Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2017 - 4:01PM
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: 09-30-2017
☐
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 computing and quantifying required amounts and disclosures of derivative liabilities related
to the issuance and extensions 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)
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437-5200
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(Name)
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(Area Code)
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(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 nine months ended September 30, 2017 decreased by approximately
$2,000,000 compared to the nine months ended September 30, 2016. The decreased loss is primarily attributable to no non-cash impairment
of software costs for the nine months ended September 30, 2017 compared to a $1,421,155 non-cash impairment of software charge
during the nine months ending September 30, 2016 and approximately $925,812 of a non-cash gain on derivative liabilities revaluation
for the nine months ended September 30, 2017 compared to a $49,291 non-cash gain on derivative liabilities for the nine months
ended September 30, 2016. In addition, the decreased loss was partially offset by an increase in selling, general and administrative
expenses of approximately $311,000 primarily related to higher compensation expense due to non-cash stock compensation to employees
and contractors and increased salary expense as we are no longer capitalizing software development expenses.
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.
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November
14, 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
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(Principal Executive
Officer and
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Principal Accounting
Officer)
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