<PAGE>
As filed with the Securities and Exchange Commission on November 12, 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 SEPTEMBER 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.
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 98-0196717
(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
(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 November 5, 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 September 30, 1999
Results of Operations for the three months,
nine months and from inception ended
September 30, 1999
Statement of Cash Flow for the three months,
nine months and from inception ended
September 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
SEPTEMBER 30, 1999
(UNAUDITED)
A S S E T S
-----------
CURRENT ASSETS $ -
EQUIPMENT (NET OF ACCUMULATED
DEPRECIATION OF $457) 5,631
----------
$ 5,631
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Bank overdraft $ 538
Accounts payable 53,135
Due to common stockholders 35,003
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TOTAL CURRENT LIABILITIES 88,676
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 (193,689)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (83,045)
----------
$ 5,631
==========
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ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE
<TABLE>
<CAPTION>
OCTOBER 2,
NINE MONTHS THREE MONTHS 1998
ENDED ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1999 1999
------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
REVENUE $ - $ - $ -
-------- -------- --------
EXPENSES
Consulting fees 135,000 38,697 135,000
Professional fees 50,487 16,767 50,487
Travel and entertainment 412 412
Filing fees 220 220
Office expense 189 105 189
Transfer agent fee 990 329 990
Dues and subscriptions 322 155 492
Printing and reproduction 4,554 3,469 4,554
Postage and delivery 248 114 248
License and permits 232
Bank service charges 56 80
Depreciation expense 457 153 457
Technical support 252 252
Telephone expense 76 76
-------- -------- --------
TOTAL EXPENSES 193,263 59,789 193,689
-------- -------- --------
NET LOSS (193,263) (59,789) (193,689)
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE AT
BEGINNING OF PERIOD (426) (133,900)
-------- -------- --------
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE AT
END OF PERIOD $(193,689) $(193,689) $(193,689)
========= ========= =========
</TABLE>
<PAGE>
ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
OCTOBER 2,
NINE MONTHS THREE MONTHS 1998
ENDED ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1999 1999
------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(193,263) $(59,789) $(193,689)
Adjustments to reconcile net loss to net
cash used in operating activities:
Noncash items:
Depreciation of equipment 457 153 457
Decrease in prepaid expenses 500
Decrease in other current assets 488
Increase in accounts payable 53,135 20,530 53,135
--------- -------- ---------
NET CASH USED IN OPERATING ACTIVITIES (139,171) (38,618) (140,097)
--------- -------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Payments for the purchase of equipment (6,088) (6,088)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from common stockholders 5,003 5,003 35,003
Proceeds from common stock subscriptions 5,488 8,000
Proceeds from issuance of common stock 125,000 125,000
Payments for expenses preparatory to an
offering of the Company's common stock (21,190) (22,356)
--------- -------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 114,301 5,003 145,647
--------- -------- ---------
NET DECREASE IN CASH (30,958) (33,615) (538)
CASH AT BEGINNING OF PERIOD 30,420 33,077
--------- -------- ---------
CASH AT END OF PERIOD (OVERDRAFT) $ (538) $ (538) $ (538)
========= ======== =========
(CONTINUED)
</TABLE>
<PAGE>
ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
OCTOBER 2,
NINE MONTHS THREE MONTHS 1998
ENDED ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1999 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>
<PAGE>
ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 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 10QSB 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 September 30, 1999, and the results of
its operations and cash flows for the nine month and three month
periods ended September 30, 1999, and for the period October 2, 1998
(inception) to September 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 September 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.
<PAGE>
ZEPPELIN SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 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.
<PAGE>
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: November 10, 1999 By: \s\ Paul Minichiello
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Paul Minichiello
President
Date: November 11, 1999 By: \s\ Scott Lee Kostiuk
----------------- -------------------------
Scott Lee Kostiuk
Secretary and Treasurer
