8-K/A 1 v117505_8ka.htm
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): April 3, 2008
 
VISUAL MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-133936
 
68-0634458
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
Number)

1000 Industrial Way North, Suite C
Toms River, New Jersey 08755
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (732) 281-1355
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act  (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act  (17 CFR 240.13e-4 (c))
 


EXPLANATORY NOTE
 
On April 8, 2008, Visual Management Systems, Inc. filed a Report on Form 8-K (the “8-K”) to announce that it had acquired, on April 3, 2008, substantially all of the assets of Intelligent Digital Systems, LLC. This Form 8-K/A amends the Form 8-K to include financial statements of the acquired business and pro forma financial information not available at the time of the filing of the 8-K.
 
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a)
Financial Statements of Business Acquired
 
The Financial Statements of Intelligent Digital Systems, LLC and the notes thereto are filed as Exhibit 99.1 to this Form 8-K/A.
 
(b)
Pro Forma Financial Information
 
The pro forma financial statements giving effect to the acquisition of substantially all of the assets of Intelligent Digital Systems, LLC and the notes thereto are filed as Exhibit 99.2 to this Form 8-K/A.
 
(c)
Exhibits
 
99.1
 
Financial Statements of Intelligent Digital Systems, LLC
99.2
 
Pro Forma Financial Statements giving effect to the acquisition of substantially all of the assets of Intelligent Digital Systems, LLC.

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.
 
(Registrant)
   
By:  
/s/ Jason Gonzalez
Jason Gonzalez
Title:  
President and Chief Executive Officer

Dated: June 17, 2008

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