10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

      [X]Quarterly Report Pursuant to Section 13 or 15(d)
      of the Securities Exchange Act of 1934 FOR THE QUARTERLY
      PERIOD ENDED JANUARY 31, 2005

      OR

      [ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the transition period from to

Commission file number: 333-116045

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

Nevada
(State of other jurisdiction of incorporation or organization)

20-0909393
(IRS Employer Identification Number)

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

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

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

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

March 15, 2005: 5,051,700 common shares outstanding.

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

				-1-

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            CYGNI SYSTEMS CORPORATION
                          (A Development Stage Company)
                                   BALANCE SHEET
                                 January 31, 2005
                                    (Unaudited)



ASSETS

     Cash                                    	$94,947


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

     Loans payable-related party                $2,907

TOTAL LIABILITIES                               $2,907

STOCKHOLDERS' EQUITY

     Common stock, 100,000,000 shares authorized
      at $0.001 par value; 5,051,700 shares
	issued and outstanding          	 5,052
     Paid in Capital                           100,468
     Deficit accumulated during development
	stage                                  (13,480)

    Total Stockholders' Equity                  92,040

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $94,947


                               -2-

                     CYGNI SYSTEMS CORPORATION
                   (A Development Stage Company)
                      STATEMENT OF OPERATIONS
              Three and Nine Months ended January 31, 2005, and
 Period from March 18, 2004, (inception) through January 31, 2005
                               (Unaudited)


                              Three months     Nine months   Inception
                              ended            ended         Through
                              Jan 31, 2005     Jan 31, 2005  Jan 31, 2005


General and administration     $ 10,511        $ 12,784      $ 13,480

Net loss                       $(10,511)       $(12,784)     $(13,480)


Basic and diluted loss         $ (0.00)        $  (0.00)
 per common share

Weighted average common
 shares outstanding

     Basic and diluted          4,392,853      4,130,951


					-3-


                     CYGNI SYSTEMS CORPORATION
                   (A Development Stage Company)
                      STATEMENT OF CASH FLOWS
         Nine Months ended January 31, 2005, and
 Period from March 18, 2004, (inception) through January 31, 2005
                            (Unaudited)

                                             9 months ended   Inception to
                                             Jan 31, 2005     Jan 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                   $ (12,784)       $(13,480)
  Adjustments to reconcile net loss to
  cash used in operating activities:
  Changes in:
  Accounts payable                               2,211           2,907

NET CASH USED IN OPERATING ACTIVITIES          (10,573)        (10,573)

CASH FLOWS FROM  FINANCING ACTIVITIES
Proceeds from sale of common stock 	       105,120         105,520

NET CASH PROVIDED BY FINANCING ACTIVITIES      105,120         105,520

NET CHANGE IN CASH                              94,547          94,947
Cash balance, beginning of period                  400              -

Cash balance, ending of period               $  94,947        $ 94,947


				-4-

                         CYGNI SYSTEMS CORPORATION
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements
of Cygni Systems Corporation ("Cygni"), have been prepared
in accordance with accounting principles generally accepted
in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and
notes thereto contained in Cygni's latest annual report filed
with the SEC on Form SB-2. In the opinion of management, all
adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods
are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited
financial statements for fiscal year 2004, as reported in the
Form SB-2, have been omitted.

					-5-


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

The following discussion of the financial condition and results
of operations of the Company should be read in conjunction with
the financial statements and the related notes thereto included
elsewhere in this quarterly report for the period ended January
31, 2005. This quarterly report contains certain forward-looking
statements and the Company's future operating results could differ
materially from those discussed herein. Certain statements contained
in this Report, including, without limitation, statements containing
the words "believes", "anticipates," "expects" and the like,
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims
any obligation to update any such factors or to announce publicly
the results of any revisions of the forward-looking statements
contained or incorporated by reference herein to reflect future
events or developments.

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

We have been a start-up stage corporation since inception and
have not commenced operations nor generated or realized any revenues
from our business operations. The ability of the Company to emerge
from the development stage with respect to its planned principal
operations is dependent upon its ability to secure market acceptance
of its business plan and to raise additional funds and/or generate
sufficient revenue through operations. There is no guarantee that
the Company will be able to complete any of the above objectives and,
even if it does accomplish certain objectives, there is no guarantee
that the Company will attain profitability. These factors raise
substantial doubt regarding the Company's ability to continue as a
going concern. In their report letter dated May 20, 2004, our auditors
issued a going concern opinion. This means that our auditors believe
that there is substantial doubt as to whether we can continue as an
on-going business. The financial statements do not include any
adjustments to reflect the possible future effect on the recoverability
and classification of the assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

The Company is in the development stage and will continue to be
in the development stage until it generates sufficient revenue from
its business operations. To date, the Company has not generated any
revenues. Management is currently devoting much of its time to
developing a market for its business and considering other avenues
of obtaining funds. At January 31, 2005, the Company had $94,947 in
cash  and $2,907 in liabilities. In the event that the Company
proceeds with implementing its planned activities, then we
anticipate that cash reserves will be exhausted within approximately
six to eight months if sufficient revenue is not generated during

					-6-


this time. For the company to remain in business for more than six
to eight months, we believe that we need to raise additional funds
through loans and/or equity financing. If we need additional cash
and cannot raise it then we will either have to suspend operations
until we do raise the cash or cease operations entirely. If we need
additional funds, then we will need to find alternative sources, such
as a second public offering, a private placement of securities, or
loans from our officers or others in order for us to maintain
our operations. Other than as described in this paragraph, we
have no other financing plans and have not made any arrangements
to raise additional cash.

Financial Condition, Liquidity and Capital Resources

Since inception on March 18, 2004, the purpose of our Company
has been to develop online and network security management software
and online and network security consulting services. Our principal
capital resources have been acquired through issuance of common stock.

On October 13, 2004, the Securities and Exchange Commission issued an
order declaring our SB-2 Registration Statement effective pursuant
to section 8(a) of the Securities Act of 1933, as amended.

On January 19, 2005, we completed our public offering by raising
$105,120. We sold 1,051,700 shares of our common stock at an offering
price of ten cents per share.

Approval of our common stock for listing on the Over The Counter
Bulletin Board with NASD is currently pending. However, there is
no guarantee that we will obtain such approval.

At January 31, 2005, we had positive working capital of $92,040
compared to negative working capital of $696 at April 30, 2004. This
change is primarily the result of payment of administration,
and professional fees.

At January 31, 2005, our Company had total assets of $94,947
consisting of cash, which compares with our Company's total assets
at April 30, 2004, of $400 consisting of cash. This change is the
result of funds raised through our initial offering.

At January 31, 2005, our Company's total liabilities were $2,907.
Our total liabilities at April 30, 2004, were $696. This amount
represents the balance owing of a related party loan.

Our Company has not had revenues since inception. Until the Company
commences business operations, it anticipates surviving with
its current cash reserves and if possible, from shareholder loans
and/or funding from sales of its securities.

Our Company has no long-term debt and does not regard long-term
borrowing as a good, prospective source of financing.

We have not conducted any product research or development but do
expect to do so in the future since developing online and network
security management software is part of our planned activities.
We do not expect to purchase or sell any significant equipment nor
do we expect any

					-7-

significant changes in the number of our employees.

Results of Operations

Our Company posted a loss of $10,511 for the three months ending
January 31, 2005, and a loss of $12,784 for the nine months ending
January 31, 2005. The principal components of the loss were
administration and professional fees. Operating expenses for the
three months ending January 31, 2005, were $10,511, and for the nine
months ending January 31, 2005, were $12,784, compared to operating
expenses of $696 for the year ending April 30, 2004.

Item 3.  Controls and Procedures

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

Our management carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based
upon the foregoing, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this
Quarterly Report on Form 10-QSB for the quarter ended January 31, 2005.

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

Part II.  OTHER INFORMATION

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

(a) Reports on Form 8-K

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

(b) Exhibits

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

					-8-

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



SIGNATURES


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


      CYGNI SYSTEMS CORPORATION
      (Registrant)





Date:  March 15, 2005                   By:  /s/ Kim Friesen
                                        Kim Friesen
                                        President, Chief Executive Officer,
                                        Chief Financial Officer, Principal
                                        Accounting Officer, and a member of
                                        the Board of Directors



 					-9-

EX-31

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Kim Friesen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
Cygni Systems Corporation;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other
financial information included in this 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 report;

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

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

b) Paragraph omitted in accordance with SEC transition Rules contained
in SEC Release No. 33-8238;

c) Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons
performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
control over financial reporting.

Date: March 15, 2005


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

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    In connection with the Quarterly Report of Cygni Systems
Corporation Form 10-QSB for the period ending January 31, 2005,
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, Kim Friesen, President,
Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer, of the Company, certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
Act of 2002, that:

   1. The Report fully complies with the requirements of section 13
(a) or 15 (d) of the Securities Exchange Act of 1934; and

   2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.


Date: March 15, 2005



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