SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
OCTOBER 04, 2000
Date of Report
(Date of Earliest Event Reported)
VERTICAL COMPUTER SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
6336 WILSHIRE BLVD.
LOS ANGELES, CA 90048
(Address of Principal Executive Offices)
(323) 658-4200
(Registrant's Telephone Number)
SCIENTIFIC FUEL TECHNOLOGIES, INC.
1850 EAST FLAMINGO ROAD, #111
LAS VEGAS, NV 89119
(Former name and former address)
DELAWARE 0-28685 69-0393635
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) File Number) Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change of control of the Registrant occurred on October 4, 2000, when
Eurovest, Inc. ("Eurovest"), a Nevada corporation controlled by Dr. Terry
Washburn (who is a member of the Board of Directors of the Registrant), acquired
a total of 147,350,980 shares of the Registrant's common stock from Marc Elalouf
("Elalouf") and Patrice Lambert (and from Lambert's affiliate, Queue
Communications, Ltd.) (collectively, "Lambert"), each of whom were deemed
control persons of the Registrant. The 147,350,980 shares represent
approximately 19.75% of the Registrant's issued and outstanding shares.
As a result of the transaction, neither Elalouf nor Lambert have a controlling
interest in the Registrant. Eurovest, upon consummation of the transaction,
cancelled 144,850,980 of the 147,350,980 shares conveyed by the former control
persons, leaving 2,500,000 shares beneficially owned by Dr. Terry Washburn,
Director of the Registrant. One million (1,000,000) of the aforesaid 2,500,000
shares are being held as a contingent reserve against delivery of 1,000,000
shares by Lambert for cancellation.
The parties, on October 4, 2000 entered into a Stock Purchase Agreement whereby
Elalouf and Lambert exchanged the 147,350,980 shares of the Registrant for 100%
of the outstanding shares of Externet World, Inc., a California corporation,
which is wholly owned by Eurovest.
Pursuant to Item 403(c) of Regulation S-K, the Registrant knows of no
arrangements, including a pledge by any person of securities of the Registrant
or any of its parents, whereby the operations of which may at a subsequent date
result in a change in control of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERTICAL COMPUTER SYSTEMS, INC.
BY /s/ RICHARD WADE, PRESIDENT
------------------------------
BY /s/ JULIE M. HOLMES,
CHIEF FINANCIAL OFFICER
------------------------------
DATE: OCTOBER 19, 2000
