SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO FORM 12B-25
COMMISSION FILE NUMBER 0-28685
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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
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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PART I
REGISTRANT INFORMATION
Vertical Computer Systems, Inc.
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Full Name of Registrant
Scientific Fuel Technologies, Inc.
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Former Name if Applicable
6336 Wilshire Blvd.
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Address of Principal Executive Office (Street and Number)
Los Angeles, CA 90048
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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
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(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.
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(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
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Date: April 2, 2002 By: Richard S. Wade, President
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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.