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

                                Form 10-KSB

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

     For the fiscal year ended December 31, 2004

     [ ]  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

170 NEWPORT CENTER DRIVE, SUITE 220, NEWPORT BEACH, CA           92660
(Address of principal executive offices)                         (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
Par Value $.001

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 filing requirements for the past 90 days.
(1) Yes [X] No [ ]   (2) Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

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State issuer's revenues for its most recent fiscal year:  $ -0-

The aggregate market value of the voting stock held by non-affiliates of
the registrant (801,000 shares) as of March 23, 2005, was $801, computed by
reference to the price at which the stock was originally sold by the
registrant.  The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by using the closing sale price
has been indeterminable within the past 60 days since there was no public
market for the stock during that period.

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date:  At March 23, 2005, there
were 500,001 shares of the Registrant's Common Stock outstanding.

Documents Incorporated by Reference:  None


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                             TABLE OF CONTENTS

PART I                                                                     4

 ITEM 1.  DESCRIPTION OF BUSINESS                                          4
 ITEM 2.  DESCRIPTION OF PROPERTY                                          7
 ITEM 3.  LEGAL PROCEEDINGS                                                7
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS            7

PART II                                                                    7

 ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         7
 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        8
 ITEM 7.  FINANCIAL STATEMENTS                                            10
 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                          10
 ITEM 8A. CONTROLS AND PROCEDURES                                         10
 ITEM 8B. OTHER INFORMATION                                               11

PART III                                                                  11

 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT               11
 ITEM 10. EXECUTIVE COMPENSATION                                          12
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS                                 13
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  14
 ITEM 13. EXHIBITS                                                        15
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                          16

SIGNATURES                                                                17



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                                  PART I

                     ITEM 1.  DESCRIPTION OF BUSINESS

History and Organization

     Cygni Investments, Inc. (the "Company") was incorporated under the
laws of the State of Nevada on November 17, 1999.  The Company has
conducted no activities since its inception except in connection with the
filing of a registration statement on Form 10-SB on July 26, 2000.  The
registration statement became effective on September 24, 2000.

Proposed Business

     The Company is seeking potential business acquisitions or
opportunities to enter into in an effort to commence business operations.
The Company does not propose to restrict its search for a business
opportunity to any particular industry or geographical area and may,
therefore, engage in essentially any business in any industry.  The Company
has unrestricted discretion in seeking and participating in a business
opportunity.

     The Company's Board of Directors, which consists of a single
individual, Carl T. Suter, shall make the initial determination whether to
complete any such venture; it is unlikely the Board of Directors will
submit final approval of any proposed transaction to the shareholders,
unless required by state corporate law.  In connection with such approval
by the shareholders, the Company would provide disclosure documentation to
its shareholders as required under Section 14 of the Securities Exchange
Act of 1934, and the rules and regulations promulgated thereunder.

     The selection of a business opportunity in which to participate is
complex and risky.  Additionally, as the Company has only limited resources
available to it, it may be difficult to find good opportunities.  There can
be no assurance that the Company will be able to identify and acquire any
business opportunity based on management's business judgment.

     The Company has begun negotiations with potential business ventures,
but has not entered into any definitive agreement or arrangement.
Management decided to file its Registration Statement on a voluntary basis
before seeking a business venture.  Management believes that being a
reporting company may increase the likelihood that existing business
ventures may be willing to negotiate with the Company.  The Company also
intends to seek quotation of its Common Stock on the Pink Sheets or the OTC
Bulletin Board.  In order to have stock quoted on the OTC Bulletin Board, a
company must be subject to the reporting requirements of the 1934 Act,
either by virtue of filing a registration statement on Form 10 or Form
10-SB, or by filing a registration statement under the 1933 Act.  The
Company anticipates that it would voluntarily file periodic reports with
the Securities and Exchange Commission, in the event its obligation to file
such reports is terminated under the Securities Exchange Act of 1934, if
the Common Stock of the Company were quoted on the OTC Bulletin Board.

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<PAGE>

     In connection with the application for quotation of the Company's
Common Stock on the Pink Sheets or the OTC Bulletin Board, management
intends to seek a broker-dealer to become the initial market maker for the
Company's Common Stock and to submit the application to the Pink Sheets or
the OTC Bulletin Board.  There have been no preliminary discussions or
understandings between the Company, or anyone acting on its behalf, and any
market maker regarding such application or the participation of any such
market maker in the future trading market for the Company's Common Stock.
Management intends to contact broker-dealers who make markets in Pink Sheet
or Bulletin Board companies until one agrees to make the application.
There is no assurance that the Company will be successful in locating such
a broker-dealer, or that the application, if submitted, would be approved.
The Company does not intend to use outside consultants to obtain market
makers.  In addition, the Company does not intend to use any of its
shareholders to obtain market makers.

     Management intends to consider a number of factors prior to
making any final decision as to whether to participate in any specific
business endeavor, none of which may be determinative or provide any
assurance of success.  These may include, but will not be limited to, an
analysis of the quality of the entity's management personnel; the
anticipated acceptability of any new products or marketing concepts; the
merit of technological changes; its present financial condition, projected
growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects;
the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.

     Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in
a research and development stage, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the abilities
of its management or its business objectives.  Also, a firm market for its
products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.

     Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis
or verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular
business opportunity; however, due to time constraints of management, these
activities may be limited.

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<PAGE>

     The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of its director, executive officers and
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community, attorneys, and
others who may present unsolicited proposals.  In certain cases, the
Company may agree to pay a finder's fee or to otherwise compensate the
persons who submit a potential business endeavor in which the Company
eventually participates.  Such persons may include the Company's director,
executive officers, beneficial owners or their affiliates.  In this event,
such fees may become a factor in negotiations regarding a potential
acquisition and, accordingly, may present a conflict of interest for such
individuals.

     The Company's director and executive officers have not used any
particular consultants, advisors or finders on a regular basis to locate
potential business opportunities.

     The possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, director,
beneficial owners or their affiliates may have an ownership interest.
Current Company policy does not prohibit such transactions.  Because no
such transaction is currently contemplated, it is impossible to estimate
the potential pecuniary benefits to these persons.

     Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the
Company.  Because the Company currently has extremely limited resources,
and is unlikely to have any significant resources until it has completed a
merger or acquisition, management expects that any such compensation would
take the form of an issuance of the Company's stock to these persons; this
would have the effect of further diluting the holdings of the Company's
other stockholders.  However, due to the minimal amount of time devoted to
management by any person other than the Company's current sole director and
executive officers, there are no preliminary agreements or understandings
with respect to management compensation.  Although it is not prohibited by
statute or its Articles of Incorporation, the Company has no plans to
borrow funds and use the proceeds to make payment to its management,
promoters or affiliates.

     Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers,
ranging from a small amount to as much as $250,000.  These fees are usually
divided among promoters or founders, after deduction of legal, accounting
and other related expenses, and it is not unusual for a portion of these
fees to be paid to members of management or to principal stockholders as
consideration for their agreement to retire a portion of the shares of
Common Stock owned by them.  However, management does not presently
anticipate actively negotiating or otherwise consenting to the purchase of
all or any portion of its Common Stock as a condition to, or in connection
with, a proposed merger or acquisition.  In the event that such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

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<PAGE>

     The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no
specific business and may acquire or participate in a business opportunity
based on the decision of management.  The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.

     The Company has had no employees since its inception and does not
intend to employ anyone in the future, unless its present business
operations were to change.  The Company is not paying salaries or other
forms of compensation to its present officers and director for their time
and effort.  Unless otherwise agreed to by the Company, the Company does
intend to reimburse its officers and director for out-of-pocket expenses.

                     ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's administrative offices are located at 170 Newport Center
Drive, Suite 220, Newport Beach, California, which are the offices of Carl
Suter, the president and sole director of the Company.  The office space is
furnished at no cost to the Company by Mr. Suter and may be shared by other
unrelated companies.

                        ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

      ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2004.

                                  PART II

                   ITEM 5.  MARKET FOR COMMON EQUITY AND
                        RELATED STOCKHOLDER MATTERS

     There is no established trading market for the Common Stock of the
Company.

     None of the common shares are subject to outstanding options or
warrants, nor are there any other outstanding securities convertible into
shares of Common Stock.  Of the 1,000,000 outstanding common shares, all
have been held for at least one year.  The Company is aware that the staff
of the Securities and Exchange Commission has taken the position that Rule
144 would not be available for shares issued at a time during which an
issuer was a blank check issuer and that these shares could only be resold
through a registered offering.  Management has determined that if such
position were to apply to the shares issued in the organization of the
Company, it would agree to register, at no cost to the selling
shareholders, the resale of such shares for these parties.  The Company has
expressly granted piggy-back registration rights to register 49,500

                                     7
<PAGE>

shares issued to counsel for the Company.  The Company has not proposed to
publicly offer any shares of Common Stock.

     At March 23, 2005, the Company had 20 shareholders of record.  The Company
has appointed Interwest Transfer Company, Inc., 1981 East 4800 South, Suite
100, Salt Lake City, UT 84117, to act as its transfer agent.

     Since its inception, the Company has not paid any dividends on its
Common Stock and the Company does not anticipate that it will pay dividends
in the foreseeable future.

     The Company has not adopted any equity compensation plans.

     During the year ended December 31, 2004, no securities were sold by
the Company.

     There were no purchases made during the fourth quarter ended December 31,
2004, by or on behalf of the Company or any affiliated purchaser of shares
or other units of any class of the Company's common stock.

    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company has not commenced development of any business.  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 in cash and
$2,285 in services as capital contributions for stock of the Company.

     Rigel Funds Management, Ltd., an entity of which Eric C. Bronk, a
shareholder of the Company, is a director, loaned $15,330 to the Company at
its inception for operating expenses.  Rigel has loaned an additional
$2,924 to the Company for operating expenses.

     Cygni Capital LLC, a limited liability company of which Mr. Bronk is the
managing member and president, has loaned a total of $9,374 to the Company
for operating expenses.

     Procyon Corporation, a corporation of which Jason Daggett, a
shareholder, is the president, has loaned $4,283 to the Company for
operating expenses.

     Each of these loans is evidenced by one or more promissory notes which
are due and payable upon demand and have interest rates of 10%.  The
accumulated interest to December 31,

                                     8
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2004, is $9,591.  If the company is unable to find a suitable business by
the time the notes are called due, it is anticipated that the Company would
try to renegotiate the term of the note.  See "Item 12.  Certain
Relationships and Related Transactions."

     Management estimates that the cash requirements for the year ending
December 31, 2005, will be approximately $10,000, if no change in
operations occurs during the year.  These funds will be used to prepare and
file the periodic reports required under the Exchange Act.  Management
anticipates that the needed funds will be loaned to the Company on the same
or similar terms as those of other loans to the Company.  There is no
agreement with any of the related parties already loaning money to the
Company and no assurance that all or a portion of these funds will be
loaned to the Company.  If these companies are unwilling or unable to loan
such funds to the Company, management will seek other sources of funding
which are currently unknown to management.  There is no assurance that such
funding would be available, or that if it is made available, it could be
obtained on terms favorable to the Company.

     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 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.

Off-Balance Sheet Arrangements

     There are currently no off-balance sheet arrangements.  Until the
Company is able to locate a potential business for acquisition or business
prospect to merge with, there will likely not be any arrangements.

                                     9
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Subsequent Event

     On March 21, 2005, a reverse split of the outstanding shares of Common
Stock of the Company at the rate of one for two (1:2) became effective.  As
a result of the reverse stock spilt, there are currently 500,001 shares
outstanding.  The respective relative voting rights and other rights that
accompany the common stock were not altered by the reverse stock split, and
the common stock continues to have a par value of $0.001 per share.  The
number of authorized shares of common stock remains at 100,000,000.

                       ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company required by this item are set
forth immediately following the signature page of this annual report.

          ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE

     A Form 8-K dated February 10, 2004, was filed on February 24, 2004,
reporting the merger of our auditor Bierwolf, Nilson & Associates into
Chisholm, Bierwolf & Nilson, LLC.  Bierwolf, Nilson & Associates had
audited our financials statements for the two fiscal years ended December 31,
2002 and 2001.  There were no disagreements with Bierwolf, Nilson &
Associates on any matter regarding accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the
past two fiscal years or any subsequent interim period preceding the date
of change.

                     ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     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) designed to ensure that material information required to be disclosed
by us in such reports is accumulated, organized and communicated to the
management, including the principal executive officer and principal
financial officer, as appropriated, to allow timely decisions regarding
required disclosure.

Internal Control Over Financial Reporting

     There were no changes in the Company's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the most recent quarter

                                    10
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that has materially affected, or is 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 the
Company's controls will succeed in achieving their stated goals under all
potential future conditions.

                        ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.

                                 PART III

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table sets forth as of March 23, 2005, the name, age,
and position of the executive officers and sole director of the Company and
the term of office of such director:

          Name           Age  Position(s)                   Director Since

          Carl Suter     70   Director, President &         November 1999
                              Treasurer
          Lynn Carlson   50   Vice-President & Secretary    --

     Directors are elected for a term of one year and until their
successors are elected and qualified.  Annual meetings of the stockholders,
for the selection of directors to succeed those whose terms expire, are to
be held at such time each year as designated by the Board of Directors.  The
Board of Directors has not selected a date for the next annual meeting of
shareholders.  Officers of the Company are elected by the Board of
Directors, which is required to consider that subject at its first meeting
after every annual meeting of stockholders.  Each officer holds his office
until his successor is elected and qualified or until his earlier
resignation or removal.

     Set forth below is certain biographical information regarding the
Company's current executive officers and sole director:

     CARL T. SUTER has been the president and treasurer of the Company
since its inception in November 1999.  He has been President and Chairman
of Continental American Resources, Inc., a Nevada based investment banking
firm, since 1980.  Over the past twenty years Mr. Suter has provided
management assistance and arranged financing for companies in a variety of
industries, including solar energy, oil and gas, mining, direct marketing,
mail order, consumer products, telecommunications, Internet commerce, and
Internet telephony.  He has maintained a

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<PAGE>

business relationship and stock ownership interest in a number of these
companies.  Mr. Suter received a Bachelor of Science degree in Industrial
Engineering from Arizona State University in 1961.

     LYNN CARLSON has been the secretary and vice-president of the Company
since its inception in November 1999.  She has worked for Cygni Capital LLC,
a financial consulting firm, since November 1998 as an administrative
assistant and account executive.

     Management devotes only nominal time to the activities of the Company.
If the Company is able to locate a suitable new business venture, it is
anticipated that Mr. Suter will devote substantially all of his time to
completing the acquisition.

     There are no other employees who are expected to make a significant
contribution to the business and there are no intentions to employ anyone
until business operations change.

     There are no family relationships between any of the officers and the
director or persons nominated to become directors or executive officers.

     The entire board of directors of the Company is currently acting as
the audit committee.  There is no financial expert currently on the audit
committee as there is no current activity in the Company.

     There are no established procedures for security holders to recommend
nominees for the board of directors.

Other Public Shell Activities

     Mr. Suter has not been involved as a director or executive officer of
other companies that may be deemed to be "blank check" companies, and has
not been involved in any blank check public offerings.

Code of Ethics

     The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, because it has not commenced development of its business.

                     ITEM 10.  EXECUTIVE COMPENSATION

     There has been no compensation awarded to, earned by, or paid to any
of the executive officers of the Company during the years ended December 31,
2004, 2003 and 2002.

     The Company has no employment or compensation agreements or
arrangements with either of its officers.

                                    12
<PAGE>

     Directors are permitted to receive fixed fees and other compensation
for their services as directors, as determined by the Board of Directors.
The Board of Directors has not adopted any policy in regard to the payment
of fees or other compensation to directors, and no fees or compensation
have been paid to, or accrued by, the present director.

 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                      AND RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information furnished by
current management concerning the ownership of Common Stock of the Company
as of March 23, 2005, of (i) each person who is known to the Company to be
the beneficial owner of more than 5 percent of the Common Stock; (ii) all
directors and executive officers; and (iii) directors and executive
officers of the Company as a group:

                              Amount and Nature
Name and Address              of Beneficial
of Beneficial Owner           Ownership (1)            Percent of Class

Carl T. Suter                 39,750                   7.95%
4070 Cassia Lane
Yorba Linda, CA 92886

Lynn Carlson                  -0-                      -0-
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660

Executive Officers and        39,750                   7.95%
Directors as a Group
(2 Persons)

Eric Bronk                    59,750(2)                11.95%
3857 Birch St., #606
Newport Beach, CA 92660

Baldwin Investments Ltd.      49,750                   9.95%
99-101 Regent St.
First Floor
London W1R 7HB UK

Fleming Securities            49,750                   9.95%
Suites 1601-1603
Hollywood Rd.
Hong Kong

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<PAGE>

Starling Securities Ltd.      49,750                   9.95%
Suite 2 B
Mansion House
143 Main St.
Gibraltar

     (1) Unless otherwise indicated, this column reflects amounts as to
which the beneficial owner has sole voting power and sole investment power.
     (2) Of the shares beneficially owned by Mr. Bronk, 20,000 are owned
directly by Suter GC Trust, a trust for which Mr. Bronk is the trustee.
While Mr. Bronk disclaims any interest in these shares, he is deemed to
share beneficial ownership of such shares with this entity.

     The Company is seeking potential business acquisitions or
opportunities.  (See "Item 1.  Description of Business.")  It is likely
that such a transaction would result in a change of control of the Company,
by virtue of issuing a controlling number of shares in the transaction,
change of management, or otherwise.

     At December 31, 2004, the Company had no compensation plan under which
equity securities of the Company were authorized for issuance.

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On February 4, 2000, Rigel Funds Management, Ltd., a corporation of
which Mr. Bronk, a shareholder of the Company, is a director, loaned
$15,330 to the Company.  The promissory note bears 10% interest per annum
and was originally due on or before February 4, 2001.  The note has been
extended to be due and payable upon demand.  Rigel has loaned additional
funds to the Company in the amount of $2,305 on June 14, 2002, and in the
amount of $619 on June 1, 2003.  Both additional promissory notes bear 10%
interest and are due and payable upon demand.

     On December 31, 2002, the Company issued a promissory note in the
amount of $3,504 to Cygni Capital, LLC, a limited liability company of
which Eric Bronk, a shareholder of the Company, is the managing member and
president, for operating funds loaned throughout the previous year.  The
promissory note bears 10% interest per annum and is due and payable upon
demand.  Cygni has continued to forward additional operating funds to the
Company for which the following promissory notes have been issued:  $1,220
on December 31, 2003; $475 on March 31, 2004; $300 on June 30, 2004; and
$3,526 on December 31, 2004.  All of the notes bear 10% interest and are
due and payable upon demand

     On December 31, 2003, the Company issued a promissory note in the
amount of $4,283 to Procyon Corporation, a corporation of which Jason
Dagget, a shareholder of the Company, is President, for operating expenses.
The promissory note bears 10% interest per annum and is due and payable
upon demand.

                                    14
<PAGE>

Other Public Shell Activities

     Mr. Bronk, one of our founders, is involved as a director or executive
officer, or shareholder, of other companies that may be deemed to be "blank
check" companies, but has not been involved in any blank check public
offerings.  The following is a brief description of his involvement in
these other companies:

  *  Alnilam Corporation.  Mr. Bronk was a founder of this entity which was
     incorporated on May 10, 2000.  He beneficially owns 59,750 shares, or
     approximately 11.95%, of the outstanding stock of this entity.
     Alnilam has no current business operations and is seeking a business
     opportunity to commence operations.
  *  Mezzanine Investment Corporation.  Mr. Bronk was a founder of this
     entity which was incorporated on August 19, 1999.  He is the president
     and sole director of Mezzanine and beneficially owns 14,500 shares, or
     approximately 12.08%, of the outstanding stock of this entity.
     Mezzanine has no current business operations and is seeking a business
     opportunity to commence operations.

     The selection of a business opportunity for each of these entities,
including the Company, may create a conflict of interest in determining to
which of these entities to present the opportunity.

                            ITEM 13.  EXHIBITS

     The following exhibits are included as part of this report:

Exhibit
No.     Description of Exhibit                                         Location

3.1     Articles of Incorporation filed November 17, 1999                 (1)
3.2     Current Bylaws                                                    (1)
4.1     Form of Common Stock Certificate                                  (1)
10.1    Promissory Note dated February 4, 2002 to Rigel Funds
        Management, Ltd.                                                  (2)
10.2    Promissory Note dated November 15, 2001 to Cygni Capital LLC      (2)
10.3    Promissory Note dated June 14, 2002 to Rigel Funds
        Management,Ltd.                                                   (3)
10.4    Promissory Note dated December 31, 2002 to Cygni Capital LLC      (3)
10.5    Promissory Note dated December 31, 2003 to Procyon Corporation    (5)
10.6    Promissory Note dated December 31, 2003 to Cygni Capital LLC      (6)
10.7    Promissory Note dated March 31, 2004 to Cygni Capital LLC         (6)
10.8    Promissory Note dated June 30, 2004 to Cygni Capital LLC          (6)
10.9    Promissory Note dated December 31, 2004 to Cygni Capital LLC   Attached
16.1    Letter from Bierwolf, Nilson & Associates                         (4)
31.1    Certification of the Principal Executive Officer pursuant to
        Rule 13(a)-14                                                  Attached
31.2    Certification of the Principal Financial Officer pursuant to
        Rule 13(a)-14                                                  Attached

                                    15
<PAGE>

32       Certification of the Principal Executive and Financial
         Officer pursuant to Section 1350                              Attached

     (1)  Incorporated by reference from the Company's registration
statement on Form 10-SB filed with the Securities and Exchange Commission
on July 26, 2000, File No. 000-31165.
     (2)  Incorporated by reference from the Company's annual report on
Form 10 KSB for the year ended December 31, 2001, filed with the Securities
and Exchange Commission on April 1, 2002, File No. 000-31165.
     (3)  Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2002, filed with the Securities
and Exchange Commission on March 31, 2003, File No. 000-31165.
     (4)  Incorporated by reference from the Company's current report on
Form 8-K dated February 10, 2004, filed with the Securities and Exchange
Commission on February 24, 2004, File No. 000-31165.
     (5)  Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2003, filed with the Securities
and Exchange Commission on March 31, 2004, File No. 000-31165.
     (6)  Incorporated by reference from the Company's quarterly report on
Form 10-QSB for the quarter ended June 30, 2004, filed with the Securities
and Exchange Commission on August 16, 2004, File No. 000-31165.

             ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for the audit of the Company's annual
financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for the fiscal years ended December 31, 2004 and 2003 were
$5,458 and $5,300, respectively.

Audit-Related Fees

     The aggregate fees billed for assurance and related services by the
Company's principal accountant that are reasonably related to the
performance of the audit or review of the financial statements, other than
those previously reported in this Item 14, for the fiscal years ended
December 31, 2004 and 2003 were $-0- and $-0-, respectively.

Tax Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for tax compliance, tax advice and tax
planning for the fiscal years ended December 31, 2004 and 2003 were $-0-
and $500, respectively.  These fees related to the preparation of federal
income and state franchise tax returns.

                                    16
<PAGE>

All Other Fees

     There were no other fees billed for products or services provided by
the principal accountant, other than those previously reported in this
Item 14, for the fiscal years ended December 31, 2004 and 2003.

Audit Committee

     The Company's Board of Directors functions as its audit committee.
All of the services described above in this Item 14 for the year ended
December 31, 2004, were approved by the Board of Directors.

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                        Cygni Investments, Inc.


Date:  March 30, 2005                   /s/ Carl Suter
                                        By:  Carl Suter, President and Treasurer
                                             (Chief Executive, Chief Financial
                                             & Principal Accounting Officer)

     In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities
and on the dates indicated.


Date:  March 30, 2005                   /s/ Carl Suter
                                        Carl Suter, Sole Director



                                    17
<PAGE>





                          Cygni Investments, Inc.
                       (A Development Stage Company)
                           Financial Statements
                             December 31, 2004
                                    and
                             December 31, 2003


<PAGE>



                       INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Cygni Investments, Inc.

We have audited the accompanying balance sheets of Cygni Investments,
Inc. (a Nevada Corporation) (a development stage company) as of
December 31, 2004 and 2003, and the related statements of operations,
stockholders' equity and comprehensive income, and cash flows for the
years then ended, and the period  November 17, 1999 (Inception) to
December 31, 2004.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express and
opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board ( United States).  Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatements.  The Company has determined that it is not required to
have, nor were we engaged to perform, and audit of its internal
control over financial reporting.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cygni
Investments, Inc. at December 31, 2004 and 2003, and the results of
its operations and cash flows for the periods then ended and the
period November 17, 1999 to December 31, 2004 in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Cygni Investments, Inc., will continue as a going concern.  As
discussed in Note 5 to the financial statements, Cygni Investments,
Inc., has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about the company's
ability to continue as a going concern.  Management's plans in regard
to these matters are also described in Note 5.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson,LLC
Bountiful, Utah
March 2, 2005

<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                              Balance Sheets

                                                  December     December
                                                  31, 2004     31, 2003
                                                 ----------   ----------
                                  Assets
Current Assets

  Cash                                           $     -      $     -
                                                  ---------    ---------
     Total Current Assets                        $     -      $     -
                                                  =========    =========

                   Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                               $   20,811   $   12,702
  Interest Payable                                    9,591        6,819
  Note Payable - Related Party                       31,563       21,640
                                                  ---------    ---------
     Total Current Liabilities                       61,965       41,161

Stockholders' Equity

  Common Stock 100,000,000 Shares Authorized
   at $.001 Par Value; 500,001 Shares Issued &
   Outstanding, Retroactively Restated                  500          500
  Additional Paid in Capital                          9,500        9,500
  Accumulated Deficit During Development Stage      (71,965)     (51,161)
                                                  ---------    ---------
     Total Stockholders' Equity (Deficit)           (61,965)     (41,161)
                                                  ---------    ---------
     Total Liabilities and Stockholders' Equity  $     -      $     -
                                                  =========    =========

              See accompanying notes to financial statements.
                                    F-2
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                         Statements of Operations
<TABLE>
<CAPTION>
                                                                        From
                                                                     (Inception)
                                                                      November
                                                                     17, 1999 to
                                            December,    December     December
                                            31, 2004     31, 2003     31, 2004
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>
Revenue                                    $     -      $     -      $     -
                                            ---------    ---------    ---------
Expenses

  General & Administrative                     17,913        9,016       62,127
                                            ---------    ---------    ---------
     Total Expenses                            17,913        9,016       62,127
                                            ---------    ---------    ---------
     Income (Loss) From Operations            (17,913)      (9,016)     (62,127)

Other Income (Expenses)

  Interest Expense                             (2,891)      (2,292)      (9,838)
                                            ---------    ---------    ---------
     Total Other Income (Expenses)             (2,891)      (2,292)      (9,838)
                                            ---------    ---------    ---------
     Income (Loss) Before Taxes               (20,804)     (11,308)     (71,965)

     Taxes                                       -            -            -
                                            ---------    ---------    ---------
     Net (Loss)                            $  (20,804)  $  (11,308)  $  (71,965)
                                            =========    =========    =========

     Loss Per Common Share                 $    (.04)   $    (.02)

     Weighted Average Outstanding Shares      500,001      500,001
</TABLE>

              See accompanying notes to financial statements.
                                    F-3
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                    Statements of Stockholders' Equity
       From November 17, 1999 (Inception) through December 31, 2004
<TABLE>
<CAPTION>
                                                                      Accumulated
                                                                       Deficit
                                                         Additional   During the
                                    Common Stock          Paid In     Development
                                 Shares       Amount      Capital       Stage
                               ----------   ----------   ----------   ----------

                             <C>         <C>          <C>          <C>
Balance, November 17, 1999           -      $     -      $     -      $     -

Net Loss for the Period Ended
  December 31, 1999                  -            -            -            -
                                ---------    ---------    ---------    ---------
Balance, December 31, 1999           -            -            -            -

Shares Issued for Cash
  at $.01 per Share               385,750          386        7,329         -

Shares Issued for Services
  at $.01 Per Share               114,250          114        2,171         -

Rounding Adjustment                     1         -            -            -

Net Loss for the Year Ended
  December 31, 2000                  -            -            -         (18,996)
                                ---------    ---------    ---------    ---------
Balance, December 31, 2000        500,001          500        9,500      (18,996)

Net Loss for the Year Ended
  December 31, 2001                  -            -            -          (9,400)
                                ---------    ---------    ---------    ---------
Balance, December 31, 2001        500,001          500        9,500      (28,396)

Net Loss for the Year Ended
  December 31, 2002                  -            -            -         (11,457)
                                ---------    ---------    ---------    ---------
Balance, December 31, 2002        500,001          500        9,500      (39,853)

Net Loss for the Year Ended
  December 31, 2003                  -            -            -         (11,308)
                                ---------    ---------    ---------    ---------
Balance, December 31, 2003        500,001          500        9,500      (51,161)

Net Loss for the Year Ended
  December 31, 2004                  -            -            -         (20,804)
                                ---------    ---------    ---------    ---------
Balance, December 31, 2004        500,001   $      500   $    9,500   $  (71,965)
                                =========    =========    =========    =========
</TABLE>

              See accompanying notes to financial statements.
                                    F-4
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                         Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                          From
                                                                      (Inception) to
                                               December     December     December
                                               31, 2004     31, 2003     31, 2004
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
Cash Flows from Operating Activities

 Net Loss                                     $  (20,804)  $  (11,308)  $  (71,965)
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    Stock Issued for Services                       -            -           2,285
    Increase (Decrease) in Accounts Payable        8,109        9,143       24,337
    Increase (Decrease) in Interest Payable        2,772        2,165        9,591
                                               ---------    ---------    ---------
     Net Cash Provided by
     Operating Activities                         (9,923)        -         (35,752)

Cash Flows from Investing Activities                -            -            -
                                               ---------    ---------    ---------
     Net Cash Provided by
     Investing Activities                           -            -            -

Cash Flows from Financing Activities

  Issuance of Common Stock for Cash                 -            -           7,715
  Proceeds from Notes Payable                      9,923         -          28,037
                                               ---------    ---------    ---------
     Net Cash Provided by
     Financing Activities                          9,923         -          35,752
                                               ---------    ---------    ---------
     Net Increase (Decrease) In Cash                -            -            -

     Cash, Beginning of Period                      -            -            -
                                               ---------    ---------    ---------
     Cash, End of Period                      $     -      $     -      $     -
                                               =========    =========    =========

Supplemental Cash Flow Information

  Interest                                    $     -      $     -      $     -
  Income Taxes                                      -            -            -
</TABLE>

              See accompanying notes to financial statements.
                                    F-5
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 1 - CORPORATE HISTORY

Cygni Investments, Inc. (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.

The Company has yet to fully develop any material income from its
stated primary objective and it is classified as a development stage
company.  All income, expenses, cash flows and stock transactions are
reported since the beginning of development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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.

Use of Estimates - 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 3 -INCOME TAXES

The Company adopted Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes" in the fiscal year ended
December 31, 2000 and has applied the provisions of the statement to the
current year which resulted in no significant adjustment.

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 at December 31, 2004
and earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.

                                    F-6
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 3 - INCOME TAXES (continued)

The Company has cumulative net operating loss carryforwards of $71,965
at December 31, 2004.  No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood
of future tax benefit from such net operating loss carryforwards is
not presently determinable.  Accordingly, the potential tax benefits
of the net operating loss carryforwards, estimated based upon current
tax rates at December 31, 2004, have been offset by valuation reserves
in the same amount.  The net operating losses begin to expire in 2019.

The deferred tax asset and the valuation account is as follows at
December 31, 2004 and 2003:

                                         December 31,
                                        2004      2003
                                      --------  --------
     Deferred tax asset:
     Deferred noncurrent tax asset    $  7,073  $  3,845
     Valuation allowance                (7,073)   (3,845)
                                       -------   -------
       Total                              -         -
                                       =======   =======

NOTE 4 - NOTE PAYABLE RELATED PARTY

The Company has issued several promissory notes to various
corporations whose officers and/or directors are shareholders of the
Company.  The notes are unsecured, bear an interest rate of 10% per
annum and are due and payable on demand.  At December 31, 2004, the
accrued interest associated with the various notes was $9,591.
<TABLE>
                                                        December 31,  December 31,
The Company has the following note payable obligations:    2004          2003
                                                        ------------  ------------
<S>                                                      <C>           <C>
Related party notes payable due on demand,
  accruing interest at a rate of 10% per annum           $   31,563    $   21,640
                                                          ---------     ---------
     Totals                                              $   31,563    $   21,640
     Less Current Maturities                                (31,563)      (21,640)
                                                          ---------     ---------
     Total Long-Term Notes Payable                       $     -       $     -
                                                          =========     =========
</TABLE>

                                    F-7
<PAGE>

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 4 - NOTE PAYABLE RELATED PARTY (continued)

Following are maturities of long-term debt for each of the next five
years:
                                                Year      Amount
                                             ----------  --------
                                                2005     $ 31,563
                                                2006         -
                                                2007         -
                                                2008         -
                                                2009         -
                                             Thereafter      -
                                                          -------
                                                Total    $ 31,563
                                                          =======

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business.  Currently, the Company has no cash
or other material assets, nor does it have an established source of
revenues sufficient to cover any anticipated operating costs to allow
it to continue as a going concern.  It is the intent of the Company to
find additional capital funding and/or a profitable business venture
to acquire or merge.

NOTE 6 - SUBSEQUENT EVENT

Effective March 20, 2005, the Board of Directors has approved a
resolution to effect a one-for-two reverse split of the Company's
issued and outstanding shares of common stock.  Each share of common
stock issued and outstanding immediately prior to the effective date
will be reclassified as and changed into one-half of one share of
common stock.

These financial statements have been retroactively restated to reflect
the stock split at December 31, 2004.

The common stock issued pursuant to the Reverse Stock Split will be
fully paid and non-assessable.  The respective relative voting rights
and other rights that accompany the common stock will not be altered
by the Reverse Stock Split, and the common stock will continue to have
a par value of $0.001 per share.  Consummation of the Reverse Stock
Split will not alter the number of our authorized shares of common
stock, which will remain at 100,000,000.


                                    F-8