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.



<page>


                                     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

- -----------------------------------------------------------------------


<page>


                           CIENEGA CREEK HOLDINGS, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             (Stated in US Dollars)

<table>
<caption>


                                                                                December 31,        March 31,
                                                                                   2008               2008
                                                                                   ----               ----
                                                    ASSETS                     (Unaudited)          (Audited)
                                                    ------
<s>                                                                             <c>                <c>
   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
</table>



    The accompanying notes are an integral part of these financial statements

<page>

                           CIENEGA CREEK HOLDINGS INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                             (Stated in US Dollars)
                                   (Unaudited)
<table>
<caption>
                                      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
                                          ----               ----             ----              ----                 ----
<s>                               <c>                <c>             <c>                 <c>                 <c>
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
                                    ==============       ==========      ============      ==============
</table>







    The accompanying notes are an integral part of these financial statements


<page>

                           CIENEGA CREEK HOLDINGS INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                             (Stated in US Dollars)
                                   (Unaudited)

<table>
<caption>
                                                             Nine Months           Nine Months        August 17, 2006
                                                               Ended                  Ended             (inceptoin)
                                                            December 31,          December 31,    through December 31,
                                                                2008                  2007                2008
                                                                ----                  ----                ----
<s>                                                    <c>                  <c>                   <c>
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                                     $                -   $                -
                                                           ================     ================      ================
</table>


    The accompanying notes are an integral part of these financial statements

<page>



                           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)

<table>
<caption>
                                                                                   Deficit
                                                                                 Accumulated
                                                Common Shares                     During the
                                                -------------          Paid in   Development
                                              Number     Par Value     Capital      Stage          Total
                                            ---------    ---------     -------      -----          -----
<s>                                        <c>        <c>          <c>                        <c>
  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
                                            =========   ==========   =========   ============  ============

</table>


    The accompanying notes are an integral part of these financial statements

<page>



                           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.


<page>


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.

<page>

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.


<page>

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.


<page>

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.


<page>


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).

<page>

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.

<page>

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.

<page>

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