UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

OR

o 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 incorporation or organization)	(I.R.S. Employer Identification No.)

106 West River Road, Rumson NJ 07760

(Address of principal executive offices) (Zip Code)

(732) 741-1500

(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 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes x No o

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 August 1, 2016
Common Stock, par value $.10 per share	15,536,275 shares

Table of Contents

- INDEX -

		Page(s)
PART I - FINANCIAL INFORMATION:
ITEM 1.	Financial Statements:		3
	Condensed Balance Sheets - June 30, 2016 (Unaudited) and December 31, 2015		3
	Condensed Statements of Operations (Unaudited) – Six Months and Three Months Ended June 30, 2016 and 2015		4
	Condensed Statements of Cash Flows (Unaudited) - Six Months Ended June 30, 2016 and 2015		5
	Notes to Interim Condensed Financial Statements (Unaudited)		6
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		13
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		17
ITEM 4.	Controls and Procedures		17
PART II - OTHER INFORMATION:
ITEM 1.	Legal Proceedings.		18
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		18
ITEM 3.	Defaults upon Senior Securities.		18
ITEM 4.	Mine Safety Disclosures.		18
ITEM 5.	Other Information.		18
ITEM 6.	Exhibits.		19
SIGNATURES			20
EXHIBITS

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	926,974		$	973,470
TOTAL ASSETS	$	926,974		$	973,470
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	21,395		$	8,917
TOTAL CURRENT LIABILITIES		21,395			8,917
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible Preferred stock; 50,000 shares authorized; 27,466 shares issued and outstanding as of June 30, 2016 and December 31, 2015: liquidation preference of $2,746,000 as of June 30, 2016 and December 31, 2015		2,061,429			2,061,429
Common stock, $.10 par value 200,000,000 shares authorized; 16,033,862 shares issued and 15,536,275 shares outstanding as of June 30, 2016 and December 31, 2015		1,603,387			1,603,387
Treasury Stock, $.10 par value 497,587 shares as of June 30, 2016 and December 31, 2015		(49,759	)		(49,759	)
Additional paid-in capital		2,598,058			2,598,058
Accumulated deficit		(5,307,536	)		(5,248,562	)
TOTAL STOCKHOLDERS' EQUITY		905,579			964,553
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY	$	926,974		$	973,470

See notes to interim condensed unaudited financial statements.

3

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Six Months Ended						For The Three Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
NET SALES	$	-		$	-		$	-		$	-
EXPENSES:
General and administrative expense		59,024			42,388			18,769			18,546
LOSS FROM OPERATIONS		(59,024	)		(42,388	)		(18,769	)		(18,546	)
OTHER INCOME (EXPENSE)
Interest and other income		50			51			25			25
TOTAL OTHER INCOME (EXPENSE)		50			51			25			25
LOSS BEFORE INCOME TAXES		(58,974	)		(42,337	)		(18,744	)		(18,521	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(58,974	)	$	(42,337	)	$	(18,744	)	$	(18,521	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(58,974	)	$	(42,337	)	$	(18,744	)	$	(18,521	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED		15,536,275			15,536,275			15,536,275			15,536,275

 See notes to interim condensed unaudited financial statements.

4

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For The Six Months Ended
	June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(58,974	)		(42,337	)
Adjustment to reconcile to net loss to net cash used in operating activities:
Change in assets and liabilities:
Accounts payable and accrued expenses		12,478			(9,710	)
Net cash used in operating activities		(46,496	)		(52,047	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES		-			-
NET INCREASE (DECREASE) IN CASH		(46,496	)		(52,047	)
Cash, at beginning of period		973,470			1,061,726
CASH, END OF PERIOD	$	926,974			1,009,679
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

See notes to interim condensed unaudited financial statements.

5

CHASE PACKAGING CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

Chase Packaging Corporation ("the Company"), a Texas Corporation, previously manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use, and distributed agricultural packaging manufactured by other companies. Management's plans for the Company include securing a suitable merger partner wishing to go public or acquiring private companies to create investment value for the Company. 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.

The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The Interim Condensed Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of June 30, 2016, results of operations for the six months and three months ended June 30, 2016 and 2015, and cash flows for the six months ended June 30, 2016 and 2015, as applicable, have been made. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

The accounting policies followed by the Company are set forth in Note 3 to the Company's financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated herein by reference. Specific reference is made to that report for a description of the Company's securities and the notes to financial statements.

NOTE 2 - ACCOUNTING PRONOUNCEMENTS:

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Topic 205-40)", which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

6

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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.

Cash and Cash Equivalents

The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of June 30, 2016 and December 31, 2015, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of $926,974 and $973,470, respectively.

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 basis. 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 asset will be realized.

The Company adopted FASB Interpretation of "Accounting for Uncertainty in Income Taxes". There was no impact on the Company's financial position, results of operations, or cash flows as a result of implementing this guidance. As of June 30, 2016 and December 31, 2015, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

NOTE 4 - BASIC AND DILUTED NET LOSS PER COMMON SHARE:

Basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the exercise of common stock equivalents.

We have excluded 37,424,000 and 34,675,000 common stock equivalents (preferred stock, warrants and stock options) from the calculation of diluted loss per share for the six months ended June 30, 2016 and 2015 respectively, which, if included, would have an antidilutive effect.

NOTE 5 - INCOME TAXES:

No current provision for Federal income taxes was required for the six months ended June 30, 2016 and 2015, due to the Company's operating losses. At June 30, 2016 and December 31, 2015 the Company had unused net operating loss carry-forwards of approximately $1,102,000 and $1,043,000 which expire at various dates through 2036. Most of this amount is subject to annual limitations under certain provisions of the Internal Revenue Code related to "changes in ownership."

7

As of June 30, 2016 and December 31, 2015, the deferred tax assets related to the aforementioned carry-forwards have been fully offset by valuation allowances, since it is more likely than not that significant utilization of such amounts will not occur in the foreseeable future.

	June 30,			December 31,
	2016			2015
Deferred tax assets and valuation allowances consist of:
Deferred tax assets:
Net operating loss carry forwards	$	441,000		$	417,000
Less valuation allowance		(441,000	)		(417,000	)
Net deferred tax assets	$	-		$	-

We file income tax returns in the U.S. Federal and Texas state jurisdictions. Tax years for fiscal 2008 through 2016 are open and potentially subject to examination by the Texas state taxing authority. The Company currently has no federal or state tax examinations in progress.

The following is a reconciliation of the tax derived by applying the statutory rate to the earnings before income taxes, and comparing that to the recorded income tax (expense) benefits: 

	Six months ended
	June 30,
	2016			2015
Tax benefits (expense) at statutory rate		35	%		35	%
Unrecognized tax benefits (expense) of current period tax losses		(35	)%		(35	)%
Effective tax rate		-			-

The Company had no uncertain tax positions that would necessitate recording of a tax related liability.

NOTE 6 - PRIVATE PLACEMENT OFFERING:

On September 7, 2007, the Company completed a private placement, pursuant to which 13,334 units (the "Units") were sold at a per Unit cash purchase price of $150, for a total subscribed amount of $2,000,100. Each Unit consists of: (1) one share of Series A 10% convertible preferred stock, par value $1.00, stated value $100 (the "Preferred Stock"); (2) 500 shares of the Company's common stock, par value $0.10 (the "Common Stock"); and (3) 500 warrants (the "Warrants") exercisable into Common Stock on a one-for-one basis. The proceeds of $2,000,100 were allocated to the instruments as follows:

Warrant liabilities	$	141,027
Redeemable and Convertible Preferred Stock		1,388,367
Common Stock		470,706
Total allocated gross proceeds:	$	2,000,100

8

Warrants

2014 Extension of Warrant Terms

On August 31, 2014, 6,909,000 common share purchase warrants issued by the Company were modified to extend their maturity date to September 7, 2015. The exercise price and all other terms of the original warrant agreement remained the same. The warrants modification expense of $23,963 was computed as the incremental value of the modified warrants over the unmodified warrants on the modification date using a per share price of $0.15 per share, which was the contemporaneous private placement offering price. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows:

Average risk-free interest rate	0.10	%
Average expected life-years	1
Expected volatility	56.64	%
Expected dividends	4.01	%

2015 Extension of Warrant Terms

On August 31, 2015, 6,909,000 common share purchase warrants issued by the Company were modified to extend their maturity date to September 7, 2017. The exercise price and all other terms of the original warrant agreement remain the same. The warrants modification expense of $14,684 was computed as the incremental value of the modified warrants over the unmodified warrants on the modification date using a per share price of $0.15 per share, which was the contemporaneous private placement offering price. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows:

Average risk-free interest rate	0.71	%
Average expected life-years	2
Expected volatility	49.01	%
Expected dividends	4.01	%

As of June 30, 2016 and December 31, 2015, warrants to purchase 6,909,000 shares were outstanding, having exercise prices at $0.15 and an expiration date of September 7, 2017.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2014		6,909,000		$	0.15		0.19
Granted		-
Exercised		-
Extended		6,909,000			0.15		2
Forfeited/expired		(6,909,000	)		0.15
Outstanding at December 31, 2015		6,909,000			0.15		1.69
Granted		-
Exercised		-
Forfeited/expired		-
Outstanding at June 30, 2016		6,909,000		$	0.15		1.19
Exercisable at June 30, 2016		6,909,000		$	0.15		1.19

As of June 30, 2016 and December 31, 2015, the average remaining contractual life of the outstanding warrants was 1.19 year and 1.69 years, respectively. The Warrants expire on September 7, 2017.

9

Series A 10% Convertible Preferred Stock

The principal terms of the Series A 10% Convertible Preferred Stock were as follows:

Voting rights – The Series A 10% Convertible Preferred Stock has voting rights (one vote per share) equal to those of the Company's common stock.

Dividend rights – The Series A 10% Convertible Preferred Stock carries a fixed cumulative dividend, as and when declared by our Board of Directors, of 10% per annum, accrued daily, compounded annually and payable in cash upon a liquidation event for up to five years, as well as the right to receive any dividends paid to holders of common stock.

Conversion rights – The holders of the Series A 10% Convertible Preferred Stock have the right to convert any or all of their Series A 10% Convertible Preferred Stock, at the option of the holder, at any time, into common stock on a one for one thousand basis.

Redemption rights –The shares of the Series A 10% Convertible Preferred Stock may be redeemed by the Company, in whole or in part, at the option of the Company, upon written notice by the Company to the holders of Series A 10% Convertible Preferred Stock at any time in the event that the Preferred Stock of one or more holders has not been previously converted. The Company shall redeem each share of Preferred Stock of such holders within thirty (30) days of the Company's delivery of notice to such holders and such holders shall surrender the certificate(s) representing such shares of Preferred Stock.

Liquidation entitlement – In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A 10% Convertible Preferred Stock shall be entitled to receive, in preference to the holders of common stock, an amount equal to $100 per share of Series A 10% Convertible Preferred Stock plus all accrued and unpaid dividends.

At any time on or after August 2, 2011, the Holders of 66 2/3% or more of the Preferred Stock then outstanding could have requested liquidation of their Preferred Stock. In the event that, at the time of such requested liquidation, the Company's cash funds (in excess of a $50,000 reserve fund) then available to effect such requested liquidation were inadequate for such purpose, then such requested liquidation should have taken place (on a ratable basis) only to the extent such excess cash funds were available for such purpose.

Other provisions – There will be proportional adjustments for stock splits, stock dividends, recapitalizations and the like.

Effective June 30, 2012, the holders of the Convertible Preferred Stock agreed to an amendment to the Series A 10% Convertible Preferred Stock which deleted the liquidation provisions. As a result, the Convertible Preferred Stock has been classified as equity (rather than temporary equity) in all filings beginning with the quarter ended June 30, 2012.

NOTE 7 - DIVIDENDS:

On October 30, 2015, the Board of Directors declared a ten percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock for shareholders of record as of November 15, 2015, and such shareholders received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2015. As of November 15, 2015, the Company had 27,466 shares of Preferred Stock outstanding; the total dividend paid consisted of 2,749 shares of Series A Preferred Stock (which are convertible into 2,749,000 shares of Common Stock) with a fair value of $274,900 and a total of 14 fractional shares which will be accumulated until whole shares can be issued. Due to the absence of Retained Earnings, the $2,749 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

NOTE 8 - STOCKHOLDERS' EQUITY:

The Company's 2008 Stock Awards Plan was approved April 9, 2008 by the Board of Directors and ratified at the Company's annual meeting of stockholders held on June 3, 2008. The 2008 Plan became effective April 9, 2008 and will terminate on April 8, 2018. Subject to certain adjustments, the number of shares of Common Stock that may be issued pursuant to awards under the 2008 Plan is 2,000,000 shares. A maximum of 80,000 shares may be granted in any one year in any form to any one participant, of which a maximum of (i) 50,000 shares may be granted to a participant in the form of stock options and (ii) 30,000 shares may be granted to a participant in the form of Common Stock or restricted stock. The 2008 Plan will be administered by a committee of the Board of Directors. Employees, including any employee who is also a director or an officer, consultants, and outside directors of the Company are eligible to participate in the 2008 Plan.

10

On June 24, 2013, the Company's Board approved the granting of incentive stock options to the 4 officers and 2 outside directors under the Company's 2008 Stock Awards Plan for the purchase of 200,000 and 100,000 shares with grant date on June 25, 2013, respectively of the Company's common stock at an exercise price of $0.03 per share on June 25, 2013.

Stock Option

The fair value of each option was estimated on June 25, 2013 (date of grant) using the following Black-Scholes assumptions:

	On June 25, 2013
Expected term (in years)		5
Expected stock price volatility		185.25	%
Risk-free interest rate		1.48	%
Expected dividend yield		-

The Company vested 50% of the optioned shares on date of granting the stock options and 50% of the optioned shares vested on June 25, 2014.

The following table summarizes all stock option activity under the plans:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2014		300,000	$	0.03		3.48
Granted		-
Exercised		-
Forfeited/expired		-
Outstanding at December 31, 2015		300,000		0.03		2.48
Granted		-
Exercised		-
Forfeited/expired		-
Outstanding at June 30, 2016		300,000	$	0.03		1.99
Exercisable at June 30, 2016		300,000	$	0.03		1.99

The Company recognized approximately $0 and $0 of stock based compensation costs related to stock options awards for the six months ended June 30, 2016 and 2015, respectively.

The weighted-average grant date fair value of options outstanding at June 30, 2016 was $0.03.

As of June 30, 2016, the unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan was $0.

NOTE 9 - FAIR VALUE MEASUREMENTS:

ASC 820, "Fair Value Measurements and Disclosure," ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

11

The Three levels are described below:

Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;

Level 2 Inputs — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 Inputs — Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

There were no transfers in or out of any level during the six months ended June 30, 2016 and the year ended December 31, 2015.

Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in the Company's balance sheets, the Company has elected not to record any other assets or liabilities at fair value, as permitted by ASC 820. No events occurred during the quarter endedJune 30, 2016 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

The Company determines fair values for its investment assets as follows:

Cash equivalents at fair value — the Company's cash equivalents, at fair value, consist of money market funds — marked to market. The Company's money market funds are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices from an exchange.

The following tables provide information on those assets measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015, respectively:

	Carrying Amount In Balance Sheet June 30,		Fair Value June 30,		Fair Value Measurement Using
	2016		2016		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	926,974	$	926,974	$	926,974	$	—	$	—

 

	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
	2015		2015		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	973,470	$	973,470	$	973,470	$	—	$	—

 

NOTE 10 - COMMITMENTS AND CONTINGENCIES:

The Company's Board of Directors has agreed to pay the Company's Chief Financial Officer an annual salary of $17,000. No other officers or directors of the Company receive compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.

 

12

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations as a result of many factors.

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.

Results of Operations

For the three months ended June 30, 2016 and 2015

Revenue

The Company had no operations and no revenue for the three months ended June 30, 2016 and 2015 and incurred operating expenses of $18,769 and $18,546 for the three months ended June 30, 2016 and 2015, respectively. Its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.

Operating Expenses

The following table presents our total operating expenses for the three months ended June 30, 2016 and 2015.

	Three Months Ended June 30,
	2016		2015
Audit and accounting fees		3,755		5,125
Legal fees		5,356		2,843
Payroll		5,037		5,020
Other general and administrative expense		4,621		5,558
	$	18,769	$	18,546

Operating expenses consist mostly of audit and accounting fees and legal fees. Other general and administrative expenses are comprised oftransfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The increase in operating expenses in 2016 was mainly due to the increase in legal fees.

13

Other Income (Expense)

The following table presents our total Other Income (Expense) for the three months ended June 30, 2016 and 2015.

	Three Months Ended June 30,
	2016		2015
Interest and other income	$	25	$	26
Other Income (Expense), net	$	25	$	26

Net Loss

The Company had a net loss of $18,744 for the three monthsended June 30, 2016, compared with a net loss of $18,521 for the three months ended June 30, 2015. Increases in net loss were due primarily to the abovementioned effect.

Net loss attributable to common stockholders

Net loss attributable to common stockholders was $18,744 for the three monthsended June 30, 2016, compared to $18,521 for the three months ended June 30, 2015. Increases in net loss attributable to common stockholders were due primarily to the abovementioned effect.

Loss per share for the three monthsended June 30, 2016 and 2015 were approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

For the six months ended June 30, 2016 and 2015

Revenue

The Company had no operations and no revenue for the six months ended June 30, 2016 and 2015 and incurred operating expenses of $59,024 and $42,388 for the six months ended June 30, 2016 and 2015, respectively. Its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.

Operating Expenses

The following table presents our total operating expenses for the six months ended June 30, 2016 and 2015.

	Six Months Ended June 30,
	2016		2015
Audit and accounting fees		12,055		10,750
Legal fees		27,133		12,389
Payroll		10,164		10,125
Other general and administrative expense		9,672		9,124
	$	59,024	$	42,388

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Operating expenses consist mostly of audit and accounting fees and legal fees. Other general and administrative expenses are comprised oftransfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The increase in operating expenses in 2016 was mainly due to the increase in legal fees.

Other Income (Expense)

The following table presents our total Other Income (Expense) for the six months ended June 30, 2016 and 2015.

	Six Months Ended June 30,
	2016		2015
Interest and other income	$	50	$	51
Other Income (Expense), net	$	50	$	51

Net Loss

The Company had a net loss of $58,974 for the six monthsended June 30, 2016, compared with a net loss of $42,337 for the six monthsended June 30, 2015. Increases in net loss were due primarily to the abovementioned effect.

Net loss attributable to common stockholders

Net loss attributable to common stockholders was $58,974 for the six monthsended June 30, 2016, compared to $42,337 for the six months ended June 30, 2015. Increases in net loss attributable to common stockholders were due primarily to the abovementioned effect.

Loss per share for the six monthsended June 30, 2016 and 2015 were approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

At June 30, 2016 the Company had cash and cash equivalents of approximately $927,000 consisting mostly of money market funds and U.S. Treasury Bills. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

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The following table provides detailed information about our net cash flow for all financial statements quarters presented in this Report.

Cash Flow

	Six Months Ended June 30,
	2016			2015
Net cash used in operating activities	$	(46,496	)	$	(52,047	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		-			-
Net cash outflow	$	(46,496	)	$	(52,047	)

Net cash of $(46,496) and $(52,047) were used in operations during the six-month period ended June 30, 2016 and 2015, respectively.

Cash of $46,496 used in operating activities for the six months ended June 30, 2016, consisted of a net loss of $(58,974). The cash used in working capital was $12,478 for the six months ended June 30, 2016.

Cash of $52,047 used in operating activities for the six months ended June 30, 2015, consisted of net loss of $(42,337). The cash used in working capital was ($9,710) for the six months ended June 30, 2015.

No cash flows were used or provided by investing activities during the six months ended June 30, 2016 and 2015.

No cash proceeds were used or provided by financing activities during the quarters ended June 30, 2016 and 2015.

New Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Topic 205-40)", which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

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Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company's invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of securing a suitable partner wishing to go public or acquiring private companies to create investment value for the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of June 30, 2016, our disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting.

During the quarter ended June 30, 2016, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Number	Description
31.1*	Certification of the Principal 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 Principal 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 and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Financial Statements from the quarterly report on Form 10-Q of Chase Packaging Corporation for the quarter ended June 30, 2016, filed on August 1, 2016, formatted in XBRL: (i) the Condensed Balance Sheets (Unaudited); (ii) the Condensed Statements of Operations (Unaudited); (iii) the Condensed Statements of Cash Flows (Unaudited); and (iv) the Notes to Interim Condensed Financial Statements (Unaudited).

_____________

* Filed herewith

 

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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 thereunto duly authorized.

	CHASE PACKAGING CORPORATION
Date: August 1, 2016	By:	/s/ Allen T. McInnes
		Allen T. McInnes
		Chairman of the Board, President and Treasurer (Principal Executive Officer)
Date: August 1, 2016	By:	/s/ Ann C. W. Green
		Ann C. W. Green
		Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)

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