UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549



FORM 10-Q

|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|  | For the quarterly period ended June 30, 2012                                            
|  | or                                                                                      
| ̈ | 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: 333-172685



CHARLIE GPS INC.

(Exact name of registrant as specified
in its charter)



|Nevada(State or other jurisdiction of incorporation or organization) | 27-4387595(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------- | ----------------------------------------------
|                                                                     |                                               
|101 Ridge Rd                                                         |                                               
|North Arlington NJ                                                   | 07031                                         
|(Address of principal executive offices)                             | (Zip Code)                                    



(201) 401-4237(Registrant’s telephone number, including area code)





(Former name, former address and former
fiscal year, if changed since last report)



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 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. Yesx    No ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx    No ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated filer ̈ | Non-accelerated filer  ̈(Do not check if a smaller
    reporting company) | Smaller reporting company x
|------------------------- | ------------------ | ------------------------------------------------------------------------ | ---------------------------



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ or  No x



There were 10,400,000 shares of the registrant’s common
stock, $0.001 par value, outstanding as of August 17, 2012.















TABLE OF CONTENTS



|PART I. FINANCIAL INFORMATION |                                                                                      
|----------------------------- | -------------------------------------------------------------------------------------
|                              |                                                                                      
|Item 1                        | Financial Statements (Unaudited)                                                     
|                              | Balance
    Sheets                                                                   
|                              | Statements
    of Operations                                                         
|                              | Statements
    of Cash Flows                                                         
|                              | Notes
    to Financial Statements                                                    
|Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4.                       | Controls and Procedures                                                              
|                              |                                                                                      
|PART II. OTHER INFORMATION    |                                                                                      
|                              |                                                                                      
|Item 1                        | Legal Proceedings                                                                    
|Item 1A.                      | Risk Factors                                                                         
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3                        | Defaults Upon Senior Securities                                                      
|Item 4                        | Mine Safety Disclosures                                                              
|Item 5                        | Other Information                                                                    
|Item 6                        | Exhibits                                                                             
|                              | Signatures                                                                           



2







CHARLIE GPS INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



|                                                                                                           |  | June 30, |             |   | December 31, |  
|---------------------------------------------------------------------------------------------------------- |  | -------- | ----------- | - | ------------ | -
|                                                                                                           |  | 2012     |             |   | 2011         |  
|                                                                                                           |  |          | (Unaudited) |   |              |  
|ASSETS                                                                                                     |  |          |             |   |              |  
|                                                                                                           |  |          |             |   |              |  
|Current assets:                                                                                            |  |          |             |   |              |  
|Cash                                                                                                       |  | $        | 241         |   |              | $
|Prepaid expenses                                                                                           |  |          | 507         |   |              |  
|Inventory                                                                                                  |  |          | 1,258       |   |              |  
|Total current assets                                                                                       |  |          | 2,006       |   |              |  
|                                                                                                           |  |          |             |   |              |  
|Total assets                                                                                               |  | $        | 2,006       |   |              | $
|                                                                                                           |  |          |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                             |  |          |             |   |              |  
|                                                                                                           |  |          |             |   |              |  
|Current liabilities:                                                                                       |  |          |             |   |              |  
|Accounts payable                                                                                           |  | $        | 100         |   |              | $
|Notes payable, related party                                                                               |  |          | -           |   |              |  
|Total current liabilities                                                                                  |  |          | 100         |   |              |  
|                                                                                                           |  |          |             |   |              |  
|Stockholders' equity (deficit):                                                                            |  |          |             |   |              |  
|Common stock, $0.001 par value, 75,000,000 shares authorized,
    10,400,000 shares issued and outstanding |  |          | 10,400      |   |              |  
|Additional Paid in Capital                                                                                 |  |          | 26,441      |   |              |  
|(Deficit) accumulated during development stage                                                             |  |          | (34,935     | ) |              |  
|Total stockholders' equity (deficit)                                                                       |  |          | 1,906       |   |              |  
|                                                                                                           |  |          |             |   |              |  
|Total liabilities and stockholders' equity (deficit)                                                       |  | $        | 2,006       |   |              | $



See accompanying notes to financial statements.



3







CHARLIE GPS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                   |  | For the Three |            |   | For the Six  |   |           |                   | 
|---------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------ | - | --------- | ----------------- | 
|                                                                                   |  | Months Ended  |            |   | Months Ended |   |           | November 29, 2010 | 
|                                                                                   |  | June 30,      |            |   | June 30,     |   |           | (inception) to    | 
|                                                                                   |  | 2012          |            |   | 2011         |   |           | 2012              | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Revenue                                                                            |  | $             | -          |   |              | $ | -         |                   | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Operating expenses:                                                                |  |               |            |   |              |   |           |                   | 
|General and administrative                                                         |  |               | 5,100      |   |              |   | 2,162     |                   | 
|Total operating expenses                                                           |  |               | 5,100      |   |              |   | 2,162     |                   | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Net operating loss                                                                 |  |               | (5,100     | ) |              |   | (2,162    | )                 | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Other income (expense):                                                            |  |               |            |   |              |   |           |                   | 
|Interest expense                                                                   |  |               | (50        | ) |              |   | -         |                   | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Net loss                                                                           |  | $             | (5,150     | ) |              | $ | (2,162    | )                 | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Weighted average number of common
    shares outstanding - basic and fully diluted |  |               | 10,400,000 |   |              |   | 8,016,484 |                   | 
|                                                                                   |  |               |            |   |              |   |           |                   | 
|Net (loss) per share - basic and fully diluted                                     |  | $             | (0.00      | ) |              | $ | (0.00     | )                 | 



See accompanying notes to financial statements.



4







CHARLIE GPS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                |  | For the Six   |         |   | For the Six   |   |        | November 29, 2010 | 
|------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------ | ----------------- | 
|                                                                                |  | Months Ended  |         |   | Months Ended  |   |        | (inception) to    | 
|                                                                                |  | June 30, 2012 |         |   | June 30, 2011 |   |        | June 30, 2012     | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |  |               |         |   |               |   |        |                   | 
|Net (loss)                                                                      |  | $             | (11,341 | ) |               | $ | (8,652 | )                 | 
|Adjustments to reconcile net loss to net cash used
    in operating activities: |  |               |         |   |               |   |        |                   | 
|Imputed interest on non-interest bearing related party loans                    |  |               | 50      |   |               |   | -      |                   | 
|Decrease (increase) in assets:                                                  |  |               |         |   |               |   |        |                   | 
|Prepaid expenses                                                                |  |               | 5,000   |   |               |   | -      |                   | 
|Inventories                                                                     |  |               | -       |   |               |   | (1,258 | )                 | 
|Increase (decrease) in liabilities:                                             |  |               |         |   |               |   |        |                   | 
|Accounts payable                                                                |  |               | -       |   |               |   | -      |                   | 
|Net cash used in operating activities                                           |  |               | (6,291  | ) |               |   | (9,910 | )                 | 
|                                                                                |  |               |         |   |               |   |        |                   | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                            |  |               |         |   |               |   |        |                   | 
|Proceeds from notes payable, related party                                      |  |               | 2,000   |   |               |   | 1,650  |                   | 
|Proceeds from the sale of common stock                                          |  |               | -       |   |               |   | 2,000  |                   | 
|Net cash provided by financing activities                                       |  |               | 2,000   |   |               |   | 2,000  |                   | 
|                                                                                |  |               |         |   |               |   |        |                   | 
|NET CHANGE IN CASH                                                              |  |               | (4,291  | ) |               |   | (7,910 | )                 | 
|CASH AT BEGINNING OF PERIOD                                                     |  |               | 4,532   |   |               |   | 8,000  |                   | 
|                                                                                |  |               |         |   |               |   |        |                   | 
|CASH AT END OF PERIOD                                                           |  | $             | 241     |   |               | $ | 1,740  |                   | 
|                                                                                |  |               |         |   |               |   |        |                   | 
|SUPPLEMENTAL INFORMATION:                                                       |  |               |         |   |               |   |        |                   | 
|Interest paid                                                                   |  | $             | -       |   |               | $ | -      |                   | 
|Income taxes paid                                                               |  | $             | -       |   |               | $ | -      |                   | 
|                                                                                |  |               |         |   |               |   |        |                   | 
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                    |  |               |         |   |               |   |        |                   | 
|Contributed capital from the forgiveness of debt, related
    party             |  | $             | 3,141   |   |               | $ | -      |                   | 



See accompanying notes to financial statements.



5









Charlie GPS, Inc.

(A
Development Stage Company)

Notes to Financial Statements

(Unaudited)



Note 1 – Nature of Business and
Significant Accounting Policies



Nature
of Business

Charlie GPS Inc. (the “Company”,
“we”, “us” or “our”) was incorporated in the state of Nevada on November 29, 2010 (“Inception”).
The Company is in the GPS tracking system business.



These statements reflect all adjustments,
consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information
contained therein.



Development Stage Company

The Company is currently considered a
development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit
accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current
balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized.
To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.



Use of Estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.



Cash and Cash Equivalents

The Company maintains cash balances in
non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.



Inventory

The Company uses the first-in first-out
inventory method, stated at lower of cost or market. Regardless of which physical units are actually sold, this approach always
values inventory by assuming that products that enter inventory later are the items that remain in inventory. The Company’s
inventory solely consists of GPS units that are considered finished goods.



Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial
Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The
adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The
carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate
fair value primarily due to the short term nature of the instruments.The Company had no items that
required fair value measurement on a recurring basis.



Basic and Diluted Loss Per Share

The basic net loss per common share is
computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share
is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common
shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive
effect and were not included in the calculation of diluted net loss per common share.



Stock-Based
Compensation

The Company adopted FASB guidance on stock
based compensation upon inception at November 29, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including
grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is
no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for the six
months ended June 30, 2012 and 2011.



Revenue Recognition

The Company recognizes service revenue
using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination
of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products
delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances,
and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine
that the product has been delivered or no refund will be required.



6









Charlie GPS, Inc.

(A
Development Stage Company)

Notes to Financial Statements

(Unaudited)





Advertising and Promotion

All costs associated with advertising
and promoting products are expensed as incurred. These expenses were $0 for the six months ended June 30, 2012 and 2011.



Income Taxes

Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not
be recovered through future operations.



Uncertain Tax Positions

In accordance with ASC 740, “Income
Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical
merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance
on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.



Various taxing authorities periodically
audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions,
including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures
connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable
exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and
fully resolved. The Company has not yet undergone an examination by any taxing authorities.



The assessment of the Company’s
tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing
positions.



Recent Accounting Pronouncements

In December 2011, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments
to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update
No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income
to net income in both the statement of income where net income is presented and the statement where other comprehensive income
is presented. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s financial position
or results of operations.



In December 2011, the FASB issued ASU
No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This
Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements
to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison
between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their
financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after
January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that
the adoption of this pronouncement may have on its results of operations or financial position.



In September 2011, the FASB issued ASU
No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08
is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood
of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve
previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment
tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative
carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill
impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal
years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests
performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim
period have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s financial
position or results of operations.



7









Charlie GPS, Inc.

(A
Development Stage Company)

Notes to Financial Statements

(Unaudited)





In June 2011, the FASB issued ASU 2011-05,
“Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting
periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance
eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’
equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented
separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive
income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and
comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 did
not have a material impact on the Company’s financial position or results of operations.



In May 2011, the FASB issued ASU 2011-04,
“Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends
certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update
include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the
valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the
unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and
best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of
fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure
of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on
January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial position or results
of operations.



In April 2011, the FASB issued ASU 2011-02,
“Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”.
This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance,
the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a
TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods
beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal
year of adoption. The adoption of ASU 2011-02 did not have a material impact on the Company’s financial position or results
of operations.



Note 2 – Going Concern



As shown in the accompanying financial
statements, the Company has no revenues, and incurred net losses from operations resulting in an accumulated deficit of $34,935
as of June 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management
is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital
to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and
there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for
the Company to continue as a going concern.



The financial statements do not include
any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going
concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue
as a going concern.



Note 3 – Related Parties



At various dates through June 30, 2012,
the Company received unsecured, non-interest bearing loans totaling $3,141, due on demand from the Company’s Chief Executive
Officer. These loans were forgiven on June 30, 2012 and contributed as capital.



Interest has been imputed using the Company’s
estimated borrowing rate of 8% per annum. Estimated interest expense of $50 and $0 has been recognized during the six months ended
June 30, 2012 and 2011, respectively.



Note 4 – Fair Value of Financial
Instruments



The Company adopted FASB ASC 820-10 upon
inception at November 29, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability
of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value,
and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.



8









Charlie GPS, Inc.

(A
Development Stage Company)

Notes to Financial Statements

(Unaudited)





The Company doesn’t have any financial
instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are
measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:



Level 1 - Inputs are unadjusted
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement
date.



Level 2 - Inputs include quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield
curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other
means (market corroborated inputs).



Level 3 - Unobservable inputs
that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or
liability.



The following schedule summarizes the
valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and December
31, 2011:



|                  |  |   | Fair Value Measurements at June 30, 2012     | 
|----------------- |  | - | -------------------------------------------- | 
|                  |  |   | Level 1                                      | 
|Assets            |  |   |                                              | 
|None              |  | $ | -                                            | 
|Total assets      |  |   | -                                            | 
|Liabilities       |  |   |                                              | 
|None              |  |   | -                                            | 
|Total liabilities |  |   | -                                            | 
|                  |  | $ | -                                            | 
|                  |  |   |                                              | 
|                  |  |   | Fair Value Measurements at December 31, 2011 | 
|                  |  |   | Level 1                                      | 
|Assets            |  |   |                                              | 
|None              |  | $ | -                                            | 
|Total assets      |  |   | -                                            | 
|Liabilities       |  |   |                                              | 
|None              |  |   | -                                            | 
|Total liabilities |  |   | -                                            | 
|                  |  | $ | -                                            | 



Note 5 – Inventory



As of June 30, 2012 and December 31, 2011
inventory consisted of the following:



|                          |  | June 30, |       |  | December 31, |  
|------------------------- |  | -------- | ----- |  | ------------ | -
|                          |  | 2012     |       |  | 2011         |  
|                          |  |          |       |  |              |  
|Finished goods, GPS units |  | $        | 1,258 |  |              | $



Note 6 – Notes Payable, Related
Parties



At various dates through June 30, 2012,
the Company received unsecured, non-interest bearing loans totaling $3,141, due on demand from the Company’s Chief Executive
Officer.



Note 7 – Changes in Stockholders’
Equity (Deficit)



The Company has authorized 75,000,000
shares of $0.001 par value common stock.



9









Charlie GPS, Inc.

(A
Development Stage Company)

Notes to Financial Statements

(Unaudited)





Common Stock



On December 29, 2010, the Company sold
8,000,000 shares of stock at a price of $0.001 per share to its sole Director, for total proceeds of $8,000.



During the period from June 23, 2011 to
September 12, 2011 the Company sold 2,400,000 shares of common stock at a price of $0.01 per share for total cash proceeds of
$24,000.



During the period from November 29, 2010
(Inception) to December 31, 2011 the Company sold 10,400,000 shares of common stock for total cash proceeds of $32,000.



Note 8 – Income Taxes



The Company accounts for income taxes
under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities
are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences.



For the six months ended June 30, 2012
and the year ended December 31, 2011, the Company incurred net operating losses and, accordingly, no provision for income taxes
has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any
tax assets. At June 30, 2012, the Company had approximately $34,935 of federal net operating losses. The net operating loss carry
forwards, if not utilized, will begin to expire in 2025.



The components of the Company’s
deferred tax asset are as follows:



|                                                   |  | June 30, |         |   | December 31, |  
|-------------------------------------------------- |  | -------- | ------- | - | ------------ | -
|                                                   |  | 2012     |         |   | 2011         |  
|Deferred tax assets:                               |  |          |         |   |              |  
|Net operating loss carry forwards                  |  | $        | 34,935  |   |              | $
|                                                   |  |          |         |   |              |  
|Net deferred tax assets before valuation allowance |  |          | 12,225  |   |              |  
|Less: Valuation allowance                          |  |          | (12,225 | ) |              |  
|Net deferred tax assets                            |  | $        | -       |   |              | $



Based on the available objective evidence,
including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets
will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets
at June 30, 2012 and December 31, 2011, respectively.



A reconciliation between the amounts of
income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:



|                                                     |  | June 30, |     |    | December 31, | 
|---------------------------------------------------- |  | -------- | --- | -- | ------------ | 
|                                                     |  | 2012     |     |    | 2011         | 
|                                                     |  |          |     |    |              | 
|Federal and state statutory rate                     |  |          | 35  | %  |              | 
|Change in valuation allowance on deferred tax assets |  |          | (35 | %) |              | 



In accordance with FASB ASC 740, the Company
has evaluated its tax positions and determined there are no uncertain tax positions.



Note 9 – Subsequent Events



The Company has evaluated subsequent events
from June 30, 2012 through the date whereupon the financial statements were issued and has determined that there are no items
to disclose.





10







ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



Forward Looking Statements



Statements made in this Quarterly Report
on Form 10-Q (the “Quarterly Report”) that are not historical or current facts are “forward-looking statements”
made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These statements often can be identified by the use of terms
such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,”
“approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be
subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as
to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors
beyond our control that could cause actual results and events to differ materially from historical results of operations and events
and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated
events.



Introduction



Charlie GPS Inc. started operations in
the GPS business on November 29, 2010. We plan to offer a convenient and cost effective vehicle tracking solution comprising of
a GPS tracking unit and software. A GPS tracking unit is a device that uses the Global Positioning System to determine the precise
location of a vehicle, person, or any other asset to which it is attached and to record the position of the asset at regular intervals.



Results of Operation



We are a development stage company and
have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability
and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital
through, among other things, the sale of equity or debt securities.



Results of Operations for the Three
Months Ended June 30, 2012 and 2011:



The following table summarizes selected
items from the statement of operations for the three months ended June 30, 2012 and 2011, respectively.



|                             |  | For the three |        |   | For the three |   |        |            | 
|---------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | ---------- | 
|                             |  | months ended  |        |   | months ended  |   |        | Increase / | 
|                             |  | June 30, 2012 |        |   | June 30, 2011 |   |        | (Decrease) | 
|                             |  |               |        |   |               |   |        |            | 
|Revenue                      |  | $             | -      |   |               | $ | -      |            | 
|                             |  |               |        |   |               |   |        |            | 
|Operating expenses:          |  |               |        |   |               |   |        |            | 
|General and administrative   |  |               | 5,100  |   |               |   | 2,162  |            | 
|Total operating expenses:    |  |               | 5,100  |   |               |   | 2,162  |            | 
|                             |  |               |        |   |               |   |        |            | 
|Net operating loss           |  |               | (5,100 | ) |               |   | (2,162 | )          | 
|                             |  |               |        |   |               |   |        |            | 
|Total other income (expense) |  |               | (50    | ) |               |   | -      |            | 
|                             |  |               |        |   |               |   |        |            | 
|Net (loss)                   |  | $             | (5,150 | ) |               | $ | (2,162 | )          | 



Three Month Period Ended June 30, 2012 Compared to Three
Month Period Ended June 30, 2011



Our net loss for the three month period
ended June 30, 2012 was $(5,150) compared to a net loss of $(2,162) for the three month period ended June 30, 2011, an increase
of $2,938, or 136%. During the three month periods ended June 30, 2012 and 2011, we did not generate any revenue.



During the three month period ended June
30, 2012, we incurred general and administrative expenses $5,100 compared to $2,162 incurred during three month period ended June
30, 2011, an increase of $2,938, or 136%. General and administrative expense consisted primarily of professional fees and costs
to maintain our common stock with a transfer agent. Our increased general and administrative expenses was due to annual transfer
agent fees that were prepaid during the third quarter of 2011 and our being expensed ratably over the service period, which were
not incurred during the comparative three month period ended June 30, 2011.



The weighted average number of shares
outstanding was 10,400,000 for the three month period ended June 30, 2012.



11







Results of Operations for the Six Months
Ended June 30, 2012 and 2011:



The following table summarizes selected
items from the statement of operations for the six months ended June 30, 2012 and 2011, respectively.



|                             |  | For the six   |         |   | For the sixe  |   |        |            | 
|---------------------------- |  | ------------- | ------- | - | ------------- | - | ------ | ---------- | 
|                             |  | months ended  |         |   | months ended  |   |        | Increase / | 
|                             |  | June 30, 2012 |         |   | June 30, 2011 |   |        | (Decrease) | 
|                             |  |               |         |   |               |   |        |            | 
|Revenue                      |  | $             | -       |   |               | $ | -      |            | 
|                             |  |               |         |   |               |   |        |            | 
|Operating expenses:          |  |               |         |   |               |   |        |            | 
|General and administrative   |  |               | 11,291  |   |               |   | 8,652  |            | 
|Total operating expenses:    |  |               | 11,291  |   |               |   | 8,652  |            | 
|                             |  |               |         |   |               |   |        |            | 
|Net operating loss           |  |               | (11,291 | ) |               |   | (8,652 | )          | 
|                             |  |               |         |   |               |   |        |            | 
|Total other income (expense) |  |               | (50     | ) |               |   | -      |            | 
|                             |  |               |         |   |               |   |        |            | 
|Net (loss)                   |  | $             | (11,341 | ) |               | $ | (8,652 | )          | 



Six Month Period Ended June 30, 2012 Compared to Six Month
Period Ended June 30, 2011



Our net loss for the six month period
ended June 30, 2012 was $(11,341) compared to a net loss of $(8,652) for the six month period ended June 30, 2011, an increase
of $2,689, or 31%. During the six month periods ended June 30, 2012 and 2011, we did not generate any revenue.



During the six month period ended June
30, 2012, we incurred general and administrative expenses $11,291 compared to $8,652 incurred during six month period ended June
30, 2011, an increase of $2,639, or 31%. General and administrative expense consisted primarily of professional fees and costs
to maintain our common stock with a transfer agent. Our increased general and administrative expenses was due to annual transfer
agent fees that were prepaid during the third quarter of 2011 and our being expensed ratably over the service period, which were
not incurred during the comparative six month period ended June 30, 2011.



The weighted average number of shares
outstanding was 10,400,000 for the six month period ended June 30, 2012.



Liquidity and Capital Resources



The following table summarizes total assets,
accumulated deficit, stockholders’ equity and working capital at June 30, 2012 compared to December 31, 2011.



|                      |  | June30, |         |   | December 31, |   |         | Increase / | 
|--------------------- |  | ------- | ------- | - | ------------ | - | ------- | ---------- | 
|                      |  | 2012    |         |   | 2011         |   |         | (Decrease) | 
|Total Assets          |  | $       | 2,006   |   |              | $ | 11,297  |            | 
|                      |  |         |         |   |              |   |         |            | 
|Accumulated (Deficit) |  | $       | (34,935 | ) |              | $ | (23,594 | )          | 
|                      |  |         |         |   |              |   |         |            | 
|Stockholders’ Equity  |  | $       | 1,906   |   |              | $ | 10,056  |            | 
|                      |  |         |         |   |              |   |         |            | 
|Working Capital       |  | $       | 1,906   |   |              | $ | 10,056  |            | 



As at June 30, 2012, our current assets
were $2,006 compared to $11,297 at December 31, 2011. Current assets were comprised of $241 in cash, $507 in prepaid expenses
and $1,258 in inventory. As of June 30, 2012, our current liabilities were $100. Current liabilities were comprised of $100 in
accounts payable.



Stockholders’ equity was $1,906
as of June 30, 2012 compare to stockholders’ equity of $10,056 as of December 31, 2011.



12







Cash Flows from Operating Activities



We have not generated positive cash flows
from operating activities. For the six month period ended June 30, 2012, net cash flows used in operating activities was $(6,291)
consisting of a net loss of $(11,341), a decrease in prepaid expenses of $5,000 and $50 of imputed interest on related party loans.
Net cash flows used in operating activities was $(36,550) for the period from inception (November 29, 2010) to June 30, 2012.



Cash Flows from Financing Activities



We have financed our operations primarily
from either advancements or the issuance of equity and debt instruments. For the six month period ended June 30, 2012, net cash
provided by financing activities was $2,000. For the period from inception (November 29, 2010) to June 30, 2012, net cash provided
by financing activities was $36,791 received from proceeds from the issuance of common stock, and loans from our Director.



Plan of Operation and Funding



Our cash reserves are not sufficient to
meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future.
We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will
be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from
our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for
any future equity financing.



Material Commitments



As of June 30, 2012, we had no material commitments.



Purchase of Significant Equipment



We do not intend to purchase any significant equipment during
the next twelve months.



Off-Balance Sheet Arrangements



As of the date of this Quarterly Report,
we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors.



Going Concern



The independent auditors’ audit
report accompanying our financial statements for the fiscal year ended December 31, 2011 contained an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming
that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities
and commitments in the ordinary course of business.



Item 3. Quantitative and Qualitative
Disclosures About Market Risk.



Not required for smaller reporting companies.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Our 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 us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’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.



13







An evaluation
was conducted under the supervision and with the participation of our Chief Executive and Financial Officer of the effectiveness
of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on that evaluation, our Chief
Executive and Financial Officer concluded that our disclosure controls and procedures were not effective as of such date to ensure
that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms.



Changes in Internal Control Over Financial
Reporting



An evaluation was performed under the
supervision of our Chief Executive Financial Officer of whether any change in our internal control over financial reporting (as
defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended June 30, 2012. Based on that evaluation,
our Chief Executive and Financial Officer, concluded that there were no changes in our internal control over financial reporting
that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.



14







PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Management
is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties.
As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding,
or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending
or that have been threatened against us or our properties.



Item 1A. Risk Factors



Not required for smaller reporting companies.



Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



None.



Item 6. Exhibits



|Exhibit Number |  | Description of Exhibits                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
    1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|               |  |                                                                                                                                                                                                                   
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
    1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|               |  |                                                                                                                                                                                                                   
|32.1           |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**                                                                                         
|               |  |                                                                                                                                                                                                                   
|101.INS        |  | XBRL Instance Document.(#)                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                   
|101.SCH        |  | XBRL Schema Document.(#)                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                   
|101.CAL        |  | XBRL Calculation Linkbase Document.(#)                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                   
|101.DEF        |  | XBRL Definition Linkbase Document.(#)                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                   
|101.LAB        |  | XBRL Labels Linkbase Document.(#)                                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                   
|101.PRE        |  | XBRL Presentation Linkbase Document.(#)                                                                                                                                                                           










*	Indicates a document being filed with
this Quarterly Report.



**	Information in
this Quarterly Report furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section.



(#) Pursuant to Rule 405(a)(2) of Regulation S-T, the Company
will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Quarterly Report
within the permitted 30-day grace period for the first quarterly period in which detailed footnote tagging is required.



15







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       |                                                                                                         | 
|---------------------- | ------------------------------------------------------------------------------------------------------- | 
|                       | CHARLIE GPS INC.                                                                                       
|                       |                                                                                                        
|Dated: August 21, 2012 | By: /s/ Jarnes Khorozian                                                                               
|                       | Name: Jarnes Khorozian                                                                                 
|                       | Title: President, Chief Executive Officer and
    Chief Financial Officer (Principal Financial Officer)



16