VERTICAL COMPUTER SYSTEM, INC.
201 Main Street, Suite 1175
Forth Worth, Texas 76102
(817) 348-8717
Mail Stop 0409
VIA FEDERAL EXPRESS AND EDGAR
February 4, 2005
Andrew Mew, Staff Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0409
Washington, D.C. 20549
Re: Vertical Computer Systems, Inc.
Form 8-K/A filed on January 28, 2005
Dear Mr. Mew:
We are in receipt of your comment letter dated January 31, 2005. This
letter sets forth the responses of the Company to the comment letter. Your
comments are reproduced below.
General
COMMENT 1: Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed as
required by Item 304(a)(1)(i) of Regulation S-B.
RESPONSE: We have made these revisions to the Form 8-K/A to incorporate the
Commission's requested disclosure.
COMMENT 2: Please revise to clarify whether the effective date was
January 21, 2005 as disclosed in exhibit 99.1 by your former
accountant instead of January 26, 2005 you disclosed in the
filing and advise us. Also, indicate in your disclosures whether
the board of directors or the audit or similar committee of the
board of directors recommended or approved the decision to change
accountants. Refer to Item 304(a)(1)(iii) of Regulation S-B.
Andrew Mew
February 4, 2005
Page 2
RESPONSE: We have noted the Commission's comment and have revised the Form
8-K/A to clarify the effective date of our former accountants
resignation. In addition, we have indicated in our disclosures
whether the board of directors of the Company or the audit
committee of the board of directors of the Company approved the
decision to change accountants.
Disagreements
COMMENT 3: Please revise to clarify the periods in which there were no
disagreements with BDO Seidman LLP on any matter of accounting
principles or practices, financial disclosures, or auditing scope
of procedure. For example, state whether during the registrant's
two most recent fiscal years and any subsequent interim period
through the date of dismissal/resignation etc. that there were
any disagreements with the former accountant on any matter of
accounting principles or practices, financial disclosures, or
auditing scope or procedure.
RESPONSE: We have made these revisions to the Form 8-K/A to incorporate the
Commission's requested disclosure.
In connection with responding to the Commission's comments, the Company
acknowledges the following:
o The Company is responsible for the adequacy and accuracy of the
disclosures in the Form 8-K/A.
o Staff comments or changes to the Company's disclosure in response to
the staff comments in the filings reviewed by the staff do not
foreclose the Commission from taking any action with respect to the
filing; and
o The Company may not assert the staff comments as a defense in any
proceedings initiated by the Commission or any person under the
federal securities laws of the United States.
Enclosed with this letter is a redlined version of the Form 8-K/A
comparing amendment no.1 of the Form 8-K to amendment no.2 of the Form 8-K/A.
Sincerely,
/s/ Richard Wade
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Richard Wade
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
January 26, 2005
VERTICAL COMPUTER SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-31889 65-0393635
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Main Street, Suite 1175, Forth Worth, Texas 76102 76102
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (817) 348-8717
Not Applicable
(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:
|_| 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))
Item 4.01. Changes in Registrant's Certifying Accountant.
(i) Effective January 26, 2005, BDO Seidman, LLP resigned as the
independent certified public accountants of Vertical Computer Systems, Inc. (the
"Registrant"). BDO Seidman, LLP's resignation letter is dated January 21, 2005,
however, the resignation became effective upon the Registrant receiving this
letter on January 26, 2005.
(ii) BDO Seidman, LLP's report on the Registrant's financial statements
for either of the two fiscal years ended December 31, 2003 and 2002 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified as
to audit scope or accounting principles. However, BDO Seidman, LLP's report did
include a paragraph regarding the Registrant's ability to continue as a going
concern for either of these two fiscal years.
(iii) The decision to change accountants was not recommended or approved
by the board of directors of the Registrant or the audit committee of the board
of directors of the Registrant, as BDO Seidman, LLP resigned. On a going forward
basis, the Registrant's board of directors will recommend and approve the
engagement of any new accountant.
(iv) During the Registrant's two most fiscal years (the years ended
December 31, 2003 and 2002) and subsequent interim periods (from January 1, 2004
through the date of BDO Seidman, LLP's resignation), there were no disagreements
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to BDO Seidman, LLP's satisfaction, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports. During the Registrant's two most fiscal years (the years ended December
31, 2003 and 2002) and subsequent interim periods (from January 1, 2004 through
the date of BDO Seidman, LLP's resignation), BDO Seidman, LLP did not advise the
Registrant of any of the matters identified in paragraph (a)(1)(iv) of Item 304
of Regulation S-B.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit Description Location
Exhibit 99.1 Consent Letter dated February 4, 2005 Provided herewith
from BDO Seidman, LLP
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.
Date: February 4, 2005 VERTICAL COMPUTER SYSTEMS, INC.
By: /s/ Richard Wade
Name: Richard Wade
Title: President and Chief Executive Officer