As filed with the Securities and Exchange Commission on September 30, 2004
REGISTRATION NO. 333-116045
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CYGNI SYSTEMS CORPORATION
(Name of Small Business Issuer in its Charter)
Nevada 7389 20-0909393
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
303-167 Bannatyne Avenue, Winnipeg, MB, R3B 0R4, Canada
Tel: (204) 295-8015
(Address and Telephone Number of Registrant's Principal Place of Business)
Corporate Creations Network Inc.
8275 South Eastern Avenue, Suite 200-47, Las Vegas. Nevada 89123
Tel: (800) 672-9110
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Kenneth H. Finkelstein
Attorney At Law
2200 - 1420 Fifth Avenue, Seattle, WA 98101
Tel: (206) 310-1344
Approximate Date of Proposed Sale to the Public: As soon as practicable
from time to time after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 check the following box. X
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
each Class Number of Offering Price Aggregate Offering Registration
of Securities Shares to be Per Share Price (1) Fee(1)
to be Registered Registered
Common Stock 2,000,000 $0.10 $200,000 $25.34
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
The registrant hereby amends this prospectus on such date or dates as may
be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this prospectus shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this prospectus shall become effective on such date as
the Commission, acting pursuant to said Section 8(a) may determine.
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CYGNI SYSTEMS CORPORATION
No Minimum / 2,000,000 Common Shares
Offering Price: $0.10 per Share
Cygni Systems Corporation, offers for sale on a self underwritten, best
efforts, no minimum, 2,000,000 common shares maximum at a fixed price of
$0.10 per share. There is no minimum number of common shares that we have
to sell. There are no minimum purchase requirements. Proceeds from the sale
of common shares will be not be placed in an escrow account. Rather,
proceeds will be held in our account. All funds received from the offering
may be used immediately by us and there may not be any refunds. The offering
will be for a period of 90 days from the effective date and may be extended
for an additional 90 days in our sole discretion. This offering will end
no later than 180 days from the date of this prospectus and may be
terminated sooner in our sole discretion.
Investing in our securities involves risk (see "RISK FACTORS", PAGE 6).
The securities offered herein should not be purchased by any investor who
cannot afford to sustain the complete loss of their investment.
Neither the Securities & Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a CRIMINAL OFFENSE.
This is our initial public offering. No public market currently exists for
our shares. The common shares will be offered and sold by one of our officers,
Mr. Kim Friesen, without any discounts or other commissions. Though we
currently have no agreements, arrangements, or understandings with any
broker/dealers to sell our shares, we retain the discretion to sell an
indeterminate number of shares through broker-dealers who are members of
the National Association of Securities Dealers and who will be paid a
maximum 10% commission on the sales they make.
Price to Underwriting Discounts Proceeds to
Public and Commissions (1) company (1) (2)
Per Share $0.10 $0.01 $0.09
Total Minimum $0.00 $0.00 $0.00
Total Maximum $200,000 $20,000 $180,000
(1) Represents the maximum underwriting discounts and commissions we
will pay if broker-dealers are used to sell shares. In the event that,
prior or subsequent to the effective date of our registration statement we
enter into agreement(s) with any broker-dealer(s) to sell our shares, then
we would file an amendment to our registration statement to include all
disclosure required by Item 508 of Regulation S-B, such as identifying the
broker-dealer(s) and revising our plan of distribution to specify involvement
of such broker-dealer(s). Any such agreement would be filed with the
Securities and Exchange Commission as an exhibit to our prospectus. Prior
to being involved in our offering, any broker-dealer must seek and obtain
clearance of the underwriting compensation arrangement from the NASD
Corporate Finance Department.
(2) Proceeds to us are shown before deducting offering expenses payable by us
estimated at $24,000, including legal and accounting fees and printing costs.
The date of this Prospectus is September 30, 2004.
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TABLE OF CONTENTS
Page
Summary ........................................................ 5
Risk Factors ................................................... 6
Use of Proceeds ................................................ 13
Determination of Offering Price ................................ 16
Dilution ....................................................... 16
Plan of Distribution ........................................... 18
Legal Proceedings .............................................. 19
Directors, Executive Officer, Promoters, and Control Persons ... 20
Security Ownership of Certain Beneficial Owners and Management . 21
Description of Securities ....................................... 22
Interest of Named Experts and Counsel ........................... 23
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ...................................... 23
Organization Within Last Five Years ............................. 23
Description of Business ......................................... 24
Plan of Operations .............................................. 27
Description of Property ......................................... 31
Certain Relationships and Related Transactions................... 32
Market for Common Equity and Related Stockholder Matters ........ 32
Executive Compensation .......................................... 33
Financial Statements ............................................ 33
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to
the detailed information and consolidated financial statements,
including the notes thereto, appearing elsewhere in this prospectus.
Each prospective investor is urged to read this prospectus in its
entirety and particularly the information set forth in "RISK FACTORS"
on page 6.
The company
The company was incorporated on March 18, 2004, in the State of Nevada.
Our principal executive office, and the location from which we plan
to conduct operations, is situated at 303-167 Bannatyne Avenue,
Winnipeg, MB, R3B 0R4, Canada, telephone (204) 295-8015. We currently
own one web site domain name, "http://www.cygnisystems.com". This web
site has not yet been developed. However, we expect that this website
will be developed within three months of the date of this prospectus.
The company's business will focus on: (1) development of online and
network security management software; and (2) online and network security
consulting services. Our products and services will be targeted to
small business and individual consumers. Specifically, we expect
that our business will be comprised of the following:
- - Research and development of software designed to enhance internet and
network security;
- - Sales and/or licensing of software;
- - Maintenance and customer support of software sold and/or licensed; and
- - Consulting services related to online and network security.
We are a Development Stage company that, as of the date of this prospectus,
has not yet commenced business operations and has not generated any revenues
from our intended operations (see page 24, Description of Business). Our
auditors have raised substantial doubt about our ability to continue as a
going concern since we do not currently have sufficient working capital
necessary to be successful and to service our debt. Despite the fact that
we have not yet commenced operations nor generated revenues, we are not a
blank-check company and do not intend to enter into a business combination.
The Offering
Securities Offered: Maximum 2,000,000 shares of common stock,
par value $0.001
Offering price: $0.10 per share
Offering period: The shares are being offered for a period not to exceed
90 days, unless extended by our board of directors for
an additional 90 days.
Net proceeds to
our company: $200,000
Use of proceeds: Payment of offering expenses, working capital, equipment,
and marketing. The proceeds raised from this offering will not be used to pay
any compensation to our officers nor directors.
Number of shares
outstanding
before the offering: 4,000,000
Number of shares
outstanding
after the offering: 6,000,000
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Summary of Selected We are a Development Stage company. From the date of our
Financial Data: inception on March 18, 2004, to July 31, 2004, we have
not generated any revenues nor earnings from operations.
As of July 31, 2004, our financial data is as follows:
Total Assets: $ 338
Total Liabilities: $ 2,907
Net Loss: $ 2,969
Shareholder Equity: $(2,569)
Net Tangible Book Value: $(2,569)
Net Tangible Book Value per Share:$ 0
RISK FACTORS
TO THE BEST OF OUR KNOWLEDGE, ALL MATERIAL RISK FACTORS ARE
SET FORTH HEREAFTER. AN INVESTMENT IN THE SHARES OFFERED BY
OUR COMPANY INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO ALL OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS, INCLUDING THE FINANCIAL
STATEMENTS AND NOTES THERETO, BEFORE MAKING AN INVESTMENT IN CYGNI
SYSTEMS CORPORATION.
1. WE HAVE NO OPERATING HISTORY. WE EXPECT TO INCUR LOSSES
FOR THE FORESEEABLE FUTURE. WE WILL GO OUT OF BUSINESS IF WE FAIL
TO GENERATE SUFFICIENT REVENUE.
We do not have any operating history. We were founded on March 18, 2004,
and from the date of inception to July 31, 2004, we had a net loss of
$2,969. We expect to incur additional losses for the foreseeable future
and will go out of business if we fail to generate sufficient revenue.
Additional losses will result from costs and expenses related to:
- - Implementing our business model;
- - Developing and marketing our products and services;
- - Developing and maintaining our website;
- - Securing and maintaining consumers; and
- - Developing strategic distribution and reseller relationships.
2. OUR AUDITORS HAVE DETERMINED THAT WE DO NOT HAVE SUFFICIENT
WORKING CAPITAL NECESSARY TO BE SUCCESSFUL AND TO SERVICE OUR DEBT.
AS A RESULT, OUR AUDITORS HAVE RAISED SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.
Following review of our financial statements, our auditors have
determined that we do not have sufficient working capital necessary
to be successful and to service our debt. As a result, our auditors
have raised substantial doubt about our ability to continue as a going
concern. According to our auditors, continuation of our company as a
going concern is dependent upon obtaining additional working capital.
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3. WE WILL NOT HAVE SUFFICIENT FUNDS TO BEGIN OPERATIONS IF WE
DO NOT RAISE ANY FUNDS OR RAISE ONLY NOMINAL FUNDS. IF THIS WERE TO
HAPPEN, YOU MAY SUFFER A LOSS EQUAL TO THE AMOUNT OF YOUR INVESTMENT.
It is possible that we will not raise any funds or that we will raise
only nominal funds since there is no minimum number of shares that
must be sold in this offering. If this were to happen, we would not
have sufficient funds to begin operations and would need to seek
additional funding in order to commence operations. In this situation,
you may suffer a loss equal to the amount of your investment.
Based on our current operating plan, if the maximum number of shares
are sold then we should have sufficient funds to satisfy our anticipated
need for working capital and capital expenditures for the next ten
to twelve months. Following this period of time, we may need additional
capital. Note, however, that we may need to raise additional funds
before expiration of the ten to twelve month period for the purpose of:
- - Additional product research and development;
- - Responding to competitive pressures;
- - Developing enhanced services and product functionality; and
- - Funding expansion.
4. IF THE COMPANY'S ANTICIPATED PRODUCT LINE DOES NOT KEEP PACE
WITH TECHNOLOGICAL DEVELOPMENTS, THEN ITS' REVENUE WILL SUFFER AND
IT MAY GO OUT OF BUSINESS.
The market for the company's anticipated products is
characterized by rapid technological advance and if the companys
anticipated product line does not keep pace with technological
developments, then its' revenue will suffer and it may go out of
business. The company must continually change and improve its
anticipated products in response to changes in operating systems,
application and networking software, computer and communications
hardware, programming tools and computer language technology. The
companys possible success will depend upon its ability to develop
products that adequately keep pace with technological developments.
5. SOFTWARE PROGRAM ERRORS MAY RESULT AN THIS MAY CAUSE CUSTOMER
DISSATISFACTION AND, CONSEQUENTLY, LOST REVENUE.
Despite testing by the company, software program errors may result
and this may cause customer dissatisfaction and, consequently, lost
revenue. Software programs intended to be offered by the company may
contain undetected errors when first released to market. The use
of such product may result in disruption to a customers operating
system and this may negatively affect the relationship between a
customer and the company. As there is no assurance that errors will
not be found in expected releases of the company's software, customers
who already use the software may not purchase software updates and/or
negative publicity may be disseminated regarding the efficacy of the
companys products. The consequence of software programming errors will
likely be lost revenue potential. If the errors are minor and we are
able to quickly provide a remedy, then we would expect that lost
revenue will be kept to a minimum. However, fundamental errors could
cause severely damaging publicity which could then cause substantial
impairment to our revenue and possibly result in product demand
lessening to the point that we are forced to go out of business. We
believe that the risk of minor error is moderate while the risk of
fundamental error is minor.
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6. THE COMPANY'S ANTICIPATED NETWORK SECURITY SOFTWARE PROGRAMS
WILL NOT BE ABLE TO PREVENT ALL BREACHES OF SECURITY. INABILITY TO
PREVENT SECURITY BREACHES MAY CAUSE OUR SOFTWARE TO BE PERCEIVED AS
INEFFECTIVE WHICH MAY, IN TURN, RESULT IN LESS PRODUCT DEMAND AND
LESS REVENUE.
The companys anticipated network security software programs will not
be able to prevent all breaches of security within a network and/or
operating system. The processes and methodologies used by computer
hackers to access or sabotage networks and intranets are ever changing
and generally not recognized until launched against one or more targets.
Generally, the company will not be able to anticipate these processes and
methodologies. In the event that a customers' network and/or operating
system suffers a security breach, the company's product may be perceived
as not being effective in ensuring protection. This may result in
decreased demand for the companys products and, consequently, lost revenue.
7. IF THE COMPANYS ANTICIPATED PROPRIETARY RIGHTS ARE PIRATED AND
OUR SOFTWARE PRODUCTS ARE DISTRIBUTED AND SOLD THROUGH UNAUTHORIZED METHODS
THEN OUR REVENUE WILL SUFFER.
If the companys anticipated proprietary rights are pirated and our
software products are distributed and sold through unauthorized methods
then our revenue will suffer. The company expects to obtain appropriate
copyrights, patents and/or trademarks for its anticipated software
products for the purpose of securing protection of its' proprietary
rights. There can be no assurance that any copyright, patent and/or
trademark applied for will in fact be granted. Even if granted, there
can be no assurance that unauthorized parties will not wrongfully copy
and engage in unauthorized use of the company's products and/or information.
Policing unauthorized use of the company's products is extremely difficult
and may be cost prohibitive. We would expect that software piracy will
be a problem though we cannot accurately forecast the extent of any
such potential problem. Related, the laws of countries other than
the United States may not afford the same degree of protection to
our property, or any protection at all, as compared to the United States.
8. WE WILL BE AT RISK OF PRODUCT LIABILITY CLAIMS WHICH, IF
SUCCESSFUL, WOULD IMPAIR OUR OPERATING RESULTS AND/OR FORCE US TO GO
OUT OF BUSINESS.
We will be at risk of product liability claims which, if successful,
would impair our operating results and/or force us to go out of
business. The company's expected licensing of some or all of its
products and provision of customer support for its' products brings
the risk of product liability claims and/or related claims. Though the
company expects to limit and/or exclude liability through utilization
of agreements, disclaimers, and other written material to be delivered
with its products, such limitations and/or exclusions may not be
legally enforceable in all jurisdictions. The company anticipates
securing product liability insurance coverage for a certain financial
amount that, subject to customary exclusions, will protect against
claims resulting from failure of the company's products and/or
services to perform the function or to serve the purpose intended.
To the extent that any claims are not covered by such insurance, a
successful product liability claim will likely result in at least
a temporary decline in product sales and a negative impact on
operating results and overall financial health. At most, a product
liability claim could force out to go out of business if we are
unsuccessful in our defense of the claim and do not have sufficient
funds to pay any settlement or if we cannot afford legal fees to defend
the claim. Given the litigious environment currently existing in the
United States, our intended primary market, we believe that a product
liability claim, meritous or not, is a real threat.
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9. THE COMPANY WILL BE SUBJECT TO RISK OF TARGETED ATTACKS BY
COMPUTER HACKERS AND SUCH ATTACKS MAY (IMPAIR OUR REVENUES AND/OR FORCE
US TO GO OUT OF BUSINESS).
The company will be subject to risk of targeted attacks by computer
hackers and such attacks may impair our revenues and/or force us to
go out of business. Upon expected commencement of operations, we
anticipate being subject to attacks by computer hackers. The
purpose of such attacks would likely be to breach the company's
internal network system for the purpose of obtaining sensitive data
and information or creating viruses that would act to undermine
functionality of our products. We cannot assure that the company will
be positioned to respond to such attacks in a timely or effective manner.
Since we are a company that will manufacture and sell network security
products, a failure to successfully defend against hackers could severely
damage any reputation we have built as software security experts. A
damaged reputation would likely result in reduced product demand and
may result in a complete lack of demand for any products being marketed
at or near the time that our reputation suffers damage and for future
products. Reduced product demand would negatively affect our operating
results and a complete lack of product demand may cause us to go out
of business. Even if we suffer only reduced product demand for
products marketed at or near the time of being attacked, our
reputation may suffer a long term negative association, i.e., poor
security protection, with the result being that future product
offerings may not generate sufficient revenue or profit. If the
company does not generate profit, and if revenue is not sufficient
to continue operations, then the company would fail. Based on the
software and computer knowledge and expertise of our president,
Mr. Kim Friesen, we believe that while the risk of a successful
hacker attack against our company is a possibility, it is a remote risk.
10. OUR OFFICERS AND DIRECTORS CURRENTLY OWN 100% OF OUR
OUTSTANDING SHARES OF COMMON STOCK. FOLLOWING COMPLETION OF
THIS OFFERING, CONTROL OF THE COMPANY WILL REMAIN WITH MESSRS.
FRIESEN AND MEAKIN.
SUCH CONCENTRATED CONTROL OF THE COMPANY MAY ADVERSELY AFFECT THE
PRICE OF OUR COMMON STOCK. AS WELL, OUR OFFICERS AND DIRECTORS WILL
BE ABLE TO ELECT ALL OF OUR DIRECTORS, CONTROL OUR OPERATIONS,
AND INHIBIT YOUR ABILITY TO CAUSE A CHANGE IN THE COURSE OF THE
COMPANYS OPERATIONS.
Our officers and directors, taken as a group, beneficially own
100 % of our outstanding common stock. Such concentrated control
of the company may adversely affect the price of our common stock.
Even if we sell all 2,000,000 shares of common stock in this offering,
Messrs. Friesen and Meakin will continue to own at least 4,000,000
shares and will control the company. Consequently, following
completion of this offering, regardless of the number of shares
that we sell, Messrs. Friesen and Meakin will be able to elect
all of our directors, control our operations, and inhibit your
ability to cause a change in the course of the companys
operations. Our officers and directors may be able to exert
significant influence, or even control, over matters requiring
approval by our security holders, including the election of
directors. Such concentrated control may also make it difficult
for our shareholders to receive a premium for their shares of our
common stock in the event we merge with a third party or enter
into a different transaction which requires shareholder approval.
Our articles of incorporation do not provide for cumulative voting.
Cumulative voting is a process that allows a shareholder to multiply
the number of shares owned by the number of directors to be elected.
The resulting number equals the total votes that a shareholder may
cast for all of the directors. Those votes may be allocated in any
manner to the directors being elected. Where
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cumulative voting is not allowed for, shareholders are not
permitted to multiply the number of shares owned by the number
of directors to be elected. Thus, the number of votes accorded
to each shareholder is not increased. The result being that
minority shareholders will not be in a position to elect a
director. Rather, directors will be elected on the basis of votes
cast by the majority shareholders. And, as explained above, the
majority shareholders prior to, and following, the closing date
of the offering detailed in this prospectus will be Messrs.
Friesen and Meakin who will be the only individuals in a
position to elect directors. The minority shareholders will not
have any control of the company and may not even be able to
sell their shares if a market for such shares does not
develop or is not maintained.
11.SALES OF COMMON STOCK BY MESSRS. FRIESEN AND MEAKIN
MAY CAUSE THE MARKET PRICE FOR THE COMMON STOCK TO DECREASE.
A total of 4,000,000 shares of common stock were issued to
Messrs. Friesen and Meakin in consideration for cash payment.
They are likely to sell a portion of their common stock if the
market price increases above $0.10. If they do sell their
common stock into the market, these sales may cause the market
price of the common stock to decrease. However, all of the
shares of common stock issued to Messrs. Friesen and Meakin
are restricted securities as defined by Rule 144 of the
Securities Act. This means that the common stock is eligible
for sale subject to volume limitations, timing and manner of
sale restrictions, and filing of notice requirements.
12. YOU WILL BE PROVIDING SUBSTANTIALLY ALL OF THE CASH
FOR OUR OPERATIONS. AFTER PAYMENT OF COMMISSIONS, IF ANY,
AND OFFERING EXPENSES, CASH RAISED THROUGH OUR OFFERING MAY
THEN BE USED TO REPAY THE SUM OF $2,907 LOANED TO THE COMPANY
BY MR. FRIESEN. IF WE CEASE OPERATIONS FOR ANY REASON, YOU MAY
LOSE YOUR INVESTMENT WHILE MESSRS. FRIESEN AND MEAKIN MAY LOSE
APPROXIMATELY $3,307.
Messrs. Friesen and Meakin, our only shareholders, will receive
a substantial benefit from your investment. Messrs. Friesen
and Meakin, together, have invested a total of $400 in our
company. As well, since inception, Mr. Friesen has incurred
liabilities of $2,907 on behalf of the company. The company
retains the discretion to repay the total of $2,907 contributed
to the company by Mr. Friesen from the proceeds raised through
its offering. Such repayment could be made immediately after
payment of commissions owing, if any, and offering expenses
incurred. The sum of $2,907 is a non-interest bearing demand loan
by Mr. Friesen to the company. As of the date hereof, there has
not been any repayment of this loan. There are not any documents
setting forth the terms of the loan and the loan is not due on
any specific date. You will be providing substantially all of
the cash for our operations. As a result, if we cease operations
for any reason, you may lose your investment while Messrs.
Friesen and Meakin, together, may lose approximately $3,307.
13. INVESTORS IN THIS OFFERING MAY SUFFER SUBSTANTIAL
DILUTION OR A LOSS OF SENIORITY IN PREFERENCES AND PRIVILEGES
IF WE NEED TO SEEK ADDITIONAL FUNDING, WHICH IS LIKELY GIVEN
OUR LIMITED CAPITALIZATION EVEN AFTER THIS OFFERING.
If we need to raise additional capital for the purpose of
implementing or continuing operations, then we would likely have
to issue additional equity or convertible debt securities. The
result being that investors in this offering may suffer substantial
dilution of their ownership percentage. In addition, any new
securities could have rights, preferences, and/or privileges
senior to those of our common stock. Common stock will be issued
to investors in this offering.
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Currently, we do not have any commitments for additional financing.
If additional financing were required, we cannot be certain that it
would be available when and to the extent needed. As well, even if
financing were available, we cannot be certain that it would
available on acceptable terms.
14. INVESTORS IN THIS OFFERING WILL SUFFER SUBSTANTIAL DILUTION
AS A RESULT OF THE SHARE PRICE PAID BY EXISTING SHAREHOLDERS.
Since investors in this offering will pay a fixed price of
$0.10 per share and our existing shareholders, being Mr. Friesen
and Ms. Meakin, paid $0.0001 per share, substantial dilution of
investors shares will immediately result. Dilution arises mainly
as a result of our arbitrary determination of the offering price
of the shares being offered. Dilution of the value of the shares
that you purchase is also a result of the lower book value of the
shares held by our existing shareholders. As of the date of this
prospectus, we have 4,000,000 common shares issued and outstanding
and a net tangible book value of $(2,569) or $0.00 per share. These
4,000,000 shares are owned equally by Mr. Friesen and Ms. Meakin.
If the maximum 2,000,000 shares are sold in our offering, then
we would have a per share book value of $0.03. Thus, investors
who purchase shares in this offering will incur an immediate dilution
in book value of their shares of $.07 or approximately 70% and our
existing shareholders would receive an increase in book value of
approximately $0.03 per share without any additional investment on
their part. The fewer shares we sell in our proposed offering, the
greater the dilution in book value of shares owned by investors
who purchase shares through our offering. Please see Dilution,
page 16, for detailed discussion of potential share sale outcomes.
15. DUE TO THE LACK OF A MARKET FOR OUR SHARES, OUR SHARE
PRICE WILL BE MORE VOLATILE. AS WELL, OUR STOCK IS HELD BY A
SMALL NUMBER OF INVESTORS THUS REDUCING THE LIQUIDITY OF OUR
STOCK AND THE LIKELIHOOD THAT ANY ACTIVE TRADING MARKET WILL
DEVELOP.
There does not exist a market for our common stock and we cannot
assure you that any market will ever be developed or maintained.
Currently, our stock is not listed on any established trading
system. The fact that most of our stock is held by a small number
of investors further reduces the liquidity of our stock and the
likelihood that any active trading market will develop. The market
for our common stock, if any, is likely to be volatile and many
factors may affect the market. These include, for example:
- - Our success, or lack of success, in product development,
marketing our products and services, and developing our customer base;
- - Competition;
- - Government regulations; and
- - Fluctuation in operating results.
The stock markets generally have experienced, and will likely
continue to experience, extreme price and volume fluctuation
which have affected the market price of the shares of many small
capital companies. These fluctuations have often been unrelated
to the operating results of such companies. Such broad market
fluctuations, as well as general economic and political conditions,
may decrease the market price of our common stock in any market
that develops.
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16. SERVICE OF PROCESS AGAINST ALL OF THE COMPANY'S
DIRECTORS/OFFICERS MAY BE DIFFICULT. IF LEGAL PROCESS
CANNOT BE EFFECTED, THEN THAT DIRECTOR/OFFICER CANNOT BE
MADE PARTY TO A LAWSUIT.
We are incorporated in the State of Nevada and maintain our registered
office in Las Vegas, Nevada. Our registered office is authorized to accept
service of all legal process upon the company. Currently, Mr. Friesen,
our director, president, chief financial officer, and principal
accounting officer, and Ms. Meakin, our director, secretary, and
treasurer, are both residents of Canada. Mr. Friesen and Ms. Meakin
are married to each other. Though it is possible, it may be difficult
for a resident of a country other than Canada to serve all of our
directors/officers, being Mr. Friesen and Ms. Meakin, with service
of process or other documentation. If service of process cannot be
made as against either Mr. Friesen or Ms. Meakin, then they cannot
be made a party to a lawsuit. Similarly, though it is possible, it
may be difficult for a resident of a country other than Canada to
obtain an attachment order with regard to assets owned by the company,
and/or Mr. Friesen or Ms. Meakin, which are located in Canada. Even
if an attachment order, or any other type of court order is obtained,
though it is possible, it may be difficult to enforce any such order
either in Canada or, if possible, to enforce such order in the
jurisdiction where the plaintiff resides.
17. WE HAVE NO EMPLOYEES AND ARE SIGNIFICANTLY DEPENDENT
UPON OUR OFFICERS TO DEVELOP OUR BUSINESS. IF WE LOSE EITHER OF
OUR OFFICERS OR IF OUR OFFICERS DO NOT ADEQUATELY DEVELOP OUR
BUSINESS, THEN WE WILL GO OUT OF BUSINESS.
At the outset, our success will depend entirely on the ability
of Messrs. Friesen and Meakin. We do not carry a "key person"
life insurance policy on either Messrs. Friesen or Meakin. The
loss of either Messrs. Friesen or Meakin could devastate our
business. Although Mr. Friesen has several years of work experience
in the field of information technology (see page 20) and believes
that he will be able to successfully develop online and network
security software and provide online and network security consulting
services, his business experience is limited and neither he nor the
company can guarantee that such software will be successfully
developed and/or that the company's intended consulting services
will generate revenue. Because of Mr. Friesen's experience in the
area of website development and information technology, the
company will rely primarily upon his expertise in these matters.
We currently have no employees and do not have employment agreements
with either Mr. Friesen or Ms. Meakin. We rely almost exclusively
upon our officers to meet our needs. Both Mr. Friesen, our director,
president, chief executive officer, chief financial officer, and
principal accounting officer, and Ms. Meakin, our director,
secretary, and treasurer, are engaged in work outside of the company.
This work limits the amount of time that each of them may devote to
company matters. Initially, it is anticipated that Mr. Friesen will
devote approximately 10 hours per week to the company,
and Ms. Meakin will devote approximately 5 hours per week to the
company, with additional time being devoted to the company once business
operations are commenced. Mr. Friesen's primary responsibilities with
the company will include software research and development and provision
of consulting services while Ms. Meakin will be primarily responsible
for marketing and administration matters.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are based
on our current expectations, assumptions, estimates and projections
about us and our industry. When used in this prospectus, the words
"expects," "anticipates," "estimates," "intends" and similar expressions are
intended to identify forward looking statements. These statements
include, but are not limited to,
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statements under the captions, "Risk Factors," "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results
of Operations", "Business" and elsewhere in this prospectus.
These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected. The cautionary statements made in this prospectus should
be read as being applicable to all related forward-looking statements
wherever they appear in this prospectus.
USE OF PROCEEDS
This offering is being made on a best efforts - no minimum basis.
Since this is a no minimum offering, there is no assurance that we will
raise any proceeds. The following table sets forth management's current
estimate of the allocation of net proceeds expected to be received from
this offering (see footnote 14 on page 15 for discussion of allocation
of net proceeds if less than 500,000 shares, or 25% of the offering, are
sold). Actual expenditures may vary from these estimates. Any variation
would result in a reallocation of funds from one category to another.
For example, it may be in our best interest to incur greater cost for
product development or for marketing rather than leasing or purchasing
equipment. We do not anticipate using funds raised from this offering
for any purpose other than those which are stated in this prospectus.
Pending such uses, we will invest the net proceeds in investment-grade,
short-term, interest bearing securities.
If Maximum
of 2,000,000 If 1,500,000 If 1,000,000 If 500,000
Shares Shares Shares Shares
sold(1) sold(2) sold(3) sold(4)
Total Proceeds: $200,000 $150,000 $100,000 $50,000
Net Proceeds available $200,000 150,000 100,000 50,000
from Offering:
Use of Net Proceeds:
Offering Expenses(5)(6) 24,000 24,000 24,000 24,000
Filing Fees
Debt Payments(7) 2,907 2,907 2,907 2,907
Equipment(8) 29,000 24,000 14,000 5,000
Marketing(9) 29,500 24,500 14,500 4,500
Product Research
and Development(10) 2,000 1,500 1,000 500
Employee Wages (11) 61,500 38,000 24,300 0
Rent (12) 10,800 10,800 0 0
Working Capital(13) 40,293 24,293 19,293 13,093
Total Use of Net
Proceeds: $200,000 150,000 100,000 50,000
(1) Assuming that the maximum of 2,000,000 shares are sold, we
anticipate that the resulting net proceeds may satisfy our funding
requirements for approximately 10 to 12 months. This statement is
based on a comparative review of the net proceeds as against our
projected costs for those items listed under 'Use of Net Proceeds',
above, i.e., Equipment, Marketing, Product Research
-13-
and Development, Employee Wages, Rent, and Working Capital (see page 27,
Plan of Operations, for additional details). We cannot guarantee that our
cash requirements will be satisfied during this time period. Should our
cash requirements exceed our net proceeds during the subject time period,
then we will have to raise additional funds in order to continue our
business. Thus, it is possible that we will need to raise additional
funds during the next twelve months otherwise our business may fail.
(2) Assuming that 1,500,000 shares are sold, we anticipate that the
resulting net proceeds may satisfy our funding requirements for
approximately 8 to 10 months. This statement is based on a comparative
review of the net proceeds as against our projected costs for those
items listed under 'Use of Net Proceeds', above, i.e., Equipment,
Marketing, Product Research and Development, Employee Wages, Rent,
and Working Capital (see page 27, Plan of Operations, for additional
details). We cannot guarantee that our cash requirements will be
satisfied during this time period. Should our cash requirements
exceed our net proceeds during the subject time period, then we will
have to raise additional funds in order to continue our business.
Thus, it is possible that we will need to raise additional funds
during the next twelve months otherwise our business may fail.
(3) Assuming that 1,000,000 shares are sold, we anticipate that
the resulting net proceeds may satisfy our funding requirements for
approximately 6 to 8 months. This statement is based on a comparative
review of the net proceeds as against our projected costs for those
items listed under 'Use of Net Proceeds', above, i.e., Equipment,
Marketing, Product Research and Development, Employee Wages, Rent,
and Working Capital (see page 27, Plan of Operations, for additional
details). We cannot guarantee that our cash requirements will be
satisfied during this time period. Should our cash requirements
exceed our net proceeds during the subject time period, then we
will have to raise additional funds in order to continue our business.
Thus, it is possible that we will need to raise additional funds
during the next twelve months otherwise our business may fail.
(4) Assuming that 500,000 shares are sold, we anticipate that the
resulting net proceeds may satisfy our funding requirements for
approximately 4 to 6 months. This statement is based on a comparative
review of the net proceeds as against our projected costs for those
items listed under 'Use of Net Proceeds', above, i.e., Equipment,
Marketing, Product Research and Development, Employee Wages, Rent,
and Working Capital (see page 27, Plan of Operations, for additional
details). We cannot guarantee that our cash requirements will be satisfied
during this time period. Should our cash requirements exceed our net
proceeds during the subject time period, then we will have to raise
additional funds in order to continue our business. Thus, it is possible
that we will need to raise additional funds during the next twelve months
otherwise our business may fail.
(5) We plan to have Mr. Friesen, our President, sell shares in
our company. Mr. Friesen will not receive any commissions or
discounts. We do not have any agreements, arrangements or understandings
with any broker/dealers to offer or sell our shares.
(6) Legal expenses of $15,000 are one component of our Offering
Expenses. Currently, there has not been any payment made toward
legal expenses. For the purpose of this section, 'Use of
Proceeds', we have included legal expenses under Offering Expenses
and have not included legal expenses under the heading Debt Payments.
The company will make use of offering proceeds to pay its legal
expenses and other offering expenses.
(7) Our balance sheet shows accounts payable of $2,907. This sum of
$2,907 refers to a non-interest bearing demand loan by Mr. Friesen to
the company. From this sum of $2,907, Mr. Friesen paid for, on behalf
of the company: company registration, incorporation, Nevada State
filing fees, purchase of the company's domain name, and accounting fees.
There are not any documents setting forth the terms of the loan and the
loan is not due on any specific date. Any repayment to Mr. Friesen in
respect of the above-noted loan would be made after payment of offering
expenses.
(8) It is expected that funds allocated to equipment will be used
for the following purposes: computers and hardware peripherals
lease and/or purchase ($19,000); software licensing and/or
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purchase ($4,000); office furniture ($5,000); and cell phones
for employees ($1,000). Should we raise less than the maximum
amount, then it is expected that funds allocated to each
sub-category of marketing will decrease proportionally.
(9) It is expected that funds allocated to marketing will be
used for the following purposes: maintenance and promotion of
our web site including arranging for web site listings ($3,000);
industry analyst relations (we expect that any costs incurred
that are directly attributed to establishing relations with
industry analysts would be related to travel and communication
($3,000); publication and distribution of our marketing
literature ($7,500); advertising, which will include direct
mail and email promotion ($11,000); partnering with third party
distributors and/or value added resellers (we expect that any
costs incurred that are directly attributed to establishing
partnerships would be related to travel and communication
($2,500); and attendance at appropriate industry trade shows,
seminars, and conferences ($3,000). Owing to his expertise
(see page 20), Mr. Friesen, our president, will be responsible
for developing our website. Mr. Friesen will not be paid any
fees for development of our website. Should we raise less than
the maximum amount, then it is expected that funds allocated
to each sub-category of marketing will decrease proportionally.
(10) Costs specifically allocated to product research and
development include an approximate cost for depreciation.
(11) It is expected that the sum of $61,500 will be allocated
to employee wages. Employee wages refers to salary payments
and employee benefits, both monetary (i.e., dental plan)
and otherwise (i.e., meal expenses). Should we raise less than
the maximum amount, then it is expected that funds allocated
to employee wages will decrease as set forth in the table on
page 13. Our hiring of employees is dependent on raising sufficient
funds. If sufficient funds are not raised, then we will not be able
to hire employees. If we were to raise only $50,000, then we would
not allocate any proceeds to wages as we would not have sufficient
funds to hire employees. In this event, our officers and directors
would be responsible for any work undertaken. We expect that a
minimum of $100,000 must be raised before we would be in a position
to hire employees.
(12) In the event that we raise at least $100,000, then we anticipate
hiring at least 1 employee who would work part-time or full-time
in our current office space. If we raise $150,000, then we would expect
to hire more than 1 employee and, consequently, would require additional
office space. Our rent calculations are based on expected payment of
$900 per month which is an average of our estimated rent payments of
between $600-$1200 per month (see page 31, Description of Property).
(13) We expect that the working capital portion of the proceeds
will be used to pay expenses such as, in order of priority, accounting
($5,000), legal ($10,000) transfer agent ($2,000), utilities ($1,000),
and general and administrative which includes costs to carry on
consulting and other expenses related to operating the business
($22,293). To be clear, the offering expenses OF $24,000 disclosed on
page 13 includes certain expenses for accounting, legal, and transfer
agent. However, the expenses for accounting ($5,000), legal ($10,000),
and transfer agent ($2,000), disclosed in this footnote are not included
in the offering expenses. Rather, these are additional expenses
allocated to working capital. Should we raise less than the maximum amount,
then it is expected that funds allocated to each sub-category of working
capital will decrease (see page 27, Plan of Operations, for
additional details). The principal reasons for this offering are
(a) to raise sufficient funds that will enable us to commence
business operations; and (b) to pay for our start up expenses.
None of the working capital nor any other proceeds raised from
this offering will be used to pay a salary to Mr. Friesen nor
Ms. Meakin.
(14) In the event that less than 500,000 shares are sold in
our offering, equal to 25% of the maximum shares being offered
for sale, then we will first pay our offering expenses. Second,
debt repayment to Mr. Friesen may be made if Mr. Friesen demands
repayment (see footnote 7, page 14).
-15-
If Mr. Friesen does not demand repayment then no such payment will
be made. If management determines that we have raised sufficient funds to
commence business, then the remaining funds will be allocated on a percentage
basis as follows: 50% working capital, 25% marketing and 25% equipment.
DETERMINATION OF OFFERING PRICE
As no underwriter has been retained to offer our securities, the
offering price of our shares was not determined by negotiation
with an underwriter as is customary in underwritten public offerings.
Rather, we arbitrarily selected the offering price. There is no
relationship between the offering price of the shares and our assets,
earnings, book value, net worth or other economic or recognized
criteria or future value of our shares.
DILUTION
Dilution represents the difference between the offering price
and the net tangible book value per share immediately after
completion of this offering. Net tangible book value is the amount
that results from subtracting total liabilities and intangible assets
from total assets. Dilution arises mainly as a result of our
arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares that you purchase
is also a result of the lower book value of the shares held by our
existing shareholders.
As of the date of this offering, we had 4,000,000 common shares
issued and outstanding and a net tangible book value of $(2,569) or
$0.00 per share. These 4,000,000 shares are owned equally by our
two directors/officers. The price paid for each of these 4,000,000
shares was $.0001 cents per share. For comparison sake, the price
per share to be paid by investors pursuant to this offering will
be $.10 cents per share.
The proceeds from the sale of shares will vary depending on the
total number of shares sold.
Upon completion of this offering, if all 2,000,000 shares (or 100%)
offered hereunder are sold, there would be a total of 6,000,000 common
shares issued and outstanding. If the maximum 2,000,000 shares are sold,
then the net proceeds after deducting offering expenses of $24,000 will be
$176,000. The net offering proceeds taken together with the net tangible
book value would amount to a total net tangible book value of $173,431.
Our net tangible book value divided by the number of shares outstanding
results in a per share book value of $0.03. Thus, shareholders who purchase
shares in this offering will incur an immediate dilution in book value of
their shares of $.07 or approximately 70% and our existing shareholders
would receive an increase in book value of approximately $0.03 per share
without any additional investment on their part.
Upon completion of this offering, if 1,500,000 shares (or 75%)
offered hereunder are sold, there would be a total of 5,500,000 common
shares issued and outstanding. If 1,500,000 shares are sold,
then the net proceeds after deducting offering expenses of $24,000 will be
$126,000. The net offering proceeds taken together with the net tangible
book value would amount to a total net tangible book value of $123,431.
Our net tangible book value divided by the number of shares outstanding
results in a per share book value of $0.02. Thus, shareholders who
purchase shares in this offering will incur an immediate dilution in book
value of their shares of $.08 or approximately 80% and our existing
shareholders would receive an increase in book value of approximately
$0.02 per share without any additional investment on their part.
-16-
Upon completion of this offering, if 1,000,000 shares (or 50%)
offered hereunder are sold, there would be a total of 5,000,000 common
shares issued and outstanding. If 1,000,000 shares are
sold, then the net proceeds after deducting offering expenses of $24,000
will be $76,000. The net offering proceeds taken together with the net tangible
book value would amount to a total net tangible book value of $73,431.
Our net tangible book value divided by the number of shares outstanding
results in a per share book value of $0.015. Thus, shareholders who purchase
shares in this offering will incur an immediate dilution in book value of
their shares of $.085 or approximately 85% and our existing shareholders
would receive an increase in book value of approximately $0.015 per share
without any additional investment on their part.
Upon completion of this offering, if 500,000 shares (or 25%)
offered hereunder are sold, there would be a total of 4,500,000 common
shares issued and outstanding. If 500,000 shares are sold, then the
net proceeds after deducting offering expenses of $24,000 will be $26,000.
The net offering proceeds taken together with the net tangible book value
would amount to a total net tangible book value of $23,431. Our net
tangible book value divided by the number of shares outstanding results in
a per share book value of $0.005. Thus, shareholders who purchase shares in
this offering will incur an immediate dilution in book value of their
shares of $.095 or approximately 95% and our existing shareholders would
receive an increase in book value of approximately $0.005 per share
without any additional investment on their part.
The following information compares the differences of your investment
in our shares with the investment of our existing shareholders:
Existing Shareholders
Price per share .................................. $0.0001
Net tangible book value per share before offering .. $(2,569)
Net tangible book value per share after offering
assuming 100% of shares (i.e., 200,000) are sold ... $173,431
Increase to current shareholders in net tangible
book value per share after offering ................ $0.03
Capital Contributions .............................. $400
Total number of shares after offering held by
all investors ...................................... 6,000,000
Number of shares outstanding before the offering ... 4,000,000
Number of shares outstanding after the offering
held by existing shareholders ...................... 4,000,000
Percentage of ownership after the offering ......... 66.67%
Purchasers of Shares in this Offering if all Shares sold
Price per share .................................. $0.10
Dilution per share ................................. $0.07
Capital contributions .............................. $200,000
Total number of shares after offering held by
all investors....................................... 6,000,000
Number of shares after offering held by public
investors .......................................... 2,000,000
Percentage of ownership after the offering ......... 33.33%
Purchasers of Shares in this Offering if 75% of Shares sold
Price per share .................................. $0.10
Dilution per share ................................. $0.08
Capital contributions .............................. $150,000
Total number of shares after offering held by
all investors....................................... 5,500,000
Number of shares after offering held by public
investors .......................................... 1,500,000
-17-
Percentage of ownership after the offering ......... 27.54%
Purchasers of Shares in this Offering if 50% of Shares sold
Price per share .................................. $0.10
Dilution per share ................................. $0.085
Capital contributions .............................. $100,000
Total number of shares after offering held by
all investors....................................... 5,000,000
Number of shares after offering held by public
investors .......................................... 1,000,000
Percentage of ownership after the offering ......... 20.00%
Purchasers of Shares in this Offering if 25% of Shares sold
Price per share .................................. $0.10
Dilution per share ................................. $0.095
Capital contributions .............................. $50,000
Total number of shares after offering held by
all investors....................................... 4,500,000
Number of shares after offering held by public
investors .......................................... 500,000
Percentage of ownership after the offering ......... 11.11%
PLAN OF DISTRIBUTION
The company plans to offer for sale on a self underwritten,
best efforts, no minimum, 2,000,000 common shares maximum at
a fixed price of $0.10 per share. There is no minimum number
of common shares that we have to sell. There are no minimum
purchase requirements. The offering will be for a period of
90 days from the effective date and may be extended for an
additional 90 days in our sole discretion. This offering will
end no later than 180 days from the date of this prospectus and
may be terminated sooner in our sole discretion.
Currently, we plan to sell the shares in this offering through
Mr. Kim Friesen, our director, president, chief executive office,
chief financial officer, and principal accounting officer.
Mr. Friesen will not receive any commission from the sale of any
shares. Mr. Friesen will not register as a broker/dealer under
Section 15 of the Securities Exchange Act of 1934 (the "Act") in
reliance upon Rule 3a4- 1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in
the offering of the issuer's securities and not be deemed to be a
broker-dealer. These conditions are as follows:
- - The person is not subject to a statutory disqualification,
as that term is defined in Section 3(a)(39) of the Act, at the
time of his participation;
- - The person is not compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;
- - The person is not, at the time of their participation, an
associated person of a broker-dealer; and
- - The person meets the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Act in that he (a) primarily performs, or is
intended to primarily perform at the end of the offering,
substantial duties for or on behalf of the Issuer other than
in connection with transactions in securities; and (b) is not a
broker-dealer, or an associated person of a broker-dealer, within
the preceding twelve (12) months; and (c) does not participate
in selling and offering of securities
-18-
for any Issuer more than once every twelve (12) months other than
in reliance on paragraphs (a)(4)(i) or (a) (4) (iii) of the Act.
Mr. Friesen is not subject to disqualification, is not being
compensated in connection with his participation in the offering
by the payment of commission or any other remuneration based either
directly or indirectly on transactions in securities, and he has
not been and is not currently a broker-dealer nor associated with
a broker-dealer. Mr. Friesen has not, during the last twelve months,
and will not, during the next twelve months, offer or sell
securities for any other Issuer other than in reliance on
paragraphs (a)(4)(i) or (a) (4) (iii) of the Act.
Neither Mr. Friesen nor Ms. Meakin will purchase shares in this
offering. There will not be any affiliates nor associates of Mr. Friesen
and/or Ms. Meakin purchasing shares in this offering.
We estimate the offering expenses to be $24,000. In the event that we
raise only nominal funds through this offering, then Mr. Friesen has
agreed to be responsible for payment of actual expenses incurred. This
is a verbal agreement between Mr. Friesen and the company and there are
not any documents setting forth this agreement. Despite this agreement
not being in writing, it remains a binding contractual agreement
between Mr. Friesen and the company and, to be clear, remains applicable
even if only nominal proceeds or no proceeds are raised. Without this
agreement, and assuming only nominal funds are raised through this
offering, the company will not be able to satisfy its cash requirements.
As of the date of this prospectus, our cash balance is $338.
We are subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder including, without limitation,
Rule 10b-5 and insofar as we, under certain circumstances,
may be a distribution participant under Regulation M. As a
distribution participant, it would be unlawful for us, or any
affiliated purchaser, to directly or indirectly bid for,
purchase, or attempt to induce any person to bid for or purchase,
a covered security during the applicable restricted period. Note
that Regulation M does not prohibit us from offering to sell or
soliciting offers to buy our securities pursuant to this offering.
In the past, we have received unsolicited indications of interest
in Cygni Systems Corporation from individuals familiar with us.
Mr. Friesen will arrange for delivery of a prospectus to these
individuals and to others whom he believes may be interested in
purchasing all or a part of this offering.
LEGAL PROCEEDINGS
To our knowledge, neither us, nor any of our officers or directors is
a party to any material legal proceeding or litigation and such
persons know of no material legal proceeding or contemplated or
threatened litigation and none of our officers or directors have been
found by any court of competent jurisdiction to have violated any
federal or state securities or commodities law. There are no judgments,
orders, or decrees against us or our officers or directors that limit
in any manner our involvement or that of our officers or directors in
any type of business, securities or banking activities. None of our
officers or directors has been convicted of a felony or misdemeanor
relating to securities or performance in corporate office. None of
our officers or directors has been involved in any capacity in any
bankruptcy petition.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
The following sets forth our directors, executive officers, promoters
and control persons, their ages, and all offices and positions held. Directors
are elected for a period of one year and thereafter serve until their
successor is duly elected by the shareholders. Officers and other employees
serve at the will of the Board of Directors.
Name Age Term Served as Position with the Company
Director/Officer
Kim Friesen(1) 35 March, 2004 President/Chief Executive
Officer/Chief Financial Officer/
Principal Accounting Officer/
Director
Andrea Meakin(1) 29 March, 2004 Secretary / Treasurer / Director
(1) Kim Friesen and Andrea Meakin are spouses of each other.
The above individuals will serve as officers and directors. A brief
description of their background and business experience follows:
Kim Friesen. Mr. Friesen has more than 11 years experience in the
field of information technology (IT). From 1993 through 1996, he
was employed with Centra Gas Manitoba as a systems analyst and
technical database administrator where he was responsible for
implementing servers, writing scripts, and mainframe database
administration. From 1996 through 1998, Mr. Friesen worked on
a contractual basis for Air Canada where his position was
Senior PeopleSoft Technical Analyst and his responsibilities
included: lead technical resource for development teams;
database management; developing and implementing coding
standards; debugging and performance tuning applications and
databases; PeopleSoft finance and human resources implementation;
supporting role with 150 person team using 16 databases on Oracle
7.3.x, AIX. From 1999-2001, Mr. Friesen worked on a contractual
basis for Boeing (Canada) where his position was Senior
PeopleSoft Technical Analyst / Oracle DBA, and his responsibilities
included: designing employee self service and user security
architecture; developing web based employee self service
components; developing web coding standards and procedures;
developing and modifying programs and PeopleSoft objects;
PeopleSoft Human Resource Management Systems 7.5 support;
applying People Tools upgrades, tax upgrades, and application
updates. From 1999-2000, Mr. Friesen worked on a contractual basis
for Split Ends Co. as a web developer where he developed retail point
of sale application using Zope, a Python based web application server,
and MySQL database server; developed Linux platform and client
interface with HTML forms, JavaScript, and Zope DTML server
scripting language. From 2002 to 2003, Mr. Friesen worked on a
contractual basis for BCS Inc. as a web developer where he
designed and developed: a web based compensation management and
employee information system; complete online system using MySQL
and Python based Webware application server; and implemented a
reporting system in Python using ReportLab PDF Generation libraries.
Since 2002, Mr. Friesen has worked on a contractual basis for
Enbridge Inc., where his position is Senior PeopleSoft Technical
Analyst / Oracle DBA, and his responsibilities include: leading
technical support staff through installation and configuration
of PeopleSoft v8.0 environment on Oracle 8.1.7, Solaris; designing
database conversion strategy and developing conversion programs;
converting DB/2 (MVS) PeopleSoft v7.02 database to Oracle (UNIX)
PeopleSoft v8.1 database; writing scripts; tuning PeopleSoft Web
and Application Server performance; implementing
-20-
PeopleSoft ePerformance, ePay, eBenefits, Time & Labor, and internet
enabled Employee Self Service; and securing and load testing
server architecture. Mr. Friesen holds a Bachelor of Science
degree, Computer Science major, from the University of Manitoba,
Canada, that he earned in 1993. In 2000, Mr. Friesen achieved the
designation of Oracle8 Certified Professional DBA. Since 2003,
he has been a member of the Association for Computing Machinery.
Mr. Friesen devotes approximately 10 hours per week to Cygni
Systems Corporation and will devote additional time as required.
Mr. Friesen is not an officer or director of any other reporting company.
Andrea Meakin. Ms. Meakin is a speech-language pathologist by
profession. From 1999 to 2000, Ms. Meakin worked as a speech-language
pathologist at the Manitoba Development Center, Riverview Health Center,
Middlechurch Home of Winnipeg, and Fred Douglas Lodge. At these institutions,
her responsibilities included assessing, treating, and consulting with
individuals with communication and swallowing disorders. Since 2000,
Ms. Meakin has been employed as a speech-language pathologist with Seven
Oaks General Hospital in Winnipeg, Manitoba, Canada, where she is responsible
for diagnosing, treating, and providing management services for individuals
who suffer various impairments including: difficulty swallowing, speech,
language, hearing, voice or cognition. As well, since 2000, Ms. Meakin
has been in private practice, as a sole proprietor, providing
speech-language pathology services. Ms. Meakin holds a Bachelor of Arts
in Communication Sciences and Disorders that she earned in 1997 from
the University of North Dakota and a Master of Science in Speech-Language
Pathology that she earned in 1999 from Northern Arizona University.
Ms. Meakin maintains membership in the Manitoba Speech and Hearing
Association and the American Speech, Language and Hearing Association.
She currently devotes approximately 5 hours per week to Cygni Systems
Corporation and will devote additional time as required. Ms. Meakin is
not an officer or director of any other reporting company.
The Company does not currently have any standing audit, nominating,
or compensation committees of the Board, or committees performing similar
functions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The term beneficial owner refers to both the power of investment,
i.e., the right to buy and sell, and rights of ownership, i.e., the right
to receive distributions from the Company and proceeds from sales of the
shares. As these rights or shares may be held by more than one person,
each person who has a beneficial ownership interest in shares is deemed
to be the beneficial owners of the same shares because there is shared
power of investment or shared rights of ownership.
Amount of
Beneficial % of Shares
Name and Address Ownership(1) Before Offering
Kim Friesen(2) 2,000,000 50%
303-167 Bannatyne Avenue
Winnipeg, MB
R3B 0R4 Canada
Andrea Meakin(2) 2,000,000 50%
303-167 Bannatyne Avenue
Winnipeg, MB
R3B 0R4 Canada
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All officers and directors 4,000,000 100%
as a group (2 persons)
TOTAL: 4,000,000 100%
(1) Security ownership of both of the beneficial owners was
determined on September 30, 2004.
(2) Kim Friesen and Andrea Meakin are spouses of each other.
DESCRIPTION OF THE SECURITIES
Penny Stock. Our securities will be considered to be a penny stock
as defined by Rule 15g of the Exchange Act. Generally, a penny stock is
a security that is priced under $5.00, is not traded on a national stock
exchange or quoted on NASDAQ, may be listed on the pink sheets or the
NASD OTC Bulletin Board, and is issued by a company that has less than
$5 million in net tangible assets and has been in business less than 3
years, or has under $2 million in net tangible assets and has been
in business for at least 3 years, or has revenues of $6 million for 3 years.
Rule 15g provides that it is unlawful for a broker or dealer to effect
a transaction in any penny stock on behalf of a customer unless, prior
to effecting the transaction, the broker or dealer has delivered to the
customer a document containing the information set forth in Schedule
15G, Rule 15g-100, and the customer provides written acknowledgement
of receipt of such document. This document discloses important
information concerning penny stocks related to, among other matters,
buying penny stocks, brokers' duties, and customer rights.
Description of Common Stock. We are currently authorized to
issue 100,000,000 shares of $0.001 par value common stock. All shares are
equal to each other with respect to liquidation and dividend rights.
Holders of voting shares are entitled to one vote for each share that
they own at any shareholders' meeting.
Holders of shares of common stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds
legally available. Upon liquidation, holders of shares of common
stock are entitled to participate pro-rata in a distribution of assets
available for such distribution to shareholders. There are no conversion,
pre-emptive, or other subscription rights or privileges with respect
to any shares.
Reference is made to our Articles of Incorporation and Bylaws for a more
complete description of the rights and liabilities of holders of
common stock. Our shares do not have cumulative voting rights:
this means that the holders of more the 50% of the shares voting for each
election of directors may elect all of the directors if they choose to do
so. In such event, the holders of the remaining shares aggregating less
than 50% will not be able to elect any directors.
Following completion of this offering, we will not be required to
provide you with an annual report and we will not voluntarily send an
annual report to you. We will be required to file reports with the
Securities and Exchange Commission under section 15(d) of the Securities Act.
The reports will be filed electronically. The common reports that we will
be required to file are known as Forms 10-KSB, 10-QSB, and 8-K. You may
read copies of any materials we file with the SEC at their Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You may obtain
information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at
http://www.sec.gov. that contains reports, proxy and information
statements, and will contain copies of the reports that we file
electronically.
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Transfer Agent. Pacific Stock Transfer Company, 500 East Warm
Springs Road, Suite 240, Las Vegas, Nevada, 89119, telephone
(702) 361-3033, will act as the transfer agent and registrar for
our outstanding securities upon completion of this offering.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named herein was or is a promoter, underwriter,
voting trustee, director, officer or employee of Cygni Systems Corporation.
Legal Matters. Certain legal matters will be passed upon for us by
Kenneth H. Finkelstein, Attorney At Law, 2200-1420 Fifth Avenue, Seattle,
Washington, 98101.
Accounting Matters. The financial statements included in this prospectus
and elsewhere in the registration statement have been audited by Malone &
Bailey, PLLC, located in Houston, Texas, as set forth in their report, and
are included herein in reliance upon the authority of the stated firm
as experts in accounting and auditing in rendering such reports.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
In accordance with our Bylaws, we may indemnify an officer or director
who is made a party to any proceeding, including a lawsuit, because of his
position, if he acted in good faith and in a manner he reasonably believed to
be in our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including attorney's fees. With respect to
a derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Act) may be permitted to directors, officers, and controlling
persons for the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that any claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the defence of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
ORGANIZATION WITHIN THE LAST FIVE YEARS
We are a start-up company and have no operating history. We anticipate
making all arrangements necessary to commence operations as soon as
practicable once funds from this offering are made available.
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DESCRIPTION OF BUSINESS
COMPANY HISTORY
Cygni Systems Corporation was formed as a Nevada State corporation on
March 18, 2004. Our principal executive office is located at 303-167
Bannatyne Avenue, Winnipeg, MB, R3B 0R4, Canada. Our telephone number
is (204) 295-8015. Our website, which is not currently active, is
located at http://www.cygnisystems.com. We expect our website to be
developed within three months of the date of this prospectus.
Our Strategy
Our business will have a two-pronged focus: software product development
and sales and consulting services targeted to small business and
individual consumers. The software that we intend to develop will
provide online and network security management. It is intended that
our software will complement the second revenue generator of our
business, being the provision of online and network security consulting
services, i.e., comprehensive provision of consulting services focusing
on securing data such as: assessing system vulnerability, risk
assessment, virus control policy, and network traffic analysis. The
scope of services provided will depend on the customers' needs. Software
products that we develop will be distributed to the customer via download
from the Internet and/or through mail delivery of a compact disc
containing the software program. It is expected that most of our
consulting services will be undertaken from our office as our services may
be performed by accessing a customer's desktop or network through the
Internet and via email communication and other telecommunication.
Depending on the scope of the services agreed to be undertaken, we would
consider attending at a customer's office for the purpose of providing
consulting services. Specifically, we expect that our business will be
comprised of the following:
- - Research and development of software designed to enhance internet and
network security;
- - Sales and/or licensing of software;
- - Maintenance and customer support of software sold and/or licensed; and
- - Consulting services related to online and network security.
As of the date of this prospectus, we have not developed any software
products nor have we commenced with provision of consulting services.
Overview
The company is in the development stage and has not yet commenced
operations nor generated any revenue. However, the company intends to
execute its' business plan as set forth in this section, 'Description
of Business', and more specifically on page 27, 'Plan of Operations'.
It is not the company's intention to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person or
to enter into a business combination. Thus, despite being a company is
issuing penny stock, we do not fall within the definition of a 'blank
check company' as that term is defined in Section (a)(2) of Rule 419,
Securities Act of 1933. Briefly, a 'blank check company' is defined as
(i) 'a development stage company that has no specific business plan or
purpose or has indicated that its' business plan is to engage in a merger
or acquisition with an unidentified company or companies, or other entity
of person'; and (ii) is issuing 'penny stock', as defined in Rule 3a51-1
under the Securities Exchange Act of 1934.
Kim Friesen, our president, chief executive officer, chief financial
officer, principal accounting officer, and director, has been directly
involved, in one or more capacities, with the
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information technology industry for the past 11 years (see page 20). He
has significant knowledge of, and experience with, computer network systems,
the internet, applications, and software. Mr. Friesen will be primarily
responsible for developing network security management software, providing
network security consulting services, and attracting customers for both
the anticipated software products and consulting services. Andrea Meakin,
our Secretary, Treasurer, and Director will assume responsibility for
company administrative matters (see page 20). The company expects to
generate revenue through sales and/or licensing of software products
that it intends to create and provision of network security consulting
services. (see page 25).
Target Market
Our target customer market for expected software products will be small
businesses and individual consumers residing in the United States and
Canada and sharing a common concern, being information protection.
Though we believe that our anticipated software products may be marketed
and sold in other countries, our marketing efforts will initially be
limited to North America. If and when we become profitable within the
North American market, we may then consider expanding our sales efforts
to other countries whose population evidences a high degree of computer
literacy. Our target customer market for security consulting
services will be small businesses and individual consumers residing in the
United States and Canada.
Within the United States and Canada, we do not need to pursue nor satisfy
any special licensing or regulatory requirements before establishing or
delivering our intended services other than requisite business licenses.
However, our software products and/or consulting services may be barred
from entering certain jurisdictions or may require prior approval or
authorization before being sold in such jurisdictions. There is no assurance
that we would be able to secure such approval or authorization. If new
government regulations, laws, or licensing requirements are passed, in
any jurisdiction that would cause us to restrict or eliminate delivery of
any of our intended products and/or services, then our business would
suffer. For example, if we were required to obtain a government issued
license for the purpose of providing network security consulting services,
then we could not guarantee that we would qualify for such license. If
such a licensing requirement existed, and we were not able to qualify,
then our business would suffer. Presently, to the best of our knowledge,
no such regulations, laws, or licensing requirements exist or are likely
to be implemented in the near future in countries with a democratic
political system, that would reasonably be expected to have a material
impact on or sales, revenues, or income from our business operations.
Marketing
We expect to utilize several different marketing activities in our attempt
to make our products and services known to the consumer. These marketing
activities will be designed to inform potential consumers, distributors
and value added resellers about the benefits of using our products and
services and will include the following: development and distribution of
marketing literature; direct mail and email; participation at industry
trade shows, product/technology conferences, and seminars; advertising;
maintenance and promotion of our web site; public relations; industry
analyst relations; and partnering with third party distributors and/or
value added resellers.
Potential Revenue Streams
We intend to target four potential revenue streams in the operation of
our proposed business:
- - Software sales direct from the company to the consumer;
- - Software sales through third party distributors and/or value added resellers;
- - Software licensing direct from the company to the consumer; and
-25-
- - Network security consulting services direct from the company to the consumer
that will be charged on a fixed fee or per hour basis.
It is expected that the company would be entitled only to a certain share
of sale proceeds generated through third party distributors and value
added resellers. As of the date of this prospectus, the company has
not entered into any agreements with any third party distributors
and/or value added resellers. Nor has the company established product
fees as of the date of this prospectus since the company believes it
to be prudent to wait until a product is ready for market and to guage
market conditions prior to setting a product price. Fees for consulting
services would be charged on a fixed fee or hourly basis dependent upon the
scope of engagement, i.e., specific work undertaken and timeline for completion.
Product Development
Owing to the knowledge and experience of our president, Mr. Kim Friesen,
with information technology matters (see page 20), he will be responsible
for leading the research and development of our anticipated software products.
More specifically, Mr. Friesen will be responsible for writing and testing
software programs and/or supervising the writing and testing of programs
assuming that the company hires research and development employees. As of
the date of this prospectus, we cannot state with certainty precisely the
number of products we expect to develop. It is, however, expected that our
products will be compatible with networks, servers, applications,
and desktops and will function to provide information security
management, i.e., security assessment, intrusion detection, and
protection. For the purpose of delivering cutting edge software
products to the consumer, we expect to provide product security
updates, as needed, that are based upon our evaluation of existing
or potential network vulnerabilities or threats. For those consumers
who license our products, these updates will be included in the
licensing cost. For buyers of our products, updates will be free
for the first year subsequent to purchase date. Upon expiration
of the first year, updates may be obtained upon payment of a nominal
fee. Similarly, product enhancements, such as new features and/or
refined functionality, will be included in the licensing fee. For
buyers who wish to obtain product enhancements, a nominal fee will
be charged following the first year subsequent to purchase date.
We expect that our products will be compatible with operating
systems such Microsoft Windows, Linux, and Apple and that product
installation will be seamless.
Technology and Systems
Owing to the knowledge and experience of our president, Mr. Kim
Friesen, with information technology matters (see page 20), he
will be responsible for developing our website and implementing
appropriate software and technologies. If required and if advantageous,
we may purchase or lease commercially available licensed technologies
presuming that this would be more cost effective and/or expedient
than developing our own technologies. It is intended that our
systems will have capacity expansion capabilities to support
future growth.
Customer Technical Support
It is our intention to provide excellent customer service and
technical support. We believe that this is essential for the purpose
of achieving optimum sales and/or licensing. We intend to provide
telephone and email support to all customers worldwide. Initially,
however, we will be positioned to accommodate only English speaking
consumers. It is anticipated that, if and when we are established
in non-English speaking countries, we will then arrange for customer
support availability in the local dialect.
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Commencing Operations
As of the date of filing this prospectus, we have not entered into any
agreements with any third parties who may be involved in the operation
of our business. We are not likely to pursue any business
relationships with third parties until after the expiration of
this offering. To be clear, such business relationships would
not include a business combination and it is not our intention
to seek a business combination.
Competition
The market for online and network security management software and
online and network security consulting services is intensely competitive
and is likely to remain so for the foreseeable future. The following
companies offer some services and/or products that will make them a
competitor (note that this is not an exhaustive list of potential
competitors): BMD Solutions Inc., GFI Software Ltd., NetRat Software
Inc., NetFrameworks, Inc., Network Security Consulting, LLC, and Tavve
Software Company. Competition may result in price reductions, reduced
revenue, reduced gross margins, and/or loss of market share, any of which
would materially and adversely our business. There is no assurance that
the company will be able to establish its' own niche and thereafter maintain
a competitive position against current and future competitors, especially those
who have longer operating histories, greater brand recognition,
and stronger financial, technical and marketing resources. As a
result, these competitors may be positioned to adapt more quickly
to new or emerging technologies, changes in customer needs, and/or
allocate more resources to product and service marketing.
Employees
Mr. Friesen is currently working approximately 10 hours per week
and Ms. Meakin is currently working approximately 5 hours per week
on behalf of the company. As required, Mr. Friesen and Ms. Meakin
will devote additional time. Currently, we do not have any employees
and Messrs. Friesen and Meakin do not have employment agreements
with us. We expect that additional personnel will be hired as demand
for our services increases. We anticipate needing to hire up to
four individuals within the next twelve months, including two
information technology research and development individuals, one
secretary/receptionist, and one accountant/bookkeeper.
PLAN OF OPERATIONS
Our plan of operations for the next twelve months is to raise
funds through this offering. A principal use of the offering
proceeds will be to provide working capital required upon commencement
of operations until such time as sufficient revenues are generated to
cover operating expenses. These funds will also be applied towards
payment of start up expenses. Upon completion of this offering and
within the twelve (12) month period thereafter, we expect that
proceeds raised from this offering will be our only source of funding.
We expect that funds raised from this offering will pay for
anticipated expenses within the time period stated herebove.
Assuming that we raise the maximum proceeds from this offering,
we anticipate incurring the following expenses (see page 12,
'Forward-Looking Statements'):
Offering expenses ($24,000); debt repayment ($2,907); computer equipment
lease and/or purchase ($29,000); marketing ($29,500) which is expected
to include advertising, travel, trade show expenses, marketing
material, and website maintenance; product research and development
($2,000);
-27-
employee wages ($61,500), rent ($10,800), and working
capital ($40,293) which is expected to include accounting fees, legal
fees, transfer agent, utilities, and general and administrative.
It is anticipated that our operations will commence in January, 2005.
Note, however, that the commencement date of operations is dependent
upon the date that we complete our offering since proceeds raised from
this offering will be our only source of funding at the outset of
operations. Thus, should the closing of our offering be delayed past
January, 2005, then our operations would not likely commence until
a later date. Assuming that our plans are successfully implemented,
then we would expect that revenues will be generated within 90 days
after the date that we commence operations. Most likely, initial
revenue would be generated from network security consulting services
rather than product sales. We cannot at this time provide an accurate
estimate of when our first software products will be completed and
marketed for sale. This is dependent on the speed with which we are
able to develop our products. As we have not yet commenced active
business operations, we have not achieved any of our business
objectives nor have we generated any revenue and there is no guarantee
that we will be successful in generating revenue. Our business
objectives include the following:
- - Within 90 days of the date of this prospectus, we expect our
website to be operational. Mr. Kim Friesen, our president, will
be responsible for creating and developing our website given his
knowledge and experience (see page 20). It is expected that any
development costs incurred would be nominal and Mr. Friesen would
advance these costs to the company as a non-interest bearing loan.
The company would then be responsible for repaying such loan to Mr.
Friesen from the anticipated offering proceeds. In the event that
we may need to retain a third party to host and maintain the website,
then we expect that costs for such would be minimal, i.e.,
approximately $50 per month. Mr. Friesen would advance these
costs to the company as a non-interest bearing loan. The company
would then be responsible for repaying such loan to Mr. Friesen
from the anticipated offering proceeds.
- - Within 90 days of completion of this offering, we expect to finalize
our marketing plans (see page 25). In order of priority, (with
approximate allocated funding amounts in brackets), our marketing
efforts will be directed toward the following activities: maintenance
and promotion of our web site including arranging for web site listings
($3,000); industry analyst relations - we expect that any costs incurred
that are directly attributed to establishing relations with industry
analysts would be related to travel and communication ($3,000);
publication and distribution of our marketing literature ($7,500);
advertising, which will include direct mail and email promotion
($11,000); attendance at appropriate industry trade shows, seminars, and
conferences ($3,000); and partnering with third party distributors and/or
value added resellers - we expect that any costs incurred that are
directly attributed to establishing partnerships would be related to
travel and communication ($2,500). Initially, we do not expect to
utilize the services of a public relations entity although this will
be reconsidered in the event that our internal marketing does not
yield desired results. The costs of implementing our marketing plans
would be financed from net proceeds raised in our offering. In the event
that we raise less than the maximum amount from this offering, then the
amount of funds allocated for marketing activity would be reduced (see
'Marketing' expenditures page 31). Less funds available for marketing
activity could negatively affect our ability to generate product sales
and consulting revenue thus negatively affecting our ability to generate
revenue.
- - Within three to six months of completion of this offering, we
anticipate attracting customers to our network security consulting
services. This will be a responsibility undertaken by Mr. Friesen. As
well, Mr. Friesen will be principally responsible for provision of such
consulting services. As of the date of this prospectus, the company has
not been retained to provide consulting services. In the event that we
raise less than the maximum amount from this offering, then the amount
of funds allocated for marketing activity would be reduced (see
'Marketing' expenditures page 31). Less
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funds available for marketing activity could negatively affect our ability
to attract clientele who would utilize our consulting services thus reducing
or eliminating potential revenue sources.
- - Within six to twelve months of completion of this offering, we anticipate
developing software products designed to enhance internet and network
security. Research and development of such products will be the
responsibility of Mr. Friesen and other, if any, information technology
personnel retained by the company. We expect that costs incurred, for
the purpose of research and development of software products, will be
primarily related to purchase of required computer equipment,
depreciation costs related to computer equipment, employee wages, and
benefits both monetary (i.e., dental plan) and otherwise (i.e., meal
expenses), if any, payments to information technology personnel assuming
such personnel is retained. Initially, we expect Mr. Friesen to be
solely responsible for research and technology development and provision
of consulting services. He would devote time to both pursuits with an
initial emphasis on generating consulting business since we expect
consulting services to generate revenue sooner than product development.
Shortly after closing of our offering, and assuming we raise
adequate funds through our offering, we anticipate hiring at least
one additional individual who would assist Mr. Friesen with research
and technology matters and, we expect, contribute to lessening the
time it takes to properly research and develop a product. This would
allow Mr. Friesen to devote a greater portion of his time to
provision of consulting services. If funds raised were insufficient
to hire employees, then Mr. Friesen would remain responsible for both
product research and development and provision of consulting services.
If this were to happen, then we expect that product development would
be slower to materialize since Mr. Friesen would devote more time
to provision of consulting services. We believe that Mr. Friesen's
experience and knowledge concerning product research and development
and provision of consulting services will enable him to efficiently
devote adequate time to both of these pursuits. (see page 20). It is
expected that fees would be charged for consulting services on a
fixed fee or hourly basis dependent upon customer preference and
the scope of engagement, i.e., specific work undertaken, expected
volume of work, and timeline for completion. Specific hourly fees
will likely be in the range of $125-$275. Fixed fees charged may
be determined only upon evaluation of scope of engagement. Other
production costs would be related to: manufacture of compact discs
onto which the company's software would be transferred and eventually
sold; and development of the company's website to allow for purchase
and downloading of the company's software. Because research and
development and employee wages are the primary drivers of production
costs it is difficult to provide a reasonably accurate cost projection
at this time. At this stage of our development, there are too many
unknown variables involved with product production, including, but
not limited to: hiring employees, length of tenure of employees,
employee effectiveness, and timeline to product completion. As of the
date of this prospectus, the company has not developed any software
products. In the event that we raise less than the maximum amount from
this offering, then the amount of funds allocated for equipment,
product research and development, and employee wages would be reduced
(see 'Equipment, Product Research and Development, and Employee Wages'
expenditures page 31). Less funds available for equipment, product
research and development, and employee wages could negatively affect
our ability to obtain appropriate equipment, retain qualified
information technology personnel thus increasing the amount of time
it takes to develop software products and, consequently, increasing
the amount of time it takes to bring a product to market and
delaying potential revenue sources. Alternatively, if product
development takes too much time, then we may not have sufficient
funds required to continue our business. In such event, our
business would fail.
- - Within eight to twelve months of completion of this offering,
we anticipate entering agreements with third party distributors
and value added resellers who would sell our software products.
Execution of any such agreements would be dependent on whether
we complete development of our software products. If we do not
complete development of software products then no such agreements
will be executed and revenue will not be derived from third party
sales. Costs incurred would potentially include communication and
travel costs, as they relate to consummating
-29-
agreements, and legal costs incurred for preparing and/or reviewing written
agreements. If we do complete development of software products, then we expect
that agreements with third party distributors and value added
resellers would incorporate several factors as related to
compensation for each party including, but not limited to: distribution
or resale capacity; historical and current sales of complementary
products; current customer base; and percentage of our product sales
allocated to each party which may be on a sliding scale dependent on
product units sold, i.e., the greater number of our products sold, the greater
the percentage allocated to the distributor/reseller. In the event that we
raise less than the maximum amount from this offering, then the amount of funds
allocated for legal, communication, and travel costs would have to be reduced
(see 'Working Capital' expenditures page 31). Less funds available for
travel and/or legal costs could prevent us from concluding distribution
agreements thus reducing or eliminating potential revenue sources;
- - Within twelve months of completion of this offering, hiring and
training employees. Specifically, we anticipate hiring one
secretary/receptionist at a monthly cost of approximately $750, one
accountant/bookkeeper at a monthly cost of approximately $500, two
research and development information technology individuals who would
assist Mr. Friesen with development of software products and would be
paid a monthly fee of $1500 each with an agreed upon bonus payable,
when proceeds permit, upon completion of each new software product.
In the event that we raise less than the maximum amount from this
offering, then the amount of funds allocated for hiring and training
employees would have to be reduced (see 'Employee Wages' expenditures
page 31). With fewer or no employees, our officers/directors would be
responsible for all aspects of our operations. This would likely
limit our revenue potential since more time would be devoted to
corporate and administrative matters rather than attracting clientele
to the consulting side of the business and developing software products.
The result being that our operations would be scaled down since our
officers/directors would be responsible for more aspects of our operations.
- - Within twelve months of completion of this offering, and
assuming that we raise at least $150,000, then we anticipate
hiring more than 1 employee and, consequently, requiring additional office
space. We expect that the cost of such office space would be
between $600-$1200 per month (see 'Rent' expenditures page 31).
However, if we raise less than $150,000, then our means to hire
more than 1 employee will be limited to non-existent thus we will not
require additional office space.
Since we are in the initial stages of developing our business, there
is no assurance that there will be sufficient demand for our services
to allow us to operate profitably. Our auditors have determined that
we do not have sufficient working capital necessary to be successful
and to service our debt. As a result, our auditors have raised
substantial doubt about our ability to continue as a going concern.
If we are not successful at creating demand for our services, then
it is not likely that we will generate sufficient revenues from
services to operate profitably. We expect to address the concerns
raised by our auditor by: generating revenue through the provision of
network security consulting services and through software product sales
and/or licensing. Initially, we anticipate that the primary income
generator will be consulting services. We expect that software product
development will take at least 6 to 12 months and, once developed,
further delay will be encountered before revenue is generated from
sales and/or licensing as we will have to properly market the product.
If we are not successful in creating demand for our consulting services,
and if we are not successful in developing software product, then we
are not likely to generate any revenue.
The period of time during which we may be able to satisfy our cash
requirements depends on the net proceeds raised in our offering
(see page 13, Use of Proceeds). Note that we cannot, and do not,
guarantee that our cash requirements will be satisfied during the stated
time periods. Should our cash requirements exceed our net proceeds during
the subject time period, then we will have to raise additional funds in
order to continue operation of our business. Thus, it is possible that
we will need to raise additional funds during the next twelve months
otherwise our business may fail. Our current
-30-
cash requirements are being met by non-interest bearing demand loans from
Mr. Friesen. In accordance with a binding verbal agreement (also referred
to on page 19, paragraph 4) between Mr. Friesen and the company, Mr. Friesen
is legally obligated, by verbal agreement, to pay for expenses incurred by
the company, including expenses incurred toward website development, at least
until the company's offering is completed and proceeds are raised. However, to
be clear, this verbal agreement remains applicable even if only nominal proceeds
or no proceeds are raised. Pursuant to the verbal agreement between
Mr. Friesen and the company, if only nominal funds or no funds are
raised in our offering then Mr. Friesen has agreed not to seek repayment
of expenses he has paid on behalf of the company and the company will not be
liable to Mr. Friesen or any other party for payment of
expenses undertaken by Mr. Friesen on behalf of the company.
In the absence of this verbal agreement, and assuming that nominal
or no funds are raised in our offering, and that funds cannot be
raised from any other source, then we will not be able to satisfy
our cash requirements and will immediately go out of business.
Assuming that the maximum of 2,000,000 shares are sold, we anticipate
that the resulting net proceeds of $200,000 may satisfy our funding
requirements for approximately 10 to 12 months. These proceeds would
allow us to cover the cost of our equipment ($29,000 - see page 27),
marketing ($29,500 - see page 27), product research and development
($2,000 - see page 27), employee wages ($61,500 - see page 27), rent
($10,800- see page 27), and working capital ($40,293 - see page 27),
offering expenses ($24,000 - see page 13), and debt repayment
($2,907 - see page 13). Assuming that 1,500,000 shares are sold, we
anticipate that the resulting net proceeds of $150,000 may satisfy
our funding requirements for approximately 8 to 10 months. Except
for offering expenses (24,000), debt repayment ($2,907) and rent
($10,800), these proceeds would cause us to reduce our expenditures
as follows: equipment ($24,000), marketing ($24,500), product
research and development ($1,500), employee wages ($38,000),
and working capital ($24,293). Assuming that 1,000,000 shares
are sold, we anticipate that the resulting net proceeds of
$100,000 may satisfy our funding requirements for approximately
6 to 8 months. Except for offering expenses (24,000) and debt
repayment ($2,907), these proceeds would cause us to reduce our
expenditures as follows: equipment ($14,000), marketing ($14,500),
product research and development ($1,000), employee wages ($24,300),
rent ($-0-), and working capital ($19,293). Assuming that 500,000
shares are sold, we anticipate that the resulting net proceeds of
$50,000 may satisfy our funding requirements for approximately 4
to 6 months. Except for offering expenses (24,000) and debt
repayment ($2,907), these proceeds would cause us to reduce our
expenditures as follows: equipment ($5,000), marketing ($4,500),
product research and development ($500), employee wages ($-0-),
rent ($-0-) and working capital ($13,093).
DESCRIPTION OF PROPERTY
Our principal office is located at 303-167 Bannatyne Avenue,
Winnipeg, MB, R3B 0R4, Canada, and is owned by Mr. Friesen, our
president. Our telephone number is (204) 295-8015. We do not own
nor lease our offic e space. Mr. Friesen has verbally agreed to allow
us to use our office without charge until such time that we decide
to obtain other office space. No debt has accrued on account of rent
payments owing. Our office space is sufficient for our current needs.
However, we anticipate requiring additional space of approximately
1000 square feet in the event that our business operations are
successful and we hire employees. Should we require such additional
space, we are likely to incur rental payments. We can only estimate
at this time that such payments would be in the range of $600-$1200
per month.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have issued shares to the following officers, directors,
promoters and beneficial owners of more than 5% of our outstanding
securities.
Number Consideration Relationship Date of
Name of Shares Given to Company Issuance
Kim Friesen(1)(2) 2,000,000 $200 Director / President 03/18/2004
Chief Executive Officer
Chief Financial Officer
Principal Accounting
Officer
Andrea Meakin(1)(2)2,000,000 $200 Director / Secretary 03/18/2004
Treasurer
(1) Kim Friesen and Andrea Meakin are spouses of each other.
(2) Both Kim Friesen and Andrea Meakin are promoters of the company.
The sum of $2,907 set forth on our Balance Sheet (see page 35) refers
to a non-interest bearing demand loan given by Mr. Friesen to the
company. As of the date hereof, there has not been any repayment of
this loan. There are not any documents setting forth the terms of the
loan and the loan is not due on any specific date. In addition to
their respective roles as directors and officers of the company,
the nature of services to be provided to the company by
Mr. Friesen and Ms. Meakin, respectively, are set forth on
page 12 (see risk factor number 17) and page 24 (see subheading
'Overview', second paragraph).
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Currently, our securities are not traded publicly. There is no assurance
that a trading market will develop, or, if developed, that it will be
sustained. Consequently, a purchaser of shares may find it difficult
to resell the securities offered herein should the purchaser desire
to do so when eligible for public resales. Furthermore, the shares
are not marginable and it is not likely that a lending institution
would accept our common stock as collateral for a loan.
Pursuant to this prospectus, we propose to publicly offer up to a
total of 2,000,000 shares of common stock on a best efforts, no
minimum, 2,000,000 shares maximum, basis. To date, none of our
outstanding shares of common stock are subject to outstanding options,
warrants to purchase, or securities convertible into common stock. We
have not agreed to register shares of common stock held by existing
security holders for resale. We currently have 2 shareholders. These
shareholders are Messrs. Friesen and Meakin. All of the shares issued
to Messrs. Friesen and Meakin, being a total of 4,000,000 common shares,
are 'restricted' securities as defined by Rule 144 of the Securities
Act. This means that the common stock is eligible for sale subject to
volume limitations, timing and manner of sale restrictions, and filing
of notice requirements. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's
common stock for at least one year is entitled to sell within any
three month period a number of shares that does not exceed the greater
of: (a) one per cent of the number of shares of the company's
common stock then outstanding which, in our case, will equal 40,000
shares as of the date of this prospectus, being September 30, 2004,
(however, the shares held by Messrs. Friesen and Meakin were issued
on March 18, 2004, thus any sales could not take place until after
March 18, 2005); or (b) the average weekly
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trading volume of the company's common stock during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale. Under
Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least
two years, is entitled to sell shares without complying with the manner
of sale, public information, volume limitation or notice provisions
of Rule 144.
EXECUTIVE COMPENSATION
To date we have no employees other than our officers. Neither our
officers nor directors have been paid any compensation. We currently
have no formal employment agreements or other contractual arrangements
with our officers, directors, nor anyone else regarding the commitment
of time or the payment of salaries or other compensation. None of the
proceeds raised from this offering will be used to pay a salary to
our officers or directors. Further, none of the proceeds raised
from this offering will be used to pay to Mr. Friesen any
compensation for developing any software nor for consulting services.
That said, we expect that our officers and directors will
receive compensation, the amount to be determined at the discretion
of the board of directors. Though we have not yet determined a specific
formula upon which compensation will be calculated, we expect compensation
levels to be based upon: (1) responsibilities undertaken by each
officer and director, and (2) financial performance of the company,
(3) expected future financial performance of the company, and (4)
any other considerations determined to be relevant by the board
of directors. More specifically, it is anticipated that officers and
directors will receive an annual salary. We would expect that Mr. Friesen's
salary would be in the range of approximately $60,000 to $120,000
and that Ms. Meakin's salary would be in the range of approximately
$20,000 to $50,000. At this time, we do not anticipate awarding
stock options. Depending on financial performance of the company,
we expect that a monetary bonus may be given to officers and
directors, such bonus not expected to exceed 10% to 15% of
annual salary.
FINANCIAL STATEMENTS
{THIS SPACE INTENTIONALLY LEFT BLANK}
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INDEPENDENT AUDITORS REPORT
To the Board of Directors
Cygni Systems Corporation
(A Development Stage Company)
Winnipeg, Canada
We have audited the accompanying balance sheet of Cygni
Systems Corporation as of April 30, 2004 and the related
statements of operations, stockholders equity and cash flows for
period from inception (March 18, 2004) through April 30, 2004.
These financial statements are the responsibility of Cygnis
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cygni
Systems Corporation as of April 30, 2004 and the results of its
operations and cash flows for the initial period then ended in
conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming
that Cygni will continue as a going concern. As discussed in Note
3 to the financial statements, Cygni has no operations and has a
working capital deficiency, which raises substantial doubt about its
ability to continue as a going concern. Managements plans regarding
those matters also are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
May 20, 2004
-34-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
BALANCE SHEET
April 30, 2004
ASSETS
Cash $400
CURRENT LIABILITIES
Loans payable-related party $696
STOCKHOLDERS' DEFICIT
Common stock, 100,000,000 shares authorized
at $0.001 par value;
4,000,000 shares issued and outstanding 4,000
Paid in capital deficit (3,600)
Deficit accumulated during development stage (696)
Total Stockholders' Deficit (296)
Total Liabilities and Stockholders' Deficit $400
See accompanying significant accounting policies and notes
to financial statements.
-35
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from March 18, 2004, (date of inception) to April 30, 2004
General and administrative expenses $ 696
NET LOSS $(696)
NET LOSS PER COMMON SHARE
Basic and diluted $(.00)
AVERAGE OUTSTANDING SHARES
Basic and diluted 4,000,000
See accompanying significant accounting policies and notes
to financial statements.
-36
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT
For the from Period March 18, 2004, (date of inception) to April 30, 2004
Common Stock Accumulated
Shares Amount Deficit Totals
Issuance of Common Stock
to founders for cash at
$.0001 on March 18, 2004 4,000,000 $400 $ 400
Net loss - - (696) (696)
Balance April 30, 2004 4,000,000 $400 $(696) $(296)
See accompanying significant accounting policies and notes
to financial statements.
-37
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from March 18, 2004, (date of inception) to April 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(696)
CASH FLOWS FROM INVESTING
ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 400
Proceeds from loans payable-related party 696
Net Cash Flows from Financing Activities 1,096
Increase in Cash and Cash as of April 30, 2004 $ 400
See accompanying significant accounting policies and notes
to financial statements.
-38-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
Cygni Systems Corporation was incorporated in Nevada on March 18, 2004.
Cygni was organized for the purpose of undertaking design, development,
and sales of online and network security software as well as provision
of online and network security consulting services.
Cygni is in the development stage and has elected March 31 as its
fiscal year end.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Earnings (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net
income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding
as if shares had been issued on the exercise of any common share rights
unless the exercise becomes antidilutive and then only the basic per
share amounts are shown in the report.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, Cygni considers all
highly liquid investments with a maturity of three months or less to
be cash equivalents.
Revenue Recognition
Revenues from the sale of computer software will be recognized upon
product shipment. Revenues generated from maintenance and consulting
services will be billed and recognized ratably over the term of the
service agreement.
Research and Development Costs
Cygni intends to capitalize research and development costs related
to initial program development and significant program enhancements.
All research and development costs incurred in developing products
prior to reaching technological feasibility will be charged to
expense in the period incurred. Upon reaching technological
feasibility, all costs are to be capitalized as software development
costs.
-39
Capitalized software development costs will be amortized over
a period of time estimated to be the useful life of the product, not to
exceed 60 months.
Income Taxes
Cygni utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and
the tax bases of the assets and liabilities and are measured using
the enacted tax rates and laws that will be in effect, when the
differences are expected to reverse. An allowance against deferred
tax assets is recorded when it is more likely than not that such
benefits will not be realized.
On April 30, 2004, Cygni had net operating losses available for carry
forward of $696. The tax benefit of $237 from the carry forwards have
been fully offset by a valuation reserve because the use of the future
tax benefit is undeterminable since the company has no operations.
The loss carryover will expire in 2024.
Foreign Currency Translation
Cygni is based in Canada although it is incorporated in Nevada.
Since inception, all transactions have been in U.S. dollars, although
that will change when operating activities commence. An account, Other
Comprehensive Income, will be added to Stockholders' Deficit that
will represent changes in the value of the Canadian dollar relative
to the U.S. dollar. As of each balance sheet date, the Canadian operations
will translate its assets and liabilities into U.S. dollars at the
exchange rate in effect on that date. There are no hedging contracts.
Revenues and expenses during each period will be translated at the
average exchange rates of those periods. Equity accounts are translated
at historical amounts. Translation adjustments are deferred in the equity
account, Other Comprehensive Income (Loss), a separate component of
Stockholders' Equity.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
Recent Accounting Pronouncements
Cygni does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. GOING CONCERN
As set forth on Cygni's balance sheet, its' assets total $400. These
funds represent the amount paid by Cygni's officers/directors for their
common shares. This amount does not provide adequate working capital for
Cygni to successfully operate its' business and to service its debt.
Expenses incurred to the date of this prospectus are being recorded on
Cygni's books as they occur. This raises substantial doubt about its'
ability to continue as a going concern. Continuation of Cygni as a going
concern is dependent upon obtaining additional working capital.
Management believes that Cygni will be able to operate for the coming
year by obtaining additional loans from Mr. Friesen and from equity
funding, via proceeds raised from the offering set forth in this prospectus.
-40-
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
On March 18, 2004, officers-directors acquired all of Cygni's
outstanding capital stock, being 4,000,000 common shares, at a
price of $0.0001 per share. Officers-directors have made demand
loans to Cygni of $696.
Cygni neither owns nor leases any real or personal property, and
an officer has provided office services without charge. Such costs
are immaterial to the financial statements and accordingly are not
reflected herein. The officers and directors are involved in other
business activities and most likely will become involved in other
business activities in the future.
5. MANAGEMENT DISCLOSURE
The accompanying balance sheet of Cygni Systems Corporation,
(development stage company) at April 30, 2004, and the related
statements of operations for the two months ended April 30, 2004, have
been prepared by the company's management in conformity with accounting
principles generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a
fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal and
recurring nature.
Operating results for the period ended April 30, 2004, are not necessarily
indicative of the results that can be expected for the year ending
March 31, 2005.
-41-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
BALANCE SHEET
July 31, 2004
(Unaudited)
ASSETS
Cash $338
TOTAL ASSETS $338
LIABILITIES & STOCKHOLDERS' DEFICIT
Accounts payable-related party $2,907
TOTAL LIABILITIES $2,907
STOCKHOLDERS' DEFICIT
Common stock, $.001 par, 100,000,000 shares
authorized 4,000,000 shares issued and
outstanding 4,000
Paid in capital deficit (3,600)
Deficit accumulated during the development stage (2,969)
TOTAL STOCKHOLDERS' DEFICIT (2,569)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 338
-42-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months Ended July 31, 2004 and the Period
from March 18, 2004, (Inception) through July 31, 2004
(Unaudited)
3 months ended Inception to
July 31, 2004 July 31, 2004
General and Administrative Expenses $ 2,273 $2,969
Net Loss $ 2,273 $2,969
Basic and diluted net loss per
common share (.00) (.00)
Weighted average common shares
outstanding 4,000,000 4,000,000
-43-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period from March 18, 2004, (Inception) through July 31, 2004
(Unaudited)
3 months ended Inception to
July 31, 2004 July 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (2,273) $ (2,969)
Adjustments to reconcile net
loss to cash used in
operating activities
Net Change in:
Accounts Payable - related party 2,211 -
NET CASH USED IN OPERATING ACTIVITIES (62) (2,969)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 400
Proceeds from loans payable-related party - 2,907
NET CASH PROVIDED BY FINANCING ACTIVITIES - 3,307
NET CHANGE IN CASH (62) 338
Cash balance, beginning of period 400 -
Cash balance, ending of period $338 $ 338
-44-
CYGNI SYSTEMS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Cygni
Systems Corporation (Cygni), have been prepared in accordance with
accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (SEC),
and should be read in conjunction with the audited financial statements
and notes thereto contained in Cygni's latest annual report filed with
the SEC on Form 10KSB. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results
to be expected for the full year. Notes to the financial statements in
the audited financial statements for fiscal year 2004, as reported in the
10KSB, have been omitted.
-45-
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
NOTE: Until 90 days from the effective date, or such shorter
period as the Securities & Exchange Commission may specify, all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a Prospectus.
This is in addition to the dealers' obligation to deliver a Prospectus
when acting as underwriters and with respect to their unsold allotments
or subscriptions.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability
which they may incur in such capacity are as follows:
(a) Section 78.751 of the Nevada Business Corporation Act provides that
each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action,
suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of
the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not,
of itself create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid
in settlement and attorneys fees actually and reasonably incurred
by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any
-46-
claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction,
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2,
or in defense of any claim, issue or matter therein, he must be indemnified
by the corporation against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by
a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal counsel,
in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers
may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders of disinterested directors or otherwise, for either an
action in his official capacity or an action in his official capacity
or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
-47-
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
7. The registrants Articles of Incorporation limit liability of its
Officers and Directors to the full extent permitted by the Nevada Business
Corporation Act.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses
we will pay in connection with the offering described in this registration
statement:
Amount
SEC Registration fee (1) $ 25.34
Blue Sky fees and expenses $ 2,500.00
Printing and shipping expenses $ 1,500.00
Accounting fees and expenses $ 4,000.00
Legal Fees (1) $ 15,000.00
Transfer and Miscellaneous expenses $ 974.66
Total: $ 24,000.00
(1) All expenses, except SEC registration fee and legal fees, are estimated.
RECENT SALES OF UNREGISTERED SECURITIES
On March 18, 2004, 2,000,000 restricted common shares were
issued to our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, and Director, Kim Friesen, in exchange
for consideration of $200. The shares were issued without registration under
the Securities Act of 1933 in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act. No general solicitation
was made in connection with the offer or sale of these securities.
On March 18, 2004, 2,000,000 restricted common shares were issued to
our Secretary, Treasurer, and Director, Andrea Meakin in exchange for
consideration of $200. The shares were issued without registration under
the Securities Act of 1933 in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act. No general solicitation was
made in connection with the offer or sale of these securities.
-48-
EXHIBIT INDEX
SEC
Reference Exhibit no. Document Location
3 3.01 Articles of Incorporation Attached
3 3.02 By-Laws Attached
5 5.01 Opinion on Legality Attached
23 23.01 Consent of Auditor Attached
23 23.02 Consent of Counsel Attached to
Exhibit 5.01
99 99.01 Specimen Subscription
Agreement Attached
UNDERTAKINGS
Subject to the terms and conditions of Section 15(d) of
the Securities Exchange Act of 1934, the undersigned Registration hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the Commission heretofore
or hereafter duly adopted pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to its Articles of
Incorporation or provisions of the Nevada Business Corporations Act,
or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
we will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question, whether or not such indemnification by us is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
We hereby undertake to:
(1) File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:
(a) Include any prospectus required by section 10(a)(3) of the Securities Act;
(b) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or
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high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the Calculation of Registration Fee table in the effective registration
statement; and
(c) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act treat each
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2/A Registration Statement
to be signed on its behalf by the undersigned on September 30, 2004.
Cygni Systems Corporation
By: /s/ Kim Friesen
Kim Friesen
President, Chief Executive Officer,
Chief Financial Officer, Principal
Accounting Officer, and a member
of the Board of Directors
By: /s/ Andrea Meakin
Andrea Meakin
Secretary, Treasurer, and a
member of the Board of Directors
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