Versus Technology, Inc. ("Versus" or the "Company") announced revenues of $1,246,000 for the fiscal quarter ended April 30, 2006, a 3% increase over revenues for the same period in 2005. Revenues for the six months ended April 30, 2006, were $2,444,000, a 17% increase over the six months ended April 30, 2005.


Versus reported a net loss of $389,000 for the quarter compared to a net loss of $172,000 for the same period in 2005. The increase in net loss compared to 2005 is primarily attributable to higher sales and marketing and administrative expenses as well as additional interest expense due to increases in the prime lending rate and amortization of debt discount.


The Company reported a net loss of $764,000 for the six months ended April 30, 2006, compared to a net loss of $777,000 for the six months ended April 30, 2005.


Versus' cash balance at April 30, 2006, was $1,447,000. Cash at the beginning of the fiscal year was $1,682,000.


On March 31, 2006, management gave notice that the Company is exercising its right to redeem all outstanding Series B Secured Convertible Debentures. As a result of agreements with certain Debenture holders and a capital commitment made by a member of the Company's Board of Directors, the Company anticipates that 100% of the Debentures will be converted into common stock in keeping with the Debenture terms. Accordingly, none of the Company's cash will be required for the redemptions, which are expected to be completed by June 30, 2006, and long-term debt will be extinguished.


Pro forma application of the foregoing transactions to the April 30, 2006, statements would increase the net loss of the Company by approximately $1,374,000, to record a non-cash charge against earnings for the balance of the unamortized debt discount, and decrease liabilities and increase shareholders' equity, respectively, by $3,301,000.


For additional information, please refer to the attached unaudited consolidated financial statements.


Versus Technology, Inc. (Pink Sheets: VSTI.PK) (http://www.versustech.com ) (Versus) is the leader in the development and sale of context-aware systems used for the management of patient flow and medical assets and to improve caregiver/patient communications in medical and long-term care facilities. Versus also supplies Active RFID/IR tags and readers that make locating systems more precise, security systems more intelligent, data collection routines automatic, and asset management systems more efficient. Versus' systems, which are currently installed in hospitals, corporate facilities, government facilities, and other complexes, permit the automatic and accurate registry of essential management and business information. By monitoring the precise location of personnel or equipment and automatically recording events associated with their locations, the systems offer real-time asset and staff locating, automatic data collection, access/egress control, and a passive source of location data that facilitates scheduling and communication interfaces. Versus' proprietary locating systems are sold primarily through an expanding network of resellers and dealers.


Safe Harbor Provision


This document may contain forward-looking statements relating to future events, such as the development of new products, the commencement of production, or the future financial performance of the Company. These statements fall within the meaning of forward-looking information as defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of important risks and uncertainties that could cause actual results to differ materially including, but not limited to, economic, competitive, governmental, and technological factors affecting the Company's markets and market growth rates, products and their rate of commercialization, services, prices and adequacy of financing, and other factors. The Company undertakes no obligation to update, amend, or clarify forward-looking statements, whether because of new information, future events, or otherwise.


Report of Management


The accompanying consolidated balance sheets of Versus Technology, Inc. and Subsidiary as of April 30, 2006, and October 31, 2005, and the related consolidated statements of operations and cash flows for the periods ended April 30, 2006 and 2005, have been prepared by management.


Management has elected to omit substantially all of the footnote disclosures required by accounting principles generally accepted in the United States. If the omitted disclosures were included in the financial statements, they might influence the user's conclusions about the Company's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.


The reader should refer to the Versus Technology, Inc. 2005 Annual Report which is available at http://www.versustech.com/pages/annual_reports.aspx for further details regarding the Company's financial position at October 31, 2005.


Richard W. Ebersole


Chief Financial Officer


May 30, 2006


VERSUS TECHNOLOGY, INC. AND SUBSIDIARY


Consolidated Balance Sheets


(Unaudited)


April 30, 2006 October 31, 2005


Assets


Current Assets


Cash and cash equivalents $1,447,000 $1,682,000


Accounts receivable (net of


allowance for doubtful accounts


of $23,000 and $0) 784,000 1,503,000


Inventories - purchased parts and


assemblies 656,000 282,000


Prepaid expenses and other assets 77,000 62,000


Total Current Assets 2,964,000 3,529,000


Property and Equipment


Machinery and equipment 314,000 298,000


Furniture and fixtures 81,000 76,000


Leasehold improvements 158,000 157,000


553,000 531,000


Less accumulated depreciation 496,000 484,000


Net Property and Equipment 57,000 47,000


Goodwill 1,533,000 1,533,000


Patents and Other Intangible Assets,


net of accumulated amortization of


$1,869,000 and $1,787,000 122,000 203,000


Deferred Financing Costs, net of


accumulated amortization of $126,000


and $124,000 8,000 10,000


Other non-current assets 114,000 109,000


$4,798,000 $5,431,000


See accompanying report of management.


VERSUS TECHNOLOGY, INC. AND SUBSIDIARY


Consolidated Balance Sheets


(Unaudited)


April 30, 2006 October 31, 2005


Liabilities and Shareholders' Equity


Current Liabilities


Accounts payable $530,000 $655,000


Accrued expenses 322,000 328,000


Deferred revenue - customer advance


payments 72,000 123,000


Total Current Liabilities 924,000 1,106,000


Long-Term Debt


Series B Convertible Debentures 3,301,000 3,036,000


Total Liabilities 4,225,000 4,142,000


Commitments and Contingencies


Shareholders' Equity


Common stock $0.01 par value;


120,000,000 and 75,000,000


shares authorized; 46,773,325 and


45,734,325 shares issued and


outstanding 468,000 457,000


Additional paid-in capital 37,254,000 37,218,000


Accumulated deficit (37,149,000) (36,386,000)


Total Shareholders' Equity 573,000 1,289,000


$4,798,000 $5,431,000


See accompanying report of management.


VERSUS TECHNOLOGY, INC. AND SUBSIDIARY


Consolidated Statements of Operations


(Unaudited)


Three Months Ended April 30, Six Months Ended April 30,


2006 2005 2006 2005


Revenues $1,246,000 $1,211,000 $2,444,000 $2,081,000


Operating Expenses


Cost of revenues 432,000 388,000 921,000 816,000


Research and


development 152,000 170,000 331,000 345,000


Sales and


marketing 425,000 335,000 828,000 789,000


General and


administrative 387,000 316,000 676,000 593,000


1,396,000 1,209,000 2,756,000 2,543,000


Income (loss) From


Operations (150,000) 2,000 (312,000) (462,000)


Other Income (Expense)


Interest income 11,000 5,000 24,000 21,000


Interest expense (111,000) (87,000) (216,000) (167,000)


Interest expense,


accretion of debt


discount (141,000) (86,000) (265,000) (162,000)


Net foreign


currency


transaction gain


(loss) 2,000 (6,000) 5,000 (7,000)


(239,000) (174,000) (452,000) (315,000)


Net Loss $(389,000) $(172,000) $(764,000) $(777,000)


Basic and Diluted


Net Loss Per Share $(0.01) $(-) $(0.02) $(0.02)


See accompanying report of management.


VERSUS TECHNOLOGY, INC. AND SUBSIDIARY


Consolidated Statements of Cash Flows


(Unaudited)


For the six months ended April 30,


2006 2005


Operating Activities


Net loss $(764,000) $(777,000)


Adjustments to reconcile net loss


to net cash provided by (used in)


operating activities:


Depreciation 13,000 11,000


Amortization of intangibles 84,000 84,000


Interest expense related to


beneficial conversion 265,000 162,000


Changes in operating assets and


liabilities:


Accounts receivable, net 714,000 550,000


Inventories (374,000) (77,000)


Prepaid expenses and other current


assets (15,000) (36,000)


Accounts payable (125,000) (61,000)


Accrued expenses (7,000) (76,000)


Deferred revenues - customer advance


payments (51,000) (26,000)


Net cash used in operating activities (260,000) (246,000)


Investing Activities


Additions to property and equipment (23,000) (18,000)


Net cash used in investing activities (23,000) (18,000)


Financing Activities


Issuance of common stock 48,000 -


Repayment of long-term debt - (75,000)


Net cash provided by (used in) financing


activities 48,000 (75,000)


Net Decrease in Cash and Cash Equivalents (235,000) (339,000)


Cash and Cash Equivalents, at the


beginning of the period 1,682,000 1,616,000


Cash and Cash Equivalents, at the end


of the period $1,447,000 $1,277,000


Supplemental Cash Flow Information


Cash paid during the period for


interest $202,000 $154,000


See accompanying report of management.