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

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                             VERTICA SOFTWARE, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

                                    COLORADO
                                    --------
                 (State or Other Jurisdiction of Incorporation)

                                    000-28813
                                    ---------
                            (Commission File Number)

                                   93-1192725
                                   ----------
                     (I.R.S. Employer Identification Number)

                         5801 CHRISTIE AVENUE, SUITE 390
                          EMERYVILLE, CALIFORNIA 94608
                          ----------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                 (510) 595-3333
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12 (b) of the Act:  None.

Securities registered pursuant to Section 12 (g) of the Act:

                         COMMON STOCK, $0.0001 PAR VALUE
                         -------------------------------


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


<PAGE>


Check whether the Issuer filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 2000 - $
54,125.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $ -0- .

Issuers involved in Bankruptcy Proceedings during the past five years: Not
Applicable

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: December 31, 2000 - 13,249,941 shares
of Common Stock

Documents Incorporated By Reference

1. Our Form 10-SB Registration Statement (SEC File # 000-28813), which was filed
on January 7, 2000 with the Securities and Exchange Commission and all
amendments thereto.

2. Our Preliminary Proxy Statement Form 14A, (SEC File # 000-28813), which was
filed on November 13, 2000 with the Securities and Exchange Commission.

3. Our Definitive Proxy Statement Form 14A (SEC File # 000-28813), which was
filed on November 24, 2000 with the Securities and Exchange Commission.

4. All reports filed with the Securities and Exchange Commission after
January 7, 2000.

Transitional Small Business Issuer Format:  [  ]  Yes  [X]  No



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Organization and General History

         In April 1997, Perfection Development Corporation was incorporated
under the laws of Colorado. We were originally formed for the purpose of
developing and constructing real estate properties. On September 29, 1998, we
acquired all the outstanding capital stock of Vertica Software, Inc., a
California corporation ("Vertica California"). At the time of the acquisition,
we were inactive and had no significant assets. Vertica California was in the
business of developing Internet software products serving the hazardous
materials and hazardous waste industries. We have continued this business since
the acquisition. On December 31, 1998, Vertica California, which we then held as
a subsidiary, merged with and into us. We became the surviving corporation in
the merger and the separate corporate existence of Vertica California ceased.
Concurrently with the merger, we changed our name to Vertica Software, Inc. Our
stock trades on the NASD OTC Bulletin Board under the symbol "VERI". Our
headquarters are located in Emeryville, California.

         We are a development-stage company that is developing Internet software
products intended to serve industries that are impacted by government regulation
of hazardous materials and hazardous wastes and other environmental laws and
regulations. We are developing software products designed to provide information
about environmental regulations and a software management system to assist
companies with their environmental regulation compliance and related activities
for common industrial applications. We have developed and may continue to
develop software products within a software management system called " iComply".
These products reside in our website called Hazweb.com, which was previously
called Vertica.com.

         The iComply products currently include: Communicator (which is designed
to efficiently manage a facility's environmental reporting, emergency response,
and crisis communication before, during, and after an emergency incident);
Inventory (which is designed to streamline hazardous chemical and waste
inventory tracking and assists in the management of hazardous materials and
wastes); Transporter (which is designed to automate the shipping, labeling,
transporting compliance and invoicing of hazardous materials and wastes).

Hazweb.com includes the Marketplace (which offers e-commerce business solutions
that streamline the sales process and allow hazardous materials marketers to
operate more efficiently).

         All trademarks and trade names appearing in this document are the
property of their respective holders.

                                       3
<PAGE>


CURRENT STATUS OF DEVELOPMENT

         As stated earlier, we completed the development of three products
included in the iComply system, and all three products are currently in use at
Olympian, the largest independent oil marketer in California. Two of our
products are also being evaluated on a test basis by Southern Energy (now called
Mirant Corporation). It is our current plan, providing we obtain the necessary
funding, to complete the development of the other iComply products, which
include the Permitter, HazOSHA, and the Processor, during the next 12 months. We
currently estimate that we will need approximately $2,000,000 in funds, and
revenues of $ 1,000,000 from the sale of our released products, in order to
satisfy our estimated cash requirements over the next twelve months, including
the funds needed to complete the development of the remainder of our initial
product line. We cannot assure you, however, that the development will occur in
accordance with this timetable as a result of delays that may be encountered
because of financing, personnel or other unanticipated reasons or that all
modules will be developed successfully.

      As a development-stage Company, we have had revenues $ 54,125 and
currently have one customer, Olympian. Our expenses to date have been incurred
in connection with the development of the software products and the Hazweb .com
(formerly called Vertica.com) web site and other marketing, sales and
administrative expenses. We have formalized our pricing models, and have
designed a licensing agreement which we intend our customers to execute.

Industry Overview

         Companies that transport, store, or handle hazardous materials are
required by federal, state and local laws to meet current regulations. These
regulations require training of personnel, proper handling and storing of
hazardous materials, filing of appropriate government forms, production of
required shipping papers and labeling and placarding of hazardous materials.
These government regulations are complex and difficult to interpret and are
updated and revised from time to time. Failure to comply with current
environmental regulations can result in significant criminal and civil
penalties, including fines, damages and injunctions. See "Government
Regulations."

         The growth of the environmental regulation compliance market is driven
primarily by the maintenance and expansion of environmental regulations in the
United States, including federal, state and local regulatory schemes. We believe
that continued public pressure for environmental protection in the United States
will likely result in continued and increased environmental regulation of many
industries.

         We believe our products can serve companies in the following industries
and the following government agencies:

         Transportation, including railroad, highway, marine and air;

                                       4
<PAGE>

         Manufacturing, including petroleum refining and related industries,
chemical and allied products, rubber and miscellaneous plastics, primary metal
industries, fabricated metal products, industrial and commercial machinery,
electronic, electrical equipment and components, transportation equipment,
measuring and analyzing and controlling instruments, and other manufacturing
industries;

         Engineering and research services, including petroleum, chemical,
industrial, sanitary, biological, non-commercial biological and testing
laboratories;

         Utilities, including electric, gas and sanitary;

         Other industries, including mining, agricultural, construction,
insurance, industry wholesale trade, training agencies and industry consulting
agencies; and

         Government agencies, including the Environmental Protection Agency, the
Department of Transportation and the Occupational Health and Safety
Administration.

         We cannot assure you, however, that we will be able to successfully
market our products to participants in these potential markets.

The Vertica Solution

         We believe that many companies hire consultants to insure environmental
compliance and that other companies spend substantial amounts to hire in-house
information technology groups to design and maintain environmental compliance
systems. We believe we offer a solution based on a combination of a Web browser
and Microsoft SQL Servers, and bring together a software management system with
an on-line community. This solution allows our software products and Internet
web site, discussed below, to function in concert.

         We have designed our environmental software management system, iComply,
to assist our customers by reducing the time and costs required by consultants,
internal information technology and environmental management staff for
regulatory compliance with environmental regulations. Our products would not,
however, provide any check for compliance with applicable regulations of a
customer's internal systems.

         We have also designed the Internet web site, Hazweb.com (formerly
called Vertica.com) as an environmental web portal serving the hazardous
materials and hazardous waste industries. Hazweb.com contains extensive and
continuously updated information relating to current environmental regulations,
and enables clients and vendors in the hazardous materials industry to interact
on-line. The iComply products reside within Hazweb.com.

         We believe that our customers will be able to use our systems to reduce
the labor time and resources needed to comply with hazardous waste and
environmental regulations. A customer is asked by the software to respond to a


                                       5
<PAGE>

list of relevant questions, the responses are linked to forms and other
documentation used for reporting and compliance purposes. We call these lists of
questions and links "wizards." The data accumulated in the modules can be
retrieved for a variety of purposes through the software, thus enabling the user
to reduce the amount of manual calculations, hard paper information gathering
and storage and other clerical functions needed to complete required reports and
notices.

Our Strategy

         We derive revenues from three diversified products and services:
Licensing of iComply products, transaction fees for filing activities, and
e-commerce marketplace transaction fees on the Hazweb.com web site. We believe
that our pricing for the licensing and training are lower than the costs a
customer would incur in developing an in-house system due to the distribution of
our costs of development and maintenance across our entire client base. We also
believe that iComply modules will attract clients by lowering their capital and
labor costs associated with environmental compliance. Some activities, such as
plain text searches of government regulations, are offered for free, in order to
generate initial traffic to our web site. Finally, we have set our transaction
fees on Hazweb.com at the then current market rates for such fees.

         We believe that our Hazweb.com web site will be a hub for a client's
environmental compliance transaction activity, as well as the entry point for
research queries into our proposed database. We believe that eventually a steady
traffic flow through our site will result in vendors connecting with clients in
these industries.

Products and Services

         iComply. On February 1, 2000, we released two products , the iComply
Communicator and Inventory modules. On July 17, 2000, we released the iComply
Transporter, and on November 1, 2000, we released the Marketplace for beta
testing. Although we have suspended the development of additional products due
to the lack of funds, we plan to develop and release the other products,
including the iComply Permitter, HazOSHA and Processor during the next twelve
months, provided we obtain the necessary financing. We currently estimate that
we will need approximately $ 2,000,000 in funds, in addition to estimated
revenues of $ 1,000,000 from the sale of our released products, in order to
satisfy our estimated cash requirements over the next twelve months, including
the funds needed to refine the development of our existing products.

         iComply Features

         We have designed our iComply software products, comprised of separate
Internet accessible software modules as described below, to assist clients in
industries subject to environment and hazardous materials and hazardous waste


                                       6
<PAGE>

regulations in environmental compliance, reduce regulatory paper trails and
streamline the administrative efforts associated with hazardous materials and
hazardous waste management and crisis communications, thus reducing costs to
those industries.

       iComply Products:

         Inventory

The Inventory module, as part of each of the other iComply products discussed
below, provides assistance to customers and data to other iComply products by
managing chemical and waste information for each customer site. The module is
designed to link material safety data sheets ("MSDS") and waste profile
information directly to a customer's facility inventory. The module provides
customers with a site map feature and the capability to track inventory down to
the individual building level. A customer will be able to use the inventory and
regulated chemical lists to facilitate chemical control, emergency compliance
and environmental reporting. Inventory can be updated manually by the customer
or automatically by iComply products as a customers products are received,
manufactured, transported or released. The Inventory module is complete and is
currently in use by Olympian, which is the largest independent oil marketer in
California.

         Communicator

         The Communicator is designed to manage a facility's hazardous
materials, emergency compliance, crisis communications and environmental
reporting information. The product includes hazardous materials plan builders,
compliance wizards and automated document submission. Electronic forms and
checklists are designed to streamline response efforts and minimize reporting
errors. The Communicator module is also designed to facilitate internal as well
as external communications, allowing continuous control of a customer's facility
public image. This module also supports compliance with EPCRA (Emergency
Planning and Community Right to Know) and related environmental regulations. The
Communicator was released on February 1, 2000 and is currently in use at
Olympian.

         Transporter

         The Transporter is designed to serve the hazardous materials and waste
transportation needs of a customer. The product includes automated Department of
Transportation registration form, bill of lading and waste manifest software
"wizards," document tracking and incident and exception report capability. The
module automatically updates chemical and waste inventories, allows access to
material information and provides labeling and placard information essential to
the shipment of hazardous materials. This product supports compliance with
Department of Transportation regulations. The Transporter was released on July
17, 2000, and is currently in use at Olympian.

                                       7
<PAGE>

         Processor

         The Processor will be designed to serve each iComply customer site's
production floor process mapping, inventory, hazardous materials and waste
stream needs. It will support compliance with TSCA (Toxic Substance Control Act)
and related regulations. The first release of this product depends upon us
obtaining the necessary funds.

         HazOSHA

         The HazOSHA product will be designed to serve each iComply customer
site's hazardous materials employee safety policies, procedures and training
needs, including on-line training. This module will support compliance with
hazardous materials related sections of 29 CFR OSHA (Code of Federal Regulations
for Occupational Safety and Health Administration). The first release of this
product depends upon us obtaining the necessary funds.

         Permitter

         The Permitter product will be designed to serve each iComply customer
site's permit monitoring and compliance needs, and will include air, liquid
discharge and hazardous waste permit application software "wizards." This module
will support compliance with CAA (Clean Air Act), EPA (Environmental Protection
Agency), RCRA (Resource Conservation and Recovery Act), CWA (Clean Water Act),
AQMD (Air Quality Management District) and related regulations. Programming of
permit processors for this product has begun, however further development of the
product has been suspended until the necessary funds are obtained.

         Hazweb.com

         Hazweb.com (which was called Vertica.com) is our web site that has been
designed to provide updated information on environmental regulations and serve
as an e-commerce web portal in which vendors and clients in the hazardous
materials industry will be able to buy and sell products and services. The
iComply products reside within Hazweb.com. The features of this system are:

         News & Analysis: It is intended that Hazweb.com provides current
industry news for the hazardous materials community, including stories from
business, government, energy, environment and finance. Our web site features
informational articles written by experts in the hazardous materials industry
and offers an internet posting site for industry related press releases and
publications.

         Marketplace: Hazweb Marketplace offers an industry-specific marketplace
for the purchase, sale and exchange of hazardous materials-related goods and
services. It includes a customizable directory of industry products and
services, and features tools for online price management and customer


                                       8
<PAGE>

notification. Marketplace includes customer-specific quotes and order processing
services that are interfaced with the iComply Inventory and Transporter
products, thereby providing an integrated e-commerce and hazardous materials
management system.

         Hazinfo: We believe that Hazweb.com serves the multifaceted information
needs of the hazardous materials and the hazardous waste communities. It
features industry-specific glossaries, a public contacts database, codified
regulations, on-line MSDS access, discussion groups, event calendars and an
industry-related resume posting and career center.

          Customer Support

         Vertica's environmental and computer science support staff are
available to assist Hazweb.com and iComply users during regular, West coast
business hours.

         Training

         We offer some free and some fee-based seminars and training on the use
of our Hazweb.com web site and iComply products.

         Sales and Marketing

         We use marketing tools including focus groups, public relations, direct
mail, channel distributions, advertisement and telemarketing. Based on the
evolving markets for each product line, we will modify the marketing program to
utilize all appropriate marketing resources. In general, the marketing for each
product line follows the following format:

         1.       Introductory product announcements, public relations and media
                  coverage;

         2.       Promotion via trade shows, conferences and the Internet;

         3.       Direct sales using our sales personnel;

         4.       Expansion of sales channels through distributors and business
                  partnerships;

         5.       Ongoing advertising through targeted media and the Internet;

         6.       Product demonstration and information at Hazweb.com
                  (web-site), www.Hazweb.com.

         We also promote our product lines and web site through affiliates,
individual seminars, trade shows, and in trade publications. Direct sales using
our subject-expert sales personnel is also a high priority, including direct
calls to our customers. In addition, we seek marketing and distribution
partnerships with other firms that stand to benefit from bringing our target
industries on-line. This could include such partners in the on-line
infrastructure field such as computer network equipment manufacturers, software


                                       9
<PAGE>

database providers and other business solutions providers. Additionally, we
promote Hazweb.com's ability to provide data for research and crisis
preparedness, make available information that helps companies dealing with the
hazardous materials and hazardous wastes industries' fragmented environment and
"information overload ," and to minimize the paperwork associated with hazardous
materials and hazardous waste regulatory compliance.

         We intend to develop marketing relationships with the following
organizations:

         California Trucking Association

         American Petroleum Institute

         Petroleum Marketers Association of America

         Western States Petroleum Association

         American Electronics Association

         Other associations and marketing companies

Competition

         While we are not aware of any other company that currently offers a
suite of software products similar to our proposed products, several
environmental management firms, with substantially greater financial and
marketing resources than Vertica, have existing products and services that
compete with one or more of our iComply modules, as described below. In
addition, several firms have established their own Internet web sites that may
compete with our Hazweb.com web site and e-commerce services.

         For example, VerticalSuites, a subsidiary of Levine-Fricke, offers an
environmental management system based on SAP, a database software application
system that performs logistics, finance, sales, human resources and related
business functions. Amoco Corporation offers a system based on Lotus Domino, an
integrated messaging and applications software platform. While these competing
systems will appeal to companies that already use the SAP or Domino
applications, the SAP and Domino applications are based on an in-house or
intra-company paradigm. We believe, however, that our system permits the
integration of regulatory compliance work flow among suppliers, carriers,
receivers and governmental agencies, all of which input or receive data
regarding hazardous materials activities.

         One central aspect of our iComply Transporter product is producing
hazardous materials shipping papers that are filed with the Environmental
Protection Agency. We have approached the California EPA to accept electronic

                                       10
<PAGE>

filing of these papers and we believe that Sterling Software has a similar
initiative in Illinois based on their electronic data interchange, or EDI,
technology. Industrial facilities rely on CAD/CAM software that includes process
models. Process models typically track raw materials through the initial
production process to shipment of the product. These models can be extended to
serve environmental process applications, and in these situations these
"in-house" models may compete with our proposed iComply Process module. Most
industrial facilities rely on a variety of consultants and training classes to
comply with OSHA regulations and such services will compete with the services to
be offered by our proposed iComply HazOSHA module. Similarly, most industrial
companies rely on environmental consulting firms to prepare and obtain permits
and such firms will, therefore, offer services in competition with the services
offered by our proposed iComply Permitter product.

         We also face competition in connection with our Internet web site. For
example, Verticalnet is an existing web portal with an environmental community
that offers environmental industry news and electronic commerce, but does not
provide the additional resources, including a glossary, access to regulations,
industry contacts or MSDS repositories, or the software applications that our
Hazweb.com web site will provide. While other Internet sites provide similar
resources for free, our site offers them in combination with industry news and
environmental management applications. Also, the Environmental Protection Agency
itself offers an assortment of on-line access to regulations and form completion
software, but the software is not integrated with the customer's environmental
information database and the applications are maintained at the customer's site,
away from access to the regulations. In addition, there are several sites that
offer extensive MSDS repositories, however, our Hazweb.com MSDS repository is
linked to our customer's chemical inventory, which facilitates access to MSDS
data used for a customer's regulatory compliance calculations, emergency
planning, hazardous materials shipping papers, and employee hazard
communication.

Patent and Intellectual Property Rights

         We have filed a patent application on the integrated environmental
management system, with the on-line community. We have also filed a trade name
application for our "Hazweb" name.

Employees

         As December 31, 2000, we had 13 full-time employees and 1 part-time
employee.

Government Regulations

         We offer software products and services through our Internet web site
that assists customers to comply with a variety of federal and state
environmental statutes and administrative regulations. Consequently, our

                                       11
<PAGE>

business will be affected to a substantial degree by the existing and future
government regulatory environment. While not anticipated, our business would be
adversely affected to the extent regulatory requirements are reduced or
eliminated, thereby reducing the demand for our products and services.

       We provide a searchable text database of published federal regulations
and electronic links to the federal regulations and each of the state's
environmental regulatory database, therefore, our customers have access to
environmental statutes and regulations regarding environmental reporting and
compliance requirements. We do not believe that products and services we offer
are subject to governmental agency approval, however, we do have to comply with
regulations regarding the submission of reports and data electronically to
governmental agencies.

RISK FACTORS

         OUR BUSINESS AND RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED BY ANY
OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE
TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT:

         We are a development-stage company that, as of December 31, 2000, had
revenues of $ 54,125;

         We were formed in 1996 and have been a development stage company that
has had very little in revenues to date. Our revenue model is evolving and we
have one customer to date. Additional potential customers have only been
evaluating our products;

         We will encounter risks and difficulties frequently encountered by
development-stage companies in new and rapidly evolving markets. Many of these
risks are described in more detail in this section. We may not successfully
address any of these risks. If we do not successfully address these risks, our
business would be seriously harmed;

         WE ARE IN THE PROCESS OF DEVELOPING A SALES AND MARKETING FORCE, BUT IF
WE ARE UNABLE TO EFFECTIVELY DEVELOP ADEQUATE SALES AND MARKETING CAPABILITIES,
WE MAY BE UNSUCCESSFUL IN ADEQUATELY COMMERCIALIZING OUR PRODUCTS AND SERVICES;

         We are marketing and selling our products and services through a direct
sales and marketing force and on-line marketing capabilities. However, we will
have to develop a stronger and more experienced sales and marketing force with
technical expertise and establish a supporting distribution capability. Fully
developing a sales and marketing force is expensive and time-consuming and could
delay additional sales of our products and services. If we are unable to
establish our sales and marketing capability, we may fail to realize our full
sales potential.

        WE ANTICIPATE WE WILL INCUR CONTINUED LOSSES FOR THE FORESEEABLE FUTURE.

        We expect to incur significant losses for the foreseeable future. As of
December 31, 2000, we generated revenues of $ 54,125 and have not been

                                       12
<PAGE>

profitable. While we intend to continue making sales of our products and
services, our revenues may not grow. We may never be profitable or, if we become
profitable, we may be unable to sustain profitability.

         The anticipated losses may result from our plan to increase our
operating expenses in order to:

         o        Maintain our Hazweb.com web site and iComply products and
                  developing additional iComply products;

         o        increase our sales and marketing operations;

         o        broaden our customer support and software capabilities; and

         o        pursue strategic marketing and distribution alliances.

       Continued losses may result in our inability to further develop and
market our products, which is important to our plan to generate and grow our
revenues.

       WE MAY HAVE DIFFICULTY OBTAINING FUTURE FUNDING SOURCES, IF NEEDED, AND
WE MIGHT HAVE TO ACCEPT TERMS THAT WOULD ADVERSELY AFFECT SHAREHOLDERS.

       We will need to raise funds from additional financings. We have no
commitments for any financing and any financing commitments may result in
dilution to our existing stockholders. We may have difficulty obtaining
additional funding, and we may have to accept terms that would adversely affect
our stockholders. For example, the terms of any future financings may impose
restrictions on our right to declare dividends or on the manner in which we
conduct our business. Also, lending institutions or private investors may impose
restrictions on a future decision by us to make capital expenditures,
acquisitions or significant asset sales. We may not be able to locate additional
funding sources at all.

       If we cannot raise funds on acceptable terms, when needed, we may not be
able to enhance our services to customers, launch new products, grow our
business or respond to competitive pressures or unanticipated requirements,
which could seriously harm our business.

         WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER PROVIDERS OF
HAZARDOUS MATERIALS AND ENVIRONMENTAL MANAGEMENT PRODUCTS.

         We believe that the strongest potential competition does not come from
traditional service groups but rather from the evolution of the Internet and the
types of hazardous materials, hazardous wastes and environmental management
service providers that evolution will create. As applications for hazardous
materials and environmental management providers begin to proliferate and

                                       13
<PAGE>

mature, we will compete with other technology companies and traditional service
providers such as environmental consulting firms that seek to integrate on-line
hazardous materials, hazardous waste and environmental management technologies
with their traditional service mix.

       Competition for Internet products and services is intense. We expect that
competition will continue to intensify. Barriers to entry are minimal, and
competitors can launch new web sites at a relatively low cost. We expect that
additional companies will establish competing environmental management systems.

         Hazardous materials and environmental management applications are in
the early stages of development. As these applications evolve, however, we
expect that other entrepreneurs and large, well known leaders of the hazardous
materials and environmental compliance industries will create other niche
environmental services that may compete with our services. These large industry
leaders would have better name recognition in the markets that we target.

         Several environmental consulting firms have existing products and
services that compete with one or more of our iComply products. In addition,
several environmental consulting firms have established their own Internet web
sites that may compete with our Hazweb.com (formerly called Vertica.com) web
site. These firms have substantially greater financial and marketing resources
than we have.

         OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE.

         The market price of Vertica Software common stock is likely to be
highly volatile as the stock market in general, and the market for
Internet-related and technology companies in particular, has been highly
volatile. Our shareholders may not be able to resell their shares of Vertica
Software common stock following periods of volatility because of the market's
adverse reaction to this volatility. The trading prices of many technology and
Internet-related companies' stocks have reached historical highs within the past
18 months and have reflected relative valuations substantially above historical
levels. During the same period, these companies' stocks have also been highly
volatile and have recorded lows well below those historical highs. We cannot
assure you that our stock will trade at the same levels of other Internet stocks
or that Internet stocks in general will sustain their current market prices.

Factors that could cause this volatility may include, among other things:

         actual or anticipated variations in quarterly operating results;

         announcements of technological innovations;

         new products or services;

         changes in financial estimates by securities analysts;

                                       14
<PAGE>


         conditions or trends in the hazardous materials and environmental
         management industries, including regulatory changes;

         conditions or trends in the Internet industry;

         changes in the market valuations of other Internet companies;

         announcements by us or our competitors of significant acquisitions,
         strategic partnerships or joint ventures, changes in capital
         commitments;

         additions or departures of key personnel; and

         sales of Vertica Software common stock.

         Many of these factors are beyond our control. These factors may
materially adversely affect the market price of our common stock, regardless of
our operating performance.

ITEM 2.  DESCRIPTION OF PROPERTY

We own no real property. Our executive and administrative offices are located at
5801 Christie Avenue, Suite 390, Emeryville, California. The telephone number is
(510) 595-3333. The Company currently leases the approximately 4, 344 square
feet of office space under a 60-month lease, which commenced on December 1,
1999. The current monthly rent for the office space is $ 10,694.57. At the time
the Company entered into the lease with the landlord, Spieker Properties, it
expected to add several software engineers to its then existing staff. Since
that time, due to the recent downturn in the financial market, the Company
implemented a hiring freeze and suspended new product development. As a result,
the current office space is being re-evaluated and we are actively soliciting
sub-lesees for a significant portion of the office space.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         (a)      An Annual Meeting of Shareholders was held on December 15,
                  2000 at our headquarters in Emeryville, California

         (b)      Proxies for the Annual Meeting were solicited pursuant to
                  Regulation 14A under the Act

         (c)      The following matters were voted upon at the Annual Meeting:

                  1.       Election of three (3) directors to serve until the
                           2001 annual meeting and until their successors are
                           elected - nominees were Hans Nehme, John C. Leutwyler
                           and Nalini Rajender Frush. Initially William F. Mason
                           was a nominee and Mr. Leutwyler was not standing for
                           re-election, however, due to certain unforeseeen
                           circumstances, Mr. Mason withdrew his name from the
                           list of nominees and Mr. Leutwyler agreed to stand
                           for re-election;

                                       15
<PAGE>

                  2.       The election of Randolph E. Scott & Company as
                           independent public accountants for the Vertica
                           Software for the year 2000;

                  3.       The approval and adoption of the Vertica Software,
                           Inc. 2000 Equity Incentive Plan;

                  4.       The approval and adoption of the amendment to the
                           Company's Articles of Incorporation, pursuant to
                           which the Company's name will be changed from
                           "Vertica Software, Inc." to "Hazweb, Inc.";

         Items 1 - 3 were approved and adopted. Item 4 was not approved,
therefore, the company's name remains Vertica Software, Inc.

         (d)      No solicitation subject to Rule 14a-11 of Regulation A under
                  the Act was terminated

                                     PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS.

         Our common stock is traded on the over-the-counter market and is quoted
on the NASD OTC Bulletin Board under the symbol "VERI". The following table sets
forth the closing high and low bid prices of our common stock in each quarter
from the inception of trading through March 31, 2001. These prices are believed
to be representative inter-dealer quotations, without retail markup, markdown or
commissions, and may not represent prices at which actual transactions occurred.

                                                         Bid
                                                         ---
                         1998                     High         Low
                         ----                     ----         ---
                      4th Quarter                $1.00        $0.75

                         1999
                         ----

                      1st Quarter                $4.625       $0.7500

                      2nd Quarter                $0.875       $0.100

                      3rd Quarter                $0.875       $0.3125

                      4th Quarter                $1.875       $0.375


                                       16
<PAGE>

                         2000
                         ----

                      1st Quarter                $3.125       $1.03125
              (through February 22, 2000)

                        2nd Quarter              $3.50         $0.843

                      3rd Quarter                $1.625        $0.625

                      4th Quarter                $1.19         $0.32

                          2001
                          ----

                      1st Quarter                $0.343        $0.60

         The number of holders of record of our $0.0001 par value Common stock
as of December 31, 2000 was approximately 600. We have never declared or paid
any dividends on our common stock and we do not anticipate paying any cash
dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Certain statements contained in the following Plan of Operation,
including, without limitation, statements containing the words "believe,"
"anticipate," "estimate," "expect" and words of similar meaning, constitute
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially from those projected in the forward-looking statements.
Additional information concerning factors that may cause actual results to
differ materially from those in the forward-looking statements are in the
Company's Registration Statement on form 10-SB, with amendments, for the year
ended December 31, 2000 and in the Company's other filings with the Securities
and Exchange Commission. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company assumes no obligation to update any forward-looking statements or
comments on the reasons why actual results may differ. Our actual results could
differ materially from those anticipated in these forward looking statements as
a result of certain factors set forth in other parts of this document.

         Vertica Software, Inc. is a development-stage company that is
developing Internet-based software products, e-commerce marketplace, and online
resources intended to serve industries that are impacted by government

                                       17
<PAGE>

regulation of hazardous materials, hazardous wastes and other environmental laws
and regulations. We are developing software products designed to assist
companies with their environmental regulation compliance and related activities
for common industrial applications.

On November 1, 2000, we released our Hazweb e-commerce marketplace platform for
beta-testing. Hazweb Marketplace offers an industry-specific marketplace for the
purchase, sale and exchange of hazardous materials-related goods and services.
It includes a customizable directory of industry products and services, and
features tools for online price management and customer notification.
Marketplace includes customer-specific quotes and order processing services that
are interfaced with the iComply Inventory and Transporter products, thereby
providing an integrated e-commerce and hazardous materials management system.

Results of operations:

         The Company realized a net loss from operations of $ 1,653,972 for the
year ended December 31, 2000, compared to a realized net loss from operations of
$ 752,549 for the year ended December 31, 1999. The Company has realized, since
January 1, 1996 (inception) to December 31, 2000, a cumulative net loss from
operations of $ 2,860,746. The Company had $ 54,125 in sales from operations for
the year ended December 31, 2000, and cumulatively for the period January 1,
1996 (Date of Inception) through December 31, 2000.

Plan of operation:

         Loss on operations for the Company for the years ended December 31,
2000 and 1999 increased 220% and 320%, respectively, from the prior years for
the same periods. These losses are attributed to the Company's development,
marketing and general expenses. The Company will, over the next 12 months, rely
on additional funding through the sale of promissory notes convertible to common
stock, the sale of common stock, and sales from company products.

Liquidity and Capital Resources:

          To date, our activities have been financed primarily through the sale
of our common stock and promissory notes convertible into our common stock. We
currently estimate that we will need approximately $ 2,000,000 in funds, and
estimated revenues of $ 1,000,000 from the sale of our released products, in
order to satisfy our estimated cash requirements over the next twelve months. We
cannot assure you however, that we will be able to reach this revenue amount.
Operating revenues are expected to be generated, but such revenues may not be
substantial or in the amounts we expect. We anticipate that we will need these
additional funds to implement our sales strategies, to complete the development
of the remainder of our product lines and to establish strategic alliances with
other companies. We intend to raise such funds primarily through the sale of our
equity or debt securities. There can be no assurance that we will be able to
obtain such additional financing due to the recent downturn in the financial
market, or whether the terms of such financing will be favorable to us. Failure
to obtain such financing or failure to generate sufficient operating revenues
from the sale of our initial products would have a material adverse effect on
our business, financial condition and results of operations.

                                       18
<PAGE>

         During the year ended December 31, 2000, we received funds totaling $
826,000 in the form of convertible promissory notes, of which $ 150,000 was
converted at an average price of $ .50 per common share. These notes bear
interest at 10% and 12% and mature six months from the date of issuance.
Conversion to common stock must occur before the maturity date. We also received
funds totaling $ 447,500 in stock subscriptions of which, all but $ 25,000 were
as of December 31, 2000.

         We currently have a hiring freeze in place, and we have suspended all
new product development. In the event future equity capital cannot be raised in
a timely manner to fund our products to completion, we would be forced to reduce
the current staff level to four and pursue additional bridge financing to fund
the Company until such time as permanent equity funding is obtained. In the
meantime, we will be focusing our efforts on the marketing and sales of the
Inventory, Communicator, Transporter and e-commerce Marketplace products and
related services.

Research and Development:

         We have released the following products and modules, which are
available for licensing to potential customers:

                  iComply Inventory module (released for licensing February 1,
                  2000) iComply Communicator (released for licensing February
                  2000) iComply Transporter (released for licensing July 17,
                  2000)

         During the next 12 months, provided we obtain the necessary funding, we
plan to complete development of the remainder of our Internet-based products,
and plan to release our remaining core products as follows:

         By April 2001:
         Hazweb Marketplace

         By Fall, 2001:
         iComply Processor

         By Fall, 2001:
         iComply Permitter

         By Fall, 2001:
         iComply HazOSHA

         While completing these products, we will also be developing strategic
alliances within our industry through target marketing opportunities and
advertising. Product development and web site maintenance expenses for the next
twelve months are expected to be approximately $ 600,000.

                                       19
<PAGE>

Purchase of Significant Equipment:

         Depending on the number of new employees we hire over the next twelve
months, we intend to purchase ten to twelve additional desktop computers, two
servers, and related peripheral equipment. The total cost for the acquisition of
this equipment is estimated at approximately $ 50,000. We entered into an office
lease agreement in December 1999 for new office space totaling approximately
4,350 square feet. In connection with this lease, we acquired the predecessor
tenant's workstation modules, telephone system and other related telephone and
network equipment. The total purchase price for the furniture and equipment was
$ 3,000. During the year ended December 31, 2000, the Company purchased various
computer and phone system equipment for approximately $ 50,000. Office lease
payments for the next twelve months will be approximately $ 121,000.

Significant Change in Number of Employees

         If we are successful in obtaining additional funding, we intend to
hire, during the next twelve months, two to three software engineers, and
approximately five additional sales, marketing and administrative employees.
Total projected personnel costs for the next twelve months are estimated to be
approximately $ 2,100,000, of which approximately $ 600,000 is included above
under projected research and development costs.

ITEM 7.  FINANCIAL STATEMENTS

The consolidated financial statements of the Company are filed under this Item,
beginning on Page F-1 of this Report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         There have not been any changes in or disagreements with Accountants.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth certain information with respect to the
executive officers and directors as of December 31, 2000:
<TABLE>
<CAPTION>

         NAME                                AGE        POSITIONS AND OFFICES HELD

<S>                                          <C>        <C>
         Hans  Nehme                         37         President, Chief Executive Officer,
                                                        Chief Financial Officer, Director
         Erick K. F. Ahrens                  51         Vice President, Research and
                                                        Development
         John C. Leutwyler                   67         Director
         Nalini Rajender Frush               49         General Counsel, Vice President,
                                                        Secretary and Director
</TABLE>

                                       20
<PAGE>

         The following sets forth biographical information as to the business
experience of each of our executive officers and directors:

         Hans Nehme has served as our President, Chief Executive Officer, Chief
Financial Officer, and a director since December 1998, when we merged into our
predecessor corporation, Vertica California. Mr. Nehme served in similar
capacities with Vertica California from December 1995 to December 1998. From
December 1994 to December 1995, Mr. Nehme served as the President of InterLink
Trade Management, a consulting and export firm specializing in computer hardware
and peripherals, and from July 1995 to December 1995 he was Chairman of
Knowledge Direct, Inc., a company that produced training software products.

         Erick K. F. Ahrens has served as our Vice President, Research and
Development, since December 1998. From August 1996 until December 1998, Mr.
Ahrens was Research and Development Manager of QRS, Inc., an electronic data
interchange company. Mr. Ahrens served as Vice President, Research and
Development, of Vertica California from December 1995 until August 1996.

         Nalini Rajender Frush has served as our General Counsel and Vice
President of Regulatory Compliance since August 2000. She was elected to the
Board of Directors on December 15, 2000 and also serves as Secretary. Prior to
joining Vertica Software, Inc., Ms. Frush was President of Compliance & Closure,
Inc., an environmental consulting firm that specializes in regulatory compliance
and environmental site investigations, from 1992 until August 2000.

         John C. Leutwyler has served as a Director since November 1999. From
December 1994 until his retirement in April 1996, Mr. Leutwyler served as Vice
President and General Manager of Tanker Operations (Vessel and Commercial) for
Chevron Shipping Company, Chevron Corporation's marine transportation
subsidiary. He is currently the President of Canyon Consulting Company, which is
involved in worldwide marine and marine finance consulting.

         Ms. Susan N. Hastings, who served as a Director since December 1998,
chose to not stand for re-election at the Annual Meeting.

                                       21
<PAGE>

Number of Directors and Directors' Terms of Office

         We currently have three directors. There are no committees of the
Board. All directors hold office until the next annual meeting of shareholders.
No family relationships exist among our officers and directors.

         We believe the directors, executive officers and ten percent
shareholders made all required filings pursuant to Section 16(a) of the
Securities Exchange Act of 1934.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid by Vertica
Software to its officers and directors for services rendered to the company
during the fiscal year ended December 31, 2000:
<TABLE>
<CAPTION>

                                          SUMMARY COMPENSATION TABLE

(A)                    (B)        (C)        (D)        (E)                    (F)
NAME AND              YEAR       SALARY      BONUS      OTHER ANNUAL           LONG-TERM
PRINCIPAL POSITION    ----       ------      -----      COMPENSATION           COMPENSATION
------------------                                      ------------           -----------

<S>                   <C>        <C>          <C>        <C>                    <C>
Hans Nehme, Chief     2000       $105,053    -0-        -0-                    -0-
Executive Oficer,     1999       $112,800    -0-        -0-                    -0-
President, Director

Erick Ahrens, Vice    2000       $87,680     -0-        -0-                    -0-
President


Nalini Rajender       2000       $45,432     -0-        -0-                    -0-
Frush, General
Counsel, Vice
President, Director

John C. Leutwyler     2000       -0-         -0-        -0-                    -0-
Director
</TABLE>

DIRECTOR COMPENSATION

         Our directors do not receive any cash compensation for their services
as directors. It is anticipated that each non-employee director will be eligible
to participate in our stock option plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information with respect to beneficial
ownership of our common stock by:

         o        each person who beneficially owns more than 5% of each class
                  of stock;

         o        each of our executive officers;

         o        each of our directors;

                                       22
<PAGE>

         o        and all executive officers and directors as a group.

         The address of each stockholder listed in the table is c/o Vertica
Software, Inc., 5801 Christie Avenue, Suite 390, Emeryville, California 94608.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power with
respect to shares. To our knowledge, except under applicable community property
laws, the persons named in the table have sole voting and sole investment
control with respect to all shares beneficially owned. The applicable percentage
of ownership for each stockholder is based on 13,249,941 shares of common stock
outstanding on December 31, 2000.

         No options to purchase  shares of our common stock or other  securities
and no stock appreciation rights were granted to Mr. Nehme as of December 31,
2000. We maintain a group term life insurance policy for the benefit of our
employees. Such policy insures the life of each employee, including Mr. Nehme,
in the amount of $50,000, the beneficiaries of which are designated by the
employee.
<TABLE>
<CAPTION>

TITLE OF CLASS             NAME OF BENEFICIAL           AMOUNT AND NATURE OF             PERCENT OF
                           OWNER                        BENEFICIAL OWNERSHIP             CLASS

<S>                        <C>                             <C>                               <C>
Common Stock               Hans Nehme                   10,271,000(1)                     77.5%
Common Stock               Erick F. Ahrens              1,990                             *
Common Stock               John C. Leutwyler            -0-                               -0-
Common Stock               Susan N. Hastings            10,271,000(1)                     77.5%
Common Stock               Nalini Rajender Frush        -0-                               -0-

Common Stock               All officers and directors   10,272,990(1)                     77.5%
                           as a group (5)
</TABLE>

---------------------------------
* Represents less than 1%

(1) Includes 9,680,000 shares owned of record by Mr. Nehme and 591,000 shares
owned of record by Ms. Hastings.  Mr. Nehme and Ms. Hastings are husband and
wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND  RELATED TRANSACTIONS .

         On September 29, 1998, we entered into a Stock Purchase and Exchange
Agreement ("Purchase Agreement") with Vertica Software, Inc., a California
corporation ("Vertica California"), Hans Nehme and Scott M. Thornock and C.
Edward Venerable who at that time owned approximately 80% of our outstanding
common stock in the aggregate. Vertica California was in the business of
developing Internet and intranet software products serving the hazardous
materials industry. Pursuant to the Purchase Agreement, we issued to Mr. Nehme
an aggregate of 9,200,000 shares of our common stock in exchange for 4,930,000
shares of the common stock of Vertica California owned by Mr. Nehme. In
addition, Mr. Nehme purchased from the two shareholders 480,000 shares of our
common stock for a price of $25,000. As a result of this transaction, Mr. Nehme
acquired a controlling interest in us and Vertica California became our
wholly-owned subsidiary.

                                       23
<PAGE>

         On December 31, 1998, Vertica California merged with and into us. We
were the surviving corporation in the merger and the separate corporate
existence of Vertica California ceased. As a result of the above describe
acquisition and the merger, we acquired and have continued the business
originally commenced and operated by Vertica California.

         In connection with the merger effective as of December 31, 1998, we
advanced $25,000 to Mr. Nehme on an interest free basis for payment to the
shareholders of Perfection Development Corporation. Mr. Nehme repaid this
advance to us on January 15, 2000.

DESCRIPTION OF SECURITIES.

         Our articles of incorporation authorize the issuance of up to
30,000,000 shares of common stock, par value $0.0001 per share, and 3,000,000
shares of preferred stock, par value $0.001 per share. As of December 31, 1999,
12,077,941 shares of common stock were outstanding, and no shares of preferred
stock were outstanding.

         Each holder of common stock is entitled to one vote for each share on
all matters to be voted upon by the stockholders. Our Colorado articles of
incorporation provide that shareholders shall not have cumulative voting rights
in the election of directors. Nevertheless, we may be a "quasi-California
corporation" within the meaning of Chapter 21 of the California Corporations
Code. This would be the case if the average of our "property factor", "payroll
factor" and "sales factor" (as defined in the California Revenue and Taxation
Code) is more than fifty percent (50%), and more than one-half of our
outstanding voting securities are held of record by persons having addresses in
California. If a corporation is a quasi-California corporation, California law
provides that certain portions of the California Corporations Code, including
those pertaining to cumulative voting for directors, shall govern it, to the
exclusion of the law of the true jurisdiction of incorporation. Under Section
708 of the California Corporations Code, if any shareholder gives notice at a
meeting, prior to voting for directors, of his intention to cumulate his votes,
all shareholders may cumulate their votes in the election for directors; i.e.,
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which the shareholder's shares are
normally entitled, or distribute the shareholder's votes on the same principle
among as many candidates as the shareholder thinks fit. The candidates receiving
the highest number of affirmative votes, up to the number of directors to be
elected, are elected to the Board of Directors.

                                       24
<PAGE>

         Subject to preferences to which holders of any future series of
preferred stock may be entitled, holders of common stock will be entitled to
receive ratably any dividends that may be declared from time to time by the
Board of Directors out of funds legally available for that purpose. In the event
of our liquidation, dissolution or winding up, holders of common stock will be
entitled to share in our assets remaining after the payment of liabilities and
the satisfaction of any liquidation preference granted to the holders of any
outstanding shares of preferred stock. Holders of common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to our common stock. The
rights, preferences and privileges of the holders of common stock are subject
to, and may be adversely affected by the rights of the holders of shares of any
series of preferred stock that we may designate in the future.

         We have never declared or paid any dividends on our common stock. We do
not anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the
expansion of our business. Any future determination to pay cash dividends will
be at the discretion of the Board of Directors and will depend upon our
financial condition operating results, capital requirements and other factors
the Board of Directors deems relevant.

         The Board of Directors presently has the authority by resolution to
issue up to 3,000,000 shares of preferred stock, par value $0.001 per share, and
without further action by the stockholders, to divide any and all shares of the
preferred stock into series and to fix and determine the relative rights and
preferences of the preferred stock, such as the designation of series and the
number of shares constituting such series, dividend rights, redemption and
sinking fund provisions, liquidation and dissolution preferences, conversion or
exchange rights and voting rights, if any. With respect to voting rights, if the
preferred stock were permitted to vote in the election of directors or on other
matters, each such share would be entitled to one vote, and such shares may vote
with the shares of common stock or may vote as a separate class. Issuances of
preferred stock by the Board of Directors could result in such shares having
dividend and/or liquidation preferences senior to the rights of the holders of
common stock and could dilute the voting rights of the holders of common stock.

                                       25
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         The following Exhibits are incorporated herein by reference from the
Registrant's Form 10-SB Registration Statement filed with the Securities and
Exchange Commission, SEC File # 000-28813 on January 7, 2000, and all amendments
thereto. Such exhibits are incorporated herein by reference pursuant to Rule
12b-32:

Exhibit No.            Exhibit Description

3.1      Articles of Incorporation*

3.2      Articles of Amendment to the Articles of Incorporation*

3.3      Bylaws*

10.1     Convertible Promissory Note of Vertica California dated April 10, 1997
         in the principal amount of $ 50,000*

10.2     Convertible Promissory Note of Vertica California dated April 11, 1997
         in the principal amount of $ 50,000*

10.3     Note Purchase Agreement dated April 9, 1997 between Vertica California
         and Arthur A. Gingell*

10.4     Stock Purchase and Exchange Agreement dated September 29, 1998 by and
         among the Registrant, Scott M. Thornock, Edward C. Venerable, Vertica
         California and Hans Nehme*

10.5     Custom Content Agreement dated January 19, 2000 between the Registrant
         and ScreamingMedia.com, Inc.*

10.6     License Agreement dated as of December 1, 1999 between Registrant and
         Stockpoint, Inc.*

10.7     Lease Agreement dated as of December 1, 1999 between Registrant and
         Spieker Properties, L.P.*

10.8     Letter of Agreement dated January 7, 2000 between Registrant and
         Pfeiffer Public Relations, Inc.*

10.9     Memo of Understanding dated November 24, 1999 between the Registrant
         and Capital Investment Advisory Partners**

10.10    Form of Convertible Promissory Note**

*        Filed with Amendment No.1 to the Form 10-SB of the Registrant on
         February 28, 2000.

**       Filed with Amendment No. 2 to the Form 10-SB of the Registrant on March
         9, 2000.

            The following exhibits are filed herewith and are incorporated
herein:

10.11    General Services Agreement dated October 1, 2000 between W. F. Mason &
         Associates and Vertica Software

10.12    2000 Equity Incentive Plan

(b)      Reports on Form 8-K

         The company did not file any reports on Form 8-K for the year ended
December 31, 2000.

                                       26
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Vertica Software, Inc. has duly caused this annual report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.


                                           VERTICA SOFTWARE, INC.


Dated:  April 16, 2000                     By: /s/ Hans Nehme
                                               ------------------------
                                               Hans Nehme, President and Chief
                                               Executive Officer



In accordance with requirements of the Securities Exchange Act, this Annual
Report has been signed by the following persons in the capacities and on the
date indicated.


SIGNATURES                                 TITLE
----------                                 -----

/s/ Hans Nehme                             Chairman of the Board of Directors,
--------------------------------           President and Chief Executive Officer
Hans Nehme


/s/ Nalini Rajender Frush                  General Counsel, Vice President and
--------------------------------           Director
Nalini Rajender Frush


/s/ John C. Leutwyler                      Director
--------------------------------
John C. Leutwyler


DATE: April 16, 2001
----




                                       27
<PAGE>