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, 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 November 12, 2002,
there were 1,000,000 shares of the Registrant's Common Stock outstanding.
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, 2002, and the results of its
operations and changes in its financial position from November 17, 1999,
through September 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.
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Cygni Investments, Inc.
(A Development Stage Company)
Balance Sheet
September 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 4,133 2,945
Note Payable - Related Party 15,830 15,830
--------- ---------
Total Current Liabilities 24,531 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 (34,531) (28,396)
--------- ---------
Total Stockholders' Equity (Deficit) (24,531) (18,396)
--------- ---------
Total Liabilities and Stockholders' Equity $ - $ 629
========= =========
See accompanying notes to financial statements.
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Period
November 17,
For the Three For the Three For the Nine For the Nine 1999
Months Ended Months Ended Months Ended Months Ended (inception)
September 30, September 30, September 30, September 30, to September
2002 2001 2002 2001 30, 2002
------------ ------------ ------------ ------------ ------------
Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General & Administrative - 1,215 4,947 6,960 30,398
--------- --------- --------- --------- ---------
Total Expenses - 1,215 4,947 6,960 30,398
--------- --------- --------- --------- ---------
Income (Loss) from
Operations - (1,215) (4,947) (6,960) (30,398)
Other Income (Expenses)
Interest Expense (396) (383) (1,188) (1,149) (4,133)
--------- --------- --------- --------- ---------
Net Income (Loss)
Before Taxes (396) (1,598) (6,135) (8,109) (34,531)
Taxes - - - - -
--------- --------- --------- --------- ---------
Net Income (Loss) $ (396) $ (1,598) $ (6,135) $ (8,109) $ (34,531)
========= ========= ========= ========= =========
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 financial statements.
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Cygni Investments, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
November 17,
For the Nine For the Nine 1999
Months Ended Months Ended (Inception)
September 30, September 30, to September
2002 2001 30, 2002
------------ ------------ ------------
Cash Flows from Operating Activities
Net (Loss) $ (6,135) $ (8,109) $ (34,531)
Adjustments to Reconcile Net Loss to
Net Cash;
Increase (Decrease) in;
Accounts Payable/Interest Payable 5,506 1,149 8,701
Expenses Paid by Stock Issuance - - 2,285
--------- --------- ---------
Net Cash Provided (Used) by
Operating Activities (629) (6,960) (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) (6,960) -
Cash, Beginning of Period 629 7,739 -
--------- --------- ---------
Cash, End of Period $ - $ 779 $ -
========= ========= =========
Supplemental Cash Flow Information
Interest $ - $ - $ -
Taxes - - -
See accompanying notes to financial statements.
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 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.
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.
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Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 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 September 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 September 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 September 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 September 30, 2002,
the accrued interest associated with the note totaled $4,088.
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 that has a director who is a shareholder of the Company.
The note is unsecured and bearing interest at 10% per annum due and
payable on demand. On September 30, 2002, the accrued interest associated
with the note totaled $45.
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.
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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.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the
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Company's disclosure controls and procedures. Based on this evaluation,
the President and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective. There have been no
significant changes in the Company's internal controls or in other factors
that could significantly affect those controls subsequent to the date of our
last evaluation.
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 third 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: November 14, 2002 By: /s/ Carl Suter
Carl Suter, President and Principal
Financial and Accounting Officer
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CERTIFICATIONS
I, Carl Suter, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Cygni
Investments, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-
14) for the registrant and I have:
(a) designed such disclosure controls and procedures to ensure
the material information relating to the registrant is made known to me,
particularly during the period in which this quarterly report was being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of September 30, 2002 (the "Evaluation Date");
and
(c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the boards of directors:
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
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6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
/s/ Carl Suter
Carl Suter, Chief Executive Officer and
Chief Financial Officer
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