United States Securities and Exchange Commission

Washington, D.C. 20549FORM 10-QSB



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934 
    For the quarterly period ended December 31st,
    2007
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                        
|c | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(D) OF THE SECURITIES EXCHANGE ACTFor the transition period from
    ______________ to ____________  

Commission file number: 000-33191

VISUALMED CLINICAL SOLUTIONS CORP.(Exact name of small business issuer as specified in its charter)

|NEVADA                                                                                 | 88-0436055                  
|-------------------------------------------------------------------------------------- | ----------------------------
|(State of other jurisdiction of                                                        | (IRS Employer Identification
|incorporation or organization)                                                         | Number)                     
|                                                                                      
|1035 Laurier Street West                                                              
|Montreal, Quebec                                                                      
|Canada H2V 2L1                                                                        
|(Address of principal executive offices)                                              
|                                                                                      
|(514) 274-1115                                                                        
|(Issuers telephone number)                                                           
|                                                                                      
|(Former name, former address
    and former fiscal year, if changed since last report)

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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. Yesx Noc

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YescNo  x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of February 13, 2008 the issuer had 57,422,845 outstanding shares of common stock.

Transitional Small Business Disclosure Format (Check one): YescNox



---



PART I.

ITEM 1. - Financial Statements

|VisualMED Clinical Solutions Corp.             |      
|---------------------------------------------- | -----
|(A Development Stage Company)                  |      
|                                               |      
|                                               | Index
|Consolidated Balance Sheets                    | F1  
|Consolidated Statements of Operations          | F2  
|Consolidated Statements of Cash Flows          | F3  
|Consolidated Notes to the Financial Statements | F4  

---



|VisualMED Clinical Solutions Corp.                                            |  |              |   |          |             |  
|----------------------------------------------------------------------------- |  | ------------ | - | -------- | ----------- | -
|(A Development Stage Company)                                                 |  |              |   |          |             |  
|Consolidated Balance Sheets                                                   |  |              |   |          |             |  
|(expressed in U.S. dollars)                                                   |  |              |   |          |             |  
|                                                                             
|                                                                              |  | December 31, |   | June 30,
|                                                                              |  | 2007         |   | 2007    
|                                                                              |  | $            |   | $       
|                                                                              |  | (Unaudited)  |   |         
|                                                                             
|Assets                                                                        |  |              |   |          |             |  
|                                                                             
|Current Assets                                                                |  |              |   |          |             |  
|                                                                             
|Cash                                                                          |  |             |   |          | 123,318     |  
|Accounts receivable                                                           |  |             |   |          | 130,717     |  
|Advances to related parties (Note 3)                                          |  | 55,256       |   |          | 29,231      |  
|Prepaid expenses and deposits (Note 4)                                        |  | 62,294       |   |          | 122,250     |  
|Inventory                                                                     |  | 53,073       |   |          | 3,226       |  
|Other assets                                                                  |  | 2,608        |   |          | 7,941       |  
|Total Current Assets                                                          |  | 173,231      |   |          | 416,683     |  
|                                                                             
|Property and Equipment (Note 5)                                               |  | 36,845       |   |          | 51,190      |  
|Total Assets                                                                  |  | 210,076      |   |          | 467,873     |  
|                                                                             
|Liabilities and Stockholders Deficit                                         |  |              |   |          |             |  
|                                                                             
|Current Liabilities                                                           |  |              |   |          |             |  
|                                                                             
|Bank indebtedness                                                             |  | 36,437       |   |          |            |  
|Accounts payable                                                              |  | 1,520,775    |   |          | 1,387,121   |  
|Accrued liabilities (Note 6)                                                  |  | 193,492      |   |          | 197,401     |  
|Loan payable (Note 7)                                                         |  | 50,970       |   |          |            |  
|Due to related party (Note 8)                                                 |  | 3,000        |   |          | 42,288      |  
|Current portion of capital lease obligation                                   |  | 1,254        |   |          | 3,386       |  
|Deferred revenue                                                              |  | 392,299      |   |          | 298,250     |  
|Total Liabilities                                                             |  | 2,198,227    |   |          | 1,928,446   |  
|                                                                             
|Commitments (Notes 1 and 14)                                                  |  |              |   |          |             |  
|Stockholders Deficit                                                         |  |              |   |          |             |  
|Preferred Stock (Note 9),                                                     |  |              |   |          |             |  
|Authorized: 15,000,000 shares, Series A 10% Cumulative; par value $0.00001;   |  |              |   |          |             |  
|Issued and outstanding: nil shares                                            |  |             |   |          |            |  
|Authorized:10,000,000 shares, Undesignated; par value $0.00001;               |  |              |   |          |             |  
|Issued and outstanding: nil shares                                            |  |             |   |          |            |  
|Common Stock (Note 10),                                                       |  |              |   |          |             |  
|Authorized: 100,000,000 shares, par value $0.00001;                           |  |              |   |          |             |  
|Issued and outstanding: 57,422,845 shares (June 30, 2007  49,728,345 shares) |  | 574          |   |          | 497         |  
|Additional Paid-in Capital                                                    |  | 29,995,089   |   |          | 27,269,830  |  
|Common Stock Subscriptions Receivable                                         |  | (2,450       | ) |          | (2,450      | )
|Accumulated Other Comprehensive Loss                                          |  | (259,998     | ) |          | (254,013    | )
|Deficit Accumulated During the Development Stage                              |  | (31,721,366  | ) |          | (28,474,437 | )
|Total Stockholders Deficit                                                   |  | (1,988,151   | ) |          | (1,460,573  | )
|Total Liabilities and Stockholders Deficit                                   |  | 210,076      |   |          | 467,873     |  

(The accompanying notes are an integral part of these consolidated financial statements)

F-1

---



|VisualMED Clinical Solutions Corp.       |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|---------------------------------------- |  | ------------------- | - | ------------ | ---------- | ------------ |  | ---------- | - | ---- | ---------- | - |  | ---------- | -
|(A Development Stage Company)            |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|Consolidated Statements of Operations    |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|(expressed in U.S. dollars)              |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|(unaudited)                              |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|                                        
|                                        
|                                         |  | Accumulated from    |   | For the      |            | For the     
|                                         |  | September 7, 1999   |   | Three Months |            | Six Months  
|                                         |  | (Date of Inception) |   | Ended        |            | Ended       
|                                         |  | to December 31,     |   | December 31, |            | December 31,
|                                         |  | 2007                |   | 2007         |            | 2006         |  | 2007       |   | 2006
|                                         |  | $                   |   | $            |            | $            |  | $          |   | $   
|                                        
|Revenue                                  |  | 1,176,756           |   |              | 452,248    |              |  | 9,374      |   |      | 511,998    |   |  | 18,124     |  
|Cost of sales                            |  | 225,382             |   |              | 24,379     |              |  | 4,059      |   |      | 36,566     |   |  | 8,298      |  
|Gross Profit                             |  | 951,374             |   |              | 427,869    |              |  | 5,315      |   |      | 475,432    |   |  | 9,826      |  
|                                        
|Expenses                                 |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|Acquired in-process research             |  | 7,920,730           |   |              |           |              |  |           |   |      |           |   |  |           |  
|Customer service                         |  | 2,096,880           |   |              | 144,313    |              |  | 301,243    |   |      | 330,567    |   |  | 441,332    |  
|Amortization                             |  | 80,237              |   |              | 10,239     |              |  | 8,419      |   |      | 19,303     |   |  | 16,474     |  
|Development costs                        |  | 2,446,219           |   |              | 113,504    |              |  | 153,578    |   |      | 275,602    |   |  | 286,542    |  
|General and administration               |  | 5,333,885           |   |              | 164,735    |              |  | 1,393,312  |   |      | 494,099    |   |  | 1,572,129  |  
|Sales and marketing                      |  | 10,123,580          |   |              | 1,406,711  |              |  | 696,311    |   |      | 2,589,039  |   |  | 1,717,971  |  
|                                        
|Total Expenses                           |  | 28,001,531          |   |              | 1,839,502  |              |  | 2,552,863  |   |      | 3,708,610  |   |  | 4,034,448  |  
|                                        
|Net Loss From Operations                 |  | (27,050,157         | ) |              | (1,411,633 | )            |  | (2,547,548 | ) |      | (3,233,178 | ) |  | (4,024,622 | )
|                                        
|Other Income (Expenses)                  |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|Interest                                 |  | (65,400             | ) |              | (17,576    | )            |  | (351       | ) |      | (24,123    | ) |  | (519       | )
|Financing costs                          |  | (4,514,285          | ) |              |           |              |  |           |   |      |           |   |  |           |  
|Foreign exchange gain (loss)             |  | 290,553             |   |              | 13,293     |              |  | (89,836    | ) |      | 10,372     |   |  | (89,603    | )
|Gain on forgiveness of interest          |  | 7,655               |   |              |           |              |  |           |   |      |           |   |  |           |  
|Gain on forgiveness of debt              |  | 12,689              |   |              |           |              |  |           |   |      |           |   |  |           |  
|                                        
|Net Loss Before Discontinued Operations  |  | (31,318,945         | ) |              | (1,415,916 | )            |  | (2,637,735 | ) |      | (3,246,929 | ) |  | (4,114,744 | )
|                                        
|Discontinued Operations                  |  | (402,421            | ) |              |           |              |  |           |   |      |           |   |  |           |  
|                                        
|Net Loss                                 |  | (31,721,366         | ) |              | (1,415,916 | )            |  | (2,637,735 | ) |      | (3,246,929 | ) |  | (4,114,744 | )
|                                        
|Other Comprehensive Income (Loss)        |  |                     |   |              |            |              |  |            |   |      |            |   |  |            |  
|Foreign currency translation adjustments |  | (259,998            | ) |              | 6,311      |              |  | 90,784     |   |      | (5,985     | ) |  | 88,628     |  
|                                        
|Comprehensive Loss                       |  | (31,981,364         | ) |              | (1,409,605 | )            |  | (2,546,951 | ) |      | (3,252,914 | ) |  | (4,026,116 | )
|                                        
|Net Loss Per Share  Basic and Diluted   |  |                    |   |              | (0.03      | )            |  | (0.06      | ) |      | (0.06      | ) |  | (0.09      | )
|                                        
|Weighted Average Shares Outstanding      |  |                    |   |              | 55,486,000 |              |  | 46,896,000 |   |      | 53,277,000 |   |  | 46,467,000 |  

(The accompanying notes are an integral part of these consolidated financial statements)

F-2

---



|VisualMED Clinical Solutions Corp.                                          |  |                     |   |                  |            |                  |  |            |  
|--------------------------------------------------------------------------- |  | ------------------- | - | ---------------- | ---------- | ---------------- |  | ---------- | -
|(A Development Stage Company)                                               |  |                     |   |                  |            |                  |  |            |  
|Consolidated Statements of Cash Flows                                       |  |                     |   |                  |            |                  |  |            |  
|(expressed in U.S. dollars)                                                 |  |                     |   |                  |            |                  |  |            |  
|(unaudited)                                                                 |  |                     |   |                  |            |                  |  |            |  
|                                                                           
|                                                                           
|                                                                            |  | Accumulated from    |   |                  |            |                  |  |           
|                                                                            |  | September 7, 1999   |   | For the          |            | For the         
|                                                                            |  | (Date of Inception) |   | Six Months Ended |            | Six Months Ended
|                                                                            |  | To December 31,     |   | December 31,     |            | December 31,    
|                                                                            |  | 2007                |   | 2007             |            | 2006            
|                                                                            |  | $                   |   | $                |            | $               
|Operating Activities                                                        |  |                     |   |                  |            |                  |  |            |  
|Net loss                                                                    |  | (31,721,366         | ) |                  | (3,246,929 | )                |  | (4,114,744 | )
|                                                                           
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                     |   |                  |            |                  |  |            |  
|Amortization                                                                |  | 81,779              |   |                  | 19,303     |                  |  | 16,474     |  
|Stock-based compensation                                                    |  | 17,173,639          |   |                  | 2,725,333  |                  |  | 3,083,789  |  
|Acquired in process research and development                                |  | 7,920,730           |   |                  |           |                  |  |           |  
|Common stock issued for interest                                            |  | 32,063              |   |                  |           |                  |  |           |  
|Common stock issued for services                                            |  | 441,250             |   |                  |           |                  |  |           |  
|Write-off of assets                                                         |  | 3,568               |   |                  |           |                  |  |           |  
|Gain on forgiveness of interest                                             |  | (7,655              | ) |                  |           |                  |  |           |  
|Gain on settlement of debt                                                  |  | (12,689             | ) |                  |           |                  |  |           |  
|                                                                           
|Changes in operating assets and liabilities                                 |  |                     |   |                  |            |                  |  |            |  
|Accounts receivable                                                         |  | 134,544             |   |                  | 130,717    |                  |  | (12,450    | )
|Advances receivable                                                         |  | (587,948            | ) |                  |           |                  |  |           |  
|Prepaid expenses and deposits                                               |  | 39,182              |   |                  | 68,784     |                  |  | 4,625      |  
|Inventory                                                                   |  | (53,073             | ) |                  | (49,847    | )                |  | 226,498    |  
|Other assets                                                                |  | 28                  |   |                  | 6,001      |                  |  | 7,526      |  
|Deferred revenue                                                            |  | 822,299             |   |                  | 94,049     |                  |  | 244,875    |  
|Advances to related parties                                                 |  | (17,956             | ) |                  | (30,778    | )                |  | 29,647     |  
|Accounts payable and accrued liabilities                                    |  | 1,691,931           |   |                  | 121,491    |                  |  | 440,241    |  
|Net Cash Used In Operating Activities                                       |  | (4,059,668          | ) |                  | (161,876   | )                |  | (73,519    | )
|Investing Activities                                                        |  |                     |   |                  |            |                  |  |            |  
|Purchase of property and equipment                                          |  | (96,535             | ) |                  | (1,103     | )                |  | (11,705    | )
|Net Cash Used In Investing Activities                                       |  | (96,535             | ) |                  | (1,103     | )                |  | (11,705    | )
|Financing Activities                                                        |  |                     |   |                  |            |                  |  |            |  
|Proceeds from the sale of common stock                                      |  | 1,490,213           |   |                  |           |                  |  | 4,910      |  
|Bank indebtedness                                                           |  | 36,435              |   |                  | 36,435     |                  |  |           |  
|Proceeds from loan                                                          |  | 572,719             |   |                  | 50,970     |                  |  |           |  
|Proceeds from notes payable                                                 |  | 2,326,476           |   |                  |           |                  |  |           |  
|Repayment of capital lease obligation                                       |  | (9,732              | ) |                  | (2,421     | )                |  | (1,892     | )
|Advances to related parties                                                 |  | (239                | ) |                  | (38,795    | )                |  |           |  
|Net Cash Provided By Financing Activities                                   |  | 4,415,872           |   |                  | 46,189     |                  |  | 3,018      |  
|Effect of Exchange Rate Changes on Cash                                     |  | (259,669            | ) |                  | (6,528     | )                |  | 87,817     |  
|Decrease in Cash                                                            |  |                    |   |                  | (123,318   | )                |  | 5,611      |  
|Cash  Beginning of Period                                                  |  |                    |   |                  | 123,318    |                  |  | 10,976     |  
|Cash  End of Period                                                        |  |                    |   |                  |           |                  |  | 16,587     |  
|Supplemental Disclosures                                                    |  |                     |   |                  |            |                  |  |            |  
|Interest paid                                                               |  |                     |   |                  | 3,977      |                  |  | 538        |  
|Income taxes paid                                                           |  |                     |   |                  |           |                  |  |           |  

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

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|1. | Nature of Operation and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company was incorporated in the State of Nevada on September 7, 1999. The Company changed its name to VisualMed Clinical Solutions Corp. on November 30, 2004. The Companys majority shareholder is
Visual Healthcare Corporation, which is a Nevada Corporation, based in Montreal, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The Companys business plan involves the distribution of medical software. The Company is primarily involved in activities related to the distribution of medical software and is considered to be a
development stage company. At December 31, 2007, the Company had a working capital deficiency of $2,024,996 and has incurred losses of $31,721,366 since inception. The ability of the Company to emerge from the development stage with respect
to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and then attain profitable operations. There is no guarantee that the Company will be able to complete any of the above
objectives. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going
concern. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.
|  
|   | As at December 31, 2007, the Company had bank indebtedness of $36,437, and for the next twelve months, management anticipates that the minimum cash requirements to fund its continued operations will be
$2,160,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months,. Management plans to seek additional capital through equity and/or debt offerings and has asked for the continued
financial support of related parties. There is no assurance that the Company will be able to raise sufficient cash to fund its future distribution programs and operational expenditures.                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|2. | Summary of Significant Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

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|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | c)                                                    
|  
|   |                                                       
|  
|   | d)                                                    
|  
|   |                                                       
|  
|   | e)                                                    
|  
|   |                                                       
|  
|   | f)                                                    
|  
|   |                                                       
|  
|   | g)                                                    
|  
|   |                                                       
|  
|   |                                                       

(The accompanying notes are an integral part of these consolidated financial statements)

F-5

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|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | h)                                                    
|  
|   |                                                       
|  
|   | i)                                                    
|  
|   |                                                       
|  
|   | j)                                                    
|  
|   |                                                       
|  
|   | k)                                                    
|  
|   |                                                       
|  
|   | l)                                                    
|  
|   |                                                       
|  
|   | m)                                                    
|  
|   |                                                       
|  
|   | n)                                                    
|  
|   |                                                       

(The accompanying notes are an integral part of these consolidated financial statements)

F-6

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|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | o)                                                    
|  
|   |                                                       
|  
|   |                                                       
|  
|   | p)                                                    
|  
|   |                                                       
|  
|   | q)                                                    
|  
|   |                                                       
|  
|   | r)                                                    
|  
|   |                                                       
|  
|   | s)                                                    
|  
|   |                                                       

(The accompanying notes are an integral part of these consolidated financial statements)

F-7

---



|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | t)                                                    
|  
|   |                                                       
|  
|   | u)                                                    
|  
|   |                                                       
|  
|   |                                                       
|  
|   |                                                       
|  
|   |                                                       

(The accompanying notes are an integral part of these consolidated financial statements)

F-8

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|3. |  | Advances to Related
        Parties                                                                                                                                                                                                                                                |  |  |         |  |              |  |                    |  |                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- |  | ------------ |  | ------------------ |  | ------------------
|  
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | December 31,       |  | June 30,          
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | 2007               |  | 2007              
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | $                  |  | $                 
|  
|   |  | Advances
        to employees                                                                                                                                                                                                                                                      |  |  |         |  |              |  | 55,256             |  | 29,231            
|  
|   |  | Advances to employees
        represent amounts advanced towards travel expenses to be incurred and
        are non-interest bearing and unsecured.                                                                                                                               
|  
|4. |  | Prepaid Expenses and Deposits                                                                                                                                                                                                                                                      |  |  |         |  |              |  |                    |  |                   
|  
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | December 31,       |  | June 30,          
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | 2007               |  | 2007              
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | $                  |  | $                 
|  
|   |  | Directors and officers insurance                                                                                                                                                                                                                                                   |  |  |         |  |              |  |                   |  | 14,568            
|   |  | Rent                                                                                                                                                                                                                                                                               |  |  |         |  |              |  | 53,537             |  | 91,419            
|   |  | Security deposit                                                                                                                                                                                                                                                                   |  |  |         |  |              |  | 4,587              |  | 4,232             
|   |  | Other                                                                                                                                                                                                                                                                              |  |  |         |  |              |  | 4,170              |  | 12,031            
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | 62,294             |  | 122,250           
|  
|5. |  | Property and Equipment                                                                                                                                                                                                                                                             |  |  |         |  |              |  |                    |  |                   
|  
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  | Accumulated  |  | December 31, 2007  |  | June 30, 2007     
|   |  |                                                                                                                                                                                                                                                                                    |  |  | Cost    |  | Amortization |  | Net carrying value |  | Net carrying value
|   |  |                                                                                                                                                                                                                                                                                    |  |  | $       |  | $            |  | $                  |  | $                 
|  
|   |  | Computer hardware                                                                                                                                                                                                                                                                  |  |  | 69,392  |  | 50,193       |  | 19,199             |  | 27,622            
|   |  | Computer software                                                                                                                                                                                                                                                                  |  |  | 31,683  |  | 24,473       |  | 7,210              |  | 11,611            
|   |  | Office furniture                                                                                                                                                                                                                                                                   |  |  | 14,260  |  | 8,172        |  | 6,088              |  | 6,932             
|   |  | Leasehold
        improvements                                                                                                                                                                                                                                                     |  |  | 10,981  |  | 6,633        |  | 4,348              |  | 5,025             
|   |  |                                                                                                                                                                                                                                                                                    |  |  | 126,316 |  | 89,471       |  | 36,845             |  | 51,190            
|  
|   |  | Assets under capital
        lease with a cost of $13,172 are included in office furniture. During
        the six month period ended December 31, 2007, the Company recognized
        amortization of assets under capital lease of $1,319 (December 31, 2006
        - $1,233).
|  
|6. |  | Accrued Liabilities                                                                                                                                                                                                                                                                |  |  |         |  |              |  |                    |  |                   
|  
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | December 31,       |  | June 30,          
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | 2007               |  | 2007              
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | $                  |  | $                 
|  
|   |  | Salaries, wages and vacation
        pay                                                                                                                                                                                                                                           |  |  |         |  |              |  | 181,355            |  | 197,401           
|   |  | Consulting                                                                                                                                                                                                                                                                         |  |  |         |  |              |  | 10,000             |  |                  
|   |  | Other                                                                                                                                                                                                                                                                              |  |  |         |  |              |  | 2,137              |  |                  
|   |  |                                                                                                                                                                                                                                                                                    |  |  |         |  |              |  | 193,492            |  | 197,401           

(The accompanying notes are an integral part of these consolidated financial statements)

F-9

---



|7.  | Loan payable                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                            | December 31, |              | June 30,
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------ | --------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              | 2007         |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              | $            |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              |              |         
|    | Advances from shareholder, 10% per annum, unsecured,
    no fixed terms of repayment                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            | 50,970       |              |        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            | 50,970       |              |        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              |              |         
|8.  | Advances From Related Parties                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                            |              |              |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              |              |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              | December 31, |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              | 2007         |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              | $            |         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            |              |              |         
|    | Advances from officers, 15% per annum, unsecured,
    no fixed terms of repayment                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                            | 3,000        |              | 42,288  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                            | 3,000        |              | 42,288  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                           
|9.  | Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | On January 12, 2006, the Company restated its Articles of Incorporation to increase the authorized share capital to 125,000,000 shares consisting of 100,000,000 shares of common stock, and 25,000,000 shares
    of preferred stock, of which 15,000,000 have been designated as Series A 10% Cumulative Preferred Stock.                                                                                     
|   
|    | The Series A 10% Cumulative Preferred Stock has a par value of $0.00001 per share, a stated value of $1.00 per share and are non-voting. The holders of the Series A Preferred Stock will be entitled
    to receive an annual dividend equal to 10% per annum of the stated value of $1.00 per share payable, at the option of the Board of Directors, in either cash or in shares of Series A Preferred Stock.
|   
|10. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | For the six-month period ended December 31, 2007:                                                                                                                                                                                                                                                                                                                                                               
|   
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                               | On August 1, 2007, the Company issued 1,405,000 shares of common stock upon the exercise of 1,405,000 options at an exercise price of $0.00001 per share. 
|   
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                               | On August 15, 2007, the Company issued 985,000 shares of common stock upon the exercise of 985,000 options at an exercise price of $0.00001 per share.    
|   
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                               | On September 7, 2007, the Company issued 100,000 shares of common stock upon the exercise of 100,000 options at an exercise price of $0.00001 per share.  
|   
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                               | On October 9, 2007, the Company issued 2,070,000 shares of common stock upon the exercise of 2,070,000 options at an exercise price of $0.00001 per share.

(The accompanying notes are an integral part of these consolidated financial statements)

F-10

---



|10. | Common Stock                                                            
|--- | ------------------------------------------------------------------------
|   
|    | e)                                                                      
|   
|    | f)                                                                      
|   
|    | g)                                                                      
|   
|    | h)                                                                      
|   
|    | i)                                                                      
|   
|    | j)                                                                      
|   
|11. | Share Purchase Warrants                                                 
|   
|    | The following table summarizes the continuity of the Companys warrants:
|   

| |                                |  |            |  | Weighted      
| | ------------------------------ |  | ---------- |  | --------------
| |                                |  |            |  | Average       
| |                                |  | Number of  |  | Exercise Price
| |                                |  | Warrants   |  | $             
| |                                |  |            |  |               
| | Outstanding, June 30, 2007     |  | 10,000,000 |  | 0.01          
| | Issued                         |  |           |  |              
| | Expired                        |  |           |  |              
| | Outstanding, December 31, 2007 |  | 10,000,000 |  | 0.01          

| | At December 31, 2007, the following
    share purchase warrants were outstanding:
| | ---------------------------------------------------------------------------------

|Number of  |  | Exercise |  |               
|---------- |  | -------- |  | --------------
|Warrants   |  | Price    |  | Expiry Date   
|           |  |          |  |               
|10,000,000 |  | $ 0.01   |  | March 30, 2012

|12. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Effective October 4, 2006, the Company filed a Form S-8 Registration Statement in connection with its October 2006 Non-Qualified Stock Option Plan (the October 2006 Plan) allowing for the direct
award of stock or granting of stock options to directors, officers, employees and consultants to acquire up to a total of 2,000,000 shares of common stock. At December 31, 2007, the Company had no shares of common stock unissued pursuant to the
plan.
|   
|    | Effective March 22, 2007, the Company filed a Form S-8 Registration Statement in connection with its March 2007 Non-Qualified Stock Option Plan (the March 2007 Plan) allowing for the direct award
of stock or granting of stock options to directors, officers, employees and consultants to acquire up to a total of 2,000,000 shares of common stock. At December 31, 2007, the Company had no shares of common stock unissued pursuant to the
plan.     

(The accompanying notes are an integral part of these consolidated financial statements)

F-11

---



|12. | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Effective July 24, 2007, the Company
    filed a Form S-8 Registration Statement in connection with its July 2007
    Non-Qualified Stock Option Plan (the July 2007 Plan) allowing
    for the direct award  of stock or granting of stock options to directors,
    officers, employees and consultants to acquire up to a total of 6,500,000
    shares of common stock. At December 31, 2007, the Company had 3,100,000 shares
    of common stock unissued pursuant to the  plan.
|   
|    | Effective November 20, 2007, the Company filed a Form S-8 Registration Statement in connection with its November 2007 Non-Qualified Stock Option Plan (the November 2007 Plan) allowing for the
direct award of stock or granting of stock options to directors, officers, employees and consultants to acquire up to a total of 1,900,000 shares of common stock. At December 31, 2007, the Company had 30,000 shares of common stock unissued pursuant
to the plan.                 
|   
|    | The weighted average grant date fair value of
      stock options granted during the six months ended December 31, 2007 and
      2006 was $0.32 and $1.59, respectively. During the six months ended
      December 31, 2007, the Company charged to operations stock-based compensation
    relating to the granting of options of $2,725,333 (2006 - $2,183,789).                                                                                                                    
|   
|    | A summary of the Companys stock option
    activity is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                     

Weighted Average
	
	Weighted-Average
	
	AggregateNumber of
	
	
	Exercise Price
	
	Remaining
	
	IntrinsicShares
	
	
	$
	
	Contractual Term
	
	ValueOutstanding, June 30, 2007
	
	1,340,000
	
	
	1.29Granted
	
	8,414,500
	
	
	0.02Exercised
	
	(7,694,500
	)
	
	0.00001Cancelled
	
	
	
	
	Outstanding, December 31, 2007
	
	2,060,000
	
	
	0.88
	
	3.88
	
	$27,222Exercisable, December 31, 2007
	
	2,060,000
	
	
	0.88
	
	3.88
	
	$27,222


| | During the six months ended December, 2007,
        the Company granted 8,414,500 stock options to purchase shares of common
        stock at a price below market of $0.00001 per share with an intrinsic
    value of $2,619,953.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                    
| | The fair value of each option grant was estimated
        on the date of the grant using the Black-Scholes option pricing model
    with the following weighted average assumptions:                                               

Six Months EndedDecember 31,2007Expected dividend yield
	
	0
	%Expected volatility
	
	123.34
	%Expected life (in years)
	
	2.0Risk-free interest rate
	
	3.86
	%


| | A summary of the status of the Companys
        nonvested shares as of December 31, 2007, and changes during the six
    months ended December 31, 2007, is presented below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Weighted AverageGrant Date FairNumber of
	
	ValueNonvested Shares
	
	Shares
	
	$Nonvested at July 1, 2007
	
	
	
	
	Granted
	
	8,414,500
	
	
	0.32Vested
	
	(8,414,500
	)
	
	(0.32
	)Nonvested at December 31, 2007
	
	
	
	
	


(The accompanying notes are an integral part of these consolidated financial statements)

F-12

---



|13. | Segment Disclosures                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Company operates as one operating segment which is the sale of its suite of clinical software modules. The Chief Executive Officer is the Companys Chief Operating Decision Maker (CODM) as defined
by SFAS 131, Disclosure about Segments of an Enterprise and Related Information. The CODM allocates resources and assesses the performance of the Company based on
the results of operations.
|   
|14. | Commitments                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                      
|   

$2008
	
	45,0002009
	
	90,0002010
	
	22,0002011
	
	-2012
	
	-157,000


|    | b)                                         | On June 5, 2006, the Company entered into an automobile lease for a term of 48 months. The monthly payments are $654 (CAD$642) ending May 5, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | c)                                         | On November 13, 2006, the Company entered into an investor relations agreement with a consultant and issued 200,000 shares of common stock with a fair value of $360,000 which was included in general and
administrative expense during the year ended June 30, 2007. The Company has also agreed to issue the following: 100,000 shares of common stock when the Companys stock trades at $2.50 per share, 100,000 shares of common stock when the
Companys stock trades at $3.25 per share, and 100,000 shares of common stock when the Companys stock trades at $3.75 per share. The contingently issuable shares have been recorded in general and administrative expense at a fair
value of $540,000 and in additional paid-in capital in accordance with EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling, Goods or Services and EITF
00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.
|   
|15. | Geographic Information and Major Customers
|   

Six Months
	
	Six MonthsEnded
	
	EndedDecember 31,
	
	December 31,2007
	
	2006Revenues from external customers:
	
	$
	
	$United States
	
	70,457
	
	18,124Canada
	
	441,541
	
	Total revenues from external customers
	
	511,998
	
	18,124


| | All long-lived assets are
        domiciled in Canada. During the six months ended December 31, 2007, the
        Company recognized $511,998 (2006 - $18,124) of revenue from
        the licensing of software and technology. For the six months ended December
        31, 2007, revenue from one customer represented 86% (2006  55%)
        of total revenue and from a second customer represented 11% (2006  45%)
        of total revenue.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(The accompanying notes are an integral part of these consolidated financial statements)

F-13

---



ITEM II - MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

Overview

Our major focus remains the diversification and expansion of the application of our technology into new areas of the healthcare industry. Target markets are independent clinics, including specialized corporate healthcare
providers, and oncology specialty facilities such as the Segal Cancer Center. These system deployments are rapid, cost-effective and have a much shorter sales cycle than full hospitals.

Due to our efforts to adapt the existing technology and the opening of these new markets, we have begun to reduce our operating expenses.

At December 31, 2007, the Company had a working capital deficiency of $2,024,996 and had incurred losses of $31,721,366 since inception. These factors raise substantial doubt about our ability to continue as a going
concern without raising significant additional capital or generating significant revenue in the upcoming fiscal year.

We incurred losses of $1,415,916 for the three months ending December 31 2007. This compares to $2,637,735 in the comparable prior year period. The components of these losses were costs associated with sales and
marketing, research and development, customer service and general administration. We also incurred professional expenses, depreciation and filing fees.

Operating expenses for the three months ending December 31, 2007 were $1,839,502.

Marketing Strategy and Recent Developments

We are now offering our tools to a growing segment of the private healthcare sector which views embracing new technology as a necessity to compete against the much slower reacting public sector. Progress has been greatly
accelerated as we move away from concentrating on full-hospital contracts, with the inherent delays and long sales cycles associated with large healthcare bureaucracies, and focus on smaller, faster implementations in the private sector involving
clinics such as those operated by the Plexo group, and stand-alone cancer clinics.

Our VisualONCOLOGY module remains the only fully integrated clinical cancer module on the market and has been implemented at the Segal Cancer Cancer in Montreal. We expect this operational oncology module to facilitate
further sales in the coming calendar year to other such clinics throughout North America and Europe. We continue to seek a large-scale agreement with the American Society of Clinical Oncology, which has expressed much interest in VisualONCOLOGY, and
is awaiting operational data and results from the Segal Cancer Center deployment.

In November 2007, VisualMED entered into a partnership with Terre des Hommes (TDH) Canada, the Canadian affiliate of an international organization based in Switzerland that promotes child welfare around the world. A
$2.2 million (CDN) project was undertaken to provide electronic tools for child care agencies. The first payment of $441,541 USD ($427,500CDN) has been made by TDH Canada Inc. to VisualMED towards this project. The first part of the
development project has been achieved and accepted by (TDH) Canada Inc. and the payment of $441,541. USD ($427,500.CDN) has been recognized as revenue in this quarter.

Our technology is now operational in 6 healthcare facilities, with the Plexo clinics installation underway and the first clinic expected to go-live within the coming months. We still need to deploy in five more facilities
in order to reach our strategic threshold of 12 installed sites. We continue to pursue the opportunities that our growing client base provides. Although progress has been slower than anticipated we feel the goal of obtaining a threshold of 12
installed sites is well within our reach considering the new focus on smaller facilities.

In the interim, our new stand alone modules are more easily affordable to prospective clients, including small practices, clinics and private specialty facilities whose decision making timeframe is much shorter than regular
hospitals: typically months instead of years. We continue to market our VisualANESTHESIOLOGY, which we expect will sell hand in hand with our oncology module, and have one VisualDENTISTRY contract. VisualDENTISTRY has been positively reviewed by
dentists and we remain one of a very few companies active in this field.



3

---



Management remains confident that the VisualMED brand, with its highly rated clinical functionality and rich content, is by now well known within the medical community. When healthcare institutions are prepared to fully
comply with recent and active legislation, and adhere to federally mandated operational reform programs, VisualMEDs traditional software solutions will find no shortage of customers.

Negotiations with several hospital management groups in Europe continue to make progress. Our brand and market presence with some decision-making bodies are now well established in France and Italy.

Financial Condition, Liquidity and Capital Resources

During the three months ending December 31 2007, we recognized revenue of $452,248 from licensing of our product.

At December 31 2007, we had a working capital deficiency of $2,024,996, compared to a working capital deficiency of $1,511,763 at June 30, 2007.

We had a net loss of $1,415,916 and $2,637,735 for the three month periods ending December 31 2007 and 2006 respectively.

At December 31 2007 our total assets were $210,076, as compared to total assets of $467,873 at June 30, 2007.

At December 31, 2007 we had pre-paid expenses of $62,294. This amount consisted of $53,537 for rent, $4,587 for a security deposit on a lease of an automobile for a marketing employee and $4,170 for a trade
show.

At December 31 2007, our total liabilities were $2,198,227, as compared to total liabilities of $1,928,446 at June 30, 2007.

We will need to raise additional equity/debt financing to sustain operations over the next 12 months. Our auditors have expressed substantial doubt about our ability to continue as a going concern in their audit report that
was included in Form 10-KSB for the fiscal year ended June 30, 2007.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of Consolidated Financial Statements require management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the
Consolidated Financial Statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition.

We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. Critical accounting policies identified are as
follows:

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors;
accumulation of costs significantly

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the
use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.



4

---



Foreign Currency Transactions/Balances

Our functional and reporting currency is the United States
dollar. The functional currency of the Companys subsidiary is the Canadian dollar. The financial statements
of this subsidiary
are translated to United States dollars in accordance with SFAS No. 52, Foreign
Currency Translation, using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses)
are recorded in accumulated other comprehensive income (loss) as a component of stockholders equity.
Foreign currency transaction  gains and losses are included in current operations.

Revenue Recognition

The Company recognizes revenue related to sales and licensing of medical software in accordance with Statement of Position No. 97-2, Software Revenue Recognition (SOP
97-2), as amended by Statement of Position No. 98-9, Software Revenue Recognition with Respect to Certain Arrangements. Pursuant to SOP 97-2 and Staff Accounting Bulletin No. 104 Revenue Recognition, revenue will only
be recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured. The Companys revenue contracts are accounted for in conformity with
Accounting Research Bulletin No. 45 Long-Term Construction-Type Contracts (ARB 45), using the relevant guidance in SOP 81-1 Accounting for Performance of Construction-Type and Certain Production-Type Contracts,
unless specified criteria for separate accounting for any service element are met. The Company uses the completed contract method to recognize revenue from long term service contracts. Licensing revenue is recognized if all revenue recognition
criteria pursuant to SAB 104 are met. The Company also follows the guidance in Emerging Issues Task Force (EITF) Issue No. 00-21 Revenue Arrangements with Multiple Deliverables relating to the separability of deliverables
included in an arrangement into different units of accounting and the allocation of an arrangements consideration to those units of accounting. It does not address when revenue should be recognized for the units of accounting.

Incremental direct costs related to contract acquisition and origination, which result in deferred revenue, are expensed as incurred. Any significant customer accounts that are not reasonably assured to be collected are excluded from revenues. During the year ended June 30, 2007, the Company licensed technology to a customer for $1,410,600 ($1,500,000 CAD).  At December 31, 2007, $1,092,080 ($1,163,000 CAD) has been excluded from revenues as collectability was considered by management to not be reasonably assured.  During the six month period ended December 31, 2007, the Company recognized revenue of $441,541 related to a $2,200,000 contract with a customer. Revenue was recognized since customer acceptance or the work completed was obtained and the Company has no further obligations related to this portion of the contract.

Disclosure Regarding Forward-Looking Statements

Certain statements contained in this quarterly report on Form 10QSB/A constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause deviations in actual results, performance or achievements to be materially
different from any future results, performance or achievement expressed or implied. Such factors include but are not limited to: market and customer acceptance of and satisfaction with our products, market demand for our products; fluctuations in
foreign currency markets; the use of estimates in the preparation of our financial statements; the impact of competitive products and pricing in our field; the ability to develop and launch new products in a timely fashion; government and industry
regulatory environment; fluctuations in operating results, including, but not limited to, spending on research and development, spending on sales and marketing activities, spending on technical and product support; and other risks outlined in
previous filings with the Securities and Exchange Commission, and in this quarterly report on Form 10-QSB/A. The words believe, expect, may, anticipate, intend and plan and
similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that cannot be quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements. The terms Company, we, us, our, VisualMED and the Registrant refer to VisualMED
Clinical Solutions Corp., a Nevada corporation, and its subsidiaries.

Factors that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to:

- Our limited operating history;



5

---



- Our auditors have issued a going concern opinion. Therefore we may not be able to achieve our objectives and may have to suspend or cease operations;
- Because we have historically incurred losses and these losses may increase in the future, we must begin generating a profit from our operations. If we do not begin generating
a profit we may have to suspend or cease operations;
- We have experienced a history of losses and expect to incur future losses. Therefore, we must continue to raise money from investors to fund our operations. If we are unable
to fund our operations, we will cease doing business;
- Because we depend on a limited number of third parties to manufacture and supply critical components for our products and services, if a third party manufacturer should cease
operations or refuse to sell components to us, we may have to suspend or cease operations;
- If we cannot deliver the VisualMED systems our customers demand, we will be unable to attract customers, which would likely result in a loss of income and eventually a
termination of our operations;
- Competition from companies with already established marketing links to our potential customers may adversely affect our ability to market our products;
- Our parent company has significant influence over our corporate decisions;
- Because we do not have any patents, we rely on trade secrets, confidentiality agreements and contractual agreements, which may not be adequate to protect our proprietary
interests. If our proprietary interests are divulged to the public, our operations may be adversely impacted and we may have to cease operations;
- We may be exposed to liability claims if products based on our technologies are marketed and sold. We have liability insurance coverage in the amount of $1,000,000,
however, if a judgment is rendered against us in excess of the amount of our coverage, we may have to cease operations;
- Third parties may claim that our current or future products or services infringe their proprietary rights or assert other claims against us;
- Fluctuations in the value of foreign currencies could result in increased product costs and operating expenses;
- We must be able to respond to rapidly changing technology, services and standards in order to remain competitive;
- Because the market for our common stock is limited, our investors may not be able to resell their shares of common stock;
- Because our common stock is subject to penny stock rules, the liquidity of investments may be restricted.



6

---



ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, under the supervision and with the participation of our management, including Gerard Dab, our Chief Executive Officer, and Larry Kurlender,
our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934 (Exchange Act)). Based on that evaluation, our Chief Executive
Officer and our Chief Financial Officer have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed in our annual reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities Exchange Commission rules and forms. There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31 2007that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our officers believe that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that VisualMED files or submits under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief Financial Officer in order to allow timely decisions regarding required disclosure. There are frequent daily communications among all of our executives, including Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, President and our Vice President for Finance. All of our budgetary decisions and all of our billing and other expenditures require the written, signed approval of at least three of
our executives. All issues regarding disclosures and procedures are discussed in a timely fashion, including all financial and other key operational information. Current disclosure controls and procedures are governed by the Board of Directors, and
any changes to such controls and procedures must be made with the Boards approval.



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Part II

ITEM 1. LEGAL PROCEEDINGS

From time to time we may be involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related matters. Currently, we are not a party to any material legal proceeding or
litigation, whether current or threatened, nor are any of our officers, directors or affiliates, a party adverse to us in any legal proceeding or litigation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|    |         
|--- | --------
|   
|(a) | Exhibits
|    |         
|    | 3.1     
|   
|    | 3.2     
|   
|    | 3.3     
|   
|    | 3.4     
|   
|    | 3.5     
|   
|    | 3.6     
|   
|    | 31.1    
|   
|    | 31.2    
|   
|    | 32.1    
|   
|    | 32.2    



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on this 13thday of February, 2008.

VISUALMED CLINICAL SOLUTIONS CORP.(Registrant)By:
	/s/ Gerard DabGerard DabPrincipal Executive Officer, Secretary anda member of the Board of Directors




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