SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 February 4, 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. (b) New Independent Accountants On February 2, 2005, Vertical Computer Systems, Inc. (the "Registrant") engaged Weaver and Tidwell, L.L.P. ("Weaver and Tidwell") as its principal accountant to audit the Registrant's financial statements. The Registrant did not consult Weaver and Tidwell on any matters described in paragraph (a)(2)(i) or (ii) of Item 304 of Regulation S-B during the Registrant's two most recent fiscal years or any subsequent interim period prior to engaging Weaver and Tidwell. 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