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Vertica Software\Form S-8


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             Vertica Software, Inc.
             (Exact name of registrant as specified in its charter)

                 Colorado                               93119272
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)


                         106 East 6th Street, Suite 900
                               Austin, Texas 78701


                           2003 EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                                  Nolan & Nolan

                           Jack Nolan, Attorney at Law
                         18333 Egret Bay Blvd. Suite 301
                              Houston, Texas 77058
                                 (281) 333-4811
     (Name, Address, and Telephone number, including area code, of agent for
                                    service)

     In addition, Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.

<TABLE>
<CAPTION>

                                    CALCULATION OF REGISTRATION FEE
===============================================================================================================
<S>                                <C>               <C>                  <C>                  <C>
Title of each                                        Proposed maximum     Proposed maximum     Amount of
class of securities                Amount to be      offering price       aggregate offering   registration
to be registered:                  registered        per share            price (1)            fee



Common Stock, $ .0001 par value    7,000,000 shares  $0.10               $700,000             $64.40
===============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h).


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                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified in this Part I are being
separately provided to the participants covered by this Plan, as specified by
Rule 428(b)(1) (230.428(b)(1).

                                     PART II

               INFORMATION REQUIRED in the REGISTRATION STATEMENT

     Item. 3.  Incorporation of Documents by Reference

     The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

               (a) The Registrant's registration statement on Form 10-SB

               (b) All other reports filed by Registrant pursuant to Sections
          13(a) or 15(d) of the Exchange Act since the end of the fiscal year
          covered by the above-referenced registration statement.

     Item 4.  Description of Securities Not Applicable.



     Item 5.  Interests of Named Experts and Counsel
              Not Applicable.



     Item 6.  Indemnification of Directors and Officers.

     Reference is made to Item 5. Indemnification of Directors and Officers,
appearing in Part II of the Registrant's registration statement on Form 10-SB,
Article VII of the Registrant's Articles of Incorporation and Article XI of the
Registrant's By-laws.

     Item 7.  Exemption From Registration Claimed.
              Not applicable.



     Item 8.  Exhibits.

              Exhibit Numbers

              4.     2003 Equity Incentive Plan.

              5.     Opinion of Jack Nolan, Esq., Registrant's
                     General Counsel.

              23.1   Consent of Jack Nolan, Esq., (included in
                     Exhibit 5).

              23.2   Consent of Independent Certified Public Accountants.

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     Item 9.  Undertakings.

              The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's Annual Report pursuant to Section 13(a) or
          Section 15(d) of the Securities and Exchange Act of 1934, (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               Insofar as indemnification by the Registrant for liabilities
          arising under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the Registrant pursuant
          to the provisions referenced in Item 6 of this Registration Statement
          or otherwise, the Registrant has been advised that in the opinion of
          the Securities and Exchange commission, such indemnification is
          against public policy as expresses in the Securities Act and is,
          therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by
          the Registrant of expenses incurred or paid by a director, officer or
          controlling person of the Registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities being registered
          hereunder, the Registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent, submit to a
          court of appropriate jurisdiction the question whether such
          indemnification by its is against public policy as expressed in the
          Securities Act and will be governed by the final adjudication of such
          issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
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registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, TX, 15 October, 2002 VERTICA SOFTWARE, INC.

By:   /s/  William F. Mason

      -------------------------------------


            William F. Mason, Chairman/CEO & President

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State of Texas,
on October 15, 2002

2000 Equity Incentive Plan

By:   /s/ William F. Mason

     ------------------------------
         William F. Mason, Chairman/CEO & President

Further, pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                        Title                        Date
---------                        -----                        ----

/s/ William F. Mason          Chairman of the Board,        October 15, 2002
--------------                CEO & President
William F. Mason


/s/ Jack Nolan                General Counsel               October 15, 2002
-------------------------
Jack Nolan

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                                  EXHIBIT INDEX

 Exhibit Number
 --------------

4                 2003 Equity Incentive Plan

5                 Opinion of Jack Nolan, Esq., General Counsel

23.1              Consent of Jack Nolan, Esq., General Counsel

23.2              Consent of Independent Certified Public Accountant.