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

FORM 8-K/A

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 17, 2007

VISUAL MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

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

WILDON PRODUCTIONS INC.
702-3071 GLEN DRIVE
COQUITLAN, BRITISH COLUMBIA
CANADA V3B 7R1
(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):

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

EXPLANATORY NOTE

This Form 8-K/A amends the Form 8-K filed by Visual Management Systems,
Inc. on July 23, 2007 to (i) correct certain information in Item 2.01, (ii)
include the Financial Statements of Visual Management Systems Holding, Inc. as
and for the years ended December 31, 2006 and 2005 which comprise Exhibit 99.1
to the filing and (ii) refile Exhibit 99.2 to the filing.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 15, 2007, Visual Management Systems, Inc. (f/k/a Wildon
Productions Inc.), a Nevada corporation (the "Company"), Visual Management
Systems Holding, Inc., a New Jersey corporation ("VMS") and VMS Acquisition
Corp., a New Jersey corporation ("Acquisition Corp.") and wholly owned
subsidiary of the Company, entered into an Agreement of Merger and Plan of
Reorganization (the "Merger Agreement") pursuant to which Acquisition Corp. was
merged with and into VMS, with VMS surviving as a wholly owned subsidiary of the
Company (the "Merger"). The Company acquired all of the outstanding capital
stock of VMS in exchange for issuing shares of the Company's common stock, par
value $.001 per share (the "Common Stock") to VMS' shareholders at a ratio of
0.50 shares of Common Stock for each share of VMS stock outstanding at the
effective time of the Merger. In connection with the Merger, the Company changed
its corporate name to Visual Management Systems, Inc.

Contemporaneous with the closing of the Merger (the "Closing"), the
Company sold to subscribers 481 units (the "Units") pursuant to a Confidential
Private Placement Memorandum dated March 30, 2007 (the "Memorandum"), with each
Unit consisting of one (1) share of Series A Convertible Preferred Stock (the
"Series A Preferred Stock") and a warrant ("Warrant") to purchase 1,000 shares
of Common Stock (the "Private Placement") at an exercise price of $3.50 per
share. Each share of Series A Preferred Stock has a $2,500 liquidation
preference and is convertible into shares of Common Stock at a conversion price
of $2.50 per share, subject to adjustment to protect against dilution under
certain circumstances. The Company may sell up to an aggregate of 3,000 Units
pursuant to the Private Placement.

Upon the closing of the Merger, VMS became a wholly owned subsidiary of
the Company. The former stockholders of VMS will own approximately 51.8% to
77.2% of the issued and outstanding Common Stock of the Company depending upon
the number of Units purchased in the Private Placement and assuming the
conversion of all of the Series A Preferred Stock sold in the Private Placement.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

OVERVIEW. On July 17, 2007, the Merger described in Item 1.01 was
completed. In connection with the Merger, the Company completed an initial
closing of the Private Placement of 481 Units to accredited investors. Prior to
the Merger, the Company effected a 1-for-7 reverse split of its Common Stock
(the "Reverse Stock Split").

The Company received gross proceeds from the initial closing of the
Private Placement of $1,202,500 (the "Initial Closing"). Immediately following
the Merger and the Initial Closing, certain stockholders of the Company
forfeited and delivered to treasury 476,429 shares (after giving effect to the
Reverse Stock Split) of Common Stock.

After the Initial Closing and after giving effect to the Reverse Stock
Split, the Company had outstanding 6,819,105 shares of Common Stock, 481 shares
of Series A Preferred Stock and Warrants to purchase 481,000 shares of Common
Stock issued in connection with the Private Placement. After giving effect to
the Merger, the Private Placement, the Reverse Stock Split and

the surrender of 476,429 shares of Common Stock, 3,455,852 shares of Common
Stock constitutes the Company's current "public float." As a result of the
Merger and the surrender of shares of Common Stock described above, VMS' former
stockholders became the majority stockholders of the Company.

LOCK-UP AGREEMENTS. All shares of Common Stock issued in the Merger to
the former holders of VMS Common Stock, except up to 100,000 shares held by
certain shareholders, will be "restricted" and the holders of such shares (the
"Lock-Up Shares") have executed lock-up agreements with the Company which
provide that their shares will not be, directly or indirectly, publicly sold,
subject to a contract for sale or otherwise transferred except with the consent
of the Company or as follows:

o no Lock-up Shares may be sold for a period of 18 months
following the final closing of the Offering

o beginning on the later of (i) 18 months following the final
closing of the Offering and (ii) 90 days after the effective
date (the "Effective Date") of the Resale Registration Statement
described below, and at three-month intervals thereafter, former
VMS shareholders will be permitted to sell 12.5% of their
original number of Lock-Up Shares each three-month period,
subject to the Company's Common Stock having a minimum 30 day
average trading price of $5.00 per share or greater.

o Beginning at the later of (i) 18 months after the final closing
of the Offering and (ii) 90 days after the Effective Date, and
at three-month intervals thereafter, if the 30-day average
trading price (immediately preceding the sale) of the Common
Stock is below $5.00 per share, each of the former VMS
shareholders who is not a director or officer of the Company and
was not at the time of the Merger an affiliate or related party
of any such officer or director (collectively, the "Insider
Group"), will be permitted to sell up to 12.5% of their original
number of Lock-Up Shares each three-month period.

o At 24 months after the final closing of the Offering and at
three-month periods thereafter, all former VMS shareholders will
each be permitted to sell up to 12.5% of their original number
of Lock-Up Shares each three-month period, irrespective of the
price.

o All lock-up agreements will expire 36 months after the
completion of the Merger.

REGISTRATION STATEMENT. The Company has agreed to use its best efforts
to file a shelf registration statement (the "Resale Registration Statement")
with the SEC covering the resale of all shares issuable upon the conversion of
the Series A Preferred Stock and the exercise of the Warrants issued in
connection with the Private Placement on or before the date which is sixty (60)
days after the date of the final closing of the Private Placement. The Company
is obligated to maintain the effectiveness of the Resale Registration Statement
from the Effective Date through and until forty-eight (48) months after the
Effective Date. In the event the Resale Registration Statement is not filed with
the SEC on or prior to the date which is sixty (60) days

after the date of the final closing of the Private Placement or declared
effective within 120 days after the date of the final closing of the Private
Placement, the number of shares of Common Stock issuable upon conversion of the
Series A Preferred Stock will be increased, subject to the limit described
below, by two percent (2%) for each month (or portion thereof) that the Resale
Registration Statement is not so filed or effective.

The Company is required to use its best efforts to respond to any SEC
comments to the Resale Registration Statement on or prior to the date which is
twenty (20) business days from the date such comments are received. In the event
that the Company fails to respond to such comments within twenty (20) business
days, the number of shares of Common Stock issuable upon conversion of the
Series A Preferred Stock will be increased, subject to the limit described
below, by two percent (2%) for each month (or portion thereof) that a response
to the comments to such shelf registration statement has not been submitted to
the SEC.

The aggregate increase in the number of shares issuable upon the
conversion of the Series A Preferred Stock by reason of the failure to timely
file the Resale Registration Statement, respond to SEC comments or have the
Resale Registration Statement declared effective shall in no event exceed twenty
percent (20%).

If, at any time or from time to time after the date of the effectiveness
of the Resale Registration Statement, the Company notifies holders of the
registered securities in writing of the existence of a potential material event
(as defined below), holders of the registered securities may not offer or sell
any of the registered securities, engage in any other transaction involving or
relating to the registered securities, from the time of the giving of notice
with respect to a potential material event until the Company notifies holders of
the registered securities that such potential material event either has been
disclosed to the public or no longer constitutes a potential material event, but
the Company may not issue such a suspension for more than sixty (60) days in the
aggregate in any calendar year. "Potential material event" means the possession
by the Company of material information regarding a potential transaction not
ripe for disclosure in a registration statement, which will be evidenced by
determinations in good faith by the Board of Directors of the Company that
disclosure of such information in the registration statement would be
detrimental to the business and affairs of the Company.

CHANGES RESULTING FROM THE MERGER. The Company intends to carry on VMS'
business as its sole line of business. VMS is based in Toms River, New Jersey
and provides loss prevention management solutions to businesses through the
design, sale and installation of digital surveillance systems called "Virtual
Managers" that enable clients to proactively manage their businesses with easy
data retrieval and live viewing from anywhere in the world. The Company has
relocated its principal executive officers to those of VMS at 1000 Industrial
Way West, Suite C, Toms River, New Jersey 08755 and its telephone number is
(732) 281-1355.

A majority of the outstanding shares of the Common Stock agreed, by
written consent in lieu of a meeting and without the need to solicit votes, to:

o approve the Merger;

o approve the change of the corporate name from Wildon Productions
Inc. to Visual Management Systems, Inc.;

o approve the Company's Equity Incentive Plan, which the Company
adopted upon the closing of the Merger;

o approve the one-for-seven Reverse Stock Split which became
effective immediately prior to the Merger;

o approve an Amended and Restated Certificate of Incorporation of
the Company which (i) created a class of Preferred Stock, $.001
par value per share, of which 2,300 shares were designated as
Series A Preferred Stock, (ii) effected the Reverse Stock Split,
(iii) effected the change of the Company's corporate name to
Visual Management Systems, Inc. and (iv) limits the personal
liability of directors and officers of the Company as permitted
by Nevada law;

o take such other action as is necessary or appropriate to
consummate the transactions consisting of the Merger, the
Private Placement and related transactions.

The Merger and its related transactions were approved by the Unanimous
Written Consent of VMS stockholders by written consent in lieu of a meeting
effective June 11, 2007.

DESCRIPTION OF THE COMPANY

The Company was incorporated in the state of Nevada in March, 2004. From
then until the Merger, the Company was an exploration stage company primarily
engaged in the acquisition and exploration of mineral properties. Upon the
effectiveness of the Merger, the Company succeeded to the business of VMS which
will be continued as its sole line of business.

DESCRIPTION OF VISUAL MANAGEMENT SYSTEMS HOLDING, INC.

BUSINESS

Unless otherwise indicated or the context otherwise requires, all
references below to "VMS" or the "Company" mean VMS and Wildon Productions Inc.
on a combined basis after the Merger.

OVERVIEW

VMS, a corporation based in Toms River, New Jersey, provides loss
prevention management solutions to businesses through the design, sale and
installation of digital surveillance systems called "Virtual Managers" that
enable clients to proactively manage their businesses with easy data retrieval
and live viewing from anywhere in the world. VMS believes that there is a
lucrative and underserved market for loss prevention technology through the use
of digital recording and video transmission to remote locations and corporate
offices. VMS' products and services include:

o Protective technology solutions and loss prevention surveillance
capability through the design and installation of closed circuit
television ("CCTV") systems designed to provide safety and
security and/or eliminate internal theft and corporate loss;

o Access control systems which are frequently integrated with CCTV
installations and designed to exclude unauthorized personnel
from specified and monitor entry and exit activity;

o Point of sale system interfaces designed to prevent internal
theft through video recording of cash register activity.

Through on-site consultations, VMS provides loss prevention analysis,
liability assessments and custom tailored CCTV camera layouts designed by a
system design consultant to its prospective customers.

VMS designs, manufactures, sells, installs, upgrades and services the
digital video recording devices ("DVRs") used in its surveillance systems. In
addition, VMS sells its DVRs to outside dealers. VMS currently manufacturers and
sells several lines of its "Virtual Manager" DVR products, imports and resells
DVRs and camera products from other manufacturers and has additional product
lines under development through its Research and Development staff and under
alliance and joint venture agreements with third parties.

VMS currently conducts its operations through two subsidiary entities,
Visual Management Systems, LLC, which provides VMS's protective technology
solutions and remote management surveillance systems, and Visual Management
Systems PDG, LLC ("PDG"), which designs, manufactures and sells its DVRs.

VIDEO SURVEILLANCE SYSTEMS

VMS's primary business is the design, sale and installation of CCTV
surveillance systems. Through on-site consultations, VMS provides loss
prevention analyses, liability assessments and custom-tailored CCTV camera
layouts designed by professional system consultants to prospective customers.
VMS surveillance systems enable clients to manage their business through data
retrieval and view their businesses live from anywhere in the world. The primary
components used by VMS in its video surveillance systems include:

o DIGITAL VIDEO RECORDERS: VMS' DVR product line is comprised of
custom configurations of surveillance hardware and software
systems based on the capture and compression technology of
Inet.Secuvic, Inc., a Korean company. Each of the DVRs included
in VMS' "Virtual Manager" product line can manage between 4 and
64 cameras and offer individually addressable recording
schedules and frame rates. The DVR is the heart of VMS' video
surveillance systems.

o SURVEILLANCE CAMERAS: VMS uses only high-resolution, low-light
cameras in its video surveillance systems. There are numerous
camera options available to customers, and camera selections are
typically made on-site by the customer with

the assistance of a Loss Prevention Consultant or a System
Design Specialist provided by VMS who creates and sells a
"shot-layout" to ensure that the customer is satisfied with each
camera shot. Cameras frequently used in VMS' systems include:

o SMOKED OR MIRRORED DOME CAMERAS which present an image
of "high-end" security and provide deterrence against
common forms of small business fraud, such as
shoplifting, vandalism, credit card and ID fraud and
employee theft. These cameras are popular due to the
wide variety of potential configurations and
applications and their "stealth" properties.

o BULLET CAMERAS, which are small, discrete and reliable.
Bullet cameras have few moving parts, thereby limiting
preventive maintenance to occasional cleaning. They are
environmentally sealed for indoor and outdoor service.

o COVERT SPECIALTY CAMERAS, which are cameras concealed
within other apparatuses, such as radios, clocks, exit
signs and smoke detectors. These cameras permit a
business owner to monitor a location without the
knowledge of those present at the location

o BOX CAMERAS are the most widely recognized CCTV cameras
and are the best choice for many applications. They
offer great flexibility in resolution, light
requirements and local length. A 24-volt AC current
typically powers box cameras, which gives them the
ability to carry images over greater distances than
other cameras. As a result, they are often used for
perimeter protection in smaller, self-contained 12-volt
cameras.

VMS' video surveillance systems also include monitors, power supplies,
battery backup power, wire and connectors. VMS is a value-added reseller for
several product lines, including the IDS Tech-Eye and Sony, Panasonic and
General Electric platforms.

DIGITAL VIDEO RECORDERS

Through PDG, VMS manufactures its line of "Virtual Manager" DVRs, which
are custom configurations of surveillance hardware and software systems based on
the capture and compression technology of Inet.Secuvic, Inc., a Korean company.
PDG currently manufactures several types of DVRs as part of its "Virtual
Manager" product line. Each of its DVRs is a Microsoft Windows(R) PC based
product, and the product line ranges from four channel systems to enterprise
grade, unlimited source systems that can be expanded into virtually unlimited
network based , engineered systems.

Since their introduction in 1995, DVRs have been overtaking time-lapsed
VCRs as the primary recording mechanism in commercial surveillance.

DVR systems have historically been available as software systems or
hardware systems. Software based DVRs are simply software programs which run on
personal computers. They are

cost effective and operate on readily available, easily serviced PC-platform
computers; however, image quality often suffers and digital video recording
places a significant strain on a computers resources. This strain cause
premature failure of primary computer components and can cause other parts of
the computer to function slowly or cease functioning. Software DVRs are
generally not suitable for business class security applications.

"Firmware" or "solid state" systems are also computer based but are
essentially multiplexers with hard disk drives built in for recording.
Generally, these hardware based DVRs are built for the sole purpose of providing
video surveillance and are effective; however, hardware based systems generally
have two significant short-comings: inflexibility and service. Generally, there
is little or no room for modifying or expanding the system. As for
serviceability, hardware based systems, like a stereo or television set, have no
user serviceable parts. For repair, the equipment must be returned to the
manufacturer. Inasmuch as a significant amount of DVR manufacturing takes place
in Asia, repairs frequently result in several weeks of "down-time" for users.

Given the relative strengths and weaknesses of software based and
hardware based DVRs, VMS believes that the best choice for consumers is a DVR
which incorporates both types of technologies. VMS uses hardware-based video
capture cards in its "Virtual Manager" DVR which process the video and remove
the heat and strain from the computer's motherboard. The hardware based video
capture card resides in a software driven PC environment. The result is a
dedicated security computer. The use of removable hard disk drives for storage
flexibility and components that are readily available, inexpensive and easy to
service provides a PC-based security system that can grow with a business.

PDG builds its DVRs for VMS and dealers to very specific standards. Each
DVR is built from tested, proven components and is driven by Microsoft
Windows(R) software and is customized to perform optimally based on a system
designed by a VMS Loss Prevention Specialist. All of its custom-built DVRs offer
record-on-motion capabilities as well as continuous, alarm-triggered or
combination settings. Data is easy to retrieve by date and time and can be
reviewed at user-controlled speeds and in one, four, nine or sixteen camera
formats.

Standard features of the VMS' Virtual Manager DVRs include:

o Live remote viewing

o Motion and frames per camera are addressable per camera

o Access to recorded data by date and hour

o Alarm notification by e-mail, phone or IP-alert

o All functions are username and pass word protected

o Video motion sensor and buiit-in motion detector mode

o Uninterrupted recording

o Access control.

Other features made available by VMS include

o High resolution digital color cameras per system design

o Flat panel LCD monitors for on-site viewing

o Unlimited Access RMS software licenses

o Extended warranty on parts and labor

Remote Management Software used with DVRs offers the ability to view a
location live from anywhere, at any time via telephone lines or high-speed
internet access. In addition to selling DVRs as part of systems designed and
installed by VMS, PDG sells its DVRs through twelve unaffiliated dealers. During
the fiscal year ended December 31, 2006, dealer sales represented approximately
10% of VMS' revenues.

SALES AND MARKETING

VMS markets and sells its video surveillance and other security systems
through a dedicated sales force currently comprised of approximately sixteen
sales representatives. Its DVRs are also sold through independent dealers. VMS
plans to expand both its employee sales force and dealer network in 2007 and
2008.

VMS uses various methods to market and sell its products and services,
including direct sales efforts, personal consultations, sponsorships, attendance
at exhibitions and trade shows, advertisements in industry journals, public
relations and direct mail solicitation. Business is also obtained through
competitive bid processes and referrals. VMS has a "Referral Alliance Program in
place pursuant to which it offers clients a "finder's fee" for each client they
refer to VMS that has a Virtual Manager installed. The referring client has the
choice of $250, one-month lease payment rebate, or an additional camera
installation.

VMS' pricing strategies are based upon an estimate of labor hours
multiplied by standard rates and the estimated cost of system components,
including subcontractors, plus a profit margin.

SERVICE

A strong service and maintenance capability is an important element in
maintaining good customer relations and low attrition, and is an important
revenue generating activity for VMS. VMS offers one and three year service
contracts as well as extensions and takeover programs. Parts are typically
covered by warranty for a period at least as long as the warranty provided by
the manufacturers. Service is provided by VMS staff or subcontracted through
partner companies such as PDG dealers or structured cabling companies such as
Speedwire, Inc.

In addition to providing revenue and gross profit to VMS, service
contracts allow VMS sales personnel to generate new revenue streams.

SUPPLIERS

VMS acquires the components for its video surveillance systems and DVRs
through various suppliers, including Windy City Wire, Northern Video, American
Dynamics, B-Tron and others. VMS chooses not to align itself with any one
supplier so that it can recommend the best solutions for its customers.
Substantially all of the components used by VMS are readily available from
multiple sources.

PROPERTIES

VMS' corporate headquarters are located in Toms River, New Jersey under
a lease for approximately 4,500 square feet of office space expiring in
September, 2009. VMS also maintains a 3,200 square foot communications and
training facility in Toms River, New Jersey under a lease which expires in April
2010. VMS maintains the 3,700 square foot PDG assembly and technical facility in
Dayton, Ohio under a lease expiring in September 2008 and approximately 2,000
square feet of office space in Nesconsset, New York under a lease expiring at
the end of 2008. VMS operates a sales office in Richmond, Virginia under a month
to month lease for 100 square feet.

VMS believes that is facilities are adequate and suitable for its
current operations. To the extent that other space is required, VMS believes
that such space is readily available.

MARKET

VMS believes that the multi-billion market for video surveillance
systems and other protective technologies is growing rapidly due to a number of
factors, including:

o many existing security and surveillance systems are becoming
technologically obsolete and inadequate;

o insurance providers and governing bodies began mandating
surveillance in certain environments and situations;

o since the tragic events of September 11, 2001, security is among
the highest concerns of Americans at home and work;

o widespread coverage of kidnappings, robberies and other crimes
appear daily on television, in newspapers and in all types of
news media;

o technological advancements provide the opportunity to increase
the scope and efficacy of many routine security tasks.

According to the Automated Imaging Association, J.P. Freeman Co., Inc.,
a marketing and research firm, has forecast the size of the overall video
surveillance market to be $3 billion in 2007.

VMS believes that the market for video surveillance systems is highly
fragmented among a small number of larger providers and a broad array of small
companies. VMS believes that the mid-size business market is underserved and
plans to exploit opportunities in this sector.

COMPETITION

The security industry is highly competitive. VMS competes on a local,
regional and national level with a small number of major firms and many smaller
companies. VMS competes primarily on the quality and design of its products.
Certain of VMS' competitors have greater name recognition and financial
resources than VMS. VMS may also face competition from potential new entrants
into the security industry or increased competition from existing competitors
that may attempt to develop the ability to offer the full range of services
offered by VMS. VMS believes that competition is based primarily on the ability
to deliver solutions that meet a client's requirements and, to a lesser extent,
on price. VMS' competitors include Vector Security, American Sentry Guard., ADT
Security Services, Ltd. (a division of Tyco International) and Sonitrol, Inc.
There can be no assurance that VMS will be able to compete successfully in the
future against existing or potential competitors.

RESEARCH AND DEVELOPMENT

Research and development are ongoing processes at VMS. VMS continuously
attempts to develop new product lines, learn different disciplines and integrate
products and programs into its offerings to add new value for its customers.

Through PDG, VMS experiments with new hardware and software technologies
regularly. It samples systems to integrate with its existing products as well as
new stand-alone technologies. VMS' newest DVR ventures include fully integrated
POS translators that are software based, immersive-moving video integration,
mobile DVRs for law enforcement and fleet vehicle use and hybrid DVRs that can
use traditional, hardwired camera inputs as well as IP-based camera solutions.
VMS believes that it is breaking new ground with remote communication and
actuator systems that allow central monitoring stations to become useful,
effective profit generators.

VMS' near-term future plans include the development of a central video
monitoring service and any associated support contracts. With the implementation
and use of the products and services VMS provides there are multitude of
supporting services available for sale. These include, but are not limited to
virtual guard tours, mystery shoppers, loss prevention observation reporting,
risk management and mitigation, facilities insurance programs, two-way access
patrols, video alarm verification, off-hours facility monitoring, etc.

To further its research and development efforts, VMS is actively seeking
companies, technologies and patents it can acquire and adopt to strengthen its
offerings and complete its product suites. Acquisition efforts are focused on
installation capacity, product lines, software development and copyrighted or
patented technology that can have an immediate impact on revenues and profit
growth.

CUSTOMERS

VMS has a wide range of customers. They include small, medium and
large-sized businesses, residences, office buildings, manufacturing, warehousing
and other classes of commercial operations. VMS customers are individuals,
private and public companies and government entities. VMS typically classifies
customers as corporations, individuals or government.

CORPORATE CLIENTS

VMS serves several corporate clients. Corporate clients are
departmentalized and usually represent much larger contracts based on a large
number of smaller jobs, or a single or a few larger facilities. VMS receives a
majority of its revenues from medium sized corporate clients.

As this middle level client is the core for the VMS business model, VMS
continues to enhance marketing programs in this sector. VMS offers incentives
for referrals to other businesses in the group and plans to remain innovative as
it proceeds. VMS' corporate clients include:

o El Rancho Foods (Taco Bell franchisee with VMS systems installed
at 80+ locations)

o NAPA (retail automotive parts)

o Briad Group (TGI Friday restaurants)

o Apple American (Applebee's restaurants)

o Penn State University

o Best Western Hotels

o Clearview Cinemas

o Hollywood Tans

o FISCA (New York/New Jersey Cashiers Trade Association)

INDIVIDUALS

VMS services many types of "individual" customers. Some individuals
request residential service, but most own a single location or a small business.
To date, VMS has experienced limited demand for its systems in residential
applications.

VMS believes that successful development of the embedded systems being
developed by VMS will allow for VMS to further penetrate this market.
Investigation of the viability of a residential line is underway as well.

GOVERNMENT

Until recently, VMS had not aggressively marketed its products and
services to government agencies. New Homeland Security initiatives (DHS) and
aggressive payment programs based on discounts for early payment have made the
government a more attractive customer. Successful bids include school districts
in new Jersey and Delaware, municipal projects for police departments in New
Jersey and several DHS projects in the New York/New Jersey Waterfront Security
District.

VMS has completed work in various government office spaces. It presently
obtains less than 10% of its business from government work.

Because there are grants, mandates and numerous other moratoriums on the
subject, VMS plans to launch an enterprise sales group to ensure its affiliation
with the government and prime contractors. VMS believes that this is an area
that offers tremendous revenue potential for VMS and its subsidiaries

EMPLOYEES

As of June 30, 2007, VMS had approximately 72 full-time employees and
nine part-time employees. VMS believe that its relationship with these employees
is satisfactory and it has not suffered any labor problems since its inception.

LEGAL PROCEEDINGS

Neither the Company nor VMS is currently a party to any pending or
threatened litigation.

CAUTIONARY STATEMENTS

VMS HAS A LIMITED OPERATING HISTORY, WHICH LIMITS THE INFORMATION AVAILABLE TO
YOU TO EVALUATE ITS BUSINESS, AND ONLY RECENTLY BECAME PROFITABLE.

VMS began its operations in June 2003 and VMS PDG in January 2005. VMS
incurred net losses of approximately $1,926,614 and $477,346 during the years
ended December 31, 2006 and 2005, respectively, and $835,805 during the three
months ended March 31, 2007. The losses were attributable, in part, to an
expansion of VMS' installation capacity to handle projected increases in
revenues and sales in 2007 and non-cash charges attributable to conversions of
debt to equity. There is limited operating and financial information to evaluate
VMS' historical performance and the Company's future prospects. Following the
closing of the Merger, VMS and the Company together face the risks and
difficulties of an early-stage company including the uncertainties of market
acceptance, competition, cost increases and delays in achieving business
objectives. There can be no assurance that the Company will succeed in
addressing any or all of these risks or that it will achieve future
profitability, and the failure to do so would have a material adverse effect on
the Company's business, financial condition and operating results.

A GENERAL ECONOMIC DOWNTURN COULD RESULT IN CUSTOMERS NOT PURCHASING VMS'
SERVICES.

Any decline in the general economy or concern about an imminent decline
could delay decisions by prospective customers to make initial evaluations of,
or investments in, VMS' and products. Any reduction of or delays in expenditures
would harm VMS' business.

VMS' FUTURE GROWTH WILL BE HARMED IF IT IS UNSUCCESSFUL IN DEVELOPING AND
MAINTAINING GOOD RELATIONSHIPS WITH MANUFACTURERS AND SUPPLIERS.

VMS relies on third party manufacturers and suppliers for certain
components of its products and systems. Risks associated with our dependence
upon third party manufacturing relationships include: (i) reduced control over
delivery schedules; (ii) lack of quality assurance; (iii) poor manufacturing
yields and high costs; (iv) potential lack of adequate capacity during periods
of excess demand; and (v) potential misappropriation of VMS' intellectual
property.

VMS does not know if it will be able to maintain third party
manufacturing and supply contracts on favorable terms, if at all, or that its
current or future third party manufacturers and suppliers will meet its
requirements for quality, quantity or timeliness. VMS' failure to identify,
establish, expand and maintain good relationships with quality marketing and
distribution entities would have a material and adverse effect on its business.

VMS' OPERATING RESULTS WILL BE HARMED IF IT IS UNABLE TO MANAGE AND SUSTAIN ITS
GROWTH.

VMS' success will depend on the expansion of its operations and the
effective management of growth, which will place a significant strain on its
management, operations and financial resources. To achieve its plan, VMS must
hire and train additional marketing, sales, finance, planning, administrative
and management personnel, and buy additional equipment, facilities, information
technology and other infrastructure. VMS must also continue to develop its
management, operational and financial systems, procedures and controls. VMS does
not know if it will be able to expand its business rapidly enough or adequately
manage this growth. If VMS does not accurately predict demand for its services,
it may have too much or too little delivery capacity. If VMS overestimates
demand, it may incur fixed production expenses that are excessive, which would
have a material and adverse effect on the Company's operating results.

VMS' FUTURE GROWTH IS LARGELY DEPENDENT UPON ITS ABILITY TO DEVELOP NEW
TECHNOLOGIES THAT ACHIEVE MARKET ACCEPTANCE WITH ACCEPTABLE MARGINS.

VMS's future growth rate depends upon a number of factors, including its
ability to: identify emerging technological trends in VMS's target end-markets;
develop and maintain competitive products; enhance existing products by adding
innovative features that differentiate VMS's products from those of its
competitors; and develop, manufacture and bring products to market quickly and
cost-effectively. VMS's ability to develop new products based on technological
innovation can affect VMS's competitive position and requires the investment of
significant resources. These development efforts divert resources from other
potential investments in VMS's businesses, and they may not lead to the
development of new technologies or products on a timely basis or that meet the
needs of VMS's customers as fully as competitive offerings. In addition, the
markets for VMS's products may not develop or grow as management

anticipates. The failure of VMS's technologies or products to gain market
acceptance or their obsolescence due to more attractive offerings by competitors
could significantly reduce VMS's revenues and adversely affect VMS's business,
operations and financial results.

VMS FACES INTENSE COMPETITION FROM OTHER PROVIDERS OF SIMILAR SERVICES.

VMS faces intense competition in the markets in which it operates.
Companies competing with VMS may introduce products that are competitively
priced, that have increased performance or functionality or that incorporate
technological advances not yet developed or implemented by VMS. Certain present
and potential competitors have financial, marketing, research, and manufacturing
resources substantially greater than those of VMS.

In order to compete effectively in this environment, VMS must
continually develop and market new and enhanced products at competitive prices
and must have the resources available to invest in significant research and
development activities. The failure to do so could have a material adverse
effect on our business operations and financial results.

THE MARKET VALUE OF THE COMPANY'S COMMON STOCK MAY BE ADVERSELY AFFECTED IF VMS
IS NOT ABLE TO FUND ITS EXPANSION FROM THE NET PROCEEDS OF THE PRIVATE PLACEMENT

If VMS is unable to raise in the Private Placement, or generate on its
own, the necessary funds for the further development and growth of its business,
it may be required to seek additional capital. In addition, if the Company's
plans or assumptions with respect to VMS' business change or prove to be
inaccurate, the Company may be required to use part or all of the net proceeds
of the Private Placement to fund such expenses and/or seek additional capital.
This will depend on a number of factors, including, but not limited to: (i) VMS'
ability to successfully market its products and services; (ii) the growth and
size of the security industry; (iii) the market acceptance of VMS' products and
services; and (iv) the Company's ability to manage and sustain the growth of
VMS' business. If the Company needs to raise additional capital, it may not be
available on acceptable terms, or at all. The Company's failure to obtain
required capital would have a material adverse effect on VMS' business. If the
Company issues additional equity securities in the future, you could experience
dilution or a reduction in priority of your Company securities.

CHANGES IN LEGISLATION OR GOVERNMENTAL REGULATIONS OR POLICIES CAN HAVE A
SIGNIFICANT IMPACT ON VMS' FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH
FLOWS.

VMS operates in regulated industries. Its operations are subject to
regulation by a number of federal agencies with respect to safety of operations
and equipment and financial responsibility. Intrastate operations in the United
States are subject to regulation by state regulatory authorities. VMS and its
employees are subject to various U.S. federal, state and local laws and
regulations, including many related to consumer protection. Most states in which
VMS operates have licensing laws covering the monitored security services
industry. VMS' business relies heavily upon wireline telephone service to
communicate signals, and wireline telephone companies are regulated by both the
federal and state governments. Changes in laws or regulations could require VMS
to change the way it operates, which could increase costs or otherwise disrupt
operations. In addition, failure to comply with any applicable laws or

regulations could result in substantial fines or revocation of VMS' operating
permits and licenses. If laws and regulations changed or VMS failed to comply,
our financial condition, results of operations and cash flows could be
materially and adversely affected.

VMS COULD FACE PRODUCT LIABILITY CLAIMS RELATING TO PRODUCTS IT MANUFACTURES OR
INSTALLS. THESE CLAIMS COULD RESULT IN SIGNIFICANT COSTS AND LIABILITIES AND
REDUCE OUR PROFITABILITY.

VMS faces exposure to product liability claims in the event that any of
its products results in personal injury or property damage. In the event that
any of VMS' products prove to be defective, VMS may be required to recall or
redesign such products, which could result in significant unexpected costs. Any
insurance VMS maintains may not be available on terms acceptable to it or such
coverage may not be adequate for liabilities actually incurred. Any claim or
product recall could result in adverse publicity against us, which could
adversely affect VMS' financial condition, results of operations and cash flows.

THE FAILURE OF VMS'S SYSTEMS COULD RESULT IN A MATERIAL ADVERSE EFFECT.

VMS operations are dependent upon its ability to support a complex
network infrastructure and avoid damage from fires, earthquakes, floods,
hurricanes, power losses, war, terrorist acts, telecommunications failures and
similar natural or manmade events. The occurrence of a natural disaster,
intentional or unintentional human error or actions, or other unanticipated
problem could cause interruptions in the services provided by VMS. Any damage or
failure that causes interruptions in the service provided by VMS could have a
material adverse effect on VMS's business, operating results and financial
condition.

IF VMS DOES NOT PROTECT ITS PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY
RIGHTS AGAINST INFRINGEMENT OR MISAPPROPRIATION AND DEFEND AGAINST THIRD PARTIES
ASSERTIONS THAT IT HAS INFRINGED ON THEIR INTELLECTUAL PROPERTY RIGHTS, VMS MAY
LOSE ITS COMPETITIVE ADVANTAGE, WHICH COULD IMPAIR ITS ABILITY TO GROW ITS
REVENUES.

VMS does not have patent protection with respect to any of its products
or systems. As a result, other parties may attempt to copy aspects of its
systems or to obtain or use information that is proprietary. The scope of any
intellectual property rights that VMS has is uncertain and is not sufficient to
prevent infringement claims against it or claims that it has violated the
intellectual property rights of third parties. While VMS know of no basis for
any claims of this type, the existence of and ownership of intellectual property
can be difficult to verify and VMS has not made an exhaustive search of all
patent filings. If any of its proprietary rights are misappropriated or VMS is
forced to defend its intellectual property rights, it will have to incur
substantial costs. It may not have the financial resources to prosecute any
infringement claims that it may have or defend against any infringement claims
that are brought against it, or choose to defend such claims. Even if it does,
defending or prosecuting its intellectual property rights will divert valuable
working capital and management's attention from business and operational issues.

IF VMS IS UNABLE TO RETAIN KEY PERSONNEL IT WILL HAVE AN ADVERSE EFFECT ON ITS
BUSINESS.

VMS' operations have been and will continue be dependent on the efforts
of Mr. Jason Gonzalez, its Chief Executive Officer, Howard Herman, its Chief
Financial Officer, Caroline

Gonzalez, its Chief Information officer, and Kevin Sangirardi, its Chief
Operating Officer. The commercialization of VMS' products and the development of
improvements to its products and systems, as well as the development of new
products is dependent on retaining the services of Mr. Gonzalez, Mr. Sangirardi
and certain technical personnel who were involved in the development of VMS's
products and services. The loss of key management, the inability to secure or
retain such key legacy personnel with unique knowledge of VMS' products and
services and the technology and programming employed as part of its products and
services, the failure to transfer knowledge from legacy personnel to current
personnel, or an inability to attract and retain sufficient numbers of other
qualified management personnel would adversely delay and affect VMS' business,
products and services and could have a material adverse effect on its business,
operating results and financial condition.

VMS DOES NOT MAINTAIN "KEY MAN" LIFE INSURANCE POLICIES ON ITS KEY PERSONNEL.

VMS does not have "key man" life insurance policies for Mr.Gonzalez or
any other member of its management team. Even if VMS were to obtain "key man"
insurance for any of such individuals, of which there can be no assurance, the
amount of such policies may not be sufficient to cover losses experienced by it
as a result of the loss of any member of its management team. Each of Mr.
Gonzalez, Mr. Herman, Ms. Gonzalez, Mr Sangirardi and Jonathan Bergman, VMS'
Vice President-Marketing and Sales, is a party to an employment agreement with
VMS. See "Management - Executive Officer Employment Agreements."

VMS' BUSINESS MAY SUBJECT IT TO RISKS RELATED TO NATIONWIDE OR INTERNATIONAL
OPERATIONS.

If VMS offers its products and services on a national, or even
international, basis, distribution would be subject to a variety of associated
risks, any of which could seriously harm itsr business, financial condition and
results of operations.

These risks include:

o greater difficulty in collecting accounts receivable;

o satisfying import or export licensing and product certification
requirements;

o taxes, tariffs, duties, price controls or other restrictions on
out-of-state companies, foreign currencies or trade barriers
imposed by states or foreign countries;

o potential adverse tax consequences, including restrictions on
repatriation of earnings;

o fluctuations in currency exchange rates;

o seasonal reductions in business activity in some parts of the
country or the world;

o unexpected changes in local, state, federal or international
regulatory requirements;

o burdens of complying with a wide variety of state and foreign
laws;

o difficulties and costs of staffing and managing national and
foreign operations;

o different regulatory and political climates and/or political
instability;

o the impact of economic recessions in and outside of the United
States; and

o limited ability to enforce agreements, intellectual property and
other rights in foreign territories.

THERE HAS BEEN NO ACTIVE PUBLIC MARKET FOR THE COMPANY'S SECURITIES, AND
PROSPECTIVE INVESTORS MAY NOT BE ABLE TO RESELL THEIR SHARES AT OR ABOVE THE
OFFERING PRICE, IF AT ALL.

There has been no active public market for the Company Common Stock. An
active public market for the Company's Common Stock may not develop or be in the
future. The offering price in the Private Placement is not indicative of future
market prices.

The market price of the Common Stock may fluctuate significantly in
response to factors, some of which are beyond the Company's control, such as
product liability claims or other litigation; the announcement of new products
or product enhancements by the Company or its competitors; developments
concerning intellectual property rights and regulatory approvals; quarterly
variations in the Company's competitors' results of operations; changes in
earnings estimates or recommendations by securities analysts; developments in
the Company's industry; and general market conditions and other factors,
including factors unrelated to the Company's own operating performance.

Additional risks are associated with becoming public through a "public
shell company" or "reverse public offering." For example, security analysts of
major brokerage firms may not provide coverage of the Company since there is no
incentive to brokerage firms to recommend the purchase of the Company's Common
Stock. No assurance can be given that brokerage firms will want to conduct any
secondary public offerings on behalf of the Company in the future.

THE COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO SELL.

The SEC has adopted regulations which generally define "penny stock" to
be an equity security that has a market or exercise price of less than $5.00 per
share, subject to specific exemptions. The market price of the Common Stock may
drop below $5.00 per share and therefore may be designated as a "penny stock"
according to SEC rules. This designation requires any broker or dealer selling
these securities to disclose certain information concerning the transaction,
obtain a written agreement from the purchaser and determine that the purchaser
is reasonably suitable to purchase the securities. These rules may restrict the
ability of brokers or dealers to sell the Common Stock and may affect the
ability of investors to sell their shares. In addition, since the Common Stock
is currently quoted on the OTC Bulletin Board, investors may find it difficult
to obtain accurate quotations of the Common Stock and may experience a lack of
buyers to purchase such stock or a lack of market makers to support the stock
price.

A SIGNIFICANT NUMBER OF THE SHARES OF THE COMPANY COMMON STOCK ARE ELIGIBLE FOR
SALE, AND THEIR SALE COULD DEPRESS THE MARKET PRICE OF THE COMPANY COMMON STOCK.

Sales of a significant number of shares of the Common Stock in the
public market following this Offering could harm the market price of the Common
Stock. As additional shares of the Common Stock become available for resale in
the public market pursuant to the registration of the Common Stock underlying
the Series A Preferred Stock, the Warrants and Placement Agent Warrants, as well
as the Placement Agent Shares, the supply of the Common Stock will increase,
which could decrease its price. The Company will issue a minimum of 1.1 million
shares of Common Stock in the Private Placement, including the shares of Common
Stock into which the shares of Series A Preferred Stock are convertible, plus
shares into which the Warrants and Placement Agent Warrants are exercisable.
Additionally, the Company issued shares of Common Stock in connection with the
Merger. Some or all of the shares of Common Stock may be offered from time to
time in the open market pursuant to Rule 144, and these sales may have a
depressive effect on the market for the shares of Common Stock. In general, a
person who has held restricted shares for a period of one year may, upon filing
with the SEC a notification on Form 144, sell into the market Common Stock in an
amount equal to the greater of 1% of the outstanding shares or the average
weekly number of shares sold in the last four weeks prior to such sale. Such
sales may be repeated once each three months, and any amount of the restricted
shares may be sold by a non-affiliate after they have been held two years.

THE COMPANY'S OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE
ACTIONS THAT MAY NOT BE IN THE BEST INTERESTS OF OTHER SHAREHOLDERS.

The Company's officers and directors will control in excess of at least
54% of its voting securities following the closing of the Offering. If these
stockholders act together, they will be able to exert significant control over
the Company's management and affairs requiring stockholder approval, including
approval of significant corporate transactions. This concentration of ownership
may have the effect of delaying or preventing a change in control and might
adversely affect the market price of the Common Stock. This concentration of
ownership may not be in the best interests of all the Company's stockholders.

THE OFFERING PRICE OF THE SERIES A PREFERRED STOCK AND WARRANTS WERE NOT
DETERMINED BY TRADITIONAL CRITERIA OF VALUE.

The offering price of the shares of Series A Preferred Stock and the
exercise price of the Warrants issued and issuable in the Private Placement were
arbitrarily established and were not determined by reference to any traditional
criteria of value, such as book value, earnings or assets.

THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, AND
THE LACK OF DIVIDENDS MAY HAVE A NEGATIVE EFFECT ON THE STOCK PRICE.

The Company currently intends to retain its future earnings to support
operations and to finance expansion and, therefore, does not anticipate paying
any cash dividends on its capital stock in the foreseeable future.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties, many of which are beyond the Company's control. The Company's
actual results could differ materially and adversely from those anticipated in
such forward-looking statements as a result of certain factors, including those
set forth below and elsewhere in this Report. Important factors that may cause
actual results to differ from projections include, but are not limited to, for
example:

o adverse economic conditions,
o inability to raise sufficient additional capital to operate VMS'
business,
o unexpected costs, lower than expected sales and revenues, and
operating defects,
o adverse results of any legal proceedings,
o the volatility of VMS' operating results and financial
condition,
o inability to attract or retain qualified senior management
personnel, including sales and marketing, and technical
personnel, and
o other specific risks that may be referred to in this Report.

All statements, other than statements of historical facts, included in
this Report regarding the Company's strategy, future operations, financial
position, estimated revenue or losses, projected costs, prospects and plans and
objectives of management are forward-looking statements. When used in this
Report, the words "will," "may," "believe," "anticipate," "intend," "estimate,"
"expect," "project," "plan" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date
of this Report. The Company undertakes no obligation to update any
forward-looking statements or other information contained herein. Potential
investors should not place undue reliance on these forward-looking statements.
Although the Company believes that its plans, intentions and expectations
reflected in or suggested by the forward-looking statements in this Report are
reasonable, the Company cannot assure potential investors that these plans,
intentions or expectations will be achieved. The Company discloses important
factors that could cause the Company's actual results to differ materially from
its expectations under "Cautionary Statements" and elsewhere in this Report.
These cautionary statements qualify all forward-looking statements attributable
to the Company or persons acting on its behalf.

Information regarding market and industry statistics contained in this
Memorandum is included based on information available to the Company that it
believes is accurate. It is generally based on academic and other publications
that are not produced for purposes of securities offerings or economic analysis.
The Company has not reviewed or included data from all sources, and the Company
cannot assure potential investors of the accuracy or completeness of the data
included in this Report. Forecasts and other forward-looking information
obtained from these sources are subject to the same qualifications and the
additional uncertainties accompanying any estimates of future market size,
revenue and market acceptance of products and services. The Company has no
obligation to update forward-looking information to reflect actual results or
changes in assumptions or other factors that could affect those statements. See
"Risk Factors" for a more detailed discussion of uncertainties and risks that
may have an impact on future results.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

On July 17, 2007, the Company acquired all of the outstanding capital
stock of VMS in connection with the Merger of a wholly owned subsidiary of the
Company with and into VMS, and the former stockholders of VMS were issued
5,218,000 shares of common stock of the Company. In connection with the Merger,
the Company changed its name to Visual Management Systems, Inc. Simultaneously
with the closing of the Merger, the Company completed the initial closing of the
Private Placement with gross proceeds of $1,202,500 and net proceeds to the
Company, after deduction of offering expenses and commissions paid at the
Initial Closing, of $1,000,000. Pursuant to the terms of the Private Placement,
the Company may sell an additional $6,297,500 of Units, plus an additional
$750,000 of Units if the over-allotment option granted to the Placement Agent is
exercised.

As the Company has ceased its prior operations and will operate VMS as
its sole line of business, the following discussion and analysis is of the
financial condition and results of operations for the year ended December 31,
2006 and 2005 of VMS. The following discussion and analysis should be read in
conjunction with the financial statements, including footnotes, and other
information presented in this report Form 8-K. An analysis of the Company's
financial condition and the results of operations for the fiscal year ended
December 31, 2006 was reported on Form 10-KSB/A which was filed with the
Securities and Exchange Commission on May 18, 2007 and is incorporated herein by
reference.

VMS, a New Jersey based corporation, provides loss prevention management
solutions to businesses through the design, sale and installation of digital
surveillance systems called "Virtual Managers" that enable clients to
proactively manage their business with easy data retrieval and live viewing from
anywhere in the world.

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2007 AND 2006

GROSS REVENUES. Revenues increased 38.0% to $ 1,779,179 for the quarter
ended March 31, 2007 from $1,289,498 for the quarter ended March 31, 2006
primarily as a result of an expansion of VMS' customer base which was due, in
part, to an increase in its sales force. Net Revenues increased by 29.4% to
$1,546,887 when compared to $1,195,590 for the similar period of. 2006.

GROSS MARGIN. Gross margin increased by $254,713 to $816,640 for the
quarter ended March 31, 2007 compared to $561,927 for the quarter ended March
31, 2006, primarily as a result of increased revenues. Gross margin as a
percentage of revenues increased to 52.8% in 2007 compared to 47.0% in 2006 due
to gains in productivity and leverging increased purchasing power to decrease
purchasing costs.

OPERATING EXPENSES. Operating expenses increased 180% from $581,403 for
the quarter ended March 31, 2006 to $1,626,310 for the quarter ended March 31,
2007 as a result of the building of infrastructure to support projected sales
volume increases, increased back office support staff and facilities needed to
accommodate increased installations and revenues as well as the increased costs
associated with the planned reverse merger.

INTEREST EXPENSE. Interest expense associated with borrowings used to
finance investments in infrastructure, for the first quarter ended March 31,
2007, is not a material expense as a result of having taken advantage of
seasonal offerings of below prime rates and capital initiatives to minimize
interest expense.

NET LOSS. As a result of the factors described above, VMS incurred a net
loss of $835,805 for the quarter ended March 31, 2007 compared to a net loss of
$95,508 for the quarter ended March 31, 2006.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

REVENUES. Revenues increased 88.2% to $4,495,778 for the year ended
December 31, 2006 from $2,389,860 for the year ended December 31, 2005 primarily
as a result of an expansion of VMS' customer base which was due, in part, to an
increase in its sales force.

GROSS MARGIN. Gross margin increased to $2,086,313 for the fiscal year
ended December 31, 2006 compared to $1,185,481 for the year ended December 31,
2005 primarily as a result of increased revenues. Gross margin as a percentage
of revenues decreased to 46.4% in 2006 compared to 49.6% in 2005 due to
additional investment in manpower and ancillaries needed to support projected
revenue increases in 2007.

OPERATING EXPENSES. Operating expenses increased 134% from $1,576,366
for the year ended December 31, 2005 to $3,689,171 in the year ended December
31, 2006 as a result of the building of installation infrastructure to support
projected sales volume increases as well as increased back office support staff
and facilities needed to accommodate increased installations and revenues.

DEBT CONVERSION EXPENSE. VMS recognized $264,990 of debt conversion
expense during the year ended December 31, 2006 compared to $58,890 for the year
ended December 31, 2005 as a result of a greater amount of debt converted in
2006 compared to 2005 and an increased valuation of VMS.

INTEREST EXPENSE. Interest expense increased 97.3% to $60,075 for the
year ended December 31, 2006 compared to $30,447 for the fiscal year ended
December 31, 2005 as a result of increased interest rates and increased
borrowings used to finance investments in infrastructure.

NET LOSS. As a result of the factors described above, VMS incurred a net
loss of $1,926,614 for the year ended December 31, 2006 compared to a net loss
of $477,346 for the year ended December 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Expansion of VMS' operations requires expenditures for
marketing and personnel costs. VMS believes that the proceeds of the private
placement, funds currently on hand, funds provided by operations and borrowing
availability will be sufficient to meet its needs for working capital for at
least the next 12 months.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used by operating
activities was $685,925 and $211,213 in the three months ended March 31, 2007
and 2006, respectively. Increases in inventory were $281,468 during the three
months ended March 31, 2007 compared to $12,995 in the comparable period of the
prior year. Net cash used in operating activities was $234,894 and $229,077 in
the years ended December 31, 2006 and 2005, respectively. Increases in inventory
represented $125,946 and $58,601 of the cash used in operating activities in
2006 and 2005, respectively.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing
activities was $12,177 for the three months ended March 31, 2007 compared to
$11,030 for the three months ended March 31, 2006. Purchases of property and
equipment represented $12,177 in the three months ended March 31, 2007 and
$11,030 plus a $4,953 security deposit during the comparable period of 2006. Net
cash used in investing activities was $45,758 in the year ended December 31,
2006 and $72,443 in the year ended December 31, 2005. Of these amounts,
purchases of property equipment represented $22,374 and $66,822 in 2006 and
2005, respectively. The balance in both years represented security deposits.

CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by investing
activities was $810,592 during the three months ended March 31, 2007 which
reflected $715,350 from sales of common stock. Net cash provided by financing
activities in the comparable period of 2006 was $262,268, which reflected
$83,658 of borrowings. Net cash provided by financing activities was $270,713
and $273,362 during the years ended December 31, 2006 and 2005, respectively.
Proceeds from the sale of convertible notes generated $325,000 of cash proceeds
in 2006 and $50,000 in 2005, and borrowings under VMS' line of credit
represented $50,000 and $194,662, respectively, of the cash provided by
financing activities in those years.

COMMITMENTS AND CONTINGENCIES. VMS is a party to a $50,000 term loan
agreement with JPMorgan Chase Bank, N.A. which provides for interest at a rate
of 8.61% per annum and which is payable in equal monthly installments through
October 2013. As of December 31, 2006, $50,000 was outstanding under the loan
agreement.

As of March 31, 2007, VMS had outstanding $116,661 of borrowings under a
loan agreement with Commerce Bank which provides for borrowing availability of
up to $250,000 and is guaranteed by the U.S. Small Business Administration.
Advances under the loan agreement bear interest at a rate of 7.23% per annum and
are secured by substantially all of VMS assets.

VMS had $300,112 of auto loans outstanding as of March 31, 2007. These
loans, which bear interest at rates ranging from 3.9% to 8.69%, mature at
various dates through November 2012.

VMS enters into operating leases in the ordinary course of business for
office and warehouse space and equipment. The outstanding leases are not
material in terms of cash flow or total future minimum payments.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding the members of the
Company's Board of Directors and its executive officers following the Closing.
The directors listed below will serve until the next annual meeting of the
Company's stockholders.

NAME AGE POSITION
---- --- --------
Jason Gonzalez 35 President, Chief Executive Office and Director

Michael Ryan 48 Director

Colonel Jack Jacobs 61 Director

Kevin Sangirardi 35 Chief Operating Officer

Howard Herman 55 Chief Financial Officer and Director

Caroline Gonzalez 32 Vice President Financial Operations

Jonathan Bergman 48 Vice President Marketing and Sales

JASON GONZALEZ is the founder of VMS and has been involved in the
security industry for five years. Prior to launching VMS, he served as Chief
Operating Officer for Infinite Sales, Inc., a wholly owned subsidiary a of
Freedom Systems, Inc., a leading distributor of DVRs in the United States. Mr.
Jason Gonzalez was at Freedom Systems, Inc. from February 2002 until August
2003. Before his appointment to Chief Operating Officer, Mr. Gonzalez served in
various capacities for Freedom Systems, Inc. in sales and sales management.
Prior thereto he was employed by Merrill Lynch as a vetting manager in ML Direct
technology banking. He also worked for Olde, and William R. Hough & Co. as a
registered representative, general and municipal securities principal. Mr
Gonzalez graduated from Embry-Riddle Aeronautical University where he earned a
BS in Aviation Business Administration. He completed an additional 20 credits in
Aeronautical Science and Aerospace Engineering. Mr. Gonzalez is a graduate of
the SIA Securities Industry Institute. Mr. Gonzalez and Caroline Gonzalez are
husband and wife.

MICHAEL RYAN has spent over 20 years in the security industry. He owns
and operates Fire Code Services, a New Jersey based fire protection systems and
services business. Fire Code Services provides fire safety equipment to
skyscrapers throughout New York City and New Jersey. Mr. Ryan also owns a
successful Jersey City Restaurant, PJ Ryan's, and is a VMS customer through this
business.

COLONEL JACK JACOBS U.S. ARMY (RETIRED), earned the Medal of Honor for
exceptional heroism on the battlefields of Vietnam. He also holds three Bronze
Stars and two Silver Stars. Colonel Jacobs served on the faculty of the U.S.
Military Academy at West Point and the National War College in Washington, D.C.
After retirement, he founded and was chief operating officer of Auto Finance
Group. He has served as a managing director of Bankers Trust Co. and later
co-founded an investment management business for Lehman Brothers. He is a member

of the Council on Foreign Relations and is a director of the Medal of Honor
Foundation. Colonel Jacobs currently serves as a military analyst for NBC/MSNBC.

HOWARD HERMAN joined VMS in August 2006 and serves as Chief Financial
Officer. From November 2004 through December 2005, he served as Chief Financial
Officer of Arcadian Healthcare. Prior thereto, he was the Manager of Finance and
Operations for Concord Camera, Inc. Mr. Herman's experience includes mergers and
acquisitions, international distribution and manufacturing and SEC reporting.
Mr. Herman is a graduate of Fairleigh Dickinson University having earned a BS in
Accounting.

KEVIN SANGIRARDI joined VMS in January 2004. Mr. Sangirardi has over
fifteen years of experience in Security Installation and Management. From 1999
until 2004, Mr. Kevin Sangirardi was employed by Freedom Systems, Inc, as
Director of Operations. Prior to joining Freedom Systems, Inc., Mr. Sangirardi
served in various capacities for Slomins International and World Wide Security
Services. Mr. Sangirardi graduated from Delhi University, New York with an
A.O.S. in Electrical Engineering. He carries licenses and certifications from
NICET and National Alarm Association of America Certificate of Training. He also
holds a New York State Burglar and Fire Alarm License, Commonwealth of Virginia
Department of Criminal Justice Compliance Agent License, Connecticut L5 Low
Voltage Electrical License, Massachusetts Class D Low Voltage Electrical License
and a New Jersey Fire and Burglar Alarm License.

CAROLINE GONZALEZ has been employed by VMS since 2004 and currently
serves as Chief Information Officer. In this capacity she manages vendor and key
client relationships, assists the CFO in daily financial management, oversees
PDG operations and develops training programs. From VMS' inception until August
2006, Ms Gonzalez co-managed VMS' financial operations as controller. Ms.
Gonzalez brings franchise operations experience to VMS, having served from 1997
until 2001 as Director of Education and General Manager for two different
franchisees of Sylvan Learning Centers where she was responsible for four
different centers in multiple states. Mr. Gonzalez also worked in public
education from 1997 until 1999 and for the 2001 and 2002 school years. She
graduated from the University of Central Florida with a BS in Elementary
Education and is the wife of Jason Gonzalez.

JONATHAN BERGMAN has served as Vice President-Marketing and Sales for
VMS since September 2003. From 2001 to August 2003, he served in various
capacities for Freedom Systems, Inc, including Loss Prevention Consultant, Area
Manager and Regional Manager. From 1996 to 2001, Mr. Bergman served as a General
Manager and the Director of Food and Beverage Operations for Inn America
Hospitality. Prior thereto he owned and operated Advantage Building Maintenance,
a general building services contractor. Mr. Bergman attended NY City Technical
College and Florida International University and earned his AS in Business
Management and his BS in Hospitality/Business Management.

DIRECTOR COMPENSATION

Information with respect to compensation paid to the Company's directors
during the fiscal year ended February 28, 2007 is set forth in the Company's
Report on Form 10-KSB/A filed with the Securities and Exchange Commission on May
18, 2007.

Jason Gonzalez was the sole director of VMS during the twelve months
ended February 28, 2007. VMS did not pay Mr. Gonzalez any compensation for
serving as a director during such period.

The Company intends to compensate non-management directors through the
issuance of stock awards including, without limitation, stock options,
restricted stock awards, stock grants and/or stock appreciation rights during
the year ending December 31, 2007.

EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS

VMS is a party to employment agreements with each of its executive
officers. Its agreement with Jason Gonzalez provides for base salary of $180,000
per annum, subject to an increase to (i) $200,000 per annum if VMS' monthly
gross sales reach $833,334 for three consecutive months, (ii) $250,000 if VMS's
monthly gross sales reach $1,666,667 for three consecutive months, and (iii)
$300,000 if VMS's monthly gross sales reach $2,000,000 for three consecutive
months. If VMS' annual gross sales reach $25,000,000 or more during any calendar
year, Mr. Gonzalez's base salary will be increased to $360,000 per annum and
will be subject to annual increases of at least twenty-five percent thereafter
or as otherwise determined appropriate by the VMS Board of Directors or the
Compensation Committee of the Board. Mr. Gonzalez is entitled to bonus
compensation as determined by the VMS Board of Directors. Among other
perquisites, Mr. Gonzalez is entitled to a $1,000 per month automobile
allowance.

Mr. Gonzalez is entitled to a $35,000 bonus if VMS' annual net revenues
exceeds $1,250,000, an additional $25,000 bonus if annual net revenues exceed
$2,500,000, an additional $25,000 bonus if annual net revenues exceed
$5,000,000, an additional $50,000 bonus if annual net revenues exceed $7,500,000
(50% of which is payable in cash and 50% of which must be applied to the
exercise of options to acquire VMS stock) and an additional $50,000 bonus if
annual net revenues exceed $10,000,000 (50% of which is payable in cash and 50%
of which must be applied to the exercise of options to acquire VMS stock). Each
bonus payment is due within ten business days after the applicable net revenue
level is exceeded. Based upon operating results to date, Mr. Gonzalez has earned
a $35,000 bonus in 2007, payment of which has been deferred until the closing of
the Private Placement. If VMS achieves revenues of $10,000,000 or more in any
calendar year, Mr. Gonzalez will be entitled to a total bonus of $185,000 with
respect to that year.

Mr. Gonzalez's employment agreement has a three year term which expires
in January 2010 and provides for automatic successive one year renewal terms
unless either party provides a notice of termination 60 days prior to the
expiration of the agreement. If Mr. Gonzalez is terminated by VMS for "Cause"
(as defined in the employment agreement) or if he terminates the agreement
without "Cause" (as defined in the agreement ) he will be prohibited from
engaging in a competing business with VMS for 12 months following the
termination. If Mr. Gonzalez is terminated by VMS without Cause or if he
terminates the agreement for Cause, he is entitled to a single cash payment in
an amount equal to the greater of ten times his annual salary in the prior year
or $3,000,000, plus payment of his pro rated bonus compensation and any accrued
and payment for any unused vacation for the year of termination, as well as the
cost of COBRA and group life insurance benefits for the 18 month period
following termination.

VMS' employment agreement with Mr. Herman provides for an annual base
salary of $150,000, subject to an increase to $165,000 if annual gross sales
reach $10,000,000 or more, and $181,500 if annual gross sales reach $20,000,000
or more. If VMS' annual gross sales reach $25,000,000 or more, Mr. Herman's
salary will increase to $200,000 per annum and will be subject to annual
increases of at least ten percent thereafter or as otherwise determined
appropriate by the VMS Board of Directors or the Compensation Committee of the
Board. Mr. Herman is entitled to a $25,000 bonus if VMS' annual net revenues
exceed $1,250,000, an additional $25,000 bonus if annual net revenues exceed
$2,500,000, an additional $25,000 bonus if annual net revenues exceed
$5,000,000, an additional $37,500 bonus if annual net revenues exceed $7,500,000
(50% of which is payable in cash and 50% of which must be applied to the
exercise of options to acquire VMS stock) and an additional $50,000 bonus if
annual net revenues exceed $10,000,000 (50% of which is payable in cash and 50%
of which must be applied to the exercise of options to acquire VMS stock). Each
bonus payment is due within ten business days after the applicable net revenue
level is exceeded. Based upon operating results to date, Mr. Gonzalez has earned
a $25,000 bonus in 2007, payment of which has been deferred until the closing of
the Private Placement. If VMS achieves revenues of $10,000,000 or more in any
calendar year, Mr. Gonzalez will be entitled to a total bonus of $162,500 with
respect to that year.

Mr. Herman's employment agreement has a three year term which expires in
January 2010 and and provides for automatic successive one year terms unless
either party provides a notice of termination 60 days prior to the expiration of
the agreement. The provisions of Mr. Herman's agreement with respect to
termination and severance are substantially similar to the provisions of Mr.
Gonzalez's agreement, except that Mr. Herman is entitled to severance
compensation equal to the greater of $500,000 or three times his prior year's
annual salary if he is terminated by VMS without Cause or if he terminates the
agreement for Cause.

The terms of the employment agreement between VMS and Caroline Gonzalez
are identical to the terms of the agreement between VMS and Mr. Herman, except
that Ms. Gonzalez is entitled to severance compensation equal to the greater of
$1,000,000 or five times her prior year's annual salary if she is terminated by
VMS without Cause or if she terminates the agreement for Cause.

VMS' employment agreements with Kevin Sangirardi and Jonathan Bergman
have identical terms and provide for an annual base salary of $144,000, subject
to an increase to $158,400 if annual gross sales reach $10,000,000 or more, and
$172,240 if annual gross sales reach $20,000,000 or more. If VMS' annual gross
sales reach $25,000,000 or more, their salary will increase to $195,000 per
annum and will be subject to annual increases of at least ten percent thereafter
or as otherwise determined appropriate by the VMS Board of Directors or the
Compensation Committee of the Board. The bonus compensation payable to Mr.
Sangirardi and Mr. Bergman is identical to the bonus payments payable to Mr.
Herman under his employment agreement. The terms of the employment agreements
between VMS and Mr. Sangirardi and Mr. Bergman with respect to termination and
severance compensation are identical to the agreement between VMS and Mr.
Gonzalez, except that each of Mr. Sangirardi and Mr. Bergman is entitled to
severance compensation equal to the greater of $300,000 or three times his prior
year's salary if he is terminated by VMS without Cause or if he terminates the
agreement for Cause.

EXECUTIVE COMPENSATION

Information with respect to compensation paid to the Company's executive
officers during the fiscal year ended February 28, 2006 and 2007 is set forth in
the Company's Report on Form 10-KSB/A filed with the Securities and Exchange
Commission on May 18, 2007.

The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to VMS for the years ended
December 31, 2006 and 2005 of the Chief Executive Officer and each other
executive officer whose total compensation for the year ended December 31, 2006
exceeded $100,000 (the "Named Executive Officers"). No other executive officer's
total annual compensation for the year ended December 31, 2006 exceeded
$100,000.

SUMMARY COMPENSATION TABLE

NON-EQUITY NONQUALIFIED
NAME AND 12 STOCK OPTION INCENTIVE PLAN) DEFERRED ALL OTHER
PRINCIPAL MONTHS SALARY BONUS AWARDS AWARDS COMPENSATION COMPENSATION COMPENSATION TOTAL
POSITION ENDED ($) ($) ($) ($) ($) EARNINGS ($) ($) ($)

Jason Gonzalez, 2/28/07 $ 80,019 $ --- $ --- $ --- $ --- $ --- $ --- $80,019
President and
Chief Executive 2/28/06 80,921 --- --- --- --- --- --- 80,921
Officer

Jonathan Bergman, 2/28/07 $107,940 --- --- $ 98,708(1) --- --- --- $206,648
Vice
President-Marketing 2/28/06 101,946 --- --- 49,354(1) --- --- --- 151,300
and Sales

Kevin Sangirardi, 2/28/07 $ 88,310 --- --- 98,708(1) --- --- --- $187,018
Chief Operating
Officer 2/28/06 88,474 --- --- 49,354(1) --- --- --- 137,828

Howard Herman, 2/28/07 $ 51,975 --- --- $132,550(2) --- --- --- $184,525
Chief Financial
Officer 2/28/06 --- --- --- --- --- --- --- ---

(1) On June 22, 2005 each of Mr. Bergman and Mr. Sangirardi was granted an
option to purchase 450,000 shares of VMS common stock. Options with
respect to 225,000 shares vested on the one year anniversary of the date
of grant and options with respect to the remaining 225,000 shares were
scheduled to vest on the two year anniversary of the date of grant. The
options had a term of ten years and an exercise price of $1.25 per
share. The fair value of the options granted was estimated on the date
of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions used: dividend yield of 0%; expected
volatility of 150%; risk free rate of return of 5%; and expected life of
10 years. The weighted average fair value of these options was $0.44 per
share. Each of Mr. Bergman and Mr. Sangirardi was issued options to
acquire 225,000 shares of common stock having an exercise price of $2.50
per share in exchange for the options to acquire VMS common stock upon
the completion of the Merger.

(2) On July 1, 2006, Mr. Herman was granted an option to purchase 250,000
shares of VMS common stock. Options with respect to 125,000 shares
vested on the one year anniversary of the date of grant and options with
respect to the remaining 125,000 shares were scheduled to vest on the
two year anniversary of the date of grant. The options had a term of ten
years and an exercise price of $1.25 per share. The fair value of the
options granted was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used: dividend yield of 0%; expected volatility of 150%;
risk free rate of return of 5%; and expected life of 10 years. The
weighted average fair value of these options was $1.59 per share. Mr.
Herman was issued options to acquire 125,000 shares of common stock
having an exercise price of $2.50 per share in exchange for the options
to acquire VMS common stock upon the completion of the Merger.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company had no securities authorized for issuance under equity
compensation plans as of February 28, 2007.

After the completion of the Merger, the number of stock options
outstanding under the Company's' Equity Incentive Plan, the weighted-average
exercise price of outstanding stock options, and the number of securities
remaining available for issuance, was as follows:

EQUITY COMPENSATION PLAN TABLE

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO WEIGHTED AVERAGE EQUITY COMPENSATION
BE ISSUED UPON EXERCISE EXERCISE PRICE OF PLANS (EXCLUDING
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (A))
PLAN CATEGORY (a) (b) (c)
- --------------------------------------- ------------------------- -------------------------- -------------------------

Equity compensation plans approved by 1,226,500 (1) $2.50 1,587,826(2)
security holders

Equity compensation plans not - - -
approved by security holders

TOTAL 1,266,500 $2.50 1,587,826(2)

- ----------------------
(1) Represents options issued under the Company's Equity Incentive Plan upon
completion of the Merger

(2) Assumes the sale of $5,000,000 of Units in the Offering

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The Company had no outstanding equity compensation awards as of February
28, 2007.

The following table provides information about all equity compensation
awards held by the Named Executive Officers upon completion of the Merger:

OUTSTANDING EQUITY AWARDS

OPTION AWARDS
-------------------------------------------------------------------------------

EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF NUMBER OF NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED UNEXERCISED OPTION
OPTIONS OPTIONS UNEARNED EXERCISE OPTION
DATE OF (#) (#) OPTIONS PRICE EXPIRATION
NAME GRANT EXERCISABLE UNEXERCISABLE (#) ($) DATE
- --------- ------- ----------- ------------- ----------- -------- ----------

Jason -- -- -- -- $ -- --
Gonzalez,
President
and Chief
Executive
Officer

Jonathan 7/17/07 225,000(1) -- -- $2.50 7/17/17
Bergman, Vice
President-Sales
and Marketing

Kevin
Sangirardi, -- 225,000(1) -- -- $2.50 7/17/17
Chief
Operating
Officer

Howard 7/17/07 62,500(2) 62,500 -- $2.50 7/17/17
Herman,
Chief
Financial

OUTSTANDING EQUITY AWARDS

STOCK AWARDS
-----------------------------------------------
EQUITY
INCENTIVE
EQUITY PLAN
INCENTIVE AWARDS:
PLAN MARKET OR
AWARDS: PAYOUT
NUMBER OF VALUE OF
MARKET UNEARNED UNEARNED
NUMBER OF VALUE OF SHARES, SHARES,
SHARES OR SHARES OR UNITS OR UNITS OR
UNITS OF UNITS OF OTHER OTHER
STOCK THAT STOCK RIGHTS RIGHTS THAT
HAVE NOT THAT HAVE THAT HAVE HAVE NOT
VESTED NOT VESTED NOT VESTED VESTED
(#) ($) (#) ($)
---------- ---------- --------- -----------
Jason -- $ -- -- $ --
Gonzalez,
President
and Chief
Executive
Officer

Jonathan -- -- -- --
Bergman, Vice
President-Sales
and Marketing

Kevin
Sangirardi, -- $ -- -- $ --
Chief
Operating
Officer

Howard -- -- -- --
Herman,
Chief
Financial

(1) On June 22, 2005 Mr. Bergman was granted an option to purchase 450,000
shares of VMS common stock. Options with respect to 225,000 shares
vested on the one year anniversary of the date of grant and options with
respect to the remaining 225,000 shares were scheduled to vest on the
two year anniversary of the date of grant. The options had a term of ten
years and an exercise price of $1.25 per share. The fair value of the
options granted was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used: dividend yield of 0%; expected volatility of 150%;
risk free rate of return of 5%; and expected life of 10 years. The
weighted average fair value of these options was $0.44 per share Mr.
Bergman was issued options to acquire 225,000 shares of common stock
having an exercise price of $2.50 per share in exchange for the options
to acquire VMS common stock upon the completion of the Merger.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by the provisions of the Nevada Revised Statutes, the
Company has the power to indemnify any person made a party or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
except an action by or in the right of the Company, by reason of the fact that
he is or was a director, officer, employee or agent of the Company, against
expenses, including attorneys' fees, judgments, fines and amounts paid in

settlement actually and reasonably incurred by his in connection with the
action, suit or proceeding if (i) he has not breached his fiduciary duties under
circumstances involving intentional misconduct, fraud or a knowing violation of
law, and (ii) he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action, had no reasonable cause to believe his conduct
was illegal. Termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person did not act in good faith
and in a manner which they reasonably believed to be in or not opposed to our
best interests, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.

The Company must indemnify a director, officer, employee or agent who is
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding, or in defense of any claim, issue or matter in the proceeding, to
which they are a party because they are or were a director, officer, employee or
agent, against expenses actually and reasonably incurred by them in connection
with the defense.

The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.

The Nevada Revised Statutes also permit a corporation to purchase and
maintain liability insurance or make other financial arrangements on behalf of
any person who is or was

o a director, officer, employee or agent of the corporation,

o or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprises.

Such coverage may be for any liability asserted against them and
liability and expenses incurred by them in their capacity as a director,
officer, employee or agent, or arising out of their status as such, whether or
not the corporation has the authority to indemnify them against such liability
and expenses.

Insofar as indemnification for liabilities arising under the Securities
Act, as amended, may be permitted to officers, directors or persons controlling
out company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.

EQUITY INCENTIVE PLAN

Effective upon the completion of the Merger, the Company adopted an
Equity Incentive Plan. Following is a summary of the material terms of the VMS
Equity Incentive Plan.

The purpose of the plan is to allow employees, directors and consultants
of the Company and its subsidiaries to participate in the Company's growth and
to generate an increased incentive for these persons to contribute to the
Company's future success and prosperity and to focus on its growth. Employees,
directors and consultants are all eligible to receive awards under the plan. The
plan will be administered by the Compensation Committee of the Company's Board
of Directors. The Compensation Committee is authorized to grant:

o Incentive stock options within the meaning of Section 422 of the
Internal Revenue Code

o Nonqualified stock options

o Stock appreciation rights

o Restricted stock grants

o Deferred stock awards

o Other stock based awards to employees of the Company and its
subsidiaries and other persons and entities who, in the opinion
of the Board of Directors, are in a position to make a
significant contribution to the success of the Company and its
subsidiaries.

Upon the closing of the Merger, the Company issued options to acquire
1,266,500 shares of the Company's Common Stock having an exercise price of $2.50
per share in exchange for outstanding options to acquire VMS Common Stock. The
exercise of the options granted by the Company is conditioned upon the Company
achieving annual revenues of $5,000,000 or more in a calendar year. Shares
representing 20% of the Company's Common Stock on a fully diluted basis after
the final closing of the Private Placement will be reserved for issuance under
the Company's Equity Incentive Plan.

The Board of Directors has the power to determine the terms of any
awards granted under the Equity Incentive Plan, including the exercise price,
the number of shares subject to the award and conditions of exercise. Awards
granted under the Equity Incentive Plan are generally not transferable. The
exercise price of all incentive stock options granted under the Equity Incentive
Plan must be at least equal to the fair market value of the shares of common
stock on the date of the grant.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Neither the Company nor VMS entered into any related party transaction
during the twelve months ended February 28, 2007 required to be disclosed in
accordance with the rules of the Securities and Exchange Commission.

Each of Jack Ryan, Col. Jack Jacobs qualifies as an independent director
under the standards of the American Stock Exchange. Jason Gonzalez and Howard
Herman are not considered independent under such standards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the number of
shares of Common Stock beneficially owned on July 17, 2007, the Closing Date, by
each person who is known by the Company to beneficially own 5% or more of the
Company's Common Stock, each of the Company's directors and executive officers,
and all of the Company's directors and executive officers, as a group. Except as
indicated each of such shareholders maintains a business address at the
Company's headquarters at 1000 Industrial Way North, Suite C, Toms River, New
Jersey 08755:

Percentage of
Shares
Name of Benefit Owner No. of Shares Outstanding(1)
- --------------------- -------------- --------------
Jason Gonzalez 3,321,474 (2) 49.0%
Caroline Gonzalez 3,321,474 (3) 41.1
Michael Ryan ---
Colonel Jack Jacobs ---
Jonathan Bergman ---
Kevin Sangirardi ---
Howard Herman ---
Charles Brusco (2) 480,000 7.0
Directors and officers as a group (8 persons) 3,321,474 41.1%

- -------------------
(1) Assumes no conversion of Series A Preferred Stock.(2) Includes 450,000
shares held by Mr. Gonzalez's wife, Caroline Gonzalez. Mr. Gonzalez disclaims
beneficial ownership of these shares. (3) Includes 2,871,474 shares held by Ms.
Gonzalez's husband, Jason Gonzalez. Ms. Gonzalez disclaims beneficial ownership
of these shares

(2) The address of this shareholder is 405 Green Island Roadm American Canyon,
Califonia 94503

DESCRIPTION OF SECURITIES

The total number of shares that the Company is authorized to issue is
50,000,000 shares of Common Stock, par value $.001 per share, and 10,000,000
shares of preferred stock, par value $.001 per share (the "Preferred Stock"),
2,300 shares of which have been designated as Series A Preferred Stock.

COMMON STOCK

All shares of Common Stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each share of Common Stock entitles
the holder thereof (a) to one non-cumulative vote for each share held of record
on all matters submitted to a vote of the stockholders; (b) to participate
equally and to receive any and all such dividends as may be declared by the
board of directors; and (c) to participate pro rata in any distribution of
assets available for distribution upon liquidation. Holders of the Company's
Common Stock have no preemptive rights to acquire additional shares of common
stock or any other securities. Our common stock is not subject to redemption and
carries no subscription or conversion rights.

PREFERRED STOCK

The Company's amended certificate of incorporation provides that the
board of directors has the flexibility to set new classes, series and other
terms and conditions of the preferred shares. Preferred shares may be issued
from time to time in one or more series in the discretion of the board of
directors. The board has the authority to establish the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
and restrictions thereof.

Preferred shares may be issued in the future by the board without
further stockholder approval and for such purposes as the board deems in the
best interest of our company including future stock splits and split-ups, stock
dividends, equity financings and issuances for acquisitions and business
combinations. In addition, such authorized but unissued common and preferred
shares could be used by the board of directors for defensive purposes against a
hostile takeover attempt, including (by way of example) the private placement of
shares or the granting of options to purchase shares to persons or entities
sympathetic to, or contractually bound to support, management. The Company has
no such present arrangement or understanding with any person. Further, the
common and preferred shares may be reserved for issuance upon exercise of stock
purchase rights designed to deter hostile takeovers, commonly known as a "poison
pill."

SERIES A PREFERRED STOCK

Of the 10,000,000 authorized shares of Preferred Stock, 2,300 shares
have been designated as Series A Preferred Stock. The rights, designations and
preferences of the Series A Preferred Stock are described below.

CONVERSION. Holders of Series A Preferred Stock are entitled at any time
to convert their shares of Series A Preferred Stock into Common Stock, without
any further payment therefor. The number of shares of Common Stock into which
each share of Series A Preferred Stock is convertible is determined by dividing
$2,500 by the Conversion Price, which is initially $2.50. As a result, each
share of Series A Preferred Stock is initially convertible into 1,000 shares of
Common Stock. Holders of Series A Preferred Stock will be protected against
dilution by adjustment of the Conversion Price in certain events, such as stock
dividends, stock splits and other similar events. If the Company issues any
shares of its Common Stock following the Offering (other than in connection with
the exercise of outstanding stock options, warrants or the Placement Agent
Warrants or the conversion of outstanding convertible securities) for cash
consideration of less than $2.50 per share or if the Company issues options,
warrants (other than the Placement Agent Warrants) or securities convertible
into shares of Common Stock having an exercise price per share or conversion
price per share that is less than $2.50 per share, then the Conversion Price
will be adjusted to the price per share at which such new shares of Common Stock
are issued or will be issued upon exercise of such options or warrants or
conversion of such convertible securities. Neither the issuance nor exercise or
conversion of options, warrants or convertible securities issued in connection
with acquisitions and strategic alliances will trigger an adjustment of the
Conversion Price.

MERGER. Upon a merger or consolidation of the Company with or into
another company, or any transfer, sale or lease by the Company of substantially
all of its common stock or assets, the Series A Preferred Stock will be treated
as Common Stock for all purposes, including the determination of any assets,
property or stock to which holders of the Series A Preferred Stock

are entitled to receive, or into which the Series A Preferred Stock is
converted, by reason of the consummation of such merger, consolidation, sale or
lease.

VOTING RIGHTS. Holders of Series A Preferred Stock have no voting rights
except as required by applicable law.

LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, holders of Series A
Preferred Stock will be entitled to receive out of assets of the Company
available for distribution to its shareholders, before any distribution is made
to holders of its Common Stock (or any other securities ranking junior to the
Series A Preferred Stock), liquidating distributions in an amount equal to
$2,500 per share. After payment of the full amount of the liquidating
distributions to which the holders of the Series A Preferred Stock are entitled,
holders of the Series A Preferred Stock will receive liquidating distributions
pro rata with holders of Common Stock (or any other securities ranking on a
parity with or junior to the Series A Preferred Stock to the extent required by
the Company's Certificate of Incorporation), based on the number of shares of
Common Stock into which the Series A Preferred Stock is convertible at the
conversion rate then in effect.

REDEMPTION. The Series A Preferred Stock may not be redeemed by the
Company at any time.

DIVIDENDS. Holders of Series A Preferred Stock will not be entitled to
receive dividends.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share. The
Company's Certificate of Incorporation does not provide for cumulative voting.
The holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of legally available
funds. However, the current policy of the Board of Directors is to retain
earnings, if any, for the operation and expansion of the Company. Upon
liquidation, dissolution or winding-up of the Company, the holders of Common
Stock are entitled to share ratably in all assets of the Company which are
legally available for distribution, after payment of or provision for all
liabilities and the liquidation preference of any outstanding Series A Preferred
Stock. The holders of Common Stock have no preemptive, subscription, redemption
or conversion rights. All issued and outstanding shares of Common Stock are, and
the Common Stock reserved for issuance upon conversion of the Series A Preferred
Stock and exercise of the Warrants will be, when issued, fully-paid and
non-assessable.

WARRANTS

Each Warrant entitles the holder thereof to purchase 1,000 shares of
Common Stock at the exercise price of $3.50 per share from the date of issuance
until the fourth anniversary thereof. Other terms of the Warrants are described
below.

REDEMPTION. The Warrants may not be redeemed by the Company at any time.

TRANSFER, EXCHANGE AND EXERCISE. The Warrants may be exercised upon
surrender of the certificate therefor on or prior to the expiration date (as
explained below) at the offices of the

Company with the form of "Subscription Form" on the reverse side of the warrant
certificate filled out and executed as indicated, accompanied by payment (in the
form of certified or cashier's check payable to the order of the Company) of the
full exercise price for the number of Warrants being exercised.

ADJUSTMENTS. Holders of Warrants will be protected against dilution by
adjustment of the exercise price and number of shares issuable upon the exercise
of the Warrants in certain events, such as stock dividends, stock splits and
other similar events. If the Company issues any shares of its Common Stock
following the Offering (other than in connection with the exercise of
outstanding stock options, warrants or the Placement Agent Warrants or the
conversion of outstanding convertible securities) for cash consideration of less
than $3.50 per share, or if the Company issues options, warrants (other than the
Placement Agent Warrants) or securities convertible into shares of Common Stock
having an exercise price per share or conversion price per share that is less
than $3.50 per share, then the exercise price of the warrants will be adjusted
to the price per share at which such new shares of Common Stock are issued or
will be issued upon exercise of such options or warrants or conversion of such
convertible securities. Neither the issuance nor exercise or conversion of
options, warrants or convertible securities issued in connection with
acquisitions and strategic alliances will trigger an adjustment of the Warrant
exercise price. The holder of a Warrant will not possess any rights as a
stockholder of the Company unless and until he exercises the Warrant.

The Warrants do not confer upon holders any voting or any other rights
as a shareholder of the Company.

MARKET PRICE OF THE COMPANY'S COMMON STOCK; DIVIDENDS

The Company's Common Stock is quoted on the OTC Bulletin Board. There
were no reported trades of the Common Stock on the OTC Bulletin Board prior to
The Merger. On July 20, 2007, the closing price of the Common Stock was $5.00
per share.

The Company has not paid any dividends on its Common Stock and does not
anticipate paying dividends in the foreseeable future.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On July 17, 2007, the Merger was completed and the Company acquired all
of the outstanding common stock of VMS in exchange for issuing an aggregate of
5,218,000 shares of the Company's Common Stock to VMS' shareholders.

Contemporaneous with the closing of the Merger, the Company sold to
subscribers 481 Units with each Unit consisting of one (1) share of Series A
Preferred Stock and a Warrant to purchase 1,000 shares of Common Stock at an
exercise price of $3.50 per share. Each share of Series A Preferred Stock has a
$7,500 liquidation preference and is convertible into shares of Common Stock at
a conversion price of $2.50 per share, subject to adjustment to protect against
dilution under certain circumstances.

See Item 2.01 - Completion of Acquisition or Disposition of Assets -
Description of Securities" for a more complete description of the Series A
Preferred Stock and Warrants.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

On July 18, 2007 certain stockholders of the Company sold to certain
purchasers who were not affiliates of the Company, 1,459,805 shares of Common
Stock of the Company and agreed to cancellation of 476,429 shares (after giving
effect to the Reverse Stock Split) of the Common Stock of the Company, and will
retain 4,500 shares of the Common Stock of the Company following consummation of
the Merger and the initial closing of the Private Placement.

At the Effective Time of the Merger, each of Ekaterina Popoff and
Vladimer Barinov resigned as directors of the Company and Jason Gonzalez,
Michael Ryan, Colonel Jack Jacobs and Howard Herman were appointed to the Board.

The merger is being accounted for as a "reverse merger," since the
former stockholders of VMS own a majority of the outstanding shares of the
Company's Common Stock immediately following the Merger. No arrangements or
understandings exist among present or former controlling stockholders with
respect to the election of members of the Company's board of directors and, to
the Company's knowledge, no other arrangements exist that might result in a
change of control in the future. As a result of the issuance of the 5,218,000
shares of Common Stock in connection with the Merger, the surrender of 476,429
shares of Common Stock and the change in the majority of the Company's
directors, a change in control occurred on the date of the consummation of the
Merger. As of the time immediately following the closing, the Company continued
to be a "small business issuer," as defined under the Securities Exchange Act of
1934, as amended.

The information set forth in Item 1.01 is incorporated herein by
reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

At the Closing Date, the Company's then current directors and officers,
Ekaterina Popoff and Vladimir Barinov resigned. See "Item 2.01 - Completion of
Acquisition or Disposition of Assets - Management" for information with regard
to the individuals who became officers and directors of the Company upon
completion of the Merger.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

On July 20, 2007, the Company changed its fiscal year end from February
28th to December 31st to conform to the fiscal year of VMS.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

See Item 2.01

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

Financial Statements of Visual Management Systems Holding, Inc., a
wholly-owned subsidiary of the registrant are included herewith as Exhibit 99.1
and Exhibit 99.2.

(b) PRO FORMA FINANCIAL INFORMATION

Pro Forma Financial Information giving effect to the merger of Visual
Management Systems Holding, Inc. and VMS Acquisition Corp. is included herewith
as Exhibit 99.3.

Exhibit No. Exhibits
- ----------- ------------------------------------------------------------------
2.1 Agreement of Merger and Plan of Reorganization among the Company,
VMS Acquisition Corp. and Visual Management Systems
Holdings, Inc.(1)

3.1 Amended and Restated Certificate of Incorporation of the Company.(2)

4.1 Equity Incentive Plan.(2)

4.2 Form of Warrants to purchase shares of Common Stock at a price of
$3.50 per share.(2)

4.3 Form of Warrants issued to Placement Agent (and sub-agents) to
purchase shares of Common Stock at a price of $2.50 per share.(2)

10.2 Placement Agent Agreement by and among the Placement Agent named
therein, the Company and Visual management Sytems, Holding,
Incexecutive officers and certain stockholders.(2)

10.3 Form of Lock Up Agreement between the Company and executive
officers and certain stockholders.(2)

10.4 Form of Private Placement Subscription Agreement.(2)

99.1 Financial Statements of Visual Management Systems Holding, Inc.
as of and for the years ended December 31, 2006 and 2005
(audited).(3)

99.2 Financial statements of Visual Management Systems Holding, Inc
as of and for the three months ended March 31, 2007 and 2006
(unaudited).(4)

99.3 Pro Forma Financial Information.(2)

- ---------------
(1) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
8-K filed with the Securities and Exchange Commission on June 18, 2007

(2) Filed with the Form 8-K being amended by this Form 8-K/A.

(3) Filed herewith.

(4) Refiled herewith.

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
-------------------------------------
Jason Gonzalez
President and Chief Executive Officer
Dated: August 8, 2007