-----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, A9junUzF6yi2KL86zNeM03NMukDTdLJxurHRfBDsyLddyt5ZyDWJ8ahXMAMgXBUr QWDwA1+Nw28R6daz07qu+Q== 0001380706-09-000001.txt : 20090212 0001380706-09-000001.hdr.sgml : 20090212 20090212073102 ACCESSION NUMBER: 0001380706-09-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 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: 09591781 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 cien10q123108.txt CIENEGA CREEK HOLDINGS, INC. 10Q DECEMBER 31 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 December 31, 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 December 31, 2008. PART I FINANCIAL INFORMATION Item 1. Financial Statements CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS December 31, 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 - ----------------------------------------------------------------------- The accompanying balance sheet of Cienega Creek Holdings, Inc. has been reviewed as of February 6, 2009 by: Moore & Associates, Chartered ACCOUNTANTS AND ADVISORS - PCAOB REGISTERED 6490 WEST DESERT INN RD LAS VEGAS, NEVADA 89146 (702) 253-7499 - ----------------------------------------------------------------------- CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) BALANCE SHEET (Stated in US Dollars)
December 31, March 31, 2008 2008 ---- ---- ASSETS (Unaudited) (Audited) ------ Current Cash and cash equivalents $ 76,287 $ 47,795 Fixed Assets, net 3,870 1,301 ------------ ------------ Total Assets $ 80,157 $ 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 and 7,200,000 shares issued and outstanding, respectively 8,294 7,200 Additional paid in capital 173,131 64,800 Deficit accumulated during the development stage ( 101,268) ( 22,904) ------------ ------------- Total Stockholders' Equity $ 80,157 $ 49,096 ============ ============= Total Liabilites and Stockholders' Equity $ 80,157 $ 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 Nine months Nine months August 17, 2006 Ended Ended Ended Ended (inception) December 31, December 31, December 31, December 31, through December 31, 2008 2007 2008 2007 2008 ---- ---- ---- ---- ---- Revenues $ - $ - $ - $ - $ - Expenses General and Administrative $ 18,696 $ 1,889 $ 78,515 $ 17,968 $ 102,830 -------------- ---------- ------------ -------------- ---------- Loss From Operations (18,696) (1,889) (78,515) (17,968) (102,830) Other Income(Expense) Interest Income 48 498 151 1,479 1,562 -------------- ---------- ------------ -------------- ---------- Net loss for the period $ (18,648) $ (1,391) $ (78,364) $ (16,489) $ (101,268) ============== ========== ============ ============== ========== 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)
Nine Months Nine Months August 17, 2006 Ended Ended (inceptoin) December 31, December 31, through December 31, 2008 2007 2008 ---- ---- ---- Operating Activities Net loss for the period $ (78,364) $ (16,489) $ (101,268) Adjustments to net loss Common stock issued for services 7,000 - 7,000 Depreciation expense 364 99 578 ---------------- ---------------- ---------------- Net cash provided(Used) by operations (71,000) (16,390) (93,690) ---------------- ---------------- ---------------- Cash From Investing Activity Purchase of fixed assets (2,933) (526) (4,448) ---------------- ---------------- ---------------- Net Cash Provided(Used) by Investing Activites (2,933) (526) (4,448) ---------------- ---------------- ---------------- 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 28,492 (16,916) 76,287 Cash, beginning of the period 47,795 68,387 - ---------------- ---------------- ---------------- Cash, end of the period $ 76,287 $ 51,471 76,287 ================ ================ ================ 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 December 31, 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 nine months ended December 31, 2008 - - - ( 78,364) ( 78,364) --------- ---------- --------- ------------ ------------ Balance, December 31, 2008 8,294,250 $ 8,294 $ 173,131 $( 101,268) $ 80,157 ========= ========== ========= ============ ============
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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 December 31, 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 May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. Cienega Creek Holdings Inc. (A Development Stage Company) Notes to the Interim Financial Statements December 31, 2008 (Stated in US Dollars) (Unaudited) - Page 4 ---------- Note 2 Summary of Significant Accounting Policies - (cont'd) ------------------------------------------ In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. Cienega Creek Holding Inc. (A Development Stage Company) Notes to the Interim Financial Statements December 31, 2008 (Stated in US Dollars) (Unaudited) - Page 5 ---------- 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 December 31, 2008 - ---------------------------------------------------------- We did not earn any revenues during the three-month period ending December 31, 2008. During the period ended December 31, 2008, we incurred operating expenses in the amount of $18,696, compared to operating expenses of $1,889 incurred during the same period in 2007. These operating expenses were comprised general and administrative costs of $18,696 (2007: $1,889). The increase in operating expenses during the three months ended December 31, 2008, compared to the three month period ended December 31, 2007, was due to the increase in general and administrative costs. As of December 31, 2008, the Company had cash of $76,287, and liabilities totalling $0 for working capital of $76,287 compared to working capital of $51,471 as of December 31, 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 December 31, 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 - ------------------------- On December 4, 2008 the company's Board of Directors met and approved an annual compensation package for our President, Michael Klinicki. The Board approved a salary of $50,000 for each calendar year beginning January 2009. The board also approved a one-time issuance of our common stock to our president, Michael Klinicki, for having obtained certain milestones. Pursuant to the Board's actions, Mr. Klinicki will receive 1,000,000 restricted shares of our common stock on or about January 1, 2009. Item 6. Exhibits and Report on Form 8-K - --------------------------------------- 10.1 Employment agreement dated December 4, 2008 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: February 12, 2009 /s/ Michael A. Klinicki --------------------------- Michael A. Klinicki Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director Dated: February 12, 2009 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 December 31, 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: February 12, 2009 /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 December 31, 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: February 12, 2009 /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 December 31, 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: February 12, 2009 /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 December 31, 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: February 12, 2009 /s/ Michael A. Klinicki - ------------------------------------- Michael A. Klinicki, C.F.O., Treasurer and principal accounting officer EX-10 6 exhibit10-1.txt EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this " Agreement "), is made and entered into this 4th day of December, 2008, but effective January 1, 2009 (the "Effective Date"), by and between Cienega Creek Holdings Inc., a Nevada corporation (the " Employer "), and Michael A. Klinicki, an individual (the " Employee "). The parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT TERMS AND DUTIES 1.1 Employment. The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement. 1.2 Term. The Employer hereby employs the Employee effective as of the Effective Date. The employment with the Employer is not for any specified period of time. As a result, either the Employer or the Employee is free to terminate the employment relationship at any time, subject to the other provisions of this Agreement. Unless earlier terminated, this Agreement will terminate on December 31, 2013. 1.3 Termination. If the Employee is terminated by the Employer for any reason (including a Change of Control as hereinafter defined), he will receive Salary as severance in an amount equal to twelve months of Salary. For purposes of this Agreement, a Change of Control shall mean the first to occur of: (i) an event resulting in any "person" (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) other than (1) the Employer or any Affiliate of the Employer as of the date of this Agreement, (2) any employee benefit plan of the Employer or any Affiliate of the Employer, or (3) any person or entity organized, appointed or established by the Employer for or pursuant to the terms of any such plan, acquiring beneficial ownership of voting securities of the Employer, is or becomes the beneficial owner, directly or indirectly, of securities of the Employer representing 50% or more of the combined voting power of the Employer's then outstanding securities. (ii) consummation of a reorganization, merger or consolidation of the Employer (a " Business Combination "), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of outstanding voting securities of the Employer immediately prior to such Business Combination beneficially own, by reason of such ownership of the Employer's voting securities immediately before the Business Combination, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Employer resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Employer or all or substantially all of the Employer's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Employer immediately prior to such Business Combination; or (iii) approval by the stockholders of the Employer of a complete liquidation or dissolution of the Employer. 1.4 Duties . The Employee will have such duties as are assigned or delegated to the Employee by the Board. The Employee will devote a minimum of ten percent (10%) of his business time to the business of the Employer, will use his best efforts to promote the success of the Employer's business, and will cooperate fully with the Board in the advancement of the best interests of the Employer. Employee will not compete with the Employer during the Employment Period. 2. COMPENSATION 2.1 Salary . The Employee will be paid an annual salary of $50,000 (the " Salary "), which, at the Board's discretion, will be payable in either lump-sum payment, multiple payments, or equal periodic installments no less frequently than monthly. During the term of this Agreement, the salary may be increased by the Board. 2.2 Benefits . During the Employment Period, the Employee shall be permitted to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Employee is eligible under the terms of those plans (collectively, the " Benefits "). 2.3 Stock Options . No stock options are to be granted under this agreement. Signed on this date, December 4, 2008 Employee: /s/ Michael A. Klinicki Michael A. Klinicki Signed on this date, December 4, 2008 Board Member(s): /s/ Michael A. Klinicki Michael A. Klinicki /s/ Daniel J. Cavazos Daniel J. Cavazos -----END PRIVACY-ENHANCED MESSAGE-----