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As filed with the Securities and Exchange Commission on October 27, 1999
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _________ to _________
Commission file number: 000-26373
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ZEPPELIN SOFTWARE, INC.
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(Exact Name of Small Business Issuer in Its Charter)
DELAWARE 98-0196717
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(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2408 WESTHILL COURT
WEST VANCOUVER, BRITISH COLUMBIA
CANADA V7S-3A5
(604) 926-2793
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(Address and Telephone Number of Principal Executive Offices)
Copies to:
STANLEY MOSKOWITZ, ESQ.
MOSKOWITZ ALTMAN & HUGHES LLP
11 EAST 44TH STREET, SUITE 504
NEW YORK, NY 10017
(212) 953-1121
Check whether the issuer: (1) 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. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of October 25, 1999, there were
approximately 8,500,000 shares of the Company's Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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TABLE OF CONTENTS
TABLE OF CONTENTS
PART I
ITEM 1 FINANCIAL STATEMENTS
Balance Sheet as of June 30, 1999
Results of Operations for the three months, six months and
from inception ended June 30, 1999
Statement of Cash Flow for the three months, six months and
from inception ended June 30, 1999
Notes to Financial Statements
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
PART II
ITEM 1 LEGAL PROCEEDINGS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
A S S E T S
CURRENT ASSETS
Cash $ 33,077
Other current assets 488
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TOTAL CURRENT ASSETS 33,565
EQUIPMENT (NET OF ACCUMULATED
DEPRECIATION OF $304) 5,784
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$ 39,349
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 32,605
Due to a common stockholder 30,000
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TOTAL CURRENT LIABILITIES 62,605
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STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value per share:
Authorized and unissued 5,000,000 shares
Common stock, $0.001 par value per share:
Authorized 95,000,000 shares
Issued and outstanding 8,500,000 shares 8,500
Additional paid-in capital 102,144
Deficit accumulated during the development stage (133,900)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (23,256)
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$ 39,349
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE
<TABLE>
<CAPTION>
Six Months Three Months October 2, 1998
Ended Ended (Inception) to
June 30, 1999 June 30, 1999 June 30, 1999
------------- ------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUE $ -- $ -- $ --
--------- --------- ---------
EXPENSES
Consulting fees 96,303 34,146 96,303
Professional fees 33,720 31,898 33,720
Travel and entertainment 412 (88) 412
Filing fees 220 220
Office expense 84 84 84
Transfer agent fee 661 161 661
Dues and subscriptions 167 141 337
Printing and reproduction 1,085 1,064 1,085
Postage and delivery 134 117 134
Bank service charges 56 45 80
Licenses and permits 232
Depreciation expense 304 152 304
Technical support 252 252 252
Telephone expense 76 76 76
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TOTAL EXPENSES 133,474 68,048 133,900
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NET LOSS (133,474) (68,048) (133,900)
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE AT
BEGINNING OF PERIOD (426) (65,852)
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DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE AT
END OF PERIOD $(133,900) $(133,900) $(133,900)
========= ========= =========
</TABLE>
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Three Months October 2, 1998
Ended Ended (Inception) to
June 30, 1999 June 30, 1999 June 30, 1999
(Unaudited) (Unaudited) (Unaudited)
------------- ------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(133,474) $ (68,048) $(133,900)
Adjustments to reconcile net loss to
net cash used in operating activities:
Noncash items:
Depreciation of equipment 304 152 304
Decrease in prepaid expenses 500
Increase in other current assets (488) (488) (488)
Decrease in accrued expenses payable (1,822)
Increase in accounts payable 32,605 32,605 32,605
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NET CASH USED IN OPERATING ACTIVITIES (100,553) (37,601) (101,479)
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CASH FLOWS USED IN INVESTING ACTIVITIES:
Payments for the purchase of equipment (6,088) -- (6,088)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from a common stockholder -- 30,000 30,000
Repayment of advances from a common
stockholder (539)
Proceeds from common stock subscriptions 5,488 8,000
Proceeds from issuance of common stock 125,000 30,750 125,000
Payments for expenses preparatory to an
offering of the Company's common stock (21,190) (21,190) (22,356)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 109,298 39,021 140,644
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NET INCREASE IN CASH 2,657 1,420 33,077
CASH AT BEGINNING OF PERIOD 30,420 31,657 --
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CASH AT END OF PERIOD $ 33,077 $ 33,077 $ 33,077
========= ========= =========
</TABLE>
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Six Months Three Months October 2, 1998
Ended Ended (Inception) to
June 30, 1999 June 30, 1999 June 30, 1999
(Unaudited) (Unaudited) (Unaudited)
------------- ------------- ---------------
<S> <C> <C> <C>
SUPPLEMENTAL INFORMATION ABOUT
CASH PAYMENTS IS AS FOLLOWS:
Cash payments of interest $ -- $ -- $ --
Cash payments for income taxes $ -- $ -- $ --
</TABLE>
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited interim financial statements of Zeppelin
Software, Inc. (the "Company") have been prepared in accordance with Form
10-QSB instructions and in the opinion of management contains all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position of the Company as of June 30, 1999,
and the results of its operations and cash flows for the six month and
three month periods ended June 30, 1999, and for the period October 2, 1998
(inception) to June 30, 1999. These results have been determined on the
basis of generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the Company's 1998
financial statements.
Certain information and footnote disclosures normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
the accompanying financial statements be read in conjunction with the
financial statements and notes thereto incorporated by reference in the
Company's 1998 financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES
The Company was organized on October 2, 1998 under the laws of
the State of Delaware. The Company was formed for the express purpose
of developing digital microwave products essential to the development
of communications networks for highly established competitive markets
as well as new developing markets. The Company is presently in its
development stage.
B. OFFERING OF THE COMPANY'S COMMON STOCK
As at June 30, 1999, the Company completed an offering of 500,000
shares of its common stock at an offering price of $.25 per share to
qualified investors. The offering was made pursuant to the exemptions
from registration with the Securities and Exchange Commission (SEC)
provided by Regulation D, Rule 504, of the 1933 Act, and under
applicable state laws, rules and regulations.
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C. USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
Zeppelin Software, Inc. was established to build and market a 38 gigahertz (GHz)
digital microwave radio. The Company will be doing business as "3G Wireless
Broadband.com."
The Company will have to raise additional funds in the next twelve months.
Currently, the Company is funded through cash advances from its directors and
officers. There are no specific terms for repayment. Once the Company begins
trading on the NASDAQ Bulletin Board, the Company expects to raise $1.5 million
to $3 million through a private placement.
To date, the Company has refined the technical specifications and market
requirements of its planned digital microwave radio, further identified the cost
of developing and producing its radio, and contacted potential senior employees.
Currently, two excellent candidates are negotiating contracts with the Company.
The Company is establishing an engineering office in Redmond, WA. Once the
Company is funded adequately, approximately six engineers will be hired and test
equipment will be purchased.
PART II. OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings or claims that it
believes will have, individually or in the aggregate, a material adverse effect
on the Company's business, financial condition or results of operations.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ZEPPELIN SOFTWARE, INC.
Date: October 26, 1999 By: \s\ Paul Minichiello
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Paul Minichiello
President
Date: October 26, 1999 By: \s\ Scott Lee Kostiuk
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Scott Lee Kostiuk
Secretary and Treasurer
