Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 0-28685

VERTICAL COMPUTER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0393635
(State of incorporation)	(I.R.S. Employer Identification No.)

101 West Renner Road, Suite 300

Richardson, TX 75082

(Address of principal executive offices)

(972) 437-5200

(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):

Yes ¨ No x

As of November 18, 2014, the issuer had 999,735,151 shares of common stock, par value $0.00001, issued and outstanding.

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Vertical Computer Systems, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	September 30,		December 31,
	2014		2013
Assets
Current assets
Cash	$	15,919	$	162,709
Accounts receivable, net of allowance for bad debts of $55,698 and $83,326		147,515		562,831
Prepaid expenses and other current assets		110,498		87,930
Total current assets		273,932		813,470

Property and equipment, net of accumulated depreciation of $1,029,249 and $1,028,102		26,947		22,596
Intangible assets, net of accumulated amortization of $291,516 and $259,835		680,819		992,996
Deposits and other		28,938		31,520

Total assets	$	1,010,636	$	1,860,582

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	10,509,141	$	9,763,921
Accounts payable to related parties		23,594		23,594
Bank overdraft		35,406		1,928
Deferred revenue		1,971,879		2,317,989
Derivative liability		68,959		263,340
Convertible debenture		30,000		30,000
Current portion - notes payable		3,110,582		3,006,561
Current portion - notes payable to related parties		348,666		344,158
Total current liabilities		16,098,227		15,751,491

Non-current portion – notes payable		1,371,791		1,505,951

Total liabilities		17,470,018		17,257,442

See accompanying notes to the unaudited consolidated financial statements.

(Continued on next page)

Vertical Computer Systems, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(Continued from previous page)

	September 30,			December 31,
	2014			2013
Series A 4% Convertible Cumulative Preferred stock; $0.001 par value; 250,000 shares authorized; 48,500 shares issued and outstanding		9,700,000			9,700,000
Series B 10% Convertible Cumulative Preferred stock; $0.001 Par Value; 375,000 shares authorized; 7,200 shares issued and outstanding		246			246
Series C 4% Convertible Cumulative Preferred stock; $100.00 par value; 200,000 shares authorized; 50,000 shares issued and outstanding		200,926			200,926
Series D 15% Convertible Cumulative Preferred stock; $0.001 Par Value; 300,000 shares authorized; 25,000 shares issued and outstanding		852			852
		9,902,024			9,902,024

Stockholders' Deficit
Common Stock; $.00001 par value; 1,000,000,000 shares authorized 999,735,151 and 998,985,151 issued and outstanding as of September 30, 2014 and December 31, 2013		9,998			9,990
Additional paid-in-capital		19,433,931			19,420,513
Accumulated deficit		(46,973,714	)		(45,691,721	)
Accumulated other comprehensive income – foreign currency translation		57,008			(118,548	)

Total Vertical Computer Systems, Inc. stockholders’ deficit		(27,472,777	)		(26,379,766	)

Noncontrolling interest		1,111,371			1,080,882
Total stockholders’ deficit		(26,361,406	)		(25,298,884	)

Total liabilities and stockholders' deficit	$	1,010,636		$	1,860,582

See accompanying notes to the unaudited consolidated financial statements.

Vertical Computer Systems, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues
Licensing and software	$	180		$	-		$	2,600,360		$	72,720
Software maintenance		873,723			1,069,785			2,871,790			3,285,985
Cloud-based offering		92,437			83,418			299,047			305,229
Consulting services		93,028			72,191			301,860			310,959
Other		13,955			13,485			46,535			62,425
Total revenues		1,073,323			1,238,879			6,119,592			4,037,318

Cost of revenues		406,235			585,905			1,603,718			1,883,179

Gross profit		667,088			652,974			4,515,874			2,154,139

Operating expenses:
Selling, general and administrative expenses		1,095,077			902,021			4,423,627			2,454,731
Depreciation and amortization		10,798			13,130			34,163			40,403
Impairment of software costs		193,293			-			579,204			-
Total operating expenses		1,299,168			915,151			5,036,994			2,495,134

Operating loss		(632,080	)		(262,177	)		(521,120	)		(340,995	)

Other income (expense):
Interest Income		1			35			17			46
Gain (Loss) on derivative liability		88,786			(76,355	)		194,381			(82,905	)
Forbearance fees		(94,568	)		(109,500	)		(256,170	)		(129,825	)
Interest expense		(222,230	)		(217,186	)		(668,662	)		(522,949	)

Net loss		(860,091	)		(665,183	)		(1,251,554	)		(1,076,628	)
Net income (loss) attributable to noncontrolling interest		21,620			50,987			(30,439	)		98,604
Net loss attributable to Vertical Computer Systems, Inc.		(838,471	)		(614,196	)		(1,281,993	)		(978,024	)
Dividends applicable to preferred stock		(147,000	)		(147,000	)		(441,000	)		(441,000	)

Net loss available to common stockholders	$	(985,471	)	$	(761,196	)	$	(1,722,993	)	$	(1,419,024	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		999,535,151			997,843,847			999,382,952			998,116,835

Comprehensive loss
Net loss	$	(860,091	)	$	(665,183	)	$	(1,251,554	)	$	(1,076,628	)
Translation adjustments		22,890			(46,906	)		175,556			65,933
Comprehensive loss		(837,201	)		(712,089	)		(1,075,998	)		(1,010,695	)
Comprehensive income (loss) attributable to noncontrolling interest		21,620			50,987			(30,439	)		98,604
Comprehensive loss attributable to Vertical Computer Systems, Inc.	$	(815,581	)	$	(661,102	)	$	(1,106,437	)	$	(912,091	)

See accompanying notes to the unaudited consolidated financial statements.

Vertical Computer Systems, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

December 31, 2013 through September 30, 2014

(Unaudited)

					Additional					Other			Non-controlling
	Common Stock				Paid-in		Accumulated			Comprehensive			Controlling
	Shares		Amount		Capital		Deficit			Income			Interest		Total

Balances at December 31, 2013		998,985,151	$	9,990	$	19,420,513	$	(45,691,721	)	$	(118,548	)	$	1,080,882	$	(25,298,884	)

Shares issued for stock compensation that was previously accrued		550,000		6		10,220		-			-			-		10,226

Shares issued for stock compensation		200,000		2		3,198		-			-			-		3,200

Other comprehensive income translation adjustment		-		-		-		-			175,556			50		175,606

Net income (loss)		-		-		-		(1,281,993	)		-			30,439		(1,251,554	)

Balances at September 30, 2014		999,735,151	$	9,998	$	19,433,931	$	(46,973,714	)	$	57,008		$	1,111,371	$	(26,361,406	)

See accompanying notes to the unaudited consolidated financial statements.

Vertical Computer Systems, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2014			2013

Cash flows from operating activities
Net loss	$	(1,251,554	)	$	(1,076,628	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		34,163			40,403
Amortization of debt discounts		-			16,646
Common shares issued for stock compensation		3,200			-
Forbearance fees paid with common stock		-			47,000
Impairment of software development costs		579,204			-
Loss on derivatives		(194,381	)		82,905
Changes in operating assets and liabilities:
Accounts receivable		415,316			228,846
Prepaid expenses and other assets		(19,986	)		8,533
Accounts payable and accrued liabilities		755,446			1,175,970
Deferred revenue		(346,110	)		(790,899	)
Net cash used in operating activities		(24,702	)		(267,224	)

Cash flow from investing activities:
Software development		(298,523	)		(95,978	)
Purchase of property and equipment		(6,804	)		(6,573	)
Net cash used in investing activities		(305,327	)		(102,551	)

Cash flows from financing activities:
Borrowings on notes payable		331,282			2,059,150
Payments of notes payable		(361,345	)		(1,470,192	)
Borrowings on related party debt		25,500			-
Payments on related party debt		(20,992	)		(381,583	)
Bank overdraft		33,478			10,871
Net cash provided by financing activities		7,923			218,246

Effect of changes in exchange rates on cash		175,316			65,933

Net change in cash and cash equivalents		(146,790	)		(85,596	)
Cash and cash equivalents, beginning of period		162,709			111,851
Cash and cash equivalents, end of period	$	15,919		$	26,255

Supplemental disclosures of cash flow information:
Cash paid for interest	$	205,463		$	223,624

Non-cash investing and financing activities:
Adjustment to debt principal due to reapplication of payments	$	-		$	4,061
Common shares issued for accrued stock compensation		10,226			10,226
Common shares cancelled		-			25
Common shares issued with debt		-			19,700
Loan commitment fees accrued		-			5,000

See accompanying notes to unaudited consolidated financial statements.

VERTICAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Organization, Basis of Presentation and Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements of Vertical Computer Systems, Inc. (‘we”, “our”, the “Company” or “Vertical”) have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Vertical’s annual report on Form 10-K for the year ended December 31, 2013. The consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, “our”, “we”, the “Company” or “VCSY”, as applicable). Vertical’s subsidiaries which currently maintain daily business operations are NOW Solutions, a 75% owned subsidiary, and SnAPPnet, Inc. (“SnAPPnet, Inc.”), a wholly-owned subsidiary of Vertical. Vertical’s subsidiaries which have minimal operations are Vertical do Brasil, Taladin, Inc. (“Taladin"), OptVision Research, Inc. (“OptVision”), Vertical Healthcare Solutions, Inc., each a wholly-owned subsidiary of Vertical, as well as Priority Time Systems, Inc. (“Priority Time”) a 90% owned subsidiary, and Government Internet Systems, Inc. (“GIS”), an 84.5% owned subsidiary, Vertical’s subsidiaries which are inactive include EnFacet, Inc. (“ENF”), Globalfare.com, Inc. (“GFI”), Pointmail.com, Inc. (“PMI”) and Vertical Internet Solutions, Inc. (“VIS”), each of which is a wholly-owned subsidiary of Vertical. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the 2013 annual report on Form 10-K have been omitted.

Earnings per share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock and convertible debentures is computed using the if-converted method, which assumes conversion at the beginning of the year.

For the nine months ended September 30, 2014 and 2013, common stock equivalents related to the convertible debentures, convertible debt and preferred stock and stock derivative liability were not included in the calculation of the diluted earnings per share as their effect would be anti-dilutive.

Reclassifications

Certain reclassifications have been made to the prior periods to conform to the current period presentation.

Capitalized Software Costs

Software costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Thereafter, all software development costs are capitalized until the point that the product is ready for sale, and are subsequently reported at the lower of unamortized cost or net realizable value. The Company considers annual amortization of capitalized software costs based on the ratio of current year revenues by product to the total estimated revenues by the product, subject to an annual minimum based on straight-line amortization over the product’s estimated economic useful life, not to exceed five years. The Company periodically reviews capitalized software costs for impairment where the fair value is less than the carrying value.

During the nine months ended September 30, 2014, the Company capitalized an aggregate of $298,523 related to software development and the Company recorded impairment of $579,204 on previously capitalized software development costs.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows.

Note 2. Going Concern

The accompanying unaudited consolidated financial statements for the nine months ended September 30, 2014 and 2013 have been prepared assuming that we will continue as a going concern, and accordingly realize our assets and satisfy our liabilities in the normal course of business.

The carrying amounts of assets and liabilities presented in the consolidated financial statements do not purport to represent realizable or settlement values. As of September 30, 2014, we had negative working capital of approximately $15.8 million and defaulted on several of our debt obligations. These conditions raise substantial doubt about our ability to continue as a going concern.

Our management is continuing its efforts to attempt to secure funds through equity and/or debt instruments for our operations, expansion and possible acquisitions, mergers, joint ventures, and/or other business combinations. The Company will require additional funds to pay down its liabilities, as well as finance its expansion plans consistent with anticipated changes in operations and infrastructure. However, there can be no assurance that the Company will be able to secure additional funds and that if such funds are available, whether the terms or conditions would be acceptable to the Company and whether the Company will be able to turn into a profitable position and generate positive operating cash flow. The consolidated financial statements contain no adjustment for the outcome of this uncertainty.

Note 3. Notes Payable

The following table reflects our third party debt activity, including our convertible debt, for the nine months ended September 30, 2014:

December 31, 2013	$	4,542,512
Repayments of third party notes		(361,345	)
Borrowings from third parties		331,282
Currency translation		(76	)
September 30, 2014	$	4,512,373

On January 9, 2013, NOW Solutions completed a financing transaction in the aggregate amount of $1,759,150, which amount was utilized to pay off existing indebtedness of the Company and NOW Solutions to Tara Financial Services and Robert Farias, a former employee of the Company and all security interests granted to Tara Financial Services and Robert Farias were cancelled.

In connection with this financing, the Company and several of its subsidiaries entered into a loan agreement (the “Loan Agreement”), dated as of January 9, 2013 with Lakeshore Investment, LLC (“Lakeshore”) under which NOW Solutions issued a secured 10-year promissory note (the “Lakeshore Note”) bearing interest at 11% per annum to Lakeshore in the amount of $1,759,150. The Lakeshore Note contains provisions requiring additional principal reductions in the event sales by NOW Solutions exceed certain financial thresholds. Upon the payment of any prepayment principal amounts, the monthly installment payments shall be adjusted proportionately on an amortized pro rata basis. The Lakeshore Note is currently payable in equal monthly installments of $22,987 until January 31, 2022.

The Lakeshore Note is secured by the assets of the Company’s subsidiaries, NOW Solutions, Priority Time, SnAPPnet, Inc. and the Company’s SiteFlash technology and cross-collateralized. Upon the aggregate principal payment of $290,000 toward the Lakeshore Note, the Company has the option to have Lakeshore release either the Priority Time collateral or the SiteFlash collateral. Upon payment of the aggregate principal $590,000 toward the Lakeshore Note, Lakeshore shall release either the Priority Time collateral or the SiteFlash collateral (whichever is remaining). Upon payment of the aggregate principal $890,000 toward the Lakeshore Note, Lakeshore shall release the SnAPPnet collateral and upon full payment of the Lakeshore Note, Lakeshore shall release the NOW Solutions collateral.

As additional consideration for the loan, the Company granted a 5% interest in Net Claim Proceeds (less any attorney’s fees and direct costs) from any litigation or settlement proceeds related to the SiteFlash technology to Lakeshore. In addition, until the Note is paid in full, NOW Solutions agreed to pay a Lakeshore royalty of 6% of its annual gross revenues in excess of $5 million dollars up to a maximum of $1,759,150.

Pursuant to the Loan Agreement, as amended, the Company also agreed to make certain principal payments toward the Lakeshore Note of (a) $90,000 by February 15, 2013, which was secured by 15% interest in the Company’s ownership of Priority Time and this payment was timely made to Lakeshore and (b) $600,000 by March 15, 2013, which was secured by 25% of the Company’s ownership interest in NOW Solutions and this payment was not made to Lakeshore. As of September 30, 2013, the common shares of NOW Solutions representing a 25% ownership interest in NOW Solutions were in Lakeshore’s possession, but Lakeshore had not taken action to transfer the shares in Lakeshore’s name due to forbearance agreements that have been entered into between March and August 2013. In connection with these forbearance agreements, the Company increased the 5% interest in Net Claim Proceeds to an 8% interest, paid a $100,000 transaction fee and made other payments including the issuance of 1,000,000 common shares valued at $47,000 and $5,000 weekly payments whereby such $5,000 payments are to be applied toward a bonus of 25% of NOW Solutions’ profits for the period that runs from March 15, 2013 through September 30, 2013. The aggregate forbearance fees paid to Lakeshore for the year ended December 31, 2013 were $327,867. The last forbearance agreement expired on September 30, 2013 and on October 1, 2013, Lakeshore became a 25% minority owner of NOW Solutions. While there was an October 1, 2013 amendment to the Loan Agreement that the Company believed was in effect, whereby shares of common stock representing a 25% ownership interest of NOW Solutions (the “NOW shares”) in Lakeshore’s possession were to be returned to the Company, certain terms of the amendment were not fulfilled, resulting in the Company recognizing Lakeshore as the owner of the NOW Shares. The Company is currently in discussions with Lakeshore to work out terms under which the Company can buy back the NOW Shares. On October 10, 2014, the Company and NOW Solutions received a notice of default from Lakeshore concerning the Lakeshore Note.

In April 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $150,000. Pursuant to the loan agreement, Vertical issued a promissory note in the principal amount of $150,000 bearing interest at 12% per annum and due by May 15, 2014. In connection with the loan, the company was obligated to pay a commitment fee of $14,500 and other payments totaling $43,500 owed to the lender under previous contractual obligations with the lender by May 15, 2014. All amounts due under this loan agreement have been repaid.

In May 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $81,282. Pursuant to the loan agreement, Vertical issued a promissory note in the principal amount of $81,282, bearing interest at 12% per annum and due by May 31, 2014. In connection with the loan, the company was obligated to pay a commitment fee of $7,500 and other payments totaling $95,500 owed to the lender under previous contractual obligations with the lender by May 31, 2014. All amounts due under this loan agreement have been repaid.

In April 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $30,000. Pursuant to the loan agreement, Vertical agreed to pay a commitment fee of $1,500 and issued a promissory note in the principal amount of $30,000 bearing interest at 11% per annum and due in ninety days. The note and commitment fee have not been paid.

In August 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $50,000. Pursuant to the loan agreement, Vertical agreed to pay a commitment fee of $2,000 and issued a promissory note in the principal amount of $50,000 bearing interest at 18% per annum and due November 9, 2014. The note and commitment fee have not been paid.

In September 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $20,000. Pursuant to the loan agreement, Vertical issued a promissory note in the principal amount of $20,000, bearing interest at 11% per annum and due on demand.

During the nine months ended September 30, 2014 and 2013, the Company made interest payments of $184,313 and $223,624 on third party debt, respectively.

Please see “Subsequent Events” in Note 9, for details on events after the period covered by this Report.

Note 4. Derivative Liability and Fair Value Measurements

Derivative liability

During 2008, one of our officers pledged 3,000,000 shares of common stock (through a company he controls) to secure the debt owed to a third party lender. In connection with the pledge of stock, we signed an agreement to replace these shares within one year. Subsequent to this agreement, 1,309,983 shares of this stock were sold to satisfy the debt owed to the lender.

In August 2013, an officer of the Company transferred 1,000,000 shares of common stock owned by him to our senior secured lenders in connection with an option and forbearance. In connection with the transfer of the stock, the Company signed an agreement to replace these shares. The initial fair value of these shares was determined to be $47,000 as of August 28, 2013.

In October 2013, one of our officers transferred 1,000,000 shares of common stock (through a company he controls) on behalf of the Company to a third party lender in consideration of a $100,000 loan made to the Company. In connection with the transfer of the stock, the Company signed an agreement to replace these shares. The initial fair value of these shares was determined to be $85,000 as of October 31, 2013.

In December 2013, a note payable secured by 1,000,000 shares of common stock pledged by an officer of the company (through a company he controls) to secure payment of a $50,000 loan by a third party lender to the Company became past due. In connection with the pledge of stock, we are obligated to replace these shares if the shares were transferred to the lender. This note is currently in default and therefore these shares have been classified as a derivative liability as of December 31, 2013. As the Company does not have sufficient authorized stock to issue these shares, they were recorded as derivative liabilities. The initial fair value of these shares was determined to be $72,000 as of December 9, 2013.

These contractual commitments to replace all of the pledged shares was evaluated under FASB ASC 815-40, Derivatives and Hedging and was determined to have characteristics of a liability and therefore constituted a derivative liability under the above guidance. Each reporting period, this derivative liability is marked-to-market with the non-cash gain or loss recorded in the period as a gain or loss on derivatives. At September 30, 2014 and December 31, 2013, the aggregate fair value of the derivative liabilities was $68,959 and $263,340.

The aggregate change in the fair value of derivative liabilities resulted in a gain of $194,381 and a loss of $82,905 for the nine months ended September 30, 2014 and 2013, respectively.

The valuation of our embedded derivatives is determined by using the VCSY stock price at September 30, 2014 and December 31, 2013. As such, our derivative liabilities have been classified as Level 1.

Fair value measurements

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2014 and December 31, 2013:

	Fair value measurements on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2014:
Liabilities
Stock derivative – 4,309,983 shares	$	68,959	$	-	$	-

As of December 31, 2013:
Liabilities
Stock derivative – 4,309,983 shares	$	263,340	$	-	$	-

The estimated fair value of short-term financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities and deferred revenue approximates their carrying value due to their short-term nature. The estimated fair value of our long-term borrowings approximates carrying value since the related rates of interest approximate current market rates.

Note 5. Common and Preferred Stock Transactions

During the nine months ended September 30, 2014, 550,000 common shares granted to employees of the Company and a consultant of the Company vested. Stock compensation that was previously accrued totaling $10,226 was reclassified from accrued liabilities to stockholders’ equity associated with these shares vested.

During the nine months ended September 30, 2014, the Company granted 200,000 common shares to an employee of the Company. The shares vested immediately upon grant and the fair value of the shares was determined to be $3,200. The fair value was expensed in full during the nine months ended September 30, 2014.

As of September 30, 2014, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding shares of preferred stock which are convertible into the shares of common stock indicated below and a contractual commitment to issue the shares of common stock indicated below:

	999,735,151			Common Stock Granted and Outstanding
	4,309,983			Common Shares Company Is Obligated to Reimburse to officers of the Company for pledged shares sold and transferred on the Company’s behalf
	24,250,000			Common Shares convertible from Preferred Series A Stock (48,500 shares outstanding)
	27,274			Common Shares convertible from Preferred Series B Stock (7,200 shares outstanding)
	5,000,000			Common Shares convertible from Preferred Series C Stock (50,000 shares outstanding)
	94,700			Common Shares convertible from Preferred Series D Stock (25,000 shares outstanding)
	1,033,417,108			Total Common Shares Outstanding and Accounted For/Reserved

In addition, the Company has $30,000 in an outstanding convertible debenture that had been issued to a third party.

Accordingly, given the fact that the Company currently has 1,000,000,000 shares of common stock authorized, the Company could exceed its authorized shares of common stock by approximately 34,000,000 shares if all of the financial instruments described in the table above were exercised or converted into shares of common stock (which does not include the shares that would be converted from the $30,000 outstanding debenture noted above).

We have evaluated our convertible cumulative preferred stock under the guidance set out in FASB ASC 470-20 and have accordingly classified these shares as temporary equity in the consolidated balance sheets.

Note 6. Stock Options, Warrants and Restricted Stock Awards

Stock Options and Warrants

There are currently no outstanding common stock options or warrants.

Restricted Stock

A summary of the activity of the restricted stock for the nine months ended September 30, 2014 is shown below.

	Shares			Weighted Average Grant- Date Fair Value
Non Vested Balance at December 31, 2013		550,000		$	0.0186
Granted		200,000			0.0160
Vested		(750,000	)		0.0179
Forfeited/Cancelled		-			-
Non Vested Balance at September 30, 2014		-		$	-

As of September 30, 2014, there were no unrecognized compensation costs related to stock awards.

Note 7. Related Party Transactions

The following table reflects our related party debt activity for the nine months ended September 30, 2014:

December 31, 2013	$	344,158
Borrowings from related party notes		25,500
Repayments of related party notes		(20,992	)
September 30, 2014	$	348,666

During the nine months ended September 30, 2014, the Company borrowed $25,500 from an employee of the Company. The note is unsecured, bears interest at 11% per annum and is due on demand.

As of September 30, 2014 and December 31, 2013, the Company had accounts payable to two employees in an aggregate amount of $23,594. The payables are unsecured bearing and due on demand.

Note 8. Legal Proceedings

We are involved in the following ongoing legal matters:

On November 18, 2009, we sued InfiniTek Corporation (“InfiniTek”) in the Texas State District Court in Fort Worth, Texas for breach of contract and other claims (the “Texas Action”) seeking equitable relief and unspecified damages when a dispute between the Company and InfiniTek was not resolved. All agreements with InfiniTek have been cancelled. On January 15, 2010, InfiniTek filed a counter-claim for non-payment of amounts billed. InfiniTek claimed it was owed $195,000 plus lost opportunity costs of not less than $220,000.

On April 7, 2010, we were served with a lawsuit filed by InfiniTek in the California Superior Court in Riverside, California seeking damages in excess of $76,303 for breach of contract and lost profit (the “California Action”). This lawsuit related to one of the causes of action and the same set of underlying facts, as those in the Texas legal action. On May 7, 2010, we filed a motion to dismiss this action. On July 14, 2010, the court denied our motion. On August 13, 2010, we filed an answer to InfiniTek’s complaint, including a denial and affirmative defenses.

On December 31, 2011, the Company and InfiniTek entered into a settlement agreement whereby the Texas Action and the California Action were both dismissed. Pursuant to the terms of the settlement agreement, Vertical agreed to pay InfiniTek $82,500 in three equal installments with the last payment due by or before August 5, 2012. Upon full payment, InfiniTek shall transfer and assign ownership of the NAVPath software developed by InfiniTek for use with NOW Solutions emPath® software application and Microsoft Dynamics NAV (formerly Navision) business solution platform. The amounts in dispute were included in our accounts payable and accrued liabilities and have been adjusted to the settlement amount of $82,500 at December 31, 2011. The Company has made $37,500 in payments due under the settlement agreement as of November 16, 2012 and each party is alleging the other party is in breach of the settlement agreement. We are currently seeking to resolve all disputes with InfiniTek.

On November 15, 2010, we filed a lawsuit in the Federal District Court for the Eastern District of Texas (the “Vertical Action”) against Interwoven, Inc. ("Interwoven"), LG Electronics MobileComm U.S.A., Inc., LG Electronics, Inc., Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (collectively, the "Defendants"). We sued the Defendants for patent infringement claims under United States Patent No. 6,826,744 (“System and Method for Generating Web Sites in an Arbitrary Object Framework”) and United States Patent No. 7,716,629 (“System and Method for Generating Web Sites in an Arbitrary Object Framework”) (collectively the “the Patents-in-Suit”), both of which are owned by the Company. We seek an award of monetary damages and other relief. The case is styled Vertical Computer Systems, Inc. v Interwoven, Inc., LG Electronics Mobilecomm U.S.A., Inc., No. 2:10-CV-00490.

On November 17, 2010, we were served with a lawsuit filed on October 14, 2010 by Interwoven in the United States District Court for the Northern District of California (the “Interwoven Action”). This lawsuit was instituted as a complaint for declaratory judgment, in which Interwoven requested that the court find that no valid and enforceable claim of either of the two patents referenced above has been infringed by Interwoven. The case is styled Interwoven, Inc. v Vertical Computer Systems, Inc. No. 3:10-CV-4645-RS.

On January 11, 2011, Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (“Samsung”) filed a lawsuit in the United States District Court for the Northern District of California seeking to consolidate its lawsuit with the Interwoven Action. This case is styled Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc., v. Vertical Computer Systems, Inc., No. 3:11-CV-00189-RS.

On May 2, 2011, the United States District Court for the Northern District of California denied Vertical’s renewed motion to transfer the Interwoven Action to the Eastern District of Texas and granted Vertical's motion to transfer the lawsuit filed by Samsung in the Northern District of California to the Eastern district in Texas. On May 11, 2011, the United States District Court for the Eastern District of Texas granted Interwoven’s motion to transfer the case to the Northern District of California with respect to Interwoven and denied Samsung’s motion to transfer its case to the Northern district.

On December 30, 2011, the United States District Court for the Northern District of California issued a claims construction order in the Interwoven Action concerning the terms found in the claims of the Patents-in-Suit.

On October 12, 2012, the United States Patent and Trademark Office (“USPTO”) issued an ex parte reexamination certificate of United States Patent No. 7,716,629. In the ex parte reexamination certificate, Claims 21-36, 29, 30, and 32 were confirmed; Claims 1, 8, 11, 13, 28 and 31 were determined to be patentable as amended, Claims 2-6, 9, 10, 12, 14-17, 19 and 20, which were dependent on an amended claim, were determined to be patentable, and claims 7, 18 and 27 were not reexamined.

On October 25, 2012, the USPTO notified the Company of its intent to issue an ex parte reexamination certificate concerning the ex parte reexamination of United States Patent No. 6,826,744. In the notice of intent to issue ex parte reexamination certificate, the USPTO notified that the prosecution on the merits is closed in this ex parte reexamination proceeding and indicated that Claims 6, 8, 19, 22, 30, 32, 41, 44, 50, 51 were confirmed; Claims 1 and 26 were cancelled; Claims 12-17, 20, 34-39, 42 and 43 are not subject to reexamination; newly presented Claims 54-57 are patentable and continuation of patent claims amended: 2-5, 7, 9-11, 18, 21, 23-25, 27-29, 31, 33, 40, 45-49, 52 and 53.

On January 4, 2013, the United States District Court for the Northern District of California in the Interwoven Action denied Interwoven’s motion for summary judgment for unenforceability and invalidity of the Patents-in-Suit in its entirety.

On July 17, 2013, the United States District Court for the Northern District of California in the Interwoven Action ruled on Interwoven’s motion for summary judgment with respect to infringement and damages concerning the Patents-in-Suit. The court denied Interwoven’s motion for summary judgment on the issue of direct infringement and granted summary judgment in favor of Interwoven with respect to infringement on the doctrine of equivalents and with respect to indirect infringement. The court also granted in part and denied in part Interwoven’s motion to exclude certain expert witness testimony.

On September 16, 2013, the United States District Court for the Eastern District of Texas issued a claims construction order in the Vertical Action concerning the terms found in the claims of the Patents-in-Suit. On December 12, the Company settled the patent infringement claim that the Company initiated in federal court against LG. Pursuant to the confidential settlement agreement, the Company has granted to LG a non-exclusive, fully paid-up license under the two patents (“Patents-in-Suit”) with any continuation patents of the Patents-in-Suit and any other continuation patents with the same priority claim as the Patents-in-Suit.

On December 12, 2013, the Company settled its patent infringement claim against LG Electronics. Pursuant to the confidential settlement agreement, the Company granted to LG Electronics a non-exclusive, fully paid-up license under the Patents-in-Suit which were the subject of the legal proceeding. The litigation concerning the Patents-in-Suit with LG has been resolved.

On March 20, 2014, the Company settled the patent infringement claim that the Company initiated in federal court against Samsung. Pursuant to the confidential settlement agreement, the Company has granted to Samsung a non-exclusive, fully paid-up license under the Patents-in-Suit with any continuation patents of the Patents-in-Suit and any other patents with the same priority claim as the Patents-in-Suit. The litigation concerning the Patents-in-Suit with Samsung has been resolved.

On May 8, 2014, the Company settled the patent infringement claim that the Company initiated in federal court against Interwoven. Pursuant to the confidential settlement agreement, the Company has granted to Interwoven and its subsidiaries, affiliates and parent companies (which include Autonomy Corporation PLC and Hewlett-Packard Company, Inc.), a non-exclusive, fully paid-up license to the Patents-in-Suit with any continuation patents of the Patents-in-Suit and any other patents with the same priority claim as the Patents-in-Suit. The Interwoven Action has been resolved.

On July 8, 2011, we were served with a lawsuit in the Texas State District Court in Dallas, Texas by Clark Consulting Services, Inc. (“CCS”) for breach of contract and other claims. CCS was seeking damages from us in excess of $133,750 plus attorney’s fees and interest. On August 8, 2011, we filed an answer denying CCS’s claims and setting forth affirmative defenses. In December 2011, the Company and CCS entered into a settlement agreement whereby the lawsuit was dismissed. Pursuant to the terms of the settlement agreement, the Company agreed to pay CCS $134,000, which was to be paid in installment payments. Due to the Company’s failure to make timely payments, an additional $60,000 was added to the outstanding balance. On October 26, 2012, we entered into an agreement under which we agreed to make monthly payments of $5,000 and pay the outstanding balance plus attorney’s fees and costs by February 1, 2013. As of December 31, 2012, the settlement amount of $149,000 has been included in accounts payable and accrued liabilities. During 2013, the parties entered into several agreements to extend the date by which the Company has to pay off the balance of the settlement amount whereby. Under these agreements, the Company agreed to make monthly payments of $10,000 (of which $2,500 of each payment would be applied as late fees) beginning in February 2013 through November 2013 until the outstanding balance has been paid. As of November 18, 2014, all payments have been made and this matter has been resolved.

On October 11 2012, Micro Focus (US), Inc. (“Micro Focus”) filed a lawsuit against NOW Solutions in the United States District Court for the southern division district of Maryland alleging breaches of its contractual obligations under an independent software agreement and copyright infringement. On January 28, 2013, NOW Solutions and Micro Focus entered into a settlement agreement whereby NOW Solutions agreed to pay Micro Focus $420,000, of which $70,000 in installment payments were made with the outstanding balance due on April 30, 2013. In connection with the settlement, the Company entered into a guaranty agreement with Micro Focus concerning NOW Solutions’ obligations under the promissory note. The Company did not make the $375,000 payment due to Micro Focus. On May 15, 2013, Vertical was served with a lawsuit in the Circuit Court for Montgomery County, Maryland by Micro Focus concerning the guaranty by Vertical to Micro Focus concerning NOW Solutions’ failure to make payment of the outstanding balance due under the promissory note. On July 3, 2013, NOW Solutions was served with a lawsuit for a confessed judgment in the Circuit Court for Montgomery County, Maryland by Micro Focus concerning NOW Solutions’ failure to make payment of the outstanding balance due under the promissory note. On January 15, 2014, the Company and NOW Solutions consented to a judgment in the amount of $350,000, plus $36,000 in accrued interest and attorney’s fees in the amount of $80,000, plus accrued interest at the rate of 10% per annum until paid. As of November 18, 2014, all payments have been made and this matter has been resolved.

On February 4, 2014, Victor Weber filed a lawsuit against Vertical, Mountain Reservoir Corporation (“MRC”), and Richard Wade in the District Court of Clark County, Nevada for failure to make payment of the outstanding balance due under a $275,000 promissory note issued by Vertical to Mr. Weber. The plaintiff seeks payment of the principal balance due under the note $275,000, default interest at the rate of 18% per annum, attorney’s fees and court costs, and punitive damages. On July 24 2014, the court granted plaintiff’s motion for summary judgment against defendants. The judgment was filed on September 18, 2014. We are currently seeking to resolve this matter with Mr. Weber. Mr. Wade is the President and CEO of Vertical and the President of MRC. MRC is a corporation controlled by the W5 Family Trust. Mr. Wade is the trustee of the W5 Family Trust.

On October 20, 2014, Michael T. Galvan and Michelle Bates (“Galvan & Bates”) filed a lawsuit in the Court of Chancery in the State of Delaware seeking to have the court compel the Company to hold a shareholder meeting for the purpose of electing all directors of the Company, designating the time and place of a meeting and other details reasonably necessary to hold such a meeting, attorney costs and fees (including reasonable attorney’s fees), and such other relief as the court deems proper. Galvan and Bates are stockholders of the Company. This case is styled Michael T. Galvan and Michelle Bates v. Vertical Computer Systems, Inc., No. 10234.

Note 9. Subsequent Events

In October 2014, the Company and a third party lender entered into a loan agreement under which the lender loaned Vertical $100,000. Pursuant to the loan agreement, Vertical agreed issued a promissory note in the principal amount of $100,000 bearing interest at 11% per annum and due on January 5, 2015. In connection with the loan, the company issued 100,000 shares of Series A Preferred Stock of its subsidiary, OptVision Research, Inc. to the lender.

On October 7, 2014, the United States Patent and Trademark sent a Notice of Allowance for a continuation patent, U.S. Patent 12/77,885 entitled “System and Method for Generating Websites in an Arbitrary Object Framework” to the Company, which is a continuation patent of U.S. Patent No. 7,716,629.

For subsequent events concerning parties we are involved in litigation with, please see “Legal Proceedings” under Note 8.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is a summary of the key factors management considers necessary or useful in reviewing the Company’s results of operations, liquidity and capital resources. The following discussion and analysis should be read together with the accompanying Unaudited Consolidated Financial Statements, and the cautionary statements and risk factors included below in Item 1A of Part II of this Report.

Critical Accounting Policies

Capitalized Software Costs

During the nine months ended September 30, 2014 and 2013, $298,523 and $95,978 of internal costs were capitalized, respectively, and the Company recorded impairment of $579,204 on previously capitalized software development costs during the nine months ended September 30, 2014.

Revenue Recognition

Our revenue recognition policies are in accordance with standards on software revenue recognition, which include guidance on revenue arrangements with multiple deliverables and arrangements that include the right to use of software stored on another entity’s hardware.

In the case of non-software arrangements, we apply the guidance on revenue arrangements with multiple deliverables and wherein multiple elements are allocated to each element based on the element’s relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with our accounting policies described below. If we cannot account for items included in a multiple-element arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the customer.

Consulting. We provide consulting services, primarily implementation and training services, to our clients using a time and materials pricing methodology. The Company prices its delivery of consulting services on a time and materials basis where the customer is either charged an agreed-upon daily rate plus out-of-pocket expenses or an hourly rate plus out-of-pocket expenses. In this case, the Company is paid fees and other amounts generally on a monthly basis or upon the completion of the deliverable service and recognizes revenue as the services are performed.

Software License. We sell concurrent perpetual software licenses to our customers. The license gives the customer the right to use the software without regard to a specific term. We recognize the license revenue upon execution of a contract and delivery of the software, provided the license fee is fixed and determinable, no significant production, modification or customization of the software is required and collection is considered probable by management. When the software license arrangement requires the Company to provide consulting services that are essential to the functionality of the software, the product license revenue is recognized upon the acceptance by the customer and consulting fees are recognized as services are performed.

Software licenses are generally sold as part of a multiple-element arrangement that may include maintenance and, under a separate agreement, consulting services. The consulting services are generally performed by the Company, but the customer may use a third-party to perform the consulting services. We consider these separate agreements as being negotiated as a package. The Company determines whether there is vendor specific objective evidence of fair value (‘‘VSOEFV’’) for each element identified in the arrangement, to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined that services are essential to the functionality of the software being delivered, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s standard pricing list. Evidence of VSOEFV for consulting services is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 18% of the portion of arrangement fees allocated to the software license element.

Maintenance Revenue. In connection with the sale of a software license, a customer may elect to purchase software maintenance services. Most of the customers that purchase software licenses from us also purchase software maintenance services. These maintenance services are typically renewed on an annual basis. We charge an annual maintenance fee, which is typically a percentage of the initial software license fee and may be increased from the prior year amount based on inflation or other agreed upon percentage. The annual maintenance fee generally is paid to the Company at the beginning of the maintenance period, and we recognize these revenues ratably over the term of the related contract.

While most of our customers pay for their annual maintenance at the beginning of the maintenance period, a few customers have payment terms that allow them to pay for their annual maintenance on a quarterly or monthly basis. If the annual maintenance fee is not paid at the beginning of the maintenance period (or at the beginning of the quarter or month for those few maintenance customers), we will ratably recognize the maintenance revenue if management believes the collection of the maintenance fee is imminent. Otherwise, we will defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period.

Cloud-based offering. We have contracted with third parties to provide new and existing customers with hosting facilities providing all infrastructure and allowing us to offer our currently sold software, emPath® and SnAPPnet™, on a service basis. However, a contractual right to take possession of the software license or run it on another party’s hardware is not granted to the customer. We refer to the delivery method to give functionality to new customers utilizing this service as cloud-based. Since the customer is not given contractual right to take possession of the software, the scope of ASC 350-40 does not apply. A customer using cloud-based software can enter into an agreement to purchase a software license at any time. We generate revenue from cloud-based offering as the customer utilizes the software over the Internet.

We will provide consulting services to customers in conjunction with the cloud-based offering. The rate for such service is based on standard hourly or daily billing rates. The consulting revenue is recognized as services are performed. Customers utilizing their own computer to access cloud-based functionality are charged a fee equal to the number of employees paid each month multiplied by an agreed-upon rate per employee. The revenue is recognized as the cloud-based services are rendered each month.

Allowances for Doubtful Accounts

The Company maintains allowances for doubtful accounts, for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We review delinquent accounts at least quarterly to identify potential doubtful accounts, and together with customer follow-up, estimate the amounts of potential losses.

Deferred Taxes

The Company records a valuation allowance to reduce the deferred tax assets to the amount that management believes is more likely than not to be realized in the foreseeable future, based on estimates of foreseeable future taxable income and taking into consideration historical operating information. In the event management estimates that the Company will not be able to realize all or part of its net deferred tax assets in the foreseeable future, a valuation allowance is recorded through a charge to income in the period such determination is made. Likewise, should management estimate that the Company will be able to realize its deferred tax assets in the future in excess of its net recorded assets, an adjustment to reduce the valuation allowance would increase income in the period such determination is made.

Stock-Based Compensation Expense

We account for share-based compensation in accordance with the provisions of share-based payments, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and are recognized as expense over the service period.

Valuation of the Embedded and Warrant Derivatives

The valuation of our embedded derivatives is determined by using the Company’s quoted stock price. An embedded derivative is a derivative instrument that is embedded within another contract, which under a convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with the guidance on derivative instruments, embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability, resulting in a non-cash loss that reduces our earnings and earnings per share. When our stock price declines, we record a non-cash gain, increasing our earnings and earnings per share.

The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on the Company’s financial position, operations or cash flows.

Results of Operations

Three and Nine months ended September 30, 2014 Compared To Three and Nine months ended September 30, 2013

Total Revenues. We had total revenues of $1,073,323 and $1,238,878 for the three months ended September 30, 2014 and 2013, respectively. The decrease in total revenues was $165,555 for the three months ended September 30, 2014 representing a 13.4% decrease compared to the total revenues for the three months ended September 30, 2013. Substantially all of the revenues for the three months ended September 30, 2014 and 2013 were related to the business operations of NOW Solutions. Revenue from SnAPPnet, Inc. was $24,410 or 2.3% of total revenues for the three months ended September 30, 2014 and $21,587 or 1.7% of total revenues for the three months ended September 30, 2013.

Revenues for the three months ended September 30, 2014 and 2013 primarily consist of fees derived from software licenses, consulting services, software maintenance and Cloud-based offerings. There were no new licensing sales of our emPath® product during the third quarter of 2014 or 2013. Software maintenance in the three months ended September 30, 2014 decreased by $196,062 or 18.3% from the same period in the prior year. The revenue decrease in software maintenance is primarily due to non-renewal of maintenance agreements by customers and the effects of unfavorable currency rate changes on our Canadian maintenance revenue. Consulting revenue, in the three months ended September 30, 2014 increased by $20,837 from the same period in the prior year, which represents a 28.9% increase. This increase was due to additional consulting services for version upgrades and enhancements to existing accounts during the third quarter of 2014. Cloud-based revenues were $92,437 for the three months ended September 30, 2014 compared to $83,418 for the same period in the prior year, representing a $9,019 increase or 10.8%. The increase is primarily related to a customer rate adjustment and a customer user base adjustment during 2014. Other revenue in the three months ended September 30, 2014 increased by $471 or 3.5% from the same period in the prior year. Other revenue consists primarily of reimbursable travel expenses, currency gains and losses, and other miscellaneous revenues.

We had total revenues of $6,119,592 and $4,037,318 in the nine months ended September 30, 2014 and 2013, respectively. The increase in total revenues was $2,082,274 for the nine months ended September 30, 2014 representing a 51.6% increase compared to the total revenues for the nine months ended September 30, 2013. Revenue for NOW Solutions was $3,405,751 or 55.7% and revenue for VCSY was $2,600,000 or 42.5% of total revenues for the nine months ended September 30, 2014. Substantially all of the revenues for the nine months ended September 30, 2013 were related to the business operations of NOW Solutions. Revenue from SnAPPnet, Inc. was $113,841 or 1.9% of total revenues for the nine months ended September 30, 2014 and $89,274 or 2.2% of total revenues for the nine months ended September 30, 2013.

Revenues for the nine months ended September 30, 2014 and 2013 primarily consist of fees derived from software licenses, consulting services, software maintenance and Cloud-based offerings. The revenue from new software licenses increased by $2,527,640 compared to that for the nine months ended September 30, 2013 due to new licensing sales of SiteFlash product during 2014. Software maintenance in the nine months ended September 30, 2014 decreased by $414,195 or 12.6% from the same period in the prior year. The revenue decrease in software maintenance is primarily due to non-renewal of maintenance agreements by customers and the effects of unfavorable currency rate changes on our Canadian maintenance revenue. Consulting revenue, in the nine months ended September 30, 2014, decreased by $9,099 from the same period in the prior year, which represents a 2.9% decrease. This decrease was primarily due to effects of unfavorable currency rate changes on our Canadian consulting revenue during the nine months ended September 30, 2014. Cloud-based revenues were $299,047 for the nine months ended September 30, 2014 compared to $305,229 for the same period in the prior year, representing a $6,182 decrease or 2.0%. The decrease is primarily related to effects of unfavorable currency rate changes on our Canadian revenue. Other revenue in the nine months ended September 30, 2014 decreased by $15,890 or 25.5% from the same period in the prior year. Other revenue consists primarily of reimbursable travel expenses, currency gains and losses, and other miscellaneous revenues.

Cost of Revenues. We had direct costs associated with our revenues of $406,235 for the three months ended September 30, 2014, compared to $585,905 for the three months ended September 30, 2013. The decrease in cost of revenues of $179,670 represents a 30.7% decrease. The decrease in direct cost of revenues was primarily due to decreased royalties on third party software licensing, decreased third party hosting fees and decreased payroll costs.

For the nine months ended September 30, 2014, direct costs of revenues were $1,603,718 compared to $1,883,179 for the same period in 2013 resulting in a decrease of $279,461 or 14.8%. The decrease in direct cost of revenues was primarily due to decreased third party hosting fees and decreased payroll costs somewhat offset by increased commissions.

Selling, General and Administrative Expenses. We had selling, general and administrative expenses of $1,095,077 and $902,021 in the three months ended September 30, 2014 and 2013, respectively. The increase of $193,056 is 21.4% more than the same period in 2013. We had increased legal expenses to prosecute patent infringement on the Company’s intellectual property and increased penalties related to delinquent tax payments, somewhat offset by lower payroll and consulting costs.

For the nine months ended September 30, 2014 we had $4,423,627 compared to $2,454,731 for the nine months ended September 30, 2013. The increase of $1,968,896 was 80.2% higher than the same period in 2013. We had increased legal expenses to prosecute patent infringement on the Company’s intellectual property and increased penalties related to delinquent tax payments, somewhat offset by lower payroll costs.

Impairment of Software Costs. During the three and nine months ended September 30, 2014, $193,293 and $579,204, respectively of capitalized software development costs were considered impaired.

Gain (Loss) on Derivative Liability. Derivative liabilities are adjusted each quarter for changes in the market value of the Company’s common stock. The gain on derivative liabilities was $88,786 for the three months ended September 30, 2014 compared to a loss of $76,355 for the same period in 2013. The gain on derivative liabilities was $194,381 for the nine months ended September 30, 2014 compared to a loss of $82,905 for the nine months ended September 30, 2013. The gain for the three months ended and nine months ended September 30, 2014 are related to revaluation of the liability at a lower stock price.

Forbearance Fees. Forbearance fees relate to fees charged by our lenders on loans in default. Forbearance fees for the three months ended September 30, 2014 were $94,568 compared to $109,500 for the three months ended September 30, 2013. The fees are related to our senior secured debt for NOW Solutions. Forbearance fees for the nine months ended September 30, 2014 were $256,170 compared to $129,825 for the nine months ended September 30, 2013. The fees are primarily related to our senior secured debt for NOW Solutions.

Interest Expense. We had interest expense of $222,230 and $217,186 for the three months ended September 30, 2014 and 2013, respectively. Interest expense increased by $5,044 representing an increase of 2.3% compared to the same expense in the three months ended September 30, 2013. The increase was primarily due to increased borrowings in 2013 and higher interest rates on debts in default.

For the nine months ended September 30, 2014, we had interest expense of $668,662 compared to $522,949 for the same period in 2013, representing a $145,713 or 27.9% increase for the period. The increase was primarily due to increased borrowings in 2013 and higher interest rates on debts in default.

Net Income (loss). We had a net loss of $860,091 and $665,183 for the three months ended September 30, 2014 and 2013, respectively. The net loss for the three months ended September 30, 2014 was due to the factors discussed above for revenues, cost of revenues and selling, general and administrative expenses, which essentially gave us an operating loss of $632,080. This loss was increased by impairment of software development costs, forbearance fees and interest expense which was somewhat offset by a gain on derivative liability.

We had a net loss of $1,251,554 and $1,076,628 for the nine months ended September 20, 2014 and 2013, respectively. The net loss was due to the factors discussed above for revenues, cost of revenues and selling, general and administrative expenses, which essentially gave us an operating loss of $521,120. This income was reduced by impairment of software development costs, forbearance fees and interest expense, which was somewhat offset by a gain on derivative liability.

Dividends Applicable to Preferred Stock. We have outstanding Series A 4% convertible cumulative preferred stock that accrues dividends at a rate of 4% on a semi-annual basis. The Company also has outstanding Series C 4% convertible cumulative preferred stock that accrues dividends at a rate of 4% on a quarterly basis. The total dividends applicable to Series A and Series C preferred stock were $147,000 for both the three months ended September 30, 2014 and 2013 and $441,000 for both the nine months ended September 30, 2014 and 2013.

Net Loss Available to Common Stockholders. We had a net loss attributed to common stockholders of $985,471 and $761,196 for the three months ended September 30, 2014 and 2013, respectively. Net loss attributed to common stockholders was due to the factors discussed above.

We had a net loss attributed to common stockholders of $1,722,993 and $1,419,024 for the nine months ended September 30, 2014 and 2013, respectively. Net loss available to common stockholders was due to the factors discussed above.

Net Loss Per Share. We had a net loss per share of $0.00 and $0.00 for the nine months ended September 30, 2014 and 2013, respectively.

Liquidity and Capital Resources

At September 30, 2014, we had non-restricted cash-on-hand of $15,919 compared to $162,709 at December 31, 2013.

Net cash used in operating activities for the nine months ended September 30, 2014 was $24,702 compared to net cash used in operating activities of $267,224 for the nine months ended September 30, 2013.

A large portion of our cash (and revenue) comes from software maintenance. When we bill and collect for software maintenance, we record a liability in deferred revenue and recognize income ratably over the maintenance period. Deferred revenue decreased $346,110 or 14.9% from the balance at December 31, 2013. The decrease was due to a higher number of customers on calendar year maintenance agreements which results in higher deferred revenue in December.

Our accounts receivable trade decreased from $562,831 (net of allowance for bad debts) at December 31, 2013 to $147,515 (net of allowance for bad debts) at September 30, 2014. The decrease is a result of seasonal fluctuations in the timing of billing for software maintenance which typically yields higher receivables in December compared to September.

The accounts payable and accrued liabilities went from $9,763,921 at December 31, 2013 to $10,509,141 at September 30, 2014. The increase is primarily related to accrued payroll tax and penalties and accrued interest. The resulting balance at September 30, 2014 is 71 times more than the balance in accounts receivable. This is one of the reasons why we do not have sufficient funds available to fund our operations and repay our debt obligations under their existing terms, as described below.

We used cash to invest in equipment and the development of software products for the nine months ended September 30, 2014 and September 30, 2013 of $305,327 and $102,551, respectively. Most of the equipment was computer equipment and peripherals for upgraded network servers to increase the productivity of our software developers, and new personal computers for developers, consultants and sales personnel. Software development relates to the development of new products.

For the nine months ended September 30, 2014, we paid $382,337 of principal on notes payable and notes payable to related parties and had $356,782 of new debt funding in the same period. For the nine months ended September 30, 2013, we paid $1,851,775 of principal on notes payable and notes payable to related parties and had $2,059,150 of new debt funding in the same period.

The total change in cash for the nine months ended September 30, 2014 was a decrease of $146,790.

As of the date of the filing of this Report, we do not have sufficient funds available to fund our operations and repay our debt obligations under their existing terms. Therefore, we need to raise additional funds through selling securities, obtaining loans, renegotiating the terms of our existing debt and/or increasing sales with our new products. Our inability to raise such funds or renegotiate the terms of our existing debt will significantly jeopardize our ability to continue operations.

	Balance at		Due in Next Five Years
Contractual Obligations	September 30, 2014		2014		2015		2016		2017		2018+

Notes payable	$	4,831,039	$	3,369,694	$	121,077	$	135,088	$	150,721	$	1,054,459
Convertible debenture		30,000		30,000		-		-		-		-

Operating lease		66,346		23,826		38,297		4,223		-		-
Total	$	4,927,385	$	3,423,520	$	151,374	$	139,311	$	150,721	$	1,054,459

Of the notes payable, the default status is as follows:

	September 30, 2014		December 31, 2013

In default	$	3,195,595	$	3,299,806
Not in default		1,665,444		1,586,864

Total Notes Payable	$	4,861,039	$	4,886,670

During October 2014, the company defaulted one of its outstanding notes payable with a principal balance of $1,495,444 and $1,586,864 as of September 30, 2014 and December 31, 2013, respectively.

The carrying amounts of assets and liabilities presented in the financial statements do not purport to represent realizable or settlement values. We had a net loss of $1,251,554 and $1,076,628 for the nine months ended September 30, 2014 and 2013, respectively and have historically incurred losses. Since December 31, 2009, we have used substantial funds in further developing our product line and in conducting present and new operations, and we need to raise additional funds and/or generate additional revenue through our existing businesses, including the licensing of our intellectual property, to accomplish our objectives. Additionally, at September 30, 2014, we had negative working capital of approximately $15.8 million (although this figure includes deferred revenue of approximately $2.0 million) and have defaulted on several of our debt obligations. These conditions raise substantial doubt about our ability to continue as a going concern.

Our management is continuing its efforts to attempt to secure funds through equity and/or debt instruments for our operations, expansion and possible acquisitions, mergers, joint ventures, and/or other business combinations. We will require additional funds to pay down our liabilities, as well as finance our expansion plans consistent with our anticipated changes in operations and infrastructure. However, there can be no assurance that we will be able to secure additional funds and that if such funds are available, whether the terms or conditions would be acceptable to us and whether we will be able to turn into a profitable position and generate positive operating cash flow. The consolidated financial statements contain no adjustment for the outcome of this uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures

Our management, principally our chief executive officer (who is also currently serving as our Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our management concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s annual report on internal control over financial reporting associated with our business is set forth on Form 10-K for the year ended December 31, 2013, as filed on April 15, 2014.

There have been no material changes in our internal control over financial reporting since our reporting on Form 10-K for the year ended December 31, 2013.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in the following ongoing legal matters:

Item 1A. Risk Factors

A description of the risks associated with our business, financial condition, and results of operations is set forth on Form 10-K for the year ended December 31, 2013, as filed on April 15, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2014, 750,000 common shares granted to employees of the Company and a consultant of the Company, valued at $13,426 vested.

Item 3. Defaults Upon Senior Securities

On October 10, 2014, the Company and NOW Solutions received a notice of default from Lakeshore concerning the Lakeshore Note. The Company is in discussions with Lakeshore to resolve the default. The Lakeshore Note is secured by the assets of the Company’s subsidiaries, NOW Solutions, Priority Time, SnAPPnet, Inc. and the Company’s SiteFlash technology and cross-collateralized. For additional details on the Lakeshore Note and security interests, please see “Notes Payable” in Note 3 of Part I of this Report.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

The following documents are filed as part of this report:

Exhibit No.	Description	Location

31.1	Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 18, 2014	Provided herewith

32.1	Certification of Principal Executive Officer and Principal Accounting Officer Pursuant Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 18, 2014	Provided herewith

101.INS*	XBRL Instance Document	Provided herewith

101.SCH*	XBRL Taxonomy Extension Schema	Provided herewith

101.CAL *	XBRL Taxonomy Extension Calculation Linkbase	Provided herewith

101.DEF*	XBRL Taxonomy Extension Definition Linkbase	Provided herewith

101.LAB*	XBRL Taxonomy Extension Label Linkbase	Provided herewith

101.PRE*	XBRL Taxonomy Extension Presentation Document	Provided herewith

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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, thereunto duly authorized.

	VERTICAL COMPUTER SYSTEMS, INC.

November 18, 2014	By:	/s/ Richard Wade
		Richard Wade
		President and Chief Executive Officer
		(Principal Executive Officer and
		Principal Accounting Officer)

EXHIBIT 31.1

Certification of the Principal Executive Officer and Principal Accounting Officer

I, Richard S. Wade, chief executive officer (principal executive officer and principal accounting officer), certify that:

1. I have reviewed this annual report for the three and nine months ended September 30, 2014 on Form 10-Q of Vertical Computer Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2014	By:	/s/ Richard S. Wade
		Richard S. Wade
		Chief Executive Officer
		(Principal Executive Officer and
		Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vertical Computer Systems, Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard S. Wade, Principal Executive Officer and Principal Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 18, 2014	By:	/s/ Richard S. Wade
		Richard S. Wade
		Chief Executive Officer
		(Principal Executive Officer and
		Principal Accounting Officer)

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Your Recent History