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) ~~April 2~~: June 13, 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 1 5.0102. ~~Entry into~~ aDeparture ~~Material~~of ~~Definitive~~Directors ~~Agreement~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2008, stockholders owning 36,793,000 shares of the common stock of Chatsworth Data Solutions, Inc. (a“Registrant” or the “Company”) ~~First~~, representing ~~Closing~~approximately 71.73% of ~~Common~~the ~~Stock~~issued ~~Purchase~~and ~~Agreement~~outstanding common stock of the Company on such date, delivered to the Company written consents in lieu of an annual meeting, approving the election of Sid L. Anderson, John T. Harnett, Steven W. Lefkowitz, Dr. Teong C. Lim and William H. Moothart to the Company’s board of directors. With the exception of Mr. Harnett, each of the elected directors is an incumbent board member. Mr. Harnett fills the board seat formerly occupied by Iain Drummond, who did not stand for reelection. Mr. Drummond’s tenure as a member of the board did not end because of any disagreement with the Company on any matter relating to its operations, policies or practices, and he was not removed from the Board “for cause.”

OnThe ~~April 2,~~Company’s ~~2008,~~directors ~~Chatsworth~~do ~~Data~~not ~~Solutions,~~receive ~~Inc,~~any ~~(formerly~~compensation ~~known~~for serving as ~~Adera~~a ~~Mines,~~board ~~Limited)~~member ~~(the~~other ~~“Company”)~~than ~~closed~~the onreimbursement ~~$1,007,300~~ of ~~subscriptions~~their ~~raised~~expenses. ~~under~~The aCompany’s ~~Common~~Compensation ~~Stock~~Policy ~~Purchase~~for ~~Agreement~~Non-Employee ~~(“SPA”)~~Directors byprovides ~~and~~that ~~among~~each ~~the Company and a group of~~non-employee ~~investors~~director ~~(collectively~~be ~~the”~~granted ~~Investors”).~~250,000 ~~Terms~~common ofstock ~~the~~options ~~SPA~~upon ~~provided~~joining ~~for~~the aboard, of ~~minimum~~which ~~of 20~~130,000~~,000~~ ~~shares~~options ~~and~~are aimmediately ~~maximum of 30~~exercisable,~~000,000~~ ~~shares~~with tothe beremaining ~~sold~~120,000 ~~under the~~options ~~SPA,~~vesting atin aeight ~~price~~equal ofquarterly ~~$.05~~installments ~~per~~over ~~share.~~a Ontwo-year ~~April~~period. Options 2,granted ~~2008,~~pursuant to the ~~Company~~Compensation ~~held~~Policy ~~its~~for Non-Employee Directors ~~initial~~may ~~closing~~be ofgranted ~~the~~with ~~common~~an ~~stock~~exercise ~~offering,~~price ~~and~~not ~~issued~~less ~~20,146,000~~than ~~shares~~85% of the closing bid ofprice ~~its~~of the Company’s common stock aton athe ~~price~~grant ~~of $~~date.05 ~~per~~As ~~share~~the ~~for~~only anew ~~total~~board ~~consideration of~~member, ~~$1,007,300~~Mr. ~~Ten~~Harnett ~~million~~was ~~shares~~granted ~~were~~options ~~purchased~~on byJune ~~Vision Opportunity Master Fund~~13, ~~Ltd.~~ ~~(“Vision”)~~2008 ~~and~~to 10acquire 250,~~146,~~000 shares ~~were purchased by other accredited~~ ~~investors, including officers, directors, management and employees~~ of ~~the~~ ~~Company~~common orstock ~~its~~at ~~wholly~~an ~~owned~~exercise ~~subsidiary,~~price ~~Chatsworth~~of ~~Data~~$0.085 ~~Corporation~~per share, assuch ~~well~~exercise price asbeing ~~existing~~equal ~~shareholders~~to 85% of the ~~Company.~~closing ~~The~~bid ~~securities~~price ~~were~~of ~~offered and sold by~~ the Company’s ~~pursuant~~common tostock ~~exemptions~~on ~~from~~June ~~registration set forth in section 4(2)~~13, of2008, the ~~Securities~~date ~~Act~~ of ~~1933,~~Mr. asHarnett’s ~~amended,~~election ~~and~~to ~~Rule~~the ~~506 of Regulation D promulgated thereunder~~board.

~~The common~~Item ~~stock~~5.03. ~~purchased~~Amendments ~~by Investors other than Vision is subject~~ to aArticles ~~Lock-up Agreement, which provides that the Investor may not sell the common stock purchased by him for a period~~ of ~~twelve~~Incorporation ~~(12)~~or ~~months~~Bylaws; ~~following~~Change ~~the closing. Thereafter, the Investor may sell no more than 1/12 of the shares~~ in ~~any~~Fiscal ~~one month for a period of 24 months~~Year.

~~The~~On ~~funds~~June ~~received~~13, by2008, stockholders holding an aggregate 36,793,000 shares of the Company’s common ~~were~~stock, ~~immediately~~representing ~~transferred~~approximately 71.73% of the issued and outstanding common stock of the Company on such date, delivered to the Company written consents approving an amendment to the Company’s Articles of Incorporation, as amended, to provide for a change of the name of the corporation from Chatsworth Data Solutions, Inc. to “International Data Solutions, Inc.” A Certificate of ~~Corporation~~Amendment ~~for~~reflecting ~~use~~the inname change will be filed with the Nevada Secretary of State 20 days after dissemination of the Company’s definitive information statement to its ~~operations.~~stockholders, at which time it is anticipated that the Company will seek a new trading symbol for its common stock, which currently trades on the OTCBB under the symbol “CHWD.”

(b) Execution of Penalty Settlement Agreement

On April 3, 2008, the Company reached an agreement with investors holding certain registration rights under an August 2006 Investor Rights Agreement, whereby the Company was obligated to file a registration statement covering the investors’ shares and to have such registration statement declared effective by the Securities and Exchange Commission within a specified period of time. Failure to meet its obligations under the Investor Rights Agreement resulted in the Company incurring monetary penalties to the investors. With the execution of the Penalty Settlement Agreement on April 3, 2008, the parties to the Investor Rights Agreement agreed to cease any further accrual of the late registration penalties under such agreement, and the Company issued promissory notes to the investors in the aggregate amount of $754,600, reflecting accrued late registration penalties through February 29, 2008. The notes bear interest at 12% per annum and mature March 10, 2010. If the Adjusted Share Price of the Company’s common stock is equal to or greater than $.25 for a period of five (5) consecutive trading days the Company has the option of paying any or all of the accrued interest in its common stock. The agreement relieves the Company of any further obligation to register the investors’ shares that were the subject of a pending registration statement on Form SB-2.

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~~June 818, ~~2008,~~ reporting on the matters described in Item 5.02 ~~1.01,~~ and Item 25.03 ~~and Item 3.02~~ of this Report.

Item 9.01.

Financial Statements and Exhibits

(d)	The following exhibits are filed herewith:

1099.1 ~~Form~~Press ofrelease ~~Common~~dated ~~Stock~~June ~~Purchase~~18, ~~Agreement~~2008.

~~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~~ Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly ~~duly~~ authorized.

	Chatsworth Data Solutions, Inc.
Date: April 8, 2008	By:		/s/ Sid L. Anderson
Date: June 18, 2008	By:	/s/ Sid L. Anderson
		Sid L. Anderson	~~Sid L. Anderson~~
		President and CEO	~~President and CEO~~

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
10.1		Form of Common Stock Purchase Agreement
99.1*	Press release dated June 18, 2008.
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.

5* Filed herewith.

Filing Compare · CHATSWORTH DATA SOLUTIONS, INC.