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 June 30, 2009.
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 has submitted electronically and
posted on its corportate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] 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: 2,294,250 Shares of $0.001
par value Common Stock outstanding as of June 30, 2009.
<page>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
CIENEGA CREEK HOLDINGS, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2009
(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
- -----------------------------------------------------------------------
<page>
CIENEGA CREEK HOLDINGS, INC.
(A Development Stage Company)
BALANCE SHEET
(Stated in US Dollars)
<table>
<caption>
June 30, March 31,
2009 2009
---- ----
ASSETS (Unaudited) (Audited)
------
<s> <c> <c>
Current
Cash and cash equivalents $ 2,762 $ 11,321
Fixed Assets, net 3,469 3,620
------------ ------------
Total Assets $ 6,231 $ 14,941
============ ============
LIABILITIES
-----------
Current
Accounts payable and accrued liabilities $ - $ -
Total Liabilities - -
------------ -----------
STOCKHOLDERS' EQUITY
--------------------
Capital stock - Note 4
75,000,000 shares authorized, $0.001 par value
2,294,250 issued and outstanding, respectively 2,294 2,294
Additional paid in capital 173,131 173,131
Deficit accumulated during the development stage ( 169,194) ( 160,484)
------------ -------------
Total Stockholders' Equity $ 6,231 $ 14,941
============ =============
Total Liabilites and Stockholders' Equity $ 6,231 $ 14,941
============ =============
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 August 17, 2006
Ended Ended (inception)
June 30, JUne 30, through June 30,
2009 2008 2009
---- ---- ----
<s> <c> <c> <c>
Revenues $ - $ - $ -
Expenses
Depreciation 151 - 553
General and Administrative $ 8,564 $ 51,427 $ 170,168
-------------- ---------- ----------
Loss From Operations (8,715) (51,427) (170,721)
Other Income(Expense)
Interest Income 5 87 1,527
-------------- ---------- ----------
Net loss for the period $ (8,710) $ (51,340) $ (169,194)
============== ========== ==========
Basic loss per share $ ( 0.00) $ ( 0.01)
============== ==========
Weighted average number of
shares outstanding 2,294,250 7,747,125
============== ==========
</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>
Three Months Three Months August 17, 2006
Ended Ended (inceptoin)
June 30, June 30, through March 31,
2009 2008 2009
---- ---- ----
<s> <c> <c> <c>
Operating Activities
Net loss for the period $ (8,710) $ (51,340) $ (169,194)
Adjustments to net loss
Common stock issued for services - 7,000 8,000
Depreciation and amortization expense 151 76 767
---------------- ---------------- ----------------
Net cash provided(Used) by operations (8,559) (44,264) (160,427)
---------------- ---------------- ----------------
Cash From Investing Activity
Purchase of fixed assets - - (4,236)
---------------- ---------------- ----------------
Net Cash Provided(Used) by Investing Activites - - (4,236)
---------------- ---------------- ----------------
Cash From Financing Activities
Common stock repurchased and retired (7,000)
Common stock issued for cash - 102,425 174,425
---------------- ---------------- ----------------
Net Cash Provided(Used) by Financing Activites - 102,425 167,425
---------------- ---------------- ----------------
Net Increase(Decrease) in cash and cash equivalents (8,559) (58,161) 2,762
Cash, beginning of the period 11,321 47,795 -
---------------- ---------------- ----------------
Cash, end of the period $ 2,762 $ 105,956 2,762
================ ================ ================
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 June 30, 2009
(Stated in US Dollars)
(Unaudited)
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
Net loss for three months
ended June 30, 2009 (Unaudited) - - - -- (8,710) (8,710)
Balance, June 30, 2009 (Unaudited) 2,294,250 $ 2,294 $ 173,131 -- $ (169,194) 6,231
========= ============ ============ ============ ============ ============
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
June 30, 2009 and March 31, 2009
(Stated in US Dollars)
(Unaudited)
Note 1 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 June 30, 2009 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,
2009 audited financial statements. The results of operations for
the period ended June 30, 2009 and 2008 are not necessarily
indicative of the operating results for the full year.
Note 2 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 information
technology 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
June 30, 2009
(Stated in US Dollars)
(Unaudited) - Page 2
----------
Note 3 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.
<page>
Cienega Creek Holding Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
June 30, 2009
(Stated in US Dollars)
(Unaudited) - Page 3
----------
Note 3 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Recent Accounting Pronouncements
--------------------------------
In May 2009, the FASB issued FAS 165, "Subsequent Events". This
pronouncement establishes standards for accounting for and disclosing
subsequent events (events which occur after the balance sheet date but
before financial statements are issued or are available to be issued).
FAS 165 requires and entity to disclose the date subsequent events were
evaluated and whether that evaluation took place on the date financial
statements were issued or were available to be issued. It is effective
for interim and annual periods ending after June 15, 2009. The adoption
of FAS 165 did not have a material impact on the Company's financial
condition or results of operation.
In June 2009, the FASB issued FAS 166, "Accounting for Transfers of
Financial Assets" an amendment of FAS 140. FAS 140 is intended to
improve the relevance, representational faithfulness, and comparability
of the information that a reporting entity provides in its financial
statements about a transfer of financial assets: the effects of a
transfer on its financial position, financial performance , and cash
flows: and a transferor's continuing involvement, if any, in
transferred financial assets. This statement must be applied as of the
beginning of each reporting entity's first annual reporting period
that begins after November 15, 2009. The Company does not expect the
adoption of FAS 166 to have an impact on the Company's results of
operations, financial condition or cash flows.
In June 2009, the FASB issued FAS 167, "Amendments to FASB
Interpretation No. 46(R) ". FAS 167 is intended to (1) address the
effects on certain provisions of FASB Interpretation No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, as a
result of the elimination of the qualifying special-purpose entity
concept in FAS 166, and (2) constituent concerns about the application
of certain key provisions of Interpretation 46(R), including those in
which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise's
involvement in a variable interest entity. This statement must be
applied as of the beginning of each reporting entity's first annual
reporting period that begins after November 15, 2009. The Company does
not expect the adoption of FAS 167 to have an impact on the Company's
results of operations, financial condition or cash flows.
In June 2009, the FASB issued FAS 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles". FAS 168 will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB
to be applied by nongovernmental entities. Rules and interpretive
releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. On the effective date of this Statement, the
Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become
nonauthoritative. This statement is effective for financial statements
issued for interim and annual periods ending after September 15,
2009.The Company does not expect the adoption of FAS 168 to have an
impact on the Company's results of operations, financial condition or
cash flows.
<page>
Forward-Looking Statements
- --------------------------
This Form 10-Q 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
Overview of Our Business
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 June 30, 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.
Plan of 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.
We require additional financing in order to proceed with our business plan.
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.
<page>
Results of Operations For Period Ending June 30, 2009
- ----------------------------------------------------------
We did not earn any revenues during the three-month period ending June 30,
2009. During the period ended June 30, 2009, we incurred operating
expenses in the amount of $8,715, compared to operating expenses of $51,427
incurred during the same period in 2008. These operating expenses were
comprised of general and administrative costs of $8,715 (2008: $51,427).
The decrease in operating expenses during the three months ended June 30,
2009, compared to the three month period ended June 30, 2008, was due to
the decrease in general and administrative costs.
As of June 30, 2009, the Company had cash of $2,762, and liabilities
totalling $0 for working capital of $2,762 compared to working capital of
$105,956 as of June 30, 2008.
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 3. Quantitative and Qualitative Disclosures About Market Risk.
The company does not operate and its only assets are fully insured interest-
bearing checking and savings accounts. Therefore, this item is not applicable
given the company's current operations.
<page>
ITEM 4T. Controls and Procedures.
- ------------------------------
Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures as of
June 30, 2009. This evaluation was conducted by Michael Klinicki, our
chief executive officer and our principal accounting officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
Limitations on the Effective of Controls
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
Conclusions
Based upon their evaluation of our controls, Michael Klinicki our chief
executive officer and principal accounting officer, has concluded that,
subject to the limitations noted above, the disclosure controls are
effective providing reasonable assurance that material information relating to
us is made known to management on a timely basis during the period when our
reports are being prepared. There were no changes in our internal controls that
occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect our internal controls.
<page>
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
- ---------------------
This item is not required of smaller reporting companies.
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
- -------------------------
None.
<page>
Item 6. Exhibits
- ----------------
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 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cienega Creek Holdings Inc.
Dated: August 7, 2009 /s/ Michael A. Klinicki
---------------------------
Michael A. Klinicki
President, Chief Executive
Officer, and Director
Dated: August 7, 2009 /s/ Michael A. Klinicki
---------------------------
Michael A. Klinicki
Chief Financial Officer, Secretary
Treasurer, principal accounting
officer and Director