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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
VERTICAL COMPUTER SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.00001 PER SHARE
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(Title of Class of Securities)
92532R 20 3
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(CUSIP Number)
PATRICE LAMBERT
3940 Laurel Canyon #534
Studio City, CA 91604
(323) 428-3577
QUEUE COMMUNICATIONS, LTD.
6 Horizons Villas
Frigate Bay
St. Kitts
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 2
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1 NAMES OF REPORTING PERSONS
PATRICE LAMBERT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE, RESIDENT ALIEN OF THE UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF
143,625,500
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
143,625,500
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,625,500
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.47%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE> 3
SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 2
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1 NAMES OF REPORTING PERSONS
QUEUE COMMUNICATIONS LTD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CORPORATION ORGANIZED IN SAINT CHRISTOPHER AND NEVIS 1/25/99
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7 SOLE VOTING POWER
NUMBER OF
101,372,560
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
101,372,560
REPORTING ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,372,560
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE> 4
SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 3
The information contained in this Schedule 13D is as of the date hereof,
unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.00001 per share (the "Common Stock"),
of Vertical Computer Systems, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 6336 Wilshire Boulevard,
Los Angeles, California 90048.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed jointly by Patrice Lambert, who is
sometimes referred to herein as the "Reporting Person" as well as for Queue
Communications, Ltd. a St. Kitts corporation wholly owned by the Reporting
Person.
(b) The principal business address of the Reporting Person is 3940 Laurel
Canyon #534, Studio City, CA 91604. The address for Queue Communications, LTD is
6 Horizons Villas, Frigate Bay, St. Kitts.
(c) The Reporting Person is the beneficial owner of greater than 10%
shareholder of the company, which is a multi-lingual portal and internet
solutions provider. Queue Communications, Ltd. which is 100% owned by the
Reporting Person is the owner of greater than 10% shareholder of the company.
The principal address of the Company is set forth in Item 1 above.
(d) and (e) Neither the Reporting Person nor Queue Communications, Ltd.,
have not, during the last five years, been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The Reporting Person is a Resident Alien of the United States of
America and a citizen of France. Queue Communications, Ltd. is a corporation
incorporated in Saint Christopher and Nevis on January 25, 1999.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 6, 2000, Vertical Computer Systems, inc., a Delaware Corporation,
acquired 100% of the issued and outstanding stock of Scientific Fuel Technology,
Inc., a Nevada Corporation pursuant to an Agreement and plan of Reorganization
which has previously been reported on Form 8-K and filed on April 21, 2000.
(FILE NUMBER: 000-28685).
As a result of the Agreement and Plan of Reorganization dated as of April 6,
2000 ("Agreement") by and between Vertical Computer Systems, Inc., a Delaware
corporation ("VCSY") and Anthony DeMint, a resident of the state of
Nevada.("DeMint"), VCSY acquired from DeMint on April 6, 2000 10,000,000 common
shares of Scientific Fuel Technology, Inc. ("Registrant") in exchange for
2,000,000 newly issued common shares of VCSY. The VCSY shares were issued from
its authorized but unissued capital stock reserve. The 10,000,000 common shares
of Registrant purchased by VCSY represent 100% of the issued and outstanding
shares of Registrant on a fully diluted basis.
Prior to the execution of the Agreement, control of the Registrant was held by
DeMint who owned 100% of the issued and outstanding shares. After the execution
of the Agreement, the Reporting Person's shares of Vertical Computer Systems,
Inc. remained the same. There are no options outstanding on behalf of the
Reporting Person.
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SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 4
ITEM 4. PURPOSE OF THE TRANSACTION
The principal purpose of the transaction was to effect a combination of the
assets, properties and businesses of the Company and Scientific Fuel Technology,
Inc.
The Reporting Person has no present plans, proposals or intentions which relate
to or would result in (a) the acquisition by the Reporting Person of additional
securities of the Company (other than in connection with stock option plans or
other employee benefit plans of the Company), or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board (except that the board
will be expanded to include two or three "independent directors" in order to
satisfy requirements of the Securities and Exchange Commission and the NASDAQ
OTC BB); (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change to the Company's business
or corporate structure (other than the possible consolidation or other
reorganization of the Company's subsidiaries); (g) changes in the Company's
charter or bylaws or other actions which may impede the acquisition of control
of the Company by any person; (h) the Common Stock or any other class of
securities of the Company to be delisted from the NASDAQ OTC BB; (i) the Common
Stock or any other class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
The Reporting Person is not party to any Voting and Shareholders Agreement
relating to the voting and disposition of shares of Common Stock. Nor is the
Reporting Person under any obligation to increase or decrease his holdings of
Common Stock. Depending upon future developments, the Reporting Person may, in
his discretion, develop plans at any time or from time to time which could
relate to or result in one or more of the actions or events described above. The
Reporting Person reserves the right to act with respect to his holdings as he
deems in his own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Reporting Person is the beneficial owner of 143,625,500
shares of the Common Stock (the "Shares"), which represent 19.47% of the
outstanding shares of the Common Stock. The Reporting Person has the sole power
to vote and dispose of the Shares. Of the Shares: (i) 42,252,940 are held by the
Reporting Person in his individual capacity; (ii) 101,372,560 are owned by Queue
Communications Ltd., a Saint Christopher and Nevis corporation controlled by the
Reporting Person.
(c) Except for the Merger and the acquisition of the Shares therein, the
Reporting Person has not effected any transactions in the Common Stock during
the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
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SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Person is not party to any agreements nor is encumbered by
other covenants as to the voting and disposition of the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERTICAL COMPUTER
SYSTEMS, INC., AND ANTHONY DEMINT *
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* Included in the Form 8-K (File No. 000-28685), of Vertical Computer Systems,
Inc. initially filed on April 21, 2000 and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 20, 2000
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Patrice Lambert
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Queue Communications, Ltd. by
Patrice Lambert, Chairman.
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SCHEDULE 13D
CUSIP NO. 92532R 20 3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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Exhibit A - AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
VERTICAL COMPUTER SYSTEMS, INC., AND ANTHONY DEMINT *
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* Included in Form 8-K (File No. 000-28685), of Vertical Computer Systems, Inc.
initially filed on April 21, 2000 and incorporated herein by reference.
