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Chase Packaging Corp. – ‘10-Q’ for 6/30/22

On:  Monday, 8/1/22, at 11:25am ET   ·   For:  6/30/22   ·   Accession #:  1477932-22-5519   ·   File #:  0-21609

Previous ‘10-Q’:  ‘10-Q’ on 5/13/22 for 3/31/22   ·   Next:  ‘10-Q’ on 11/2/22 for 9/30/22   ·   Latest:  ‘10-Q’ on 11/14/23 for 9/30/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/01/22  Chase Packaging Corp.             10-Q        6/30/22   40:1.8M                                   Discount Edgar/FA

Document/Exhibit                   Description                      Pages   Size 

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 10-Q

For the quarterly period ended  i June 30, 2022

OR

For the transition period from _________ to _________

Commission File Number:  i 0-21609

 i PO Box 126,  i Rumson  i NJ  i 07760

(Address of principal executive offices) (Zip Code)

( i 732)  i 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.  i Yes ☒ 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).  i Yes ☒ 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.

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  i ☒ No ☐

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

Table of Contents

- INDEX -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

See notes to interim condensed unaudited financial statements.

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See notes to interim condensed unaudited financial statements.

CHASE PACKAGING CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

See notes to interim condensed unaudited financial statements.

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See notes to interim condensed unaudited financial statements.

CHASE PACKAGING CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022 AND DECEMBER 31, 2021

(Unaudited)

Cash and Cash Equivalents

Income Taxes

Accounting for Stock Based Compensation

Treasury Stock

Recent Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance. This ASU requires disclosures that are expected to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. This ASU is effective for annual periods beginning after December 15, 2021. The adoption of this standard did not materially impact the Company’s condensed financial statements in 2022.

Recent Accounting Pronouncements - To Be Adopted

As of June 30, 2022 and December 31, 2021, the average remaining contractual life of the outstanding warrants was  i 0.68 years and  i 1.18 year, respectively. The warrants will expire on March 7, 2023.

Series A 10% Convertible Preferred Stock

The Company has authorized  i 4,000,000 shares of Preferred Stock, of which  i 50,000 shares have been designated as Series A 10% Convertible Preferred Stock. As of June 30, 2022 and December 31, 2021, there was no preferred stock issued or outstanding.

There were no transfers in or out of any level during the six months ended June 30, 2022 or 2021.

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 six months ended June 30, 2022 or 2021 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

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

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

The following tables provide information on those assets measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, respectively:

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

Forward-Looking Statements

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

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

Results of Operations

For the three months ended June 30, 2022 and 2021

Revenue

The Company had no operations and no revenue for the three months ended June 30, 2022 and 2021, 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 June 30, 2022 and 2021.

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.

Loss from Operations

The Company incurred a loss from operations of $9,761 and $16,428 for the three months ended June 30, 2022 and 2021, respectively.

Other Income

The following table presents our total Other Income for the three months ended June 30, 2022 and 2021.

Other income increased by $218 for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. The increase in other income was related to the increase in interest and other income for the three months ended June 30, 2022.

Net Loss

The Company had a net loss of $9,511 for the three months ended June 30, 2022, compared with a net loss of $16,396 for the three months ended June 30, 2021. Decrease in net loss was due primarily to the decrease in professional fee.

Loss per share for the three months ended June 30, 2022 and 2021 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

For the six months ended June 30, 2022 and 2021

Revenue

The Company had no operations and no revenue for the six months ended June 30, 2022 and 2021, 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 six months ended June 30, 2022 and 2021.

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.

Loss from Operations

The Company incurred a loss from operations of $31,862 and $40,792 for the six months ended June 30, 2022 and 2021, respectively.

Other Income

The following table presents our total Other Income for the six months ended June 30, 2022 and 2021.

Other income increased by $224 for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. The increase in other income was related to the increase in interest and other income for the six months ended June 30, 2022.

Net Loss

The Company had a net loss of $31,584 or the six months ended June 30, 2022, compared with a net loss of $40,738 for the six months ended June 30, 2021. Decrease in net loss was due primarily to the decrease in professional fee.

Loss per share for the six months ended June 30, 2022 and 2021 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 and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

At June 30, 2022, the Company had cash and cash equivalents of approximately $465,934 consisting 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 the periods presented in this Report.

Cash Flow

Net cash of $(31,201) and $(42,384) were used in operations during the six months period ended June 30, 2022 and 2021, respectively.

The use of cash of $(31,201) used in operating activities for the six months ended June 30, 2022, principally resulted from our net loss of $(31,584), as adjusted for changes in our working capital accounts of $383.

The use of cash of $(42,384) used in operating activities for the six months ended June 30, 2021, principally resulted from our net loss of $(40,738), as adjusted for changes in our working capital accounts of $(1,646).

No cash flows were used in or provided by investing activities during the six months ended June 30, 2022 and 2021.

No cash flows were used in or provided by financing activities during the six months ended June 30, 2022 and 2021.

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.

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 June 30, 2022, 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 June 30, 2022, 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.

_____________

* Filed herewith

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		3/7/23
		12/31/22
Filed on:		8/1/22
		7/26/22
		7/25/22
For Period end:		6/30/22
		3/31/22		10-Q
		12/31/21		10-K
		12/15/21
		9/7/21		8-K
		6/30/21		10-Q
		3/31/21		10-Q
		12/31/20		10-K
		12/15/20
				List all Filings

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Filing Submission 0001477932-22-005519   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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