-----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, KuQZh2FYuGO/EyJy+i4/fedPB8pVxiYL/FmxaZwp0TBOoshYb35viREaFNksr7p+ bp64sSxUGEBLVTxO5Vv82A== 0001144204-05-015716.txt : 20050516 0001144204-05-015716.hdr.sgml : 20050516 20050516155330 ACCESSION NUMBER: 0001144204-05-015716 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 05834226 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 v018324_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 March 31, 2005 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) 636 River Road, Fairhaven, New Jersey 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 March 31, 2005 - -------------------------------------- ---------------------------------- Common Stock, par value $.10 per share 8,627,275 shares - INDEX -
Page(s) ------- PART I. Financial Information: ITEM 1. Financial Statements Condensed Balance Sheets - March 31, 2005 (Unaudited) and December 31, 2004 3. Condensed Statements of Operations (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to March 31, 2005) and the Three Months Ended March 31, 2005 and 2004 4. Condensed Statements of Cash Flows (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to March 31, 2005) and the Three Months Ended March 31, 2005 and 2004 5. Notes to Interim Condensed Financial Statements (Unaudited) 6. ITEM 2. Management's Discussion and Analysis or Plan of Operation 8. ITEM 3. Controls and Procedures 8. PART II. Other Information 9. SIGNATURES 10. EXHIBITS INDEX 11.
Page 2. PART I. FINANCIAL INFORMATION: ITEM I. FINANCIAL STATEMENTS: CHASE PACKAGING CORPORATION (A Development Stage Company) CONDENSED BALANCE SHEETS
- ASSETS - March 31, December 31, 2005 2004 ----------- ----------- (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 3,129 $ 734 ----------- ----------- TOTAL ASSETS $ 3,129 $ 734 =========== =========== - LIABILITIES AND SHAREHOLDERS' DEFICIT - CURRENT LIABILITIES: Accrued expenses $ 14,186 $ 11,905 ----------- ----------- TOTAL CURRENT LIABILITIES 14,186 11,905 ----------- ----------- CONVERTIBLE NOTES PAYABLE 16,500 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 2005 and 2004 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 (29,439) (25,553) ----------- ----------- (27,557) (23,671) ----------- ----------- $ 3,129 $ 734 =========== ===========
See notes to financial statements. Page 3. CHASE PACKAGING CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)
Cumulative During the Three Months Ended Development Stage March 31, (January 1, 1999 to --------------------------------- March 31, 2005) 2005 2004 ---------------------- ----------- ----------- NET SALES $ -- $ -- $ -- ----------- ----------- ----------- COSTS AND EXPENSES: General and administrative expense 37,403 3,700 -- Reversal of over-accrued expenses (7,077) -- -- Interest expense 190 190 -- Interest income (1,077) (4) -- ----------- ----------- ----------- TOTAL COSTS AND EXPENSES 29,439 3,886 -- ----------- ----------- ----------- (LOSS) BEFORE INCOME TAXES (29,439) (3,886) -- Income tax expense -- -- -- ----------- ----------- ----------- NET (LOSS) $ (29,439) $ (3,886) $ -- =========== =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 8,627,275 8,627,275 8,627,275 =========== =========== =========== (LOSS) PER COMMON SHARE - BASIC AND DILUTED $ -- $ -- $ -- =========== =========== ===========
See notes to financial statements. Page 4. CHASE PACKAGING CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
Cumulative During the Three Months Ended Development Stage March 31, (January 1, 1999 to ---------------------------- March 31, 2005) 2005 2004 -------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $(29,439) $ (3,886) $ -- Change in assets and liabilities: Accounts payable and accrued expenses (9,093) 2,281 -- -------- -------- -------- Net cash (utilized) provided by operating activities (38,532) (1,605) -- -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from private placement/exercise of stock warrants 5,500 -- -- Proceeds from convertible debt 16,500 4,000 -- Capital contribution 8,000 -- -- -------- -------- -------- Net cash provided by financing activities 30,000 4,000 -- -------- -------- -------- NET (DECREASE) INCREASE IN CASH (8,532) 2,395 -- CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 11,661 734 1,074 -------- -------- -------- CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 3,129 $ 3,129 $ 1,074 ======== ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ --
See notes to financial statements. Page 5. CHASE PACKAGING CORPORATION (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2005 (Unaudited) NOTE 1 - BASIS OF PRESENTATION: Chase Packaging Corporation ("the Company"), a Texas Corporation, manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use and distributed agricultural packaging manufactured by other companies. The Company was a wholly-owned subsidiary of TGC Industries, Inc. (TGC) through July 31, 1996. The Company experienced losses for many years, and the Company's secured lender decided not to renew the Company's operating line of credit. As a result, 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. On June 25, 1997, the Company announced to employees and creditors that it would begin an orderly liquidation of all its assets beginning at the close of business on June 30, 1997. On July 25, 1997, the Company notified its creditors by mail that it 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. Liquidation of the Company's 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 March 31, 2005 and the results of its operations and cash flows for the three month periods ended March 31, 2005 and 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, 2004 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 - INCOME (LOSS) PER COMMON SHARE: Income (loss) per common share was calculated by dividing net income (loss) by the weighted average number of shares outstanding for each reporting period. NOTE 3 - SHAREHOLDERS' EQUITY: 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. Page 6. CHASE PACKAGING CORPORATION (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2005 (Unaudited) NOTE 3 - CONVERTIBLE DEBT: During the 2004 third quarter, the Company issued $12,500 of 5% Convertible Notes and received proceeds of $12,500, and during the first quarter of 2005, the Company issued $4,000 of 5% Convertible Notes and received proceeds of $4,000. 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 Holders have the option to mutually extend the term of the Notes if the par value has not been reduced to $0.01, by the due date. If the Notes are converted at a value greater than $0.01, then the Note Holders 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. The notes, which were originally due in 2006 have been extended until 2007. Page 7. 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 reductions. 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, Oregon to other packaging companies. The Company also sold its band label extruder for $125,000 and its remaining inventory and machinery and equipment were sold at an August 14, 1997 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 interest income on its remaining cash balance. There can be no assurance that we will be successful in either establishing a new business or in finding a business for acquisition. As a result of the sale of common shares in a private placement and the exercise of common stock purchase warrants during the last quarter of 2001 as well as additional loans and capital contributions made since then, to satisfy the Company's minimal cash requirements, the Company's cash balance as of March 31, 2005 was $3,129. ITEM 3. CONTROLS AND PROCEDURES: (a) Evaluation of Disclosure Controls and Procedures. As of March 31, 2005, we carried out an evaluation, under the supervision of Ann W. Green our sole Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified by the SEC's rules and forms. Based upon that evaluation, the Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to the company required to be included in the company's period SEC filings. (b) Changes in Internal Control. Subsequent to the date of such evaluation as described in subparagraph (a) above, there were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses Page 8. 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 None Exhibit31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit31.2 Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Page 9. 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: May 12, 2005 Ann W. Green (Assistant Secretary and Principal Financial and Accounting Officer) Page 10. CHASE PACKAGING CORPORATION QUARTERLY REPORT ON FORM 10-QSB QUARTER ENDED MARCH 31, 2005 EXHIBIT INDEX Exhibit Number Description 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Page 11. EX-31.1 2 v018324_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 annual report on Form 10-QSB of Chase Packaging Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 12, 2005 ----------------------------------- Allen McInnes President & Principal Executive Officer EX-31.2 3 v018324_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 annual report on Form 10-QSB of Chase Packaging Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 12, 2005 ----------------------------------- Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer) EX-32.1 4 v018324_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 This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly report on Form 10-QSB (the "Form 10-QSB") for the period ended March 31, 2005 of Chase Packaging Corporation (the "Company"). I, Allen McInnes, President and Principal Executive Officer of the Company, certify that, to the best of my knowledge: (1) The Form 10-QSB fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. ----------------------------------- Allen McInnes President & Principal Executive Officer May 12, 2005 EX-32.2 5 v018324_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 This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly report on Form 10-QSB (the "Form 10-QSB") for the period ended March 31, 2005 of Chase Packaging Corporation (the "Company"). I, Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer) (1) The Form 10-QSB fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. ---------------------------------------- Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer) May 12, 2005 -----END PRIVACY-ENHANCED MESSAGE-----