-----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, T07tKaVqEWFFUNjeJXB/WUmbmqN218iXnIpEiSzmvEVgWawVuUjTyuFdYbu+/6Z9 N5lsE+JoLrwDHIGQ/u9Fzg== 0001144204-06-012804.txt : 20060331 0001144204-06-012804.hdr.sgml : 20060331 20060331122819 ACCESSION NUMBER: 0001144204-06-012804 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21609 FILM NUMBER: 06726719 BUSINESS ADDRESS: STREET 1: POB 6199 STREET 2: 636 RIVER ROAD CITY: FAIRHAVEN STATE: NJ ZIP: 07704 BUSINESS PHONE: 732-741-1925 MAIL ADDRESS: STREET 1: POB 6199 STREET 2: 636 RIVER ROAD CITY: FAIRHAVEN STATE: NJ ZIP: 07704 10-K 1 v039306_10-k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 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 Fair Haven, NJ 07704 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 732-741-1500 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value (Title of Class) 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 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |_| Issuers revenues for the most recent fiscal year - $ -0- The aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 2005 was $ N/A Indicate by check mark whether the registrant has filed all documents and reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |X| N |_| As of December 31, 2005, the registrant had outstanding 8,627,275 shares of Common Stock ($.10 par value) PART I ITEM 1. DESCRIPTION OF BUSINESS. Chase Packaging Corporation ("Chase" or the "Company"), is a Texas corporation which was engaged in the specialty packaging business, primarily as a supplier of packaging products to the agricultural industry. During 1997, the Company commenced an orderly liquidation of its assets as described below. History Chase Packaging Corporation (the "Company") was established in July of 1993 as a wholly owned subsidiary of TGC Industries, Inc. ("TGC") of Plano, Texas. On July 30, 1993, the Company purchased certain assets of Union Camp Corporation's Chase Packaging division ("Chase Bag"), for a purchase price of approximately $6.14 million. The assets purchased included substantially all of the business of weaving and constructing Saxolin (R) paper mesh and polypropylene plastic mesh bagging material for agricultural and industrial applications and substantially all of the properties related to Chase Bag. The properties acquired by Chase consisted of Union Camp's plant facilities located in Portland, Oregon, and Idaho Falls, Idaho, and all machinery, equipment, and inventories connected with these facilities. The Company had experienced losses for the past years, and the Company's secured lender decided not to renew the Company's operating line of credit. The Company's Board of Directors therefore determined that it was in the best interest of the Company and all of its creditors to liquidate in an orderly fashion. Effective July 21, 1997, the Company sold its operations at Idaho Falls, Idaho, to Lockwood Packing Corporation ("Lockwood"), as a going concern. The assets sold included substantially all of the Company's equipment, furniture, fixtures, and other assets located in the Idaho Falls, Idaho facility for a total of $75,000. In addition, the Company sold inventory from the Idaho Falls operation to Lockwood for $255,000. The proceeds from these sales were used to pay down the Company's loan balance with its bank. On July 25, 1997, the Company notified its creditors by mail that the Company would begin an orderly liquidation of all of its remaining assets outside of a formal bankruptcy or receivership proceeding in a manner which is intended to maximize the asset values. The Company retained the firm of Edward Hostmann, Inc. to assist the Company in such liquidation. The Board of Directors is currently 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, effective January 1, 1999. ITEM 2. DESCRIPTION OF PROPERTY. None. ITEM 3. LEGAL PROCEEDINGS. None. 2 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted by the Company during the fourth quarter of the fiscal year ended December 31, 2005 to a vote of the Company's security holders, through the solicitation of proxies or otherwise. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Company's Common Stock was eligible to commence trading under the symbol "CPKA" on March 10, 1997 and the first trade occurred on March 10, 1997, at $.04 per share. The number of shareholders of record as of December 31, 2005 was not known. As a result of the events detailed above, the Company's securities trade on an extremely limited basis. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION: The Company has experienced cash losses for the 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. Accordingly, the Company ceased all operations with the close of business on June 30, 1997. 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 interest income on its remaining cash balance. During 2001, the Company sold common shares in a private placement and together with the exercise of common stock purchase warrants, realized net proceeds of $5,500. During 2002, the Company received common stock subscriptions aggregating $8,000. In 2004 and 2005, the Company received aggregate net proceeds of $32,000 from the issuance of 5% convertible notes. As in the past the Company believes that it will be able to satisfy its ongoing minimal expenses from loans from its officers/shareholders. 3 ITEM 7. FINANCIAL STATEMENTS. CHASE PACKAGING CORPORATION FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 - INDEX TO FINANCIAL STATEMENTS - Page(s) ------- Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance sheets F-3 Statements of Operations F-4 Statements of Shareholders' Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements. F-7 - F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Shareholders Chase Packaging Corporation We have audited the accompanying balance sheets of Chase Packaging Corporation (A Development Stage Company) as of December 31, 2005 and 2004 and the related statements of operations, shareholders' deficit and cash flows for the years then ended and for the development stage period (from January 1, 1999 to December 31, 2005). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chase Packaging Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended and for the development stage period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1, the Company's recurring losses from operations and its dependency on future financing raise substantial doubt about its ability to continue as a going concern. Management's plans concerning theses matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. ------------------------ LAZAR LEVINE & FELIX LLP New York, New York March 27, 2006 F-2 CHASE PACKAGING CORPORATION (A Development Stage Company) BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2004
2005 2004 --------------- --------------- - ASSETS - CURRENT ASSETS: Cash and cash equivalents $ 1,186 $ 734 --------------- --------------- TOTAL ASSETS $ 1,186 $ 734 =============== =============== - LIABILITIES AND SHAREHOLDERS' (DEFICIT) - CURRENT LIABILITIES: Accrued expenses $ 9,484 $ 11,905 --------------- --------------- TOTAL CURRENT LIABILITIES 9,484 11,905 --------------- --------------- CONVERTIBLE NOTES PAYABLE 32,000 12,500 --------------- --------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' (DEFICIT): Preferred stock $1.00 par value; 4,000,000 shares authorized -- -- Common stock $.10 par value, 25,000,000 shares authorized, 8,627,275 shares issued and outstanding 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 (42,180) (25,553) --------------- --------------- (40,298) (23,671) --------------- --------------- $ 1,186 $ 734 =============== ===============
See notes to financial statements. F-3 CHASE PACKAGING CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS
Cumulative During the For the Year Ended Development Stage December 31, (January 1, 1999 to ------------------------------ December 31, 2005 2005 2004 ----------------- -------- -------- NET SALES $ -- $ -- $ -- -------- -------- -------- COSTS AND EXPENSES: General and administrative expense 48,503 14,800 5,850 Reversal of over-accrued expenses (7,077) -- (7,077) Interest expense 1,876 1,876 -- Interest income (1,122) (49) (10) -------- -------- -------- 42,180 16,627 (1,237) -------- -------- -------- LOSS BEFORE INCOME TAXES (42,180) (16,627) 1,237 Provision for income taxes -- -- -- -------- -------- -------- NET LOSS $(42,180) $(16,627) $ 1,237 ======== ======== ======== LOSS PER SHARE $ -- $ -- ======== ========
See notes to financial statements. F-4 CHASE PACKAGING CORPORATION (A Development Stage Company) STATEMENT OF SHAREHOLDERS' DEFICIT
Deficit Accumulated Additional During the Common Stock Paid-in Common Stock Accumulated Development Shares Amount Capital Subscribed Deficit Stage Total ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at January 1, 1999 7,002,964 $ 700,296 $ 2,914,207 $ -- $(3,626,121) $ -- $ (11,618) Net loss for the year ended December 31, 1999 -- -- -- -- -- (5,510) (5,510) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 1999 7,002,964 700,296 2,914,207 -- (3,626,121) (5,510) (17,128) Net loss for the year ended December 31, 2000 -- -- -- -- -- (891) (891) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2000 7,002,964 700,296 2,914,207 -- (3,626,121) (6,401) (18,019) Private placement and warrant exercise 1,624,311 162,432 (156,932) -- -- -- 5,500 Net loss for the year ended December 31, 2001 -- -- -- -- -- (5,086) (5,086) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2001 8,627,275 862,728 2,757,275 -- (3,626,121) (11,487) (17,605) Stock subscriptions -- -- -- 8,000 -- -- 8,000 Net loss for the year ended December 31, 2002 -- -- -- -- -- (7,082) (7,082) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2002 8,627,275 862,728 2,757,275 8,000 (3,626,121) (18,569) (16,687) Net loss for the year ended December 31, 2003 -- -- -- -- -- (8,221) (8,221) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2003 8,627,275 862,728 2,757,275 8,000 (3,626,121) (26,790) (24,908) Net income for the year ended December 31, 2004 -- -- -- -- -- 1,237 1,237 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2004 8,627,275 862,728 2,757,275 8,000 (3,626,121) (25,553) (23,671) Net loss for the year ended December 31, 2005 -- -- -- -- -- (16,627) (16,627) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2005 8,627,275 $ 862,728 $ 2,757,275 $ 8,000 $(3,626,121) $ (42,180) $ (40,298) =========== =========== =========== =========== =========== =========== ===========
See notes to financial statements. F-5 CHASE PACKAGING CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS
Cumulative During the For The Year Ended Development Stage December 31, (January 1, 1999 to ------------------------- December 31, 2005) 2005 2004 ------------------ -------- ------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(42,180) $(16,627) $ 1,237 Change in assets and liabilities: Accrued expenses (13,795) (2,421) (14,077) -------- -------- -------- Net cash (used in) operating activities (55,975) (19,048) (12,840) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from convertible debt 32,000 19,500 12,500 Proceeds from private placement/exercise of stock warrants 5,500 -- -- Capital contribution 8,000 -- -- -------- -------- -------- Net cash provided by financing activities 45,500 19,500 12,500 -------- -------- -------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (10,475) 452 (340) Cash and cash equivalents, at beginning of period 11,661 734 1,074 -------- -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,186 $ 1,186 $ 734 ======== ======== ========
See notes to financial statements. F-6 NOTE 1 - DESCRIPTION OF COMPANY / 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 had experienced losses for past 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 stage company, in accordance with Statement of Financial Accounting Standards No. 7, effective January 1, 1999. These financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As discussed earlier, the Company is in the development stage, has no business operations of its own and has no sources of revenue. Further, as of December 31, 2005, the Company has negative working capital of $8,298, an accumulated deficit of $3, 668,301 ($42,180 realized during the development stage period from January 1, 1999 to December 31, 2005) and a total shareholders' deficit of $40,298, all of which raise substantial doubt about the Company's ability to continue as a going concern. Managements' plans for the Company include securing a merger or acquisition, raising additional capital and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in its efforts. The failure to achieve these plans will have a material adverse effect on the Company's financial position, results of operations and ability to continue as a going concern. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Company's accounting policies are in accordance with accounting policies generally accepted in the United States of America. Outlined below are those policies which are considered particularly significant. (a) Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-7 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): (b) Income Taxes: The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. (c) Loss per Common Share: Loss per common share was calculated by dividing the net loss by the weighted average number of shares outstanding for each period presented. (d) Recently Issued Accounting Pronouncements Affecting the Company: In December 2004, the FASB issued a revision of SFAS No. 123 "Share-Based Payment" (No. 123R). The statement establishes standards for the accounting for transactions in which an entity exchanges its equity investments for goods and services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The statement does not change the accounting guidance for share-based payments with parties other than employees. The statement requires a public entity to measure the cost of employee service received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exception). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). A public entity will initially measure the cost of employee services received in exchange for an award of a liability instrument based on its current fair value; the fair value of that award will be remeasured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period will be recognized as compensation over that period. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of these instruments. The Company will be required to comply with this pronouncement for periods beginning after December 15, 2005. As the Company currently accounts for share-based payments using the intrinsic method as allowed by APB Opinion No.25, adoption of the fair value method under SFAS 123(R) will have an impact on its results of operations. However, the extent of the impact cannot be predetermined at this time because it will depend on levels of share-based payments granted in the future. In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards SFAS No. 154, Accounting Changes and Error Corrections which replaces APB Opinion No. 20 Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements--An Amendment of APB Opinion No. 28. SFAS No. 154 requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle unless it is not practicable. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of fiscal 2006. F-8 NOTE 3 - INCOME TAXES:
2005 2004 ----------- ----------- Deferred tax assets and liabilities consist of the following: Deferred tax assets: Net operating loss carry forwards $ 1,120,000 $ 1,120,000 Less valuation allowance (1,120,000) (1,120,000) ----------- ----------- $ -- $ -- =========== ===========
At December 31, 2005, the Company had approximately $3,300,000 of net operating loss carry forwards ("NOL's") available which expires in years beginning in 2011. The benefits of these NOL's may be substantially reduced in the future if the Company is successful in establishing a new business. NOTE 4 - CONVERTIBLE DEBT: During the 2004 third quarter, the Company issued $12,500 of 5% Convertible Notes due 2006 and received proceeds of $12,500; during the first quarter of 2005, the Company issued $4,000 of 5% Convertible Notes and received proceeds of $4,000; during the second quarter of 2005, the Company issued $8,000 of 5% Convertible Notes and received proceeds of $8,000; during the third quarter of 2005, the Company issued $5,000 of 5% Convertible Notes and received proceeds of $5,000; and during the fourth quarter of 2005, the Company issued $2,500 of 5% Convertible Notes and received proceeds of $2,500. 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. The notes, which were originally due in 2006, have been extended until 2007. NOTE 5 - 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. On July 10, 1996, the Company's Board of Directors and then sole shareholder approved and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will terminate on July 10, 2006, or on such earlier date as the Board of Directors may determine. No stock options have been granted since January 1, 1999 and any previously granted stock options have since expired, unexercised. F-9 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 8A. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms,. (b) Changes in Internal Controls Over Financial Reporting. In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. The Board of Directors of the Company consists of three persons who will serve until the next annual meeting of shareholders of the Company. The following table sets forth certain information concerning the individuals serving as Directors of the Company:
Name and Age Date Since Which Business Experience and Other Directorships Continuously a Director of the Company Allen T. McInnes, 68 1993 Currently Dean of the Business School of Texas Tech University; Chairman of the Board of TGC Industries, Inc. since 1993 and Chief Executive Officer from August, 1993 to March 31, 1996; Executive Vice President and Director of Tenneco, Inc. 1960-1992; Director of TETRA Technologies since April 1, 1996 Herbert M. Gardner, 66 2001 Executive Vice President and Treasurer of Barrett-Gardner Associates, Inc., an investment banking firm; Director of Co-Active Marketing Group, Inc., a marketing and sales promotion company; Director of Nu Horizons Electronics Corp., an electronic component distributor; Chairman of the Board and Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979; Director of TGC Industries, a seismic services company; Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company. William J. Barrett, 66 2001 President of Barrett-Gardner Associates, Inc., an investment banking firm; Director of Supreme Industries, Inc., a specialized manufacturer of truck bodies and shuttle buses; Director of TGC Industries, Inc., a seismic services company; Chairman of the Board of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company.
4 Unaffiliated Directors of the Company are not paid fees, but will be reimbursed for expenses in connection with meetings of the Board of Directors attended by them. Executive Officers The following table sets forth certain information concerning the persons who serve as executive officers of the Company, and will continue to serve in such positions, as the discretion of the Board of Directors. For those persons who are also Directors of the Company, additional information appears above. Name Age Position Allen T. McInnes 68 Chairman, President To the best of the Company's knowledge all directors, executive officers, and beneficial owners have complied with the requirements of Section 16(a) of the Exchange Act. ITEM 10. EXECUTIVE COMPENSATION. No compensation has been paid by the Company to any officer during the past 3 years. 1996 Stock Option Plan On July 10, 1996, the Company's Board of Directors and sole shareholder approved and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will terminate on July 10, 2006, or on such earlier date as the Board of Directors may determine. 5 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth the names of those persons known to Management to be beneficial owners of more than five percent of the Company's $.10 par value Common Stock as of June 1, 2003. The table also sets forth information with respect to the Company's Common Stock which is beneficially owned by each director and executive officer of the Company, and by all directors and officers of the Company as a group, as of June 1, 2003 (including shares beneficially owned by such persons, pursuant to the rules of beneficial ownership, as a result of the ownership of certain warrants or options) according to data furnished by the persons named. Persons having direct beneficial ownership of the Company's Common Stock possess the sole voting and dispositive power in regard to such stock.
Amount and Nature of Approximate Percentage Name and address Title of Class Beneficial Owner of Class (1) Allen T. McInnes Common 1,318,954 16.22% Herbert M. Gardner Common 911,083 (2) 11.20% William J. Barrett Common 1,035,060 (3) 12.73% Special Situations Funds (4) 153 E. 53rd Street, 51st Fl. New York, NY 10022 Common 789,165 9.70% All directors & officers as a group (3 persons) Common 3,265,097 (5)(6) 40.15%
(1) The percentage calculations have been made in accordance with Rule 13d- 3(d) (1) promulgated under the Securities Exchange Act of 1934. (2) Excludes 78,590 shares of Common Stock owned by Herbert M. Gardner's wife. Mr. Gardner has disclaimed beneficial ownership of these shares. (3) Excludes 119,345 shares of Common Stock owned by William J. Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these shares. (4) MGP Advisors Limited Partnership ("MGP") is the general partner of Special Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is the sole general partner of MGP. Austin W. Marxe is the principal limited partner of MGP and is the President and Chief Executive Officer of AWM. (5) Excludes 800,000 shares of Common Stock issuable pursuant to $8,000 received in July 2002. (6) Excludes shares of Common Stock issuable pursuant to the conversion of $32,000 of 5% Convertible Notes due 2007. (See Note 4 to Financial Statements for terms of conversion.) ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. To the best of the Company's knowledge there have been no transactions with management or other related parties to which the Company has been a party. 6 ITEM 13. EXHIBITS Exhibits Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 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. Exhibit 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregated fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Forms 10-QSB were $12,000 and $10,100 for 2005 and 2004, respectively. Audit Related Fees None Tax Fees The aggregated fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the preparation of our corporate tax returns were $1,500 for each of the 2005 and 2004 years. All Other Fees None Audit Committee Pre-Approval Policies The Board of Directors which functions as the audit committee makes reasonable inquiry as to the independence of our principal auditors based upon the considerations set forth in Rule 2-01 of Regulation S-X, including the examination of representation letters furnished by the principal accountant. The audit committee has not approved any services beyond those required for the audit of our annual financial statements and review of financial statements included in our Forms 10-KSB and the preparation of our annual tax return. 7 SIGNATURES In accordance with Section 13 or 15(d) 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: March 27, 2006 /s/ Allen McInnes --------------------------------------- Allen McInnes President & Principal Executive Officer /s/ Ann W. Green --------------------------------------- Ann W. Green Assistant Secretary Principal Financial and Accounting Officer 8 EX-31.1 2 v039306_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-KSB 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. March 27, 2006 /s/ Allen McInnes/ ------------------------------ Allen McInnes President & Principal Executive Officer EX-31.2 3 v039306_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-KSB 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): c) 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 d) 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. March 27, 2006 s/s Ann W. Green -------------------- Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer) EX-32.1 4 v039306_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 annual report on Form 10-KSB (the "Form 10-KSB") for the fiscal year ended December 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-KSB 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-KSB fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Allen Mcinnes ------------------- Allen McInnes President & Principal Executive Officer March 27, 2006 EX-32.2 5 v039306_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 annual report on Form 10-KSB (the "Form 10-KSB") for the fiscal year ended December 31, 2005 of Chase Packaging Corporation (the "Company"). I, Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer): (1) The Form 10-KSB 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-KSB fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ann W. Green ------------------- Ann W. Green Secretary/Treasurer (Principal Financial and Accounting Officer) March 27, 2006 -----END PRIVACY-ENHANCED MESSAGE-----