NT 10-K/A 1 v127060.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM 12B-25 COMMISSION FILE NUMBER 0-28685 ------------- NOTIFICATION OF LATE FILING (Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F | | Form 10-Q |_| Form N-SAR |X| Form 10KSB For Period Ended: 12-31-2001 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: N/A -------------------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A ------------------------ -------------------------------------------------------------------------------- PART I REGISTRANT INFORMATION Vertical Computer Systems, Inc. -------------------------------------------------------------------------------- Full Name of Registrant Scientific Fuel Technologies, Inc. -------------------------------------------------------------------------------- Former Name if Applicable 6336 Wilshire Blvd. -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Los Angeles, CA 90048 -------------------------------------------------------------------------------- City, State and Zip Code PART II RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) |X| Yes |_| No |X| | (a) The reasons described in reasonable detail in Part III of this form | could not be eliminated without unreasonable effort or expense; | |X| | (b) The subject annual report, semi-annual report, transition report | on Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed | on or before the 15th calendar day following the prescribed due date; | or the subject quarterly report or transition report on Form 10-Q, or | portion thereof will be filed on or before the fifth calendar day | following the prescribed due date; and | |_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) | has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Registrant's accounting department requires additional time to accumulate and review its subsidiaries' financial information in order to complete the consolidation process and cannot, without unreasonable effort and expense, file its Form 10-KSB on or before the prescribed filing date. Registrant expects to obtain all required data within the next several days and, as a result, expects to file the Form 10-KSB within fifteen days after the prescribed filing date. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Richard Wade (323) 658-4211 -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no,identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes | | No Due to the acquisition of NOW Solutions, the Company anticipates significant change in results of operations. See Attachment "A" for explanation. Vertical Computer Systems, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Richard S. Wade ----------------------------------- Date: April 2, 2002 By: Richard S. Wade, President --------------------- Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001) 2 ATTACHMENT "A" Due to the acquisition of NOW Solutions ("NOW"), the Company anticipates significant changes in its results of operations. Now and Ross Industries have not completed negotiations on significant amounts NOW owes to Ross. These disputed amounts are considered material. In addition management is finalizing computations on the purchase accounting stemming from the acquisition of NOW which may also have a material impact on the consolidated statement of operations.