UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




**FORM
      10-Q**




x
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended September 30, 2008. ̈
            Transition
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the transition period _____________ to
                ______________.





Commission
      File Number **333-133936**





**VISUAL
      MANAGEMENT SYSTEMS, INC.**


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
              (State or other jurisdiction of
              incorporation or organization)
            
            **68-0634458**
              (IRS Employer Identification Number)





**1000
      Industrial Way North, Suite C**


**Toms
      River, New Jersey 08755**


(Address
      of principal executive offices)




**(732)
      281-1355**


(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.


Yes x No  ̈





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definition of “accelerated filer, large accelerated filer”, and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer  ̈


Accelerated
      filer  ̈


Non-accelerated
      filer  ̈ (Do not
      check if a smaller reporting company)


Smaller
      reporting company x




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


Yes  ̈ No x




As
      of
      November 14, 2008, there were 10,515,487 shares of the registrant’s common stock
      outstanding.









**VISUAL
      MANAGEMENT SYSTEMS**  **,
      INC. AND SUBSIDIARIES**


**INDEX**





Page No.**PART I.  Financial Information**Item 1.
            Financial
                Statements
            
            3Condensed
                Consolidated Balance Sheets (Unaudited) as of September 30, 2008
                and
                December 31, 2007
            
            3Condensed
                Consolidated Statements of Operations (Unaudited) for the Three Months
                and
                Nine Months Ended September 30, 2008 and 2007
            
            4Condensed
                Consolidated Statements of Cash Flows (Unaudited) for the Nine Months
                Ended September 30, 2008 and 2007
            
            5Notes
                to Condensed Consolidated Financial Statements
            
            6Item 2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            10Item 3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            12Item 4.
            Controls
                and Procedures
            
            12**PART II.  Other Information**Item 2.
            Unregistered Sales of Equity Securities and Use of Proceeds
            
            14Item 3.
            Defaults upon Senior Securities
            
            14Item 6.
            Exhibits
            
            14**SIGNATURES**
            
            15




2




PART
      I -
      FINANCIAL INFORMATION


Item
      1.
  FINANCIAL STATEMENTS





**Visual
      Management Systems, Inc. and Subsidiaries**


**Condensed
      Consolidated Balance Sheets**







**Sept 30, 2008**
            
            **December 31, 2007**(unaudited)
            
            (audited)**Assets**Current
                assetsCash
            
            $
            198,998
            
            $
            707,025Accounts
                receivable, net
            
            
            284,038
            
            
            296,447Inventory
            
            
            564,405
            
            
            605,724Prepaid
                expenses
            
            
            226,921
            
            
            23,931Total
                current assets
            
            
            1,274,362
            
            
            1,633,127Property
                and equipment - net
            
            
            641,817
            
            
            682,285Capitalized
                software
            
            
            132,923
            
            
            -Deposits
                and other assets
            
            
            147,945
            
            
            102,308Investment
                in joint venture
            
            
            5,000
            
            
            -Software
                assets-net
            
            
            1,548,414
            
            
            -Deferred
                financing costs-net
            
            
            1,290,783
            
            
            1,851,091**Total
                Assets**
            
            $
            5,041,244
            
            $
            4,268,811**Liabilities
                and Stockholders' Deficit**Current
                liabilitiesAccounts
                payable
            
            $
            1,529,687
            
            $
            780,521Accrued
                expenses and other current liabilities
            
            
            1,159,025
            
            
            627,445Customer
                deposits
            
            
            272,668
            
            
            137,160Sales
                tax payable
            
            
            115,044
            
            
            38,727Bank
                line of credit
            
            
            49,981
            
            
            49,981Short
                term notes payable
            
            
            759,745
            
            
            -Current
                portion of long-term debt
            
            
            99,206
            
            
            347,539Current
                portion of obligations under capital leases
            
            
            53,311
            
            
            30,700Current
                portion of convertible notes payable
            
            
            2,083,333
            
            
            208,333Total
                current liabilities
            
            
            6,122,000
            
            
            2,220,406Convertible
                notes payable(net
                of current maturities and unamortized discount of
                $498,333)
            
            
            2,712,334
            
            
            2,818,334Long-term
                debt - net of current portion
            
            
            259,405
            
            
            346,509Obligations
                under capital leases - net of current portion
            
            
            67,899
            
            
            37,179Commitments
                and ContingenciesStockholders'
                deficitPreferred
                stock
            
            
            1
            
            
            1Common
                stock
            
            
            10,140
            
            
            7,379Additional
                paid-in-capital
            
            
            13,845,670
            
            
            12,030,155Accumulated
                deficit
            
            
            (17,826,205
            )
            
            (13,041,152
            )Treasury
                stock, at cost
            
            
            (150,000
            )
            
            (150,000
            )Total
                stockholders' deficit
            
            
            (4,120,394
            )
            
            (1,153,617
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            5,041,244
            
            $
            4,268,811





The
      accompanying notes to the Condensed Consolidated Financial Statements are an
      integral part of these statements.


3




**Visual
      Management Systems, Inc. and Subsidiaries**


**Condensed
      Consolidated Statements of Operations**


**For
      the Three and Nine Months Ended September 30, 2008 and
      2007**


**(Unaudited)**




**Nine Months Ended September 30**
            
            **Three Months Ended September 30****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenues
                - net
            
            $
            4,992,691
            
            $
            4,455,981
            
            $
            1,779,866
            
            $
            1,857,272Cost
                of revenues
            
            
            2,785,996
            
            
            2,365,141
            
            
            1,132,500
            
            
            1,015,401Gross
                profit
            
            
            2,206,695
            
            
            2,090,840
            
            
            647,366
            
            
            841,871Operating
                expenses
            
            
            6,594,611
            
            
            6,045,451
            
            
            1,669,678
            
            
            2,895,077Loss
                from operations
            
            
            (4,387,916
            )
            
            (3,954,611
            )
            
            (1,022,312
            )
            
            (2,053,206
            )Other
                (income) expensesDebt
                conversion expense
            
            
            -
            
            
            590,044
            
            
            -
            
            
            -Interest
                income
            
            
            -
            
            
            (281
            )
            
            -
            
            
            (229
            )Interest
                expense
            
            
            449,886
            
            
            204,497
            
            
            152,852
            
            
            32,871Miscellaneous
                loss (income)
            
            
            (52,749
            )
            
            -
            
            
            (53,054
            )
            
            -397,137
            
            
            794,260
            
            
            99,798
            
            
            32,642Net
                loss
            
            $
            (4,785,053
            )
            $
            (4,748,871
            )
            $
            (1,122,110
            )
            $
            (2,085,848
            )Deemed
                dividend on convertible preferred stock
            
            $
            -
            
            $
            635,582
            
            $
            -
            
            $
            635,582Net
                loss applicable to common stockholders
            
            $
            (4,785,053
            )
            $
            (5,384,453
            )
            $
            (1,122,110
            )
            $
            (2,721,430
            )Per
                share data - basic and fully diluted
            
            $
            (0.60
            )
            $
            (0.84
            )
            $
            (0.13
            )
            $
            (0.40
            )Weighted
                average number of commonshares
                outstanding
            
            
            7,984,506
            
            
            6,401,071
            
            
            8,482,107
            
            
            6,869,075





The
      accompanying notes to the Condensed Consolidated Financial Statements are an
      integral part of these statements.


4




**Visual
      Management Systems, Inc. and Subsidiaries**


**Condensed
      Consolidated Statements of Cash Flows**


**For
      the Nine Months Ended September 30, 2008 and 2007**


**(Unaudited)**







**2008**
            
            **2007****Cash
                flows from operating activities**Net
                loss
            
            $
            (4,785,053
            )
            $
            (4,748,871
            )Adjustments
                to reconcile net loss to net cash used by operating
                activitiesDepreciation
                and amortization
            
            
            752,384
            
            
            81,025Non-cash
                interest expense
            
            
            323,217
            
            
            163,137Payment
                of stock for services
            
            
            766,034
            
            
            390,000Stock-based
                compensation
            
            
            311,059
            
            
            876,044Debt
                conversion expense
            
            
            -
            
            
            590,044Gain/Loss
                on disposition of assets (net)
            
            
            249
            
            
            -(Increase)
                decrease in operating assetsAccounts
                receivable
            
            
            12,409
            
            
            48,013Inventory
            
            
            87,150
            
            
            (302,207
            )Prepaid
                expenses and other assets
            
            
            (33,974
            )
            
            (48,746
            )Deposits
                and other assets
            
            
            (45,637
            )
            
            (59,491
            )Increase
                (decrease) in operating liabilitiesAccounts
                payable
            
            
            749,166
            
            
            773,177Accrued
                expenses and other current liabilities
            
            
            918,630
            
            
            256,931Sales
                tax payable
            
            
            76,317
            
            
            65,375Customer
                deposits
            
            
            135,508
            
            
            136,199Net
                cash used by operating activities
            
            
            (732,541
            )
            
            (1,779,370
            )**Cash
                flows from investing activities**Purchases
                of property and equipment
            
            
            (59,394
            )
            
            (136,615
            )Capitalized
                software
            
            
            (132,923
            )
            
            -Proceeds
                from disposition of assets
            
            
            12,145
            
            
            -Investment
                in joint venture
            
            
            (5,000
            )
            
            -Net
                cash used by investing activities
            
            
            (185,172
            )
            
            (136,615
            )**Cash
                flows from financing activities**Repayment
                of capital leases
            
            
            (42,060
            )
            
            (29,415
            )Repayment
                of short term notes
            
            
            (68,000
            )
            
            -Proceeds
                from convertible notes payable (net of $12,500 issuance
                costs)
            
            
            -
            
            
            112,500Proceeds
                from the sale of common stock
            
            
            -
            
            
            871,230Proceeds
                from the exercise of warrants
            
            
            124,922
            
            
            -Proceeds
                from short term notes payable (net of $15,200 of issuance
                costs)
            
            
            480,261
            
            
            -Repurchase
                of stock into treasury
            
            
            -
            
            
            (150,000
            )Proceeds
                from the issuance of preferred stock, net of issuancecosts
                of $250,148
            
            
            -
            
            
            1,265,500Principal
                repayments of long-term debt
            
            
            (85,437
            )
            
            (59,035
            )Repayment
                of loans payable - stockholders
            
            
            -
            
            
            (1,943
            )Net
                cash provided by financing activities
            
            
            409,686
            
            
            2,008,837Change
                in cash
            
            
            (508,027
            )
            
            92,852**Cash**Beginning
                of period
            
            
            707,025
            
            
            963End
                of period
            
            $
            198,998
            
            $
            93,815**Supplemental
                Disclosure of Cash Flow Information**Issuance
                of a short term note to refinance existing long term note
            
            $
            267,192
            
            $
            -Issuance
                of convertible note for IDS Acquisition
            
            
            1,544,000
            
            
            -Issuance
                of note payable for IDS Acquisition
            
            
            42,000
            
            
            -Increase
                in inventory due to IDS Acquisition
            
            
            6,841
            
            
            -Increase
                in assets under capitalized leases
            
            
            95,391
            
            
            -Cash
                paid for interest
            
            
            89,921
            
            
            29,002Increase
                in inventory for reclassification from fixed assets
            
            
            38,990
            
            
            -Increase
                in prepaid expenses associated with
            
            
            194,016issuance
                of stock and debt for investor relations servicesDeemed
                dividend on preferred stock
            
            
            
            
            
            635,582Decrease
                in accrued expenses for issuance of stock to
            
            
            387,050pay
                liquidated damages





The
      accompanying notes to the Condensed Consolidated Financial Statements are an
      integral part of these statements.


5


**Visual
      Management Systems, Inc. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**September
      30, 2008**








**1.**  **Basis
      of Presentation and Nature of Business Operations**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with the requirements of Form 10-Q and Item 310 of
      Regulation S-B of the Securities and Exchange Commission (the “Commission”) and
      include the results of Visual Management Systems, Inc., formerly known as Wildon
      Productions, Visual Management Systems Holding, Inc., Visual Management Systems
      LLC and Intelligent Product Development Group, LLC, formerly known as Visual
      Management Systems PDG, LLC, its wholly-owned subsidiaries (the “Subsidiaries”),
      which are collectively referred to as the “Company”. Accordingly, certain
      information and footnote disclosures required in the unaudited consolidated
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted. In
      the
      opinion of the Company’s management, the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (consisting only
      of
      normal recurring adjustments) which the Company considers necessary for the
      fair
      presentation of the Company’s consolidated financial position as of September
      30, 2008 and the results of its operations for the three and nine month periods
      ended September 30, 2008 and 2007, and are not necessarily indicative of results
      that may be expected for the entire year. These unaudited condensed financial
      statements should be read in conjunction with the audited financial statements
      and related notes included in the Company’s Annual Report for the year ended
      December 31, 2007 on Form 10-K.





The
      Company delivers protective technology solutions and remote management loss
      prevention surveillance systems and provides on-site consultations regarding
      its
      products. The Company also sells, installs, upgrades and services Digital Video
      Recording Systems. The Company is New Jersey-based and began operations in
      June
      2003.





**Summary
      of Significant Accounting Policies**




**Debt
      instruments and the features/instruments contained therein**





Deferred
      financing costs are amortized over the term of the associated debt instrument.
      The Company evaluates the terms of the debt instruments to determine if any
      embedded derivatives or beneficial conversion features exist. The Company
      allocates the aggregate proceeds of the notes payable between the warrants
      and
      the notes based on their relative fair values. The fair value of the warrants
      issued to note holders or placement agents are calculated utilizing the
      Black-Scholes option-pricing model.





**Intangible
      assets**





Intangible
      assets acquired by the Company in connection with the IDS acquisition have
      been
      valued using the income method, based on future economic benefits expected
      on a
      net present value basis. Values assigned to intangible assets are being
      amortized over the estimated useful lives of the respective intangible assets.
      Values assigned to intangible assets acquired and their useful lives will be
      reviewed no less frequently then on an annual basis to determine if
      there has been any impairment to the then carrying value of the assets or if
      a
      change in amortization period is required, as prescribed by SFAS 142. Values
      assigned to goodwill will not be amortized, however periodic reviews will be
      conducted to determine if the carrying value of the goodwill exceeds its then
      measured fair value in order to determine if a goodwill impairment loss needs
      to
      be recognized.





**Capitalized
      Software Development Costs**





Capitalization
      of computer software development costs begins upon the establishment of
      technological feasibility, as defined in SFAS 86. The establishment of
      technological feasibility and the ongoing assessment of recoverability of
      capitalized computer software development costs require considerable judgment
      by
      management with respect to certain external factors, including, but not limited
      to, technological feasibility, anticipated future gross revenue, estimated
      economic life and changes in software and hardware technology. At September
      30,
      2008, the Company has capitalized approximately $132,900 of software development
      costs relating to new products. There was no software development cost
      capitalized during the same period in 2007.




Amortization
      is provided on a product-by-product basis. The annual amortization is the
      greater of the amount computed using (a) the ratio that current gross revenue
      for a product bears to the total of current and anticipated future gross revenue
      for that product, or (b) the straight-line method over the remaining estimated
      economic life of the product. Amortization will start when (a) the product
      is
      available for general release to customers and (b) all research and development
      activities relating to the other components of the product are completed. At
      September 30, 2008, the Hybrid DVR software products under development were
      not
      yet generally available to customers and as a result, there were no amortization
      charges for the three or nine months ending September 30, 2008 for those
      products.




6




The
      Company performs reviews of the recoverability of such capitalized software
      development costs at each balance sheet date. At the time a determination is
      made that capitalized amounts are not recoverable based on the estimated cash
      flows to be generated from the applicable software, the capitalized cost of
      each
      software product is then valued at the lower of its remaining unamortized costs
      or net realizable value.





**Inventory**





Inventory,
      which consists of digital video recorders and related components, security
      cameras and related installation materials, is stated at the lower of cost
      or
      market value. Cost is computed on the first-in, first-out method. The Company
      reviews inventory for slow moving and obsolete inventory during each reporting
      period to determine if a reserve is required. Based on the review conducted
      as
      of September 30, 2008, management does not believe any reserve is
      required.




The
      Company's inventory consisted of a total of approximately $564,400,
      (approximately $81,940 of raw materials and $482,460 of finished goods) at
      September 30, 2008 as compared to inventory of $605,724 (approximately $66,000
      of raw materials and $540,000 of finished goods) at December 31,
      2007.




**2.**  **Going
      Concern**




The
      accompanying financial statements have been prepared assuming the Company is
      a
      going concern, which assumption contemplates the realization of assets and
      satisfaction of liabilities in the normal course of business. The Company
      suffered recurring losses from operations, a recurring deficiency of cash from
      operations, including a cash deficiency of approximately $732,540 from
      operations for the nine months ended September 30, 2008 as compared to a cash
      deficiency from operations of about $1,779,370 for the same period in
      2007.




These
      factors raise substantial doubt about the Company’s ability to continue as a
      going concern. The financial statements do not include any adjustments relating
      to the recoverability and classification of recorded asset amounts or the amount
      of liabilities that might be necessary should the Company be unable to continue
      in existence. Continuation of the Company as a going concern is dependent upon
      achieving profitable operations in the long-term and raising additional capital
      to support existing operations for at least the next twelve months. Management
      is currently considering a number of means for raising additional capital,
      including a private offering of securities and other strategic alternatives
      to
      raise funds.




Without
      the money to fund its business plan the Company’s competitive position may never
      mature to a point where its business plan will be attainable, including its
      plan
      as it relates to the Company’s investment in the assets of Intelligent Digital
      Systems, LLC, and a substantial retrenchment of management’s plans may be
      necessary. If the Company is unsuccessful in raising funds or curtailing
      expenses, the Company may be required to cease operations or file for
      bankruptcy.





**3.** **Commitments
      and Contingencies**




In
      June
      2008, the Company’s $250,000, 8% per annum note due January 4, 2008 was assigned
      by the holder of the note to a pension plan formed for the benefit of a member
      of the Company's Board of Directors, which the Company exchanged for a new
      $267,192, 10% per annum note due on December 10, 2008. The Company also issued
      the new holder options to acquire 20,000 shares of our common stock at a price
      of $0.40 per share.




On
      August
      28, 2008, In connection with the Company’s July 2007 Private Placement of 5%
      Senior Secured Convertible Debentures detailed in previous reports,, the Company
      entered into an Amendment and Waiver Agreement with each of Enable Opportunity
      Partners, L.P., Enable Growth Partners, L.P. and Pierce Diversified Master
      Fund,
      LLC, Ena, the holders of the Company’s 5% Senior Secured Convertible Debentures
      pursuant to which the debenture holders have:




·
            waived
                the Company’s compliance with the provisions of the debentures which
                require the Company to have a registration statement covering the
                shares
                issuable upon the conversion of the debentures declared effective
                under
                the Securities Act of 1933 and maintain the effectiveness of such
                registration statement;




·
            waived
                the anti-dilution provisions of the debentures which, as a result
                of prior
                transactions, would otherwise result in an adjustment to the conversion
                price of the debentures to $.40 per
                share;




·
            waived
                certain provisions of the agreement pursuant to which the Debentures
                were
                issued which restrict the Company’s ability to issue common stock and
                securities convertible into or exercisable for common
                stock;




·
            waived
                all registration rights previously granted to the Debenture Holders
                with
                respect to the shares issuable upon the conversion of the debentures
                and
                exercise of the warrants issued to the debenture holders, provided
                that
                the Company does not fail to satisfy the current public information
                requirements under Rule 144(c) of the Securities Act of 1933 for
                a period
                of three (3) consecutive trading days or
                more.




7




In
      the
      event of the Company fails to satisfy the current public information
      requirements under Rule 144(c) of the Securities Act of 1933 for a period of
      three (3) consecutive trading days or more, the Company will be required to
      file
      a registration statement covering the shares issuable upon the debentures and
      warrants and will be subject to monetary penalties if it fails to obtain and
      maintain the effectiveness of the registration statement.





In
      consideration of the waivers and in lieu of (i) $253,320 of liquidated damages
      and related interest that the debenture holders alleged were owed as a result
      of
      the Company’s failure to register the shares underlying the debentures and
      warrants for public resale and (ii) $46,875 of accrued and unpaid interest
      owed
      to the debenture holders, the Company has agreed to issue shares of the
      Company’s common stock valued at $296,875 (based upon a per share price equal to
      80% of the average of the value weighted average price of the common stock
      for
      the 20 trading days prior to the date of the amendment and waiver) to the
      debenture holders pro-rata according to their percentage ownership of the
      debentures, and to adjust the exercise price of the warrants to $.40 per
      share.





The
      Company has agreed to register the new shares for resale under the Securities
      Act of 1933, as amended. Failure to file and have the registration statement
      declared effective within a specified time frame will subject the Company to
      liquidated damages.





**4** . **Acquisition
      of IDS Assets**





On
      April
      3, 2008, the Company purchased substantially all the assets of Intelligent
      Digital Systems, LLC. (“IDS”). The assets consist of the current TechEye
      software (“DVR Software”) and computer software in development relating to the
      TrueHybrid NVR/DVR technology (“Hybrid DVR Software”). The Company is currently
      investigating patent protection for a number of the processes included in the
      DVR software and Hybrid DVR Software. The assets purchased included three
      trademarks, which the Company does not currently plan to use and therefore
      assigned no value to them. The Company has included the results of the IDS
      operations that were purchased by the Company since the date of acquisition.
      These results have not been material.





Under
      the
      terms of the agreement, the Company purchased accounts receivable of $3,185
      and
      inventory of $20,123 as well as the DVR Software and Hybrid DVR Software.
      Through September 30, 2008, all of the accounts receivable have been collected
      and the inventory balance has been reduced through sale of products to
      approximately $6,800.





The
      amount of $1,562,692 was assigned to intangible assets. The intangible assets
      consist of the DVR Software and Hybrid DVR Software and are being amortized
      over
      their estimated useful lives of 1 and 5 years respectively.





The
      following table summarizes the estimated fair values of the assets acquired
      at
      the date of acquisition:





Fair
                Value Measurement Using:Quoted Market
              Prices in Active
              Markets for
              Identical Assets
              (Level 1)
            
            Significant Other
              Observable Inputs
              (Level 2)
            
            Significant
              Unobservable Input
              (Level 3)
            
            TotalDVR
                Software
            
            
            -
            
            
            -
            
            $
            28,555
            
            $
            28,555Hybrid
                DVR Software
            
            
            -
            
            
            -
            
            $
            1,534,137
            
            $
            1,534,137Total
            
            
            -
            
            
            -
            
            $
            1,562,692
            
            $
            1,562,692





The
      intangible software assets were valued using the income method, using the
      company's best estimates of future cash flows from the sales of the products
      including the software, a 40% tax rate and discount rates between 15 and
      20%.





Amortization
      of $7,139 was charged to cost of good sold during the quarter ended September
      30, 2008 ($14,278 for the nine months ended September 30, 2008) for the DVR
      Software. The balance of $14,278 will be amortized in equal amounts over the
      next two quarters.





Amortization
      associated with the Hybrid DVR Software is not expected to begin until the
      fourth quarter of 2008, when products containing the software are commercially
      available. As a result, future amortization is expected to be:





Quarter
                ending December 31, 2008
            
            $
            83,8462009
            
            
            313,9662010
            
            
            306,8272011
            
            
            306,8272012
            
            
            306,8272013
            
            
            230,121Total
            
            $
            1,548,414




8


**5.** **Equity
      Based Compensation, Common Stock**




**Issuance
      of Equity Compensation to Wakabayashi Fund, LLC.**





In
      August
      2008, the Company entered into a Strategic Alliance Agreement with Wakabayashi
      Fund, LLC. (“Wakabayashi”) for their provision of investor relations services.
      On August 19, 2008, the Company issued 100,000 restricted shares of its common
      stock as compensation to Wakabayashi.





**Issuance
      of Equity Compensation to Glenwood Capital, LLC.**





In
      July
      2008, the Company entered into a Strategic Alliance Agreement with Glenwood
      Capital, Inc. (“Glenwood”) for their provision of investor relations services.
      On August 5, 2008, the Company issued 100,000 restricted shares of its common
      stock as compensation to Glenwood. The Company’s agreement with Glenwood
      contemplates a payment of $25,000 to be made to Glenwood by the Company upon
      the
      first anniversary of execution of the agreement, as additional compensation
      for
      their services.





**6.**  **Exercise
      of Warrants**




In
      August
      2008, Brookshire Securities Inc. (“Brookshire”), the Company’s placement agent
      for its July 2007 Private Placement, exercised warrants to acquire 52,280
      shares of the Company’s common stock pursuant to the warrant's cashless exercise
      provisions which resulted in a total of 34,095 shares being issued to
      Brookshire, with no net proceeds to the Company.





In
      two closings in August and September 2008, holders of warrants to purchase
      shares of the Company’s common stock, originally issued to Kuhns Brothers, Inc.
      the Company’s placement agent for its November 2007 Private Placement,
      exercised warrants representing 276,853 shares of the Company’s common stock,
      resulting in the issuance of 276,853 shares to those holders, yielding net
      proceeds of $124,922 to the Company after finders fees and other expenses
      related to the transaction. The Company relied upon the exemption provided
      by
      Section 4(2) of the Securities Act of 1933, as amended, in making such
      issuance.




**7.** **Subsequent
      Events**




**Issuance
      of Equity Compensation to Mercom Capital Group, LLC.**




In
      November 2008, the Company issued 105,286 restricted shares of stock to Mercom
      Capital Group, LLC (“Mercom”) as final resolution and settlement of its October
      2007 agreement wherein Mercom would provide investor relations services to
      the
      Company. As a result of the issuance the agreement is deemed terminated.





**Execution
      of Strategic Alliance Agreements with Brookshire Securities,
      Corp.**




In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Brookshire Securities, Corp., (“Brookshire”) for their provision of investor
      relations services. On October 8, 2008, the Company issued 250,000 restricted
      shares of its common stock as compensation to Brookshire.




**Execution
      of Strategic Alliance Agreements with Leesa Kaczmarzyk**





In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Leesa
      Kaczmarzyk (“Kaczmarzyk”), an individual, for her provision of investor
      relations services. On October 13, 2008, the Company issued 25,000 restricted
      shares of its common stock as compensation to Kaczmarzyk. On November 7, 2008
      the Company issued an additional 25,000 shares of its common stock as
      compensation to Kaczmarzyk.





**Execution
      of Strategic Alliance Agreements with Gilder Funding Corp**





In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Gilder Funding Corp. (“Gilder”) for their provision of investor relations
      services. On November 4, 2008, the Company issued 150,000 restricted shares
      of
      its common stock as compensation to Gilder. The agreement between the Company
      and Gilder also calls for the payment of the sum of $4,000 to Gilder in further
      consideration for their services.




9


**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results and
      Operations**




**Overview**




On
      July
      17, 2007, we acquired all of the outstanding capital stock of Visual Management
      Systems Holding, Inc., a New Jersey corporation, in connection with the merger
      of our wholly owned subsidiary with and into Visual Management Systems Holding,
      Inc. In connection with the merger, we changed our corporate name from Wildon
      Productions, Inc. to Visual Management Systems, Inc. and the former stockholders
      of Visual Management Systems Holding, Inc. received an aggregate of 5,218,000
      shares of our common stock representing approximately 76.5% of our outstanding
      common stock after giving effect to the merger. In addition, our board of
      directors was reconstituted at the effective time of the merger with designees
      of Visual Management Systems Holding, Inc. replacing our then current board
      of
      directors. Further, at the effective time of the merger, we abandoned our prior
      business plan and the operations of Visual Management Systems Holding, Inc.
      acquired as a result of the merger became our sole line of business. The merger
      transaction was therefore accounted for as a reverse acquisition with Visual
      Management Systems Holding, Inc. as the acquiring party and Visual Management
      Systems, Inc. (formerly Wildon Productions, Inc. ) as the acquired party.
      Accordingly, when we refer to our business and financial information relating
      to
      periods prior to the merger, we are referring to the business and financial
      information of Visual Management Systems Holding, Inc., unless the context
      otherwise requires.




Simultaneously
      with the merger, we completed the initial closing of a private placement of
      investment units consisting of shares of Series A Convertible Preferred Stock
      and common stock purchase warrants, which we sometimes refer to in this Report
      as our July 2007 Private Placement. We issued a total of 616 investment units
      representing a total of 616 shares of Series A convertible preferred stock
      and
      warrants to acquire 616,000 shares of our common stock in the July 2007 Private
      Placement, which was completed on October 25, 2007. On November 30, 2007, we
      completed a private placement of $3.75 million aggregate principal amount of
      5%
      secured convertible debentures and warrants to acquire 11,250,000 shares of
      our
      common stock to three affiliated institutional investors.




**Results
      of Operations for the Three Months Ended September 30, 2008 and
      2007**




The
      following discussion and analysis should be read in conjunction with the
      financial statements, including the notes thereto and other information
      presented in this report.




**Net
      Revenues**




Net
      revenues decreased approximately $77,410, or 4% to about $1,779,870 during
      the
      three months ended September 30, 2008 from approximately $1,857,272 during
      the
      three months ended September 30, 2007. The decrease in revenues reflects the
      impact of the economy on our sales efforts and a reduction in our
      sales force.





**Cost
      of Goods Sold**




Total
      cost of goods sold increased approximately $117,100, or 12% to $1,132,500 for
      the three months ended September 30, 2008, from approximately $1,015,400 during
      the three months ended September 30, 2007. This increase was primarily due
      to
      increased material and labor costs associated with larger jobs bid at a lower
      margin as compared to 2007.




As
      a
      result of the changes described above in revenues and cost of goods sold, gross
      profit for the three months ended September 30, 2008 decreased to approximately
      $647,370 from approximately $841,870 for the three months ended September 30,
      2007, and gross profit as a percentage decreased to 36.4% for the three months
      ended September 30, 2008 compared with 45.3% for the three months ended
      September 30, 2007. The decrease in gross profit margin for the three months
      ended September 30, 2008 is a result of increased material and labor costs
      associated with larger jobs bid at a lower margin as compared to
      2007.




**Operating
      Expenses**




Operating
      expenses decreased approximately $1,225,400 to approximately $1,669,680 for
      the
      three months ended September 30, 2008, from approximately $2,895,080 for the
      three months ended September 30, 2007.




This
      decrease was primarily attributable to a decrease in finance and investor
      relations costs (approximately $600,000), stock based compensation
      (approximately $300,000), and a decrease in wages due to reduced headcount
      (approximately $300,000).




**Interest
      Expense**




Interest
      expense for the three months ended September 30, 2008 increased to approximately
      $152,850, from about $32,870 in the three months ended September 30, 2007.
      The
      increase was primarily the result of (i) higher original issue discount
      amortization, totaling approximately $75,000 and (ii) interest on convertible
      debt of $46,875.




10




**Net
      Loss**




As
      a
      result of the items discussed above there was a net loss of $1,122,110 for
      the
      three months ended September 30, 2008 compared with a net loss of $2,085,848
      for
      the three months ended September 30, 2007.




**Results
      of Operations for the Nine Months Ended September 30, 2008 and
      2007**




The
      following discussion and analysis should be read in conjunction with the
      financial statements, including the notes thereto and other information
      presented in this report.




**Net
      Revenues**




Net
      revenues increased approximately $536,710, or 12% to about $4,992,690 during
      the
      nine months ended September 30, 2008 from approximately $4,455,980 during the
      nine months ended September 30, 2007. The increase in revenues reflects
      primarily the success in completing several large sales during
      2008.




**Cost
      of Goods Sold**




Total
      cost of goods sold increased approximately $420,850, or 18% to about $2,786,000
      for the nine months ended September 30, 2008, from approximately $2,365,140
      during the nine months ended September 30, 2007. This increase was primarily
      due
      to increased revenues and increased material and labor costs associated with
      larger jobs bid at a lower margin as compared to 2007.





As
      a
      result of the changes described above in revenues and cost of goods sold, gross
      profit for the nine months ended September 30, 2008 increased to approximately
      $2,206,700 from about $2,090,840 for the nine months ended September 30, 2007,
      and gross profit as a percentage of revenues decreased to 44.2% for the nine
      months ended September 30, 2008 compared with 46.9% for the nine months ended
      September 30, 2007.




**Operating
      Expenses**




Operating
      expenses increased approximately $549,160 to about $6,594,610 for the nine
      months ended September 30, 2008, from approximately $6,045,450 for the nine
      months ended September 30, 2007.




This
      increase was primarily attributable to an increase in the accrual for liquidated
      damages for a late filing of a registration statement, the amortization of
      deferred financing costs and investor relations costs of approximately $547,000,
      $579,000, and $348,000 respectively, offset by decreases in general and
      administrative costs of approximately $620,000 and sales costs of approximately
      $320,000.




**Debt
      Conversion Expense**




Debt
      conversion expense for the nine months ended September 30, 2008 decreased to
      zero, from approximately $590,000 for the nine months ended September 30, 2007,
      as no indebtedness was converted in 2008.




**Interest
      Expense**




Interest
      expense for the nine months ended September 30, 2008 increased to approximately
      $449,890, from about $204,500 in the nine months ended September 30, 2007.
      The
      increase was primarily the result of (i) higher original issue discount
      amortization, totaling approximately $225,000 and (ii) interest on bridge loans
      and convertible debt of approximately $152,000 offset by $125,000 of interest
      expense in the nine months ended September 30, 2007 associated with a beneficial
      conversion feature on convertible debt.




**Net
      Loss**




As
      a
      result of the items discussed above there was a net loss of $4,785,053 for
      the
      nine months ended September 30, 2008 compared with a net loss of approximately
      $4,748,871 for the nine months ended September 30, 2007.




**Liquidity
      and Capital Resources**




Our financial
      statements are prepared on a going concern basis, which assumes that we will
      realize assets and discharge liabilities in the normal course of business.
      At
      September 30, 2008, we had cash of approximately $198,998, a working capital
      deficit of approximately $4,847,639, stockholders’ deficit of approximately
      $4,120,394, and an outstanding balance of long term debt of approximately
      $259,405 net of current maturities, plus approximately $2,712,334 of convertible
      debt net of current maturities and an unamortized original issue discount of
      approximately $498,333, and obligations under capital leases net of current
      maturities of approximately $67,889. In comparison, at December 31, 2007, we
      had
      cash and equivalents of approximately $707,025, a working capital deficit of
      approximately $587,279, $2,818,334 of convertible debt net of current
      maturities, and an outstanding balance of long term debt of $346,509, net of
      current maturities. Our financial condition as of September 30, 2008 raises
      doubt as to our ability to continue our normal business operations as a going
      concern. If we are unable to put into effect certain plans, we may be required
      to restructure, file for bankruptcy or cease operations.




11




**Cash
      Flows from Operating Activities**




Net
      cash
      used by operating activities was approximately $732,541 for the nine months
      ended September 30, 2008 and approximately $1,779,370 for the nine months ended
      September 30, 2007.  Cash used during the nine months ended September
      30, 2008 was primarily the result of the operating loss described above offset
      by decreases in receivables of approximately $12,409 and inventory of
      approximately $87,150 and increases in accounts payable and accrued expenses
      totaling approximately $1,663,446.  For the nine months ended
      September 30, 2007, cash used in operations was primarily a result of the
      operating loss incurred during the quarter plus increases in inventory of
      approximately $302,207 and security bonds of approximately $59,491 for larger
      customer jobs offset by decreases in receivables of approximately $48,013
      increases in accounts payable and accrued expenses of approximately $1,030,108
      and increased customer deposits of approximately $136,199.





**Cash
      Flows from Investing Activities**




Net
      cash
      used in investing activities was approximately $185,172 in the nine months
      ended
      September 30, 2008 representing capitalization of costs relating to
      implementation of a new accounting software package and capitalization of
      software development costs net of proceeds received from an asset disposition,
      as compared to approximately $136,615 of equipment purchases for the
      corresponding period in 2007.




**Cash
      Flows from Financing Activities**




Net
      cash
      provided by financing activities was approximately $409,686 for the nine months
      ended September 30, 2008 and approximately $2,008,837 for the nine month period
      ended September 30, 2007.  The cash from financing activities was a
      result of proceeds of approximately $480,261 from short term notes payable
      and
      proceeds from the exercise of warrants of approximately $124,922 offset by
      repayment of short term notes of $68,000 and principal payments on capital
      leases of approximately $42,060,  and long term debt of approximately
      $85,437 during the nine months ended September 30, 2008.  For the nine
      months ended September 30, 2007, the cash provided by financing activities
      was
      primarily the result of proceeds form the sale of convertible preferred stock
      of
      approximately $1,265,500, proceeds of about $871,230 from the issuance of common
      stock and about $112,500 net proceeds from convertible debt offset by $150,000
      for the repurchase of stock into treasury, repayments of long term debt of
      approximately $59,035 and repayment of capital lease obligations of
      approximately $29,415.





Cash
      decreased from $707,025 at December 31, 2007 to $198,998 at September 30,
      2008.





**Item
      3.**  **Quantitative
      and Qualitative Disclosure About Market Risk**




We
      believe that our business operations are not exposed to market risk relating
      to
      interest rate, foreign currency exchange risk or commodity price
      risk.





**Item
      4.**  **Controls
      and Procedures**




*Evaluation
      of Disclosure Controls and Procedures.* Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures as of the end of the period covered
      by
      this report and concluded that due to deficiencies in our information technology
      systems, our controls and procedures were not effective as of the date of the
      evaluation. Disclosure controls and procedures are controls and other procedures
      that are designed to provide reasonable assurance that information required
      to
      be disclosed in our reports filed or submitted under the Securities Exchange
      Act
      of 1934 is recorded, processed, summarized and reported, within the time periods
      specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to provide reasonable assurance that information required
      to
      be disclosed in our reports filed under the Exchange Act is accumulated and
      communicated to management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate to allow timely decisions regarding required
      disclosure.




Since
      June 30, 2008, we have taken steps to improve our disclosure controls and
      procedures, including the implementation of more formal written policies and
      procedures with respect to disclosure matters, including the circulation of
      written disclosure checklists to members of management that are designed to
      ensure that information required to be disclosed in our reports filed under
      the
      Exchange Act is accumulated and communicated to those responsible for preparing
      the reports. We plan to implement improvements in our information technology
      systems during the quarter ending March 31, 2009 assuming we have sufficient
      funding to do so.




*Internal
      Control over Financial Reporting* After
      assessing our internal control over financial reporting as of December 31,
      2007,
      our management identified a number of material weaknesses in our internal
      control over financial reporting and concluded that as a result of these
      material weaknesses, our internal control over financial reporting was not
      effective as of such date. These material weaknesses included:




12




·
            misunderstandings
                of certain applications of Generally Accepted Accounting Principles
                (GAAP)
                and poor oversight and management of accounting staff and technology
                by
                our former Chief Financial Officer;·
            deficiencies
                in our information technology relating to inventory control, revenue
                recognition, financial forecasting and the management of inter-company
                transactions;·
            a
                lack of uniformity in accounting policies across subsidiaries which
                allowed and increased the number of undetected discrepancies in
                inter-company transactions;·
            the
                lack of a formal documented closing process for period ends;
                and·
            the
                lack of a formal process for developing comparisons to recent period
                results or forward looking financial
                forecasts.




Since
      December 31, 2007, we have taken the following steps to remediate our material
      weaknesses:




·
            In
                April 2008, we engaged an independent consultant to assist management
                in
                the preparation of our financial statements and periodic reports.
                We
                incurred an expense of approximately $82,000 in connection with this
                engagement.




·
            In
                February 2008, we replaced our Chief Financial Officer with an Interim
                Chief Financial Officer and reorganized our accounting
                department.




·
            During
                the quarter ended March 31, 2008, we developed and implemented processes
                for the entry and maintenance of financial records and taking more
                frequent physical inventory.




·
            We
                have utilized the services of Withum, Smith & Brown Global Assurance
                to evaluate our internal controls over financial reporting and assist
                us
                with developing effective internal controls over financial reporting.
                The
                total cost for these services is expected to be approximately
                $80,000.





·
            We
                have utilized the services of Withum, Smith & Brown, P.C. to assist us
                in the preparation of our financial statements, but our utilization
                of
                outside firms has recently been curtailed due to financial reasons.
                Total
                expense incurred for these services was approximately $51,000 for
                the six
                months ended June 30, 2008.




·
            We
                have continued to train and educate staff as to applicable accounting
                policies.




·
            We
                have identified the accounting software package which we plan to
                obtain
                and implement to improve our financial reporting
                system.




·
            In
                June 2008, we hired J.D Gardner as our Chief Financial Officer in
                replacement of our Interim Chief Financial
                Officer.




*Changes
      in Internal Control over Financial Reporting* . During
      the quarter ended September 30, 2008, the following changes were made to our
      internal control over financial reporting that materially affected, or are
      reasonably likely to affect, our internal control over financial reporting.





·
            We
                have taken monthly physical inventories during the quarter ended
                September
                30, 2008 and tested the costing of the inventory to vendor
                invoices.





·
            We
                have developed the data and the capability to begin comparing results
                to
                historical data.





·
            We
                have strengthened the controls over intercompany transactions and
                monthly
                reconciliations are performed





·
            We
                perform a monthly reconciliation of our sales ledger to revenue
                booked.


As
      a
      result of the steps described above, we believe that we have remediated the
      material weaknesses in our internal control over financial reporting identified
      above other than the deficiencies in our information technology, revenue
      recognition and inventory control. To remediate these material weaknesses,
      we
      plan to perform testing of the sales to revenue reconciliation during the
      quarter ended December 31, 2008 and obtain and implement the accounting software
      package discussed above during the quarter ending March 31, 2009, to the extent
      that financial resources are available at that time. The estimated cost of
      obtaining and implementing this software is approximately $200,000.




Management
      will continue to scrutinize the steps we have detailed above to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Securities Exchange Act of 1934 is recorded, processed, summarized
      and
      reported within the time periods specified in the SEC rules and forms. If upon
      further evaluation the steps detailed above prove too slow or insufficient
      in
      their totality to meet that goal, we will develop a new plan which includes
      changes necessary to ensure that we comply with all relevant Commission rules
      and forms.




Our
      management does not expect that our disclosure controls or our internal controls
      over financial reporting will prevent all error and fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable, but not
      absolute, assurance that the objectives of a control system are met. Further,
      any control system reflects limitations on resources, and the benefits of a
      control system must be considered relative to its costs. These limitations
      also
      include the realities that judgments in decision-making can be faulty and that
      breakdowns can occur because of simple error or mistake. In addition, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people or by management override of a control. A design of a control
      system is also based upon certain assumptions about potential future conditions;
      over time, controls may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and may not be
      detected.




13




**PART
      II – OTHER INFORMATION**





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**




In
      August
      2008, Brookshire Securities Inc. (“Brookshire”), the Company’s placement agent
      for the July 2007 Private Placement, exercised warrants to acquire 52,280 shares
      of the Company’s common stock pursuant to the warrants cashless exercise
      provisions which resulted in a total of 34,095 shares being issued to
      Brookshire, with no net proceeds to the Company. The Company relied upon the
      exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended,
      in making such issuance.





In
      two closings in August and September 2008, holders of warrants to purchase
      shares of the Company’s common stock, originally issued to Kuhns Brothers, Inc.,
      the Company’s placement agent for the November Private Placement, exercised
      warrants representing 276,853 shares of the Company’s common stock, resulting in
      the issuance of 276,853 shares to those holders, yielding net proceeds of
      $124,922 to the Company after finders fees and other expenses related to the
      transaction. The Company relied upon the exemption provided by Section 4(2)
      of
      the Securities Act of 1933, as amended, in making such issuance.




In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Brookshire Securities, Corp., (“Brookshire”) for their provision of investor
      relations services. On October 8, 2008, the Company issued 250,000 restricted
      shares of its common stock as compensation to Brookshire. The Company relied
      upon the exemption provided by Section 4(2) of the Securities Act of 1933,
      as
      amended, in making such issuance.





In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Leesa
      Kaczmarzyk (“Kaczmarzyk”), an individual, for her provision of investor
      relations services. On October 13, 2008, the Company issued 25,000 restricted
      shares of its common stock as compensation to Kaczmarzyk. On November 7, 2008
      the Company issued an additional 25,000 shares of its common stock as
      compensation to Kaczmarzyk The Company relied upon the exemption provided by
      Section 4(2) of the Securities Act of 1933, as amended, in making such issuance.





In
      October 2008, the Company entered into a Strategic Alliance Agreement with
      Gilder Funding Corp. (“Gilder”) for their provision of investor relations
      services. On November 5, 2008, the Company issued 150,000 restricted shares
      of
      its common stock as compensation to Gilder. The Company relied upon the
      exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
      in
      making such issuance. The agreement between the Company and Gilder also calls
      for the payment of the sum of $4,000 to Gilder in further consideration for
      their services.





On
      November 5, 2008, the Company issued 105,286 shares of stock to Mercom Capital
      Group, LLC (“Mercom”) as final resolution and settlement of its October 2007
      agreement wherein Mercom would provide investor relations services to the
      Company. As a result of the issuance the agreement is deemed
      terminated.





In
      a
      series of issuance from September to November 2008, the Company issued a total
      of 1,202,500 shares of the Company’s common stock to holders of shares of the
      Company’s Series A Convertible Preferred Stock, in conversion thereof. As a
      result of the conversion 171.5 shares of the Company Series A Convertible
      Preferred Stock were retired. The Company relied upon the exemption provided
      by
      Section 3(a)(9) of the Securities Act of 1933, as amended, in making such
      issuance.





**Item
      3.**  **Defaults
      Upon Senior Securities**




We
      have
      not timely paid the $46,875 of interest payments due under our convertible
      debentures on October 1, 2008. The Company is in negotiations with the holder
      of
      the debentures regarding a schedule for payment.





**Item
      6.**  **Exhibits**





Exhibit No.
            
            Exhibits31.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 200231.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 200232.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 200232.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




14




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Visual
                Management Systems, Inc.(Registrant)By:
            /s/
                Jason GonzalezJason
                GonzalezChief
                Executive OfficerDated:
                November 14, 2008By:
            /s/
                J.D. GardnerJ.D.
                GardnerChief
                Financial Officer


Dated:
          November 14, 2008


15