SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

  Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934

       Date of report (Date of earliest event reported): February 22, 2006

                         Vertical Computer Systems, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               000-28685                                         65-0393635
        (Commission File Number)                              (I.R.S. Employer
                                                             Identification No.)

      201 Main Street, Suite 1175
           Fort Worth, Texas                                       76102
(Address of Principal Executive Offices)                         (Zip Code)

                                 (817) 348-8717
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


Section 1 - Registrant's Business and Operations.

Item 1.01. Entry into a Material Definitive Agreement.

      On Wednesday,  February 22, 2006,  Vertical  Computer  Systems,  Inc. (the
"Company") closed two series of transactions  having the effect of restructuring
and extending the  maturities  of existing  indebtedness  of the Company and its
wholly-owned  subsidiaries.  As a  prelude  to  the  transactions,  the  Company
established a new wholly-owned subsidiary, Taladin, Inc. ("Taladin").

      In the first  series of  transactions,  Taladin  secured  financing in the
aggregate amount of $600,000,  which amount was utilized to acquire the existing
indebtedness of NOW Solutions,  Inc. ("NOW Solutions"),  from Wamco 32, Ltd. The
new financing, evidenced by two secured promissory notes, has a maturity date in
the year 2011.

      In  the  second  series  of  transactions,  the  Company  and  two  of its
subsidiaries  (including NOW Solutions)  consolidated  aggregate indebtedness in
the amount of $1.75 million into three new promissory notes having maturities in
the year 2018. The promissory notes payable by NOW Solutions contain  provisions
requiring  additional  principal  reductions  in the event sales exceed  certain
financial thresholds.

Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1      Amended  and  Restated  Term  Secured  Promissory  Note in the
                  principal  amount of $600,000.00,  payable by NOW Solutions to
                  Taladin, Inc.

Exhibit 10.2      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $450,000.00,  payable  by  Taladin,  Inc.  to  Tara  Financial
                  Services, Inc.

Exhibit 10.3      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $150,000.00,  payable by  Taladin,  Inc. to  Strategic  Growth
                  Partners, Inc.

Exhibit 10.4      Agreement  dated as of February 13, 2006 among Tara  Financial
                  Services,  Inc., as lender, NOW Solutions, the Company, Robert
                  Farias, and Robert Mokhtarian

Exhibit 10.5      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $359,559.90,  payable  by  NOW  Solutions  to  Tara  Financial
                  Services, Inc.

Exhibit 10.6      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $438,795.31,   payable  by  the  Company  to  Tara   Financial
                  Services, Inc.

Exhibit 10.7      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $955,103.30,  payable  by  NOW  Solutions  to  Tara  Financial
                  Services, Inc.

<PAGE>


                                   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.


                                                 Vertical Computer Systems, Inc.
                                                 (Registrant)


Date: February 24, 2006                          By: /s/ Richard Wade
      -----------------                              ---------------------------
                                                     Richard Wade, President &
                                                     Chief Executive Officer
{"company-data": {"conformed-name": "VERTICAL COMPUTER SYSTEMS INC", "cik": "0001099509", "assigned-sic": "7389", "irs-number": "880441551", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28685", "film-number": "06643122"}, "business-address": {"street1": "6336 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90048", "phone": "3236584211"}, "mail-address": {"street1": "6336 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90048"}, "former-company": {"former-conformed-name": "SCIENTIFIC FUEL TECHNOLOGY INC", "date-changed": "19991122"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

  Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934

       Date of report (Date of earliest event reported): February 22, 2006

                         Vertical Computer Systems, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               000-28685                                         65-0393635
        (Commission File Number)                              (I.R.S. Employer
                                                             Identification No.)

      201 Main Street, Suite 1175
           Fort Worth, Texas                                       76102
(Address of Principal Executive Offices)                         (Zip Code)

                                 (817) 348-8717
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations.

Item 1.01. Entry into a Material Definitive Agreement.

      On Wednesday,  February 22, 2006,  Vertical  Computer  Systems,  Inc. (the
"Company") closed two series of transactions  having the effect of restructuring
and extending the  maturities  of existing  indebtedness  of the Company and its
wholly-owned  subsidiaries.  As a  prelude  to  the  transactions,  the  Company
established a new wholly-owned subsidiary, Taladin, Inc. ("Taladin").

      In the first  series of  transactions,  Taladin  secured  financing in the
aggregate amount of $600,000,  which amount was utilized to acquire the existing
indebtedness of NOW Solutions,  Inc. ("NOW Solutions"),  from Wamco 32, Ltd. The
new financing, evidenced by two secured promissory notes, has a maturity date in
the year 2011.

      In  the  second  series  of  transactions,  the  Company  and  two  of its
subsidiaries  (including NOW Solutions)  consolidated  aggregate indebtedness in
the amount of $1.75 million into three new promissory notes having maturities in
the year 2018. The promissory notes payable by NOW Solutions contain  provisions
requiring  additional  principal  reductions  in the event sales exceed  certain
financial thresholds.

Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1      Amended  and  Restated  Term  Secured  Promissory  Note in the
                  principal  amount of $600,000.00,  payable by NOW Solutions to
                  Taladin, Inc.

Exhibit 10.2      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $450,000.00,  payable  by  Taladin,  Inc.  to  Tara  Financial
                  Services, Inc.

Exhibit 10.3      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $150,000.00,  payable by  Taladin,  Inc. to  Strategic  Growth
                  Partners, Inc.

Exhibit 10.4      Agreement  dated as of February 13, 2006 among Tara  Financial
                  Services,  Inc., as lender, NOW Solutions, the Company, Robert
                  Farias, and Robert Mokhtarian

Exhibit 10.5      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $359,559.90,  payable  by  NOW  Solutions  to  Tara  Financial
                  Services, Inc.

Exhibit 10.6      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $438,795.31,   payable  by  the  Company  to  Tara   Financial
                  Services, Inc.

Exhibit 10.7      Secured  Term  Promissory  Note  in the  principal  amount  of
                  $955,103.30,  payable  by  NOW  Solutions  to  Tara  Financial
                  Services, Inc.
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.

                                                 Vertical Computer Systems, Inc.
                                                 (Registrant)

Date: February 24, 2006                          By: /s/ Richard Wade
      -----------------                              ---------------------------
                                                     Richard Wade, President &
                                                     Chief Executive Officer