-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYfEbzi9IoFl0IHcmhHFM5kp0F8N3eiDqE7cHj6HXw54z6goP6xQ2rjHtRIh7Vuy nCWL+46223cQeuGOnYeAjw== 0001144204-09-017522.txt : 20090331 0001144204-09-017522.hdr.sgml : 20090331 20090331132047 ACCESSION NUMBER: 0001144204-09-017522 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090331 DATE AS OF CHANGE: 20090331 EFFECTIVENESS DATE: 20090331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0001099509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880441551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28685 FILM NUMBER: 09717475 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1175 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 3236584211 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1175 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC FUEL TECHNOLOGY INC DATE OF NAME CHANGE: 19991122 NT 10-K 1 v144787_nt10k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25
-------------
NOTIFICATION OF LATE FILING

(Check One):  x Form 10-K   o Form 20-F  o Form 11-K   o Form 10-Q   o Form 10-D
          o Form N-SAR

          For Period Ended: 12-31-2008
          o Transition Report on Form 10-K
          o Transition Report on Form 20-F
          o Transition Report on Form 11-K
          o Transition Report on Form 10-Q
          o Transition Report on Form N-SAR

               For the Transition Period Ended: N/A

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

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

PART I-- REGISTRANT INFORMATION

Vertical Computer Systems, Inc.
Full Name of Registrant

Scientific Fuel Technologies, Inc.
Former Name if Applicable

101 West Renner Road, Suite 300
Address of Principal Executive Office (Street and Number)

Richardson, TX 75082
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

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

 
 
 

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

The Registrant has experienced delays in resolving legal matters and accounting issues associated with debt convertible into common stock and the valuation of certain stock compensation rights.  In addition, the Registrant has experienced delays in resolving legal matters and accounting issues associated with the Company’s material subsidiary, Now Solutions, Inc., which are material to the Registrant's financial statements.  As a result, 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-K 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-K 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

David Braun                                             (817) 348-8717
       (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     o 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       o No

The Company recorded additional software revenues when it settled its patent infringement litigation with Microsoft Corporation in July 2008.

The Company has issued convertible debentures and received shares of its common stock from two officers of the Company which it is required to reimburse.  For each reporting period, these derivative liabilities are marked-to-market.  Variation in the common stock price per share impacts the non-cash gain or loss recorded in the period as a gain or loss on derivatives.  Consequently, the amount of such non-cash gain or loss may be material from period to period.


 
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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.
 
     
       
Date: March 31, 2009
By:
/s/ David Braun  
    David Braun, Chief Financial Officer  
       
       


 


 
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