**EXHIBIT
      31.2**




**CERTIFICATION**




I,
      Howard
      Herman, certify that:




1. I
      have
      reviewed this report of Visual Management Systems, Inc.;




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




3. Based
      on my
      knowledge, the financial statements, and other financial information included
      in
      this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the small business issuer as of, and
      for, the periods presented in this report;




4. The
      small
      business issuer’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 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
      small business issuer and have:




(a) Designed
      such
      disclosure controls and procedures, or caused such disclosure controls and
      procedures to be designed under our supervision, to ensure that material
      information relating to the small business issuer, including its consolidated
      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 such internal control
      over
      financial reporting to be designed under our supervision, to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting principles;




(c) Evaluated
      the
      effectiveness of the small business issuer’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




(d) Disclosed
      in this
      report any change in the small business issuer’s internal control over financial
      reporting that occurred during the small business issuer’s most recent fiscal
      quarter (the small business issuer’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting; and




5. The
      small
      business issuer’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the
      small business issuer’s auditors and the audit committee of the small business
      issuer’s board of directors (or persons performing the equivalent
      functions):




(a) All
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the small business issuer’s ability to record, process, summarize and report
      financial information; and




(b) Any
      fraud, whether or
      not material, that involves management or other employees who have a significant
      role in the small business issuer’s internal control over financial
      reporting.







Dated:  November
                19, 2007
            /s/Howard
                HermanHoward
                HermanChief
                Financial Officer