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SEC FILE NUMBER

333-133936

CUSIP NUMBER

92845kld

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):  xForm 10-K   oForm 20-F o Form 11-K  oForm 10-Q  oForm 10-D oForm N-SAR oForm N-CSR

For Period Ended:   December 31, 2007

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

      For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Visual Management Systems, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1000 Industrial Way North, Suite C

Address of Principal Executive Office (Street and Number)

Toms River, New Jersey  08753

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(Attach extra Sheets if Needed)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Visual Management Systems, Inc. is finalizing the accounting with respect to the period covered by the report.  As a result, the Form 10-KSB could not be filed on or before March 31, 2008, without unreasonable effort and expense.

PART IV — OTHER INFORMATION

(1)           Name and telephone number of person to contact in regard to this notification

Frank Schmid	(732)	281-1355
(Name)	(Area Code)	(Telephone Number)

 (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yesx No o

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal

year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yesx  Noo

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.  See Attachment A.

Visual Management Systems, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 31, 2008	By:	/s/  Frank Schmid
		Frank Schmid, Interim Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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Attachment A

The registrant acquired Visual Management Systems Holding, Inc. in a transaction accounted for as a reverse acquisition in July 2007.  Prior to the transaction, the registrant had no significant assets, liabilities or operations.  The registrant expects to report a net loss of for the year ended December 31, 2007; however, in view of the fact that it is finalizing the accounting for such year, an estimate of such loss is not available at this time.

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