Company Quick10K Filing
Chase Packaging
Price-0.00 EPS-0
Shares61 P/E0
MCap-0 P/FCF0
Net Debt-1 EBIT-1
TEV-1 TEV/EBIT1
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-03-31 Filed 2020-05-08
10-K 2019-12-31 Filed 2020-03-27
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-13
10-Q 2019-03-31 Filed 2019-05-02
10-K 2018-12-31 Filed 2019-03-26
10-Q 2018-09-30 Filed 2018-10-26
10-Q 2018-06-30 Filed 2018-08-03
10-Q 2018-03-31 Filed 2018-05-01
10-K 2017-12-31 Filed 2018-03-13
10-Q 2017-09-30 Filed 2017-11-09
10-Q 2017-06-30 Filed 2017-08-04
10-Q 2017-03-31 Filed 2017-05-15
10-K 2016-12-31 Filed 2017-02-28
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-01
10-Q 2016-03-31 Filed 2016-05-12
10-K 2015-12-31 Filed 2016-03-28
10-Q 2015-09-30 Filed 2015-10-22
10-Q 2015-06-30 Filed 2015-08-05
10-Q 2015-03-31 Filed 2015-05-13
10-K 2014-12-31 Filed 2015-03-17
10-Q 2014-09-30 Filed 2014-11-13
10-Q 2014-06-30 Filed 2014-08-14
10-Q 2014-03-31 Filed 2014-08-01
10-K 2013-12-31 Filed 2014-07-25
10-Q 2013-09-30 Filed 2014-06-20
10-Q 2013-03-31 Filed 2014-06-13
10-Q 2013-03-31 Filed 2014-06-13
10-K 2012-12-31 Filed 2014-04-29
10-Q 2012-06-30 Filed 2013-10-11
10-Q 2012-06-30 Filed 2013-10-11
10-Q 2012-03-31 Filed 2013-10-11
10-K 2011-12-31 Filed 2013-06-12
10-Q 2011-09-30 Filed 2011-11-14
10-Q 2011-06-30 Filed 2011-08-02
10-Q 2011-03-31 Filed 2011-05-16
10-K 2010-12-31 Filed 2011-03-31
10-Q 2010-09-30 Filed 2010-11-12
10-Q 2010-06-30 Filed 2010-08-12
10-Q 2010-03-31 Filed 2010-05-12
10-K 2009-12-31 Filed 2010-03-30
8-K 2019-12-06
8-K 2019-07-09
8-K 2019-07-02
8-K 2019-04-02
8-K 2018-12-31

CPKA 10Q Quarterly Report

Part I. Financial Information
Item 1. Financial Statements.
Note 1 - Basis of Presentation:
Note 2 - New Accounting Pronouncements:
Note 3 - Summary of Significant Accounting Policies:
Note 4 - Basic and Diluted Net Loss per Common Share:
Note 5 - Warrants and Preferred Stocks:
Note 6 - Fair Value Measurements:
Note 7 - Commitments and Contingencies:
Note 8 - Subsequent Events:
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II. Other Information
Item 1. Legal Proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 cpka_ex311.htm
EX-32.1 cpka_ex321.htm

Chase Packaging Earnings 2020-03-31

Balance SheetIncome StatementCash Flow
1.41.10.80.60.30.02012201420172020
Assets, Equity
0.1-0.0-0.2-0.3-0.5-0.62012201420172020
Rev, G Profit, Net Income
0.0-0.0-0.0-0.1-0.1-0.12012201420172020
Ops, Inv, Fin

10-Q 1 cpka_10q.htm FORM 10-Q cpka_10q.htm

 

 

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 March 31, 2020

 

OR

 

¨

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)

 

Delaware

 

93-1216127

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

PO Box 126, Rumson NJ 07760

(Address of principal executive offices) (Zip Code)

 

 (732) 741-1500

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

 

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

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

x

 

Emerging growth company

¨

 

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. ¨

 

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

 

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 4, 2020

Common Stock, par value $.00001 per share

 

61,882,172 shares

 

 

 

 

 

Table of Contents

 

- INDEX –

 

 

Page(s)

 

PART I – Financial Information:

 

ITEM 1.

Financial Statements:

 

3

 

Condensed Balance Sheets (Unaudited) – March 31, 2020 and December 31, 2019

 

3

 

Condensed Statements of Operations (Unaudited) – Three Months Ended March 31, 2020 and 2019

 

4

 

Condensed Statement of Changes in Stockholders’ Equity for the  Three Months Ended March 31, 2020 and 2019 (Unaudited)

 

5

 

Condensed Statements of Cash Flows (Unaudited) – Three Months Ended March 31, 2020 and 2019

 

6

 

Notes to Interim Condensed Financial Statements (Unaudited)

 

7

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

13

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

15

 

ITEM 4.

Controls and Procedures

 

16

 

PART II – Other Information:

 

ITEM 1.

Legal Proceedings.

 

17

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

17

 

ITEM 3.

Defaults upon Senior Securities.

 

17

 

ITEM 4.

Mine Safety Disclosures.

 

17

 

ITEM 5.

Other Information.

 

17

 

ITEM 6.

Exhibits.

 

17

 

SIGNATURES

 

18

 

EXHIBITS

 

 
2

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 647,125

 

 

$ 679,147

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 647,125

 

 

$ 679,147

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 3,774

 

 

$ 9,919

 

TOTAL CURRENT LIABILITIES

 

 

3,774

 

 

 

9,919

 

 

 

 

 

 

 

 

 

 

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; no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.00001 par value 200,000,000 shares authorized; 61,479,759 shares issued and 60,982,172 outstanding as of March 31, 2020 and December 31, 2019

 

 

615

 

 

 

615

 

Treasury stock, $0.00001 par value 497,587 shares as of March 31, 2020 and December 31, 2019

 

 

(49,759 )

 

 

(49,759 )

Additional paid-in capital

 

 

6,953,031

 

 

 

6,953,031

 

Accumulated deficit

 

 

(6,260,536 )

 

 

(6,234,659 )

TOTAL STOCKHOLDERS’ EQUITY

 

 

643,351

 

 

 

669,228

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$ 647,125

 

 

$ 679,147

 

 

See notes to interim condensed unaudited financial statements. 

 

 
3

Table of Contents

 

 CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For The

Three Months

Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

NET SALES

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

General and administrative expense

 

 

26,834

 

 

 

25,106

 

LOSS FROM OPERATIONS

 

 

(26,834 )

 

 

(25,106 )

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Interest income

 

 

957

 

 

 

2,130

 

TOTAL OTHER INCOME (EXPENSE)

 

 

957

 

 

 

2,130

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(25,877 )

 

 

(22,976 )

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (25,877 )

 

$ (22,976 )

 

 

 

 

 

 

 

 

 

LOSS PER COMMON SHARE – BASIC AND DILUTED

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED

 

 

60,982,172

 

 

 

58,582,172

 

 

See notes to interim condensed unaudited financial statements. 

 

 
4

Table of Contents

 

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

 

 

 

Preferred

 

 

Common

 

 

Additional Paid-in

 

 

Accumulated

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Shares

 

 

Amount

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

 

 

-

 

 

$ -

 

 

 

59,079,759

 

 

$ 591

 

 

$ 6,293,761

 

 

$ (5,491,991 )

 

 

(497,587 )

 

$ (49,759 )

 

$ 752,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,976 )

 

 

-

 

 

 

-

 

 

 

(22,976 )

Balance at March 31, 2019

 

 

-

 

 

$ -

 

 

 

59,079,759

 

 

$ 591

 

 

$ 6,293,761

 

 

$ (5,514,967 )

 

 

(497,587 )

 

$ (49,759 )

 

$ 729,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

-

 

 

$ -

 

 

 

61,479,759

 

 

$ 615

 

 

$ 6,953,031

 

 

$ (6,234,659 )

 

 

(497,587 )

 

$ (49,759 )

 

$ 669,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,877 )

 

 

-

 

 

 

-

 

 

 

(25,877 )

Balance at March 31, 2020

 

 

-

 

 

$ -

 

 

 

61,479,759

 

 

$ 615

 

 

$ 6,953,031

 

 

$ (6,260,536 )

 

 

(497,587 )

 

$ (49,759 )

 

$ 643,351

 

 

See notes to interim condensed unaudited financial statements.

 

 
5

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For The Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$ (25,877 )

 

 

(22,976 )

Adjustment to reconcile to net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(6,145 )

 

 

8,198

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(32,022 )

 

 

(14,778 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

(32,022 )

 

 

(14,778 )

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

679,147

 

 

 

755,871

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$ 647,125

 

 

 

741,093

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Income taxes

 

$ -

 

 

$ -

 

 

See notes to interim condensed unaudited financial statements.

 

 
6

Table of Contents

 

CHASE PACKAGING CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION:

 

Chase Packaging Corporation (“the Company”), a Delaware 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 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, 2019, 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, 2020, results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019, as applicable, have been made. The results of operations for the three months ended March 31, 2020 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, 2019, 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:

 

Recently Adopted Accounting Pronouncements

 

Leases — In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 amends existing lease accounting guidance and requires recognition of most lease arrangements on the balance sheet. The adoption of this standard will result in the Company recognizing a right-of-use asset representing its rights to use the underlying asset for the lease term with an offsetting lease liability. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

Compensation Stock Compensation — In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

 
7

Table of Contents

 

Recent Accounting Pronouncements – To Be Adopted

 

Intangibles, Goodwill and Other — In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment” (“ASU No. 2017-04”). To simplify the subsequent measurement of goodwill, ASU No. 2017-04 eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, ASU No. 2017-04 requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU No. 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for fiscal years beginning after December 15, 2019. The Company will adopt ASU No. 2017-04 commencing in the first quarter of fiscal 2021. The Company does not believe this standard will have a material impact on its financial statements or the related footnote disclosures.

 

ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value Measurement — This ASU modifies the disclosure requirements on fair value measurements in Topic 820, including the removal, modification to, and addition of certain disclosure requirements. This ASU will be effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The majority of the disclosure changes are to be applied on a prospective basis. Although this ASU has a significant impact to the Company’s fair value disclosures, no additional impact is expected to the Company’s condensed financial statements.

 

The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its 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.

 

 
8

Table of Contents

 

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 March 31, 2020, and December 31, 2019, the Company had cash in insured accounts in the amount of $147,125 and $179,147, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $500,000 and $500,000 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. At March 31, 2020, and December 31, 2019, 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.

 

Accounting for Stock Based Compensation

 

The stock-based compensation expense incurred by the Company for employees and directors in connection with its stock option plan is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.

 

The Company followed the accounting guidance in ASC 505-50-30-11, until January 1, 2019 which provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

 

 

i.

The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and

 

ii.

The date at which the counterparty’s performance is complete.

 

Upon the adoption of ASU 2018-07, the Company measured the fair value of equity instruments for nonemployee based payment awards on the grant date.

 

 
9

Table of Contents

 

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 6,909,000 and 6,909,000 common stock equivalents (warrants and stock options - Note 5) from the calculation of diluted loss per share for the three months ended March 31, 2020 and 2019 respectively, which, if included, would have an antidilutive effect.

 

NOTE 5 - WARRANTS AND PREFERRED STOCKS:

 

Warrants

 

2019 Extension of Warrant Terms

 

On July 9, 2019, 6,909,000 common share purchase warrants issued by the Company were modified to extend their maturity date to September 7, 2021. The exercise price and all other terms of the original warrant agreement remain the same. The warrants modification expense of $567,194 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

 

 

1.58 %

Average expected life-years

 

 

2

 

Expected volatility

 

 

172.88 %

Expected dividends

 

 

0 %

 

 

 

Number of

Warrants

 

 

Weighted

Average

Exercise

Price

 

 

Weighted Average

Remaining Contractual

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

6,909,000

 

 

$ 0.15

 

 

 

1.69

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Extended

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding at March 31, 2020

 

 

6,909,000

 

 

$ 0.15

 

 

 

1.44

 

Exercisable at March  31, 2020

 

 

6,909,000

 

 

$ 0.15

 

 

 

1.44

 

 

As of March 31, 2020 and December 31, 2019, the average remaining contractual life of the outstanding warrants was 1.44 years and 1.68 year, respectively. The warrants will expire on September 7, 2021.

 

Series A 10% Convertible Preferred Stock

 

The Company has authorized 4,000,000 shares of Series A 10% Convertible Preferred Stock.  As of December 31, 2019, there was no preferred stock outstanding.

 

 
10

Table of Contents

 

NOTE 6 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 three months ended March 31, 2020 and the year ended December 31, 2019.

 

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 year ended December 31, 2019 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

 

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

 

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

 

The following tables provide information on those assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, respectively:

 

 

 

Carrying

Amount In

Balance Sheet

March 31,

 

 

Fair Value

March 31,

 

 

Fair Value

Measurement Using

 

 

 

2020

 

 

2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$ 500,000

 

 

$ 500,000

 

 

$ 500,000

 

 

 

 

 

 

 

Money market funds

 

 

147,125

 

 

 

147,125

 

 

 

147,125

 

 

 

 

 

 

 

Total Assets

 

$ 647,125

 

 

$ 647,125

 

 

$ 647,125

 

 

$

 

 

$

 

 

 
11

Table of Contents

 

 

 

Carrying

Amount In

Balance Sheet December 31,

 

 

Fair Value

December 31,

 

 

Fair Value

Measurement Using

 

 

 

2019

 

 

2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$ 500,000

 

 

$ 500,000

 

 

$ 500,000

 

 

 

 

 

 

 

Money market funds

 

 

179,147

 

 

 

179,147

 

 

 

179,147

 

 

 

 

 

 

 

Total Assets

 

$ 679,147

 

 

$ 679,147

 

 

$ 679,147

 

 

$

 

 

$

 

 

NOTE 7 - 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 cash compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development. 

 

NOTE 8 – SUBSEQUENT EVENTS:

 

On April 20, 2020, the Board of Directors authorized the issuance of 100,000 shares of restricted common stock each to 7 directors and to the CFO/Assistant. Secretary, valued at approximately $10,000 each based on the closing bid price as quoted on the OTC on April 17, 2020 of $0.10 per share reflecting the last trade on April 8, 2020.  On April 23, 2020, the Board of Directors authorized a consulting fee to be paid to William R. Cast in the form of 100,000 shares of restricted common stock valued at approximately $10,000 based on the closing bid price as quoted on the OTC on April 22, 2020 of $0.10 per share reflecting the last trade on April 8, 2020. 

 

The Company has evaluated subsequent events through the date these financial statements were issued and noted no additional events requiring disclosure.

 

 
12

Table of Contents

 

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 March 31, 2020 and 2019

 

Revenue

 

The Company had no operations and no revenue for the three months ended March 31, 2020 and 2019, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.

 

Operating Expenses

 

The following table presents our total operating expenses for the three months ended March 31, 2020 and 2019.

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Audit and accounting fees

 

 

16,644

 

 

 

16,664

 

Payroll

 

 

5,173

 

 

 

5,163

 

Other general and administrative expense

 

 

5,017

 

 

 

3,279

 

 

 

$ 26,834

 

 

$ 25,106

 

 

Operating expenses consist mostly of audit and accounting fees and payroll. 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 increase in operating expenses in 2020 was mainly due to the increase in legal and transfer agent fees.

 

 
13

Table of Contents

 

Loss from Operation

 

The Company incurred loss from operation of $26,834 and $25,106 for the three months ended March 31, 2020 and 2019, respectively.

 

Other Income (Expense)

 

The following table presents our total Other Income (Expense) for the three months ended March 31, 2020 and 2019.

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Interest and other income

 

$ 957

 

 

$ 2,130

 

Other Income (Expense), net

 

$ 957

 

 

$ 2,130

 

 

Income (Expense) decreased by $1,173 for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. The decrease in other income (expense) was related to the decrease in interest and other income for the three months ended March 31, 2020

 

Net Loss

 

The Company had a net loss of $25,877 for the three months ended March 31, 2020, compared with a net loss of $22,976 for the three months ended March 31, 2019. Increase in net loss was due primarily to the increase of general and administrative expense.

 

Loss per share for the three months ended March 31, 2020 and 2019 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

 

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

 

Liquidity and Capital Resources

 

At March 31, 2020, the Company had cash and cash equivalents of approximately $647,000 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 years presented in this Report.

 

 
14

Table of Contents

 

Cash Flow 

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Net cash used in operating activities

 

$ (32,022 )

 

$ (14,778 )

Net cash provided by investing activities

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

Net cash outflow

 

$ (32,022 )

 

$ (14,778 )

 

Net cash of $(32,022) and $(14,778) were used in operations during the three months period ended March 31, 2020 and 2019, respectively.

 

The use of cash of $(32,022) used in operating activities for the three months ended March 31, 2020, principally resulted from our net loss of $25,877, as adjusted for changes in our working capital accounts of $6,145.

 

The use of cash of $(14,778) used in operating activities for the three months ended March 31, 2019, principally resulted from our net loss of $22,976, as adjusted for changes in our working capital accounts of $(8,198).

 

No cash flows were used in or provided by investing activities during the three months ended March 31, 2020 and 2019.

 

No cash proceeds were used in or provided by financing activities during the three months ended March 31, 2020 and 2019.

 

New Accounting Pronouncements

 

Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Note 2: New Accounting Policies Pronouncements.

 

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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

 
15

Table of Contents

 

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-15I 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 March 31, 2020, our disclosure controls and procedures were effective.

 

Changes in Internal Controls over Financial Reporting.

 

We regularly review our system of internal control over financial reporting.

 

During the quarter ended March 31, 2020, 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.

 

 
16

Table of Contents

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

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

 

On April 20, 2020, the Board of Directors authorized the issuance of 100,000 shares of restricted common stock each to 7 directors and to the CFO/Assistant Secretary, valued at approximately $10,000 each based on the closing bid price as quoted on the OTC on April 17, 2020 of $0.10 per share reflecting the last trade on April 8, 2020.  On April 23, 2020, the Board of Directors authorized a consulting fee to be paid to William R. Cast in the form of 100,000 shares of restricted common stock valued at approximately $10,000 based on the closing bid price as quoted on the OTC on April 22, 2020 of $0.10 per share reflecting the last trade on April 8, 2020.   There were no proceeds to the Company and no disclosure for any use of proceeds.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

_____________

* Filed herewith

 

 
17

Table of Contents

 

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 8, 2020

By:

/s/ Ann C. W. Green

 

Ann C. W. Green

 

Chief Financial Officer and Assistant Secretary

 

(Principal Executive, Financial and Accounting Officer)

 

 
18