UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~December~~April 32, ~~2007~~ 2008

CHATSWORTH DATA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA

(State or Other Jurisdiction of Incorporation)

000-51308		98-0427221
(Commission File Number)		(IRS Employer Identification No.)

321 South Boston Avenue, Suite 218, Tulsa, OK 74103

(Address of Principal Executive Offices) (Zip Code)

(918) 645-3701

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 1.0201. Entry into ~~Departure~~a ofMaterial ~~Director~~Definitive ~~or Principal Officers; Election of Directors; Appointment of Principal Officers.~~Agreement

~~Effective November 30, 2007 J. Stewart Asbury III resigned as President and Chief Executive Officer of Chatsworth Data Solutions, Inc.~~ (~~the “Company”~~a) ~~and~~ First ~~Chatsworth~~Closing Data Corporation (“CDC”), its wholly owned subsidiary. Sid L. Anderson, the Company’s Chairman and Executive Director, will replace Mr. Asbury as President and Chief Executive Officer of ~~the~~Common ~~Company~~Stock ~~and~~Purchase Louis W. Dedier III will replace Mr. Asbury as President and Chief Executive Officer of CDC. Mr. Asbury will remain with CDC as its Executive Vice President and Chief Operating Officer.Agreement

~~Mr.~~On ~~Anderson~~April 2, 602008, ~~began~~Chatsworth ~~his~~Data ~~professional~~Solutions, ~~career~~Inc, ~~with~~(formerly ~~Peat,~~known ~~Marwick,~~as ~~Mitchell~~Adera ~~& Co.~~Mines, Limited) (~~currently~~the ~~KPMG~~“Company”) inclosed ~~Tulsa~~on $1,007,300 OKof ~~where~~subscriptions heraised ~~was~~under ~~employed~~a Common ~~for~~Stock ~~over~~Purchase ~~five~~Agreement ~~years~~(“SPA”) by and among the Company and a group of in investors (collectively the” ~~firm’s~~Investors”). ~~tax~~Terms ~~department~~of ~~leaving~~the inSPA ~~December~~provided ~~1977~~for asa minimum of 20,000,000 shares and a ~~Tax~~maximum ~~Manager.~~of ~~After~~30,000,000 shares to be sold ~~leaving~~under the ~~public accounting~~SPA, Mrat a price of $.05 ~~Anderson~~per ~~practiced~~share. ~~law~~On ~~for~~April ~~five~~2, ~~years~~2008, the Company held its initial closing of the common stock offering, and ~~was~~issued 20,146,000 shares aof ~~Partner~~its ~~with~~common ~~the~~stock ~~law~~at ~~firm~~a price of ~~Pray~~$.05 per share for a total consideration of $1,007,300. ~~Walker~~Ten million shares were purchased by Vision Opportunity Master Fund, Ltd. ~~Jackman~~(“Vision”) and 10,146,000 ~~Williamson~~shares &were ~~Marlar~~purchased inby other accredited ~~Tulsa~~investors, ~~Oklahoma.~~including Inofficers, ~~1981~~directors, ~~Mr.~~management ~~Anderson~~and ~~founded~~employees ~~Pan~~of ~~Western~~the Company ~~Energy~~or its wholly owned subsidiary, Chatsworth Data Corporation, as well aas ~~small~~existing ~~publicly~~shareholders ~~traded~~of ~~oil~~the ~~and~~Company. ~~gas~~The ~~exploration~~securities ~~and~~were ~~production~~offered ~~company,~~and ~~where~~sold heby ~~served~~the asCompany ~~the~~pursuant ~~company’s~~to ~~President~~exemptions ~~and~~from ~~Chief~~registration ~~Executive~~set ~~Officer~~forth ~~and~~in ~~Chairman~~section of4(2) ~~its~~of ~~Board~~the ofSecurities ~~Directors~~Act ~~for~~of ~~nineteen~~1933, ~~years~~as ~~until~~amended, ~~the~~and ~~company~~Rule ~~was~~506 ~~sold~~of ~~October~~Regulation D ~~1, 2000.~~promulgated thereunder.

~~Mr.~~The ~~Anderson~~common ~~received~~stock ~~his~~purchased ~~undergraduate~~by ~~degree~~Investors inother ~~Business~~than ~~Administration~~Vision ~~from the University~~is ofsubject ~~Oklahoma in 1969 and his Juris Doctorate degree from the University of Oklahoma in 1972. He was admitted~~ to ~~practice~~a ~~law in Oklahoma~~Lock-up ~~in 1972~~Agreement, ~~and~~which ~~received~~provides ~~his~~that ~~Certified Public Accountant certificate in 1975. Mr. Anderson also was licensed to practice before~~ the ~~United~~Investor ~~States~~may ~~District~~not ~~Court for~~sell the ~~Northern~~common ~~District of Oklahoma and the United States Tax Court. Mr.~~stock ~~Anderson~~purchased ~~has~~by ~~served~~him onfor ~~the~~a ~~board~~period of ~~numerous~~twelve ~~civic~~(12) ~~and~~months ~~academic~~following ~~organizations as well as public trust authorities including~~ the ~~board of trustees of Oklahoma State University - Tulsa and the University of Tulsa, College of Business Administration Executive Advisory Board~~closing. ~~Mr. Anderson has also served as a~~ ~~trustee of the Tulsa Industrial Authority~~Thereafter, the ~~University~~Investor ~~Center~~may atsell ~~Tulsa~~no ~~Trust Authority~~more ~~and~~than ~~the~~1/12 ~~Economic~~of ~~Development Commission for~~ the ~~City~~shares ~~of Tulsa. In addition, Mr. Anderson served~~ in ~~the~~any ~~United States Army Reserve (Captain) from~~one ~~1971~~month ~~through~~for ~~1986 and is~~ a ~~member~~period of ~~the~~24 ~~National Eagle Scout Association~~months. ~~Since 2001,~~ ~~Mr. Anderson has provided consulting services to a number of companies on a variety of financial and business matters.~~

~~Prior~~The tofunds ~~joining~~received ~~Chatsworth~~by Data Corporation, Mr. Dedier, 44, was Vice President of Western US Operations for Election Systems & Software for five (5) years which included primary responsibility for sales and service of election systems in the ~~western~~Company ~~United~~were ~~States.~~immediately ~~Prior~~transferred to ~~that,~~Chatsworth ~~Mr. Dedier was employed by the~~Data ~~State~~Corporation ~~of California~~ for ~~twenty~~use ~~(20) years~~ in ~~various~~its ~~positions including Deputy Secretary of State~~operations. ~~In addition, Mr. Dedier has been involved in a number of businesses in the private sector. Mr. Dedier attended California State University.~~

2(b) Execution of Penalty Settlement Agreement

~~Mr.~~On ~~Dedier~~April 3, ~~has~~2008, ~~entered~~the ~~into~~Company reached an ~~employment~~ agreement aswith ~~the~~investors ~~President~~holding ~~and Chief~~certain ~~Executive~~registration ~~Officer~~rights ofunder ~~CDC~~an ~~for~~August a2006 ~~three~~Investor ~~year~~Rights ~~term at a salary of $184~~Agreement,~~000~~ ~~per~~whereby ~~year.~~the ~~CDC~~Company ~~has~~was ~~provided~~obligated ~~Mr.~~to ~~Dedier~~file ~~with~~a anregistration ~~incentive~~statement ~~compensation~~covering ~~plan~~the ~~that will~~investors’ ~~provide~~shares ~~compensation~~and ~~based~~to onhave asuch ~~percentage~~registration ofstatement ~~earnings~~declared ~~before~~effective ~~interest,~~by ~~taxes,~~the ~~depreciation~~Securities and ~~amortization~~Exchange ~~(“EBITDA”).~~Commission ~~Mr.~~within ~~Dedier~~a ~~shall~~specified ~~receive~~period 1of time.5% ofFailure ~~EBITDA~~to meet ~~commencing~~its atobligations anunder ~~EBITDA~~the ~~level~~Investor ofRights ~~$1,000,000~~Agreement upresulted in the Company incurring monetary penalties to 5the investors.5% With the execution of ~~EBITDA~~the inPenalty ~~excess~~Settlement ofAgreement ~~$5,000,000,~~ on anApril ~~annual~~3, ~~basis.~~2008, Inthe ~~addition,~~parties heto ~~will~~the beInvestor ~~provided~~Rights ~~an apartment~~Agreement ~~and~~agreed ato ~~leased~~cease ~~automobile~~any ~~for~~further ~~the~~accrual ~~term~~ of the ~~employment~~late ~~agreement.~~registration penalties ~~The employment~~under such agreement, ~~grants~~and anthe ~~option~~Company issued promissory notes to ~~purchase~~the 1investors in the aggregate amount of $754,~~000~~600,~~000~~ ~~shares~~reflecting ofaccrued ~~our~~late ~~common~~registration ~~stock~~penalties atthrough anFebruary ~~exercise~~29, ~~price of $0~~2008.10 ~~per~~The ~~share~~notes ~~which~~bear ~~vest~~interest ~~equally~~at ~~over~~12% ~~the~~per 36annum ~~month~~and ~~term~~mature atMarch ~~the~~10, ~~rate~~2010. ofIf ~~27,778~~the ~~per~~Adjusted ~~month,~~Share ~~until~~Price ~~1,000,000~~of ~~options~~the ~~shall~~Company’s becommon ~~vested.~~stock ~~The~~is ~~options~~equal ~~shall~~to ~~have~~or agreater ~~five~~than ~~year term~~$.25 Iffor ~~Mr.~~a ~~Dedier~~period isof ~~terminated~~five (5) consecutive ~~without~~trading ~~cause,~~days hethe ~~will~~Company ~~receive~~has the ~~lesser~~option of ~~twelve~~paying ~~months~~any ~~salary~~ or all of the ~~balance~~accrued ofinterest ~~his~~in ~~salary~~its ~~for~~common stock. The agreement relieves the ~~remainder~~Company of any further obligation to register the ~~term~~investors’ ~~and~~shares ~~all~~that ~~unvested~~were ~~options~~the ~~will~~subject ~~vest~~of a pending ~~immediately~~registration statement on Form SB-2.

(c) Second Amendment to Revolving Credit Agreement

On April 3, 2008, Chatsworth Data Corporation (the “Subsidiary”), a wholly-owned subsidiary of the Company, entered into a second amendment to its Revolving Credit Agreement (the “Agreement”) with Bank of Oklahoma, N.A. (“BOK”), dated December 31, 2006, The Agreement originally expired November 30, 2007 and was amended and extended to February 28, 2008 by a first amendment to the Agreement. Pursuant to the amendment, which was effective as of February 28, 2008, the term of the Agreement has been extended to February 28, 2009, when all amounts outstanding are due and payable. The Agreement provides for a facility in the maximum amount of $3.0 million. The Agreement is subject to a borrowing base agreement and is secured by all accounts receivable and inventory of the Subsidiary. All advances bear interest at prime plus 2% and are payable monthly in arrears. The Agreement provides for a standby fee of 2% of the unused portion of the facility.

The Agreement includes customary affirmative and negative covenants, including limitations on the Subsidiary’s creation of new indebtedness and restrictions on engaging in certain transactions, entering into operating leases and providing guaranties to other parties. The Agreement also provides, beginning on July 31, 2008, for the Subsidiary to maintain minimum net capital, in accordance with GAAP, of $1,250,000, and provides for the maintenance of a funded debt to EBITDA ratio and fixed charge coverage ratio. The Agreement is subject to customary events of default. Upon the occurrence of an event of default, the obligation to make further advances under the revolving credit facility will terminate and BOK may declare the outstanding amounts payable under the Agreement due and payable. The Company is a guarantor of the Subsidiary’s obligations under the Agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The Registrant incorporates herein by reference the discussion set forth in Item 1.01(b) and (c) of this current report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The Registrant incorporates herein by reference the discussion set forth in Item 1.01(a) of this current report on Form 8-K.

Item 8.01. Other Events.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the Company’s press release dated April 8, 2008, reporting on the matters described in Item 1.01, Item 2.03 and Item 3.02 of this Report.

Item 9.01. Financial Statements and Exhibits

(d)

The following exhibits are filed herewith:

9910.1 ~~Press~~Form ~~Release~~of ~~dated~~Common ~~December~~Stock 3,Purchase ~~2007.~~Agreement

10.2

Form of Lock Up Agreement

10.3

Amendment Two to Revolving Credit Agreement

10.4

Promissory Note of Chatsworth Data Corporation to Bank of Oklahoma, N.A.

10.5

Penalty Settlement Agreement and form of promissory note

99.1

Press release dated April 8, 2008.

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 hereunto duly authorized.

	CHATSWORTH DATA SOLUTIONS, INC
	Chatsworth Data Solutions, Inc.
Date: December 3, 2007	By:	/s/ Sid L. Anderson
Date: April 8, 2008	By:		/s/ Sid L. Anderson
		~~Sid L. Anderson~~	Sid L. Anderson
		President and Chief Executive Officer
			President and CEO

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release dated December 3, 2007

EXHIBIT INDEX

Exhibit No.		Description

10.1		Form of Common Stock Purchase Agreement
10.2		Form of Lock Up Agreement
10.3		Amendment Two to Revolving Credit Agreement
10.4		Promissory Note of Chatsworth Data Corporation to Bank of Oklahoma, N.A.
10.5		Penalty Settlement Agreement and form of promissory note
99.1		Press release dated April 8, 2008.

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