**EXHIBIT 31.2**

**CERTIFICATION**

          I, J.D.Gardner, certify that:

          1. I havereviewed this report on Form 10-Q of Visual Management Systems, Inc.;

          2. Based onmy knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

          3. Based onmy knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

          4. Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

              a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under the Company’s supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

              b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under the Company’ssupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

              c)Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report the Company’s conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

              d)Disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

          5. Theregistrant’s other certifying officer and I have disclosed, based on theCompany’s most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalent functions):

              a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

              b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.