Item
4.01. Changes in Registrant’s Certifying Accountant.
(i) Effective
December 7, 2007, Weaver & Tidwell, LLP (“Weaver & Tidwell”), resigned
as the independent certified public accountants of Vertical Computer Systems,
Inc. (the “Registrant”). Weaver & Tidwell’s resignation letter was dated
December 7, 2007.
(ii) Weaver
& Tidwell’s report on the Registrant’s financial statements for either of
the two fiscal years ended December 31, 2006 and 2005 did not contain an
adverse
opinion or a disclaimer of opinion, and was not qualified as to audit scope
or
accounting principles. However, Weaver & Tidwell’s report did include a
paragraph regarding the Registrant's ability to continue as a going concern
for
either of these two fiscal years.
(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 Weaver & Tidwell 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, 2006
and 2005) and subsequent interim periods (from January 1, 2007 through the
date
of Weaver & Tidwell’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 Weaver
& Tidwell’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, 2006 and
2005) and subsequent interim periods (from January 1, 2007 through the date
of
Weaver & Tidwell’s resignation), Weaver & Tidwell did not advise the
Registrant of any of the matters identified in paragraph (a)(1)(iv) of
Item 304 of Regulation S-B.
Item
9.01. Financial Statements and Exhibits.
(a)
Not
applicable
(b)
Not
applicable
(c)
Exhibit(s)
|
Exhibit
Number
|
Description
|
Location
|
||
|
Exhibit
99.1
|
Consent
Letter dated December 11, 2007 from Weaver & Tidwell, LLP
|
Provided
herewith
|
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 hereunto
duly authorized.
|
Date: December
11, 2007
|
Vertical Computer Systems, inc. | |
| By: |
/s/
Richard Wade
|
|
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Name:
Richard
Wade
|
||
|
Title: President
and Chief Executive Officer
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||