Wise Investments

[Scrooge McDuck]

From QTFV 10Q..........


FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For Quarter Ended June 30, 1996 Commission File No. 0-25022

CHELSEA ATWATER, INC.
(Exact name of Registrant as specified in its charter)

NEVADA 72-1148906
(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)

90 Madison Street, Suite 707
Denver, Colorado 80206
(Address of Principal Executive Offices) (Zip Code)

[phone]
(Registrant's Telephone Number, including Area Code)

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 such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing to such filing
requirements for at least the past 90 days.

Yes X No

The number of shares outstanding of each of the Registrant's classes of common
equity, as of June 30, 1996 are as follows:

Class of Securities Shares Outstanding
Common Stock, $.001 par value 622,649