U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549


                                 FORM 12b-25
                       Commission File Number 333-30176


                         NOTIFICATION OF LATE FILING

                                 (Check One):
[X] Form 10-K   [ ] Form 11-K   [ ] Form 20-F   [  ] Form 10-Q   [ ] Form N-SAR

     For Period Ended:  December 31, 2005

     [ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
     [ ] Transition Report on Form 11-K

     For the Transition Period Ended:  ________________________________________

     Read Attached Instruction Sheet Before Preparing Form.  Please Print or
     Type.

     Nothing in this form shall be construed to imply that the Commission has
     verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:  ______________________


                        Part I-Registrant Information


     Full Name of Registrant       CYGNI INVESTMENT, INC.

     Former Name if Applicable

     Address of principal executive office (Street and number)
                                   170 NEWPORT CENTER DRIVE
                                   SUITE 220
     City, State and Zip Code      NEWPORT BEACH, CA   92660


                       Part II-Rules 12b-25 (b) and (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate) [X]

     a.   The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     b.   The subject annual report, semi-annual report, transition report on
          Form 10-K, 20 F, 11-K or Form N-SAR, or portion thereof will be
          filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-Q, or portion thereof will be filed on or before
          the fifth calendar day following the prescribed due date; and

     c.   The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.


                              Part III-Narrative

     State below in reasonable detail the reasons why the form 10-K, 11-K,
20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be
filed within the prescribed time period. (Attach extra sheets of needed.)

          The registrant did not receive the financial information necessary
     for the annual report from its outside accountant in sufficient time to
     prepare the annual report.  The information will be received and
     prepared for filing in the annual report within the necessary extension
     period.


                          Part IV-Other Information

     1.   Name and telephone number of person to contact in regard to this
          notification

               CARL SUTER               949            644-0095
               (Name)                   (Area Code)    (Telephone No.)

     2.   Have all other periodic reports required under section 13 or 15(d)
          of the Securities Exchange Act of 1934 or section 30 of the
          Investment Company Act of 1940 during the preceding 12 months or
          for such shorter period that the registrant was required to file
          such report(s) been filed?  If the answer is no, identify
          report(s).

                              [X] Yes     [ ] No

     3.   Is it anticipated that any significant change in results of
          operations from the corresponding period for the last fiscal year
          will be reflected by the earnings statements to be included in the
          subject report or portion thereof?

                              [ ] Yes     [X] No

          If so:  attach an explanation of the anticipated change, both
          narratively and quantitatively, and, if appropriate, state the
          reasons why a reasonable estimate of the results can not be made.


                           CYGNI INVESTMENTS, INC.
                 (Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  April 3, 2006                         By /s/ Carl Suter
                                             Carl Suter, President