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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-31165
CYGNI INVESTMENTS, INC.
(Exact name of Registrant as specified in charter)
NEVADA 88-0442584
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Check whether the Issuer (1) has 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 fling
requirements for the past 90 days.
(1) Yes [X] No [ ] (2) 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: At May 7, 2001,
there were 1,000,000 shares of the Registrant's Common Stock
outstanding.
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PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the
financial position of the Company as of March 31, 2001, and the
results of its operations and changes in its financial position from
November 17, 1999, through March 31, 2001, have been made. The
results of its operations for such interim period is not necessarily
indicative of the results to be expected for the entire year.
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Cygni Investments, Inc.
(A Development Stage Company)
Balance Sheet
March December
31, 2001 31, 2000
---------- ----------
(Unaudited)
Assets
Current Assets
- --------------
Cash (Note 1) $ 7,239 $ 7,739
---------- ----------
Total Assets $ 7,239 $ 7,739
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
- -------------------
Accounts Payable $ 2,600 $ -
Interest Payable 1,789 1,405
Note Payable - related party (Note 4) 15,330 15,330
---------- ----------
Total Current Liabilities 19,719 16,735
Stockholders' Equity
- --------------------
Common Stock 100,000,000 Shares
authorized at $0.001 par value;
1,000,000 shares issued and outstanding 1,000 1,000
Capital in Excess of Par Value 9,000 9,000
Deficit accumulated during development stage (22,480) (18,996)
---------- ----------
Total Stockholders' Equity (12,480) 8,996
---------- ----------
Total Liabilities and
Stockholders' Equity $ 7,239 $ 7,739
========== ==========
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
November
17, 1999 to
For the Three Months Ended (Inception)
March March March
31, 2001 31, 2000 31, 2001
---------- ---------- ----------
Revenue $ - $ - $ -
- ------- ---------- ---------- ----------
Expenses
- --------
General & Administrative $ 3,100 $ 15 $ 20,692
Interest Expense 383 - 1,788
---------- ---------- ----------
Total Expenses 3,483 15 22,480
---------- ---------- ----------
Net Income (Loss)
Before Taxes $ (3,483) $ (15) $ (22,480)
Taxes (Note 2) - - -
---------- ---------- ----------
Income (Loss) $ (3,483) $ (15) $ (22,480)
========== ========== ==========
Loss Per
Common Share $ (0.00) $ (0.00)
Average Outstanding
Shares (Note 1) 1,000,000 695,000
========== ==========
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
November
17, 1999 to
For the Three Months Ended (Inception)
March March March
31, 2001 31, 2000 31, 2001
---------- ---------- ----------
Cash Flows from Operating Activities
- ------------------------------------
Net (Loss) $ (3,483) $ (15) $ (22,480)
Increase (Decrease) in;
Accounts Payable/Interest Payable 2,983 - 4,389
Expenses paid by Stock Issuance - - 2,285
---------- ---------- ----------
Net Cash Provided by Operating
Activities (500) (15) (15,806)
Cash Flows from Investing Activities - - -
- ------------------------------------ ---------- ---------- ----------
Cash Flows from Financing Activities
- ------------------------------------
Issuance of Common Stock for Cash - - 7,715
Issuance of Note Payable for Cash - - 15,330
---------- ---------- ----------
Net Cash Provided by Financing
Activities - - 23,045
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents (500) (15) 7,239
Cash and Cash Equivalents at
Beginning of Period 7,739 20,000 -
---------- ---------- ----------
Cash and Cash Equivalents at
End of Period $ 7,239 $ 19,985 $ 7,239
========== ========== ==========
Disclosure for Operating Activities
- -----------------------------------
Interest $ - $ - $ -
Income Taxes - - -
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
-------------------------
Cygni Investments, Inc. (the "Registrant" or the "Company") was
incorporated in Nevada on November 17, 1999, as Cygni Investments,
Inc. for the purpose of seeking and consummating a merger or
acquisition with a business entity organized as a private corporation,
partnership, or sole proprietorship.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.
Earnings (Loss) Per Share
-------------------------
The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income taxes" in the fiscal year ended December 31,
2000.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the
current year and (b) deferred tax liabilities and assets for future
tax consequences of events that have been recognized in the financial
statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences for the current year
accordingly, no deferred tax liabilities have been recognized.
No provision for income taxes has been recorded due to net
operating loss carryforward totaling approximately $0 that will be
offset against future taxable income. The NOL carryforward begins to
expire in the year 2020. No tax benefit has been reported in the
financial statements.
Deferred tax assets and the valuation account at December 31, 2000
is as follows:
Deferred tax asset:
NOL carryforward $ -
Valuation allowance -
----------
Total $ -
==========
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. In these financial statements, assets, liabilities
and earnings involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
NOTE 4 - NOTE PAYABLE RELATED PARTY
The Company issued a promissory note in the amount of $15,330 to
Mezzanine Capital Ltd. on February 4, 2000. The note is unsecured and
carries an interest rate of 10% per annum. The principal and interest
of the note shall be due and payable on February 4, 2002.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. Since its inception,
the Company has had no operations. The Company was organized for the
purpose of engaging in any lawful activity permitted under Nevada
state law; however, the Company does not have any significant cash or
other material assets, nor does it have an established source of
revenues sufficient to cover operating costs and to allow it to
continue as a going concern. The Company intends to take advantage of
any reasonable business proposal presented which management believes
will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, but will submit the
proposal to the shareholders for final approval.
The original shareholders contributed a total of $7,715 as capital
contributions for stock of the Company and Mezzanine Capital Ltd.
loaned $15,330 to the Company for operating expenses.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial
management time and attention and will require the Company to incur
costs for payment of accountants, attorneys, and others. If a
decision is made not to participate in or complete the acquisition of
a specific business opportunity, the costs incurred in a related
investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the
particular transaction may result in a the loss to the Company of all
related costs incurred.
Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge with a
business prospect. There is no assurance that the Company will be
able to acquire an interest in any such prospects, products, or
opportunities that may exist or that any activity of the Company,
regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of
the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital
in determining the terms and conditions under which the Company would
consummate such an acquisition. Potential business opportunities, no
matter which form they may take, will most likely result in
substantial dilution for the Company's shareholders due to the likely
issuance of stock to acquire such an opportunity.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Cygni Investments, Inc.
Date: May 15, 2001 By /s/ Carl Suter, President and
Principal Financial and Accounting
Officer