As filed with the Securities and Exchange Commission on March 23, 2005
Registration No. 333-116045
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CYGNI SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 7389 20-0909393
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
39 Woodstone Drive
Winnipeg, Manitoba, R2E 0M5
(204) 295-8015
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(Address and telephone number of principal executive offices)
Kenneth H. Finkelstein
2200-1420 Fifth Avenue
Seattle, Washington 98101
(206) 310-1344
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(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: Not
Applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |_|
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(d)
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. |x|
DEREGISTRATION OF SECURITIES
Cygni Systems Corporation, originally registered a best efforts,
no minimum, 2,000,000 common shares ("Shares") maximum offering at a price of
$0.10 per share. The Shares were registered for sale to the public on a
Registration Statement on Form SB-2 (File No. 333-116045) (the "Registration
Statement"). Cygni Systems Corporation has sold 1,051,700 of the Shares
registered under the Registration Statement. The offering was terminated on
January 19, 2005. Accordingly, we hereby amend the Registration Statement to
withdraw from registration the 948,300 Shares that remain unsold under the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winnipeg,
Manitoba, on March 23, 2005.
CYGNI SYSTEMS CORPORATION
By: /s/ Kim Friesen
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Kim Friesen
President, Chief Executive Officer,
Chief Financial Officer, Principal
Accounting Officer, a member of the
Board of Directors
Pursuant to the requirements of the Securities Act of 1933
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Kim Friesen
- ------------------------ President, Chief Executive March 23, 2005
Kim Friesen Officer, Chief Financial Officer,
Principal Accounting Officer,
a member of the Board of Directors
/s/ Andrea Meakin Secretary, Treasurer, March 23, 2005
- ----------------------- a member of the Board of
Andrea Meakin Directors