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.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.00001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
92532R 20 3
--------------------------------------------------------------------------------
(CUSIP Number)
Luiz Claudio Valdetaro Galvao e Mello
6336 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90048
(323) 658-4211
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
GARY L. BLUM
LAW OFFICES OF GARY L. BLUM
3278 WILSHIRE BOULEVARD, SUITE 603
LOS ANGELES, CALIFORNIA 90010
(213) 381-7450
APRIL 6, 2000
--------------------------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 92532R 20 3 PAGE 2
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LUIZ CLAUDIO VALDETARO GALVAO E MELLO
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRAZIL
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
41,352,940
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
41,352,940
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,352,940
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.61%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
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 by Luiz Claudio Valdetaro Galvao e
Mello referred to herein as the "Reporting Person."
(b) The principal business address of the Reporting Person is 6336
Wilshire Boulevard, Los Angeles, California 90048.
(c) The Reporting Person is the Chief Technology Officer of the Company,
which is a multi-lingual portal and internet solutions provider. The principal
address of the Company is set forth in Item 1 above.
(d) and (e) The Reporting Person has 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 citizen of Brazil; a Resident Alien of the
United States of America.
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.
<PAGE>
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 41,352,940
shares of the Common Stock (the "Shares"), which represent 5.61% he outstanding
shares of the Common Stock. The Reporting Person has the sole power to vote and
dispose of the Shares. Of the Shares: (i) 38,352,940 are held by the Reporting
Person in his individual capacity; and (ii) 3,000,000 are owned by the Reporting
Person's three (3) minor children in their individual names.
(c) Except for the Merger and the Aquisition 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.
<PAGE>
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 *
----------
* 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: June 28, 2000 /s/ Luiz Claudio Valdetaro Galvao e Mello
-------------------------------------
Luiz Claudio Valdetaro Galvao e Mello
<PAGE>
SCHEDULE 13D
CUSIP NO. 92532R 20 3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
Exhibit A - AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
VERTICAL COMPUTER SYSTEMS, INC., AND ANTHONY DEMINT *
----------
* 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.
<PAGE>
Table of Contents
--------------------------------------------------------------------------------
To jump to a section, double-click on the section name.
SC 13D
Name of Reporting Person.......................................................2
Item 1.........................................................................3
Item 2.........................................................................3
Item 3.........................................................................3
Item 4.........................................................................4
Item 5.........................................................................4
Item 6.........................................................................5
Item 7.........................................................................5
