UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-31165
CYGNI INVESTMENTS, INC.
(Exact name of Registrant as specified in charter)
NEVADA 88-0442584
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [ ] No [X]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At November 3, 2000, there
were 1,000,000 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of September 30, 2000, and the results of its operations and
changes in its financial position from November 17, 1999, through September
30, 2000, have been made. The results of its operations for such interim
period is not necessarily indicative of the results to be expected for the
entire year.
<PAGE>
Cygni Investments, Inc.
(a development stage company)
Balance Sheets
ASSETS
September 30,
2000
CURRENT ASSETS
Cash (Note 1) $ 8,700
--------
TOTAL ASSETS $ 8,700
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 1,022
Note payable - related party (Note 4) 15,330
--------
Total Current Liabilities 16,352
STOCKHOLDERS' EQUITY
Common Stock 100,000,000 shares
authorized at $.001 par value;
1,000,000 shares issued and outstanding 1,000
Capital in Excess of Par Value 9,000
Deficit accumulated during development stage
Total Stockholders' Equity (7,652)
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,700
========
The accompanying notes are an integral part of these financial statements
<PAGE>
Cygni Investments, Inc.
(a development stage company)
Statements of Operations
For the
Period
For the For the For the For the Nov.17, 1999
Three Three Nine Nine (inception)
Months Months Months Months to
Ended Ended Ended Ended
September September September September September
30, 2000 30, 1999 30, 2000 30, 1999 30, 2000
REVENUE $ - $ - $ - $ - $ -
EXPENSES
General & Administrative $ 13,930 $ - $ 16,630 $ - $ 16,630
Interest Expense 383 - 1,022 - 1,022
------ ------ ------- ------ -------
Total Expenses 14,313 - 17,652 - 17,652
NET INCOME (LOSS)
Before Taxes $ (14,313) $ - $ (17,652)$ - $ (17,652)
Taxes (Note 2) - - - - -
INCOME (LOSS) $ (14,313) - $ (17,652)$ - $ (17,652)
====== ====== ======= ====== =======
Loss Per Common Share
(Note 1) $ (.01) $ - $ (.02)$ -
====== ====== ======= ======
Average Outstanding
Shares (Note 1) 1,000,000 - 727,178 -
====== ====== ======= ======
<PAGE>
Cygni Investments, Inc.
(a development stage company)
Statements of Cash Flows
For the Period
For the Nine For the Nine Nov. 17, 1999
Months Ended Months Ended (Inception) to
September 30, September 30, September 30,
2000 1999 2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (17,652) $ - $ (17,652)
Increase (Decrease)
in Accts. Payable/Interest
Payable 1,022 - 1,022
Expenses paid by Stock Issuance 2,285 - 2,285
------ ------- -------
(14,345) - (14,345)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash 7,715 - 7,715
Issuance of Note Payable for Cash 15,330 - 15,330
------ ------- -------
23,045 - 23,045
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 8,700 - 8,700
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD - - -
------ ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 8,700 $ - $ 8,700
====== ======= =======
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
<PAGE>
Cygni Investments, Inc.
(a development stage company)
Notes to the Financial Statements
September 30, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - Cygni Investments, Inc. (the "Registrant" or the
"Company") was incorporated in Nevada on November 17, 1999, as Cygni
Investments, Inc. for the purpose of seeking and consummating a merger or
acquisition with a business entity organized as a private corporation,
partnership, or sole proprietorship.
Cash and Cash Equivalents The Company considers all highly liquid investments
with maturities of three months or less to be cash equivalents.
Earnings (Loss) Per Share The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 1999.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences for the current year accordingly, no deferred tax
liabilities have been recognized.
No provision for income taxes has been recorded due to net operating loss
carryforward totaling approximately $0 that will be offset against future
taxable income. The NOL carryforward begins to expire in the year 2020. No
tax benefit has been reported in the financial statements.
<PAGE>
Deferred tax assets and the valuation account at December 31, 1999 is as
follows:
Deferred tax asset:
NOL carryforward $ -
Valuation allowance $ -
Total $ -
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - NOTE PAYABLE RELATED PARTY
The Company issued a promissory note in the amount of $15,330 to Mezzanine
Capital Ltd. on February 4, 2000. The note is unsecured and carries an
interest rate of 10% per annum. The principal and interest of the note shall
be due and payable on February 4, 2001.
NOTE 5 - ISSUANCE OF COMMON STOCK
The Company has issued 228,500 shares of common stock for services performed
in organizing the company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, but will submit the proposal
to the shareholders for final approval.
The original shareholders contributed a total of $7,715 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$15,330 to the Company for operating expenses.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Cygni Investments, Inc.
Date: November 10, 2000 By /s/ Carl Suter, President and Principal
Financial and Accounting Officer
