-----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, IM8uDIWi8EI83N+ZsNcTFj/6s4Wih5bjxLXfVD/PjhoxzNkm0W+/7ID5Y0OGpnMZ xXMTGkLc6K/hzf51hxKrPg== 0001380706-09-000005.txt : 20090602 0001380706-09-000005.hdr.sgml : 20090602 20090602101826 ACCESSION NUMBER: 0001380706-09-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090602 DATE AS OF CHANGE: 20090602 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53364 FILM NUMBER: 09867051 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-K 1 cien10k033109.txt CIENEGA CREEK HOLDINGS, INC FORM 10K 3-31-2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K |X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2009 |_| Transition Report under Section 13 of 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to __________ Commission file number: 333-144508 CIENEGA CREEK HOLDINGS, INC. ---------------------------------------------- (Exact Name of Registrant as specified in its charter) Nevada 20-5432794 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9181 S Antler Crest Drive, Vail, AZ 85641 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Issuer's telephone number, including area code: (520) 275-8129 Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- Common Stock $0.001 Par Value OTC Bulletin Board Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part IV of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company: Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ](Do not check if a smaller reporting company) Smaller reporting company [X] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant's most recently completed second quarter. The aggregate market value of the Registrant's voting stock held by non- affiliates of the Registrant was approximately $347,100 at June 2, 2009, computed at the closing quotation for the Registrant's common stock of $0.39. Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years. Not applicable. Outstanding Shares At June 2, 2009 there were 2,294,250 shares of the Registrant's Common Stock outstanding. Documents Incorporated by Reference None 1 PART I Cautionary Notice Regarding Forward Looking Statements Cienega Creek Holdings Inc. (referred to herein as "we" or the "Company") desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This report contains a number of forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events and financial performance. All statements made in this annual report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to future reserves, cash flows, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," "will," variations of such words and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances. Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in "--Risk Factors" below as well as those discussed elsewhere in this report, and the risks discussed in our press releases and other communications to shareholders issued by us from time to time, which attempt to advise interested parties of the risks and factors that may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Item 1. Description of Business. Business Development Cienega Creek Holdings Inc. (referred to herein as "we" or the "Company") was incorporated in the State of Nevada on August 17, 2006. Our fiscal year end is March 31. The Company is engaged in the computer software business. The The company has not realized revenue from operations as of March 31, 2009 and accordingly is classified as a development stage company. The company has not generated any revenue to date and has limited resources. As a result, the company is pursuing business activities in areas outside of the computer software industry. In addition to business development, Management's plans include acquiring, merging or otherwise combining with an operating company. Management is currently seeking an entity with which to affiliate. Management's main objective is to seek to increase shareholder value. All viable alternatives will be evaluated, including, but not limited to: investments, mergers, purchases, or the offering of Company securities, etc. Alternatives that provide the existing shareholders with the greatest potential benefit will be favored. In connection with a business combination, it is possible that shares of common stock constituting control of us may be purchased from our current principal shareholders ("insiders") by the acquiring entity or its affiliates. Simultaneous with our plan to acquire, merge or otherwise combine with an operating company we plan to focus on software development, sales, and support. We will generate revenue through the sale of custom and packaged software solutions. Our software products will be developed by our employees and contracted employees. We will market our products directly to corporate and government customers. 2 Our Business Operations For the next twelve months our plans include designing and developing a single software package and selling the software directly to corporate and government customers. Our initial product will focus on cross-platform document creation with bi-directional database updating. This product will allow customers an easy way to generate standard business documents while simultaneously updating their organization's existing database. Employees Michael A. Klinicki is a director and the Chief Executive Officer, President and Chief Financial Officer of our Company. REPORTS TO SECURITY HOLDERS The Company files with the SEC an annual report on Form 10-K, quarterly reports on Form 10-Q, and information reports on Form 8-K and other reports as required by law. The investing public may read and copy any materials the company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, such as ourselves, that file electronically with the SEC at (http://www.sec.gov.) 3 Item 1A. Risk Factors. As a smaller reporting company, we are not required to provide risk factors. ITEM 2. Properties. Our president, Michael Klinicki, is providing office space for the duration of our development stage. The office space is located in the residence of Mr. Klinicki. The office space consists of a single room with approximately 150 square feet and a telephone. Mr. Klinicki has agreed to the use of his residence until such time as we require additional office space. We intend to relocate our offices upon initial sales of our software. There are no formal written or implied agreements to pay rent for our office space at this time. ITEM 3. Legal Proceedings. In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company. As of March 31, 2009 there were no claims asserted or threatened against the Company. ITEM 4. Submission of Matters to a Vote of Security Holders. None 4 PART II ITEM 5. Market for Registrant's Common Equity, Related stockholder Matters and Issuer Purchases of Equity Securities. 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. - -------------------------------------------------------------------------------- 2008 2007 High Close Low Close High Close Low Close 1st Quarter N/A N/A N/A N/A 2nd Quarter .95 .10 N/A N/A 3rd Quarter .90 .15 N/A N/A 4th Quarter .45 .17 N/A N/A Shareholders As of March 31, 2009, the Company had 45 record holders of its Common Stock as reflected on the books of the Company's transfer agent. Dividends The Company had not paid any dividends on its Common Stock and the Board of Directors of the Company presently intends not to declare dividends, but to pursue a policy of retaining earnings, if any, for use in the Company's operations and to finance expansion of its business. The declaration and payment of dividends in the future on the Common Stock will be determined by the Board of Directors in light of conditions then existing, including the Company's earnings, financial condition, capital requirements and other factors. Securities authorized for issuance under equity compensation plans.
(a) (b) (c) Plan Category Number of Securities Weighted-average Number of Securities to be issued upon prices of out- available for future exercise of outstand- standing options, issuance under ing options, warrants, warrants and equity compensation and rights. rights. plans. (Excluding (a)) Equity compensation 0 N/A 9,000,000 plans approved by security holders Equity compensation 0 N/A 0 plans not approved by security holders Total 0 N/A 9,000,000
Description of Securities Common Stock The authorized capital stock of the Company consists of 75,000,000 shares of common stock, par value $.001 per share, of which 2,294,250 were outstanding as of March 31, 2009. Holders of common stock are entitled to one vote per share. Preferred Stock None 5 ITEM 6. Selected Financial Data. Not required for smaller reporting issuers. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto. Management's Discussion and Analysis: The following discussion should be read in conjunction with the consolidated historical financial statements of the Company and related notes thereto included elsewhere in this Form 10-K for the year ended March 31, 2009. This discussion contains forward-looking statements regarding the business and industry of the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current plans and expectations of the Company and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward- looking statements. The information set forth and discussed below for the years ended March 31, 2009 and March 31, 2008 was derived from the consolidated financial statements included elsewhere herein. RESULTS OF OPERATIONS 2009 VERSUS 2008 Operating costs for the year ended March 31, 2009 of $137,691 increased $116,016 over those of $21,675 for the year ended March 31, 2008 due primarily to: an increase in salary expenses of $50,000 in 2009 versus $0 in 2008 due to new employment contract(s), an increase in stock transfer fees of $12,885 in 2009 versus $0 in 2008 due to initiation of services, an increase in outsourcing fees for financial report preparation, filing and website management of $42,850 in 2009 versus $3,175 in 2008 due to addition of services, an increase in audit and accounting fees of $9,100 in 2009 versus $5,392 in 2008, and an increase in travel and meals and entertainment expense of $6,573 in 2009 versus $2,300 in 2008 due to increased incidences of off-site due diligence and increased efforts to find suitable merger candidates. Interest income declined $1,300 in 2009 versus 2008 due to lesser amounts invested. Liquidity and Capital Resources: At its current level of operations, the Company will need to begin profitable operations and or raise additional capital during the next fiscal year. As of March 31, 2009, there were no outstanding loans on the Company's books and we had liabilities of $0. CURRENT PLAN OF OPERATIONS Management's plans are to focus on software development, sales, and support. We intend to generate revenue through the sale of custom and packaged software solutions. Our software products will be developed by our employees and contracted employees. We will market our products directly to corporate and government customers. Our plans include designing and developing a single software package and selling the software directly to corporate and government customers. Our initial product will focus on cross-platform document creation with bi-directional database updating. This product will allow customers an easy way to generate standard business documents while simultaneously updating their organization's existing database. Management also intends to acquire, merge or otherwise combine with an operating company. Management is currently seeking an entity with which to affiliate. The Company is free to seek alternative businesses in its existing or other industries. Management's main objective is to seek to increase shareholder value. All viable alternatives will be evaluated, including, but not limited to: investments, mergers, purchases, or the offering of Company securities, etc. Alternatives that provide existing shareholders with the greatest potential benefit will be favored. In connection with a business combination, it is possible that shares of common stock constituting control of us may be purchased from our current principal shareholders ("insiders") by the acquiring entity or its affiliates. As of the date of this report, management had carefully evaluated several potential affiliation candidates. To date, no formal or informal agreement has been reached with respect to any potential candidate, although some evaluations are currently still in progress. Management encourages its shareholders to communicate directly with the Company for its typical investor relations, including address changes and for general corporate information by calling or writing to the Company at its administrative offices or by posting a message to info@cienegacreekholdings.com. Management also encourages shareholders to keep their address current with the Company. 6 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS This annual report includes forward looking statements which involve risks and uncertainties. Such statements can be identified by the use of forward-looking language such as "will likely result", "may", "are expected to", "is anticipated", "estimate", "believes", "projected", or similar words. All statements, other than statements of historical fact included in this section, are forward-looking statements. Although the Company believes 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. The Company's actual results could differ materially from those anticipated in any such forward-looking statements as a result of various risks, including, without limitation, the dependence on a single line of business; the failure to close proposed financing; rapid technological change; inability to attract and retain key personnel; the potential for significant fluctuations in operating results; the loss of a major customer; and the potential volatility of the Company's common stock. ITEM 7A. Quantitative and Qualitative disclosure about Market Risk. Not required for smaller reporting companies. ITEM 8. Financial statements and Supplementary Data The Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K. 7 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Cienega Creek Holdings, Inc. (A Development Stage Company) We have audited the accompanying balance sheets of Cienega Creek Holdings, Inc. (A Development Stage Company) as of March 31, 2009 and 2008, and the related statements of operations, stockholders' equity and cash flows for the years then ended, and from inception on August 17, 2006 through March 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cienega Creek Holdings, Inc. (A Development Stage Company) as of March 31, 2009 and 2008, and the related statements of operations, stockholders' equity and cash flows for the years then ended, and from inception on August 17, 2006 through March 31, 2009, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has accumulated deficit of $160,484 as of March 31, 2009, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Moore & Associates, Chartered Moore & Associates Chartered Las Vegas, Nevada May 28, 2009 6490 West Desert Inn Road, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501 8 CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) BALANCE SHEETS March 31, 2009 and 2008 (Stated in US Dollars) 2009 2008 ASSETS Current Cash and cash equivalents $ 11,321 47,795 -------- -------- Total Current Assets 11,321 47,795 -------- -------- Equipment, net 3,620 1,301 -------- -------- TOTAL ASSETS $ 14,941 49,096 ======== ======== LIABILITIES Current Accounts payable and accrued liabilities $ - - -------- -------- TOTAL CURRENT LIABILITIES - - -------- -------- STOCKHOLDERS' EQUITY Capital stock Common: 75,000,000 shares authorized, $0.001 par value, 2,294,250 and 7,200,000 shares issued and outstanding, respectively 2,294 7,200 Additional paid in capital 173,131 64,800 Deficit accumulated during the development stage (160,484) (22,904) -------- -------- Total Stockholders' Equity 14,941 49,096 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,941 $ 49,096 ======== ======== The accompanying notes are an integral part of these financial statements 9 CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Stated in US Dollars)
August 17, Year Year 2006 Ended Ended (inception) March 31, to March 31, to March 31, 2009 2008 2009 ------------- ------------- ------------- Revenues $ - - - Operating Expenses Depreciation 402 402 General and Administrative 137,289 21,675 161,604 ------------- ------------- ------------- Total Operating Expenses 137,691 21,675 162,006 ------------- ------------- ------------- Income (Loss) From Operations (137,691) (21,675) (162,006) ------------- ------------- ------------- Other Expenses Interest income 111 1,411 1,522 ------------- ------------- ------------- Total Other Expenses 111 1,411 1,522 NET LOSS FOR THE PERIOD $ (137,580) $ (20,264) $ (160,484) ============= ============= ============= Basic loss per share $ (0.02) $ (0.00) ============= ============= Weighted average number of shares outstanding 7,885,163 7,200,000 ============= =============
The accompanying notes are an integral part of these financial statements 10 CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Stated in US Dollars)
August 17, Year Year 2006 Ended Ended (inception) March 31, to March 31, to March 31, 2009 2008 2009 ------------- ------------- ------------- Cash Flows From Operating Activities Net loss for the period $ (137,580) $ (20,264) $ (160,484) Adjustments to Reconcile Net Loss to Net Cash used by Operating Activities: Common stock issued for services 8,000 8,000 Depreciation and amortization 402 198 616 ------------- ------------- ------------- Net Cash Used by Operating Activities (129,178) (20,066) (151,868) ------------- ------------- ------------- Cash Flows From Investing Activity Purchase of fixed assets (2,721) (526) (4,236) ------------- ------------- ------------- Net Cash Used by Investing Activities (2,721) (526) (4,236) ------------- ------------- ------------- Cash Flows From Financing Activities Common stock repurchased and retired (7,000) - (7,000) Issuance of common stock for cash 102,425 - 174,425 ------------- ------------- ------------- Net Cash Provided by Financing Activities 95,425 - 167,425 ------------- ------------- ------------- Net Increase(Decrease) in Cash (36,474) (20,592) 11,321 Cash, beginning of the period 47,795 68,387 - ------------- ------------- ------------- Cash, end of the period $ 11,321 $ 47,795 $ 11,321 ============= ============= ============= Supplementary disclosure of cash flow information: Cash paid for: Interest $ - $ - $ - ============= ============= ============= Income Taxes $ - $ - $ - ============= ============= =============
The accompanying notes are an integral part of these financial statements 11 CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY for the period August 17, 2006 (Inception) to March 31, 2009 (Stated in US Dollars)
Deficit Accumulated Common Shares Common During the ------------- Paid in Shares Development Number Par Value Capital Subscription Stage Total --------- ------------ ------------ ------------ ------------ ------------ Balance, August 17, 2006 (Inception) -- $ -- $ -- $ -- $ -- $ -- Common stock issued for cash, $0.01 per share on June 30, 2007 7,200,000 7,200 64,800 -- -- 72,000 Net loss for the period inception 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 the year ended March 31, 2008 -- -- -- -- (20,264) (20,264) --------- ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2008 7,200,000 $ 7,200 $ 64,800 $ -- $ (22,904) $ 49,096 Common shares issued for services, $0.10 per share on June 12, 2008 70,000 70 6,930 -- -- 7,000 Common shares issued for cash, $0.10 per share on June 30, 2008 1,024,250 1,024 101,401 -- -- 102,425 Common shares issued for service, $0.001 per share on January 1, 2009 1,000,000 1,000 -- -- 1,000 Common shares repurchased and retired, $0.001 per share on March 11, 2009 (7,000,000) (7,000) -- -- -- (7,000) Net loss for the year ended March 31, 2009 -- -- -- -- (137,580) (137,580) --------- ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2009 2,294,250 $ 2,294 $ 173,131 $ -- $ (160,484) $ 14,941 ========= ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements 12 CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 1. Summary of Significant Accounting Policies Nature of Business Cienega Creek Holdings, Inc. (the Company) was incorporated in the State of Nevada on August 17, 2006. The Company is engaged in the computer software business. The Company has not realized revenues from operations as of March 31, 2009 and accordingly is classified as a development stage company. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Basic (Loss) per Common Share Basic (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2009 and 2008. (Loss) Shares Basic (Loss) Per Share (Numerator) (Denominator) Amount March 31, 2009 $ (137,580) 7,885,163 $ (0.02) March 31, 2008 $ (20,264) 7,200,000 $ (0.00) Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. Comprehensive Income The Company has no component of other comprehensive income. Accordingly, net income equals comprehensive income for the years ended March 31, 2009 and 2008. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1. Summary of Significant Accounting Policies (Continued) Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. The Company has incurred advertising expense of $1,856 and $1,079 during the years ended March 31, 2009 and 2008, respectively. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Income Taxes The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons: March 31, 2009 2008 ---------- ------------ Income tax expense at statutory rate $ (53,656) $ (7,903) Valuation allowance 53,656 7,903 ---------- ------------ Income tax expense per books $ -0- $ -0- ========== ============ Net deferred tax assets consist of the following components as of: March 31, 2009 2008 ---------- ------------ NOL Carryover $ 62,589 $ 8,933 Valuation allowance (62,589) (8,933) ---------- ------------ Net deferred tax asset $ -0- $ -0- ========== ============ CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1. Summary of Significant Accounting Policies (Continued) Income Taxes (Continued) The Company has a net operating loss carryover of $160,484 as of March 31, 2009 which expires in 2029. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Accounting Basis The basis is accounting principles generally accepted in the United States of America. The Company has adopted a March 31 fiscal year end. Stock-based compensation. As of March 31, 2009, the Company has not issued any share-based payments to its employees. The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R. Property and Equipment The Company's property and equipment is composed of computer equipment. The Company depreciates its computer equipment over the estimated life of 5 years using the straight line method. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1. Summary of Significant Accounting Policies (Continued) Recent Accounting Pronouncements In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. 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. 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. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1 Summary of Significant Accounting Policies (Continued) Recent Accounting Pronouncements (Continued) This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows. In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1 Summary of Significant Accounting Policies (Continued) Recent Accounting Pronouncements (Continued) The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows. In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.' This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company adopted SFAS No. 159 beginning March 1, 2008. The adoption of this pronouncement did not have an impact on the Company's financial position, results of operations or cash flows. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 1 Summary of Significant Accounting Policies (Continued) Recent Accounting Pronouncements (Continued) In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company adopted this statement March 1, 2008. The adoption of this pronouncement did not have an impact on the Company's financial position, results of operations or cash flows. Revenue Recognition The Company will determine its revenue recognition policies upon commencement of principle operations. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 2. 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 issued 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. During the fiscal year ended March 31, 2009, the Company issued 1,024,250 shares of its common stock for $102,424. On June 12, 2008, 70,000 shares of common stock were issued for service valued at $7,000 and on January 1, 2009 the Company issued an additional 1,000,000 shares of common stock were issued for services to its President for having met certain Company milestones valued at $1,000. On March 11, 2009, the Company purchased and subsequently retired 7,000,000 shares of its common stock .The shares were purchased from the estate of one of the Company's deceased directors. 3. GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit of $160,484 as of March 31, 2009. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. CIENEGA CREEK HOLDINGS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2009 AND 2008 (Continued) 4. EQUIPMENT Property and equipment are stated at cost. Depreciation expense for the years ended March 31, 2009 and 2008 amounted to $198 and $16, respectively. Gains from losses on sales and disposals are included in the statements of operations. Maintenance and repairs are charged to expense as incurred. As of March 31, 2009 and 2008 equipment consisted of the following: 2009 2008 ------- ------- Equipment $4,236 $1,515 Accumulated depreciation (616) (214) ------- ------- Total $3,260 $1,301 ======= ======= 13 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. At the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2009, the disclosure controls and procedures of our Company were effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis. There were no changes in internal controls over financial reporting that occurred during the fiscal quarter ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. 14 PART III Item 10. Directors, Executive Officers, and Corporate Governance. The following table sets forth information at June 2, 2009 with respect to our current directors, executive officers and significant employees: Name Age Position ---- --- -------- Michael A. Klinicki 44 Chief Executive Officer, President, Chief Financial Officer, Secretary, Director Daniel J. Cavazos 43 Director The Company's By-laws provide that the Directors of the Company shall serve until the next annual meeting of shareholders and until their successors are duly appointed and qualified. All officers serve at the pleasure of the Board of Directors. During the fiscal year ended March 31, 2009 there was one meeting of the Board of Directors, at which all Board members were in attendance. The business experience of each of our directors, named executive officers and significant employees is set forth below: Michael A. Klinicki, Director, President and Chief Executive Officer Michael Klinicki has been the President and Chief Executive Officer of Cienega Creek since our inception in August 2006. He has over 20 years of business experience in various capacities. Prior to becoming President, Mr. Klinicki worked as an information technology professional and consultant. He has held positions with the State of California, Health Net, and the international accounting & consulting firm, KPMG. He is the founder of Riparian Technologies, a successful software development company which focuses on products for the construction industry. He is currently employed by Pima County in Tucson, Arizona as a senior systems analyst and statistician. Mr. Klinicki has more than 10 years of experience as an advisor to numerous investment groups where he specializes in capital structure analysis, dividend analysis, and merger valuation. In 2007 Mr. Klinicki was appointed to the supervisory committee of the Pima Federal Credit Union; a 56-year old banking institution with over $110 million in investments and $235 million in assets. He holds a Bachelor of Science degree from California State University, Chico. 15 Daniel J. Cavazos, Director Mr. Cavazos was appointed to the Board of Directors on August 15, 2008. Mr. Cavazos is a retail industry veteran with more than 20 years of experience. His experience includes division sales manager for an international importer of beverages, multi-management positions for Macy's department stores, more than 10 years as a regional consultant to 7-Eleven Corporation, and 10 years as a 7-Eleven franchisee in a high-end market with annual sales of more than $1 million per store. Mr. Cavazos holds a bachelors degree in business and psychology from California State University, Chico. Involvement in certain legal proceedings by Officers and Directors None. Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended. The Company does not believe that any reporting person failed to file in a timely fashion any report required by section 16(a) of the Securities Act of 1934, as amended, for the fiscal year ended March 31, 2009 Audit committee and Financial Expert The Company does not have a formal Audit committee. All members of the Board of Directors serve the functions of the audit committee, with Michael A. Klinicki, President, CEO and CFO serving as its Chairman. Although none of our board members are a "Financial expert" within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, all Board members are financially literate. The Board members, functioning also as audit committee members, have: 1) reviewed and discussed the audited financial statements with management, 2) discussed with the independent auditors the matters required to be discussed by SAS 61, 3) received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1, and discussed with the independent accountant the independent accountant's independence, and 4) recommended that the audited financial statements be included in the company's annual report 10-K. The Board members performing the function of the audit committee are, Michael A. Klinicki and Daniel J. Cavazos. Code of Ethics The Board of Directors has not yet adopted a Code of Ethics for its CEO and CFO because it believes the design of, and compliance with, its controls and procedures are sufficiently complete to mitigate such risks at its current level of operations given the company is currently a Development Stage Company with no operations. The Board of Directors maintains all approval authority over significant transactions; use or commitment of company resources; and the incurrence of debt or equity, etc. 16 Item 11. Executive Compensation. The following table shows the compensation of our executive officers for the fiscal years ended March 31, 2009 and March 31, 2008: Summary Compensation Table
Long-Term Compensation ---------------------- Annual Compensation Awards --------------------------------------------------------- Name and Restricted All Other Principal Position Year Salary ($) Stock Compensation - ----------------------------------------------------------------------------------------------------------------- Michael Klinicki, President, Chief Executive 2009 $50,000 $1,000 -0- Officer, Chief Financial Officer, 2008 -0- -0- -0- Secretary, Treasurer, Director Daniel J. Cavazos Director 2009 -0- -0- -0- 2008 -0- -0- -0-
Option Grants in the Last Two Fiscal Years. As shown in the below table, during fiscal year ended March 31, 2009, and March 31, 2008 we have not granted stock options to our named executive officers, as follows: Option Grants in Fiscal Year 2009 and 2009
% of Total No. of Options Securities Granted to Underlying Employees Options in Fiscal Exercise Expiration Name Year Granted (1) Year Price Date - ----------------- ----------- ----------- ----------- -------- ---------- Michael A. Klinicki 2009 None None None None 2008 None None None None Daniel J. Cavazos 2009 None None None None 2008 None None None None
17 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values During our fiscal year ended March 31, 2009, 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, 2009 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, 2009 (1) - ----------------- ------------------------------ ----------------------------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Michael A. Klinicki None None None None Daniel J. Cavazos 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 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. As of June 2, 2009, we had 2,294,250 shares of common stock outstanding. The following table sets forth certain information regarding the beneficial ownership of our common stock as of that date by (i) each person who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each of our current directors and executive officers; and (iii) all of our current directors and executive officers as a group:
Name and Address Amount and Nature of Percent of of Beneficial Owner (1) Beneficial Ownership (2) Outstanding Shares (3) - -------------------------------- ------------------------ ---------------------- Michael A. Klinicki 1,299,000 56.6 % Daniel J. Cavazos 100,000 4.3 % All Officers & Directors as a Group (3 persons) 1,399,000 60.9 %
- ---------- (*) Less than 1% 18 (1) Unless otherwise indicated, the address of each beneficial owner reported above is c/o Cienega Creek Holdings Inc., 9181 S Antler Crest Dr., Vail, AZ 85641. (2) A person is deemed to be the beneficial owner of securities that can be acquired within 60 days from June 2, 2009. Each beneficial owner's percentage is determined by assuming that options that are held by such person (but not any other person), and which are exercisable within 60 days from June 2, 2009, have been exercised. (3) Based on 2,294,250 shares of our common stock outstanding. Item 13. Certain Relationships and Related Transactions, and Director Independence. None. ITEM 14. Principal Accountant Fees and Services AUDIT AND NON-AUDIT FEES Aggregate fees for professional services rendered for the Company by Moore & Associates Chartered for the years ended March 31, 2009 and 2008 are set forth below. YEAR 2009 YEAR 2008 AUDIT FEES $ 7,000 $ 4,300 AUDIT-RELATED FEES $ 0 $ 0 TAX FEES $ 0 $ 0 ALL OTHER FEES $ 0 $ 0 --------- --------- TOTAL $ 7,000 $ 4,300 ========= ========= Audit Fees for the fiscal years ended March 31, 2009 and 2008 were for the audits of the consolidated financial statements of the Company, quarterly review of the financial statements included in Quarterly Reports on form 10-Q, consents, and other assistance required to complete the year end audit of the consolidated financial statements. Amounts included are for the respective year's audit work. Audit-Related Fees as of the years ended March 31, 2009 and 2008 would have been for assurance and related services reasonably related to the performance of the audit or reviews of financial statements and not reported under the caption Audit Fees. Tax Fees as of the years ended March 31, 2009 and 2008 were for professional services related to tax compliance, tax authority audit support and tax planning. Amounts are included in the year billed. As the company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01 (c) (7) (i) (C) under Regulation S-X. 19 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1)(2) Financial Statements. See our audited financial statements for the year ended March 31, 2009, contained in Part II, Item 8, above, which are incorporated by reference. (a)(3) Exhibits: Documents filed as part of this Annual Report: Exhibit Nos. Description of Exhibit ------------ ---------------------- 31.1 Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley act of 2002. 31.2 Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 20 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CIENEGA CREEK HOLDINGS INC. Date: June 2, 2009 By: /s/ Michael A. Klinicki --------------------------------------- Michael A. Klinicki, Chief Executive Officer Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. CIENEGA CREEK HOLDINGS INC. Date: June 2, 2009 By: /s/ Michael A. Klinicki --------------------------------------- Michael A. Klinicki, Chief Executive Officer Chief Financial Officer Date: June 2, 2009 By: /s/ Daniel J. Cavazos --------------------------------------- Daniel J. Cavazos, Director EX-31 2 ex311cien.txt Exhibit 31-1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael A. Klinicki, certify that: 1. I have reviewed this annual report on Form 10-K of Cienega Creek Holdings, Inc.; 2. Based upon my knowledge, this report does not contain any untrue statements of a 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent 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 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-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))14 and 15d-14) for the registrant and have: a) designed such disclosure controls or caused such internal control over and procedures to be designed under out supervision, 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 report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Chairman of the Board and /s/ Michael A. Klinicki Chief Executive Officer ------------------------- Michael A. Klinicki Date: June 2, 2009 EX-31 3 ex312cien.txt Exhibit 31-2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael A. Klinicki, certify that: 1. I have reviewed this annual report on Form 10-K of Cienega Creek Holdings, Inc.; 2. Based upon my knowledge, this report does not contain any untrue statements of a 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent 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 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-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))14 and 15d-14) for the registrant and have: a) designed such disclosure controls or caused such internal control over and procedures to be designed under out supervision, 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 report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. /s/ Michael A. Klinicki Chief Financial Officer ------------------------- Michael A. Klinicki Date: June 2, 2009 EX-32 4 ex32cien.txt Exhibit 32 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 Annual Report of Cienega Creek Holdings, Inc. (the "Registrant") on Form 10-K for the period ending March 31, 2009, as filed with the securities and exchange commission on the date hereof (the "Annual Report"), I, Michael A. Klinicki, Chairman of the Board, Chief Executive Officer and chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes- Oxley act of 2002, that: (1) the Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: June 2, 2009 By: /s/ Michael A. Klinicki Name: Michael A. Klinicki Title: President and Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----