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): ~~March~~June 825, 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)

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 12.0104 ~~ENTRY~~Triggering ~~INTO~~Events AThat ~~DEFINITIVE~~Accelerate ~~MATERIAL~~or ~~AGREEMENT~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~March~~June 828, 2010, Visual Management Systems, Inc.’s ~~digital~~(the ~~surveillance~~“Company”) ~~product~~received ~~design and~~written ~~manufacturing~~notification ~~subsidiary~~dated ~~Intelligent~~June ~~Product~~25, ~~Development~~2010, ~~Group~~from Enable Growth Partners, ~~LLC~~LP, ~~(“iPDG”)~~Enable ~~entered~~Opportunity inPartners, toLP aand Pierce Diversified Master ~~Distributor~~Fund, ~~Agreement~~LLC (collectively, the “~~Agreement”~~Enable Funds), ~~with~~who ~~Visual Management~~are ~~Systems~~collectively ~~Dealer~~the ~~Group,~~holders ~~LLC,~~of all of ~~Lafayette,~~the ~~Louisiana~~Company’s 5% Senior Secured Convertible Debentures issued in November 2007 (the “~~Dealer Group~~Debentures”), an ~~unrelated~~that ~~security~~the ~~systems~~entire ~~distributor.~~principal ~~The~~amount ~~Agreement~~of ~~called~~the ~~for~~Debentures ~~Dealer Group~~was todue ~~market~~ and payable ~~sell~~on ~~various~~the ~~iPDG~~maturity ~~product~~date ~~lines~~for ~~including~~ the ~~company’s TrueHybrid~~Debentures ~~SP™~~of May 30, 2010, and ~~its~~that ~~Flex~~the Company ~~TH-Touch~~was ~~and~~therefore ~~Flex~~in ~~TH-Go~~default ~~series~~for non-payment of ~~digital~~such amounts, ~~network,~~ ~~hybrid~~ and ~~wireless~~for ~~video~~other events ~~surveillance~~of ~~solutions~~default under the Debentures. The ~~two-year~~Enable Funds made demand for ~~Agreement~~immediate ~~included~~payment ~~terms~~of ~~governing~~all ~~marketing~~amounts ~~coordination~~due ~~and~~pursuant ~~technical~~to the terms of the Debentures in ~~training,~~the ~~and~~case ~~called~~of ~~for~~such andefault, ~~initial~~totaling ~~quarterly~~130% ~~minimum~~of ~~purchase~~the byoutstanding ~~Dealer~~principal ~~Group, LLC~~amount of the ~~$750~~Debentures,~~000~~ inplus ~~consideration~~100% of accrued and unpaid interest thereon (the “Mandatory ~~pricing~~Default ~~offered~~Amount”). toAs ~~Dealer~~part ~~Group~~of bythe notification the Enable Funds ~~iPDG,~~advised ~~but~~the ~~granted~~Company nothat ~~territorial~~they ~~exclusivity~~are collectively owed $4,083,472 of principal.

OnThe ~~April 16,~~Enable ~~2010~~Funds analso ~~Amendment~~notified tothe ~~Master~~Company ~~Distributor~~that ~~Agreement~~pursuant (to the ~~“Amendment”)~~security ~~was~~agreement ~~entered~~between ~~into~~the ~~between~~Enable ~~iPDG~~Funds and ~~Dealer~~the ~~Group,~~Company ~~amending~~ (the “Security Agreement”), toif ~~provide~~the ~~Dealer~~Mandatory ~~Group~~Default anAmount ~~exclusive~~was ~~right~~not topaid ~~market~~by ~~iPDG’s products throughout~~ the ~~United States.~~close ~~As part~~ of ~~the~~business ~~Amendment~~on ~~all~~June ~~existing~~28, ~~Visual Management Systems~~2010, ~~Inc.~~the ~~customer~~Enable ~~relationships~~Funds ~~(or~~would ~~those~~take ofsteps ~~its~~to ~~subsidiaries~~dispose ~~and~~of ~~affiliates) are exempted from~~ the ~~exclusive.~~collateral ~~iPDG~~under ~~retains~~ the ~~right to sell to those customers~~Security atAgreement ~~its~~(the ~~sole~~“Collateral”) ~~discretion.~~or Inany ~~consideration~~part ~~for~~thereof ~~entering~~under ~~into~~ the ~~amendment,~~Uniform ~~the~~Commercial ~~quarterly minimum purchase Dealer Group is obligated to place with iPDG was increased from $750~~Code,~~000~~ toincluding ~~$1,000,0000,~~an ~~and~~Article ~~Dealer~~9 ~~Group~~sale ~~agreed to place orders with IPDG~~ of noassets. ~~less~~As ~~than~~part ~~$2,000,000, at least $300,000~~ of ~~which~~the ~~would be made upon execution~~notification, the ~~remainder to be paid for in no more than 180 days following~~ ~~the~~Enable ~~execution~~Funds ~~date~~demanded ofthat the ~~Amendment.~~Company ~~This~~make ~~$2,000,000~~available ~~order~~to ~~shall satisfy~~ the ~~first~~ ~~two~~agent ~~quarters~~ of the ~~Amendment’s quarterly minimum purchase requirement.~~ ~~Failure~~Enable ofFunds ~~Dealer~~its ~~Group~~premises toand ~~fulfill~~all ~~the~~Collateral. ~~minimum~~The ~~quarterly~~Collateral ~~purchase requirements~~represents ~~will~~substantially ~~result~~all ~~in an adjustment~~ of ~~pricing~~the ~~and~~assets ~~loss~~ of ~~exclusivity.~~the Company

The ~~descriptions~~ ofCompany ~~the~~has ~~Agreement~~not ~~and~~made ~~the~~any ~~Amendment~~substantial ~~set~~payments ~~forth~~towards ~~above~~the ~~are qualified~~Mandatory Default Amount in ~~their~~accordance ~~entirety~~with bythe ~~reference~~Enable Funds’ deadline, and plans to ~~the~~seek ~~copies~~a forbearance offrom ~~such~~Enable ~~documents~~while ~~filed~~the asCompany evaluates alternatives, which could ~~Exhibits~~involve ~~10.23~~seeking ~~and~~relief 10under applicable bankruptcy laws.24 ~~hereto~~No assurance can be given that Company will be successful in obtaining a forbearance from the Enable Funds.

ITEM 95.0102 ~~FINANCIAL~~Departure ~~STATEMENTS~~of ~~AND~~Directors ~~EXHIBITS~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(c)~~On ~~Exhibits:~~June 29, 2010, J.D. Gardner, the Company’s Chief Financial Officer, submitted his resignation from that position effective June 30, 2010. No interim replacement has been named for Mr. Gardner. Mr. Gardner shall be entitled to no severance as part of his separation, but in exchange for consulting services to be performed by Mr. Gardner in relation to the Company’s future financial reporting, the Company has agreed that in the case the deferred compensation owed to the Company’s officers is ever paid, the Company shall also pay Mr. Gardner’s deferred compensation in the same ratio as to cash or equity based compensation that the other remaining officers receive as a percentage of the total amount owed to them.

	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~~By: ~~April 23,~~/s/ ~~2010~~Jason Gonzalez Name: Jason Gonzalez Title: President and Chief Executive Officer

3Dated: June 29, 2010

Filing Compare · VISUAL MANAGEMENT SYSTEMS INC