-----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, J3ME6qKkpqz9AVM+wMiwGCT3bT3vYm7dRgsfULCaYTlV72iTpsNAMcscDv4BNiy8 8rd3IE2tWtqL4zvTBDEH3A== 0001380706-08-000020.txt : 20081113 0001380706-08-000020.hdr.sgml : 20081113 20081113081931 ACCESSION NUMBER: 0001380706-08-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20081113 DATE AS OF CHANGE: 20081113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cienega Creek Holdings, Inc. CENTRAL INDEX KEY: 0001380706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 205432794 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53364 FILM NUMBER: 081182829 BUSINESS ADDRESS: STREET 1: 9181 S ANTLER CREST DR CITY: VAIL STATE: AZ ZIP: 85641 BUSINESS PHONE: 520-275-8129 MAIL ADDRESS: STREET 1: PO BOX 246 CITY: VAIL STATE: AZ ZIP: 85641 10-Q 1 cien10q093008n.txt CIENEGA CREEK HOLDINGS 10Q SEPTEMBER 30 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 2008. OR [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to ------------------ ----------------------- Commission File Number 333-144508 ---------- CIENEGA CREEK HOLDINGS, INC. ------------------------------------------------------------------------------ (Exact name of small Business Issuer as specified in its charter) Nevada 20-5432794 - --------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 9181 S Antler Crest Drive Vail, AZ 85641 - ---------------------------------------- ----------------------------- (Address of principal executive offices) (Postal or Zip Code) Issuer's telephone number, including area code: (520) 275-8129 ----------------------------- None ------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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. [X] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company . See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 8,294,250 Shares of $0.001 par value Common Stock outstanding as of September 30, 2008. PART I FINANCIAL INFORMATION Item 1. Financial Statements CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS September 30, 2008 (Stated in US Dollars) (Unaudited) ----------- BALANCE SHEET INTERIM STATEMENT OF OPERATIONS INTERIM STATEMENT OF CASH FLOWS STATEMENT OF STOCKHOLDERS' EQUITY NOTES TO INTERIM FINANCIAL STATEMENTS MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS ------------------------ PCAOB REGISTERED Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Board of Directors and Stockholders Cienega Creek Holdings Inc. (A Development Stage Co.) We have reviewed the accompanying balance sheet of Cienega Creek Holdings, Inc. of September 30, 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the three-month and six-month periods ended September 30, 2008 and 2007, and from inception on August 17, 2006 through September 30, 2008. These interim financial statements are the responsibility of the Corporation's management. We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists of principally applying analytical procedures and making inquiries of persons responsible for the financials and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheets of Cienega Creek Holdings, Inc. as of March 31, 2008 and 2007; and in our report dated May 19, 2008, we expressed an unqualified opinion on those financial statements with a going concern paragraph. In our opinion, the information set forth in the accompanying balance sheet as of March 31, 2008 is fairly stated, in all material respects, in relations to the balance sheet from which it has been derived. /s/ Moore & Associates, Chartered Moore & Associates, Chartered Las Vegas, Nevada November 7, 2008 2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 ====================================================================== Fax: (702)253-7501 ================== CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) BALANCE SHEET (Stated in US Dollars)
September 30, March 31, 2008 2008 ---- ---- ASSETS (Unaudited) (Audited) ------ Current Cash and cash equivalents $ 97,656 $ 47,795 Fixed Assets, net 1,149 1,301 ------------ ------------ Total Assets $ 98,805 $ 49,096 ============ ============ LIABILITIES ----------- Current Accounts payable and accrued liabilities $ - $ - Total Liabilities - - ------------ ----------- STOCKHOLDERS' EQUITY -------------------- Capital stock - Note 4 75,000,000 shares authorized, $0.001 par value 8,294,250 shares issued and outstanding 8,294 7,200 Additional paid in capital 173,131 64,800 Deficit accumulated during the development stage ( 82,620) ( 22,904) ------------ ------------- Total Stockholders' Equity $ 98,805 $ 49,096 ============ ============= Total Liabilites and Stockholders' Equity $ 98,805 $ 49,096 ============ ============= Nature and Continuance of Operations - Note 1
The accompanying notes are an integral part of these financial statements CIENEGA CREEK HOLDINGS INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Stated in US Dollars) (Unaudited)
Three months Three months Six months Six months August 17, 2006 Ended Ended Ended Ended (inception) September 30, September 30, September 30, Semptember 30, through September 30, 2008 2007 2008 2007 2008 ---- ---- ---- ---- ---- Revenues $ - $ - $ - $ - $ - Expenses General and Administrative $ 8,390 $ 9,472 $ 59,819 $ 16,211 $ 84,134 -------------- ---------- ------------ -------------- ---------- Loss From Operations (8,390) (9,472) (59,819) (16,211) (84,134) Other Income(Expense) Interest Income 16 502 103 999 1,514 -------------- ---------- ------------ -------------- ---------- Net loss for the period $ (8,374) $ (8,970) $ (59,716) $ (15,212) $ (82,620) ============== ========== ============ ============== ========== Basic loss per share $ ( 0.00) $ ( 0.00) $ ( 0.01) $ ( 0.00) ============== ========== ============== ============== Weighted average number of shares outstanding 8,294,250 7,200,000 7,929,590 7,200,000 ============== ========== ============ ==============
The accompanying notes are an integral part of these financial statements CIENEGA CREEK HOLDINGS INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Stated in US Dollars) (Unaudited)
Six Months Six Months August 17, 2006 Ended Ended (inceptoin) September 30, September 30, through September 30, 2008 2007 2008 ---- ---- ---- Operating Activities Net loss for the period $ ( 59,716) $ ( 15,212) $ ( 82,620) Adjustments to net loss Common stock issued for services 7,000 - 7,000 Depreciation expense 152 98 366 ---------------- ---------------- ---------------- Net cash provided(Used) by operations ( 52,564) ( 15,114) ( 75,254) ---------------- ---------------- ---------------- Cash From Investing Activity Purchase of fixed assets - - (1,515) ---------------- ---------------- ---------------- Net Cash Provided(Used) by Investing Activites - - (1,515) ---------------- ---------------- ---------------- Cash From Financing Activities Common stock issued for cash 102,425 - 174,425 ---------------- ---------------- ---------------- Net Cash Provided(Used) by Financing Activites 102,425 - 174,425 ---------------- ---------------- ---------------- Net Increase(Decrease) in cash and cash equivalents 49,861 (15,114) 97,656 Cash, beginning of the period 47,795 68,387 - ---------------- ---------------- ---------------- Cash, end of the period $ 97,656 $ 53,273 97,656 ================ ================ ================ Supplementary disclosure of cash flow information: Cash paid for: Interest $ - $ - ================ ================ ================ Income Taxes $ - $ - ================ ================ ================
The accompanying notes are an integral part of these financial statements CIENEGA CREEK HOLDINGS INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY for the period August 17, 2006 (Inception) to September 30, 2008 (Stated in US Dollars) (Unaudited)
Deficit Accumulated Common Shares During the ------------- Paid in Development Number Par Value Capital Stage Total --------- --------- ------- ----- ----- Balance, August 17, 2006 (Inception) - - - Issued for cash: Common stock 7,200,000 $ 7,200 $ 64,800 $ - $ 72,000 Net loss for the period from inception on August 17, 2006 through March 31, 2007 - - - ( 2,640) ( 2,640) --------- ---------- --------- ------------ ------------ Balance, March 31, 2007 7,200,000 7,200 64,800 ( 2,640) 69,360 Net loss for year ended March 31, 2008 - - - ( 20,264) ( 20,264) --------- ---------- --------- ------------ ------------ Balance, March 31, 2008 7,200,000 7,200 64,800 ( 22,904) 49,096 Shares issued for cash, $0.10 per share on June 30, 2008 1,024,250 1,024 101,401 - 102,425 Shares issued for services, $0.10 per share on June 12, 2008 70,000 70 6,930 - 7,000 Net loss for the six months ended September 30, 2008 - - - ( 59,716) ( 59,716) --------- ---------- --------- ------------ ------------ Balance, September 30, 2008 8,294,250 $ 8,294 $ 173,131 $( 82,620) $ 98,805 ========= ========== ========= ============ ============
The accompanying notes are an integral part of these financial statements CIENEGA CREEK HOLDINGS INC. (A Development Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS September 30, 2008 (Stated in US Dollars) (Unaudited) Note 1 Nature and Continuance of Operations ------------------------------------ Organization The Company was incorporated in the State of Nevada, United States of America on August 17, 2006 and its fiscal year end is March 31. The Company is engaged in the business of operating health and fitness centers (gyms). The company has not realized revenue from operations as of September 30, 2008 and accordingly is classified as a development stage compay. Condensed Financial Statements The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2008 audited financial statements. The results of operations for the period ended September 30, 2008 are not necessarily indicative of the operating results for the full years. Going concern The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management's plans include of investing in and developing all types of businesses related to the entertainment industry. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Cienega Creek Holdings Inc. (A Development Stage Company) Notes to the Interim Financial Statements September 30, 2008 (Stated in US Dollars) (Unaudited) - Page 2 ---------- Note 2 Summary of Significant Accounting Policies ------------------------------------------ The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: Development Stage Company ------------------------- The Company complies with Financial Accounting Standard Board Statement ("FAS") No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage. Revenue Recognition ------------------- The company will determine its revenue recognition policy upon commencement of principle operations. Impairment of Long-lived Assets ------------------------------- Capital assets are reviewed for impairment in accordance with FAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", which was adopted effective January 1, 2002. Under FAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value. Foreign Currency Translation ---------------------------- The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", since the functional currency of the Company is U.S. dollars, the foreign currency financial statements of the Company's subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders' equity accounts and furniture and equipment are translated by using historical exchange rates. Any re-measurement gain or loss incurred is reported in the income statement. Cienega Creek Holding Inc. (A Development Stage Company) Notes to the Interim Financial Statements September 30, 2008 (Stated in US Dollars) (Unaudited) - Page 3 ---------- Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ Net Loss per Share ------------------ Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive losses per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. Stock-based Compensation ------------------------ The Company has not adopted a stock option plan and has not granted any stock options. Income Taxes ------------ The Company uses the asset and liability method of accounting for income taxes in accordance with FAS No. 109 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Fair Value of Financial Instruments ----------------------------------- The carrying value of the Company's financial instruments consisting of cash, accounts payable and accrued liabilities, agreement payable and due to related party approximate their carrying value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Recent Accounting Pronouncements -------------------------------- In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. Cienega Creek Holdings Inc. (A Development Stage Company) Notes to the Interim Financial Statements September 30, 2008 (Stated in US Dollars) (Unaudited) - Page 4 ---------- Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations. In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. Management is currently evaluating the impact, which the adoption of this standard will have on the Company's financial statements. In June 2006, the FASB issued FASB Interpretation Number 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109." This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This Interpretation is effective for fiscal years beginning after December 15, 2006. The company is currently assessing the effect of this Interpretation on its financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning February 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through Cienega Creek Holding Inc. (A Development Stage Company) Notes to the Interim Financial Statements September 30, 2008 (Stated in US Dollars) (Unaudited) - Page 5 ---------- Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ comprehensive income. SFAS No.158 is effective for fiscal years ending after December 15, 2006 which for the Company would be February 1, 2007. The Company does not expect that the implementation of SFAS No.158 will have any material impact on its financial position and results of operations. In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006 which for the Company would be February 1, 2007. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations. Note 3. COMMON STOCK On August 8, 2006, the Company received $3,000 from its founder for 300,000 shares of its common stock. On March 20, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration afforded by Rule 504 of Regulation D promulgated there under. The Company sold 6,900,000 shares of its $0.001 par value common stock at a price of $0.01 per share for $69,000 in cash. From February 2008 through June 30, 2008, the Company sold 1,024,250 shares of its common stock to 37 idividuals persuant to an SB-2 registration (as amended) dated September 13, 2007. Our common stock currently trades on the Over-The-Counter Bulletin Board under the symbol CCKH. Forward-Looking Statements - -------------------------- This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation For the next twelve months our plans include finalizing a location for and beginning development of our fitness center; Vail Health and fitness. We anticipate spending an additional $15,000 on professional fees, general administrative costs and expenditures associated with complying with reporting obligations over the next twelve months. We require additional financing in order to proceed with our business plan and develop our health and fitness center. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any arrangements in place for any future equity financing. Results of Operations For Period Ending September 30, 2008 - ---------------------------------------------------------- We did not earn any revenues during the three-month period ending September 30, 2008. During the period ended September 30, 2008, we incurred operating expenses in the amount of $8,390, compared to operating expenses of $9,472 incurred during the same period in 2007. These operating expenses were comprised general and administration costs of $8,390 (2007: $9,472). The decrease in operating expenses during the three months ended September 30, 2008, compared to the three month period ended September 30, 2007, was due to the decrease in general and administrative costs. As of September 30, 2008, the Company had cash of $97,656, and liabilities totalling $0 for working capital of $98,805 compared to working capital of $53,273 as of September 30, 2007. We have not generated any revenue since inception and are dependent upon obtaining additional financing to pursue the development of our health and fitenss center. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern. Critical Accounting Policies - ---------------------------- Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies. Revenue Recognition - ------------------- The Company will determine its revenue recognition policies upon commencement of principle operations. ITEM 4T. Controls and Procedures. - ------------------------------ Evaluation of Disclosure Controls We evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2008. This evaluation was conducted by Michael Klinicki, our chief executive officer and our principal accounting officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported. Limitations on the Effective of Controls Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Conclusions Based upon their evaluation of our controls, Michael Klinicki our chief executive officer and principal accounting officer, has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls. PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings - ------------------------- The Company is not a party to any pending legal proceedings. Management is not aware of any threatened litigation, claims or assessments. Item 1A. Risk Factors - --------------------- Set forth below are a number of risks related to our business and our industry that should be considered in light of recent events affecting financial markets and the national economy. 1. There can be no assurance that recent government actions will help stabilize the U.S. financial system. In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, various branches and agencies of the U.S. government have put in place laws, regulations and programs to address capital and liquidity issues in the banking system. There can be no assurance, however, as to the actual impact that such laws, regulations and programs will have on the financial markets, including the extreme levels of volatility, liquidity and confidence issues and limited credit availability currently being experienced. The failure of such laws, regulations and programs to help stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock. 2. Current levels of market volatility are unprecedented. Although many markets have been experiencing volatility and disruption for months, in the past few weeks, the volatility and disruption of financial and credit markets has reached unprecedented levels for recent times. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers' underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations. Item 2. Unregistered Sale of Equity Securities and Use of Proceeds - ----------------------------- None. Item 3. Defaults Upon Senior Securities - --------------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------- None. Item 5. Other Information - ------------------------- None. Item 6. Exhibits and Report on Form 8-K - --------------------------------------- 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES - ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cienega Creek Holdings Inc. /s/ Michael A. Klinicki --------------------------- Michael A. Klinicki President, Chief Executive Officer, and Director Dated: November 13, 2008 /s/ Michael A. Klinicki --------------------------- Michael A. Klinicki Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director Dated: November 13, 2008 EX-31 2 exhibit31-1.txt CERTIFICATION I, Michael A. Klinicki, President and Chief Executive Officer of Cienega Creek Holdings Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Cienega Creek Holdings Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of September 30, 2008 (the "Evaluation Date"); c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2008 /s/ Michael A. Klinicki - ------------------------------------- Michael A. Klinicki, President and C.E.O. (principal executive officer) EX-31 3 exhibit31-2.txt CERTIFICATION I, Michael A. Klinicki, Treasurer and Chief Financial Officer of Cienega Creek Holdings Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Cienega Creek Holdings Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of September 30, 2008 (the "Evaluation Date"); c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2008 /s/ Michael A. Klinicki - ------------------------------------- Michael A. Klinicki, C.F.O., Treasurer and principal accounting officer EX-32 4 exhibit32-1.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cienega Creek Holdings Inc. (the "Company") on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, herby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 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 results of operations of the Company. Date: November 13, 2008 /s/ Michael A. Klinicki - ------------------------------------- Michael A. Klinicki, President and C.E.O. (principal executive officer) EX-32 5 exhibit32-2.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cienega Creek Holdings Inc. (the "Company") on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, herby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 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 results of operations of the Company. Date: November 13, 2008 /s/ Michael A. Klinicki - ------------------------------------- Michael A. Klinicki, C.F.O., Treasurer and principal accounting officer -----END PRIVACY-ENHANCED MESSAGE-----