Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2018 - 5:16PM
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: 09-30-2018
☐
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 and
in computing and quantifying required amounts and disclosures of derivative liabilities and equity transactions related to the
issuance of convertible debentures. Accordingly, the Registrant is unable to file its Form 10-Q on or before the prescribed filing
date. The Registrant expects to file the Form 10-Q within five 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 three months ended September 30, 2018 was approximately $105,000
higher than the three months ended September 30, 2017. The increase in net loss is primarily attributable to a decrease in the
gain on revaluation of derivative liabilities of approximately $273,000 and increased interest expense of approximately $149,000
due to new borrowings and default interest on loans in default. This increase was partially offset by an increase in gross profit
of approximately $35,000, a decrease in non-cash stock compensation of approximately $166,000, a decrease in salary expense of
approximately $50,000 and bad debt recoveries of approximately $53,000
Estimated
net loss before non-controlling interest and income taxes for the nine months ended September 30, 2018 was approximately $98,000
higher than the three months ended September 30, 2017. The increase in net loss is primarily attributable to a decrease in the
gain on revaluation of derivative liabilities of approximately $796,000 and increased interest expense of approximately $39,000
due to new borrowings and default interest on loans in default and increased penalties of approximately $126,000. This increase
was partially offset by an increase in gross profit of approximately $278,000 and a decrease in selling, general and administrative
expenses of approximately $569,000.
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.
November
14, 2018
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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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