-----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, D7kg9b+0PFhW245vUhPCa0Ez5jEuM+rVOMsIZLo094j2bnnO4YK/9zeSVkIU6zp2 1pyhDNmXp0XKgvSjx/rTSw== 0001144204-04-018386.txt : 20041112 0001144204-04-018386.hdr.sgml : 20041111 20041112093526 ACCESSION NUMBER: 0001144204-04-018386 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE PACKAGING CORP CENTRAL INDEX KEY: 0001025771 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 931216127 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-21609 FILM NUMBER: 041135671 BUSINESS ADDRESS: STREET 1: 26 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 2550 NW NICOLAI STREET CITY: PORTLAND STATE: OR ZIP: 97210 10QSB 1 v08505_10qsb.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 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: 0-21609 ------- CHASE PACKAGING CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 93-1216127 - ------------------------------------ ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) c/o Ann W. Green, 636 River Road, Fairhaven, NJ 07704 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (732) 741-1500 ------------------------------------------------ (Issuer's telephone number, including area code) Check whether the Issuer (1) 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. YES X NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 8, 2004 - -------------------------------------- --------------------------------- Common Stock, par value $.10 per share 8,627,275 shares - INDEX -
PAGE(S) ------- PART I. Financial Information: ITEM 1. Financial Statements Balance Sheets - September 30, 2004 (Unaudited) and December 31, 2003 3. Statements of Operations (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to September 30, 2004) and the Three and Nine Months Ended September 30, 2004 and 2003 4. Statements of Cash Flows (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to September 30, 2004) and the Nine Months Ended September 30, 2004 and 2003 5. Notes to Interim Financial Statements (Unaudited) 6. ITEM 2. Management's Discussion and Analysis or Plan of Operation 7. ITEM 3. Controls and Procedures 7. PART II. Other Information 8. SIGNATURES 9. EXHIBITS
Page 2. PART I. FINANCIAL INFORMATION: ITEM I. FINANCIAL STATEMENTS: CHASE PACKAGING CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS - ASSETS -
SEPTEMBER 30, December 31, 2004 2003 ----------- ----------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents $ 2,459 $ 1,074 ----------- ----------- TOTAL ASSETS $ 2,459 $ 1,074 =========== =========== - LIABILITIES AND SHAREHOLDERS' DEFICIT - CURRENT LIABILITIES: Accrued expenses $ 20,031 $ 25,982 ----------- ----------- TOTAL CURRENT LIABILITIES 20,031 25,982 ----------- ----------- CONVERTIBLE NOTES PAYABLE 12,500 -- ----------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' DEFICIT: Preferred stock $1.00 par value; 4,000,000 shares authorized, none issued -- -- Common stock, $.10 par value 25,000,000 authorized, 8,627,275 issued in 2004 and 2003 862,728 862,728 Additional paid-in capital 2,757,275 2,757,275 Common stock subscribed 8,000 8,000 Accumulated deficit (3,626,121) (3,626,121) Deficit accumulated during the development stage (31,954) (26,790) ----------- ----------- (30,072) (24,908) ----------- ----------- $ 2,459 $ 1,074 =========== ===========
Page 3. See notes to financial statements. CHASE PACKAGING CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)
CUMULATIVE DURING THE DEVELOPMENT STAGE THREE MONTHS ENDED Nine Months Ended (JANUARY 1, 1999 TO SEPTEMBER 30, September 30, SEPTEMBER 30, --------------------------- ---------------------------- 2004) 2004 2003 2004 2003 ----------- ----------- ----------- ----------- ----------- NET SALES $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- COSTS AND EXPENSES: General and administrative expense 33,024 4,968 3,320 5,171 8,255 Interest and other income (1,070) (7) (3) (7) (33) ----------- ----------- ----------- ----------- ----------- TOTAL COSTS AND EXPENSES 31,954 4,961 3,317 5,164 8,222 ----------- ----------- ----------- ----------- ----------- (LOSS) BEFORE INCOME TAXES (31,954) (4,961) (3,317) (5,164) (8,222) Income tax expense -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- NET (LOSS) $ (31,954) $ (4,961) $ (3,317) $ (5,164) $ (8,222) =========== =========== =========== =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 8,627,275 8,627,275 8,627,275 8,627,275 8,627,275 =========== =========== =========== =========== =========== (LOSS) PER COMMON SHARE $ -- $ -- $ -- $ -- $ -- =========== =========== =========== =========== ===========
Page 4. See notes to financial statements. CHASE PACKAGING CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)
CUMULATIVE DURING THE DEVELOPMENT STAGE Nine Months Ended (JANUARY 1, 1999 TO September 30, SEPTEMBER 30, ----------------- 2004 2004 2003 -------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $(31,954) $ (5,164) $ (8,222) Change in assets and liabilities: Accounts payable and accrued expenses (3,248) (5,951) 1,195 -------- -------- -------- NET CASH (UTILIZED) BY OPERATING ACTIVITIES (35,202) (11,115) (7,027) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from convertible notes 12,500 12,500 -- Proceeds from private placement/exercise of stock warrants 13,500 -- -- -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 26,000 12,500 -- -------- -------- -------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (9,202) 1,385 (7,027) Cash and cash equivalents, at beginning of period 11,661 1,074 8,100 -------- -------- -------- CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 2,459 $ 2,459 $ 1,073 ======== ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ --
Page 5. See notes to financial statements. CHASE PACKAGING CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION: On June 25, 1997, Chase Packaging Corporation ("Chase" or "the Company") announced to employees and creditors that Chase would begin an orderly liquidation of all Chase's assets beginning at the close of business on June 30, 1997. On July 25, 1997, the Company notified its creditors by mail that the Company would commence with an orderly liquidation of all its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner intended to maximize asset values. The Company's Board of Directors determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion. The Company ceased all operating activity as of June 30, 1997 and liquidation of all of its assets was completed as of December 31, 1997. The Board of Directors has been devoting its efforts to establishing a new business and, accordingly, the Company is being treated as a development state stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999. In the opinion of management, the accompanying unaudited interim condensed financial statements of the Company, contain all adjustments necessary (consisting of normal recurring accruals or adjustments only) to present fairly the Company's financial position as of September 30, 2004, the results of its operations for the three and nine month periods ended September 30, 2004 and 2003 and its cash flows for the nine month periods ended September 30, 2004. The accounting policies followed by the Company are set forth in Note 2 to the Company's financial statements included in its Annual Report on Form 10-KSB for the year ended December 31, 2003 which is incorporated herein by reference. Specific reference is made to this report for a description of the Company's securities and the notes to consolidated financial statements. NOTE 2 - LOSS PER COMMON SHARE: Loss per common share (basic and diluted), for the three and nine month periods were calculated by dividing the net loss for the period by the number of shares outstanding for the periods ended September 30, 2004 and 2003. NOTE 3 - SHAREHOLDERS' EQUITY/CONVERTIBLE NOTES: In July 2002, the Company received $8,000 as payment for 800,000 shares of common stock. Such shares have not been issued as of the filing of this report. During the 2004 third quarter, the Company issued $12,500 of 5% Convertible Notes due 2006 and received proceeds of $12,500. The investors were directors and an officer of the Company. The Notes are convertible into common stock at $0.01 or par value (currently $0.10 per share) whichever is greater. The Company and the Note Holder(s) have the option to mutually extend the term of the Note(s) if the par value has not been reduced to $0.01. If the Notes are converted at par greater than $0.01, then the Note Holder(s) will, upon conversion, receive a Unit consisting of one share of common stock and a 10-year warrant exercisable at the then par value of the common stock. Interest will accrue and be paid at maturity and, if unpaid, added to principal at the time of conversion. Page 6. ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS: Chase Packaging Corporation (the Company) experienced cash losses for past years in spite of numerous infusions of working capital and an aggressive program of inventory and expense reduction. During 1997, the Board of Directors determined that an orderly liquidation was in the best interest of the Company and all of its creditors and retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation. As part of the liquidation process, effective July 21, 1997, the Company sold most of its assets in Idaho Falls, Idaho (excluding real estate) to Lockwood Packaging Corporation for $330,000. The Company also sold the Idaho Falls real estate (land and building). During July and August of 1997, Chase sold most of its inventory in Portland to other packaging companies. The Company also sold its band label extruder for $125,000 with remaining inventory and machinery and equipment sold at an August 14 auction for gross proceeds of approximately $340,000. As of December 31, 1997, the Company had completed the liquidation of all of its assets. Effective January 1, 1999, the Board of Directors has been devoting its efforts to establishing a new business and accordingly, the Company is being treated as a development stage company, in accordance with Statement of Financial Accounting Standards No. 7, as of that date. The Company continues to pay for minor administrative expenses and is generating minimal interest income on its remaining cash balance. The Company's cash balance as of September 30, 2004 was $2,459. ITEM 3. CONTROLS AND PROCEDURES: An evaluation was performed, as of September 30, 2004, by our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on such evaluation, our management has concluded that our disclosure controls and procedures were effective as of September 30, 2004. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to September 30, 2004. Page 7. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports Exhibit 31.1 Certifications Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal Executive Officer) Exhibit 31.2 Certifications Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (Principal Financial Officer) Exhibit 32.1 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (Principal Executive Officer) Exhibit 32.2 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (Principal Financial Officer) Page 8. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHASE PACKAGING CORPORATION ---------------------------------------- Date: November 9, 2004 Ann W. Green (Assistant Secretary and Principal Financial and Accounting Officer) Page 9. EX-31.1 2 v08505_ex31-1.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Allen McInnes, president and principal executive officer of Chase Packaging Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Chase Packaging Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. November 9, 2004 ----------------------------------------- ALLEN MCINNES PRESIDENT AND CHIEF EXECUTIVE OFFICER Page 10. EX-31.2 3 v08505_ex31-2.txt EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ann W. Green, assistant secretary and principal financial and accounting officer of Chase Packaging Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Chase Packaging Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. November 9, 2004 -------------------------------------- Ann W. Green Assistant Secretary and Principal Financial Officer Page 11. EX-32.1 4 v08505_ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Chase Packaging Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Allen McInnes President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. -------------------------------------- Allen McInnes President and Chief Executive Officer November 9, 2004 Page 12. EX-32.2 5 v08505_ex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Chase Packaging Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ann W. Green, Assistant Secretary and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (3) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. ---------------------------------------- Ann W. Green Assistant Secretary and Principal Financial Officer November 9, 2004 Page 13. -----END PRIVACY-ENHANCED MESSAGE-----