UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



AMENDMENT NO. 1

TO

FORM 10-KSB

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004

or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 000-28381

VIRTRA SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)



|Texas                                                          | 93-1207631                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



|440 North Center, Arlington, TX          | 76011     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)



(817) 261-4269

(Registrant's telephone number, including area code)



SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934:

None



SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934:

Common Stock, par value $.005 per share

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  YES |_| NO |X|

Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES |X| NO |_|

The aggregate market value of the voting stock held by non-affiliates of Registrant at March 1, 2005 was approximately $15,500,272. The number of shares of Registrant's common stock outstanding on March 1, 2005 was 60,859,064.Revenue for the most recent fiscal year was $1,328,180.





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The registrant amends Item 7 of its Annual Report on Form 10-KSB to substitute the following Report of Independent Registered Public Accounting Firm for that appearing in the original filing.



VIRTRA SYSTEMS, INC.

Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders ofVirTra Systems, Inc.



We have audited the accompanying balance sheet of VirTra Systems, Inc. (the Company) as of December 31, 2004, and the related statements of operations, stockholders deficit and cash flows for the years ended December 31, 2004 and 2003.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VirTra Systems, Inc. as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and at December 31, 2004 is in a negative working capital position and a stockholders deficit position.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



As discussed in Note 3 to the financial statements, in 2004 the Company changed its method of accounting for variable interest entities.



/s/ Ham, Langston & Brezina, LLP

Houston, Texas

March 15, 2005





Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.



VIRTRA SYSTEMS, INC.

(Registrant)



By:         /s/ L. Kelly Jones

L. Kelly Jones, chief executive officer



Dated: June 23, 2005



Pursuant to the requirements of the Securities Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



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|Signature           | Title                                                          | Date         
|------------------- | -------------------------------------------------------------- | -------------
|/s/ L. Kelly Jones  | chief executive officer, chief financial officer, and director | June 23, 2005
|L. Kelly Jones      |                                                                |              
|/s/ Bob Ferris      | president and director                                         | June 23, 2005
|Bob Ferris          |                                                                |              
|                    |                                                                |              
|/s/ L. Andrew Wells | director                                                       | June 23, 2005
|Andrew Wells        |                                                                |              







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