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, 2003
[ ] 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 11, 2003, 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 June 30, 2003, and the results of its
operations and changes in its financial position from November 17, 1999,
through June 30, 2003, 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, 2002.
2
Cygni Investments, Inc.
(A Development Stage Company)
Balance Sheet
June December
30, 2003 31, 2002
----------- -----------
(Unaudited)
Assets
Current Assets
Cash $ - $ -
---------- ----------
Total Current Assets $ - $ -
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 7,936 $ 3,560
Interest Payable 5,733 4,654
Note Payable - Related Party 21,640 21,640
---------- ----------
Total Current Liabilities 35,309 29,854
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 (45,309) (39,854)
---------- ----------
Total Stockholders' Equity (Deficit) (35,309) (29,854)
---------- ----------
Total Liabilities and Stockholders' Equity $ - $ -
========== ==========
See accompanying notes to financial statements.
3
Cygni Investments, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the Period
November
17, 1999
For the Three Months Ended For the Six Months Ended (inception)
June 30, June 30, June 30, June 30, to June 30,
2003 2002 2003 2002 2003
----------- ----------- ----------- ----------- -----------
Revenue $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ----------
Expenses
General & Administrative 4,250 2,685 4,250 4,947 39,448
---------- ---------- ---------- ---------- ----------
Total Expenses 4,250 2,685 4,250 4,947 39,448
---------- ---------- ---------- ---------- ----------
Income (Loss) from
Operations (4,250) (2,685) (4,250) (4,947) (39,448)
Other Income (Expenses)
Interest Expense (664) (396) (1,205) (792) (5,861)
---------- ---------- ---------- ---------- ----------
Total Other Income (Expenses) (664) (396) (1,205) (792) (5,861)
---------- ---------- ---------- ---------- ----------
Net Income (Loss)
Before Taxes (4,914) (3,081) (5,455) (5,739) (45,309)
Taxes - - - - -
---------- ---------- ---------- ---------- ----------
Net Income (Loss) $ (4,914) $ (3,081) $ (5,455) $ (5,739) $ (45,309)
========== ========== ========== ========== ==========
Loss per Common
Share $ (0.01) $ - $ (0.01) $ -
Weighted Average
Outstanding Shares 1,000,000 1,000,000 1,000,000 1,000,000
See accompanying notes to financial statements.
4
Cygni Investments, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the Period
November
17, 1999
For the Six Months Ended (Inception)
June June to June
30, 2003 30, 2002 30, 2003
------------ ------------ ------------
Cash Flows from Operating Activities
Net Income (Loss) $ (5,455) $ (5,739) $ (45,309)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities:
Stock Issued for Services - - 2,285
Increase in Accounts Payable 4,376 4,318 7,936
Increase in Interest Payable 1,079 792 5,733
---------- ---------- ----------
Net Cash Provided (Used) by
Operating Activities - (629) (29,355)
Cash Flows from Investing Activities - - -
---------- ---------- ----------
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - - 7,715
Issuance of Note Payable for Cash - - 21,640
---------- ---------- ----------
Net Cash Provided (Used) by
Financing Activities - - 29,355
---------- ---------- ----------
Increase (Decrease) in Cash - (629) -
Cash, Beginning of Period - 629 -
---------- ---------- ----------
Cash, End of Period $ - $ - $ -
========== ========== ==========
Supplemental Cash Flow Information
Interest $ - $ - $ -
Income Taxes - - -
See accompanying notes to financial statements.
5
Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
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.
6
Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
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, 2003 and earlier years; accordingly, no deferred tax
liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards over
$45,000 at June 30, 2003. 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, 2003 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 has issued four unsecured promissory notes bearing
interest rates of 10% per annum, and are due and payable on
demand. The notes were issued to a shareholder of the Company and
to one company whose president is a shareholder. At June 30,
2003, the accrued interest associated with the various notes
was $5,733.
June 30, December 31,
The Company has the following note payable obligations: 2003 2002
-------- --------
Related party notes payable, due on demand,
interest accrued at a rate of 10% per annum $ 21,640 $ 21,640
-------- --------
Totals $ 21,640 $ 21,640
Less Current Maturities (21,640) (21,640)
-------- --------
Total Long-Term Notes Payable $ - $ -
======== ========
Following are maturities of long-term debt for each of the next five years:
Year Amount
-------- --------
2003 $ 21,640
2004 -
2005 -
2006 -
Thereafter -
--------
Total $ 21,640
========
7
Cygni Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
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 with.
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.
Since inception the Company has borrowed funds from corporations related to
the Company for operating expenses.
Management estimates that the cash requirements for the year ending
December 31, 2003, will be approximately $8,325, if no change in operations
occurs during the year. Management anticipates that any additional needed
funds will be loaned to the Company on the same or similar terms as those
of other loans to the Company. There are no agreements with any of the
companies and no assurance that all or a portion of these funds will be
loaned to the Company. If the Company is unable to borrow such funds,
management will seek other sources of funding which are currently unknown
to management. There is no assurance that such funding would be available,
or that if it is made available, it could be obtained on terms favorable to
the Company.
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 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.
9
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 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 second quarter of the fiscal year ending December 31, 2003.
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 13, 2003 By: /s/ Carl Suter
Carl Suter, President and Principal
Financial and Accounting Officer
10
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 a date within 90 days prior to the filing
date of this quarterly report (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
11
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.
Date: August 13, 2003 /s/ Carl Suter
Carl Suter, Chief Executive Officer and
Chief Financial Officer
12