U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2007
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-52179
Chatsworth Acquisitions I, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
20-3654141
(I.R.S. Employer Identification Number)
c/o DAS Consulting LLC, 56 Pine Street, #11F, New York, New York 10005
(Address of Principal Offices)
212-750-3355
(Issuer’s Telephone number)
No Change
(Former name, former address and former fiscal year, if changed since last report)
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 o.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,000,000 shares of common stock, par value $.001 per share, outstanding as of March 17, 2008.
Transitional Small Business Disclosure Format (Check one): Yes o No x
CHATSWORTH ACQUISITIONS I, INC.
- INDEX -
| | | Page | |
PART I – FINANCIAL INFORMATION: | | | | |
| | | | | |
| Item 1. Financial Statements: | | | | |
| | | | | |
| Balance Sheet as of December 31, 2007 (unaudited) | | | F-1 | |
| | | | | |
| Statements of Operations for the Three and Nine Months Ended December 31, 2007 and 2006 and for the Period from Inception (July 22, 2005) to December 31, 2007 (unaudited) | | | F-2 | |
| | | | | |
| Statements of Cash Flows for the Nine Months Ended December 31, 2007 and 2006 and for the Period from Inception (July 22, 2005) to December 31, 2007 (unaudited) | | | F-3 | |
| | | | | |
| Notes to Financial Statements | | | F-4 | |
| | | | | |
| Item 2. Management's Discussion and Analysis or Plan of Operation | | | 1 | |
| | | | | |
| Item 3. Controls and Procedures | | | 1 | |
| | | | | |
PART II – OTHER INFORMATION: | | | | |
| | | | | |
| Item 1. Legal Proceedings | | | 2 | |
| | | | | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | | 2 | |
| | | | | |
| Item 3. Defaults Upon Senior Securities | | | 2 | |
| | | | | |
| Item 4. Submission of Matters to a Vote of Security Holders | | | 2 | |
| | | | | |
| Item 5. Other Information | | | 2 | |
| | | | | |
| Item 6. Exhibits | | | 3 | |
| | | | | |
| Signatures | | | 4 | |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Chatsworth Acquisitions I, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 2007
ASSETS | | | | |
| | | | | |
CURRENT ASSETS | | | | |
| Cash and cash equivalents | | $ | 11,972 | |
| Advance to shareholder | | $ | 1,865 | |
| Due from Affiliate | | | 174 | |
Total current assets | | | 14,011 | |
| | | | | |
TOTAL ASSETS | | $ | 14,011 | |
| | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
| | | | | |
CURRENT LIABILITIES | | | | |
| Accounts Payable | | | 1,365 | |
Total current liabilities | | | 1,365 | |
| | | | | |
STOCKHOLDERS' EQUITY | | | | |
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | | | - | |
| Common stock, $0.001 par value; 75,000,000 shares authorized; 4,000,000 shares issued and outstanding | | | 4,000 | |
| Additional paid-in capital | | | 65,500 | |
Deficit accumulated during the development stage | | | (56,854 | ) |
| | | | | |
Total stockholders' equity | | | 12,646 | |
| | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 14,011 | |
See accompanying notes to Financial Statements.
Chatsworth Acquisitions I, Inc.
(A Development Stage Company)
Statements of Operations
December 31, 2007
| | | | | | | | | | | For the period | |
| | | For the three | | For the three | | For the nine | | For the nine | | from inception | |
| | | months ended | | months ended | | months ended | | months ended | | (July 22, 2005) | |
| | | December 31, 2007 | | December 31, 2006 | | December 31, 2007 | | December 31, 2006 | | to December 31, 2007 | |
| | | | | | | | | | | | |
REVENUES | | $ | 82 | | $ | - | | $ | 82 | | $ | - | | $ | 82 | |
| | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
| Selling, general and administrative | | | 18,481 | | | 1,343 | | | 27,801 | | | 16,030 | | | 56,936 | |
| | | | | | | | | | | | | | | | | |
NET LOSS | | $ | (18,399 | ) | $ | (1,343 | ) | $ | (27,719 | ) | $ | (16,030 | ) | $ | (56,854 | ) |
| | | | | | | | | | | | | | | | | |
NET LOSS PER SHARE | | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) |
| | | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 3,054,348 | | | 1,271,739 | | | 3,018,182 | | | 1,091,241 | | | 1,852,018 | |
See accompanying notes to Financial Statements.
Chatsworth Acquisitions I, Inc.
(A Development Stage Company)
Statements of Cash Flows
December 31, 2007
| | | For the nine months ended December 31, 2007 | | For the nine months ended December 31, 2007 | | For the period from inception (July 22, 2005) to December 31, 2007 | |
| | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | |
| Net loss | | $ | (27,719 | ) | | (16,030 | ) | $ | (56,854 | ) |
| Adjustments to reconcile net loss to net cash flows from operating activities: | | | | | | | | | | |
| Increase in stock subscription receivable | | | - | | | (25,000 | ) | | - | |
| Increase in due from Chatsworth I | | | (174 | ) | | - | | | (174 | ) |
| Increase in accounts payable | | | 760 | | | 1,343 | | | 1,365 | |
| Net cash flows from operating activities | | | (27,133 | ) | | (39,687 | ) | | (55,663 | ) |
| | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | - | | | - | | | - | |
| | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
| Due to shareholder | | | (3,530 | ) | | 13,165 | | | (1,865 | ) |
| Issuance of common stock | | | 30,000 | | | 25,000 | | | 69,500 | |
| Net cash flows from financing activities | | | 26,470 | | | 38,165 | | | 67,635 | |
| | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (663 | ) | | (1,522 | ) | | 11,972 | |
| | | | | | | | | | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 12,635 | | | 2,000 | | | - | |
| | | | | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 11,972 | | $ | 478 | | $ | 11,972 | |
See accompanying notes to Financial Statements.
Chatsworth Acquisitions I, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
1. Management’s Representation of Interim Financial Information
The accompanying financial statements have been prepared by Chatsworth Acquisitions I, Inc. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at March 31, 2007.
On December 26, 2007, Chatsworth Acquisitions I, Inc. (the “Company”) sold 1,000,000 shares of its common stock, par value $.001 per share (the “Common Stock”), for proceeds equal to $30,000, in a placement offering to accredited investors.
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Plan of Operation
Chatsworth Acquisitions I, Inc. (“we”, “our”, “us” or the “Company”) has not realized any revenues from operations since July 22, 2005 (inception), and its plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
Results of Operations
The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from July 22, 2005 (inception) to December 31, 2007. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Controls and Procedures.
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (the “SEC”) rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal controls.
There have been no changes in our internal controls over financial reporting or in other factors during our most recent fiscal quarter that could significantly affect these controls and procedures during the quarterly period ended December 31, 2007.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On September 26, 2007, the Company commenced a private placement (the “Offering”) of shares (the “Shares”) of its common stock, par value $.001 per share (the “Common Stock”) on a best efforts basis with expected gross proceeds of up to $30,000. The Company offered up to 400 investment units (the “Units”), each Unit consisting of 2,500 Shares at a per Unit price of $75.00.
On December 26, 2007, the Company closed on the sale of the 400 Units or 1,000,000 Shares for proceeds equal to $30,000. The Shares were issued and sold to accredited investors under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and any purchasers are prohibited from offering or selling the Shares purchased in the Offering in the absence of an effective registration statement or an applicable exemption from registration requirements. The Company sold these Shares under the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
The Company plans to use the net proceeds of the Offering as working capital. The Company completed the Offering in order to increase the number of stockholders in the Company so that the Company is more desirable as a public entity with which a private enterprise may wish to combine. In connection with the Offering, the Company has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of the Shares. As of the date of this report, there are 4,000,000 shares of Common Stock issued and outstanding.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-B.
| Exhibit | | Description |
| | | |
| *3.1 | | Certificate of Incorporation, as filed with the Delaware Secretary of State on July 22, 2005. |
| | | |
| *3.2 | | By-Laws. |
| | | |
| 31.1 | | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-QSB for the quarter ended December 31, 2007. |
| | | |
| 32.1 | | Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| * | Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on August 14, 2006, and incorporated herein by this reference. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHATSWORTH ACQUISITIONS I, INC. |
| | | |
| | By: | /s/ Deborah A. Salerno |
| | | Deborah A. Salerno |
| | | President |
