0001493152-18-000245.txt : 20180208 0001493152-18-000245.hdr.sgml : 20180208 20180105171943 ACCESSION NUMBER: 0001493152-18-000245 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VirTra, Inc CENTRAL INDEX KEY: 0001085243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 931207631 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 7970 S. KYRENE ROAD CITY: TEMPE STATE: AZ ZIP: 85284 BUSINESS PHONE: 4809681488 MAIL ADDRESS: STREET 1: 7970 S. KYRENE ROAD CITY: TEMPE STATE: AZ ZIP: 85284 FORMER COMPANY: FORMER CONFORMED NAME: VIRTRA SYSTEMS INC DATE OF NAME CHANGE: 20020628 FORMER COMPANY: FORMER CONFORMED NAME: GAMECOM INC DATE OF NAME CHANGE: 19991103 CORRESP 1 filename1.htm

VIRTRA, INC.

7970 S. Kyrene Rd.

Tempe, AZ 85284

January 5, 2018

VIA ELECTRONIC EDGAR FILING

Justin Dobbie

Legal Branch Chief, Office of Transportation and Leisure

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:	VirTra, Inc.
	Amendment No. 2 to Offering Statement on Form 1-A
	Filed December 22, 2017
	File No. 024-10739

Dear Mr. Dobbie:

VirTra, Inc. (the “Company”) submits this letter in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated January 5, 2018 (the “Comment Letter”), relating to the above referenced Amendment No. 2 to Form 1-A.

In this letter, I have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.

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We note that you are offering a minimum of 1,428,571 and a maximum of 2,857,142 shares of common stock. We also note the statement that the minimum and maximum number of shares being offered was computed based on an assumed offering price of $3.50 per share, the midpoint of the price range. To the extent there will be an increase or decrease in the volume of securities being offering after qualification and once the offering price has been determined, please confirm your understanding of the limitations and filing requirements set forth in Securities Act Rule 253(b) and the note thereto. In particular, please confirm your understanding that additional securities may only be offered pursuant to a new offering statement or a post-qualification amendment.

Response: Pursuant to your request, to the extent there will be an increase or decrease in the volume of securities being offering after qualification and once the offering price has been determined, the Company hereby confirms its understanding of the limitations and filing requirements set forth in Securities Act Rule 253(b) and the note thereto. In addition, pursuant to your request, the Company hereby confirms its understanding that additional securities may only be offered pursuant to a new offering statement or a post-qualification amendment.

In responding to the Staff’s comment, we acknowledge that:

	●	we are responsible for the adequacy and accuracy of the disclosure in the filing;

	●	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

	●	we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

********************

Justin Dobbie

Securities and Exchange Commission

Page 2

January 5, 2018

Please direct any questions regarding the Company’s response to Craig D. Linder, Esq. of Legal & Compliance, LLC at 561-514-0936 or clinder@legalandcompliance.com.

Sincerely,

VIRTRA, INC.

By:	/s/ Robert D. Ferris
	Robert D. Ferris
	Chief Executive Officer

cc:	Melissa Gilmore/U.S. Securities and Exchange Commission
	Andrew Mew/U.S. Securities and Exchange Commission
	Julie Griffith /U.S. Securities and Exchange Commission
	Craig D. Linder, Esq./Legal & Compliance, LLC