UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 000-52179
CHATSWORTH ACQUISITIONS I, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 20-3654141
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
56 Pine Street, #11F
New York, NY 10005
(Address of Principal Executive Office)
(212) 750-3355
(Issuer's Telephone Number)
- --------------------------------------------------------------------------------
Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of December 31, 2008, a total of 4,000,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Chatsworth Acquisitions I, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, March 31,
2008 2008
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and Equivalents $ 1,382 $ 8,217
Due from Affiliate 1,000 -
-------- --------
TOTAL CURRENT ASSETS 2,382 8,217
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 1,204 4
-------- --------
TOTAL CURRENT LIABILITIES 1,204 4
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 4,000
Additional Paid-In Capital 65,500 65,500
Accumulated Deficit ( 68,322) ( 61,287)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,178 8,213
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,382 $ 8,217
======== ========
The accompanying notes are an integral part of the financial statements.
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Chatsworth Acquisition I, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the period from inception (July 22, 2005) to December 31, 2008
(UNAUDITED)
For the period
For the three For the nine from inception
months ended months ended (July 22, 2005)
December 31, December 31, to December 31,
2008 2007 2008 2007 2008
---- ---- ---- ---- ----
REVENUES: $ - $ 82 $ - $ 82 $ -
--------- --------- --------- --------- ---------
EXPENSES:
Selling, general &
Administrative 1,200 18,481 7,0355 27,801 68,322
--------- --------- --------- --------- ---------
NET LOSS ...................... $ (1,200) $ (18,399) $ (7,035) $ (27,801) $ (68,322)
--------- --------- --------- --------- ---------
NET LOSS PER SHARE ............ $ (0.00) $ (0.01) $ (0.00) $ (0.01) $ (0.03)
========= ========= ========= ========= =========
WEIGHTED NUMBER OF
SHARES OUTSTANDING .......... 4,000,000 3,054,348 4,000,000 3,018,182 2,476,948
========= ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
2
Chatsworth Acquisition I, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
For the period
For the nine For the nine from inception
months ended months ended (July 22, 2005)
December 31, December 31, to December 31,
2008 2007 2008
---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ ( 7,035) $ (27,719) $ (68,322)
Adjustments to Reconcile net loss to
net cash used by operating activities:
Increase in due from affiliate (1,000) ( 174) (1,000)
Increase in accounts payable 1,200 760 1,204
---------- ---------- ----------
Net cash flows from operating activities ( 6,835) (27,133) (68,118)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Due to Shareholder - (3,350) -
Issuance of common stock - 30,000 69,500
---------- ---------- ----------
Net cash flows from financing activities - 26,470 69,500
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (6,835) (663) 1,382
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 8,217 12,635 -
---------- ----------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,382 $ 11,972 $ 1,382
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
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Chatsworth Acquisition I, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(UNAUDITED)
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 generally accepted
accounting principles have been condensed or omitted as allowed by such
rules and regulations. 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, 2008.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q are "forward-
looking statements" (within the meaning of the Private Securities Litigation Re-
form Act of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of
Chatsworth Acquisitions I, Inc. ("we", "us", "our", or the "Company") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although
the company believes its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance the forward-looking statements included in this
Quarterly Report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein,
the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives and plans of the Company
will be achieved.
Description of Business
The Company was incorporated in the State of Delaware on July 22, 2005, and
maintains its principal executive office at c/o DAS Consulting LLC, 56 Pine
Street, #11F, New York, NY 10005. Since inception, the Company has been
engaged in organizational efforts and obtaining initial financing. The Company
was formed as a vehicle to pursue a business combination through the acquisition
of,or merger with, an operating business. The Company filed a Registration
Statement on Form 10-SB with the U.S. Securities and Exchange Commission
(the "SEC") on August 14, 2006, and since its effectiveness, the Company has
focused its efforts to identify a possible business combination.
The Company, based on proposed business activities, is a "blank check"
company. The SEC defines those companies as "any development stage company
that is issuing a penny stock, within the meaning of Section 3(a)(51) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies. Many
states have enacted statutes, rule and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a "shell company", defined in Rule 12b-2 under the Exchange
Act as a company with no or nominal assets (other than cash) and no or
nominal operations. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until
we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for
so long as we are subject to those requirements.
The Company was organized as a vehicle to investigate, and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation.
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The Company's principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with an operating business. The Company will not restrict its candidate
target companies to any specific business, industry, or geographical location
and, thus, may acquire any type of business.
The Company currently does not engage in any business activities that provide
cash flow. During the next twelve months we anticipate incurring costs related
to:
(i) filing Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.
We believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
The Company may consider acquiring a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service,
or is an established business which may be experiencing financial or operating
difficulties and is in need additional capital. In the alternative, a business
combination may involve the acquisition of, or merger with, a company which
does not need substantial additional capital but which desires to establish a
public trading market for its shares while avoiding, among other things, the
time delays, significant expense, and loss of voting control which may occur in
a public offering.
Since our Registration Statement on Form 10-SB went effective, our management
has had contact and discussions with representatives of other entities
regarding a business combination with us. Any target business that is selected
may be a financially unstable and early stage or portential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
The Company anticipates that the selection of a business combination will be
complex amd extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
Liquidity and Capital Resources
As of December 31, 2008, the Company had assets equal to $2,382 comprised
exclusively of cash, cash equivalents, and due from affiliate. This compares
with assets of $3228,comprised exclusively of cash and cash equivalents, as of
6
September 30, 2008. The Company's current liabilities as of December 31, 2008
totaled $1,204, comprised exclusively of accounts payable. This compares to
the Company's current liabilities as of September 30, 2008 of $850, comprised
exclusively of accounts payable. The Company can provide no assurance that
it can continue to satisfy its cash requirements for at least the next
twelve months.
The following is a summary of the Company's cash flows from operating,
investing, and financing activities for the nine months ended December
31, 2008 and December 31,2007 and for the period from inception (July 22,
2005) to December 31, 2008:
<table>
For the Period
Nine months Nine months from Inception
ended ended (July 22, 2005) to
December 31, 2008 December 31, 2007 September 30, 2008
------------------ ------------------ -------------------
Net cash flows from
operating activities $ (6,835) $ (27,133) $ (68,118)
Net cash flows from
investing activities $ - $ - $ -
Net cash flows from
financing activities $ - $ 26,470 $ 69,500
Net effect on cash
and equivalents $ (6,835) $ (663) $ 1,382
</table>
The Company has nominal assets and has generated no revenues since inception.
The Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the
Company is dependent upon certain related parties to provide continued funding
and capital resources. If continued funding and capital resources are
unavailable at reasonable terms, the Company may not be able to implement its
plan of operations.
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 operations from inception (July 22, 2005) to
December 31, 2008. 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. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going concern.
The Company's plan of operation for the next twelve months shall be to continue
its efforts to locate suitable acquisition candidates.
For the nine months ended December 31, 2008, the Company had a net loss of
$7,035, consisting of legal, accounting, audit and other professional service
fees incurred in relation to the filing of the Company's Annual and Quarterly
reports for the year ended March 31, 2008 and the quarters ended June 30, 2008,
and September 30, 2008, respectively. This compares with a net loss of $27,719
for the nine months ended December 31, 2007, consisting of legal, accounting,
audit and other professional service fees incurred in relation to the filing of
the Company's Annual and Quarterly reports for the Year ended March 31, 2007
and the quarters ended June 30, 2007 and September 30, 2007, respectively.
7
For the cumulative period from inception (July 22, 2005) to December 31, 2008,
the Company had a net loss of $68,118, consisting of legal, accounting, audit
and other professional service fees incurred in relation to the formation of the
Company, the filing of the Company's Registration Statement on Form 10-SB in
August of 2006, the filing of the Company's Quarterly Reports on Form 10-QSB and
the filing of the Company's Annual Reports on Form 10-KSB.
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 is
material to investors.
Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide this information.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this item.
ITEM 4. 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
Exchange Act is reported, processed, summarized and reported within the time
periods specified in the SEC's 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, 2008, we carried out an evaluation, under the supervision
and with the participation of our principal executive officer and our 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 our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report.
Change in Internal Controls
There have been no changes in our internal controls over financial reporting
during the quarter ended December 31, 2008 that have materially affected or are
reasonably likely to materially affect our internal controls.
8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of our sole officer and director, the Company is not
a party to any legal proceeding or litigation.
ITEM 1A. Risk Factors.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide information required by this item.
ITEM 2. UNREGISTERED SALES 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
ITEM 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
*3.1 Certificate of Incorporation, as filed with the Delaware
Secretary of State on July 22, 2005.
*3.2 By-Laws.
31.1 Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-0xley
Act of 2002 with respect to the registrant's Quarterly Report on
Form 10-Q for the Quarter ended September 30, 2008.
32.1 Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, 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.
9
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.
DATED: February 9, 2009
CHATSWORTH ACQUISITIONS I, INC.
BY: /S/ DEBORAH SALERNO
----------------------------------
Deborah Salerno, President
7