-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvrtUHZ1LEg8AV5rjnrYnrSA4scqJC/RLZ9YzCOjKhii2hjyb9WIAAFjHm7YMRpp CbJG6gGx9b8bvQBtjwrrJQ== 0001169232-05-004458.txt : 20050906 0001169232-05-004458.hdr.sgml : 20050905 20050906124754 ACCESSION NUMBER: 0001169232-05-004458 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XL Generation International CENTRAL INDEX KEY: 0001290506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 200909393 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80907 FILM NUMBER: 051069756 BUSINESS ADDRESS: STREET 1: 39 WOODSTONE DRIVE CITY: WINNIPEG STATE: A2 ZIP: R2E 0M5 BUSINESS PHONE: 204-295-8015 MAIL ADDRESS: STREET 1: 39 WOODSTONE DRIVE CITY: WINNIPEG STATE: A2 ZIP: R2E 0M5 FORMER COMPANY: FORMER CONFORMED NAME: Cygni Systems CORP DATE OF NAME CHANGE: 20040517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alain Lemieux Trust CENTRAL INDEX KEY: 0001337610 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 274 STREET 2: 36 HILGROVE STREET CITY: ST. HELIER, JERSEY STATE: X0 ZIP: JE4 8TR BUSINESS PHONE: 44 1534 488 000 MAIL ADDRESS: STREET 1: PO BOX 274 STREET 2: 36 HILGROVE STREET CITY: ST. HELIER, JERSEY STATE: X0 ZIP: JE4 8TR SC 13D 1 d65263_sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 XL GENERATION INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98374T 10 8 (CUSIP Number) Travis L. Gering 100 Wall Street 21st Floor New York, NY 10005 (212) 509-5050 ext. 4723 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 8/19/2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 98374T108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Alain Lemieux Trust 000000000 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,500,000 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY N/A OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 13,500,000 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,500,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 Item 1. Security and Issuer. XL Generation International Inc. (formerly Cygni Systems Corporation) (the "Company") is located at 460 Saint-Gabriel, Suite 21, Montreal, Quebec H2Y 2Z9, Canada. This Schedule 13D relates to the transfer of the beneficial ownership of 13,500,000 shares of the Company's common stock on August 19, 2005. Item 2. Identity and Background. (a) The name of the filing person is the Alain Lemieux Trust. (b) The address of the Alain Lemieux Trust is: PO Box 274, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR, Channel Islands, United Kingdom. (c) N/A. (d) The Alain Lemieux Trust has not, during the five years prior to the date hereof, been convicted in a criminal proceedings (excluding traffic violations or similar minor violations). (e) The Alain Lemieux Trust has not, during the five years prior to the date hereof, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. (f) United Kingdom. Item 3. Source and Amount of Funds or Other Consideration. The Alain Lemieux Trust acquired 13,500,000 shares of the Company's common stock through an exchange of shares it held in XL Generation AG ("XLG"). Item 4. Purpose of Transaction. On June 29, 2005, the Company entered into a Letter of Intent (the "Letter of Intent") regarding a share exchange with XLG. Pursuant to the terms of the Letter of Intent, the Company agreed to acquire all of the issued and outstanding shares of common stock of XLG in exchange for the issuance at closing of an aggregate of 15 Million shares of restricted common stock of the Company (the "Exchange Offer"). It was agreed that in the event that substantially all of XLG's shareholders agreed to participate in the Exchange Offer, such shareholders would thereafter collectively own approximately 60% of the issued and outstanding shares of the Company's common stock as of such date, and the Company would hold all or substantially all of the issued and outstanding shares of XLG's common stock. On August 19, 2005, the transactions contemplated by the Exchange Offer were completed. The Alain Lemieux Trust exchanged its common stock in XLG in exchange for 13,500,000 shares of the Company's common stock. In connection with these transactions, the Company appointed four (4) new Directors and four (4) new Officers and has changed its name to "XL Generation International Inc." Item 5. Interest in Securities of the Issuer. (a) Name Shares Beneficially Owned Percentage The Alain Lemieux Trust 13,500,000 52.9% (b) Name Shares The Alain Lemieux Trust 13,500,000 (c) N/A (d) N/A (e) N/A 3 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Mr. Alain Lemieux, the President, Chief Executive Officer and a Director of the Company, is the beneficiary of the Alain Lemieux Trust. Of the 13,500,000 shares owned by the Alain Lemieux Trust, 13,000,000 of these shares are for the benefit of Mr. Lemieux. Pursuant to an agreement between the Alain Lemieux Trust and Mr. Daniel Courteau, the Secretary and a Director of the Company, Mr. Courteau is entitled to receive 500,000 shares currently held by the trust. Item 7. Material to be Filed as Exhibits. N/A After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 9/2/2005 The Alain Lemieux Trust By: Professional Trust Company Limited, acting in its capacity as the Trustee of the Alain Lemieux Trust By: /s/ Denis Therezien --------------------------------- Name: Denis Therezien Title: Director 4 -----END PRIVACY-ENHANCED MESSAGE-----