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