Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 (the “Common Stock”), of Cienega Creek Holdings, Inc., a Nevada corporation (the “Company”). The address of the Company’s principal executive office is Room 2303, 2304 ShenFang Square, 3005 RenMing Road South, LuFung District, Shenzhen, China 518001.
Item 2. Identity & Background
This statement is being filed jointly by China Sheng Yong Bio-pharmaceutical Holding Company Limited (“CSYB”), a BVI limited company, Qingyu Meng and Yung Kong Chin. Messrs. Meng and Chin are citizens of the People’s Republic of China. Mr. Meng is President and Director Nominee of the Company and Director and President of CSYB. Mr. Chin is Secretary and Director Nominee of the Company and Director and Secretary of CSYB. The address for each of these companies is Room 2303, 2304 ShenFang Square, 3005 RenMing Road South, LuFung District, Shenzhen, China 518001.
Since 2005, Mr. Meng has been the chairman and president of China Housefly Biotechnology Holding Company. Mr. Chin has served as president of QMIS Capital Finance Pty. Ltd. in Singapore and QMIS Capital Finance Investment Inc. from 2003 to the present.
During the past five years, none of the reporting persons has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
The amount of funds used by CSYB to purchase the shares of common stock was $280,000. All of such funds were provided by CSYB.
Item 4. Purpose of Transaction.
The securities of the Company acquired by CSYB were acquired in order to gain control of the Company. Following the acquisition, CSYB owns approximately 56.62% of the issued and outstanding common stock of the Company. Other than as set forth below, the reporting persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraph (a) through (j) of Item 4 of the instructions to this Report.
On April 28, 2010, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among CSYB, Belmont Partners, LLC (the “Seller”), and the Company. Pursuant to the terms of the Purchase Agreement, on April 28, 2010, CSYB acquired from the Seller 1,299,000 shares (the “Purchased Stock”), or approximately 56.62%, of the issued and outstanding common stock of the Company. In consideration for the sale of the Purchased Stock, CYSB paid the Seller $280,000 and the Company agreed to issue to the Seller shares of its common stock (the “Issued Stock”) such that the Seller will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, the then current officer and director of the Company resigned on the closing date and Mr. Meng and Mr. Chin were named as directors and as President and Secretary of the Company, respectively. Such resignation and appointment were effective as of the closing date with respect to the officers of the Company. The resignation of the current director and the naming of Mr. Meng and Mr. Chin as directors will take effect on the tenth day following the mailing by the Company of an information statement that complies with the requirements of Section 14f-1 of the Securities Exchange Act of 1934. A copy of the Purchase Agreement is included as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 28, 2010, and is incorporated herein by reference. All references to the Purchase Agreement are qualified in their entirety by the text of such exhibit.
The Company was a “shell company” as defined in Rule 12b-2 of the Exchange Act prior to the change in control and continues to be a “shell company.” As contemplated by the Purchase Agreement, Mr. Meng and Mr. Chin intend to seek out a potential merger and/or acquisition candidate for the Company to enable the Company to emerge from its status as a “shell company.”
Item 5. Interest in Securities of the Company.
| (a) | The aggregate number and percentage of common stock of the Company beneficially owned by the reporting persons is 1,299,000 shares, or 56.62% of the outstanding common stock of the Company, based on 2,294,250 shares of common stock outstanding as of the date of this report. |
| (b) | The reporting persons each have the sole power to vote or direct the vote, and to dispose or direct the disposition, of 1,299,000 shares of common stock of the Company. |
| (c) | Other than as described in Item 4 above, the reporting persons have not effected any transaction in the shares of common stock of the Company in the past sixty days. |
| (d) | No person, other than the reporting persons, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,299,000 shares of common stock of the Company. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
Except as set forth above or set forth in the exhibit, there are no contracts, arrangements, understandings or relationships between the reporting persons and any other person with respect to any securities of the Company.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 | Common Stock Purchase Agreement by and among China Sheng Yong Bio-pharmaceutical Holding Company Limited, Belmont Partners, LLC, and the Company, dated April 26, 2010 (attached as an exhibit to the Company’s current report on Form 8-K filed on April 28, 2010). |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: | May 12, 2010 | China Sheng Yong Bio-pharmaceutical Holding Company Limited |
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| | By: | /s/ Qingyu Meng |
| | | Name: Qingyu Meng |
| | | Title: President |
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Dated: | May 12, 2010 | /s/ Qingyu Meng |
| | Qingyu Meng |
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Dated: | May 12, 2010 | /s/ Yung Kong Chin |
| | Yung Kong Chin |