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, 2002
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ________ to __________

                      Commission File Number: 0-31165

                          CYGNI INVESTMENTS, INC.
             (Exact name of Registrant as specified in charter)

     NEVADA                                                 88-0442584
State or other jurisdiction of                     I.R.S. Employer I.D. No.
incorporation or organization

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]

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

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days:  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 as there
has been no market for the stock.

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date:  At March 14, 2003, there
were 1,000,000 shares of the Registrant's Common stock outstanding.
Documents Incorporated by Reference:  Exhibits from the Registrant's
registration statement on Form 10-SB (File No. 0-31165) are incorporated by
reference into Part III hereof.

                                   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; however, the Board of Directors may submit final approval of
any proposed transaction to the shareholders.  In connection with such
approval by the shareholders, the Company intends to 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.

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.

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.

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, subject to the approval of the
Company's shareholders.  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.
Status as a Pseudo California Corporation.

Section 2115 of the California General Corporation Law subjects certain
foreign corporations doing business in California to various substantive
provisions of the California

General Corporation Law in the event that the average of its property,
payroll and sales is more than 50% in California and more than one-half of
its outstanding voting securities are held of record by persons residing in
the State of California.  Notwithstanding the fact that the Company
currently has no property, payroll, or sales, it may still be considered a
pseudo California corporation, even though it was incorporated under the
laws of the State of Nevada.  The designation as a pseudo California
corporation would continue until the end of the first year following a year
in which we did not meet the test.

Some of the substantive provisions applicable to a pseudo California
corporation include laws relating to the annual election of directors; the
removal of directors without cause; the removal of directors by court
proceedings; the filling of director vacancies where less than a majority
in office were elected by shareholders; directors' standard of care; the
liability of directors for unlawful distributions; indemnification of
directors, officers and others; limitations on corporate distributions; the
liability of shareholders who receive unlawful distributions; annual
shareholders' meetings and remedies if such meetings are not timely held;
supermajority vote requirements; limitations on the sale of assets;
limitations on mergers; board and shareholder approvals required in
reorganizations; dissenters' rights; records and reports; special
jurisdiction of the state attorney general if certain shareholder
protective provisions are not being complied with; and shareholders' and
directors' rights of inspection.  Section 2115 would also subject the
Company to Section 708 of the California General Corporation Law which
mandates that shareholders have the right of cumulative voting at the
election of directors.

                      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 SECURITY HOLDERS

No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended December 31, 2002.

                                  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.  Although all of the 1,000,000 outstanding common shares have
met the one year holding requirement of Rule 144 under the Securities Act,
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 shares issued to counsel for the Company.  The Company
has not proposed to publicly offer any shares of common stock.

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.

At March 14, 2003, 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.

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

The Company is a development stage company.  Since its inception, the
Company has had no operations.  The Company was organized for the purpose
of engaging in any lawful activity permitted under Nevada state law;
however, the Company does not have any significant cash or other material
assets, nor does it have an established source of revenues sufficient to
cover operating costs and to allow it to continue as a going concern.  The
Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity.  The board of directors
will make the final approval in determining whether to complete any
acquisition, but will submit the proposal to the shareholders for final
approval.

The original shareholders contributed a total of $7,715 in cash and $2,285
in services as capital contributions for stock of the Company and Mezzanine
Fund 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.  In November of 2001, Saiph Corporation, another
entity of which Mr. Bronk is an executive officer and director, loaned $500
to the Company for operating expenses.  During 2002, Mezzanine Fund
Management Ltd. loaned another $2,305 to the Company and Cygni Capital LLC,
an entity of which Mr. Bronk is the managing partner, loaned $3,504 to the
Company.  See "Item 12.  Certain Relationships and Related Transactions."
Management estimates that the cash requirements for the year ending
December 31, 2003, will be approximately $8,325, if no change in operations
occurs during the year.  Management anticipates that any additional needed
funds will be loaned to the Company on the same or similar terms as those
of other loans to the Company.  There are no agreements with any of the
companies and no assurance that all or a portion of these funds will be
loaned to the Company.  If the Company is unable to borrow such funds,
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.

                       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

No change in accountant is reportable pursuant to this item.

                                  PART III
        ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth as of March 14, 2003, the name, age, and
position of the  executive officers and sole director of the Company:


Name                Age       Position(s)                   Director Since

Carl T. Suter       68        Director,
                              President &                   1999
                              Treasurer

Lynn Carlson        48        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 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 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, an
investor and corporate relations firm, since November 1998 as an
administrative assistant and account executive.  From June 1996 to November
1998, Ms. Carlson worked as the assistant to the president for DGWB
Advertising.

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.

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.

                      ITEM 10.  EXECUTIVE COMPENSATION

There has been no compensation awarded to, earned by, or paid to any of the
executive officers of the Company since its inception.

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

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 14, 2003, 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                   79,500                  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          79,500                  7.95%
Directors as a Group
(2 Persons)

Eric Bronk                    169,000(2)               16.90%
3857 Birch St., #606
Newport Beach, CA 92660

Baldwin Investments Ltd.        99,500                  9.95%
99-101 Regent St.
First Floor
London W1R 7HB UK

Fleming Securities              99,500                  9.95%
Suites 1601-1603
Hollywood Rd.
Hong Kong

Starling Securities Ltd.        99,500                  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, 49,500 are owned
directly by Mezzanine Fund Management Ltd., a company of which Mr. Bronk is
the president, and 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 these entities.

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, 2002, 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, Mezzanine Fund Management Ltd., a corporation of which
Eric Bronk, a shareholder of the Company, is a director, loaned $15,330 to
the Company.  On February 4, 2002, the terms of the note were renegotiated
and a new promissory note was issued.  The current promissory note bears
10% interest per annum and is due and payable upon demand.
On November 15, 2001, Saiph Corporation, a corporation of which Eric Bronk,
a shareholder of the Company, is the president and sole director, loaned
$500 to the Company.  The promissory note bears 10% interest per annum and
is due and payable upon demand.

On June 14, 2002, the Company issued a promissory note in the amount of
$2,305 to Mezzanine Fund Management, Ltd., a corporation of which Eric C.
Bronk, a shareholder, is director, for funds loaned to the Company.  The
promissory note bears 10% interest per annum and is 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 C.
Bronk, a shareholder, 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.

              ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)(1)    Financial Statements.  The following financial statements are
included in this report:

                                                                       Page
Report of Auditor                                                       F-1
Balance Sheet as of December 31, 2002                                   F-2
Statements of Operations for the years ended December 31, 2002
  and 2001, and for the period from inception to December 31, 2002      F-3
Statement of Stockholders' Equity for the period from inception
  to December 31, 2002                                                  F-4
Statements of Cash Flows for the years ended  December 31, 2002,
  and 2001, and for the period from inception to December 31, 2002      F-5
Notes to Financial Statements                                           F-6

(a)(2)    Exhibits.  The following exhibits are included as part of this
report:

Exhibit No. Description
            of Exhibit                                                 Page

3.1       Articles of Incorporation filed
          November 17, 1999                                               *

3.2       Current Bylaws                                                  *

4.1       Form of Common Stock Certificate                                *

10.1      Promissory Note dated February 4, 2002                         **

10.2      Promissory Note dated November 15, 2001                        **

10.3      Promissory Note dated June 14, 2002                      Attached

10.4      Promissory Note dated December 31, 2002                  Attached

99.1      Written Statement of the Chief Executive Officer         Attached
          and Chief Financial Officer with respect to
          compliance with Section 13(a) of the Securities
          Exchange Act of 1934.

*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. 0-31165.

**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. 0-31165.

(b)  Reports on Form 8-K:  No reports on Form 8-K were filed during the
fourth quarter of the fiscal year ended December 31, 2002.

                     ITEM 14.  CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures.  Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of the last evaluation.


                                 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 27, 2003       By: /s/ Carl T. Suter
                           Carl T. Suter, President, 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 capacitates and
on the dates indicated.

Date: March 27, 2003       /s/ Carl T. Suter
                           Carl T. Suter, Sole Director

                               CERTIFICATION

     I, Carl Suter, President and Chief Financial Officer of Cygni
Investments, Inc., certify that:

1.   I have reviewed this annual report on Form 10-KSB of Cygni
Investments, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.    I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

     a)   Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to me by others within
          those entities, particularly during the period in which this
          annual report is being prepared;
     b)   Evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this annual report (the "Evaluation Date"); and
     c)   Presented in this annual report my conclusions about the
          effectiveness of the disclosure controls and procedures based on
          my evaluation as of the Evaluation Date;

5.    I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

     a)   All significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and
     b)   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.   I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  March 27, 2003    /s/ Carl T. Suter
                         Carl T. Suter, President and
                         Chief Financial Officer












                          Cygni Investments, Inc.
                       (A Development Stage Company)
                            Financial Statements
                             December 31, 2002


/Letterhead/




                        INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Cygni Investments, Inc.

We have audited the accompanying balance sheet of Cygni Investments, Inc.
(a Nevada Corporation) (a development stage company)  as of December 31,
2002 and 2001, and the related statements of income, stockholders' equity,
and cash flows for the years then ended, and the period  November 17, 1999
(Inception) to December 31, 2002.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards, in the United States of America.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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 audit provides 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, 2002 and 2001, and the results of its operations and cash
flows for the periods then ended and the period November 17, 1999 to
December 31, 2002 in conformity with generally accepted accounting
principles, in the United States of America.

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/ Bierwolf, Nilson & Associates
Bierwolf, Nilson & Associates
March 25, 2003

                                    F-1

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                               Balance Sheet
<Table>
<Caption>

                                                   December      December
                                                   31, 2002      31, 2001
                                                 ------------  ------------
<S>                                             <C>           <C>
                                   Assets
Current Assets
--------------

  Cash                                          $      -      $        629
                                                 ------------  ------------
   Total Current Assets                         $      -      $        629
                                                 ============  ============

                    Liabilities and Stockholders' Equity

Current Liabilities
-------------------

  Accounts Payable                              $      3,560  $        250
  Interest Payable                                     4,654         2,945
  Note Payable - Related Party                        21,640        15,830
                                                 ------------  ------------

   Total Current Liabilities                          29,854        19,025

Stockholders' Equity
--------------------

  Common Stock 100,000,000 Shares
   Authorized at $.001 Par Value;
   1,000,000 Shares Issued and Outstanding             1,000         1,000
  Additional Paid in Capital                           9,000         9,000
  Accumulated Deficit During Development Stage       (39,854)      (28,396)
                                                 ------------  ------------
   Total Stockholders' Equity (Deficit)              (29,854)      (18,396)
                                                 ------------  ------------
   Total Liabilities and Stockholders' Equity   $      -      $        629
                                                 ============  ============

</Table>
 The accompanying notes are a integral part of these financial statements.
                                    F-2


                          Cygni Investments, Inc.
                       (A Development Stage Company)
                          Statement of Operations
<Table>
<Caption>
                                                                   From
                                                               (Inception)
                                    December,      December    to December
                                     31, 2002      31, 2001      31, 2002
                                   ------------  ------------  ------------
<S>                                <C>          <C>           <C>

Revenue                            $     -      $      -      $      -
-------                            ------------  ------------  ------------

Expenses
--------

 General and Administrative              9,748         7,860        35,199
                                   ------------  ------------  ------------
  Total Expenses                         9,748         7,860        35,199
                                   ------------  ------------  ------------
  Income (Loss) From Operations         (9,748)       (7,860)      (35,199)

Other Income (Expenses)
-----------------------

 Interest Expenses                      (1,710)       (1,540)      (4,655)
                                   ------------  ------------  ------------
  Total Other Income (Expenses)         (1,710)       (1,540)      (4,655)
                                   ------------  ------------  ------------
  Income (Loss) Before Taxes           (11,458)       (9,400)      (39,854)

  Taxes                                  -             -             -
                                   ------------  ------------  ------------
  Net (Loss)                       $   (11,458) $     (9,400) $    (39,854)
                                   ============  ============  ============
  Loss Per Common Share            $      (.01) $       (.01)

  Weighted Average
  Outstanding Shares                 1,000,000     1,000,000

</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-3

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Statements of Stockholders' Equity
        From November 17, 1999 (Inception) through December 31, 2002
<Table>
<Caption>

                                                                Accumulated
                                                                   Deficit
                                                    Additional   During the
                                  Common Stock        Paid In   Development
                               Shares       Amount    Capital      Stage
                            -----------------------------------------------
<S>                         <C>         <C>         <C>        <C>
Balance, November 17, 1999       -      $       -   $     -    $      -

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

Shares Issued for Cash
 at $.01 per Share            771,500          772      6,943         -

Shares Issued for Services
 at $.01 Per Share            228,500          228      2,057         -

Net Loss Year Ended
 December 31, 2000               -             -         -         (18,996)
                            -----------------------------------------------
Balance, December 31, 2000  1,000,000        1,000      9,000      (18,996)

Net Loss Year Ended
 December 31, 2001               -             -         -          (9,400)
                            -----------------------------------------------
Balance, December 31, 2001  1,000,000        1,000      9,000      (28,396)

Net Loss Year Ended
 December 31, 2002               -             -         -         (11,458)
                            -----------------------------------------------
Balance, December 31, 2002  1,000,000   $    1,000  $   9,000  $   (39,854)
                            ===============================================
</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-4

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                          Statement of Cash Flows
<Table>
<Caption>
                                                                             From
                                                                         (Inception)
                                                  December    December   to December
                                                    2002        2001         2002
                                                 ----------- -----------  -----------
<S>                                             <C>          <C>         <C>
Cash Flows from Operating Activities
------------------------------------
 Net Loss                                       $   (11,458) $   (9,400) $   (39,854)
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Stock Issued for Services                           -           -           2,285
   Increase (Decrease) in Accounts Payable            3,309         250        3,560
   Increase (Decrease) in Interest Payable            1,710       1,540        4,654
                                                 ----------- -----------  -----------
   Net Cash Provided by
   Operating Activities                              (6,439)     (7,610)     (29,355)

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                          5,810         500       21,640
                                                 ----------- -----------  -----------
   Net Cash Provided by
   Financing Activities                               5,810         500       29,355

   Net Increase (Decrease) In Cash                     (629)     (7,110)        -

   Cash, Beginning of Period                            629       7,739         -
                                                 ----------- -----------  -----------
   Cash, End of Period                          $      -     $      629  $      -
                                                 =========== ===========  ===========
Supplemental Cash Flow Information
----------------------------------
  Interest                                      $      -     $     -     $      -
  Income Taxes                                         -           -            -
</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-5

                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2002

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.

                                 Continued
                                    F-6


                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2002

NOTE 3 -INCOME TAXES -continued-
--------------------

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, 2002 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.

The Company has cumulative net operating loss carryforwards over $39,000 at
December 31, 2002.  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,
2002 have been offset by valuation reserves in the same amount.  The net
operating losses begin to expire in 2019.

NOTE 4 - NOTE PAYABLE RELATED PARTY
-----------------------------------

The Company has issued several promissory notes to various corporations
whose shareholder is an officer 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, 2002, the accrued interest associated with the various
notes was $4,654.
<Table>
<Caption>
                                                              December     December
The Company has the following note payable obligations:       31, 2002     31, 2001
                                                             -----------  -----------
<S>                                                          <C>         <C>
Related party notes payable due on demand plus accrued
  interest at a rate of 10% per annum                        $   21,640  $    15,830
                                                             -----------  -----------
     Totals                                                  $   21,640  $    15,830
     Less Current Maturities                                    (21,640)     (15,830)
                                                             -----------  -----------
     Total Long-Term Notes Payable                           $     -     $      -
                                                             ===========  ===========
</Table>
Following are maturities of long-term debt for each of the next five years:
<Table>
<Caption>
                                        Year                       Amount
                                        -----------------------------------
                                        <S>                   <C>
                                        2003                  $     21,640
                                        2004                          -
                                        2005                          -
                                        2006                          -
                                        Thereafter                    -
                                                               ------------
                                        Total                 $     21,640
                                                               ============
</Table>
                                 Continued
                                    F-7
                          Cygni Investments, Inc.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2002

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.













































                                    F-8