**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**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





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-52181*


_______________________________________________





**Chatsworth
      Acquisitions II, Inc.**


(Name
      of
      small business issuer in its charter)


______________________________________________





Delaware
            
            20-3720961(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)c/o
                DAS Consulting LLC
              56
                Pine Street, #11F
              New
                York, New York
            
            10005(Address
                of principal executive offices)
            
            (zip
                code)




Issuer’s
      telephone number, including area code:


(212)
      750-3355


_____________________________________________





Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 par value per share


-----------------------------------------


(Title
      of
      Class)








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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes x No o.





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. 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.





The
      issuer’s revenues for fiscal year end March 31, 2008 were $82 .





As
      of
      June 26, 2008, there were 3,000,000 shares of common stock, par value $.001
      per
      share, outstanding





Transitional
      Small Business Disclosure Format (check one): Yes o No x





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding 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 II, Inc. (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 Annual Report will prove to be accurate. In light
      of
      the significant uncertainties inherent in the forward-looking statements
      included herein particularly in view of the current state of our operations,
      the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.










**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Chatsworth
      Acquisitions II, Inc. (“we”, “us”, “our” or 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, New York
      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. However, the Company has not entered into a letter of
      intent or any definitive agreement concerning any target business.





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, rules
      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. 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 potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





**Competition**





The
      Company faces vast competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.




1





**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***There
      may be conflicts of interest between our management and our non-management
      stockholders.***





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations, since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. We have no significant assets
      or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (July 22, 2005) through March 31, 2008, we have incurred a net loss
      of
      $(58,611). We expect that we will incur losses at least until we complete a
      merger or other business combination with an operating business and perhaps
      after such a combination as well. There can be no assurance that we will
      complete a merger or other business combination with an operating business
      or
      that we will ever be profitable.





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.


2





***There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.***





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are, and will continue to be, an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





***Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.***





The
      nature of our operations is highly speculative, and there is a consequent risk
      of loss of your investment. The success of our plan of operation will depend
      to
      a great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





***Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our sole officer has not entered into a written
      employment agreement with us and is not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.***





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.


3





***The
      Company may be subject to further government regulation which would adversely
      affect our operations.***





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





***Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.***





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





***Our
      business will have no revenue from operations unless and until we merge with
      or
      acquire an operating business.***




We
      are a
      development stage company and have had no revenue from operations. We do not
      expect to realize any revenue from operations unless and until we successfully
      merge with or acquire an operating business.





***Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.***





Additional
      risks may exist since we expect to assist a privately held business to become
      public through a “reverse merger.” Securities analysts of major brokerage firms
      may not provide coverage of our Company since there is no incentive to brokerage
      firms to recommend the purchase of our common stock, par value $0.001 per share
      (the “Common Stock”). No assurance can be given that brokerage firms will want
      to conduct any secondary offerings on behalf of our post-merger company in
      the
      future.





***We
      cannot assure you that following a business combination with an operating
      business, our Common Stock will be listed on NASDAQ or any other securities
      exchange.***




Following
      a business combination, we may seek the listing of our Common
      Stock on
      NASDAQ
      or the American Stock Exchange. However, we cannot assure you that following
      such a transaction, we will be able to meet the initial listing standards of
      either of those or any other stock exchange, or that we will be able to maintain
      a listing of our Common
      Stock on
      either
      of those or any other stock exchange. After completing a business combination,
      until our Common
      Stock is
      listed
      on the NASDAQ or another stock exchange, we expect that our  Common
      Stock would
      be
      eligible to trade on the Over-the-Counter Bulletin Board, another
      over-the-counter quotation system, or on the Pink Sheets, where our stockholders
      may find it more difficult to dispose of shares or obtain accurate quotations
      as
      to the market value of our Common
      Stock .
      In
      addition, we would be subject to an SEC rule that, if it failed to meet the
      criteria set forth in such rule, imposes various practice requirements on
      broker-dealers who sell securities governed by the rule to persons other than
      established customers and accredited investors. Consequently, such rule may
      deter broker-dealers from recommending or selling our Common
      Stock ,
      which
      may further affect its liquidity. This would also make it more difficult for
      us
      to raise additional capital following a business combination.


4




***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Common
      Stock . 
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). 
Therefore, outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemption from registration provided by Section 4(1) of the
      Securities Act in accordance with the letter from Richard K. Wulff, Chief of
      the
      Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January
      21, 2000 (the “Wulff Letter”).  The Wulff Letter provides that certain
      private transfers of the shares of common stock may be prohibited without
      registration under federal securities laws.  Further, stockholders may rely
      on the exemption from registration provided by Rule 144 of the Securities Act
      (“Rule 144”), subject to certain restrictions, starting one year after (i) the
      completion of a business combination with a private company in a reverse merger
      or reverse takeover transaction after which the company would cease to be a
      “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the
      disclosure of certain information on a Current Report on Form 8-K within four
      business days thereafter and only if the Company has been current in all of
      its
      periodic SEC filings for the 12 months preceding the contemplated sale of stock.





Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      shares of our Common
      Stock issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form S-1, or some other available form, to register
      for resale such shares of Common
      Stock .
      We
      cannot control this future registration process in all respects as some matters
      are outside our control. Even if we are successful in causing the effectiveness
      of the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of Common
      Stock .


5




In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in a direct or
      "primary" public offering, at a fixed price, if the facts and circumstances
      are
      such that the SEC believes the investors seeking to have their shares registered
      are underwriters and/or affiliates of the issuer. It appears that the SEC in
      most cases will permit a registration for resale of up to one third of the
      total
      number of shares of common stock then currently owned by persons who are not
      affiliates of such issuer and, in some cases, a larger percentage depending
      on
      the facts and circumstances. Staff members also have indicated that an issuer
      in
      most cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors. Since, following a reverse merger
      or business combination, we may have little or no tradable shares of Common
      Stock ,
      it is
      unclear as to how many, if any, shares of Common
      Stock the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in Common
      Stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.





***We
      have never paid dividends on our Common Stock.***





We
      have
      never paid dividends on our Common
      Stock and
      do
      not presently intend to pay any dividends in the foreseeable future. We
      anticipate that any funds available for payment of dividends will be re-invested
      into the Company to further its business strategy.





***The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.***





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      75,000,000 shares of Common
      Stock and
      a
      maximum of 10,000,000 shares of preferred stock, par value $.001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of Common Stock held by our then existing
      stockholders. Moreover, the Common Stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      Common Stock held by our current stockholders. Our Board of Directors has the
      power to issue any or all of such authorized but unissued shares without
      stockholder approval. To
      the
      extent that additional shares of Common Stock or Preferred Stock are issued
      in
      connection with a business combination or otherwise, dilution to the interests
      of our stockholders will occur and the rights of the holders of Common Stock
      might be materially and adversely affected.





***Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of Common Stock.*** ****





In
      order
      to provide an interest in the Company to third parties, our controlling
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale(s) being utilized by the Company to
      repurchase their shares of Common Stock. As a result of such transaction(s),
      our
      management, controlling stockholders and Board of Directors may change.


6





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue shares of Preferred Stock
      with
      dividend, liquidation, conversion, voting, or other rights which could adversely
      affect the voting power or other rights of the holders of the Common
      Stock .
      In the
      event of issuance, the Preferred Stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate activities .





**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company to be threatened or contemplated against it.





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





None.





**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to
      75,000,000  shares
      of
      Common Stock. Our Common Stock is not listed on a publicly-traded market. As
      of
      June 26, 2008, there were 32 holders of record of our Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on Common Stock and does
      not
      intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.


7





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended March 31, 2008.





On
      December 26, 2007, the Company sold 1,000,000 shares of Common Stock for
      aggregate proceeds equal to $30,000 in a private placement offering to
      accredited investors (the “Offering”). The Company sold these shares of Common
      Stock under the exemption from registration provided by Section 4(2) of the
      Securities Act and Regulation D promulgated thereunder.





On
      July
      24, 2007, the Company sold 500,000 shares of Common Stock to Frank L. Kramer
      for
      an aggregate purchase price equal to $6,250. On July 25, 2007, the Company
      sold
      500,000 shares of Common Stock to Philip Yale Berman for an aggregate purchase
      price equal to $6,250. The Company sold these shares of Common Stock under
      the
      exemption from registration provided by Section 4(2) of the Securities
      Act.





On
      July
      22, 2005, the Company sold 1,000,000 shares of Common Stock to Deborah A.
      Salerno, our sole officer and director, for an aggregate purchase price equal
      to
      $12,500. The
      Company sold these shares of Common Stock under the exemption from registration
      provided by Section 4(2) of the Securities Act.





**Registration
      Rights**





In
      connection with the Offering, the Company granted certain demand and piggyback
      registration rights to the investors in the Offering (the “Investors”) pursuant
      to the terms and conditions contained in that certain registration rights
      agreement (the “Registration Rights Agreement”). The following description of
      the Registration Rights Agreement is a summary and is qualified in its entirety
      by the provisions of the Registration Rights Agreement,
      a form
      of which is attached hereto as Exhibit
      4.1.





Pursuant
      to the Registration Rights Agreement, commencing on the date that is thirty
      days
      after the date the Company completes a business combination with a private
      company in a reverse merger or reverse take-over transaction, Investors shall
      each have a separate one-time right to request the Company to register for
      resale the shares of the Common Stock held by such persons. The Company is
      required to cause the registration statement filed as a result of such requests
      to be declared effective under the Securities Act as promptly as possible after
      filing and must keep the registration statement continuously effective under
      the
      Securities Act until the earlier of (i) two years after its effective date,
      (ii)
      such time as all of the shares of Common Stock covered by such registration
      statement have been publicly sold by the Investors, or (iii) such time as all
      of
      the shares of Common Stock covered by such registration statement may be sold
      by
      the Investors pursuant to Rule 144(k).





Additionally,
      the Registration Rights Agreement provides the Investors with “piggyback”
registration rights such that at any time there is not an effective registration
      statement covering the shares of Common Stock, and the Company files a
      registration statement relating to an offering for its own account or the
      account of others under the Securities Act of any of its equity securities,
      other than on Form S-4 or Form S-8 (each as promulgated under the Securities
      Act) or their then equivalents relating to equity securities to be issued solely
      in connection with any acquisition of any entity or business or equity
      securities issuable in connection with stock option or other employee benefit
      plans, then the Company is required to send written notice to the Investors
      of
      such intended filings at least twenty (20) days prior thereto and is required
      to
      automatically include in such registration statement all shares of Common Stock
      held by the Investors for resale and offer on a continuous basis pursuant to
      Rule 415; provided, however, that (i) if, at any time after giving written
      notice of its intention to register any securities and prior to the effective
      date of the registration statement filed in connection with such registration,
      the Company determines for any reason not to proceed with such registration,
      the
      Company will be relieved of its obligation to register any shares of Common
      Stock in connection with such registration, (ii) in case of a determination
      by
      the Company to delay registration of its securities, the Company will be
      permitted to delay the registration of shares of Common Stock for the same
      period as the delay in registering such other securities, (iii) each Investor
      is
      subject to confidentiality obligations with respect to any information gained
      in
      this process or any other material non-public information he, she or it obtains,
      (iv) each Investor is subject to all applicable laws relating to insider trading
      or similar restrictions; and (v) if all of the shares of Common Stock of the
      Investors cannot be so included due to certain comments from the SEC, then
      the
      Company may reduce the number of each stockholders’ shares of Common Stock
      covered by such registration statement to the maximum number which would enable
      the Company to conduct such offering in accordance with the provisions of Rule
      415.


8





In
      the
      event all of the shares of Common Stock of the Investors cannot be included
      in a
      Registration Statement due to certain comments from the SEC or underwriter
      cutbacks, then the Company, unless otherwise prohibited by the SEC, shall cause
      the shares of Common Stock of the Investor to be included in such registration
      statement to be reduced pro rata based on the number of shares of Common Stock
      held by all holders of registration rights.





The
      Registration Rights Agreement provides for cash to be paid to the Investors
      are
      partial liquidated damages in the event the Company does not file a registration
      statement pursuant to the terms set forth therein or fails to act in certain
      other respects prescribed in the Registration Rights Agreement. Additionally,
      if
      within 12 months after the closing of a reverse merger, registration statements
      covering all of the shares of Common Stock are not effective, the Investor
      will
      have the option, at any time thereafter, to require the Company to repurchase
      all of the Investor’s shares of Common Stock.





The
      registration rights granted to Investors shall terminate on the earliest date
      when all shares of Common Stock of the Investors either: (i) have been publicly
      sold by the Investors pursuant to a registration statement, (ii) have been
      covered by an effective registration statement which has been effective for
      an
      aggregate period of twelve months (whether or not consecutive), or (iii) may
      be
      sold by the Investors pursuant to Rule 144(k).





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Since
      our
      formation on July 22, 2005, our purpose has been to effect a business
      combination with an operating business which we believe has significant growth
      potential. We are currently considered to be a “blank check” company in as much
      as we have no specific business plans, no operations, revenues or employees.
      We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the company.





As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.


9





Our
      sole
      officer and director is only required to devote a very limited portion of her
      time to our affairs on a part-time or as-needed basis. We expect to use outside
      consultants, advisors, attorneys and accountants as necessary, none of which
      will be hired on a retainer basis. We do not anticipate hiring any full-time
      employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company from operations during such period, and it is
      unlikely the Company will have any revenue from operations unless it is able
      to
      effect an acquisition of or merger with another 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.




10





**Item
      7. Financial Statements.**




**CHATSWORTH
      ACQUISITIONS II, INC.**


**(A
      Development Stage Company)**




**-
      TABLE OF CONTENTS -**





PageReport
                of Independent Registered Public Accounting Firm
            F
                -
                1Financial
                Statements:Balance
                Sheet as of March 31, 2008
            F
                -
                2Statements
                of Operations for the year ended March 31, 2008 and March 31, 2007
                and for
                the period from inception (July 22, 2005) to March 31,
                2008
            F
                -
                3Statement
                of Stockholders’ Equity (Deficit) for the period from inception (July 22,
                2005) to March 31, 2008
            F
                -
                4Statements
                of Cash Flows for the year ended March 31, 2008 and March 31, 2007
                and for
                the period from inception (July 22, 2005) to March 31,
                2008
            F
                -
                5Notes
                to Financial Statements
            F
                -
                6










**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors


Chatsworth
      Acquisitions II, Inc.


New
      York,
      NY





We
      have
      audited the accompanying balance sheet of Chatsworth Acquisitions II, Inc.
      (the
“Company”) (a development stage company) as of March 31, 2008, and the related
      statements of operations, stockholders’ equity, and cash flows for the years
      ended March 31, 2008 and 2007, and the period from inception ( J uly
      22,
      2005) to 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 the standards of The Public Company
      Accounting Oversight Board (U.S.). Those standards require that we plan and
      perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audits included consideration of internal control
      over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also 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 Chatsworth Acquisitions II, Inc.
      as
      of March 31, 2008, and the results of its operations and cash flows for the
      years ended March 31, 2008 and 2007, and for the period from inception (July
      22,
      2005) to 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 1 to the financial
      statements, the Company has incurred operating losses since its inception and
      has a deficit in stockholders’ equity. These conditions raise substantial doubt
      about its ability to continue as a going concern. The financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty .





Denver,
      Colorado


June
      13,
      2008





/s/
      Comiskey & Company





**PROFESSIONAL
      CORPORATION**




F-1





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**March
      31, 2008**





**ASSETS*****CURRENT
                ASSETS***Cash
                and cash equivalents
            
            $
            6,011Due
                From Affiliate
            
            
            2**Total
                current assets**
            
            
            6,013**TOTAL
                ASSETS**
            
            $
            6,013**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)*****CURRENT
                LIABILITIES***Advance
                from shareholder
            
            $
            7,624**Total
                current liabilities**
            
            
            7,624**STOCKHOLDERS'
                EQUITY (DEFICIT)**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; 3,000,000
                shares
                issued and outstanding
            
            
            3,000Additional
                paid-in capital
            
            
            54,000Deficit
                accumulated during the development stage
            
            
            (58,611
            )**Total
                stockholders' equity (deficit)**
            
            
            (1,611
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
            
            $
            6,013





**The
      accompanying notes are an integral part of the financial
      statements.**


F-2





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**





**For the period****from inception****For the year**
            
            **For
                the year**
            
            **(July
                22, 2005)****ended March 31,**
            
            **ended March 31,**
            
            **to
                March 31,****2008**
            
            **2007**
            
            **2008****REVENUES**
            
            $
            82
            
            $
            -
            
            $
            82**EXPENSES**Selling,
                general and administrative
            
            
            29,568
            
            
            16,625
            
            
            58,693**NET
                LOSS**
            
            $
            (29,486
            )
            $
            (16,625
            )
            $
            (58,611
            )**NET
                LOSS PER SHARE**
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.04
            )**WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING**
            
            
            1,980,874
            
            
            1,000,000
            
            
            1,365,209





**The
      accompanying notes are an integral part of the financial
      statements.**




F-3





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**STATEMENT
      OF STOCKHOLDERS’ EQUITY**


**For
      the period from inception (July 22, 2005) to March 31,
      2008**





**Deficit****accumulated**
            
            **Total****Common stock**
            
            **Additional**
            
            **during the**
            
            **stockholders'****Number of**
            
            
            
            **paid-in**
            
            **development**
            
            **equity****shares**
            
            **Amount**
            
            **capital**
            
            **stage**
            
            **(deficit)**Common
                stock issued for cash, July 22, 2005 at $0.0125 per share
            
            
            1,000,000
            
            $
            1,000
            
            $
            11,500
            
            $
            -
            
            $
            12,500Shareholder
                contributions July 22, 2005
            
            
            -
            
            
            -
            
            
            2,000
            
            
            -
            
            
            2,000Net
                loss for the period ended March 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,500
            )
            
            (12,500
            )Balance,
                March 31, 2006
            
            
            1,000,000
            
            
            1,000
            
            
            13,500
            
            
            (12,500
            )
            
            2,000Net
                loss for the year ended March 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (16,625
            )
            
            (16,625
            )Balance,
                March 31, 2007
            
            
            1,000,000
            
            
            1,000
            
            
            13,500
            
            
            (29,125
            )
            
            (14,625
            )Common
                stock issued for cash, July 24, 2007 at $0.0125 per share
            
            
            500,000
            
            
            500
            
            
            5,750
            
            
            -
            
            
            6,250Common
                stock issued for cash, July 25, 2007 at $0.0125 per share
            
            
            500,000
            
            
            500
            
            
            5,750
            
            
            -
            
            
            6,250Common
                stock issued for cash, December 26, 2007 at $0.03 per
                share
            
            
            1,000,000
            
            
            1,000
            
            
            29,000
            
            
            -
            
            
            30,000Net
                loss for the year ended March 31, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            (29,486
            )
            
            (29,486
            )Balance,
                March 31, 2008
            
            
            3,000,000
            
            $
            3,000
            
            $
            54,000
            
            $
            (58,611
            )
            $
            (1,611
            )




**The
      accompanying notes are an integral part of the financial
      statements.**




F-4




**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**





**For the period****from inception****For the year**
            
            **For
                the year**
            
            **(July 22, 2005)****ended March 31,**
            
            **ended
                March 31,**
            
            **to March 31,****2008**
            
            **2007**
            
            **2008****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (29,486
            )
            $
            (16,625
            )
            $
            (58,611
            )Adjustments
                to reconcile net loss to net cash flows from operating
                activities:(Increase)
                decrease in due from affiliate
            
            
            (2
            )
            
            
            
            
            (2
            )Increase
                (decrease) in accounts payable
            
            
            (605
            )
            
            605
            
            
            -Net
                cash flows from operating activities
            
            
            (30,093
            )
            
            (16,020
            )
            
            (58,613
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**
            
            
            -
            
            
            -
            
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Shareholder
                contributions
            
            
            -
            
            
            
            
            
            2,000Advance
                from shareholder
            
            
            (6,874
            )
            
            14,498
            
            
            7,624Issuance
                of common stock
            
            
            42,500
            
            
            -
            
            
            55,000Net
                cash flows from financing activities
            
            
            35,626
            
            
            14,498
            
            
            64,624**NET
                INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS**
            
            
            5,533
            
            
            (1,522
            )
            
            6,011**CASH
              AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            478
            
            
            2,000
            
            
            -**CASH
              AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            6,011
            
            $
            478
            
            $
            6,011





**The
      accompanying notes are an integral part of the financial
      statements.**


F-5





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**March
      31, 2008 and 2007**





**1.**  **Summary
      of Significant Accounting Policies**





**Development
      Stage Company**


Chatsworth
      Acquisitions II, Inc. (a development stage company) (the "Company") was
      incorporated under the laws of the State of Delaware on July 22, 2005. The
      principal office of the corporation is 56 Pine Street, 11F, New York, NY
      10005.





The
      Company is a new enterprise in the development stage as defined by Statement
      No. 7 of the Financial Accounting Standards Board and has not engaged in
      any business other than organizational efforts. It has no full-time employees
      and owns no real property. The Company intends to operate as a capital market
      access corporation by registering with the U.S. Securities and Exchange
      Commission under the Securities Exchange Act of 1934. After this, the Company
      intends to seek to acquire one or more existing businesses that have existing
      management, through merger or acquisition. Management of the Company will have
      virtually unlimited discretion in determining the business activities in which
      the Company might engage.





**Accounting
      Method**


The
      Company records income and expenses on the accrual method.





**Loss
      per Share**


Loss
      per
      share was computed using the weighted average number of shares outstanding
      during the period. Shares issued to insiders in anticipation of a public
      offering have been accounted for as outstanding since inception.





**Organization
      Costs**


Costs
      to
      incorporate the Company are charged to expense as incurred.





**Financial
      Instruments**


Unless
      otherwise indicated, the fair value of all reported assets and liabilities
      that
      represent financial instruments (none of which are held for trading purposes)
      approximate the carrying values of such amount.





**Statements
      of Cash Flows**


For
      purposes of the statements of cash flows, the Company considers all highly
      liquid debt instruments purchased with an original maturity of three months
      or
      less to be cash equivalents.





**Use
      of Estimates**


The
      preparation of the Company's financial statements in conformity with generally
      accepted accounting principles requires the Company's management to make
      estimates and assumptions that effect the amounts reported in these financial
      statements and accompanying notes. Actual results could differ from those
      estimates.





**Consideration
      of Other Comprehensive Income Items**


SFAS 130 —
      Reporting Comprehensive Income, requires companies to present comprehensive
      income (consisting primarily of net income plus other direct equity changes
      and
      credits) and its components as part of the basic financial statements. For
      the
      period ended March 31, 2008, the Company’s financial statements do not contain
      any changes in equity that are required to be reported separately in
      comprehensive income.





**Stock
      Basis**


Shares
      of
      common stock issued for other than cash have been assigned amounts equivalent
      to
      the fair value of the service or assets received in exchange.




F-6


**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**March
      31, 2008 and 2007**





**1.**  **Summary
      of Significant Accounting Policies (continued)**





**Recent
      Pronouncements**


In
      December 2007, the Financial Accounting Standards Board (“FASB”) revised
      Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
      Combinations”. This Statement requires an acquirer to measure the identifiable
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      the
      acquire at their fair values on the acquisition date, with goodwill being the
      excess value over the net identifiable assets acquired. SFAS No. 141® is
      effective as of the beginning of the Company’s first fiscal year beginning on or
      after December 15, 2008. The Company does not expect application of SFAS No.
      141
® to have a material effect on its financial statements.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements – an amendment
      of
      ARB No. 51”. This Statement clarifies that a noncontrolling interest in a
      subsidiary should be reported as equity in consolidated financial statements.
      The calculation of earnings per share will continue to be based on income
      amounts attributable to the parent. SFAS No. 160 is effective as of the
      beginning of the Company’s first fiscal yea that begins on or after December 15,
      2008. The Company does not expect application of SFAS No. 160 to have a material
      effect on its financial statements.





In
      February of 2007, the FASB issued SFAS no. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities—including an amendment of FASB
      Statement No. 115”. SFAS 159 permits entities to choose to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. The fair value option established by this Statement permits all
      entities to choose to measure eligible items at fair value at specified election
      dates. A business entity shall report unrealized gains and losses on items
      for
      which the fair value option has been elected in earnings (or another performance
      indicator if the business entity does not report earnings) at each subsequent
      reporting date. This requirement is effective for our fiscal year ending
      December 2, 2008. The Company is currently reviewing this pronouncement, but
      believes it will not have a material impact on the financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”,
      effective for our fiscal year beginning April 1, 2008. This Statement defines
      fair value, establishes a framework for measuring fair value and expands
      disclosures about fair value measurements. This Statement does not require
      any
      new fair value measurements, but simplifies and codifies related guidance within
      GAAP. This Statement applies under other accounting pronouncements that require
      or permit fair value measurements. The Company is currently reviewing this
      pronouncement, but believes it will not have a material impact on our financial
      statements.





In
      June
      2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes —
an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in an entity’s financial
      statements in accordance with SFAS 109. FIN 48 prescribes that a company should
      use a more likely-than-not recognition threshold based on the technical merits
      of the tax position taken. Tax positions that meet the more-likely-than-not
      threshold should be measured in order to determine the tax benefit to be
      recognized in the financial statements. FIN 48 is effective for our fiscal
      year
      beginning April 1, 2007. The Company has reviewed FIN 48 and has no
      uncertainties with regard to its tax position. Should uncertainties arise,
      the
      Company shall adopt a tax position that is more likely than not that the tax
      position will be sustained upon examination.




F-7





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**March
      31, 2008 and 2007**





**1.**  **Summary
      of Significant Accounting Policies (continued)**





**Going
      Concern**


Since
      its
      inception, the Company has incurred a net loss of $58,611. Since inception
      the
      Company has been dependent upon receipt of capital investment or other financing
      to fund its continuing activities. The Company has not identified any business
      combination and therefore, ascertain with any degree of certainty the capital
      requirements for any particular transaction. In addition, the Company is
      dependent upon certain related parties to provide continued funding and capital
      resources. These factors indicate substantial doubt that the Company will be
      able to continue as a going concern. The accompanying financial statements
      have
      been presented on the basis of the continuation of the Company as a going
      concern and do not include any adjustments relating to the recoverability and
      classification of recorded asset amounts or the amounts and classification
      of
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern.





**2.**  **Stockholders’
      Equity**


As
      of
      March 31, 2008, 75,000,000 shares of the Company’s $0.001 par value common stock
      had been authorized. Of the total shares authorized for issuance, 2,000,000
      were
      issued for cash of $0.0125 per share for a total of $25,000 and 1,000,000 were
      issued for cash of $0.03 per share for a total of $30,000.





**3.**  **Related
      Party Transactions**


As
      of the
      date hereof, one shareholder is acting as officer of the Company, and is the
      direct owner of 1,000,000 shares of its issued and outstanding common stock.
      In
      addition, this shareholder controls a company that owns 172,500 of the issued
      outstanding shares. Together, these shares constitute 39% of the Company’s
      issued and outstanding common stock.





During
      the year ended March 31, 2008, the Company reimbursed advances from this same
      shareholder in the amount of $6,874. Advances from this shareholder were
      previously used to assist in cash flow to fund operating expenses.





**4.**  **Income
      Taxes**


The
      Company has Federal net operating loss carryforwards of approximately $52,778
      expiring 2027. Deductible temporary differences of $5,833 comprise startup
      costs
      amortized over 60 months for tax and deducted currently for financial statement
      purposes. The tax benefit of these net operating losses and temporary
      differences is approximately $1,875 and has been offset by a full allowance
      for
      realization. The net operating loss carryforward may be limited upon
      consummation of a business combination under IRC Section 381.




F-8




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





None.





**Item
      8A. 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 recorded, 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
      March 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.





**Internal
      Control over Financial Reporting**





*Management’s
      Annual Report on Internal Control over Financial Reporting*





Our
      management is also responsible for establishing and maintaining adequate
      internal control over financial reporting for the Company.  As defined by
      the SEC, internal control over financial reporting is a process designed by,
      or
      under the supervision of our principal executive officer and principal financial
      officer and effected by our Board of Directors, management and other personnel,
      to provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of the financial statements in accordance with U.S.
      generally accepted accounting principles.





Our
      internal control over financial reporting includes those policies and procedures
      that (1) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect our transactions and dispositions of our assets;
      (2) provide reasonable assurance that transactions are recorded as necessary
      to
      permit preparation of the financial statements in accordance with U.S. generally
      accepted accounting principles, and that our receipts and expenditures are
      being
      made only in accordance with authorizations of our management and directors;
      and
      (3) provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      connection with the preparation of our annual financial statements, management
      has undertaken an assessment of the effectiveness of our internal control over
      financial reporting as of March 31, 2008, based on criteria established in
      Internal Control - Integrated Framework issued by the Committee of Sponsoring
      Organizations of the Treadway Commission, or the COSO Framework. Management’s
      assessment included an evaluation of the design of our internal control over
      financial reporting and testing of the operational effectiveness of those
      controls.




11





Based
      on
      this evaluation, management has concluded that our internal control over
      financial reporting was effective as of March 31, 2008.  However,
      our principal executive officer and principal financial officer alsoconcluded that we have material weaknesses in our internal control over
      financial reporting because we do not have an independent board of directors
      or
      audit committee or adequate segregation of duties. We have no independent body
      to oversee our internal control over financial reporting. The lack of
      segregation of duties is due to the limited nature and resources of the
      Company.  We plan to rectify these deficiencies upon consummation of a
      business combination with an operating company that has an independent board
      of
      directors in place and the resources to eliminate the lack of segregation of
      duties.




This
      Annual Report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
       Management’s report was not subject to attestation by the Company’s
      registered public accounting firm pursuant to temporary rules of the SEC that
      permit the Company to provide only management’s report in this Annual
      Report.





*Changes
      in Internal Controls*





There
      have been no changes in our internal controls over financial reporting during
      the quarter ended March 31, 2008 that have materially affected or are reasonably
      likely to materially affect our internal controls.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended March 31, 2008:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Deborah
                A. Salerno
            
            54
            
            President,
                Secretary, Treasurer and Director
            
            July
                22, 2005 thru Present





**Deborah
      A. Salerno, President, Secretary, Treasurer and Director.** **** Deborah
      A. Salerno **** is
      a
      Managing Member of DAS Consulting, LLC, a private company located in New York
      City that provides financial consulting services to corporations. She has been
      a
      Managing Member of DAS Consulting, LLC since 1985. She also acts as General
      Partner of Horizon Capital Fund LP, a hedge fund whose primary business is
      investing in PIPE transactions. From 1986 through 1987, Ms. Salerno was Vice
      President of Wellshire Securities, Inc. From 1985 through 1986, Ms. Salerno
      was
      employed as a manger at Yves Hentic & Company, Inc. From 1978 through 1985,
      Ms. Salerno was involved with the risk arbitrage market and was Vice-President
      of Bodkin Securities from 1980 through 1985 and Assistant Options P&S
      Manager for Ivan Boesky, from 1978 through 1980. Ms. Salerno graduated from
      the
      Lubin School of Business, Pace University and received graduate credits in
      business, finance, and management from the Freeman School of Business, Tulane
      University. Ms. Salerno also serves as the President, Secretary, Treasurer
      and
      sole director of Chatsworth Acquisitions I, Inc. and Chatsworth Acquisitions
      III, Inc., both of which are blank check, non-trading, publicly-reporting shell
      companies. Ms. Salerno is the Secretary and Treasurer of Franklyn Resources
      I,
      Inc. and Franklyn Resources II, Inc., both of which are blank check,
      non-trading, publicly-reporting shell companies, incorporated on March 2,
      1999.





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.




(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




12


(c)
      Family Relationships.





None.





(d)
      Involvement in Certain Legal Proceedings.





There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Company during the past five years.





**Compliance
      with Section 16(a) of the Exchange Act**




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended March 31, 2008 and written representations that no other
      reports were required, the Company believes that the following persons who,
      at
      any time during such fiscal year, was a director, officer or beneficial owner
      of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year:





Name
            
            Number
                of Late Reports
            
            Number
                of Transactions Not Reported on a Timely BasisDeborah
                A. Salerno
            
            1
            
            1Philip
                Yale Berman
            
            1
            
            1Frank
                L. Kramer
            
            1
            
            1





**Code
      of Ethics**





Due
      to
      the limited scope of our current operations, the Company has not yet adopted
      a
      Code of Business Conduct and Ethics that applies to our principal executive
      officer, principal financial officer, principal accounting officer or
      controller, or persons performing similar functions. However, upon the
      completion of a reverse merger transaction or business combination with an
      operating company, we intend to adopt a formal Code of Ethics.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President for services rendered during the fiscal years ended March 31, 2008
      and
      2007:


13





Name
                and Position
            
            Year
            
            Total
                CompensationDeborah
                A. Salerno, President, Secretary, Treasurer and Director
            
            2008
              2007
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our sole officer and director, nor do we pay
      her
      expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of June 26, 2008, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            
            Amount and Nature ofBeneficial Ownership
            
            Percentage
              of ClassDeborah
                A. Salerno (1)
              c/o
                DAS Consulting LLC
              56
                Pine Street, #11F
              New
                York, NY 10005
            
            
            1,172,500
                (2)
            
            
            39.08%Philip
                Yale Berman
              10
                Jacksonville Road
              Towaco,
                NJ 07082
            
            
            500,000
            
            
            16.67%Frank
                L. Kramer
              P.O.
                Box 461029
              Glendale,
                CO 80246
            
            
            500,000
            
            
            16.67%All
                Directors and Officers as a Group
              (1
                individual)
            
            
            1,172,500
            
            
            39.08%


-----------


(1)
            Ms.
                Salerno is the President, Secretary, Treasurer and sole director
                of the
                Company.


(2)
            Represents
                1,000,000 shares of Common Stock owned directly by Ms. Salerno and
                172,500
                shares of Common Stock owned by Horizon Capital Fund LP. Ms. Salerno
                has
                investment and voting control over the shares of Common Stock owned
                by
                Horizon Capital Fund LP and accordingly may be deemed beneficial
                owner
                thereof.





**Item
      12. Certain Relationships and Related Transactions.**





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.




14





**Item
      13. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                July
                22, 2005.*3.2
            
            By-laws.4.1
            
            Form
                  of Registration Rights Agreement, dated December 26,
                  2007.31.1
            
            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 Annual Report on Form 10-KSB for the year
                ended March 31, 2008.32.1
            
            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.





**Item
      14. Principal Accountant Fees and Services.**





Comiskey
      & Company, P.C. (“Comiskey”) is the Company’s independent registered public
      accounting firm.





**Audit
      Fees**





The
      aggregate fees billed by Comiskey for professional services rendered for the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $6,075 for
      the
      fiscal year ended March 31, 2008 and $3,451 for the fiscal year ended March
      31,
      2007.





**Audit-Related
      Fees**





There
      were no fees billed by Comiskey for assurance and related services that are
      reasonably related to the performance of the audit or review of the Company’s
      financial statements for the fiscal years ended March 31, 2008 and
      2007.





**Tax
      Fees**





There
      were no fees billed by Comiskey for professional services for tax compliance,
      tax advice, and tax planning for the fiscal years ended March 31, 2008 and
      2007.





**All
      Other Fees**





There
      were no fees billed by Comiskey for other products and services for the fiscal
      years ended March 31, 2008 and 2007.




15




**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.




16





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**CHATSWORTH
                ACQUISITIONS II, INC.**Dated:
                June 26, 2008
            By:
            /s/
                Deborah A. SalernoDeborah
                A. SalernoPresident,
                Secretary, Treasurer and Director




17