Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2017 - 3:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(
Check One
): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K Form
10-Q ☐ Form 10-D ☐ Form N-SAR
☐ Form N-CSR
For Period Ended: 12-31-2016
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to
a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I-- REGISTRANT INFORMATION
Vertical Computer Systems, Inc.
Full Name of Registrant
Scientific Fuel Technologies, Inc.
Former Name if Applicable
101 West Renner Road, Suite 300
Address of Principal Executive Office (Street
and Number)
Richardson, TX 75082
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
☒
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable
detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant has experienced delays in resolving
issues material to the Registrant’s consolidated financial statements. Accordingly, the Registrant is unable to file its
Form 10-K on or before the prescribed filing date. The Registrant expects to file the Form 10-K within fifteen days after the prescribed
filing date.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to
contact in regard to this notification
Richard Wade
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(972) 437-5200
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(Name)
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(Area Code) (Telephone Number)
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(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). ☒ Yes ☐ No
(3) Is it anticipated that any significant
change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof? ☒ Yes ☐ No
Estimated net loss before non-controlling
interest and income taxes for the year ended December 31, 2016 was approximately $2.2 million higher than the year ended December
31, 2015. The increase is primarily attributable to a decrease of approximately $400,000 in revenues, an increase in selling, general
and administrative expenses primarily related to non-cash stock compensation to employees and contractors of approximately $600,000,
a non-cash impairment of software development costs related to Ploinks™ of approximately $1.4 million, and an increase in
interest expense of approximately $1.2 million that was primarily related to non-cash discounts computed on convertible debt. These
increases were partially offset by a $1 million decrease in debt forbearance costs and a $400,000 decrease in debt extinguishment
costs.
Vertical Computer Systems, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
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March 31, 2017
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By:
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/s/ Richard Wade
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Richard Wade,
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President
and Chief Executive Officer
(Principal Executive Officer and Principal Accounting Officer)
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