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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**|X|
      ANNUAL REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended March 31, 2007





**|_|
      TRANSITION REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number* *000-52181*


_______________________________________________





**Chatsworth
      Acquisitions II, Inc.**





(Exact
      name of registrant as specified in its charter)


______________________________________________





Delaware
            20-3720961(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





c/o
                DAS Consulting LLC56
                Pine Street, #11FNew
                York, NY
            10005(Address
                of principal executive offices)
            (zip
                code)





Registrant’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. |_|





Check
      whether the registrant (1) has 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
      |_|.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, 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. |X|





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes |X| No. [ ]





The
      Company’s revenues for fiscal year end March 31, 2007 were $0.





As
      of
      June 26, 2007, there were 1,000,000 shares of common stock outstanding.





**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 Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.








Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]











**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Chatsworth
      Acquisitions II, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
      incorporated in the State of Delaware on July 22, 2005 and maintains its
      principal executive offices at c/o DAS Consulting LLC, 56 Pine Street, #11F,
      New
      York, NY 10005. Since inception, the Company has been engaged in organizational
      efforts and obtaining initial financing. The Company was formed as a vehicle
      to
      pursue a business combination. 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 begun preliminary
      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 business purpose of the Company is to seek the acquisition
      of, or merger with, an existing company.





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, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined 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 a business rather than immediate,
      short-term earnings. 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**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, 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**





The
      Company currently has no employees.








1




**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**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.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to consummate a business combination. The Company
      has had no recent operating history nor any revenues or earnings from operations
      since inception. 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 business combination. This may result in
      our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination with a profitable business opportunity. We
      cannot assure you that we can identify a suitable business opportunity and
      consummate a business combination.





**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.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given 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, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





2


**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.





**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.





**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.





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





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      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. Therefore, outstanding shares of our 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
      our common stock cannot be sold under the exemptions from registration provided
      by Rule 144 under or 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. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. 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.





3


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





Since
      our
      shares of 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 SB-2 or 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.





In
      addition, the SEC has recently disclosed that it has developed internal
      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.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, 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 our 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.








4


**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 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 may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.





**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. 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 our 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 then existing 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
      principal stockholder may engage in a transaction to cause the Company to
      repurchase her shares of common stock.**





In
      order
      to provide an interest in the Company to a third party, our principal
      stockholder may choose to cause the Company to sell Company securities to third
      parties, with the proceeds of such sale being utilized by the Company to
      repurchase her shares of common stock. As a result of such transaction, our
      management, principal stockholders and Board of Directors may change.





**The
      Company has conducted limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**





The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation
      by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





5





**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 will 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. 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 OTC 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.




**Authorization
      of preferred stock.**





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 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 its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.




**Control
        by management.**
 
 Management
        currently owns 100% of all the issued and outstanding common stock of the
        Company. Consequently, management has the ability to influence control of
        the
        operations of the Company and has the ability to influence or control all
        matters submitted to stockholders for approval, including:
 
 ·
            Election
                of the Board of Directors;  ·
            Removal
                of directors;  ·
            Amedment
                to the Company’s certificate of incorporation or bylaws;
                and  ·
            Adoption of measures that could delay or prevent
              a change
              in control of impede a merger, takeover or other business
              combination.


**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.





**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.





6


**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant 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 Issuer Purchases
      of
      Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
      of common stock, par value $.001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of June 26, 2007, there
      was
      one holder of record of the Common Stock and an aggregate of 1,000,000 shares
      of
      Common Stock outstanding.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $.001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its 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.





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





None.





**Recent
      Sales of Unregistered Securities**





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





The
      purchaser represented in writing that she acquired the securities for her own
      account. A legend was placed on the stock certificate stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under 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, Inc., dated January 21, 2000.








7





**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 stockholders or loans from other parties to pay
      for operating expenses until the Company consummates the merger with a
      privately-held 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.





**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 during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.











8




**Item
      7. Financial Statements.**








**CHATSWORTH
      ACQUISITIONS II, INC.**


**(A
      Development Stage Company)**











**-
      TABLE OF CONTENTS -**











**Page**Report
                of Independent Registered Public Accounting Firm
            F
                -
                1Financial
                Statements:Balance
                Sheet as of March 31, 2007
            F
                -
                2Statement
                of Operations for the twelve months ended March 31, 2007, the period
                F -
                3from
                inception (July 22, 2005) to March 31, 2006 and the period from inception(July
                22, 2005) to March 31, 2007Statement
                of Stockholders’ Equity for the period from inception
            F
                -
                4(July
                22, 2005) to March 31, 2007Statement
                of Cash Flows for the twelve months ended March 31, 2007, the
                period
            F
                -
                5from
                inception (July 22, 2005) to March 31, 2006 and the period from inception(July
                22, 2005) to March 31, 2007Notes
                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, 2007, and the related
      statements of operations, stockholders’ equity, and cash flows for the year
      ended March 31, 2007, the initial period ended March 31, 2006 and the period
      from inception ( J uly
      22,
      2005) to March 31, 2007. 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, 2007, and the results of its operations and cash flows for the
      year
      ended March 31, 2007, the initial period ended March 31, 2006, and for the
      period from inception (July 22, 2005) to March 31, 2007, in conformity with
      accounting principles generally accepted in the United States of
      America.








Denver,
      Colorado


June
      18,
      2007





/s/
      Comiskey & Company





**PROFESSIONAL
      CORPORATION**











F-1




**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**March
      31, 2007**








**ASSETS*****CURRENT
                ASSETS***Cash
                and cash equivalents
            
            $
            478**Total
                current assets**
            
            
            478**TOTAL
                ASSETS**
            
            $
            478**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)*****CURRENT
                LIABILITIES***Advance
                from shareholder
            
            $
            14,498Accounts
                Payable
            
            
            605**Total
                current liabilities**
            
            
            15,103**STOCKHOLDERS'
                EQUITY (DEFICIT)**Preferred
                stock, $0.001 par value; 10,000,000shares
                authorized; 0 shares issued and outstanding
            
            
            -Common
                stock, $0.001 par value; 75,000,000shares
                authorized; 1,000,000 shares issued and outstanding
            
            
            1,000Additional
                paid-in capital
            
            
            13,500Deficit
                accumulated during the developmentstage
            
            
            (29,125
            )**Total
                stockholders' equity (deficit)**
            
            
            (14,625
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
            
            $
            478











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




F-2





**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**STATEMENT
      OF OPERATIONS**








**For
                the period**
            
            **For
                the period****For
                the twelve**
            
            **from
                inception**
            
            **from
                inception****months
                ended**
            
            **(July
                22, 2005)**
            
            **(July
                22, 2005)****March
                31, 2007**
            
            **to
                March 31, 2006**
            
            **to
                March 31, 2007****REVENUES**
            
            $
            -
            
            $
            -
            
            $
            -**EXPENSES**Selling,
                general and administrative
            
            
            16,625
            
            
            12,500
            
            
            29,125**NET
                LOSS**
            
            $
            (16,625
            )
            
            (12,500
            )
            $
            (29,125
            )**NET
                LOSS PER SHARE**
            
            $
            (0.02
            )
            $
            (0.01
            )
            $
            (0.03
            )**WEIGHTED
                AVERAGE NUMBER OF****SHARES
                OUTSTANDING**
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000














**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,
      2007**











**Deficit****accumulated**
            
            **Total****Common
                stock**
            
            **Additional**
            
            **during
                the**
            
            **stockholders'****Number
                of**
            
            
            
            **paid-in**
            
            **development**
            
            **equity****shares**
            
            **Amount**
            
            **capital**
            
            **stage**
            
            **(deficit)**Common
                stock issued forcash,
                July 22, 2005at
                $0.0125 per share
            
            
            1,000,000
            
            $
            1,000
            
            $
            11,500
            
            $
            -
            
            $
            12,500Shareholder
                contributionsJuly
                22, 2005
            
            
            -
            
            
            -
            
            
            2,000
            
            
            -
            
            
            2,000Net
                loss for the period endedMarch
                31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,500
            )
            
            (12,500
            )Balance
                March 31, 2006
            
            
            1,000,000
            
            
            1,000
            
            
            13,500
            
            
            (12,500
            )
            
            2,000Net
                loss for the period endedMarch
                31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (16,625
            )
            
            (16,625
            )Balance
                March 31, 2007
            
            
            1,000,000
            
            $
            1,000
            
            $
            13,500
            
            $
            (29,125
            )
            $
            (14,625
            )
















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




F-4




**Chatsworth
      Acquisitions II, Inc.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CASH FLOWS**





**For
                the period**
            
            **For
                the period****For
                the twelve**
            
            **from
                inception**
            
            **from
                inception****months
                ended**
            
            **(July
                22, 2005)**
            
            **(July
                22, 2005)****March
                31, 2007**
            
            **to
                March 31, 2006**
            
            **to
                March 31, 2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (16,625
            )
            $
            (12,500
            )
            $
            (29,125
            )Adjustments
                to reconcilenet
                loss to net cash flowsfrom
                operating activities:
            
            
            -
            
            
            -
            
            
            -Increase
                (decrease) in accounts payable
            
            
            605
            
            
            -
            
            
            605Net
                cash flows from operating activities
            
            
            (16,020
            )
            
            (12,500
            )
            
            (28,520
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**
            
            
            -
            
            
            -
            
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Shareholder
                contributions
            
            
            -
            
            
            2,000
            
            
            2,000Advance
                from shareholder
            
            
            14,498
            
            
            -
            
            
            14,498Issuance
                of common stock
            
            
            -
            
            
            12,500
            
            
            12,500Net
                cash flows from financing activities
            
            
            14,498
            
            
            14,500
            
            
            28,998**NET
                INCREASE (DECREASE) IN CASH****AND
                CASH EQUIVALENTS**
            
            
            (1,522
            )
            
            2,000
            
            
            478**CASH
                AND CASH EQUIVALENTS,****BEGINNING
                OF PERIOD**
            
            
            2,000
            
            
            -
            
            
            -**CASH
                AND CASH EQUIVALENTS,****END
                OF PERIOD**
            
            $
            478
            
            $
            2,000
            
            $
            478

















**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, 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, 2007, 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, 2007**





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





**Recent
      Pronouncements**


In
      February of 2007, the FASB issues 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. We are currently reviewing this pronouncement, but we believe
      it will not have a material impact on our 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. We are currently reviewing this
      pronouncement, but we believe 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. We are currently reviewing this pronouncement, but
      we
      believe it will not have a material impact on our financial
      statements.





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





As
      of
      December 31, 2007, 75,000,000 shares of the Company’s $0.001 par value common
      stock had been authorized. Of the total shares authorized for issuance 1,000,000
      were issued for cash of $0.0125 per share, and a total of $12,500 was recorded
      as general and administrative expense.





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





As
      of the
      date hereof, one shareholder is acting as officer of the Company, and is the
      owner of 1,000,000 shares of its issued and outstanding common stock,
      constituting 100% of the Company’s issued and outstanding common
      stock.





The
      same
      shareholder advanced $14,498 to the Company to pay for operating expenses during
      the fiscal year ended March 31, 2007.





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





The
      Company has Federal net operating loss carryforwards of approximately $20,792
      expiring 2026. Deductible temporary differences of $8,333 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-7





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





None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





There
      have been no significant changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended March 31, 2007, that materially affected, or were reasonably likely to
      materially affect, our internal controls over financial reporting. This annual
      report does not include a report of management’s assessment regarding internal
      control over financial reporting or an attestation report of the Company’s
      registered public accounting firm due to a transition period established by
      rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





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





(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, 2007:





**Name**
            **Age**
            **Position**
            **Term**Deborah
                A. Salerno
            53
            President,
                Secretary,
              Treasurer
                and Director
            July
                22, 2005 thru Present





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.





**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 employed
      as a manager 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 Park Hill Capital I Corp., Park Hill
      Capital II Corp., Franklyn Resources I, Inc. and Franklyn Resources II, Inc.,
      and President and a director of OSK Capital I Corp., OSK Capital II Corp. and
      OSK Capital III Corp., all of which are blank check, non-trading,
      publicly-reporting shell companies, incorporated on March 2, 1999.





9


(b)
      Significant Employees.





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




(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 Registrant 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, 2007 and written representations that no
      other reports were required, the Company believes that no persons who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal years.





**Code
      of Ethics**





We
      have
      not 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 in that our sole officer
      serves these capacities.





**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 and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal year ended March
      31,
      2007.




10


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





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay directors’ 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, 2007 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 of
              Beneficial
                Ownership
            Percentage
              of
                ClassDeborah
                A. Salerno (1)
              c/o
                DAS Consulting LLC
              56
                Pine Street, #11F
              New
                York, NY 10005
            1,000,000
            100%All
                Directors and Officers as a Group
              (1
                individual)
            1,000,000
            100%


_________


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





**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.





**Item
      13. Exhibits.**





Index
      to
      Exhibits


Exhibit
              Description*3.1
              Certificate
                  of Incorporation*3.2
              By-laws31.1
              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, 2007.32.1
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section
                  906 of the Sarbanes Oxley Act of 2002.*
              Filed
                  as an exhibit to the Company's Registration Statement on Form 10-SB,
                  as
                  filed with the Securities and Exchange Commission on August 14,
                  2006, and
                  incorporated herein by this
                  reference.




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**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 $3,200 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 year ended March 31, 2007.





**Tax
      Fees**





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





**All
      Other Fees**





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





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**SIGNATURES**





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







**CHATSWORTH
                ACQUISITIONS II, INC.**Dated:
                June 26, 2007
            By:
                /s/ Deborah A. SalernoName:
                Deborah A. SalernoTitle:
                President, Secretary, Treasurer and
                Director




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