UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

|X|     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the fiscal year ended March 31, 2008

|_|     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.
                 ----------------------------------------------
                 (Name of small business issuer 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: None

       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB.  |X| (Not applicable)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|.

      The issuer's Net Loss for its most recent fiscal year was $21,675.

                   DOCUMENTS INCORPORATED BY REFERENCE: None

   Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                     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 business of operating health
and fitness centers (gyms).  The company has not realized revenue from
operations as of March 31, 2008 and accordingly is classified as a
development stage compay.

      We plan to initiate business in the health and fitness industry.  We will
focus our operations in southern Arizona.  Our primary target markets are
greater Tucson, Vail, Benson, and Sierra Vista.  We plan to commence business
by opening a single health and fitness center under the name Vail Health and
Fitness.  We plan to expand our operations to include multiple locations in the
future.  We will generate revenue through the sale of individual, family, and
group memberships.  We will market our facilities by utilizing print, radio,
and television advertising, as well as through co-marketing agreements with
other area businesses and organizations.


                                       2
<PAGE>

Our Business Operations

      For the next twelve months our plans include completing our stock
offering and beginning development of our fitness center; Vail Health and
Fitness.

      We require the funding from our offering 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.


Employees

      Michael A. Klinicki is a director and the Chief Executive Officer,
President and Chief Financial Officer of our Company.  Nemer E. Hassey
is Vice President of Planning and Development.


                                       3
<PAGE>

Risk Factors

      The following are risks associated with our Company and business
operations. If any of these risks were to develop into actual events, our
business, financial condition or results of operations could be materially
adversely affected. Our business activities are subject to various risks and
uncertainties, including the following:

Risk Related to the Company Business and Industry

There is uncertainty as to whether we will continue operations:
      Our auditors have discussed their uncertainty regarding our business
operations in their audit report dated March 31, 2008. This means that
there is doubt that we can continue as an ongoing business for the next 12
months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue in business.

We lack an operating history and have losses which we expect to continue into
the future. There is no assurance our future operations will result in
profitable revenues. If we cannot generate sufficient revenues to operate
profitably, we may suspend or cease operations:
      We were incorporated on August 17, 2006 and we have not realized any
revenues. We have very little operating history upon which an evaluation of
our future success or failure can be made.

We are mainly dependent upon the funds to be raised in our public stock
offering to advance our business, the proceeds of which may be insufficient
to achieve adequate revenues to remain in business. We may need to obtain
additional financing which may not be available, which could cause us to cease
operations.

Our plan to sell memberships for our fitness center may not be successful:
     As part of our business strategy, we will need to sell individual, family,
and group memberships for our fitness center.  For these efforts to succeed we
will need to develop a quality fitness center, charge competitive rates, and
have a strong marketing plan with knowledgeable salespeople.  If we are
unsuccessful in any of these efforts, our ability to generate revenue could be
severely limited or delayed.

Our future success is dependent on our existing key employees, and hiring and
assimilating new key employees, and our inability to attract or retain key
personnel in the future would materially harm our business and results
of operations:
      Our success depends on the continuing efforts and abilities of our
current management team. In addition, our future success will depend, in part,
on our ability to attract and retain highly skilled employees, including
management, technical and sales personnel. The loss of services of any of our
key personnel, the inability to attract or retain key personnel in the future,
or delays in hiring required personnel could materially harm our business and
results of operations. We may be unable to identify and attract highly
qualified employees in the future. In addition, we may not be able to
successfully assimilate these employees or hire qualified personnel to replace
them.



                                       4
<PAGE>



                                       5
<PAGE>



Risks Related to the Company

We will continue to incur significant increased costs as a result of operating
as a public company, and management will be required to devote substantial time
to new compliance requirements.

      As a public company we incur significant legal, accounting and other
expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented
by the Securities and Exchange Commission and applicable market regulators.
These rules impose various requirements on public companies, including requiring
certain corporate governance practices. Our management and other personnel will
need to devote a substantial amount of time to these new compliance
requirements. Moreover, these rules and regulations will increase our legal and
financial compliance costs and will make some activities more time-consuming and
costly.

      In addition, the Sarbanes-Oxley Act requires, among other things, that we
maintain effective internal controls for financial reporting and disclosure
controls and procedures. In particular, commencing in 2007, we must perform
system and process evaluations and testing of our internal controls over
financial reporting to allow management and our independent registered public


                                       7
<PAGE>

accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Such
testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over financial
reporting that are deemed to be material weaknesses. Compliance with Section 404
may require that we incur substantial accounting expenses and expend significant
management efforts. If we are not able to comply with the requirements of
Section 404 in a timely manner, or if our accountants later identify
deficiencies in our internal controls over financial reporting that are deemed
to be material weaknesses, the market price of our common stock could decline
and we could be subject to sanctions or investigations by the Commission or
other applicable regulatory authorities.

Risks Related to the Common Stock

There is no public market for the common stock.

     There is currently no public trading market for our common stock.Therefore
there is no central place, such as stock exchange or electronic trading system,
to resell your shares. If you do want to resell your shares, you will have to
locate a buyer and negotiate your own sale.  We intend to have a registered
broker-dealer submit an application for a quotation of our common stock on the
Over-The-Counter Bulletin Board (the "OTC Bulletin Board"). Although we intend
to apply to have our common stock quoted on the OTC Bulletin Board, there can
be no assurance that our common stock will ever be quoted on the OTC Bulletin
Board or that any market for our stock will ever develop.


The common stock may be deemed penny stock with a limited trading market.

      Our common stock is not listed on any public market.  We intend to
seek a listing in the Over-The-Counter
Market on the NASD Electronic Bulletin Board or in the "pink sheets" maintained
by the National Quotation Bureau, Inc., which are generally considered to be
less efficient markets than markets such as NASDAQ or other national exchanges,
and which may cause difficulty in conducting trades and difficulty in obtaining
future financing. Further, our securities are subject to the "penny stock rules"
adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The penny stock rules apply to non-NASDAQ
companies whose common stock trades at less than $5.00 per share or which have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
operating for three or more years). Such rules require, among other things, that
brokers who trade 'penny stock' to persons other than 'established customers'
complete certain documentation, make suitability inquiries of investors and
provide investors with certain information concerning trading in the security,
including a risk disclosure document and quote information under certain
circumstances. Many brokers have decided not to trade "penny stock" because of
the requirements of the penny stock rules and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited. In
the event that we remain subject to the "penny stock rules" for any significant
period, there may develop an adverse impact on the market, if any, for our
securities. Because our securities are subject to the "penny stock rules"
investors will find it more difficult to dispose of our securities.

      Further, for companies whose securities are traded in the Over-The-Counter
Market, it is more difficult: (i) to obtain accurate quotations; (ii) to obtain
coverage for significant news events because major wire services, such as the
Dow Jones News Service, generally do not publish press releases about such
companies, and (iii) to obtain needed capital.


                                       8
<PAGE>

We have not and do not anticipate paying any dividends on our common stock;
because of this our securities could face devaluation in any future market.

      We have paid no dividends on our common stock to date and it is not
anticipated that any dividends will be paid to holders of our common stock in
the foreseeable future. While our dividend policy will be based on the operating
results and capital needs of the business, it is anticipated that any earnings
will be retained to finance our future expansion and for the implementation of
our business plan. Lack of a dividend can further affect the market value of our
common stock, and could significantly affect the value of any investment in us.

Item 2.  Description of Property.

      The assets of our Company include cash, equipment (consisting of a
computer and office supplies), and land located in Douglas, Arizona.

Item 3.  Legal Proceedings.

      There are no material litigation proceedings currently pending.

Item 4.  Submission of Matters to a Vote of Security Holders.

      No matters were submitted to the vote or consent of the holders of our
outstanding shares of our common stock during the fourth quarter ended
March 31, 2008.

                                     PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
         Business Issuer Purchases of Equity Securities.

      Market Information.

      Our common stock, $.001 par value, is currently not traded on any
public market.

      Holders of Securities.

      As of March 31, 2008, there were 3 holders of record of our common
stock.

      Our common stock is covered by a Commission rule that imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors, which are
generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser


                                       9
<PAGE>

and transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell our securities and also may affect the ability of
purchasers of our common stock to sell their shares in the secondary market. It
may also cause fewer broker-dealers to be willing to make a market in our common
stock, and it may affect the level of news coverage we receive.

      Dividends.

      We have not declared or paid any cash dividends on our common stock since
our inception, and our board of directors currently intends to retain all
earnings for use in the business for the foreseeable future. Any future payment
of dividends will depend upon our results of operations, financial condition,
cash requirements and other factors deemed relevant by our board of directors.
There are currently no restrictions that limit our ability to declare cash
dividends on its common stock and we do not believe that there are any that are
likely to do so in the future.

      Securities Authorized for Issuance Under Equity Compensation Plans.

      We granted no options during our fiscal year ended March 31, 2008. As
of March 31, 2008, we had no equity compensation arrangements or plans either
approved or not approved by our stockholders.

Item 6.  Management's Discussion and Analysis or Plan of Operations.

Results of Operations

The fiscal year ended March 31, 2008 compared to the period from August 17,
2006 (inception) to March 31, 2007.

      We did not earn any revenues during the twelve-month period ending
March 31, 2008. During the twelve-month period ended March 31, 2008, we
incurred operating expenses in the amount of $21,675, compared to operating
expenses of $2,640 incurred during the period from August 17, 2006 (inception)
to March 31, 2007. These operating expenses were comprised of accounting,
audit, and other professional fees of $13,505 (2007: $Nil), general and
administration costs of $5,075 (2007: $1,222), and organization costs of
$3,095 (2007: $1,418) The increase in operating expenses during the twelve
months ended March 31, 2008, compared to the period from August 17, 2006
(inception) to March 31, 2007, was due to the increase in professional fees,
general and administrative costs, and organization costs.

      As of March 31, 2008, the Company had cash of $47,795 and liabilities
totaling $0 for working capital $47,795 compared to working capital of $68,387
as of March 31, 2007.

Plan of Operations

    For the next twelve months our plans include completing our stock offering
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 the funding from our offering 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.


                                       10
<PAGE>

Liquidity; Capital Resources

      As of March 31, 2008, our there were no outstanding loans on the
Company's books and we had liabilites of $0.

      On September 20, 2007, our initial Registration Statement on Form SB-2
became effective. As of March 31, 2008 we have issued 0 shares of common stock
under this registration statement for aggregate net cash proceeds of $0 to our
working capital.

      We have not generated any revenue since inception and are dependent upon
obtaining financing to pursue development of our health and fitness center.
For these reasons, our auditors believe that there is substantial doubt that
we will be able to continue as a going concern.

      We may issue additional shares of capital stock to raise additional cash
for working capital in the next twelve months. If we issue additional shares of
capital stock, our stockholders will experience dilution in their respective
percentage ownership in our Company. We have not decided on the amount of the
cash needed for working capital at this point. Working capital will be used for
site development, new equipment, and business operations.

Off-Balance Sheet Arrangements

      We have never entered into any off-balance sheet financing arrangements
and have never established any special purpose entities. We have not guaranteed
any debt or commitments of other entities or entered into any options on
non-financial assets. We have no off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to any
investor in our securities.

Item 7.  Financial Statements.

      The following financial information required by this item is set forth
elsewhere in this Annual Report, beginning on page F-1:

                                                                        Page No.

      Report of Independent Registered Public Accounting Firm.......... F-2

      Balance Sheets at March 31, 2008 and 2007........................ F-3


                                       11
<PAGE>

      Statements of Operations for year ended March 31, 2008
      and for the periods from August 17, 2006 (Inception)
      to March 31, 2007 and March 31, 2008............................. F-4

      Statements of Cash Flows for year ended March 31, 2008
      and for the periods from August 17, 2006 (Inception)
      to March 31, 2007 and March 31, 2008............................. F-5

      Statements of Changes in Stockholders' Equity for
      the period from August 17, 2006 (Inception)
      through March 31, 2008........................................... F-6

      Notes to Financial Statements.................................... F-7

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

      Not Applicable.

Item 8A. 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, 2008, 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, 2008, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


                                       12
<PAGE>

Item 8B. Other Information.

      Not applicable.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

      The following table sets forth information at May 20, 2008 with
respect to our current directors, executive officers and significant employees:

           Name                      Age          Position
           ----                      ---          --------

           Michael A. Klinicki       42           Chief Executive Officer,
                                                  President, Chief Financial
                                                  Officer, Secretary, Director

           Michael P. Giertych       42           Director

           Nemer Hassey              36           Vice President, Development

      The business experience of each or 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.  Mr.
Klinicki is 9-year resident of Vail, Arizona.



                                       13
<PAGE>

Michael P. Giertych, Director

      Michael Giertych has been on the board of directors since our inception
in August 2006.  Mr. Giertych is a "retiree" of the internet boom, having worked
over 12 years at companies such as StrataCom and Cisco Systems, which have been
at times some of the fastest growing companies, and darlings of the stock
market. He spent most of his energy as a Manager, Technical Lead, and software
engineer on special projects for the internet infrastructure. He is currently
the President of Bailey Park Investments, a private real estate and venture
capital corporation he founded in 2004. Also, he has overseen the founding of
multiple private companies, such as illogix, Real Gizmos, Complex Sports, and
Gold Cal Juniors, where he also serves as its CFO. Parts of his responsibilities
include founding Bailey Investment Groups, which pairs like-minded investors
with business opportunities as they arise, the latest being a private Pizza
Chain Developer, BIG SPQR. Michael obtained his degree in Computer Science from
California State University, Chico, in 1988, with a minor in mathematics.

Nemer E. Hassey, Vice President

      Mr. Hassey provides Cienega Creek with expertise in fitness facility
planning and development.  Concurrently he holds the positions of assistant
principal and head football coach at Cienega High School (CHS) in Vail, Arizona.
Prior to CHS Mr. Hassey served four years as head football coach at Sahuaro High
School (SHS) in Tucson, Arizona. Mr. Hassey holds a bachelors degree in
Education from the University of Arizona and a master's degree from Northern
Arizona University.


Section 16(a) Beneficial Ownership Reporting Compliance

      Our common stock is not currently registered under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and accordingly our directors,
officers and holders of 10% or more of our common stock are not required to file
statements of beneficial ownership with regards to their ownership of our equity
securities under Section 16 of the Exchange Act. The reports and certain other
information under the Exchange Act filed by us with the Commission during our
fiscal years ended March 31, 2007 and 2008 were filed pursuant to the rules
under Section 15(d) of the Exchange Act.

Code of Ethics

      We have not adopted a Code of Ethics with respect to our officers because
we have not been an operating company. However, with the completion of the
public stock offering and our initial business development, we intend to adopt a
Code of Ethics in the reasonably foreseeable future.

Committees

      We do not currently have either an Audit Committee, Nominating Committee
or Compensation Committee. Our board of directors believes that our having no
committees during our 2008 fiscal year was appropriate by reason of (i) the
nominal operations and nominal assets associated with our prior status as a
"shell company" and (ii) the lack of any requirements for such committees under
the regulations of the OTC Bulletin Board on which we intend for our common
stock to trade on. However, with the completion of stock offering and the
commencement of development our health and fitness center it is our intention
to create an Audit Committee, together with such other
committees as our board deems advisable, in the reasonably foreseeable future.

Change in Control Arrangements

      There are currently no arrangements that would result in a change in
control of our Company.


                                       14
<PAGE>

Item 10. Executive Compensation.

      The following table shows the compensation of our executive officers for
the fiscal years ended March 31, 2008 and March 31, 2007:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                       Long-Term Compensation
                                                                       ----------------------
                                         Annual Compensation                   Awards
                                    ---------------------------------------------------------
            Name and                                                    Securities Underlying         All Other
       Principal Position                Year           Salary ($)           Options (#)             Compensation
-----------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                     <C>                      <C>
Michael Klinicki,                      08-17-06         $0                     None                     None
                                    (inception) to
  President, Chief  Executive          03-31-08
  Officer, Chief Financial Officer,
  Seretary, Treasurer, Director

Michael Giertych,                      08-17-06         $0                     None                     None
                                    (inception) to
  Director                             03-31-08
  Officer,  Treasurer and
  Director

Nemer Hassey                           06-05-07 to      $0                     None                     None
                                       03-31-08
  Vice President, Development

</TABLE>

----------

Option Grants in the Last Fiscal Year.

      As shown in the below table, during fiscal year ended March 31, 2008, we
have not granted stock options to our named executive officers, as follows:

                    Option Grants in Last Fiscal Year (2007)

<TABLE>
<CAPTION>
                                                                        % of Total
                                                      No. of             Options
                                                    Securities          Granted to
                                                    Underlying          Employees
                                                      Options           in Fiscal         Exercise         Expiration
Name                               Year             Granted (1)            Year            Price              Date
-----------------              -----------          -----------         -----------       --------         ----------
<S>                            <C>                     <C>                 <C>              <C>               <C>
Michael Klinicki                 08-17-06              None                None             None              None
                                (inception)
                                    to
                                 03-31-08

Michael Giertych                 08-17-06              None                None             None              None
                                (inception)
                                    to
                                 03-31-08

Nemer Hassey                     06-05-07 to           None                None             None              None
                                 03-31-08
</TABLE>


                                       15
<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

      During our fiscal year ended March 31, 2008, 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, 2008 and the value of any in-the-money stock options, vested and
unvested, as of such date.

<TABLE>
<CAPTION>
                                      No. of Securities                 Value of Unexercised In-The-Money Options
Name                              Underlying Options Granted                       at March 31, 2008 (1)
-----------------             ------------------------------            -----------------------------------------

                              Exercisable          Unexercisable          Exercisable             Unexercisable
                              -----------          -------------          -----------             -------------

<S>                               <C>                  <C>                   <C>                      <C>
Michael Klinicki                  None                 None                  None                     None


Michael Giertych                  None                 None                  None                     None


Nemer Hassey                      None                 None                  None                     None
</TABLE>

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 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

      As of May 20, 2008, we had 8,370,000 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:

<TABLE>
<CAPTION>
        Name and Address              Amount and Nature of            Percent of
    of Beneficial Owner (1)         Beneficial Ownership (2)     Outstanding Shares (3)
--------------------------------    ------------------------     ----------------------
<S>                                        <C>                          <C>
Michael Klinicki                              300,000                    3.5 %

Michael Giertych                            7,000,000                   83.6 %

Nemer Hassey*                                  70,000                    0.8 %

All Officers & Directors as
a Group (3 persons)                         7,370,000                   87.9 %
</TABLE>

----------
      (*) Less than 1%


                                       16
<PAGE>

      (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 May 20, 2008. 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
May 20, 2008, have been exercised.

      (3) Based on 8,370,000 shares of our common stock outstanding.


Item 12. Certain Relationships and Related Transactions, and Director
         Independence.

Relationships and Related Transactions.

      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 completion of our fitness center.
There are no formal written or implied agreements to pay rent for our office
space at this time.


                                       17
<PAGE>

      Except for the collective transactions described above, we have not
entered into any other transactions with our officers, directors, persons
nominated for these positions, beneficial owners of 5% or more of our common
stock, or family members of these persons, wherein the amount involved in the
transaction or a series of similar transactions exceeded $60,000.

Director Independence.

      Currently we do not maintain a director independence standard. The OTC
Bulletin Board, on which we intend to have our common stock traded, does not
maintain director independence standards.

Item 13. Exhibits.

      Documents filed as part of this Annual Report:

      Exhibit Nos.   Description of Exhibit
      ------------   ----------------------

      3.1            Articles of Incorporation (incorporated herein by
                     reference to Exhibit 3.1 to the Company's registration
                     statement on Form SB-2, filed July 12, 2007).

      3.2            By-Laws (incorporated herein by reference to Exhibit 3.2
                     of the Company's registration statement on Form SB-2,
                     filed July 12, 2007).

      31.1           Certification of Chief Executive Officer required by Rule
                     13a-14(a) under the Exchange Act.

      31.2           Certification of Chief Financial Officer required by Rule
                     13a-14(a) under the Exchange Act.

      32.1           Certification of Chief Executive Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     Sarbanes-Oxley Act of 2002.

      32.2           Certification of Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     Sarbanes-Oxley Act of 2002.


                                       18
<PAGE>

Item 14. Principal Accountant Fees and Services.

      For fiscal years ended March 31, 2008 and 2007, the aggregate fees billed
by Moore & Associates, Chartered, our principal independent accounting firm, for
professional services were as follows:

                                                Fiscal Year Ended
                                                -----------------
                                      March 31, 2008          March 31, 2007
                                      -------------           -------------
            Audit Fees (1)                $5,500                  $   --
            Audit-Related Fees (2)         1,745                      --
            Tax Fees (3)                      --                      --
            All Other Fees                    --                      --

----------

(1)   Fees for audit services include fees associated with the annual audit and
      the review of the Company's quarterly reports on Form 10-QSB. Also
      includes fees associated with Securities and Exchange Commission
      registration statements, comfort letters and consents.

(2)   Audit-Related services consist primarily of accounting consultations.

(3)   Tax services consist primarily of the preparation of Company federal
      income tax returns.

      As of March 31, 2008, we did not have a formal documented pre-approval
policy for the fees of our principal accounting firm.


                                       19
<PAGE>

                                   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: May 20, 2008            By:  /s/ Michael A. Klinicki
                                   ---------------------------------------
                                   Michael A. Klinicki, Chief Executive 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.

Signature                                                       Date
---------                                                       ----


/s/ Michael A. Klinicki                                         May 20, 2008
------------------------------------------------------
Michael Klinicki,
Chief Executive Officer (principal executive officer),
Chief Financial Officer (principal financial and
accounting officer) and Director


                                       20
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page No.

      Report of Independent Registered Public Accounting Firm.......... F-2

      Balance Sheets at March 31, 2008 and 2007........................ F-3

      Statements of Operations for year ended March 31, 2008 and for the
      periods from August 17, 2006 (Inception)
      to March 31, 2007 and March 31, 2008............................. F-4

      Statements of Cash Flows for year ended March 31, 2008 and for the
      periods from August 17, 2006 (Inception)
      to March 31, 2007 and March 31, 2008............................. F-5

      Statements of Changes in Stockholders' Equity for
      the period from August 17, 2006 (Inception)
      through March 31, 2008........................................... F-6

      Notes to Financial Statements.................................... F-7


                                      F-1
<PAGE>

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, 2008, and the related
statements of operations, stockholders' equity and cash flows for the year
ended March 31, 2008, from inception on August 17, 2006 through March 31, 2007,
and from inception August 17, 2006 through March 31, 2008.
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, 2008, and the related
statements of operations, stockholders' equity and cash flows for the year end
March 31, 2008, from inception on August 17, 2006 through March 31, 2007,
and from inception August 17, 2006 through March 31, 2008, 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 $22,904 as of
March 31, 2008, 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
October 24, 2007

               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7499 Fax (702) 253-7501


                                      F-2
<PAGE>

                           CIENEGA CREEK HOLDINGS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                             March 31, 2008 and 2007
                             (Stated in US Dollars)

                                                           2008         2007
                                     ASSETS

Current
   Cash and cash equivalents                             $ 47,795       68,387
                                                         --------     --------
      Total Current Assets                                 47,795       68,387
                                                         --------     --------
Equipment, net                                              1,301          973
                                                         --------     --------
TOTAL ASSETS                                             $ 49,096       69,360
                                                         ========     ========

                                   LIABILITIES

Current
   Accounts payable and accrued liabilities              $      -            -
                                                         --------     --------
TOTAL CURRENT LIABILITIES                                       -            -
                                                         --------     --------

                            STOCKHOLDERS' EQUITY

Capital stock
   Common: 75,000,000 shares authorized, $0.001 par value,
   7,200,000 shares issued and outstanding                  7,200        7,200
Additional paid in capital                                 64,800       64,800
Deficit accumulated during the development stage          (22,904)      (2,640)
                                                         --------     --------
  Total Stockholders' Equity                               49,096       69,360
                                                         --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 49,096     $ 69,360
                                                         ========     ========


    The accompanying notes are an integral part of these financial statements


                                      F-3
<PAGE>

                            CIENEGA CREEK HOLDINGS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                    August 17,        August 17,
                                                     Year              2006              2006
                                                    Ended           (inception)       (inception)
                                                  March 31,         to March 31,       to March 31,
                                                     2008              2007              2008
                                                 -------------     -------------     -------------
<S>                                              <C>               <C>               <C>
Revenues                                         $           -                 -                 -

Operating Expenses
   General and Administrative                           21,675             2,640            24,315
                                                 -------------     -------------     -------------
     Total Operating Expenses                           21,675             2,640            24,315
                                                 -------------     -------------     -------------
Income (Loss) From Operations                          (21,675)           (2,640)          (24,315)
                                                 -------------     -------------     -------------

Other Expenses
   Interest income                                       1,411                 -             1,411
                                                 -------------     -------------     -------------
     Total Other Expenses                                1,411                 -             1,411

NET LOSS FOR THE PERIOD                          $     (20,264)    $      (2,640)    $     (22,904)
                                                 =============     =============     =============

Basic loss per share                             $       (0.00)    $       (0.00)
                                                 =============     =============

Weighted average number of shares outstanding        7,200,000         7,200,000
                                                 =============     =============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          August 17,        August 17,
                                                          Year              2006              2006
                                                         Ended           (inception)       (inception)
                                                        March 31,         to March 31,      to March 31,
                                                          2008              2007              2008
                                                      -------------     -------------     -------------
<S>                                                   <C>               <C>               <C>
Cash Flows From
 Operating Activities
   Net loss for the period                            $     (20,264)    $      (2,640)    $     (22,904)

   Adjustments to Reconcile Net Loss to Net
   Cash used by Operating Activities:
     Depreciation and amortization                              198                16               214
                                                      -------------     -------------     -------------
  Net Cash Used by Operating Activities                     (20,066)           (2,624)          (22,690)
                                                      -------------     -------------     -------------

Cash Flows From
 Investing Activity
   Purchase of fixed assets                                    (526)             (989)           (1,515)
                                                      -------------     -------------     -------------
  Net Cash Used by Investing Activities                        (526)             (989)           (1,515)
                                                      -------------     -------------     -------------

Cash Flows From
 Financing Activities
   Issuance of common stock for cash                              -            72,000            72,000
                                                      -------------     -------------     -------------
  Net Cash Provided by Financing Activities                       -            72,000            72,000
                                                      -------------     -------------     -------------

Net Increase(Decrease) in Cash                              (20,592)           68,387            47,795

Cash, beginning of the period                                68,387                 -                 -
                                                      -------------     -------------     -------------
Cash, end of the period                               $      47,795     $      68,387     $      47,795
                                                      =============     =============     =============

Supplementary disclosure of cash flow information:
  Cash paid for:
       Interest                                       $           -     $           -     $           -
                                                      =============     =============     =============
       Income Taxes                                   $           -     $           -     $           -
                                                      =============     =============     =============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-5
<PAGE>

                           CIENEGA CREEK HOLDINGS, INC.
                          (A Development Stage Company)
                     STATEMENTS OF STOCKHOLDERS' EQUITY for
           the period August 17, 2006 (Inception) to March 31, 2008
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        Accumulated
                                                  Common Shares                           Common         During the
                                                  -------------           Paid in         Shares        Development
                                              Number      Par Value       Capital      Subscription        Stage          Total
                                             ---------   ------------   ------------   ------------    ------------    ------------
<S>                                          <C>         <C>            <C>            <C>             <C>             <C>

Balance, August 17, 2006 (Inception)                --   $         --   $         --   $         --    $         --    $         --
Issued for cash:
Common stock June 30, 2007 - at $0.01        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
                                             =========   ============   ============   ============    ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-6
<PAGE>

                            CIENEGA CREEK HOLDINGS, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                             March 31, 2008 and 2007
                             (Stated in US Dollars)

Note 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 business of operating
health and fitness gyms. The Company has not realized revenues from operations
as of March 31, 2008 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, 2008 and 2007.

                             (Loss)       Shares       Basic(Loss)Per Share
                             (Numerator)(Denominator)		Amount
For the Period Ended         $   (20,264)  7,200,000          $  (0.00)
For the Period Ende          $    (2,640)  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, 2008 and 2007.



                                      F-7
<PAGE>

Cienega Creek Holdings, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2008 and 2007
(Stated in US Dollars) - Page 2

Note 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 $1,079 and $-0- as of
March 31, 2008 and 2007, 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,
                                                   2008              2007.
  Income tax expense at statutory rate       $   (7,903)          $(1,030)

  Valuation allowance                             7,903             1,030

  Income tax expense per books               $       -0-          $    -0-

Net deferred tax assets consist of the following components as of:

                                                         March 31,
                                                   2008              2007
NOL Carryover                                $    8,933           $ 1,030
Valuation allowaance                             (8,933)           (1,030)

Net deferred tax asset                       $       -0-          $    -0-



                                      F-8
<PAGE>

Cienega Creek Holdings, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2008 and 2007
(Stated in US Dollars) - Page 3

Note 1 - Summary of Significant Accounting Policies (Continued)

Income Taxes (Continued)
The Company has a net operating loss carryover of $22,904 as of March 31, 2008
which expires in 2028. 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, 2008, the Company has not issued any share-based payments to
its employees.

The Company adopted SFAS No. 123R 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. 123R.

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.



                                      F-9
<PAGE>

Cienega Creek Holdings, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2008 and 2007
(Stated in US Dollars) - Page 4

Note 1 - Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair value Measurements, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning January 1, 2008. The Company is
currently assessing the potential impact that adoption of SFAS No. 157.would
have on the financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 gives the irrevocable
option to carry many financial assets and liabilities at fair values, with
changes in fair value recognized in earnings. SFAS No. 159 is effective
beginning January 1, 2008, although early adoption is permitted. The Company is
currently assessing the potential impact that adoption of SFAS No. 159 will
have on the financial statements.

The FASB has revised SFAS No. 141.  This revised statement establishes uniform
treatment for all acquisitions.  It defines the acquiring company.  The
statement further requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any non-controlling interest in the acquired at the
acquisition date, measured at their fair market values as of that date.  It
requires the acquirer in a business combination achieved in stages to recognize
the identifiable assets and liabilities, as well as the non-controlling interest
in the acquired, at the full amounts of their fair values. This changes the way
that minority interest is recorded and modified as a parent's interest in a
subsidiary changes over time.  This statement also makes corresponding
significant amendments to other standards that related to business combinations,
namely, 109, 142 and various EITF's.  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.  The Company believes the implementation of this standard will have no
effect on our financial statements.

Revenue Recognition
The Company will determine its revenue recognition policies upon commencement
of principle operations.


                                      F-10
<PAGE>

Cienega Creek Holdings, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2008 and 2007
(Stated in US Dollars) - Page 5

Note 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 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.

Note 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
$22,904 as of March 31, 2008.  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.

Note 4 - EQUIPMENT

Property and equipment are stated at cost.  Depreciation expense for the years
ended March 31, 2008 and 2007 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, 2008 and 2007 equipment consisted of the following:

                                       2008                2007
Equipment                     $       1,515          $      989
Accumulated depreciation               (214)                (16)
Total                         $       1,301          $      973


                                      F-11