UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                              Form 10-QSB/A-1

(Mark One)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

     For the quarter ended March 31, 2006

     [ ]  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: 000-31165

                          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

3857 BIRCH STREET, #606, NEWPORT BEACH, CA                              92660
(Address of principal executive offices)                           (Zip Code)

Issuer's telephone number, including area code:  (949) 644 0095

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 [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   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:  At May 12, 2006, there were
500,001 shares of the Registrant's Common Stock outstanding.

<PAGE>

                               EXPLANATORY NOTE

     This quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being filed
to amend Item 3 of Part I in the Company's quarterly report on Form 10-QSB
for the quarter ended March 31, 2006, which was filed with the Securities and
Exchange Commission on May 15, 2006, ("Original Form 10-QSB").  Accordingly,
pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as
amended, the Form 10-QSB/A contains the complete text of Item 3, as amended,
as well as certain currently dated certifications.  Item 3 has been revised
to conform to Item 307(b) of Regulation S-B.

     Events have taken place that would have been reflected in the Original
Form 10-QSB if they had taken place prior to the date of the original filing.
The Company recommends this report be read in conjunction with the Company's
reports filed subsequent to May 15, 2006.


                                    PART I
                       ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure and controls and procedure

     The principal executive officer and principal financial officer, Carl
Suter, has concluded, based on his evaluation, as of the end of the period
covered by this report, that the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) are (1) effective to
ensure that material information required to be disclosed by us in reports
filed or submitted by us under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the  rules and
forms of the Securities and Exchange Commission, and (2) effective to ensure
that information required to be disclosed by us in such reports filed or
submitted by the Company under the Exchange Act is accumulated and
communicated to management of the Company, including the principal executive
officer, to allow timely decisions regarding required disclosure.

Changes in internal controls

     During the last quarter ended March 31, 2006, there were no changes in
the Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.

     It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that the
objectives of the system will be met.  In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of
future events.  Because of these and other inherent limitations of control
systems, there is only reasonable assurance that our controls will succeed in
achieving their stated goals under all potential future conditions.

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<PAGE>

                                  PART II
                             OTHER INFORMATION

                             ITEM 6.  EXHIBITS

Exhibits.

     31.1 Rule 13a-14(a) Certification by Principal Executive Officer
     31.2 Rule 13a-14(a) Certification by Principal Financial Officer
     32   Section 1350 Certification of Principal Executive Officer and
          Principal Financial Officer

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                        Cygni Investments, Inc.

Date:  May 30, 2006                     By: /s/ Carl Suter
                                        Carl Suter, President and Treasurer
                                        (Principal Executive Officer and
                                        Principal Financial and Accounting
                                        Officer)


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