8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      April 26, 2010

Cienega Creek Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-53364	20-5432794
(Commission File Number)	(IRS Employer Identification No.)

Room 2303, 2304 ShenFang Square, 3005 RenMing Road South,

LuFung District, Shenzhen, China 518001

(Address of Principal Executive Offices) (Zip Code)

(86) 411 84508566

(Registrant’s Telephone Number, Including Area Code)

360 Main Street, Washington, VA  22747

(former address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.         Entry into a Material Definitive Agreement

On April 26, 2010, Cienega Creek Holdings, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among China Sheng Yong Bio-pharmaceutical Holding Company Limited, a British Virgin Islands limited company (the “Buyer”), Belmont Partners, LLC, a Virginia limited liability company (the “Seller”), and the Company.  Pursuant to the terms of the Purchase Agreement, on April 26, 2010 (the “Closing Date”), the Buyer acquired from the Seller 1,299,000 shares (the “Purchased Stock”), or approximately 56.62%, of the issued and outstanding common stock of the Company.  In consideration for the sale of the Purchased Stock, the Buyer paid the Seller $280,000 and the Company agreed to issue to the Seller shares of its common stock (the “Issued Stock”) such that the Seller will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement.  Pursuant to the terms of the Purchase Agreement, the then current officer and director of the Company resigned on the Closing Date and Qingyu Meng was named President and Director of the Company and Yung Kong Chin was named Secretary and Director of the Company.  Qingyu Meng  is a director and President of the Buyer and Yung Kong Chin is a director and Secretary of the Buyer.  Such resignation and appointments were effective as of the Closing Date with respect to the officers of the Company.  The resignation of the current director and the naming of Yung Kong Chin and Qingyu Meng as directors will take effect on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934.  Joseph J. Meuse, the former President and a current director of the Company, is a managing member of the Seller.  A copy of the Purchase Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  All references to the Purchase Agreement are qualified in their entirety by the text of such exhibit.

Item 3.02 - Unregistered Sales of Equity Securities

Pursuant to the Purchase Agreement, on April 26, 2010, we became obligated to issue to the Seller shares of our common stock such that the Seller will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement.  The Company entered into the Purchase Agreement to facilitate (i) the sale of the Purchased Stock (ii) a change in the management of the Company, and (iii) a possible merger transaction, each of which the Company believes to be in the future best interests of the Company and its shareholders.  We expect that these securities will not be registered under the Securities Act of 1933, as amended (the “Act”).  The Company is relying on Section 4(2) of the Act and/or other applicable exemptions under the Act in connection with the issuance of the Issued Stock.  No advertising or general solicitation was employed in offering the securities.  The securities will be issued to a sophisticated, accredited investor who was provided with access to all of the current public information available on the Company.  An appropriate legend will be placed on the certificate for such shares prohibiting the sale or distribution of such securities without registration under the Act or an applicable exemption therefrom.  Further reference is made to the disclosures set forth under Item 1.01 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference.

Item 5.01.         Changes in Control of Registrant.

(a)          On April 26, 2010, China Sheng Yong Bio-pharmaceutical Holding Company Limited, a British Virgin Islands limited company, acquired 1,299,000 shares, or approximately 56.62%, of the issued and outstanding shares of common stock of the Company, from the Seller.  The acquisition was governed by the terms of the Common Stock Purchase Agreement among the Buyer, the Seller and the Company dated April 26, 2010.  As a result of the Buyer’s acquisition of the Purchased Stock, a change in voting control of the Company took place and the Buyer now controls the Company by reason of its ownership of approximately 52.62% of the issued and outstanding common stock of the Company and the appointment of Qingyu Meng as President and Director of the Company and Yung Kong Chin as Secretary and Director of the Company.  Qingyu Meng is a Director and President of the Buyer and Yung Kong Chin is a Director and Secretary of the Buyer.

Prior to the transaction, the Seller owned 1,299,000, or approximately 56.62%, of the issued and outstanding shares of common stock of the Company.

The aggregate purchase price paid by the Buyer for the Purchased Stock was $280,000 (the “Cash Consideration”).  The Cash Consideration was paid to the Seller in cash.

There are no arrangements or understandings among the Buyer and the Seller and their associates with respect to the election of directors or other matters, except that at the closing on the Closing Date: (a) Joseph J. Meuse resigned as a member of the Company’s board of directors and as President of the Company, and (b) Qingyu Meng was named President and Director of the Company and Yung Kong Chin was named Secretary and Director of the Company.  Qingyu Meng is a Director and President of the Buyer and Yung Kong Chin is a Director and Secretary of the Buyer.  The resignation of Joseph J. Meuse as the current director and the appointment of Yung Kong Chin and Qingyu Meng as a directors will take effect on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934.  Biographical information relating to Messrs. Chin and Meng is set forth below under Item 5.02(c).

The Company was a “shell company”, as defined in Rule 12b-2 of the Exchange Act prior to the change in control.  In accordance with paragraph (8) of Item 5.01 of Form 8-K, the Company is required to provide the information that would be required if the Company were filing a Form 10 registration statement under the Exchange Act upon consummation of the transaction, provided that where such information has been previously reported, the Company may identify the filing in which this disclosure is included, instead of including the required disclosure in this Form 8-K.  Except as modified by this current report on Form 8-K, the Company hereby incorporates the relevant information contained in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 2, 2009, its Quarterly Reports on Form 10-Q filed with the SEC on February 17, 2010, November 20, 2009 and August 7, 2009, its Current Reports on Form 8-K filed with the SEC on March 22, 2010, December 3, 2009, September 4, 2009, and August 11, 2009, and its Amendment #1 to Form SB-2/A filed with the SEC on September 13, 2007 into this Current Report on Form 8-K.

Further reference is made to the disclosures set forth under Items 1.01, 3.02 and 5.02 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference.

Properties

We do not own any properties.  During fiscal year 2010 we leased office space from our former President Michael Klinicki on a rent-free basis in Mr. Klinicki’s residence without any lease agreement or obligation.  On March 16, 2010, we moved our headquarters to office space owned by our then sole officer and Director Joseph J. Meuse and continued to have no lease agreement or obligation.  On April 26, 2010, we moved our headquarters to office space occupied by Qingyu Meng, our President, and continue to have no lease agreement or obligation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 26, 2010, certain information with respect to the beneficial ownership of our common stock, by (i) any person or group with more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all executive officers and directors as a group.

Unless otherwise indicated the address of each person identified in the table is c/o the Company, Room 2303, 2304 Shen Fang Square, 3005 Ren Ming Road South, Lu Fung District, Shenzhen, China 518001. Under securities law, a person is considered a beneficial owner of any securities that the person owns or has the right to acquire beneficial ownership of within 60 days. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.  The information in this table is as of April 26, 2010 based upon 2,294,250 shares of common stock outstanding.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Qingyu Meng (President)		1,299,000	(1)		56.6	%(1)
Yung Kong (Secretary)		1,299,000	(2)		56.6	%(2)
Joseph J. Meuse (Director and former President) 360 Main Street PO Box 393 Washington, Virginia 22747		-	(3)		-	(3)
Michael A. Klinicki (Former CEO) 9181 S. Antler Crest Drive Vail, Arizona 85641		-			-
All officers and directors as a group (four persons)		1,299,000			56.6	%
China Sheng Yong Bio-pharmaceutical Holding Company Limited		1,299,000			56.6	%
Belmont Partners, LLC 360 Main Street PO Box 393 Washington, Virginia 22747		-	(4)		-	(4)

(1)  Mr. Meng is a director and President of China Sheng Yong Bio-pharmaceutical Holding Company Limited, which is the owner of 1,299,000 shares of the Company’s common stock.

(2)  Mr. Chin is a director and Secretary of China Sheng Yong Bio-pharmaceutical Holding Company Limited, which is the owner of 1,299,000 shares of the Company’s common stock.

(3)  Mr. Meuse is a Managing Member of Belmont Partners, LLC, to which the Company is obligated to issue shares of its common stock such that the Belmont Partners, LLC will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement.  As there is no right to acquire such shares within 60 days and the actual number of shares to be issued cannot be determined until the time of such merger, such shares have not been included in the numbers of shares listed in the table.

(4)  The Company is obligated to issue to Belmont Partners, LLC shares of its common stock such that the Belmont Partners, LLC will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement.  As there is no right to acquire such shares within 60 days and the actual number of shares to be issued cannot be determined until the time of such merger, such shares have not been included in the numbers of shares listed in the table.

Directors and Executive Officers

Prior to the Closing, our Board of Directors consisted of one director, Joseph J. Meuse (the “Current Director”). The Current Director has submitted a letter of resignation and Yung Kong Chin and Qingyu Meng have been appointed to our Board of Directors (the “Incoming Directors”). The resignation of the Current Director and appointment of the Incoming Directors will both become effective 10 days after the filing and mailing of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934 (the “Effective Date”).  On April 26, 2010, the board of directors appointed the new executive officers as listed below.

NAME	AGE	POSITION
Qingyu  Meng (1)	41	Director and President
Yung Kong Chin(1)	57	Director and Secretary
Joseph J. Meuse(2)	39	Director

(1)  Will become a director on the Effective Date.

(2)  Current director until the Effective Date.

Yung Kong Chin               Mr. Chin graduated from the University of Hull in the United Kingdom with a Master of Finance.  Mr. Chin served as president of QMIS Capital Finance Pty. Ltd. in Singapore and QMIS Capital Finance Investment Inc. from 2003 to the present.  Before joining QMIS, he was a financial controller for the Kwok Group company in China.

Qingyu Meng                     Mr. Meng is a Master’s Degree candidate with a bio-pharmaceuticals major in the life science college, Heilongjiang August First Land Reclamation University.  Since 2001, he has specialized in housefly bio-active proteins’ medical application research in the area of molecular biology. He is the member of Heilongjiang Provincial Hospital Management Association Professional Committee of Clinical Nutrition; the managing director of Daqing Nutrition Society; a technology partner of State Key Protein Structure Laboratory; and he independently has four national invention patents of full housefly bio-active proteins.  Since 2005, he has been the chairman and president of China Housefly Biotechnology Holding Company.

Joseph J. Meuse                Mr. Meuse resides in Warrenton, VA.  Mr. Meuse has been involved with corporate restructuring since 1995. He is the Managing Member of Belmont Partners, LLC and was previously a Managing Partner of Castle Capital Partners.  Mr. Meuse attended the College of William and Mary.  In the past five years, Mr. Meuse has served as a director of numerous reporting public companies including Action Industries, Inc., All State Properties Holdings, Inc., Blue Gem Enterprise, Cinnabar Ventures, Inc., Blue Fish Clothing, Inc., Brite-Strike Tactical Illumination Products, Inc., Comprehensive Healthcare Solutions, Inc., Contracted Services, Inc., Firstar Exploration Corp., Fresca Worldwide Trading Company, Geopulse Explorations, Inc., Hudson’s Grill International, Inc., iDcentrix, Inc., Intercontinental Resources, Inc., Ivecon Corp., Jamaica Jim, Inc., Jasper Ventures, Inc., King Resources, Inc., Lions Petroleum Inc., Madrona Ventures, Inc., Michael Lambert, Inc., Miller Diversified Corp., Network Capital Inc., Recycle Tech Inc., RPHL Acquisition Corp, Shimmer Gold, Inc., Smart Holdings, Inc., SpectraSource, Inc., 3D Shopping.com, Springfield Company, Inc., Unidigital, Inc., Volcanic Gold, WES Consulting, Inc., XRG, Inc., and Yzapp International, Inc.

Currently, Mr. Meuse serves on the board of directors of the following public companies:  Big Red Gold, Inc., Data Storage Consulting Services, Inc., Cienega Creek Holdings, Inc., Luke Entertainment, Inc., NuOasis Laughlin, Daytona Systems, Inc., and Heroes, Inc.

Family Relationships

None of the Company’s directors or executive officers is related by blood, marriage or adoption to any other director or executive officer.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the American Stock Exchange.

Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.

           The Company's common shares trade on the Electronic Bulletin Board of the National Association of Securities Dealers, Inc. under the symbol "CCKH.OB".  The following table shows, for the calendar periods indicated, the range of reported high and low bid quotations for those shares. Such prices reflect inter dealer prices, without retail markup, mark down or commission and may not necessarily represent actual transactions.

	2009				2008
	High Close		Low Close		High Close		Low Close
1st  Quarter		.51		.17		N/A		N/A
2nd  Quarter		.43		.145		.95		.10
3rd  Quarter		.51		.05		.90		.15
4th  Quarter		.51		.05		.45		.17

As of March 24, 2010, there were approximately 28 holders of the Company’s common stock as reflected on the books of the Company's transfer agent.

Executive Compensation

The following table shows the compensation of our executive officers for the fiscal years ended March 31, 2010 and March 31, 2009:

Summary Compensation Table
	Long-Term Compensation
	Annual Compensation			Awards
Name and				Restricted		All Other
Principal Position	Year	Salary		Stock		Compensation
Michael Klinicki,
Former President, Chief Executive	2010	$	37,500		-0-		-0-
Officer, Chief Financial Officer,	2009	$	12,500	$	1,000		-0-
Secretary, Treasurer, Director
Joseph J. Meuse
Director, former President	2010		-0-		-0-		-0-

Option Grants in the Last Two Fiscal Years.

During the fiscal years ended March 31, 2010, and March 31, 2009, we have not granted any stock options to our named executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

During our fiscal year ended March 31, 2010, none of our named executive officers or directors exercised any options to purchase shares of Common Stock.  The following table sets forth, for each of our named executive officers and directors, the number and value of vested and unvested options held as of March 31, 2010 and the value of any in-the-money stock options, vested and unvested, as of such date.

	No. of Securities				Value of Unexercised In-The-Money Options
Name	Underlying Options Granted				at March 31, 2010
	Exercisable		Unexercisable		Exercisable		Unexercisable
Michael A. Klinicki		None		None		None		None
Joseph J. Meuse		None		None		None		None

Director Compensation

Directors of our Company are not compensated in cash for their services but are reimbursed for out-of-pocket expenses incurred in furtherance of our business.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)           None.

(b)          On April 26, 2010, Joseph J. Meuse resigned as a member of the Company’s board of directors and as President of the Company.  Mr. Meuse’s resignation as President was effective immediately.  Mr. Meuse’s resignation as a member of the Company’s board of directors will take effect on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934.

(c)           On April 26, 2010, Qingyu Meng was appointed as the Company’s President and Yung Kong Chin was appointed as the Company’s Secretary, effective immediately.  The circumstances surrounding the appointment of Messrs. Chin and Meng are described under Items 1.01 and 5.01(a), above.

Mr. Chin, age 57, graduated from the University of Hull in the United Kingdom with a Master of Finance.  Mr. Chin served as president of QMIS Capital Finance Pty. Ltd. in Singapore and QMIS Capital Finance Investment Inc. from 2003 to the present.  Before joining QMIS, he was a financial controller for the Kwok Group company in China.

Mr. Meng, age 41, is a Master’s Degree candidate with a bio-pharmaceuticals major in the life science college, Heilongjiang August First Land Reclamation University.  Since 2001, he has specialized in housefly bio-active proteins’ medical application research in the area of molecular biology. He is the member of Heilongjiang Provincial Hospital Management Association Professional Committee of Clinical Nutrition; the managing director of Daqing Nutrition Society; a technology partner of State Key Protein Structure Laboratory; and he independently has four national invention patents of full housefly bio-active proteins.  Since 2005, he has been the chairman and president of China Housefly Biotechnology Holding Company.

(d)           On April 26, 2010, Yung Kong Chin and Qingyu Meng were appointed as members of the Company’s board of directors.  Mr. Chin’s and Mr. Meng’s appointment as members of the Company’s board of directors will take effect on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934, at which point Mr. Chin and Mr. Meng will serve as the two members of the board of directors. The circumstances surrounding Mr. Chin’s and Mr. Meng’s appointment are described under Items 1.01 and 5.01(a), above.

(e)           None.

(f)            Not applicable.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
No. 10.1	Common Stock Purchase Agreement dated April 26, 2010, by and among China Sheng Yong Bio-pharmaceutical Holding Company Limited, Belmont Partners, LLC and Cienega Creek Holdings, Inc.

SIGNATURES

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

Cienega Creek Holdings, Inc.
By:	/s/ Qingyu Meng
	Qingyu Meng
	President

Dated: April 28, 2010

EX-10.1

COMMON STOCK PURCHASE AGREEMENT

Private and Confidential

THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and among China Sheng Yong Bio-pharmaceutical Holding Company Limited, an entity with a principle address of Haycraft Building, 1 Pasea Estate, Road Town, Tortola VG1120, British Virgin Islands (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a principal address of 360 Main Street, Washington Virginia 22747 (“Seller”), and Cienega Creek Holdings, Inc. a public vehicle organized in the state of Nevada and traded under the symbol “CCKH” (the “Company”) (Buyer, Seller and Company each a “Party” and collectively the “Parties”).

WITNESSETH:

WHEREAS, the Company has seventy-five million (75,000,000) authorized common stock shares and no preferred shares authorized;

WHEREAS, the Company currently has 2,294,250 issued and outstanding common stock shares and the Seller owns a majority of the issued and outstanding capital stock of the Company; and

WHEREAS, the Buyer wishes to purchase a control block of stock consisting of  1,299,000 shares of the Company’s common stock which represents fifty-six and sixty-two hundredths percent (56.62%) of the capital stock of the Company (the “Stock”);

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, and subject to the terms and conditions hereof, the Parties agree as follows:

1.           Agreement to Purchase and Sell.  Seller will sell to Buyer and Buyer agrees to purchase the Stock in exchange for:

a)           Two hundred eighty thousand U.S. dollars ($280,000.00) (the “Purchase Price”), to be paid to Seller according to the terms and conditions set forth in Section 3 herein;

b)           Five percent (5.00%) of the issued and outstanding common stock of the Company according to the terms and conditions set forth in Section 3(c) herein (the “Position”); and

c)           Two hundred fifty U.S. dollars ($500.00) representing Buyer’s half of the Escrow Fees to be paid by Buyer directly to the Escrow Agent on or before Closing.

2.           Closing.  On or about five (5) business days from the Effective Date (the “Closing”) the Parties shall perform,:

a)           At Closing, the Company shall execute a resolution approving the terms of this Agreement, attached hereto as Exhibit 3;

b)           Within ten (10) business days from the Closing, the Company shall deliver to Seller and Buyer, a resolution of the board of directors of the Company and Irrevocable Transfer Agent Instructions signed by an authorized officer of the Company to effectuate performance of Sections 1(b) and 3(c) of this Agreement (attached hereto as Exhibit 1 and 2) (the “Board Resolution”);

c)           Seller shall deliver to Buyer, to the extent reasonably available to Seller, and after the full performance of Section 3(a), true and correct copies of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts;

d)           At Closing, Seller shall deliver a fully executed copy of this Agreement to Buyer;

e)           At Closing, Company shall deliver a fully executed copy of this Agreement to Buyer and Seller;

f)           At Closing, Buyer shall deliver to Seller a copy of this Agreement executed by Buyer;

g)           At Closing, the board of directors of the Company shall execute a resolution appointing Buyer, or Buyer’s designee, a director and officer of the Company (the “Appointment”) attached hereto as Exhibit 4.  The officer appointment shall be immediate and the director appointment shall be effective on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Exchange Act;

h)           At Closing, Seller shall deliver to Buyer the Appointment and letters of resignation from the current directors and officers of the Company;

i)           The Purchase Price (defined in Section 3(a) herein) shall be released to Seller;

j)           Seller shall deliver to Buyer, as soon as practicable after the full performance of Buyer’s obligations in Sections 2(a) through 2(i) herein, the stock certificate(s) evidencing the Stock together with valid signed stock power, gold medallion guaranteed together with all documents necessary to effectuate the transfer of the shares, including by not limited to a board resolution demonstrating signature authority if shares are in the name of a legal entity.

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3.           Payment Terms.

a)           Buyer has previously placed a deposit of one hundred twenty thousand U.S. Dollars ($120,000.00) into an escrow account with the Escrow Agent on behalf of the Seller on March 19, 2010 (the “Deposit”).  The balance of the Purchase Price (the “Balance”) shall be due and payable on or before Closing (“Maturity Date”).

b)           The Purchase Price shall be made by wire transfer of immediately available funds to Seller’s account as follows:

Wachovia Bank, N.A.

155 Broadview Avenue, Suite 100

Warrenton, VA 20186

SWIFT: PNBPUS33

ABA: 051400549

Account: Belmont Partners, LLC

Acct Number:  2000049859375

c)           Stock Position.

(i)           In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s common stock equal to a five percent (5.00%) post Merger (as defined in Section 9 herein) ownership interest in the Company (the “Position”).  The Position shall be based on the capital structure of the Company post Merger (taking into account any and all shares issued relating to the Merger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financing (whether that initial financing be a single round or in multiple tranches over a period of time), and after any other initial issuance of stock (including issuance to the Company’s directors and/or officers), provided such subsequent issuances, when viewed as a whole, are part of the Merger transaction.  Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3.

(ii)           Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(c)(i) herein (the “Actions”), but in no case later than eleven (11) months following the Effective Date hereof.  In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.

(iii)           The Parties acknowledge that the Seller is accepting the Position as consideration for entering into this Agreement and undertaking the risk of taking equity as consideration as of the effective date of this Agreement, therefore the effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.

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d)           The Parties acknowledge and agree that the Position shall be newly issued, restricted common shares of the Company.  Buyer and Company agree to accept as valid any legal opinion of Seller’s counsel regarding the removal of restrictions from the Position in a form reasonably acceptable to the Company.  In the event that, in one year from the date of the execution of this Agreement, the Position can not be sold in accordance with Rule 144 of the Securities Act of 1933, the Company agrees to include and register the shares representing the Position in the event the Company files a registration statement with the Securities and Exchange Commission.  In the event that Buyer does not provide for the removal of restrictions from the shares comprising the Position in accordance with Rule 144 upon Seller’s request (except in the event it is unlawful to do so in the reasonable opinion of Company’s counsel), or does not recognize any opinion of Seller’s counsel regarding the removal of such restrictions in a form reasonably acceptable to the Company, the Company and the Buyer, jointly and severally, shall pay to Seller liquidated damages in the amount of the bid price per share as of the one year anniversary of this Agreement (as reported by the national market on which the shares trade) multiplied by the number of shares in the Position and upon payment of the liquidated damages to Seller, the Seller shall transfer the Position to the Company.  The Parties agree that the liquidated damages hereunder are not a penalty.

e)           In consideration of the benefits provided to the Company hereby, Company and Buyer agree to be jointly and severally liable for all amounts due hereunder.

4.           Transfer Agent.  Until such time as the terms and conditions of Section 3(c) herein are fully performed, Buyer agrees that Pacific Stock Transfer, LLC (the “Transfer Agent”) shall act as the Company’s sole transfer agency.

5.           Representations and Warranties of Seller.  Seller hereby represents and warrants, to Buyer that the statements in the following paragraphs of this Section 5 are all true and complete as of the date hereof:

a)           Title to Stock.  Seller is the record and beneficial owner and has sole managerial and dispositive authority with respect to the Stock and has not granted any person a proxy that has not expired or been validly withdrawn.  The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).

b)           Liabilities of the Company. The Company has no liability or liabilities that have not been previously disclosed to Buyer and listed on Schedule A herein.  Notwithstanding the foregoing, the representation contained in this Section 11(b) shall terminate 24 months following the Effective Date.

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c)           Full Power and Authority. Seller represents that it has full power and authority to enter into this Agreement.

6.           Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that the statements in the following paragraphs of this Section 6 are all true and complete as of the date hereof:

a)           Affidavit of Source of Funds. Prior to any transfer of funds to Seller,  Buyer shall execute an Affidavit of Source of Funds (attached hereto as Exhibit 5), which attests that the funds to be transferred are not the proceeds of nor are intended for or being transferred in the furtherance of any illegal activity or activity prohibited by federal or state laws. Such activity may include, but is not limited to: tax evasion; financial misconduct; environmental crimes; activity involving drugs and other controlled substances; counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry of goods into the United States by means of false statements; terrorism; terrorist financing or other material support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a marshal, or any other officer of the court or government or regulatory official; bribery or any violation of the Foreign Corrupt Practices Act; trading with enemies of the United States; forgery; or fraud of any kind.  Buyer further warrants that all transfers of monies will be in accordance with the Money Laundering Control Act of 1986 as amended.

b)           Exempt Transaction.  Buyer understands that the offering and sale of the Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”) and exempt from registration or qualification under any state law.

c)           Full Power and Authority.  Buyer represents that it has full power and authority to enter into this Agreement.

d)            Stock.  The Stock to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.

e)           Information Concerning the Company.  Buyer has conducted its own due diligence with respect to the Company and its liabilities and believes it has enough information upon which to base an investment decision in the Stock.

f)           Investment Experience.  The Buyer understands that purchase of the Stock involves substantial risk.  The Buyer:

(i)           has experience as a purchaser in securities of companies in the development stage and acknowledges that he can bear the economic risk of Buyer’s investment in the Stock; and,

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(ii)           has such knowledge and experience in financial, tax, and business matters so as to enable Buyer to evaluate the merits and risks of an investment in the Stock, to protect Buyer’s own interests in connection with the investment and to make an informed investment decision with respect thereto.

g)           No Oral Representations.  No oral or written representations have been made other than or in addition to those stated in this Agreement. Buyer is not relying on any oral statements made by Seller, Seller's representatives, employee’s or affiliates in purchasing the Stock.

h)           Restricted Securities.  Buyer understands that the Stock is characterized as “restricted securities” under the Act inasmuch as they were acquired from the Company in a transaction not involving a public offering.

i)           Opinion Necessary.  Buyer acknowledges that if any transfer of the Stock is proposed to be made in reliance upon an exemption under the Act, the Company may require an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the Act.  Buyer acknowledges that a restrictive legend appears on the Stock and must remain on the Stock until such time as it may be removed under the Act.

j)           Shareholder Value.  Buyer represents that Buyer intends to implement a business plan designed to return value to the shareholders of the Company.

k)           Compliance.  Buyer shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the Merger and all related transactions, including but not limited to filing any forms required by the U.S. Securities and Exchange Commission.

7.           Indemnification.

a)           Indemnification. Buyer covenants and agrees it shall indemnify and hold harmless the Seller, its members, officers, directors, agents, employees, attorneys, accountants, consultants, subsidiaries, successors, affiliates and assigns (collectively the “Seller Covenantees”) from and against any and all losses, damages, expenses and liabilities (collectively “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other proceedings as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Buyer in this Agreement (collectively “Actions”) (Liabilities and Actions are herein collectively referred to as “Losses”).  Seller covenants and agrees it shall indemnify and hold harmless the Buyer, its members, officers, directors, agents, employees, attorneys, accountants, consultants, subsidiaries, successors, affiliates and assigns (collectively the “Buyer Covenantees”) from and against any Losses as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Seller in this Agreement. Losses include, but are not limited to all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement or for any breach of this Agreement by the indemnifying party.  Notwithstanding the foregoing, nothing shall prevent Seller or Buyer from pursuing any remedies available enforce the Parties’ obligation under the Agreement.

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8.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving effect to any other choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the Commonwealth of Virginia.

9.           Merger and Exchange of Stock.  Buyer shall, as soon as practicable, effect a merger (the “Merger”), between the Company, or a wholly owned subsidiary of the Company, and a target corporation (the “Sub”).  The Company, or its wholly owned subsidiary, shall be the surviving corporation of the Merger, and shall continue unimpaired by the Merger.  Upon Merger, the Company shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of the Sub.  A reverse acquisition transaction where the Company acquires an operating subsidiary shall be deemed a “Merger” under this section, even if a merger does not occur.

10.           Term / Survival.  The terms of this Agreement shall be effective as of the Effective Date, and continue until such time as the payment of the Purchase Price and all other amounts due hereunder are fully satisfied, however; the terms, conditions, and obligations of Sections 10, 11, 15, 16, 19, 21 and 22 hereof shall survive the termination of this Agreement.

11.           Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that Buyer may not assign or transfer any of its rights or obligations under this Agreement.

12.           Counterparts.                                This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  A telefaxed copy of this Agreement shall be deemed an original.

13.           Headings.  The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

14.           Costs, Expenses. Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

15.           Modifications and Waivers.  No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by both the Buyer and Seller. No waiver of any breach, term, condition or remedy of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy.  All remedies, either under this agreement, by law, or otherwise afforded the Buyer shall be cumulative and not alternative.

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16.           Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

17.           Termination.  Buyer or Seller may, upon written notice to the other party, terminate this Agreement upon their own discretion prior to any funds being distributed.  Upon the distribution of any funds, this termination clause is null and void.

18.           Entire Agreement.   This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

19.           Further Assurances.  From and after the date of this Agreement, upon the request of the Buyer or Seller, Buyer and Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

20.           Notices. All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received:

a)           if given by telecopier, when transmitted and the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission,

b)           if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails and

c)           if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 20.

21.           Insider Trading.  Seller and Buyer hereby certify that they have not themselves, nor through any third parties, purchased nor caused to be purchased in the public marketplace any publicly traded shares of the Company.  Seller and Buyer further certify they have not communicated the nature of the transactions contemplated by the Agreement, are not aware of any disclosure of non public information concerning said transactions, and are not a party to any insider trading of Company shares.

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22.           Binding Arbitration.  In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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In Witness Whereof, the Parties hereto have executed this Agreement as of the last date written below.

SELLER	BUYER
BELMONT PARTNERS, LLC	CHINA SHENG YONG BIO-PHARMACEUTICAL HOLDING COMPANY LIMITED
By:  Joseph Meuse, Managing Member	By: Tsoi Tik Man
Date: ____________________	Date: ________________________

COMPANY

CIENEGA CREEK HOLDINGS, INC.

By: Joseph Meuse, Director

Date: ____________________