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

                              Form 10-KSB/A-1

(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, 2005

     [ ]  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]

<PAGE>

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   [X]

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 (401,000 shares) as of March 23, 2006, 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, 2006, there
were 500,001 shares of the Registrant's Common Stock outstanding.

Documents Incorporated by Reference:  None


                               EXPLANATORY NOTE

     This annual report on Form 10-KSB/A ("Form 10-KSB/A") is being filed to
amend Item 8A of Part II in the Company's annual report on Form 10-KSB for
the year ended December 31, 2005, which was filed with the Securities and
Exchange Commission on April 17, 2006, ("Original Form 10-KSB").
Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of
1934, as amended, the Form 10-KSB/A contains the complete text of Item 8A, as
amended, as well as certain currently dated certifications.  Item 8A has been
revised to conform to Items 307(b) of Regulation S-B.

     Events have taken place that would have been reflected in the Original
Form 10-KSB 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 April 17, 2006.

                                      2
<PAGE>

                              TABLE OF CONTENTS

PART II                                                                     4

  ITEM 8A.  CONTROLS AND PROCEDURES                                         4

PART III                                                                    4

  ITEM 13.  EXHIBITS                                                        4

SIGNATURES                                                                  5


                                      3
<PAGE>

                                   PART II
                      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) 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.

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 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.

                                  PART III
                             ITEM 13.  EXHIBITS

     The following exhibits are included as part of this report:
<TABLE>
<CAPTION>
                                                  Incorporated by Reference
                                              ----------------------------------
Exhibit Exhibit                               Filing                                Filed
Number  Description                           Form    File No.   Exhibit   Date     Herewith
------- -----------                           ------  --------   -------  ------    --------
<S>     <C>                                   <C>     <C>         <C>     <C>         <C>
3.1     Articles of Incorporation             10-SB   000-31165    3.1    July 26,
        filed November 17, 1999                                             2000
3.2     Current Bylaws                        10-SB   000-31165    3.2    July 26,
                                                                            2000
4.1     Form of Common Stock Certificate      10-SB   000-31165    4.1    July 26,
                                                                            2000
10.1    Promissory Note dated February 4,     10-KSB  000-31165   10.1    April 1,
        2002, to Rigel Funds Management, Ltd.                               2002
10.2    Promissory Note dated November 15,    10-KSB  000-31165   10.2    April 1,
        2001, to Cygni Capital LLC                                          2002
10.3    Promissory Note dated June 14,        10-KSB  000-31165   10.3    March 31,
        2002, to Rigel Funds Management                                     2003
10.4    Promissory Note dated December 31,    10-KSB  000-31165   10.4    March 31,
        2002, to Cygni Capital LLC                                          2003
10.5    Promissory Note dated December 31,    10-KSB  000-31165   10.5    March 31,
        2003, to Procyon Corporation                                        2004
10.6    Promissory Note dated December 31,    10-QSB  000-31165   10.6    August 16,
        2003, to Cygni Capital LLC                                          2004
10.7    Promissory Note dated March 31,       10-QSB  000-31165   10.7    August 16,
        2004, to Cygni Capital LLC                                          2004
10.8    Promissory Note dated June 30,        10-QSB  000-31165   10.8    August 16,
        2004, to Cygni Capital LLC                                          2004
10.9    Promissory Note dated December 31,    10-KSB  000-31165   10.9    March 31,
        2004, to Cygni Capital LLC                                          2005
31.1    Rule 13a-14(a) Certification by                                                X
        Principal Executive Officer
31.2    Rule 13a-14(a) Certification by                                                X
        Principal Financial Officer
32.1    Section 1350 Certification of                                                  X
        Principal Executive Officer and
        Principal Financial Officer
</TABLE>

                                      4
<PAGE>

                                  SIGNATURES

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

                                             Cygni Investments, Inc.

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

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


Date:  May 30, 2006                          /s/ Carl Suter
                                             Carl Suter, Sole Director



                                      5