UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): ~~June~~March 268, ~~2009~~2010 VISUAL MANAGEMENT SYSTEMS, INC. (Exact name of registrant as specified in its charter)


Nevada	333-133936	68-0634458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1000 Industrial Way North, Suite C Toms River, New Jersey 08755 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (732) 281-1355

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 31.0201 ~~UNREGISTERED~~ENTRY ~~SALES~~INTO OFA ~~EQUITY~~DEFINITIVE ~~SECURITIES~~MATERIAL AGREEMENT.

On ~~June~~March 268, ~~2009~~2010, Visual Management Systems, Inc.’s ~~(the~~digital ~~“Company”)~~surveillance ~~completed~~product ~~its~~design ~~private~~and ~~offering~~manufacturing ofsubsidiary ~~Series~~Intelligent BProduct ~~Convertible~~Development ~~Preferred Stock~~Group, ~~the~~LLC ~~initial closing of which~~(“iPDG”) ~~occurred~~entered onin ~~April~~to 1,a ~~2009.~~Master ADistributor ~~total~~Agreement of(the ~~500~~“Agreement”) ~~shares~~with ofVisual Management ~~Series~~Systems BDealer ~~Convertible Preferred~~Group, ~~Stock~~LLC, ~~were~~of ~~issued~~Lafayette, inLouisiana ~~the~~(“Dealer ~~offering~~Group”), an ~~with~~unrelated ~~total~~security ~~net~~systems ~~proceeds~~distributor. toThe ~~the~~Agreement ~~Company of~~called ~~$457,236,~~for ~~after~~Dealer Group ~~finder’s~~to ~~fees.~~market Ofand ~~the~~sell ~~500~~various ~~shares~~iPDG ofproduct ~~Series~~lines Bincluding ~~Preferred~~the ~~Stock~~company’s ~~sold~~TrueHybrid SP™, ~~185~~and ~~were~~its ~~purchased~~Flex byTH-Touch ~~members~~and ofFlex ~~the~~TH-Go ~~Company’s~~series ~~board~~ of ~~directors~~digital, ~~officers~~network, ~~employees~~hybrid orand ~~other~~wireless ~~insiders~~video ofsurveillance ~~the Company~~solutions. The ~~shares of Series B~~two-year ~~Convertible~~Agreement ~~Preferred~~included ~~Stock~~terms ~~have~~governing amarketing ~~liquidation~~coordination ~~preference~~and ~~of $1~~technical training,~~000~~ ~~per share~~ and ~~are~~called ~~convertible~~for ~~into~~an ainitial ~~number~~quarterly ofminimum ~~shares~~purchase ofby ~~Common~~Dealer ~~Stock determined by~~Group, ~~dividing~~LLC ~~the~~of ~~liquidation~~$750,000 ~~preference~~in byconsideration ~~the conversion price~~ of ~~$0.005~~the ~~per share,~~pricing ~~which~~offered ~~is subject~~ to ~~adjustment~~Dealer toGroup ~~protect~~by iPDG, ~~against~~but ~~dilution~~granted ~~under~~no ~~certain circumstances~~territorial exclusivity.

~~The~~On ~~Company~~April 16, ~~has~~2010 ~~agreed~~an Amendment to ~~issue~~Master ~~four~~Distributor ~~shares~~Agreement of(the ~~Series~~“Amendment”) Bwas ~~Convertible~~entered into ~~Preferred~~between ~~Stock~~iPDG and Dealer Group, amending the Agreement to provide Dealer ~~(included~~Group inan exclusive right to market iPDG’s products throughout the ~~500~~United States. ~~total),~~As 1part of the Amendment all existing Visual Management Systems,~~870,000~~ ~~shares~~Inc. customer relationships (or those of ~~Common~~its ~~Stock,~~subsidiaries ~~warrants~~and affiliates) are exempted from the exclusive. iPDG retains the right to sell to those customers at its sole discretion. In consideration for entering into the amendment, the quarterly minimum purchase 5Dealer Group is obligated to place with iPDG was increased from $750,~~510~~000 to $1,000,0000, ~~shares~~and Dealer Group agreed to place orders with IPDG of ~~Common~~no ~~Stock~~less than $2,000,000, at an ~~exercise~~least ~~price~~$300,000 of ~~$.005~~which would be made ~~per~~upon ~~share~~execution, ~~and~~the ~~pay~~remainder ~~cash~~to ~~fees~~be paid for in no more than 180 days following the ~~aggregate~~execution ~~amount~~date of the Amendment. This $332,000,000 toorder ~~finders~~shall insatisfy the ~~connection~~first ~~with~~two quarters of the ~~offering~~Amendment’s quarterly minimum purchase requirement. Failure of Dealer Group to fulfill the minimum quarterly purchase requirements will result in an adjustment of pricing and loss of exclusivity.

The descriptions ~~Company~~of ~~relied upon~~ the ~~exemption~~ ~~provided~~Agreement byand ~~Section 4(2) of~~ the ~~Securities~~Amendment ~~Act~~set offorth ~~1933,~~above asare ~~amended,~~qualified ~~and~~in ~~Rule~~their ~~506~~entirety ofby ~~Regulation~~reference Dto ~~promulgated~~the ~~thereunder,~~copies inof ~~connection~~such ~~with~~documents ~~the~~filed as ~~transactions~~Exhibits ~~described~~10.23 ~~above~~and 10.24 hereto.


ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS


	EXHIBIT NO		DESCRIPTION


	10.23		INTELLIGENT PRODUCT DEVELOPMENT GROUP AUTHORIZED MASTER DISTRIBUTOR AGREEMENT

	10.24		AMENDMENT TO MASTER DISTRIBUTOR AGREEMENT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Visual Management Systems, Inc.
	(Registrant)
By:		/s/ Jason Gonzalez
Name:		Jason Gonzalez
Title:		President and Chief Executive Officer
Dated: June 30, 2009


		Visual Management Systems, Inc.
		(Registrant)

	By:	/s/ Jason Gonzalez

	Name:	Jason Gonzalez
	Title:	President and Chief Executive Officer

2Dated: April 23, 2010

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