CHASE PACKAGING CORP - Quarter Report: 2013 September (Form 10-Q)

cpka_10q.htm

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, 2013

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.)

636 River Road, Fair Haven, New Jersey 07704

(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 o No x

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 o No x

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		June 20, 2014
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:

	Condensed Balance Sheets (Unaudited) – September 30, 2013 and December 31, 2012	3

	Condensed Statements of Operations (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to September 30, 2013) and the Nine and Three Months Ended September 30, 2013 and 2012	4

	Condensed Statements of Cash Flows (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to September 30, 2013) and the Nine Months Ended September 30, 2013 and 2012	5

	Notes to Interim Condensed Financial Statements (Unaudited)	6-13

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16

ITEM 4.	Controls and Procedures	16

PART II. Other Information:

ITEM 1.	Legal Proceedings.	18

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18

ITEM 3.	Defaults upon Senior Securities.	18

ITEM 4.	Mine Safety Disclosures.	18

ITEM 5.	Other Information.	18

ITEM 6.	Exhibits.	19

SIGNATURES		20

EXHIBITS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS:
Cash	$	1,267,574		$	1,338,356

TOTAL ASSETS	$	1,267,574		$	1,338,356

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	15,587		$	5,118
TOTAL CURRENT LIABILITIES		15,587			5,118

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; 22,704 shares issued and outstanding as of September 30, 2013 and December 31, 2012 : liquidation preference of $2,270,400 as of September 30, 2013 and December 31, 2012		2,053,918			2,053,918
Common stock, $.10 par value 200,000,000 shares authorized; 16,033,862 shares issued and outstanding as of September 30, 2013 and December 31, 2012		1,603,387			1,603,387
Treasury Stock, $.10 par value 497,587 shares as of September 30, 2013 and December 31, 2012		(49,759	)		(49,759	)
Additional paid-in capital		2,563,751			2,558,254
Accumulated deficit		(3,626,121	)		(3,626,121	)
Deficit accumulated during the development stage		(1,293,189	)		(1,206,441	)
TOTAL STOCKHOLDERS’ EQUITY		1,251,987			1,333,238

TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	1,267,574		$	1,338,356

See notes to interim condensed financial statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Nine Months Ended September 30,						For The Three Months Ended September 30,						Cumulative During the Development Stage (January 1, 1999 to September 30,
	2013			2012			2013			2012			2013)

NET SALES	$	-		$	-		$	-		$	-		$	-

EXPENSES:
General and administrative expense		86,847			102,686			34,184			25,626			828,414

LOSS FROM OPERATIONS		(86,847	)		(102,686	)		(34,184	)		(25,626	)		(828,414	)

OTHER INCOME (EXPENSE)
Interest expense		-			-			-			-			(8,591	)
Interest and other income		99			129			34			49			60,144
Change in warrant liability		-			60,419			-			-			130,456
Warrant liability extinguishment from modification of warrants		-			9,396			-			-			9,396

TOTAL OTHER INCOME		99			69,944			34			49			191,405

LOSS BEFORE INCOME TAXES		(86,748	)		(32,742	)		(34,150	)		(25,577	)		(637,009	)
Provision for income taxes		-			-			-			-			-

NET LOSS	$	(86,748	)	$	(32,742	)	$	(34,150	)	$	(25,577	)		(637,009	)
Accretion of preferred stock to redemption value		-			(100,005	)		-			(33,335	)		(656,180	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(86,748	)	$	(132,747	)	$	(34,150	)	$	(58,912	)	$	(1,293,189	)

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 financial statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For The Nine Months Ended September 30,						Cumulative During the Development Stage (January 1, 1999 to September 30,
	2013			2012				2013)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(86,748	)	$	(32,742	)	$	(637,009	)
Adjustment to reconcile to net loss to net cash used in operating activities:
Change in warrant liability		-			(60,419	)		(130,456	)
Warrant liability extinguishment from modification of warrants		-			(9,396	)		(9,396	)
Stock based compensation		5,497			-			5,497
Change in assets and liabilities:
Accounts payable and accrued expenses		10,469			580			409

Net cash used in operating activities		(70,782	)		(101,977	)		(770,955	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt		-			-			56,500
Proceeds from private placement/exercise of stock warrants		-			-			5,500
Capital contribution		-			-			8,000
Proceeds from private placement		-			-			1,962,358
Cash dividends paid on preferred stock		-			-			(5,490	)
Net cash provided by financing activities		-			-			2,026,868

NET INCREASE (DECREASE) IN CASH		(70,782	)		(101,977	)		1,255,913

Cash, at beginning of period		1,338,356			1,484,906			11,661

CASH, END OF PERIOD	$	1,267,574		$	1,382,929		$	1,267,574

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-		$	8,591
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of preferred stock to redemption value	$	-		$	(100,005	)	$	(656,180	)
Modification on warrants to change to equity	$	-			1,176		$	1,176
Preferred stock issued as stock dividend	$	-		$	1,863		$	8,887
416 Private Placement Units were issued in exchange for $56,500 of convertible notes plus $5,900 of accrued interest	$	-		$	-		$	62,400
68 Private Placement Units were issued in exchange for $8,000 of stock subscriptions plus $2,200 of accrued interest	$	-		$	-		$	10,200

See notes to interim condensed financial statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(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.

Since January 1, 1999, the Board of Directors of the Company has been devoting its efforts to establishing a new business and, accordingly, the Company is being treated as a development stage company in accordance with Financial Accounting Standards Board’s (“FASB”) ASC 915.

Management’s plans for the Company include securing a merger or acquisition, raising additional capital, and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in its efforts. The failure to achieve these plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern.

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, 2012, 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, 2013, results of operations for the three- and nine- month periods ended September 30, 2013 and 2012, and cash flows for the nine-month periods ended September 30, 2013 and 2012, as applicable, have been made. The results of operations for the three- and nine-month periods ended September 30, 2013 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 2 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012, 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 - 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, 2013, and 2012, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $1,268,000 and $1,338,000, 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 assets 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. At September 30, 2013 and December 31, 2012, 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. The Company currently has no federal or state tax examinations in progress.

NOTE 3 - 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 29,763,000 and 27,546,000 common stock equivalents (preferred stock, warrants and stock options) from the calculation of diluted loss per share for the nine months ended September 30, 2013 and September 30, 2012, respectively, which, if included, would have an antidilutive effect.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS:

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 5 - 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

As of September 30, 2013 and 2012, warrants to purchase 6,909,000 shares were outstanding, having exercise prices at $0.15 and an expiration date at September 6, 2014.

	2013				2012
	Number of warrants		Weighted average exercise price		Number of warrants		Weighted average exercise price
Balance at January 1		6,909,000	$	0.15		6,909,000	$	0.15
Issued during the period		-	$	-		-	$	-
Exercised during the period		-	$	-		-	$	-
Expired during the period		-	$	-		-	$	-
Balance at September 30		6,909,000	$	0.15		6,909,000	$	0.15

As of September 30, 2013 and December 31, 2012, the average remaining contractual life of the outstanding warrants was 0.94 year and 1.67 years, respectively.

NOTE 5 - PRIVATE PLACEMENT OFFERING - CONTINUED:

The warrants, which were issued to investors in the September 7, 2007, private placement offering, contained a provision for net cash settlement in the event that there was a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer, or share exchange). If a fundamental transaction occurred in which the consideration issued consisted principally of cash or stock in a non-public company, then the warrant holder had the option to receive cash, equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent redemption provision, the warrants required liability classification in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) and were recorded at fair value. In addition, these warrants were not indexed to the Company’s stock, and therefore also required liability classification under ASC 815, “Derivatives and Hedging,” (ASC 815).

ASC 820 provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for warrants are determined using the Binomial Lattice valuation technique. The Binomial Lattice valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to maturity. Accordingly, within the contractual term, the Company provided multiple date intervals over which multiple volatilities and risk free interest rates were used. These intervals allow the Binomial Lattice valuation model to project outcomes along specific paths which consider volatilities and risk free rates that would be more likely in an early exercise scenario.

Significant assumptions are determined as follows:

Trading market values—Published trading market values;

Exercise price—Stated exercise price;

Term—Remaining contractual term of the warrant;

Volatility—Historical trading volatility for periods consistent with the remaining terms;

Risk-free rate—Yields on zero coupon government securities with remaining terms consistent with the remaining terms of the warrants.

Due to the fundamental transaction provision, which could provide for early redemption of the warrants, the model also considered the probability the Company would enter into a fundamental transaction during the remaining term of the warrant. Since the Company is still in its development stage and is not yet achieving positive cash flow, management believes the probability of a fundamental transaction occurring over the term of the warrant is approximately ranging from 0.75% to1.00%. For valuation purposes, the Company also assumed that if such a transaction did occur, it was more likely to occur towards the end of the term of the warrants.

The warrants issued are not only subject to traditional anti-dilution protection, such as stock splits and dividends, but they were also subject to down-round anti-dilution protection. Accordingly, if the Company sold common stock or common stock indexed financial instruments below the stated exercise price, the exercise price related to these warrants would adjust to that lower amount. The Lattice model used to value the warrants with down-round anti-dilution protection provided for multiple, probability-weighted scenarios at the stated exercise price and at five additional decrements/scenarios on each valuation date in order to encompass the value of the anti-dilution provisions in the estimate of fair value of the warrants, Calculations were performed at the stated exercise price and at five additional decrements/scenarios on each valuation date. The calculations provide for multiple, probability-weighted scenarios reflecting decrements that result from declines in the market prices. Decrements are predicated on the trading market prices in decreasing ranges below the contractual exercise price. For each valuation date, multiple Binomial Lattice calculations were performed which were probability weighted by considering both the Company’s (i) historical market pricing trends, and (ii) an outlook for whether or not the Company may need to issue equity or equity-indexed instruments in the future with a price less than the current exercise price.

NOTE 5 - PRIVATE PLACEMENT OFFERING - CONTINUED:

Effective June 30, 2012, the Company entered into an amendment to its Warrant Agreement. The amendment to remove the put and the down round protection feature allows for the Warrants to be treated as equity beginning with the quarter ended June 30, 2012.

The following table summarizes the fair value of the warrants as of the balance sheet date:

Fair values	September 30, 2013		December 31, 2012		At transaction Date

September 7, 2007 financing	$	-	$	-	$	141,027

Warrants issued to the placement agents in the private placement are included with the warrants to investors as they have identical exercise prices and terms.

As of September 30, 2013 and December 31, 2012, the number of shares indexed to the warrants was 0.

The following are the assumptions for the valuation of the fair value of the warrant liability:

	September 30, 2013			December 31, 2012			At transaction Date
Warrants outstanding		-			-			6,909,000
Exercise price	$	-		$	-		$	0.15
Annual dividend yield		-	%		-	%		4.01	%
Expected life (years)		-			-			5
Risk-free interest rate		-	%		-	%		4.14	%
Expected volatility		-	%		-	%		53.94	%

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.

NOTE 5 - PRIVATE PLACEMENT OFFERING - CONTINUED:

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

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

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

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

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

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

NOTE 6 - DIVIDENDS:

On November 1, 2012, the Company announced that the Board of Directors had declared a ten percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock. Stockholders of record as of November 15, 2012 received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2012. As of November 1, 2012, the Company had 20,637 shares of Preferred Stock outstanding; the total dividend paid consisted of 2,067 shares of Series A Preferred Stock (which are convertible into 2,067,000 shares of Common Stock) with a fair value of $206,700 and a total of 11 fractional shares which will be accumulated until whole shares can be issued. Due to the absence of Retained Earnings, the $2,067 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

NOTE 7 - 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.

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

Stock Option

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

	Nine Months ended September 30, 2013
Expected term (in years)		5
Expected stock price volatility		185.25	%
Risk-free interest rate		1.48	%
Expected dividend yield		-

The Company vested 50% of the optioned shares on date of granting the stock options and 50% of the optioned shares will be vested on the day which is one year after the date of grant.

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, 2013		-	$	-	$	-	$	-
Granted		300,000		0.03		5		9,000
Exercised		-		-		-		-
Forfeited/expired		-		-		-		-
Outstanding at September 30, 2013		300,000	$	0.03	$	5	$	9,000
Exercisable at September 30, 2013		150,000	$	0.03	$	5	$	4,500

The Company recognized approximately $5,497 and $0 of stock based compensation costs related to stock options awards for the nine months ended September 30, 2013 and 2012 and approximately $1,092 and $0 for the three months ended September 30, 2013 and 2012 and approximately $5,497 for the period from inception to September 30, 2013. The weighted-average grant date fair value of options outstanding at September 30, 2013 was $0.0289. As of September 30, 2013 the unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan was approximately $3,170. These costs will be recognized on a straight line basis over the remaining vesting life which currently extends to June 30, 2014.

NOTE 8 - 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, 2013 and the year ended December 31, 2012.

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, 2013 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

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

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

NOTE 8 - FAIR VALUE MEASUREMENTS - CONTINUED:

The following tables provide information on those assets measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, respectively:

	Carrying Amount In Balance Sheet September 30,		Fair Value September 30,		Fair Value Measurement Using
	2013		2013		Level 1		Level 2		Level 3

Assets:
Money Market Funds	$	1,267,574	$	1,267,574	$	1,267,574	$	—	$	—

	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
	2012		2012		Level 1		Level 2		Level 3

Assets:
Money Market Funds	$	1,338,356	$	1,338,356	$	1,338,356	$	—	$	—

NOTE 9 - 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 10 - SUBSEQUENT EVENTS:

On November 1, 2013, the Company announced that the Board of Directors had declared a ten percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock. Stockholders of record as of November 15, 2013 received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2013. As of November 1, 2013, the Company had 22,704 shares of Preferred Stock outstanding; the total dividend paid consisted of 2,267 shares of Series A Preferred Stock (which are convertible into 2,267,000 shares of Common Stock) with a fair value of $226,700 and a total of 15 fractional shares which will be accumulated until whole shares can be issued. Due to the absence of Retained Earnings, the $2,267 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

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

During the nine months and three months ended September 30, 2013, the Company had no operations, and its only income was from interest income on its money market fund which is classified as cash. General and administrative expenses for the nine-month and three-month periods ended September 30, 2013 were $86,847 and $34,184, respectively, compared to $102,686 and $25,626 for the comparable periods of 2012. Increases in general and administrative expenses during the nine months ended September 30, 2013 are due primarily to consulting fees and the stock based compensation related to the issuance of stock options to officers and outside directors on June 25, 2013 under the 2008 Stock Awards Plan.

The Company had interest income of $99, change in warrant liability income of $0, warrant liability extinguishment from exercise of warrants of $0 and a net loss of $86,748 during the nine-month periods ended September 30, 2013, compared with interest income of $129, change in warrant liability income of $60,419 and a net loss of $32,742 during the comparable period of 2012. The increase in the net loss of approximately $54,000 was mainly due to the change in warrant liability income of $60,419 and the warrant liability extinguishment from exercise of warrants in gain of $9,396 for the nine-month periods ended September 30, 2012 and offset by the increase in general and administrative expenses of $16,000 for nine-month periods ended September 30, 2013.

The Company had interest income of $34, change in warrant liability income of $0, warrant liability extinguishment from exercise of warrants of $0 and a net loss of $34,150 during the three-month periods ended September 30, 2013, compared with interest income of $49, change in warrant liability income of $0, warrant liability extinguishment from modification of warrants of gain of $0 and a net loss of $25,577 during the comparable period of 2012. The low interest income was primarily due to lower interest rates and lower cash balances. The increase in the net loss of approximately of $8,000 was mainly due to the decrease of the gain from the change in warrant liability of $60,000 and the decrease of the gain from warrant liability extinguishment from exercise of warrants of $9,000 compared with the three-month periods ended September 30, 2013 and 2012, and offset in part by the increase in general and administrative expenses of $8,000 for the three-month periods ended September 30, 2013.

Accretion of preferred stock to redemption value was $0 during the nine-month periods ended September 30, 2013, compared to $100,005 during the comparable period of 2012. Net loss attributable to common stockholders were $86,748 during the nine-month periods ended September 30, 2013, compared to $132,747 during the comparable period of 2012.

Accretion of preferred stock to redemption value was $0 during the three-month periods ended September 30, 2013, compared to $33,335 during the comparable period of 2012. Net loss attributable to common stockholders were $34,150 during the three-month periods ended September 30, 2013, compared to $58,912 during the comparable period of 2012.

Due to the closing of a private placement of the Company’s securities in the third quarter of 2007, the Company had a cash balance as of September 30, 2013 of $1,267,574. The proceeds from the 2007 private placement will assist management with its plans to attempt to secure a suitable merger partner wishing to go public or attempt to acquire private companies to create investment value for the Company’s stockholders.

Liquidity and Capital Resources

At September 30, 2013, the Company had cash of $1,267,574. Cash consists of cash held in a bank. Working capital at September 30, 2013 was $1,251,987. Management believes that the Company’s cash and cash equivalents are sufficient for its business development activities for at least the next 12 months and for the costs of securing a merger or acquisition.

Net cash of approximately $70,782 and $101,977 were used in operations during the nine-month periods ended September 30, 2013 and 2012, respectively.

No cash flows were used or provided by investing activities during the first three quarters of 2013 or during the first three quarters of 2012.

No cash proceeds were provided by financing activities during the nine-month period ended September 30, 2013 nor during the nine-month period ended September 30, 2012.

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 identifying a merger partner or acquiring an operating business.

Recent Accounting Pronouncements

See Note 4 “Recent Accounting Pronouncements” in the Notes to Financial Statements in Item 1. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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, 2013, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting for the period as disclosed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting as of September 30, 2013. We had not designed or otherwise maintained adequate controls to ensure that we adopted accepted accounting policies with respect to non-routine matters such as accounting for warrants or the anti-dilution make whole provisions on our Convertible Preferred Stock. In particular, we concluded that FASB ASC Topic 480, “Distinguishing Liabilities from Equity”, had not been applied properly.

Due to the weakness noted, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2013. The above weakness and resulting misstatement are believed to be inadvertent and unintentional. In addition, we have implemented remedial measures in order to improve and strengthen our internal control over financial reporting and avoid future misstatements of our financial statements. During the third quarter of 2013, we continued the remedial measures we had previously implemented including the following:

●

We continued to use new controls to help ensure that we adopt new accounting guidance with respect to non-routine transactions in a timely manner;

●

We continued to use the previously hired additional accounting personnel.

Our management is committed to improving our internal controls. We believe that the foregoing steps will remediate the material weakness identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate to put effective controls in place.

Our management does not believe that the material weakness in our internal control over financial reporting had a material effect on our financial condition or results of operations or caused our financial statements for the three- and nine- month periods ended September 30, 2013 to contain a material misstatement.

Changes in Internal Controls over Financial Reporting.

During the quarter ended September 30, 2013, 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.

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.

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, 2013, filed on June 20, 2014, 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) tagged as blocks of text.

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: June 20, 2014	By:	/s/ Allen T. McInnes
		Allen T. McInnes
		Chairman of the Board, President and Treasurer
		(Principal Executive Officer)

Date: June 20, 2014	By:	/s/ Ann C. W. Green
		Ann C. W. Green
		Chief Financial Officer and Assistant Secretary
		(Principal Financial and Accounting Officer)