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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 September 30, 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
November 2, 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 September 30, 2001,
and the results of its operations and changes in its financial
position from November 17, 1999, through September 30, 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. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2000.
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Cygni Investments, Inc.
(A Development Stage Company)
Balance Sheet
September 30, December 31,
2001 2000
(Unaudited)
Assets
Current Assets
Cash (Note 1) $ 779 $ 7,739
-------- --------
Total Assets $ 779 $ 7,739
======== ========
Liabilities & Stockholders' Equity
Current Liabilities
Interest Payable $ 2,555 $ 1,405
Note Payable - related party (Note 4) 15,330 15,330
-------- --------
Total Current Liabilities 17,885 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 (27,106) (18,996)
--------- ---------
Total Stockholders' Equity (17,106) 8,996
--------- ---------
Total Liabilities and Stockholders' Equity $ 779 $ 7,739
========= =========
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
November
For the Three For the Three For the Nine For the Nine 17, 1999
Months Ended Months Ended Months Ended Months Ended (Inception) to
September 30, September 30, September 30, September 30, September 30,
2001 2000 2001 2000 2001
REVENUE
Interest Revenue $ - $ - $ - $ - $ -
EXPENSES
General and Administrative $ 1,215 $ 13,930 $ 6,960 $ 16,630 $ 24,552
Interest Expense 383 383 1,149 1,022 2,554
---------- ---------- ---------- ---------- ----------
Total Expenses 1,598 14,313 8,109 17,652 27,106
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS)
- Before Taxes $ (1,598) $ (14,313) $ (8,109) $ (17,652) $ (27,106)
Taxes (Note 2) - - - - -
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) $ (1,598) $ (14,313) $ (8,109) $ (17,652) $ (27,106)
Loss Per Common Share
(Note 1) - (0.01) (0.01) (0.01)
Average Outstanding Shares
(Note 1) 1,000,000 1,000,000 1,000,000 727,178
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
November
For the Nine For the Nine 17, 1999
Months Ended Months Ended (Inception)
September 30, September 30, September 30,
2001 2000 2001
Cash Flows from Operating Activities
Net (Loss) $ (8,109) $ (17,652) $ (27,106)
Adjustments to Reconcile Net Loss to Net Cash
Increase in Accounts/Interest Payable 1,149 1,022 2,555
Expenses Paid by Stock Issuance - 2,285 2,285
---------- ---------- ----------
Net (Used) by Operating Activities (6,960) (14,345) (22,266)
---------- ---------- ----------
Cash Flows from Investing Activities - - -
---------- ---------- ----------
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - 7,715 7,715
Issuance of Note Payable for Cash - 15,330 15,330
---------- ---------- ----------
Net Cash Provided by Financing Activities - 23,045 23,045
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents (6,960) 8,700 779
Cash and Cash Equivalents at
Beginning of Period 7,739 - -
---------- ---------- ----------
Cash and Cash Equivalents at End of Period $ 779 $ 8,700 $ 799
========== ========== ==========
Disclosure from Operating Activities
Interest $ - $ - $ -
Taxes - - -
See Accompanying Notes
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 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 $19,000 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 $ 5,699
Valuation allowance $ (5,699)
--------
Total $ -
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 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 in
cash and $2,285 in services as capital contributions for stock of
the Company and Mezzanine Capital Ltd., an entity of which Eric
C. Bronk, a shareholder of the Company, is an executive officer
and director, loaned $15,330 to the Company at its inception 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.
/s/ Carl Suter
Date: November 13, 2001 By: Carl Suter, President and
Principal Financial and Accounting Officer