Item 4.01. Changes in Registrant’s Certifying Accountant.

(i)       Effective June 24, 2019, MaloneBailey, LLP (“MaloneBailey”), resigned as the independent certified public accountants of Vertical Computer Systems, Inc. (the “Registrant”). MaloneBailey’s resignation letter was dated June 24, 2019.

(ii)       MaloneBailey’s report on the Registrant’s financial statements for the fiscal year ended December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to audit scope or accounting principles. However, MaloneBailey’s report did include a paragraph regarding the Registrant's ability to continue as a going concern for the fiscal year ended December 31, 2017.

(iii)       The decision to change accountants was not recommended or approved by the board of directors of the Registrant or the audit committee of the board of directors of the Registrant, as MaloneBailey resigned. The Registrant’s board of directors will continue to recommend and approve the engagement of any new accountant.

(iv)       During the Registrant’s two most recent fiscal years (the years ended December 31, 2017 and 2018) and subsequent interim periods (from January 1, 2019 through the date of MaloneBailey’s resignation), there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to MaloneBailey’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. During the Registrant’s two most recent fiscal years (the years ended December 31, 2017 and 2018) and subsequent interim periods (from January 1, 2019 through the date of MaloneBailey’s resignation), MaloneBailey did not advise the Registrant of any of the matters identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-K . except MaloneBailey advised the Registrant that it identified material weaknesses in the Registrant’s internal control over financial reporting, including a lack of internal control over the authorization and approval of expenditures and a lack of a documented policy for the identification, approval and disclosure of related party transactions as well as material weaknesses that have been previously disclosed by management in the Registrant’s Form 10-K for the period ended December 31, 2017, which included an over-reliance upon independent financial reporting consultants for review of critical accounting areas and disclosure of material non-standard transactions, a lack of sufficient segregation of duties, a lack of control procedures that include multiple levels of supervision and review, and consolidation and currency translations are performed manually. The Registrant is in the process of evaluating all material weaknesses that have been identified and, accordingly, will take all appropriate remedial action when reasonably practicable to address these matters.