ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On Monday, August 22, 2005, Sheri Pantermuehl gave notice of her resignation as the Chief Financial Officer of Vertical Computer Systems, Inc. (the "Company") and its 100% owned subsidiary, Now Solutions, Inc ("Now Solutions") which shall be effective September 2, 2005. Ms. Pantermuehl will continue to provide accounting services to the Company and Now Solutions, on a part-time basis, in exchange for remuneration. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) None (b) None (c) None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. VERTICAL COMPUTER SYSTEMS, INC. Dated: August 26, 2005 By: /s/ Richard Wade -------------------------------- Richard Wade, President and Chief Executive Officer