UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

      [X]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2004
      OR
      [ ]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: 333-116045

CYGNI SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State of other jurisdiction of incorporation or organization)

20-0909393
(IRS Employer Identification Number)

303-167 Bannatyne Avenue
Winnipeg, Manitoba
R3B 0R4   Canada
(Address of principal executive offices)

(204) 295-8015
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter  period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ x ] No [ ]

State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date:

December 15, 2004: 4,000,000 common shares outstanding.

Transitional Small Business Disclosure Format (Check one):
     Yes []     No [X]

				-1-

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 CYGNI SYSTEMS CORPORATION
                               (A Development Stage Company)
                                       BALANCE SHEET
                                     October 31, 2004
                                        (Unaudited)


ASSETS

     Cash                                    	$338

          Total Assets                          $338


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

     Loans payable-related party                $2,907

TOTAL LIABILITIES                               $2,907

STOCKHOLDERS' DEFICIENCY

     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                                   (2,969)

    Total Stockholders' Deficit                 (2,569)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $338


                               -2-

                     CYGNI SYSTEMS CORPORATION
                   (A Development Stage Company)
                      STATEMENT OF OPERATIONS
              Three Months ended October 31, 2004, and
 Period from March 18, 2004, (date of inception) to October 31, 2004
                               (Unaudited)


                              3 months ended   Inception to
                              Oct 31, 2004     Oct 31, 2004


General and administrative
  expenses                     $     -         $   2,969

NET LOSS                       $     -         $  (2,969)


NET LOSS PER COMMON
  SHARE

     Basic and diluted         $  (.00)        $    (.00)


AVERAGE OUTSTANDING
SHARES

     Basic and diluted          4,000,000       4,000,000


					-3-


                     CYGNI SYSTEMS CORPORATION
                   (A Development Stage Company)
                      STATEMENT OF CASH FLOWS
         Three and Six Months ended October 31, 2004, and
 Period from March 18, 2004, (date of inception) to October 31, 2004
                            (Unaudited)

                                             3 months ended   Inception to
                                             Oct 31, 2004     Oct 31, 2004

CASH FLOWS FROM
 OPERATING ACTIVITIES

Net Loss                                        $      -       $(2,969)
  Adjustments to reconcile net loss to
  Cash used in Operating Activities
Net Change in:
Accounts Payable-related party                         -             -

NET CASH USED IN OPERATING
ACTIVITIES                                             -        (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                                     -           338
Cash balance, beginning of period                    338             -

Cash balance, ending of period                    $  338        $  338


				-4-

                         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"), in particular, in accordance with
the instructions to SEC Form 10-QSB. Accordingly, 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 instructions. These
unaudited financial statements should be read in conjunction with the
audited financial statements and notes thereto as at April 30, 2004,
filed with the Companys Registration Form SB-2.

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 which would substantially duplicate
the disclosure contained in the audited financial statements for fiscal
year 2004, as reported in the Companys Registration Form SB-2, have
been omitted.

NOTE 2:   Nature of Development Stage Activities and Operations

The Company was incorporated in the State of Nevada on March 18, 2004.
The Company is in the development stage of its business of developing
online and network security management software and online and network
security consulting services. The Company owns a website through which
it intends to market its services and sell products.

The Company is in the development stage and will continue to be in the
development stage until the Company generates significant revenue
from its business operations. To date, the Company has not
generated any revenues. At October 31, 2004, the Company has nominal cash
on hand and will be dependent upon raising capital through the sale of its
common stock to maintain its existence and finance operating losses for
the foreseeable future. Management intends to offer for sale additional
common stock, however, there is no assurance that it will be successful
in raising funds necessary to maintain operations, or that a self-supporting
level of operations will ever be achieved. The likely outcome of these
future events is indeterminable. In a development stage company, management
devotes most of its activities to developing a market for its business.
The ability of the Company to emerge from the development stage with
respect to its planned principal business activity is dependent upon its
ability to secure market acceptance of its business plan and to generate
significant revenue. There is no guarantee that the Company will be able
to complete any of the above objectives and attain profitability. These
factors raise substantial doubt regarding the Company's ability to continue
as a going concern. The financial statements do not include any adjustments
to reflect the possible future effect on the recoverability and classification
of the assets or the amounts and classification of liabilities that may
result from the outcome of this uncertainty.

					-5-

On October 8, 2004, the Securities and Exchange Commission issued an order
declaring the Company's SB-2 Registration Statement effective pursuant to
section 8(a) of the Securities Act of 1933, as amended. Thereafter, the
Company commenced offering its stock for sale to the public at a price of
$0.10 per share with a no minimum, 2,000,000 maximum shares to be sold and
issued. As of the date of filing this 10-QSB, the Company's offering remains
open.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the
financial statements and the related notes thereto included elsewhere
in this quarterly report for the period ended October 31, 2004. This
quarterly report contains certain forward-looking statements and the
Company's future operating results could differ materially from those
discussed herein. Certain statements contained in this Report, including,
without limitation, statements containing the words "believes", "anticipates,"
"expects" and the like, constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Given these uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to
update any such factors or to announce publicly the results of any
revisions of the forward-looking statements contained or incorporated by
reference herein to reflect future events or developments.

We are a start-up stage corporation and have not commenced operations
nor generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our
auditors believe that there is substantial doubt as to whether we can
continue as an on-going business for the next twelve months unless we
obtain additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until after we
complete our offering and thereafter complete publication and distribtuon
of our marketing material and attract customers. Consequently, we will
need to raise cash from sources other than operations. Our only other
source of cash at this time is investments by others in our company.
We must raise cash to implement our business plan and commence operations.

Even if we raise the maximum amount of money in our offering, we are not
certain as to how long the money will satisfy our needs. However, we do
believe that funds raised will last for at least 10 to 12 months. Except
for commencing with development of our website, we do not expect to begin
operations until after we have completed our offering. We believe that we
will be able to raise enough money through our offering to commence
operations but we cannot guarantee that, once operations commence, we will
remain in business. Should our cash requirements exceed our net proceeds and
our revenues, if any, then we will have to raise additional funds in order
to continue operations 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. Presently,we have not made any arrangements to raise
additional cash, other than through our initial offering.

					-6-

If we need additional cash and cannot raise it then we will either have
to suspend operations until we do raise the cash or cease operations
entirely. If we raise the maximum amount of funds through our offering,
then we believe that the funds will allow us to operate for approximately
10 to 12 months. If we need additional funds, then we will need to find
alternative sources, such as a second public offering, a private placement
of securities, or loans from our officers or others in order for us to
maintain our operations. Other than as described in this paragraph, we
have no other financing plans.

Plan of Operation

The following plan of operation should be read in conjunction with our
unaudited consolidated financial statements and the notes thereto.

Assuming we raise the maximum amount in our initial public offering
(i.e., $200,000), then we believe that we can satisfy our cash
requirements during the next 10 to 12 months. We anticipate conducting
software product research and/or development during the next 10 to 12
months. We do not expect to purchase or sell plant or significant
equipment. We do not expect significant changes in the number of
employees. Upon completion of our public offering, our specific goals
are to develop online and network security management software, sell this
software, and provide online and network security consulting services.

We intend to accomplish the foregoing through the following milestones:

1. Complete our public offering. We believe that we will raise sufficient
capital necessary to commence operations.  We believe that this could
take up to 180 days from October 8, 2004, the date that the Securities and
Exchange Commission declared our registration statement effective. We
will not begin operations until after we have closed this offering although
we expect to commence development of our website.  We intend to give full
effort in raising the maximum amount in our initial public offering.

2. After completing our offering, we expect to complete development of our
website and complete publication and distribution of marketing material
within 90 days.

3. Our business strategy encompasses 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 customers 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
customers 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 filing this 10-QSB, we have not developed any software
products nor have we commenced with provision of consulting services.

					-7-

4. 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.

5. 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.

6.  As of the date of this 10-QSB, 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.

If we are not able to attract customers to utilize our services
and, consequently, do not generate revenue, then we will have to
suspend or cease operations.

If we cannot generate sufficient revenues to continue operations,
then we will suspend or cease operations. If we cease operations, then
we do not know what we will do and we do not have any plans to do
anything else.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to
base an evaluation of our performance.  We are a development stage
corporation and have not generated any revenues. We cannot guarantee that
we will be successful in our business operations. Our business is subject
to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns due to
price and cost increases in services and products. To become profitable
and competitive, we have to attract sufficient volume of customers willing
to pay for our services and purchase on board food.

From Inception on March 18, 2004 to October 31, 2004

During the period that we incorporated the company and hired an
attorney and auditor for the purpose of preparing our Registration Statement,
and we developed a business plan. We have registered the domain name
www.cygnisystems.com but have not yet completed development of this website.

					-8-


Our loss since the date of inception to October 31, 2004, is $2,969 and our
liabilities are $2,907 (i.e., accounts payable owing to one of our directors
for funds loaned to the Company). These sums have been applied primarily to
company registration, audit fees and general administrative costs. We have not
started our proposed business operations and do not expect to do so until
after we have completed our offering. We expect to begin operations shortly
after completion of our offering.

Since inception, we have issued 4,000,000 shares of common stock to our two
officers and directors for a total of $400.

Liquidity and Capital resources

As of the date of this report, we have yet to generate any revenues from
our business operations.

As of October 31, 2004, our total assets were $338 in cash and our total
liabilities were $2,907, all of which is owed to Kim Friesen, our
president, chief financial officer, principal accounting officer, and a
member of the board of directors, for loans made directly to the Company
to pay the cost of company registration, accounting fees, filing fees,
courier fees, and registering our domain name.

Item 3.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's
Securities Exchange Act of 1934 reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Our management carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based
upon the foregoing, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this
Quarterly Report on Form 10-QSB for the quarter ended October 31, 2004.

There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any significant
deficiencies or material weaknesses of internal controls that would
require corrective action.

Part II.  OTHER INFORMATION

Item 2.  Changes in Securities.

We issued 4,000,000 shares of common stock, at an offering price of
$.0001 through a Section 4(2) offering on March 18, 2004. 2,000,000
shares were issued to Kim Friesen and 2,000,000 shares were issued
to Andrea Meakin, our officers and directors.  These 4,000,000 shares
were issued as restricted stock. This was accounted for as a sale of
common stock.

Our SB-2 Registration Statement was declared effective on October 8,
2004, (Commission file no. 333-116045).

					-9-

Subsequent to October 8, 2004, the Company commenced offering its stock
for sale to the public at a price of $0.10 per share with a no minimum,
2,000,000 maximum shares to be sold and issued. The Companys offering
remains open as of the date of filing this 10-QSB.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter for which this
report is filed.

(b) Exhibits

31.1 - Certification of Principal Executive Officer and Principal
Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32 - Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

					-10-

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized


      CYGNI SYSTEMS CORPORATION
      (Registrant)





Date:  December 15, 2004       By:  /s/ Kim Friesen
                                        Kim Friesen
                                        President, Chief Executive Officer,
                                        Chief Financial Officer, Principal
                                        Accounting Officer, and a member of
                                        the Board of Directors



 					-11-