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 June 30, 2002
[ ] 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: 000-31165
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
3857 BIRCH STREET, #606, NEWPORT BEACH, CA 92660
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (949) 644-0095
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 August 8, 2002, there
were 1,000,000 shares of the Registrant's Common Stock outstanding.
Page 2
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 June 30, 2002, and the results of its
operations and changes in its financial position from November 17, 1999,
through June 30, 2002, 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,
2001.
Page 3
Cygni Investments, Inc.
(A Development Stage Company)
Balance Sheet
June 30, December 31,
2002 2001
------------ ------------
(Unaudited)
Assets
Current Assets
Cash $ - $ 629
---------- ----------
Total Current Assets $ - $ 629
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 4,568 $ 250
Interest Payable 3,737 2,945
Note Payable - Related Party 15,830 15,830
---------- ----------
Total Current Liabilities 24,135 19,025
Stockholders' Equity
Common Stock 100,000,000 Shares
Authorized at $.001 Par Value;
1,000,000 Shares Issued and Outstanding 1,000 1,000
Additional Paid in Capital 9,000 9,000
Accumulated Deficit During Development Stage (34,135) (28,396)
---------- ----------
Total Stockholders' Equity (Deficit) (24,135) (18,396)
---------- ----------
Total Liabilities and Stockholders' Equity $ - $ 629
========== ==========
See accompanying notes to the financial statements.
Page 4
Cygni Investments, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
November
For the Three For the Three For the Six For the Six 17, 1999
Months Ended Months Ended Months Ended Months Ended (inception)
June 30, June 30, June 30, June 30, to June 30,
2002 2001 2002 2001 2002
----------- ----------- ----------- ----------- -----------
Revenue $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ----------
Expenses
General & Administrative 2,685 2,645 4,947 5,745 30,398
---------- ---------- ---------- ---------- ----------
Total Expenses 2,685 2,645 4,947 5,745 30,398
---------- ---------- ---------- ---------- ----------
Income (Loss) from
Operations (2,685) (2,645) (4,947) (5,745) (30,398)
Other Income (Expenses)
Interest Expense (396) (383) (792) (766) (3,737)
---------- ---------- ---------- ---------- ----------
Net Income (Loss)
Before Taxes (3,081) (3,028) (5,739) (6,511) (34,135)
Taxes - - - - -
---------- ---------- ---------- ---------- ----------
Net Income (Loss) $ (3,081) $ (3,028) $ (5,739) $ (6,511) $ (34,135)
========== ========== ========== ========== ==========
Loss per Common
Share $ - $ - $ - $ (0.01)
---------- ---------- ---------- ----------
Weighted Average
Outstanding Shares 1,000,000 1,000,000 1,000,000 1,000,000
See accompanying notes to the financial statements.
Page 5
Cygni Investments, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
November
For the Six For the Six 17, 1999
Months Ended Months Ended (Inception)
June 30, June 30, to June
2002 2001 30, 2002
------------ ------------ ------------
Cash Flows from Operating Activities
Net (Loss) $ (5,739) $ (6,511) $ (34,135)
Adjustments to Reconcile Net Loss to
Net Cash;
Increase (Decrease) in;
Accounts Payable/Interest Payable 5,110 766 8,305
Expenses Paid by Stock Issuance - - 2,285
---------- ---------- ----------
Net Cash Provided (Used) by
Operating Activities (629) (5,745) (23,545)
Cash Flows from Investing Activities - - -
---------- ---------- ----------
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - - 7,715
Issuance of Note Payable for Cash - - 15,830
---------- ---------- ----------
Net Cash Provided (Used) by
Financing Activities - - 23,545
---------- ---------- ----------
Increase (Decrease) in Cash (629) (5,745) -
Cash, Beginning of Period 629 7,739 -
---------- ---------- ----------
Cash, End of Period $ - $ 1,994 $ -
========== ========== ==========
Supplemental Cash Flow Information
---------- ---------- ----------
Interest $ - $ - $ -
Taxes - - -
See accompanying notes to the financial statements.
Page 6
Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2002
NOTE 1 - CORPORATE HISTORY
Cygni Investments, Inc. (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.
The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.
All income, expenses, cash flows and stock transactions are reported
since the beginning of development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash
equivalents. All cash is currently held in trust by the Company's
attorney.
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.
Use of Estimates - 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 3 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000
and has applied the provisions of the statement to the current year
which resulted in no significant adjustment.
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.
Page 7
Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2002
NOTE 3 - INCOME TAXES - continued
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at June 30, 2002 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards over $34,000
at June 30, 2002. No effect has been shown in the financial statements
for the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at
June 30, 2002 have been offset by valuation reserves in the same amount.
The net operating losses begin to expire in 2019.
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 demand.
On November 15, 2001 the board of directors consented to issue a
promissory note in the amount of $500. The funds were issued to a
corporation whose president is a shareholder of the Company. The note
is unsecured and bearing interest at 10% per annum due and payable on
demand. On June 30, 2002, the accrued interest associated with the note
totaled $31.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. Currently, the Company has no cash or other
material assets, nor does it have an established source of revenues
sufficient to cover any anticipated operating costs to allow it to
continue as a going concern. It is the intent of the Company to find
additional capital funding and/or a profitable business venture to
acquire or merge.
Page 8
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.
Page 9
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99.1 Written Statement of the Chief Executive Officer and
Chief Financial Officer with respect to compliance with Section 13(a)
of the Securities Exchange Act of 1934.
(b) Reports on Form 8-K: No reports on Form 8-K were filed
during the second quarter of the fiscal year ending December 31,
2002.
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: August 14, 2002 By: /s/ Carl Suter
Carl Suter, President and Principal
Financial and Accounting Officer