As filed with the U.S. 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
FORM 8-A
For registration of certain classes of securities
pursuant to section 12(b) or (g) of the
of the Securities Exchange Act of 1934
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)
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Securities to be registered pursuant to section 12(b) of the Act:
Title of each class to be so registered:
Not Applicable
Name of each exchange on which each class is to be registered:
Not Applicable
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates:
Form SB-2; File no. 333-116045
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class:
Common Stock, par value $0.001
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Item 1. Description of Registrant's Securities to be Registered.
The description of securities contained in the Registrant's Registration
Statement on Form SB-2, as amended, filed with the United States Securities
and Exchange Commission (File no. 333-116045) is incorporated by reference
into this registration statement.
Item 2. Exhibits
The following Exhibits are incorporated herein by reference from the
Registrant's Form SB-2 Registration Statement filed with the United States
Securities and Exchange Commission, SEC file no. 333-116045 on October 1, 2004.
Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:
Exhibit No. Document Description
3.01 Articles of Incorporation
3.02 Bylaws
5.01 Legal Opinion Letter
23.01 Auditor Consent Letter
23.02 Counsel Consent Letter (filed with Exhibit 5.01)
99.01 Subscription Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned hereunto duly authorized on this 23rd day
of March, 2005.
Registrant: CYGNI SYSTEMS CORPORATION
By: /s/ Kim Friesen
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Kim Friesen, President,
Chief Exectuve Officer, Chief
Financial Officer, Principal
Accounting Officer, a member of
the Board of Directors
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