POS AM 1 posam.txt POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 23, 2005 Registration No. 333-116045 ========================================================================= U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYGNI SYSTEMS CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 7389 20-0909393 (State or jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation Classification Code Number) Identification No.) or organization) 39 Woodstone Drive Winnipeg, Manitoba, R2E 0M5 (204) 295-8015 ----------------------------------------------- (Address and telephone number of principal executive offices) Kenneth H. Finkelstein 2200-1420 Fifth Avenue Seattle, Washington 98101 (206) 310-1344 ------------------------------------------------- (Name, address and telephone number of agent for service) Approximate date of commencement of proposed sale to the public: Not Applicable. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |x| DEREGISTRATION OF SECURITIES Cygni Systems Corporation, originally registered a best efforts, no minimum, 2,000,000 common shares ("Shares") maximum offering at a price of $0.10 per share. The Shares were registered for sale to the public on a Registration Statement on Form SB-2 (File No. 333-116045) (the "Registration Statement"). Cygni Systems Corporation has sold 1,051,700 of the Shares registered under the Registration Statement. The offering was terminated on January 19, 2005. Accordingly, we hereby amend the Registration Statement to withdraw from registration the 948,300 Shares that remain unsold under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winnipeg, Manitoba, on March 23, 2005. CYGNI SYSTEMS CORPORATION By: /s/ Kim Friesen -------------------------------- Kim Friesen President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, a member of the Board of Directors Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Kim Friesen ------------------------ President, Chief Executive March 23, 2005 Kim Friesen Officer, Chief Financial Officer, Principal Accounting Officer, a member of the Board of Directors /s/ Andrea Meakin Secretary, Treasurer, March 23, 2005 ----------------------- a member of the Board of Andrea Meakin Directors