8-A12G 1 a8.txt FORM 8A - REGISTRATION OF SECURITIES As filed with the U.S. Securities and Exchange Commission on March 23, 2005 Registration No. 333-116045 ========================================================================= U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities pursuant to section 12(b) or (g) of the of the Securities Exchange Act of 1934 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) ============================================================= Securities to be registered pursuant to section 12(b) of the Act: Title of each class to be so registered: Not Applicable Name of each exchange on which each class is to be registered: Not Applicable If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [x] Securities Act registration statement file number to which this form relates: Form SB-2; File no. 333-116045 Securities to be registered pursuant to Section 12(g) of the Act: Title of Class: Common Stock, par value $0.001 -1- Item 1. Description of Registrant's Securities to be Registered. The description of securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the United States Securities and Exchange Commission (File no. 333-116045) is incorporated by reference into this registration statement. Item 2. Exhibits The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the United States Securities and Exchange Commission, SEC file no. 333-116045 on October 1, 2004. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32: Exhibit No. Document Description 3.01 Articles of Incorporation 3.02 Bylaws 5.01 Legal Opinion Letter 23.01 Auditor Consent Letter 23.02 Counsel Consent Letter (filed with Exhibit 5.01) 99.01 Subscription Agreement SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized on this 23rd day of March, 2005. Registrant: CYGNI SYSTEMS CORPORATION By: /s/ Kim Friesen -------------------------------- Kim Friesen, President, Chief Exectuve Officer, Chief Financial Officer, Principal Accounting Officer, a member of the Board of Directors -2-