10-Q

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 September 30, 2017

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 October 31, 2017
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 – September 30, 2017 (Unaudited) and December 31, 2016		3
	Condensed Statements of Operations (Unaudited) – Nine Months and Three Months Ended September 30, 2017 and 2016		4
	Condensed Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2017 and 2016		5
	Notes to Interim Condensed Financial Statements (Unaudited)		6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		18
ITEM 4.	Controls and Procedures		18
PART II – Other Information:
ITEM 1.	Legal Proceedings.		19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		19
ITEM 3.	Defaults upon Senior Securities.		19
ITEM 4.	Mine Safety Disclosures.		19
ITEM 5.	Other Information.		19
ITEM 6.	Exhibits.		20
SIGNATURES			21
EXHIBITS

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	815,724		$	864,323
TOTAL ASSETS	$	815,724		$	864,323
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,000		$	10,487
TOTAL CURRENT LIABILITIES		3,000			10,487
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; 33,238 shares issued and outstanding as of September 30, 2017 and December 31, 2016; liquidation preference of $3,323,800 as of September 30, 2017 and December 31, 2016		2,064,452			2,064,452
Common stock, $.10 par value 200,000,000 shares authorized; 16,033,862 shares issued and 15,536,275 shares outstanding as of September 30, 2017 and December 31, 2016		1,603,387			1,603,387
Treasury Stock, $.10 par value 497,587 shares as of September 30, 2017 and December 31, 2016		(49,759	)		(49,759	)
Additional paid-in capital		2,622,742			2,595,035
Accumulated deficit		(5,428,098	)		(5,359,279	)
TOTAL STOCKHOLDERS’ EQUITY		812,724			853,836
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	815,724		$	864,323

See notes to interim condensed unaudited financial statements.

3

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Nine Months Ended						For The Three Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
NET SALES	$	-		$	-		$	-		$	-
EXPENSES:
General and administrative expense		42,673			92,414			13,211			33,390
LOSS FROM OPERATIONS		(42,673	)		(92,414	)		(13,211	)		(33,390	)
OTHER INCOME (EXPENSE)
Warrants modification expense		(27,707	)		-			(27,707	)		-
Interest and other income		1,561			73			1,519			23
TOTAL OTHER INCOME (EXPENSE)		(26,146	)		73			(26,188	)		23
LOSS BEFORE INCOME TAXES		(68,819	)		(92,341	)		(39,399	)		(33,367	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(68,819	)	$	(92,341	)	$	(39,399	)	$	(33,367	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)	$	(0.01	)	$	(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 Nine Months Ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(68,819	)		(92,341	)
Adjustment to reconcile to net loss to net cash used in operating activities:
Warrants modification expense		27,707			-
Change in assets and liabilities:
Accounts payable and accrued expenses		(7,487	)		15,969
Net cash used in operating activities		(48,599	)		(76,372	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES		-			-
NET INCREASE (DECREASE) IN CASH		(48,599	)		(76,372	)
Cash, at beginning of period		864,323			973,470
CASH, END OF PERIOD	$	815,724			897,098
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

September 30, 2017

(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, 2016, 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 September 30, 2017, results of operations for the nine months and three months ended September 30, 2017 and 2016, and cash flows for the nine months ended September 30, 2017 and 2016, as applicable, have been made. The results of operations for the nine months ended September 30, 2017 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, 2016, 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 –NEW ACCOUNTING PRONOUNCEMENTS:

Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Going Concern

ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, the FASB issued ASU 2014-15 requiring management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual periods, and interim periods within those annual periods, starting December 15, 2016. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

6

Financial Instruments

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Leases

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows. Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management has been continuously assessing the impact of this guidance.

Stock Compensation

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Income Taxes

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

7

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted.

Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”).

The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

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 September 30, 2017, and December 31, 2016, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $816,000 and $864,000 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 September 30, 2017 and December 31, 2016, 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.

8

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 40,447,000 and 37,424,000 common stock equivalents (preferred stock, warrants and stock options) from the calculation of diluted loss per share for the nine months ended September 30, 2017 and 2016 respectively, which, if included, would have an antidilutive effect.

NOTE 5 – INCOME TAXES:

No current provision for Federal income taxes was required for the nine months ended September 30, 2017 and 2016, due to the Company’s operating losses. At September 30, 2017 the Company had unused net operating loss carry-forwards of approximately $1,223,000 which expire at various dates through 2037. Most of this amount is subject to annual limitations under certain provisions of the Internal Revenue Code related to “changes in ownership.”

As of September 30, 2017 and December 31, 2016, 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.

	September 30, 2017			December 31, 2016
Deferred tax assets and valuation allowances consist of:
Deferred tax assets:
Net operating loss carry forwards	$	489,000		$	462,000
Less valuation allowance		(489,000	)		(462,000	)
Net deferred tax assets	$	-		$	-

We file income tax returns in the U.S. Federal and Texas state jurisdictions. Tax years for fiscal 2008 through 2017 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:

	Nine months ended
	September 30,
	2017			2016
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.

9

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

Warrants

2017 Extension of Warrant Terms

Effective August 24, 2017, Chase Packaging Corporation (the “Company”) amended its warrant agreement (“Amendment No. 4 to Warrant Agreement”) with the holders of the Company’s warrants (the “Warrants”). The purpose of Amendment No. 4 to Warrant Agreement is to extend the expiration date of the warrants from September 7, 2017 until September 7, 2019. The exercise price and all other terms of the original warrant agreement and amendments thereto, other than expiration date, remain the same.

The warrants modification expense of $27,707 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	1.27	%
Average expected life-years	2
Expected volatility	135.42	%
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	%

10

As of September 30, 2017 and December 31, 2016, warrants to purchase 6,909,000 shares were outstanding, having exercise prices at $0.15 and an expiration date of September 7, 2019.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2016		6,909,000		$	0.15		0.68
Granted		-		$	-		-
Extended		6,909,000			0.15		2
Exercised		-			-		-
Forfeited/expired		(6,909,000	)	$	0.15		-
Outstanding at September 30, 2017		6,909,000		$	0.15		1.94
Exercisable at September 30, 2017		6,909,000		$	0.15		1.94

As of September 30, 2017 and December 31, 2016, the average remaining contractual life of the outstanding warrants was 1.94 years and 0.68 years, respectively. The Warrants expire on September 7, 2019.

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.

11

NOTE 7 – DIVIDENDS:

On October 29, 2016, 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, 2016, and such shareholders received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2016. As of November 15, 2016, the Company had 30,215 shares of Preferred Stock outstanding; the total dividend paid consisted of 3,023 shares of Series A Preferred Stock (which are convertible into 3,023,000 shares of Common Stock) with a fair value of $302,300 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 $3,023 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

As of September 30, 2017 and December 31, 2016, the Company had 33,238 shares of Preferred Stock outstanding.

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.

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

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2017		300,000	$	0.03		1.48	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/expired		-		-		-		-
Outstanding at September 30, 2017		300,000	$	0.03		0.73	$	-
Exercisable at September 30, 2017		300,000	$	0.03		0.73	$	-

12

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).

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 nine months ended September 30, 2017 and the year ended December 31, 2016.

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 ended September 30, 2017 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 treasury bills and 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 September 30, 2017 and December 31, 2016, respectively:

	Carrying Amount In Balance Sheet September 30,		Fair Value September 30,		Fair Value Measurement Using
	2017		2017		Level 1		Level 2		Level 3
Assets:
Treasury Bills	$	646,452	$	647,953	$	647,953	$	—	$	—
Money Market Funds		167,771		167,771		167,771
Total Assets	$	814,223	$	815,724	$	815,724	$	—	$	—
	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
`	2016		2016		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	864,323	$	864,323	$	864,323	$	—	$	—

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.

NOTE 11 – SUBSEQUENT EVENTS

On October 6, 2017, 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, 2017, and such shareholders will receive the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2017. As of October 31, 2017, the Company had 33,238 shares of Preferred Stock outstanding; the total dividend to be paid consisted of 3,324 shares of Series A Preferred Stock (which are convertible into 3,324,000 shares of Common Stock) with a fair value of $332,400 and a total of 11.9 fractional shares which will be accumulated until whole shares can be issued.

13

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 September 30, 2017 and 2016

Revenue

The Company had no operations and no revenue for the three months ended September 30, 2017 and 2016 and incurred operating expenses of $13,211 and $33,390 for the three months ended September 30, 2017 and 2016, respectively. Its only income was from unrealized gains from fixed 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 September 30, 2017 and 2016.

	Three Months Ended September 30,
	2017		2016
Legal and professional fees		5,673		28,657
Payroll expense		4,816		5,275
Other general and administrative expense		2,722		4,158
	$	13,211	$	33,390

Operating expenses consist mostly of payroll, professional fees and legal fees. Other general and administrative expenses are comprised of transfer 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 decrease in legal fees was due to the 50% discount on some September invoices of legal fee. The decrease in operating expenses in 2017 was mainly due to the decrease in legal and professional fees.

14

Other Income (Expense)

The following table presents our total Other Income (Expense) for the three months ended September 30, 2017 and 2016.

	Three Months Ended September 30,
	2017			2016
Warrants modification expense	$	(27,707	)	$	-
Interest and other income		1,519			23
Other Income (Expense), net	$	(26,188	)	$	23

Net Loss

The Company had a net loss of $39,399 for the three months ended September 30, 2017, compared with a net loss of $33,367 for the three months ended September 30, 2016. Increases in net loss were due primarily to the abovementioned effect.

Loss per share for the three months ended September 30, 2017 and 2016 were approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

For the nine months ended September 30, 2017 and 2016

Revenue

The Company had no operations and no revenue for the nine months ended September 30, 2017 and 2016 and incurred operating expenses of $42,673 and $92,414 for the nine months ended September 30, 2017 and 2016, respectively. Its only income was from unrealized gains from fixed 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 nine months ended September 30, 2017 and 2016.

	Nine Months Ended September 30,
	2017		2016
Legal and professional fees		20,358		63,145
Payroll expense		14,974		15,440
Other general and administrative expense		7,341		13,829
	$	42,673	$	92,414

Operating expenses consist mostly of payroll, professional fees and legal fees. Other general and administrative expenses are comprised of transfer 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 decrease in legal fees was due to the 50% discount on some September invoices of legal fee. The decrease in operating expenses in 2017 was mainly due to the decrease in legal and professional fees.

15

Other Income (Expense)

The following table presents our total Other Income (Expense) for the nine months ended September 30, 2017 and 2016.

	Nine Months Ended September 30,
	2017			2016
Warrants modification expense	$	(27,707	)	$	-
Interest and other income		1,561			73
Other Income (Expense), net	$	(26,146	)	$	73

Net Loss

The Company had a net loss of $68,819 for the nine months ended September 30, 2017, compared with a net loss of $92,341 for the nine months ended September 30, 2016. Decreases in net loss were due primarily to the abovementioned effect.

Loss per share for the nine months ended September 30, 2017 and 2016 were approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

Liquidity and Capital Resources

At September 30, 2017 the Company had cash and cash equivalents of approximately $816,000 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.

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

Cash Flow

	Nine Months Ended September 30,
	2017			2016
Net cash used in operating activities	$	(48,599	)	$	(76,372	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		-			-
Net cash outflow	$	(48,599	)	$	(76,372	)

Net cash of $(48,599) and $(76,372) were used in operations during the nine months period ended September 30, 2017 and 2016, respectively.

The use of cash of $(48,599) used in operating activities for the nine months ended September 30, 2017, principally resulted from our net loss of $(68,819), as adjusted for non-cash charges for warrants modification expense of $27,707, and changes in our working capital accounts of $(7,487).

16

The use of cash of $(76,372) used in operating activities for the nine months ended September 30, 2016, principally resulted from our net loss of $(92,341), as adjusted for changes in our working capital accounts of $15,969.

No cash flows were used in or provided by investing activities during the nine months ended September 30, 2017 and 2016.

No cash proceeds were used in or provided by financing activities during the nine months ended September 30, 2017 and 2016.

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.

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.

17

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 September 30, 2017, our disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting.

During the quarter ended September 30, 2017, 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.

18

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.

19

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 September 30, 2017, filed on November 9, 2017, 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

20

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: November 9, 2017	By:	/s/ Allen T. McInnes
		Allen T. McInnes
		Chairman of the Board, President and Treasurer
		(Principal Executive Officer)
Date: November 9, 2017	By:	/s/ Ann C. W. Green
		Ann C. W. Green
		Chief Financial Officer and Assistant Secretary
		(Principal Financial and Accounting Officer)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Allen T. McInnes, certify that:

1.	I have reviewed this report on Form 10-Q of Chase Packaging Corporation;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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 the registrant’s board of directors (or persons performing the equivalent functions):

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.

November 9, 2017	By:	/s/ Allen T. McInnes
		Allen T. McInnes
		Chairman of the Board, President and Treasurer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ann C. W. Green, certify that:

1.	I have reviewed this report on Form 10-Q of Chase Packaging Corporation;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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 the registrant’s board of directors (or persons performing the equivalent functions):

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.

November 9, 2017	By:	/s/ Ann C. W. Green
		Ann C. W. Green
		Chief Financial Officer and Assistant Secretary
		(Principal Financial and Accounting Officer)

EX-32.1

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

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chase Packaging Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The quarterly Report on Form 10-Q for the period ended September 30, 2017 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

November 9, 2017	By:	/s/ Allen T. McInnes
		Allen T. McInnes
		Chairman of the Board, President and Treasurer
		(Principal Executive Officer)

EX-32.2

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

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chase Packaging Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended September 30, 2017 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

November 9, 2017	By:	/s/ Ann C. W. Green
		Ann C. W. Green
		Chief Financial Officer and Assistant Secretary
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document And Entity Information
Entity Registrant Name	CHASE PACKAGING CORP
Entity Central Index Key	0001025771
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,536,275
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 815,724	$ 864,323
TOTAL ASSETS	815,724	864,323
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,000	10,487
TOTAL CURRENT LIABILITIES	3,000	10,487
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY :
Common stock, $.10 par value 200,000,000 shares authorized; 16,033,862 shares issued and 15,536,275 shares outstanding as of September 30, 2017 and December 31, 2016	1,603,387	1,603,387
Treasury Stock, $.10 par value 497,587 shares as of September 30, 2017 and December 31, 2016	(49,759)	(49,759)
Additional paid-in capital	2,622,742	2,595,035
Accumulated deficit	(5,428,098)	(5,359,279)
TOTAL STOCKHOLDER'S EQUITY	812,724	853,836
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	815,724	864,323
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY :
PREFERRED STOCK, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible Preferred stock; 50,000 shares authorized; 33,238 shares issued and outstanding as of September 30, 2017 and December 31, 2016; liquidation preference of $3,323,800 as of September 30, 2017 and December 31, 2016	$ 2,064,452	$ 2,064,452

XML

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
STOCKHOLDERS' EQUITY :
Preferred Stock, Par Value	$ 1.00	$ 1.00
Preferred Stock, Shares Authorized	4,000,000	4,000,000
Preferred Stock, Shares Outstanding	33,238	33,238
Common Stock, Par Value	$ .10	$ .10
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	16,033,862	16,033,862
Common Stock, Shares, Outstanding	15,536,275	15,536,275
Treasury Stock, Par Value	$ .10	$ .10
Treasury Stock, Shares	497,587	497,587
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY :
Preferred Stock, Shares Issued	33,238	33,238
Preferred Stock, Shares Outstanding	33,238	33,238
Preferred Stock, Liquidation Preference, Value	$ 3,323,800	$ 3,323,800
Series A 10% Convertible Preferred stock, Shares Authorized	50,000	50,000

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Statements Of Operations
NET SALES
EXPENSES:
General and administrative expense	13,211	33,390	42,673	92,414
LOSS FROM OPERATIONS	(13,211)	(33,390)	(42,673)	(92,414)
OTHER INCOME (EXPENSE)
Warrants modification expense	(27,707)		(27,707)
Interest and other income	1,519	23	1,561	73
TOTAL OTHER INCOME (EXPENSE)	(26,188)	23	(26,146)	73
LOSS BEFORE INCOME TAXES	(39,399)	(33,367)	(68,819)	(92,341)
Provision for income taxes
NET LOSS	$ (39,399)	$ (33,367)	$ (68,819)	$ (92,341)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ (0.00)	$ 0.00	$ (0.00)	$ (0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED	15,536,275	15,536,275	15,536,275	15,536,275

XML

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (68,819)	$ (92,341)
Adjustment to reconcile to net loss to net cash used in operating activities:
Warrants modification expense	27,707
Change in assets and liabilities:
Accounts payable and accrued expenses	(7,487)	15,969
Net cash used in operating activities	(48,599)	(76,372)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
NET INCREASE (DECREASE) IN CASH	(48,599)	(76,372)
Cash, at beginning of period	864,323	973,470
CASH, END OF PERIOD	815,724	897,098
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for: Interest
Cash paid for: Income taxes

XML

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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, 2016, 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 September 30, 2017, results of operations for the nine months and three months ended September 30, 2017 and 2016, and cash flows for the nine months ended September 30, 2017 and 2016, as applicable, have been made. The results of operations for the nine months ended September 30, 2017 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, 2016, 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.

XML

NEW ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Going Concern

ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, the FASB issued ASU 2014-15 requiring management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual periods, and interim periods within those annual periods, starting December 15, 2016. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Financial Instruments

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Leases

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows. Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management has been continuously assessing the impact of this guidance.

Stock Compensation

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Income Taxes

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019, and early adoption is permitted.

Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”).

The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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 September 30, 2017, and December 31, 2016, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $816,000 and $864,000 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 September 30, 2017 and December 31, 2016, 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.

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BASIC AND DILUTED NET LOSS PER COMMON SHARE

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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 40,447,000 and 37,424,000 common stock equivalents (preferred stock, warrants and stock options) from the calculation of diluted loss per share for the nine months ended September 30, 2017 and 2016 respectively, which, if included, would have an antidilutive effect.

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INCOME TAXES

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 5 - INCOME TAXES

No current provision for Federal income taxes was required for the nine months ended September 30, 2017 and 2016, due to the Company’s operating losses. At September 30, 2017 the Company had unused net operating loss carry-forwards of approximately $1,223,000 which expire at various dates through 2037. Most of this amount is subject to annual limitations under certain provisions of the Internal Revenue Code related to “changes in ownership.”

As of September 30, 2017 and December 31, 2016, 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.

	September 30, 2017			December 31, 2016
Deferred tax assets and valuation allowances consist of:
Deferred tax assets:
Net operating loss carry forwards	$	489,000		$	462,000
Less valuation allowance		(489,000	)		(462,000	)
Net deferred tax assets	$	-		$	-

We file income tax returns in the U.S. Federal and Texas state jurisdictions. Tax years for fiscal 2008 through 2017 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:

	Nine months ended
	September 30,
	2017			2016
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.

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PRIVATE PLACEMENT OFFERING

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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

Warrants

2017 Extension of Warrant Terms

Effective August 24, 2017, Chase Packaging Corporation (the “Company”) amended its warrant agreement (“Amendment No. 4 to Warrant Agreement”) with the holders of the Company’s warrants (the “Warrants”). The purpose of Amendment No. 4 to Warrant Agreement is to extend the expiration date of the warrants from September 7, 2017 until September 7, 2019. The exercise price and all other terms of the original warrant agreement and amendments thereto, other than expiration date, remain the same.

The warrants modification expense of $27,707 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	1.27	%
Average expected life-years	2
Expected volatility	135.42	%
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 September 30, 2017 and December 31, 2016, warrants to purchase 6,909,000 shares were outstanding, having exercise prices at $0.15 and an expiration date of September 7, 2019.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2016		6,909,000		$	0.15		0.68
Granted		-		$	-		-
Extended		6,909,000			0.15		2
Exercised		-			-		-
Forfeited/expired		(6,909,000	)	$	0.15		-
Outstanding at September 30, 2017		6,909,000		$	0.15		1.94
Exercisable at September 30, 2017		6,909,000		$	0.15		1.94

As of September 30, 2017 and December 31, 2016, the average remaining contractual life of the outstanding warrants was 1.94 years and 0.68 years, respectively. The Warrants expire on September 7, 2019.

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.

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DIVIDENDS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 7 - DIVIDENDS

On October 29, 2016, 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, 2016, and such shareholders received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2016. As of November 15, 2016, the Company had 30,215 shares of Preferred Stock outstanding; the total dividend paid consisted of 3,023 shares of Series A Preferred Stock (which are convertible into 3,023,000 shares of Common Stock) with a fair value of $302,300 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 $3,023 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

As of September 30, 2017 and December 31, 2016, the Company had 33,238 shares of Preferred Stock outstanding.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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.

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

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2017		300,000	$	0.03		1.48	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/expired		-		-		-		-
Outstanding at September 30, 2017		300,000	$	0.03		0.73	$	-
Exercisable at September 30, 2017		300,000	$	0.03		0.73	$	-

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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).

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 nine months ended September 30, 2017 and the year ended December 31, 2016.

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 ended September 30, 2017 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 treasury bills and 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 September 30, 2017 and December 31, 2016, respectively:

	Carrying Amount In Balance Sheet September 30,		Fair Value September 30,		Fair Value Measurement Using
	2017		2017		Level 1		Level 2		Level 3
Assets:
Treasury Bills	$	646,452	$	647,953	$	647,953	$	-	$	-
Money Market Funds		167,771		167,771		167,771
Total Assets	$	814,223	$	815,724	$	815,724	$	—	$	—
	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
`	2016		2016		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	864,323	$	864,323	$	864,323	$	—	$	—

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

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.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 11 - SUBSEQUENT EVENTS

On October 6, 2017, 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, 2017, and such shareholders will receive the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2017. As of October 31, 2017, the Company had 33,238 shares of Preferred Stock outstanding; the total dividend to be paid consisted of 3,324 shares of Series A Preferred Stock (which are convertible into 3,324,000 shares of Common Stock) with a fair value of $332,400 and a total of 11.9 fractional shares which will be accumulated until whole shares can be issued.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Summary Of Significant Accounting Policies 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 September 30, 2017, and December 31, 2016, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $816,000 and $864,000 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 September 30, 2017 and December 31, 2016, 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.

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2017

Income Taxes Tables

Summary of deferred tax assets

	September 30, 2017			December 31, 2016
Deferred tax assets and valuation allowances consist of:
Deferred tax assets:
Net operating loss carry forwards	$	489,000		$	462,000
Less valuation allowance		(489,000	)		(462,000	)
Net deferred tax assets	$	-		$	-

Summary of income tax (expense) benefits

	Nine months ended
	September 30,
	2017			2016
Tax benefits (expense) at statutory rate		35	%		35	%
Unrecognized tax benefits (expense) of current period tax losses		(35	)%		(35	)%
Effective tax rate		-			-

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PRIVATE PLACEMENT OFFERING (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Proceeds Allocated to the instruments

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

Schedule of Share-based Compensation, Warrant Options

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2016		6,909,000		$	0.15		0.68
Granted		-		$	-		-
Extended		6,909,000			0.15		2
Exercised		-			-		-
Forfeited/expired		(6,909,000	)	$	0.15		-
Outstanding at September 30, 2017		6,909,000		$	0.15		1.94
Exercisable at September 30, 2017		6,909,000		$	0.15		1.94

2017 Extension of Warrant Terms [Member]

Assumptions used in Black Scholes option-pricing model

Average risk-free interest rate	1.27	%
Average expected life-years	2
Expected volatility	135.42	%
Expected dividends	4.01	%

2015 Extension of Warrant Terms [Member]

Assumptions used in Black Scholes option-pricing model

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

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2017

Stockholders Equity Tables

Schedule of option activities

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2017		300,000	$	0.03		1.48	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/expired		-		-		-		-
Outstanding at September 30, 2017		300,000	$	0.03		0.73	$	-
Exercisable at September 30, 2017		300,000	$	0.03		0.73	$	-

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Measurements Tables

Assets and liabilities measured at fair value on a recurring basis

	Carrying Amount In Balance Sheet September 30,		Fair Value September 30,		Fair Value Measurement Using
	2017		2017		Level 1		Level 2		Level 3
Assets:
Treasury Bills	$	646,452	$	647,953	$	647,953	$	-	$	-
Money Market Funds		167,771		167,771		167,771
Total Assets	$	814,223	$	815,724	$	815,724	$	—	$	—
	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
`	2016		2016		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	864,323	$	864,323	$	864,323	$	—	$	—

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BASIS OF PRESENTATION (Details Narrative)	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
State or Country of incorporation	Texas

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies Details Narrative
Cash and Cash Equivalents	$ 815,724	$ 864,323	$ 897,098	$ 973,470

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BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Basic And Diluted Net Loss Per Common Share Details Narrative
Common stock equivalents excluded from the calculation of diluted earnings (loss) per share	40,447,000	37,424,000

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INCOME TAXES (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carry forwards	$ 489,000	$ 462,000
Less valuation allowance	(489,000)	(462,000)
Net deferred tax assets

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INCOME TAXES (Details 1)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Taxes Details 1
Tax benefits (expense) at statutory rate	35.00%	35.00%
Unrecognized tax benefits (expense) of current period tax losses	(35.00%)	(35.00%)
Effective tax rate

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INCOME TAXES (Details Narrative)	9 Months Ended
	Sep. 30, 2017 USD ($)
Income Taxes Details Narrative
Net operating loss carry-forwards	$ 1,223,000
Expiration date	Various dates through 2037

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PRIVATE PLACEMENT OFFERING (Details)	Sep. 30, 2017 USD ($)
Private Placement Offering Details
Warrant liabilities	$ 141,027
Redeemable and Convertible Preferred Stock	1,388,367
Common Stock	470,706
Total allocated gross proceeds:	$ 2,000,100

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PRIVATE PLACEMENT OFFERING (Details 2) - 2017 Extension of Warrant Terms [Member]	9 Months Ended
	Sep. 30, 2017
Average risk-free interest rate	1.27%
Average expected life- years	2 years
Expected volatility	135.42%
Expected dividends	4.01%

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PRIVATE PLACEMENT OFFERING (Details 3) - 2015 Extension of Warrant Terms [Member]	9 Months Ended
	Sep. 30, 2017
Average risk-free interest rate	0.71%
Average expected life- years	2 years
Expected volatility	49.01%
Expected dividends	4.01%

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PRIVATE PLACEMENT OFFERING (Details 4) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2015
Number of Warrants
Number of warrants/options outstanding, Beginning	6,909,000
Number of warrants/options outstanding, Ending	6,909,000
Weighted Average Exercise Price
Weighted average exercise price outstanding, Beginning	$ 0.15
Weighted average exercise price outstanding, Ending	$ 0.15
Weighted Average Remaining Contractual Life (Years)
Outstanding, Ending	1 year 11 months 8 days	8 months 5 days
Warrant (Member)
Number of Warrants
Number of warrants/options outstanding, Beginning	6,909,000
Granted
Extended	6,909,000
Exercised
Forfeited/expired	(6,909,000)
Number of warrants/options outstanding, Ending	6,909,000
Number of warrants/options exercisable, Ending	6,909,000
Weighted Average Exercise Price
Weighted average exercise price outstanding, Beginning	$ 0.15
Granted
Extended	0.15
Exercised
Forfeited/expired	0.15
Weighted average exercise price outstanding, Ending	0.15
Weighted average exercise price exercisable, Ending	$ 0.15
Weighted Average Remaining Contractual Life (Years)
Outstanding, Beginning	8 months 5 days
Extended	2 years
Outstanding, Ending	1 year 11 months 8 days
Exercisable, Ending	1 year 11 months 8 days

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PRIVATE PLACEMENT OFFERING (Details Narrative)

1 Months Ended

9 Months Ended

12 Months Ended

Sep. 07, 2007

Unit

Aug. 31, 2015

USD ($)

$ / shares

shares

Sep. 30, 2017

USD ($)

$ / shares

shares

Dec. 31, 2015

Dec. 31, 2016

$ / shares

shares

Number of warrants/options outstanding | shares

6,909,000

6,909,000

Weighted average exercise price outstanding | $ / shares

$ 0.15

$ 0.15

Expiry date

Sep. 07, 2019

Number of units sold | Unit

13,334

Private placement description

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.

Percentage of convertible preferred stock

10.00%

Total allocated gross proceeds | $

$ 2,000,100

Average remaining contractual life

1 year 11 months 8 days

8 months 5 days

Series A 10% Convertible Preferred Stock [Member]

Liquidation entitlement description

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

Series A 10% Convertible Preferred Stock [Member] | Board of Directors [Member]

Dividend rate percentage

10.00%

Warrant (Member) | 2017 Extension of Warrant Terms [Member]

Expiry date

Sep. 07, 2019

Warrants modification expense | $

$ 27,707

Per share price | $ / shares

$ 0.15

Warrant (Member) | 2015 Extension of Warrant Terms [Member]

Maturity date

Sep. 07, 2017

Warrants issued | shares

6,909,000

Warrants modification expense | $

$ 14,684

Per share price | $ / shares

$ 0.15

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DIVIDENDS (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Nov. 15, 2016
Dividends Details Narrative
Preferred Stock, Shares Outstanding	33,238	33,238	30,215
Shares consisted dividend payable			3,023
Converted common shares			3,023,000
Converted common shares fair value			$ 302,300
Fractional shares			14
Preferred Stock dividend charged against Additional Paid-in Capital			$ 3,023

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STOCKHOLDERS' EQUITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2015
Number of Options
Number of warrants/options outstanding, Beginning	6,909,000
Number of warrants/options outstanding, Ending	6,909,000
Weighted Average Exercise Price
Weighted average exercise price outstanding, Beginning	$ 0.15
Weighted average exercise price outstanding, Ending	$ 0.15
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life (Years) outstanding, Ending	1 year 11 months 8 days	8 months 5 days
Stock options [Member]
Number of Options
Number of warrants/options outstanding, Beginning	300,000
Number of options, granted
Number of options, exercised
Number of options, forfeited/expired
Number of warrants/options outstanding, Ending	300,000
Number of warrants/options exercisable, Ending	300,000
Weighted Average Exercise Price
Weighted average exercise price outstanding, Beginning	$ 0.03
Weighted average exercise price, granted
Weighted average exercise price, exercised
Weighted average exercise price, forfeited/expired
Weighted average exercise price outstanding, Ending	0.03
Weighted average exercise price exercisable, Ending	$ 0.03
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life (Years) outstanding, beginning	1 year 5 months 23 days
Weighted average remaining contractual life (Years) outstanding, Ending	8 months 23 days
Weighted average remaining contractual life (Years) exercisable, Ending	8 months 23 days
Aggregate Intrinsic Value
Aggregate intrinsic value outstanding, Beginning
Aggregate intrinsic value outstanding, Ending
Aggregate intrinsic value exercisable, Ending

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STOCKHOLDERS' EQUITY (Details Narrative)	Apr. 09, 2008 shares
2008 Stock Awards Plan [Member]
Common Stock, shares issuable	2,000,000
Maximum shares granted	80,000
Restricted Stock [Member]
Maximum shares granted	30,000
Stock options [Member]
Maximum shares granted	50,000

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FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Total Assets	$ 815,724	$ 864,323
Fair Value [Member]
Assets at fair value on recurring basis	815,724
Fair Value, Inputs, Level 1 [Member]
Assets at fair value on recurring basis	815,724
Fair Value, Inputs, Level 2 [Member]
Assets at fair value on recurring basis
Fair Value, Inputs, Level 3 [Member]
Assets at fair value on recurring basis
Treasury Bills [Member] | Fair Value [Member]
Assets at fair value on recurring basis	647,953
Treasury Bills [Member] | Fair Value, Inputs, Level 1 [Member]
Assets at fair value on recurring basis	647,953
Treasury Bills [Member] | Fair Value, Inputs, Level 2 [Member]
Assets at fair value on recurring basis
Treasury Bills [Member] | Fair Value, Inputs, Level 3 [Member]
Assets at fair value on recurring basis
Money Market Funds [Member] | Fair Value [Member]
Assets at fair value on recurring basis	167,771	864,323
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Assets at fair value on recurring basis	167,771	864,323
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Assets at fair value on recurring basis
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Assets at fair value on recurring basis
Carrying Value [Member]
Assets at fair value on recurring basis	814,223
Carrying Value [Member] | Treasury Bills [Member]
Assets at fair value on recurring basis	646,452
Carrying Value [Member] | Money Market Funds [Member]
Assets at fair value on recurring basis	$ 167,771	$ 864,323

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	9 Months Ended
	Sep. 30, 2017 USD ($)
Chief Financial Officer [Member]
Annual salary	$ 17,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 06, 2017	Oct. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Nov. 15, 2016
Preferred Stock, Shares Outstanding			33,238	33,238	30,215
Fractional shares					14
Subsequent Event [Member] | Series A 10% Convertible Preferred Stock [Member]
Dividend rate percentage	10.00%
Dividends Payable, record date	Nov. 15, 2017
Dividend payable, payment date	Dec. 01, 2017
Preferred Stock, Shares Outstanding		33,238
Dividend payable on shares, number		3,324
Common stock shares issuable upon conversion of preferred stock		3,324,000
Common stock shares issuable upon conversion of preferred stock, value		$ 332,400
Fractional shares		11.9