upon by our customers. 

As you will see, these companies are high-tech manufacturing operations that will not only provide VirTra Systems with world class, ISO-certified, design and manufacturing capabilities for components used in our unique line of virtual reality products, but they also individually operate in lucrative markets as well.  Outsourcing the manufacture of electronics is a mainstream method for companies to manufacture and deliver their products to market, and helps explain why many companies in the EMS and offshore manufacturing industries are experiencing strong growth.

What does this acquisition mean to VirTra Systems?  In addition to these acquisitions, the "deal" brings in some $3.5 million of new investment capital.  Thus, after the contemplated retirement of debt, in very rounded numbers the anticipated net result is a nine-fold increase in company assets (at book value), a six-fold increase in currently-projected 2006 revenue, while only doubling our debt.  By any standards, that's a great corporate opportunity.  We think there's a real likelihood, based on current projections and trends, for 2006 revenue in excess of $40,000,000, with a significant level of 2006 profitability. 

There is an enormous amount of work remaining, including negotiation and execution of the contemplated definitive agreement, a more thorough contractual due-diligence period, followed by binding obligations, issuance of a shareholders' proxy statement, and a subsequent shareholders' meeting.  Our aggressive timeline for merger effectiveness is January 1, 2006.

I expect a large number of shareholder questions, so I anticipate hosting a shareholders' conference call shortly after successful conclusion of the contractual due diligence period, in mid-to-late November, to discuss the pending merger, VTSI and the target companies, and to answer your questions in this area.

I will be communicating more in the coming weeks with you regarding the pending acquisition, and will make every effort to provide the necessary information for you to make an informed decision.  Having already conducted considerable due-diligence on the three companies, we very much like what we see.  I am confident that, after reviewing these companies, and the terms of the deal, you will strongly agree. 

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. 

--L. Kelly Jones, VirTra Systems CEO 
 


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