WHLT 10-Q Quarterly Report March 31, 2011

CHASE PACKAGING CORP

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10-Q 1 a11-9449_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

Table of Contents

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 March 31, 2011

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

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 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 o No o

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

Large accelerated filer o		Accelerated filer o

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

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

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

Class		Outstanding at May 13, 2011
Common Stock, par value $.10 per share		15,536,275 shares

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- INDEX -

		Page(s)

PART I	Financial Information:

ITEM 1	Financial Statements:

	Condensed Balance Sheets - March 31, 2011 (Unaudited) and December 31, 2010	1

	Condensed Statements of Operations (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to March 31, 2011) and the Three Months Ended March 31, 2011 and 2010	2

	Statements of Shareholders’ Equity	3

	Condensed Statements of Cash Flows (Unaudited) - Cumulative Period During the Development Stage (January 1, 1999 to March 31, 2011) and the Three Months Ended March 31, 2011 and 2010	6

	Notes to Interim Condensed Financial Statements (Unaudited)	7

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	12

ITEM 4	Controls and Procedures	12

PART II	Other Information	13

EXHIBITS INDEX		13

SIGNATURES		15

EXHIBITS		16

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	March 31, 2011			December 31, 2010
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash and cash equivalents	$	1,573,364		$	1,581,989

TOTAL ASSETS	$	1,573,364		$	1,581,989

- LIABILITIES AND SHAREHOLDERS’ EQUITY -

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	14,775		$	1,388

TOTAL CURRENT LIABILITIES	14,775			1,388

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:
Preferred stock $1.00 par value; 4,000,000 shares authorized:	—			—
Series A 10% Convertible Preferred stock; 50,000 shares authorized; 18,775 issued and outstanding in 2011 and 2010: liquidation preference of $1,877,500 in 2011 and 2010	18,775			18,775
Common stock, $.10 par value, 200,000,000 shares authorized; 15,536,275 shares issued and outstanding in 2011 and 2010	1,553,628			1,553,628
Additional paid-in capital	4,077,068			4,077,068
Accumulated deficit	(3,626,121		)	(3,626,121		)
Deficit accumulated during the development stage	(464,761		)	(442,749		)
TOTAL SHAREHOLDERS’ EQUITY	1,558,589			1,580,601

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,573,364		$	1,581,989

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Cumulative During the Development Stage (January 1, 1999 to			Three Months Ended March 31,
	March 31, 2011)			2011			2010

NET SALES	$	—		$	—		$	—

EXPENSES:
General and administrative expenses	515,710			22,210			27,216

LOSS FROM OPERATIONS	(515,710		)	(22,210		)	(27,216		)

OTHER INCOME (EXPENSE)

Interest expense	(8,591		)	—			—
Interest and other income	59,540			198			207

TOTAL OTHER INCOME	50,949			198			207

LOSS BEFORE INCOME TAXES	(464,761		)	(22,012		)	(27,009		)

Provision for income taxes	—			—			—

NET LOSS	$	(464,761	)	$	(22,012	)	$	(27,009	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE				$	—		$	—

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED				15,536,275			15,536,275

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY

	Preferred Stock			Common Stock			Additional Paid- in			Common Stock		Accumulated			Deficit Accumulated During the Development
	Shares	Amount		Shares	Amount		Capital			Subscribed		Deficit			Stage			Total

Balance at January 1, 1999	—	$	—	7,002,964	$	700,296	$	2,914,207		$	—	$	(3,626,121	)	$	—		$	(11,618	)

Net loss for the year ended December 31, 1999	—	—		—	—		—			—		—			(5,510		)	(5,510		)

Balance at December 31, 1999	—	—		7,002,964	700,296		2,914,207			—		(3,626,121		)	(5,510		)	(17,128		)

Net loss for the year ended December 31, 2000	—	—		—	—		—			—		—			(891		)	(891		)

Balance at December 31, 2000	—	—		7,002,964	700,296		2,914,207			—		(3,626,121		)	(6,401		)	(18,019		)

Private placement and warrant exercise	—	—		1,624,311	162,432		(156,932		)	—		—			—			5,500

Net loss for the year ended December 31, 2001	—	—		—	—		—			—		—			(5,086		)	(5,086		)

Balance at December 31, 2001	—	—		8,627,275	862,728		2,757,275			—		(3,626,121		)	(11,487		)	(17,605		)

Stock subscriptions	—	—		—	—		—			8,000		—			—			8,000

Net loss for the year ended December 31, 2002	—	—		—	—		—			—		—			(7,082		)	(7,082		)

Balance at December 31, 2002	—	—		8,627,275	862,728		2,757,275			8,000		(3,626,121		)	(18,569		)	(16,687		)

Net loss for the year ended December 31, 2003	—	—		—	—		—			—		—			(8,221		)	(8,221		)

Balance at December 31, 2003	—	—		8,627,275	862,728		2,757,275			8,000		(3,626,121		)	(26,790		)	(24,908		)

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)

	Preferred Stock		Common Stock		Additional Paid- in		Common Stock		Accumulated		Deficit Accumulated During the Development
	Shares	Amount	Shares	Amount	Capital		Subscribed		Deficit		Stage		Total
Net income for the year ended December 31, 2004	—	—	—	—	—		—		—		1,237		1,237

Balance at December 31, 2004	—	—	8,627,275	862,728	2,757,275		8,000		(3,626,121	)	(25,553	)	(23,671	)

Net loss for the year ended December 31, 2005	—	—	—	—	—		—		—		(16,627	)	(16,627	)
Balance at December 31, 2005	—	—	8,627,275	862,728	2,757,275		8,000		(3,626,121	)	(42,180	)	(40,298	)
Net loss for the year ended December 31, 2006	—	—	—	—	—		—		—		(12,707	)	(12,707	)

Balance at December 31, 2006	—	—	8,627,275	862,728	2,757,275		8,000		(3,626,121	)	(54,887	)	(53,005	)

Private placement	13,334	13,334	6,667,000	666,700	1,282,324		—		—		—		1,962,358
Prior stock subscription	68	68	34,000	3,400	6,732		(8,000	)	—		—		2,200
Convertible debt	416	416	208,000	20,800	41,184		—		—		—		62,400

Net loss for the year ended December 31, 2007	—	—	—	—	—		—		—		(32,227	)	(32,227	)

Balance at December 31, 2007	13,818	13,818	15,536,275	1,553,628	4,087,515		—		(3,626,121	)	(87,114	)	1,941,726
Preferred shares issued as Dividend	1,718	1,718	—	—	(1,718	)	—		—		—		—

Cash in lieu of stock	—	—	—	—	(3,150	)	—		—		—		(3,150	)
Net loss for the year ended December 31, 2008	—	—	—	—	—		—		—		(176,191	)	(176,191	)

Balance at December 31, 2008	15,536	15,536	15,536,275	1,553,628	4,082,647		—		(3,626,121	)	(263,305	)	1,762,385
Preferred shares issued as dividend	1,542	1,542	—	—	(1,542	)	—		—		—		—

Cash in lieu of stock	—	—	—	—	(1,160	)	—		—		—		(1,160	)
Net loss for the year ended December 31, 2009	—	—	—	—	—		—		—		(92,160	)	(92,160	)

Balance at December 31, 2009	17,078	17,078	15,536,275	1,553,628	4,079,945		—		(3,626,121	)	(355,465	)	1,669,065

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)

	Preferred Stock			Common Stock			Additional Paid- in			Common Stock		Accumulated			Deficit Accumulated During the Development
	Shares	Amount		Shares	Amount		Capital			Subscribed		Deficit			Stage			Total
Preferred shares issued as dividend	1,697	1,697		—	—		(1,697		)	—		—			—			—

Cash in lieu of stock	—	—		—	—		(1,180		)	—		—			—			(1,180		)
Net loss for the year ended December 31, 2010	—	—		—	—		—			—		—			(87,284		)	(87,284		)

Balance at December 31, 2010	18,775	$	18,775	15,536,275	$	1,553,628	$	4,077,068		$	—	$	(3,626,121	)	$	(442,749	)	$	1,580,601
Net loss for the quarter ended March 31, 2011	—	—		—	—		—			—		—			(22,012		)	(22,012		)

Balance at March 31, 2011	18,775	$	18,775	15,536,275	$	1,553,628	$	4,077,068		$	—	$	(3,626,121	)	$	(464,761	)	$	1,558,589

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Cumulative During the Development Stage (January 1, 1999 to			Three Months Ended March 31,
	March 31, 2011)			2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(464,761	)	$	(22,012	)	$	(27,009	)

Change in assets and liabilities:
Accounts payable and accrued expenses	(404		)	13,387			14,117
Net cash (used in) operating activities	(465,165		)	(8,625		)	(12,892		)

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 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	1,561,703			(8,625		)	(12,892		)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD	11,661			1,581,989			1,671,574

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	1,573,364		$	1,573,364		$	1,658,682
SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for:
Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred stock issued as stock dividend	$	3,260		$	—		$	—
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		$	—		$	—

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION:

Chase Packaging Corporation (the “Company”), a Texas corporation, previously manufactured woven paper mesh for industrial applications and 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 devoted its efforts to establishing a new business and, accordingly, the Company is considered to be a development stage company in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 915.

Management’s plans for the Company include securing a merger or acquisition, raising additional capital, and/or 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 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, 2010, as amended, 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 March 31, 2011, results of operations for the three months ended March 31, 2011 and 2010, and cash flows for the three months ended March 31, 2011 and 2010, as applicable, have been made. The results of operations for the three months ended March 31, 2011 and 2010 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

NOTE 2 — BASIC AND DILUTED NET LOSS PER COMMON SHARE:

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

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We have excluded 25,684,000 and 23,987,000 common stock equivalents (warrants and preferred stock convertible to common stock) from the calculation of diluted loss per share for the three months ended March 31, 2011 and 2010, respectively, which, if included, would have an antidilutive effect.

NOTE 3 - 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 4 - 2007 PRIVATE PLACEMENT UNITS (“UNIT”):

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.

Each Warrant contained in a Unit has a term of five years during which such Warrant may be exercised, at $0.15 per share, into one share of Common Stock. A total of 6,605 Units were purchased by related parties, including significant shareholders. The exercise price of the Warrants is subject to adjustment to reflect recapitalizations, stock dividends, mergers, stock splits, and similar events that would otherwise dilute the relative number of shares of Common Stock into which the Warrants may be exercised.

Each share of Preferred Stock contained in a Unit has a stated value of $100 and is convertible at any time into Common Stock at a rate of $0.10 per share. The conversion price of the Preferred Stock is subject to adjustment to reflect recapitalizations, stock dividends, mergers, stock splits, and similar events that would otherwise dilute the relative number of shares of Common Stock into which the Preferred Stock may be converted.

There are 4,000,000 shares of Preferred Stock currently authorized for issuance. At the discretion of the Company’s Board of Directors, the Company may pay to the holders of the Preferred Stock a semi-annual dividend of ten percent payable in cash or in kind (i.e., in additional shares of Preferred Stock) or any combination thereof. The holder of each share of Preferred Stock has one vote for each underlying share of Common Stock as if such Preferred Stock had been converted. At any time prior to conversion, the Company’s Board of Directors may redeem any portion or all of the Preferred Stock at a price of $100 per share of Preferred Stock. Each share of Preferred Stock has a liquidation value of $100 per share. At any time after August 2, 2011, the holders of 66 2/3% or more of the shares of Preferred Stock then outstanding may request the 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 liquidation are inadequate for such purpose, the requested liquidation shall take place (on a pro-rata basis) only to the extent such excess cash funds are available for such purpose. In the event of a merger transaction approved by the holders of the Common Stock, the holders of the Preferred Stock will have the right to a cash payment of $100 per share in connection with such merger, or the Preferred Stock will be automatically converted at the then applicable conversion rate. There was no beneficial conversion feature recorded since the Common Stock was selling for less than $0.10 per share at the time of the closing (which approximated fair value).

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Legal and professional fees of approximately $38,000 were incurred in connection with this private placement transaction resulting in net proceeds of approximately $1,962,000.

NOTE 5 — DIVIDENDS:

On November 1, 2010, the Company announced that the Board of Directors had declared a ten percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock. Shareholders of record as of November 15, 2010 received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2010. As of November 1, 2010, the Company had 17,078 shares of Preferred Stock outstanding; the total dividend paid consisted of 1,696 shares of Series A Preferred Stock (which are convertible into 1,696,000 shares of common stock) with a fair value of $169,600 and $1,180 cash in lieu of fractional shares. Due to the absence of Retained Earnings, the $1,180 of cash and $1,697 par value of Preferred Stock dividend totaling $2,876 was charged against Additional Paid-in Capital.

NOTE 6 — STOCK AWARDS PLAN:

The Company’s 2008 Stock Awards Plan (the “2008 Plan”) was approved at the Company’s annual meeting of shareholders held on June 3, 2008. The 2008 Plan became effective April 9, 2008, and terminates on April 8, 2018. Subject to certain adjustments, 2,000,000 shares of Common Stock may be issued pursuant to awards under the 2008 Plan. 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. As of March 31, 2011, no options had been issued under the 2008 Plan.

NOTE 7 - FAIR VALUE MEASUREMENTS:

The Company adopted FASB’s ASC 820 “Fair Value Measurements” as it applies to its financial instruments, and FASB’s ASC 820 “The Fair Value Option for Financial Assets and Financial Liabilities” (including an amendment which defines fair value), which outline a framework for measuring fair value and detail the required disclosures about fair value measurements, which permits companies to irrevocably choose to measure certain financial instruments and other items at fair value. ASC 820 also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities.

Under ASC 820, fair value is defined 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 in the principal or most advantageous market. ASC 820 establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. ASC 820 requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.

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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 three months ended March 31, 2011 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 and treasury bills — marked to market. The Company’s money market funds and treasury bills are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices from an exchange.

The following table provides information on those assets and liabilities measured at fair value on a recurring basis.

	Carrying Amount In Balance Sheet March 31, 2011		Fair Value March 31, 2011		Fair Value Measurement Using (unaudited)
	(unaudited)		(unaudited)		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	1,555,000	$	1,555,000	$	1,555,000	$	—	$	—

	Carrying Amount In Balance Sheet December 31,		Fair Value December 31,		Fair Value Measurement Using
	2010		2010		Level 1		Level 2		Level 3
Assets:
Money Market Funds	$	1,570,000	$	1,570,000	$	1,570,000	$	—	$	—

NOTE 8 - COMMITMENTS AND CONTINGENCIES:

Commencing November 1, 2007, the Company’s Board of Directors 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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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 industry prospects and 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 quarter ended March 31, 2011, the Company had no operations, and its only income was from interest income on its money market funds classified as cash and cash equivalents. General and administrative expenses for the three-month periods ended March 31, 2011 and 2010 were $22,210 and $27,216, respectively. The Company had interest income of $198 and a net loss of $22,012 during the three-month period ended March 31, 2011, compared with interest income of $207 and a net loss of $27,009 during the comparable period of 2010. The low interest income was primarily due to lower interest rates and lower cash balances.

Due to the closing of a private placement of the Company’s securities in the third quarter 2007, the Company had a cash and cash equivalents balance as of March 31, 2011 of $1,573,364. 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 shareholders.

Liquidity and Capital Resources

At March 31, 2011, the Company had cash and cash equivalents of approximately $1,573,000. Cash and cash equivalents consist of cash held in banks and brokerage firms. Working capital at March 31, 2011 was approximately $1,559,000. Management believes that the Company’s cash and cash equivalents are sufficient for its business activities for at least the next 12 months and for the costs of acquiring an operating business.

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Net cash used in operating activities amounted to approximately $8,600 for the three-month period ended March 31, 2011 and approximately $12,900 for the three-month period ended March 31, 2010.

No cash flows were used or provided by investing activities during the first quarter of 2011 or during the first quarter of 2010.

No cash proceeds were used or provided by financing activities during the first quarter of 2011 or during the first quarter of 2010.

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 3 “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.

(a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be included in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

b) Changes in Internal Controls over Financial Reporting.

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.

	None.

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

	None.

Item 3.	Defaults upon Senior Securities.

	None.

Item 4.	Reserved.

Item 5.	Other Information.

	None.

Item 6.	Exhibits.

Number		Description

3.1		Articles of Incorporation, as amended, of the Company filed as Exhibit 3.1 to the Company’s Form 10-SB, as amended, dated October 24, 1996, filed with the Securities and Exchange Commission and incorporated herein by reference.

3.2		Articles of Amendment to the Articles of Incorporation of the Company filed as Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 9, 2008, and incorporated herein by reference.

3.3		Amended and Restated Bylaws of the Company dated March 28, 2008, filed as Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 3, 2008, and incorporated herein by reference .

4.1		Form of Registration Rights Amendment, dated as of September 7, 2007, by and among the Company and certain purchasers named therein, filed as Exhibit 4.1 to the Company’s Form 10-QSB/A for the quarterly period ended September 30, 2007, filed with the Securities and Exchange Commission on May 5, 2008, and incorporated herein by reference.

4.2		Form of Amendment Number One to Registration Rights Agreement, dated as of April 30, 2008, by and among the Company and certain purchasers named therein, filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 5, 2008, and incorporated herein by reference.

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4.3		Form of Securities Purchase and Subscription Agreement, dated as of September 7, 2007, by and among the Company and certain purchasers named therein, filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 11, 2007, and incorporated herein by reference.

4.4		Statement of Resolution Establishing Series A 10% Convertible Preferred Stock of the Company, filed as Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 11, 2007, and incorporated herein by reference.

4.5		Form of Warrant Agreement and Warrant Certificate dated as of September 7, 2007, filed as Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 11, 2007, and incorporated herein by reference.

4.6		Statement of Resolution Regarding Series of Preferred Stock of the Company dated November 9, 2007.

4.7		Statement of Resolution Regarding Series of Preferred Stock of the Company, filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 21, 2008, and incorporated herein by reference.

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.

*filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHASE PACKAGING CORPORATION


Date: May 16, 2011	/s/ Allen T. McInnes
	Allen T. McInnes
	Chairman of the Board, President, and Treasurer
	(Principal Executive Officer)


Date: May 16, 2011	/s/ Ann C. W. Green
	Ann C. W. Green
	Chief Financial Officer and Assistant Secretary
	(Principal Financial and Accounting Officer)

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WHLT 10-Q Quarter ended March 31, 2011