EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

I, David Braun, Principal Accounting Officer, certify that:

1. I have  reviewed  this Form  10-KSB for the year ended  December  31, 2005 of
Vertical Computer Systems, Inc.;

2. Based on my knowledge, this Report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this Report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this Report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

            (a) Designed such disclosure controls and procedures, or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  Report is being
prepared;

            (b) Omitted;

            (c)  Evaluated  the  effectiveness  of the small  business  issuer's
disclosure  controls and procedures and presented in this Report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this Report based on such evaluation; and

            (d)  Disclosed  in this  Report  any  change in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on my most recent evaluation of internal control over financial reporting,
to the small  business  issuer's  auditors and the audit  committee of the small
business  issuer's  board of directors  (or persons  performing  the  equivalent
functions):

            (a) All  significant  deficiencies  and material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

            (b) Any fraud, whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.


Date:    April 13, 2006                      By:    /s/ David Braun
                                                    ---------------
                                             Name:  David Braun
                                             Title: Principal Accounting Officer


*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8545
(March 2,  2005)  because  the  compliance  period has been  extended  for small
business issuers until the first fiscal year ending on or after July 15, 2006.