UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

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): July 12, 2010~~

~~VISUAL MANAGEMENT~~Securities ~~SYSTEMS,~~Exchange ~~INC.(Exact~~Act ~~name~~ of ~~registrant as specified in its charter)~~1934

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

Date of Report (Date of earliest event reported): November 8, 2010

~~1000 Industrial~~VISUAL ~~Way~~MANAGEMENT ~~North~~SYSTEMS, ~~Suite C Toms River, New Jersey 08755(Address of principal executive offices, including zip code)~~INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-133936

(Commission File Number)

68-0634458

(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~~¨ Soliciting ~~1.02~~material ~~TERMINATION~~pursuant OFto ARule ~~MATERIAL~~14a-12 ~~DEFINITIVE~~under ~~AGREEMENT~~the Exchange Act (17 CFR 240.14a-12)

On¨ Pre-commencement ~~July~~communications ~~12, 2010,~~pursuant ~~Visual~~to ~~Management~~Rule ~~Systems,~~14d-2 ~~Inc.’s digital surveillance product design and manufacturing subsidiary Intelligent Product Development Group, LLC~~ (~~“iPDG”~~b) ~~terminated~~ ~~its~~under ~~Master Distributor Agreement (~~the ~~“Agreement”)~~Exchange ~~and~~Act ~~Amendment to Master Distributor Agreement~~ (~~the~~17 ~~“Amendment”)~~CFR ~~with Visual Management Systems Dealer Group, LLC, of Lafayette, Louisiana~~ 240.14d-2(~~“Dealer Group”~~b), for breach of the terms of the Agreement and Amendment by Dealer Group, including not fulfilling its sales volume requirements, not fulfilling its requirements regarding training and knowledge of iPDG’s product line, and misrepresentations made by individuals affiliated with Dealer Group regarding iPDG. As a result of the termination of the Agreement and Amendment, Dealer Group’s exclusive nationwide distributorship for iPDG products is also terminated, and iPDG is free to enter into new distribution agreements for territories including the United States.)

~~The~~¨ Pre-commencement ~~terms~~communications ofpursuant ~~the Agreement~~to ~~and~~Rule ~~Amendment were described in the Form 8~~13e-K4 ~~filed~~(c) byunder ~~Visual Management Systems, Inc. with~~ the ~~Securities and~~ Exchange ~~Commission~~Act on(17 ~~April 23,~~CFR ~~2010~~240.13e-4 (c))

ITEM 1.03

BANKRUPTCY OR RECEIVERSHIP

On November 8, 2010, Visual Management Systems, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being jointly administered under the caption In re Visual Management Systems, Inc., et al., Case No. 10-44748 (the “Chapter 11 Cases”). The Debtors will continue to operate their businesses and manage their properties as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

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: November ~~July 26~~10, 2010

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