-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNIc3dfeepe4nRdFq3cMpq52vdxSSDIxi02oOIlaXnqbJvOisz8Eu+h84SyMoN/h kRitlqf3sRICwG8TClIrMA== 0001144204-07-000970.txt : 20070108 0001144204-07-000970.hdr.sgml : 20070108 20070108171938 ACCESSION NUMBER: 0001144204-07-000970 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADERA MINES LTD CENTRAL INDEX KEY: 0001281629 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 980427221 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51308 FILM NUMBER: 07518339 BUSINESS ADDRESS: STREET 1: 1020 HARWOOD STREET SUITE 1201 STREET 2: VANCOUVER CITY: BRITISH COLUMBIA CANADA STATE: A1 ZIP: V5E 4R1 BUSINESS PHONE: 6047161675 MAIL ADDRESS: STREET 1: 1020 HARWOOD STREET SUITE 1201 STREET 2: VANCOUVER CITY: BRITISH COLUMBIA CANADA STATE: A1 ZIP: V5E 4R1 8-K 1 v062128_8k.htm Unassociated Document
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)
January 8, 2007
   
CHATSWORTH DATA SOLUTIONS, INC. (fka ADERA MINES, LIMITED)
(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.)
   
20710 Lassen Street, Chatsworth, California
91311
(Address of Principal Executive Offices)
(Zip Code)
   
(818) 341-9200
(Registrant’s Telephone Number, Including Area Code)
   
   
(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):

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

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

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

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

 
 

 

Item 2.02 Results of Operations and Financial Condition.

On January 8, 2007 Chatsworth Data Solutions, Inc. (“CHWD”) issued a press release announcing the Company’s financial results for the fiscal quarter ended October 31, 2006. A copy of the press release dated January 8, 2007, is attached as Exhibit 99.1 to this Form 8-K.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits. The following exhibits are furnished herewith:

99.1 Press release dated January 8, 2007.


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.
     
     
     
Date:  January 8, 2007
By:
s/ J. Stewart Asbury III
   
Stewart Asbury III
   
President
 


 
2

 

 
EX-99.1 2 v062128_ex99-1.htm Unassociated Document
Exhibit 99.1
NEWS RELEASE for January 8, 2007
Contact:
Joe Allen (investors)
Sid L. Anderson, Chairman
 
Allen & Caron Inc
Chatsworth Data Solutions, Inc
 
212 691 8087
918-645-3701
 
joe@allencaron.com
sid@slacollc.com

CHATSWORTH DATA REPORTS RESULTS FOR FY 2007 THIRD QUARTER
AND FIRST NINE MONTHS
 
CHATSWORTH, CA (January 8, 2007) … Chatsworth Data Solutions, Inc. (OTCBB:CHWD) (the “Company”) announced today results for its third quarter and nine months ended October 31, 2006. With regard to the year-earlier 3-month and 9-month periods, the Company had no revenues prior to the acquisition of Chatsworth Data Corporation (“CDC”).
 
On August 7, 2006, the Company acquired 100 percent of the common stock of CDC. This acquisition was effective August 1, 2006, and the results of CDC's operations have been included in the consolidated financial statements since August 1, 2006.
 
For the nine months ended October 31, 2006 revenues were $2,814,620 compared to no revenue for the same period during 2005. Net loss for the nine months ended October 31, 2006 was $369,414 compared to a net loss of $46,887 for the same period in 2005. The net loss of $369,414 for the nine months ended October 31, 2006, includes $788,268 of non-cash stock compensation expense and $305,253 of accounting and legal fees incurred for the interim audit of CDC, preparation of the Company’s current report on Form 8-K related to the CDC acquisition, and the preparation of a registration statement filed with the Securities and Exchange Commission on behalf on certain of the Company’s stockholders.
 
The results for the three months ended October 31, 2006 are comparable to those achieved for the nine month period ended October 31, 2006. As indicated above the Company has no significant operations until it acquired CDC effective August 1, 2006. The Company experienced a net loss of $354,229 for the three month period ended October 31, 2006.
 
For the three and nine month periods, sales of optical readers totaled $2,080,090 while impact recorders and indicators totaled $647,916. The balance of $86,614 was from other sources of revenue.
 
As of October 31, 2006, the Company had cash on hand of $1,233,164 compared to $8,689 as of January 31, 2006. The Company had positive net cash provided by operating activities for the nine months ended October 31, 2006 of $573,454 compared to net cash used in operating activities of ($61,780) for the nine months ended October 31, 2005.
 
Chatsworth Data Solutions’ Executive Director, Sid Anderson, said, “We believe that the markets we target -- education, gaming and lottery, health care, and voting tabulations -- are strong. We believe our recent successes, such as with the recent elections in California, underscore that. As to the results for the quarter, our gross profit margin of 44 percent remains strong and points the way toward a positive and cash-generating near-term future.”
 



 

 
A condensed unaudited summary of the results of operations for the three month and nine month periods ended October 31, 2006 and October 31, 2005 are as follows:

   
Three months ended
 
Nine months ended
 
   
October 31,
 
October 31,
 
   
2006
 
2005
 
2006
 
2005
 
Net sales
 
$
2,814,620
 
$
-
 
$
2,814,620
 
$
-
 
Cost of sales
   
1,575,718
   
-
   
1,575,718
   
-
 
Gross profit
   
1,238,902
   
-
   
1,238,902
   
-
 
                           
Operating expenses
                         
General and administrative
   
1,682,367
   
22,279
   
1,697,284
   
34,121
 
Depreciation
   
3,579
   
100
   
3,777
   
166
 
Amortization of intangible assets
   
248,760
   
-
   
248,760
   
-
 
Other operating costs
   
-
   
7,600
   
-
   
12,600
 
                           
Loss from operations
   
(695,804
)
 
(29,979
)
 
(710,919
)
 
(46,887
)
Other income (expense)
   
-
   
-
             
Interest expense
   
(25,249
)
 
-
   
(25,349
)
 
-
 
Other income (expense), net
   
(25,249
)
 
-
   
(25,349
)
 
-
 
                           
Loss before benefit for income taxes
   
(721,053
)
 
(29,979
)
 
(736,268
)
 
(46,887
)
Income tax benefit
   
366,754
   
-
   
366,754
   
-
 
                           
Net Loss
 
$
(354,299
)
$
(29,979
)
$
(369,514
)
$
(46,887
)
                           
Net loss per share-basic and diluted
   
(0.01
)
 
(0.01
)
 
(0.03
)
 
(0.01
)
                           
Weighted Average Shares Outstanding
   
29,745,351
   
5,832,000
   
13,802,830
   
5,573,000
 
 
 
Summary of unaudited net sales and gross profit of CDC for the three and nine month periods ended October 31, 2006 and October 31, 2005 are as follows. The prior results are not necessarily indicative of the financial results that might be expected in the future.
 



 

 
   
Three months ended
 
Nine months ended
 
   
October 31,
 
October 31,
 
   
2006
 
2005
 
2006
 
2005
 
Net sales
 
$
2,814,620
 
$
1,329,640
 
$
7,458,927
 
$
4,038,007
 
Cost of sales
   
1,575,718
   
1,090,706
   
5,007,856
   
3,172,119
 
Gross profit
   
1,238,902
   
238,934
   
2,451,071
   
865,888
 

About Chatsworth Data Solutions, Inc.
Located in Chatsworth, CA, the Company is the parent of Chatsworth Data Corporation (“CDC”), of Chatsworth, CA. CDC has been trusted worldwide for 35 years as a provider of innovative, highly accurate and economically priced intelligent data capture technology. CDC provides the front end optical mark sensing and image scanning systems designed to meet the forms capture and document management needs of value added resellers, system integrators and applications developers who embed CDC technology into solutions tailored for several key markets. Chief among them are gaming, educational testing, elections, surveying, and intelligence gathering. Over a million reader and optical head assemblies have been sold by CDC to date. CDC also develops impact recording devices for packaging, shipping, insurance and transportation companies as well as organizations that manufacture fragile or sensitive products. Shares of Chatsworth Data Solutions, Inc. are traded on OTC:BB under the symbol CHWD. For more information about the Company and CDC, visit www.chatsworthdata.com.

Forward Looking Statements
This release contains or may contain certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All such forward-looking statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in this release, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the sections of the Company’s reports filed or to be filed with the Securities and Exchange Commission entitled “Risk Factors”) relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although the Company believes that the expectations reflected in the forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future results, levels of activity, performance or achievements and actual results or developments may differ materially from those in the forward looking statements. The Company does not undertake any obligation to update any of the forward-looking statements to conform these statements to actual results.


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