SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005       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, NJ                                              07704
(Address of principal executive offices)                 (Zip Code)

         Registrant's telephone number, including area code: 732-741-1500
         Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10
par value (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |_|

Issuers revenues for the most recent fiscal year - $  -0-
The aggregate market value of voting stock held by non-affiliates of the
registrant as of December 31, 2005 was $ N/A

Indicate by check mark whether the registrant has filed all documents and
reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes |X|  N |_|

As of December 31, 2005, the registrant had outstanding 8,627,275 shares of
Common Stock ($.10 par value)

<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

Chase Packaging Corporation ("Chase" or the "Company"), is a Texas corporation
which was engaged in the specialty packaging business, primarily as a supplier
of packaging products to the agricultural industry. During 1997, the Company
commenced an orderly liquidation of its assets as described below.

History

Chase Packaging Corporation (the "Company") was established in July of 1993 as a
wholly owned subsidiary of TGC Industries, Inc. ("TGC") of Plano, Texas. On July
30, 1993, the Company purchased certain assets of Union Camp Corporation's Chase
Packaging division ("Chase Bag"), for a purchase price of approximately $6.14
million. The assets purchased included substantially all of the business of
weaving and constructing Saxolin (R) paper mesh and polypropylene plastic mesh
bagging material for agricultural and industrial applications and substantially
all of the properties related to Chase Bag. The properties acquired by Chase
consisted of Union Camp's plant facilities located in Portland, Oregon, and
Idaho Falls, Idaho, and all machinery, equipment, and inventories connected with
these facilities.

The Company had experienced losses for the past years, and the Company's secured
lender decided not to renew the Company's operating line of credit. The
Company's Board of Directors therefore determined that it was in the best
interest of the Company and all of its creditors to liquidate in an orderly
fashion.

Effective July 21, 1997, the Company sold its operations at Idaho Falls, Idaho,
to Lockwood Packing Corporation ("Lockwood"), as a going concern. The assets
sold included substantially all of the Company's equipment, furniture, fixtures,
and other assets located in the Idaho Falls, Idaho facility for a total of
$75,000. In addition, the Company sold inventory from the Idaho Falls operation
to Lockwood for $255,000. The proceeds from these sales were used to pay down
the Company's loan balance with its bank.

On July 25, 1997, the Company notified its creditors by mail that the Company
would begin an orderly liquidation of all of its remaining assets outside of a
formal bankruptcy or receivership proceeding in a manner which is intended to
maximize the asset values. The Company retained the firm of Edward Hostmann,
Inc. to assist the Company in such liquidation.

The Board of Directors is currently devoting its efforts to establishing a new
business and accordingly, the Company is being treated as a development stage
company, in accordance with Statement of Financial Accounting Standards No. 7,
effective January 1, 1999.

ITEM 2.  DESCRIPTION OF PROPERTY.

None.

ITEM 3.  LEGAL PROCEEDINGS.

None.


                                       2
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted by the Company during the fourth quarter of the fiscal
year ended December 31, 2005 to a vote of the Company's security holders,
through the solicitation of proxies or otherwise.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock was eligible to commence trading under the symbol
"CPKA" on March 10, 1997 and the first trade occurred on March 10, 1997, at $.04
per share. The number of shareholders of record as of December 31, 2005 was not
known. As a result of the events detailed above, the Company's securities trade
on an extremely limited basis.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

The Company has experienced cash losses for the past years in spite of numerous
infusions of working capital and an aggressive program of inventory and expense
reduction. During 1997, the Board of Directors determined that an orderly
liquidation was in the best interest of the Company and all of its creditors and
retained the firm of Edward Hostmann, Inc. to assist the Company in such
liquidation. Accordingly, the Company ceased all operations with the close of
business on June 30, 1997.

As part of the liquidation process, effective July 21, 1997, the Company sold
most of its assets in Idaho Falls, Idaho (excluding real estate) to Lockwood
Packaging Corporation for $330,000. The Company also sold the Idaho Falls real
estate (land and building). During July and August of 1997 Chase sold most of
its inventory in Portland to other packaging companies. The Company also sold
its band label extruder for $125,000 with remaining inventory and machinery and
equipment sold at an August 14 auction for gross proceeds of approximately
$340,000. As of December 31, 1997, the Company had completed the liquidation of
all of its assets.

Effective January 1, 1999, the Board of Directors has been devoting its efforts
to establishing a new business and accordingly, the Company is being treated as
a development stage company, in accordance with Statement of Financial
Accounting Standards No. 7, as of that date. The Company continues to pay for
minor administrative expenses and is generating interest income on its remaining
cash balance.

During 2001, the Company sold common shares in a private placement and together
with the exercise of common stock purchase warrants, realized net proceeds of
$5,500. During 2002, the Company received common stock subscriptions aggregating
$8,000. In 2004 and 2005, the Company received aggregate net proceeds of $32,000
from the issuance of 5% convertible notes. As in the past the Company believes
that it will be able to satisfy its ongoing minimal expenses from loans from its
officers/shareholders.


                                       3
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

                           CHASE PACKAGING CORPORATION
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                        - INDEX TO FINANCIAL STATEMENTS -

                                                                      Page(s)
                                                                      -------
Report of Independent Registered Public Accounting Firm                 F-2

Financial Statements:

   Balance sheets                                                       F-3

   Statements of Operations                                             F-4

   Statements of Shareholders' Deficit                                  F-5

   Statements of Cash Flows                                             F-6

Notes to Financial Statements.                                        F-7 - F-9


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders
Chase Packaging Corporation

We have audited the accompanying balance sheets of Chase Packaging Corporation
(A Development Stage Company) as of December 31, 2005 and 2004 and the related
statements of operations, shareholders' deficit and cash flows for the years
then ended and for the development stage period (from January 1, 1999 to
December 31, 2005). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chase Packaging Corporation as
of December 31, 2005 and 2004, and the results of its operations and its cash
flows for the years then ended and for the development stage period ended
December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1, the Company's
recurring losses from operations and its dependency on future financing raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning theses matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.


                                               ------------------------
                                               LAZAR LEVINE & FELIX LLP

New York, New York
March 27, 2006


                                      F-2
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                              2005              2004
                                                                        ---------------   ---------------
                                   - ASSETS -
<S>                                                                     <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                            $         1,186   $           734
                                                                        ---------------   ---------------

TOTAL ASSETS                                                            $         1,186   $           734
                                                                        ===============   ===============

                   - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
   Accrued expenses                                                     $         9,484   $        11,905
                                                                        ---------------   ---------------

TOTAL CURRENT LIABILITIES                                                         9,484            11,905
                                                                        ---------------   ---------------

CONVERTIBLE NOTES PAYABLE                                                        32,000            12,500
                                                                        ---------------   ---------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIT):
Preferred stock $1.00 par value; 4,000,000 shares authorized                         --                --
Common stock $.10 par value,  25,000,000  shares  authorized,
   8,627,275 shares issued and outstanding                                      862,728           862,728
Additional paid-in capital                                                    2,757,275         2,757,275
Common stock subscribed                                                           8,000             8,000
Accumulated deficit                                                          (3,626,121)       (3,626,121)
Deficit accumulated during the development stage                                (42,180)          (25,553)
                                                                        ---------------   ---------------
                                                                                (40,298)          (23,671)
                                                                        ---------------   ---------------

                                                                        $         1,186   $           734
                                                                        ===============   ===============
</TABLE>


                       See notes to financial statements.

                                       F-3
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               Cumulative
                                                               During the                    For the Year Ended
                                                            Development Stage                   December 31,
                                                           (January 1, 1999 to         ------------------------------
                                                            December 31, 2005            2005                  2004
                                                            -----------------          --------              --------
<S>                                                              <C>                   <C>                   <C>
NET SALES                                                        $     --              $     --              $     --
                                                                 --------              --------              --------
COSTS AND EXPENSES:
    General and administrative expense                             48,503                14,800                 5,850
    Reversal of over-accrued expenses                              (7,077)                   --                (7,077)
    Interest expense                                                1,876                 1,876                    --
    Interest income                                                (1,122)                  (49)                  (10)
                                                                 --------              --------              --------
                                                                   42,180                16,627                (1,237)
                                                                 --------              --------              --------
LOSS BEFORE INCOME TAXES                                          (42,180)              (16,627)                1,237

      Provision for income taxes                                       --                    --                    --
                                                                 --------              --------              --------
NET LOSS                                                         $(42,180)             $(16,627)             $  1,237
                                                                 ========              ========              ========
LOSS PER SHARE                                                                         $     --              $     --
                                                                                       ========              ========
</TABLE>


                       See notes to financial statements.

                                      F-4
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                       STATEMENT OF SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                            Additional                                     During the
                                       Common Stock           Paid-in      Common Stock   Accumulated     Development
                                    Shares       Amount       Capital       Subscribed      Deficit          Stage         Total
                                 -----------   -----------   -----------    -----------   -----------    -----------    -----------
<S>                                <C>         <C>           <C>            <C>           <C>            <C>            <C>
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)

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)
                                 ===========   ===========   ===========    ===========   ===========    ===========    ===========
</TABLE>


                       See notes to financial statements.

                                      F-5
<PAGE>

                           CHASE PACKAGING CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Cumulative
                                                                          During the              For The Year Ended
                                                                      Development Stage              December 31,
                                                                     (January 1, 1999 to      -------------------------
                                                                      December 31, 2005)        2005              2004
                                                                      ------------------      --------           ------
<S>                                                                         <C>               <C>               <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                       $(42,180)         $(16,627)         $  1,237

    Change in assets and liabilities:
        Accrued expenses                                                     (13,795)           (2,421)          (14,077)
                                                                            --------          --------          --------
     Net cash (used in) operating activities                                 (55,975)          (19,048)          (12,840)
                                                                            --------          --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES                                              --                --                --
                                                                            --------          --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from convertible debt                                            32,000            19,500            12,500
    Proceeds from private placement/exercise of stock warrants                 5,500                --                --
    Capital contribution                                                       8,000                --                --
                                                                            --------          --------          --------
     Net cash provided by financing activities                                45,500            19,500            12,500
                                                                            --------          --------          --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                         (10,475)              452              (340)

     Cash and cash equivalents, at beginning of period                        11,661               734             1,074
                                                                            --------          --------          --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $  1,186          $  1,186          $    734
                                                                            ========          ========          ========
</TABLE>


                       See notes to financial statements.

                                      F-6
<PAGE>

NOTE 1     -    DESCRIPTION OF COMPANY / BASIS OF PRESENTATION:

                Chase Packaging Corporation ("the Company"), a Texas
                Corporation, manufactured woven paper mesh for industrial
                applications, polypropylene mesh fabric bags for agricultural
                use and distributed agricultural packaging manufactured by other
                companies. The Company was a wholly-owned subsidiary of TGC
                Industries, Inc. (TGC) through July 31, 1996.

                The Company had experienced losses for past years, and the
                Company's secured lender decided not to renew the Company's
                operating line of credit. As a result, the Company's Board of
                Directors determined that it was in the best interest of the
                Company and all of its creditors to liquidate in an orderly
                fashion.

                On June 25, 1997, the Company announced to employees and
                creditors that it would begin an orderly liquidation of all its
                assets beginning at the close of business on June 30, 1997. On
                July 25, 1997, the Company notified its creditors by mail that
                it would commence with an orderly liquidation of all its
                remaining assets outside of a formal bankruptcy or receivership
                proceeding in a manner intended to maximize asset values.
                Liquidation of the Company's assets was completed as of December
                31, 1997.

                The Board of Directors has been devoting its efforts to
                establishing a new business and, accordingly, the Company is
                being treated as a development stage company, in accordance with
                Statement of Financial Accounting Standards No. 7, effective
                January 1, 1999.

                These financial statements have been presented on the basis that
                the Company is a going concern, which contemplates the
                realization of assets and the satisfaction of liabilities in the
                normal course of business. As discussed earlier, the Company is
                in the development stage, has no business operations of its own
                and has no sources of revenue. Further, as of December 31, 2005,
                the Company has negative working capital of $8,298, an
                accumulated deficit of $3, 668,301 ($42,180 realized during the
                development stage period from January 1, 1999 to December 31,
                2005) and a total shareholders' deficit of $40,298, all of which
                raise substantial doubt about the Company's ability to continue
                as a going concern.

                Managements' 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.

NOTE 2     -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                The Company's accounting policies are in accordance with
                accounting policies generally accepted in the United States of
                America. Outlined below are those policies which are considered
                particularly significant.

        (a)     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.


                                      F-7
<PAGE>

NOTE 2     -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

         (b)    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 bases. Deferred
                tax assets and liabilities are measured assuming enacted tax
                rates expected to apply to taxable income in the years in which
                those temporary differences are expected to be recovered or
                settled. The effect on deferred tax assets and liabilities of a
                change in tax rates is recognized in the results of operations
                in the period that includes the enactment date. A valuation
                allowance is recorded to reduce the carrying amounts of
                deferred tax assets unless it is more likely than not that such
                assets will be realized.

        (c)     Loss per Common Share:

                Loss per common share was calculated by dividing the net loss by
                the weighted average number of shares outstanding for each
                period presented.

        (d)     Recently Issued Accounting Pronouncements Affecting the Company:

                In December 2004, the FASB issued a revision of SFAS No. 123
                "Share-Based Payment" (No. 123R). The statement establishes
                standards for the accounting for transactions in which an entity
                exchanges its equity investments for goods and services. It also
                addresses transactions in which an entity incurs liabilities in
                exchange for goods or services that are based on the fair value
                of the entity's equity instruments or that may be settled by the
                issuance of those equity instruments. The statement does not
                change the accounting guidance for share-based payments with
                parties other than employees. The statement requires a public
                entity to measure the cost of employee service received in
                exchange for an award of equity instruments based on the
                grant-date fair value of the award (with limited exception).
                That cost will be recognized over the period during which an
                employee is required to provide service in exchange for the
                award (usually the vesting period). A public entity will
                initially measure the cost of employee services received in
                exchange for an award of a liability instrument based on its
                current fair value; the fair value of that award will be
                remeasured subsequently at each reporting date through the
                settlement date. Changes in fair value during the requisite
                service period will be recognized as compensation over that
                period. The grant-date fair value of employee share options and
                similar instruments will be estimated using option-pricing
                models adjusted for the unique characteristics of these
                instruments. The Company will be required to comply with this
                pronouncement for periods beginning after December 15, 2005. As
                the Company currently accounts for share-based payments using
                the intrinsic method as allowed by APB Opinion No.25, adoption
                of the fair value method under SFAS 123(R) will have an impact
                on its results of operations. However, the extent of the impact
                cannot be predetermined at this time because it will depend on
                levels of share-based payments granted in the future.

                In May 2005, the Financial Accounting Standards Board (FASB)
                issued Statement of Financial Accounting Standards SFAS No. 154,
                Accounting Changes and Error Corrections which replaces APB
                Opinion No. 20 Accounting Changes and SFAS No. 3, Reporting
                Accounting Changes in Interim Financial Statements--An Amendment
                of APB Opinion No. 28. SFAS No. 154 requires retrospective
                application to prior periods' financial statements of a
                voluntary change in accounting principle unless it is not
                practicable. SFAS No. 154 is effective for accounting changes
                and corrections of errors made in fiscal years beginning after
                December 15, 2005 and is required to be adopted by the Company
                in the first quarter of fiscal 2006.


                                       F-8
<PAGE>

NOTE 3     -    INCOME TAXES:

<TABLE>
<CAPTION>
                                                                                         2005             2004
                                                                                      -----------      -----------
                 <S>                                                                  <C>              <C>
                 Deferred tax assets and liabilities consist of the following:

                 Deferred tax assets:
                    Net operating loss carry forwards                                 $ 1,120,000      $ 1,120,000

                    Less valuation allowance                                           (1,120,000)      (1,120,000)
                                                                                      -----------      -----------
                                                                                      $        --      $        --
                                                                                      ===========      ===========
</TABLE>

                At December 31, 2005, the Company had approximately $3,300,000
                of net operating loss carry forwards ("NOL's") available which
                expires in years beginning in 2011. The benefits of these NOL's
                may be substantially reduced in the future if the Company is
                successful in establishing a new business.

NOTE 4     -    CONVERTIBLE DEBT:

                During the 2004 third quarter, the Company issued $12,500 of 5%
                Convertible Notes due 2006 and received proceeds of $12,500;
                during the first quarter of 2005, the Company issued $4,000 of
                5% Convertible Notes and received proceeds of $4,000; during the
                second quarter of 2005, the Company issued $8,000 of 5%
                Convertible Notes and received proceeds of $8,000; during the
                third quarter of 2005, the Company issued $5,000 of 5%
                Convertible Notes and received proceeds of $5,000; and during
                the fourth quarter of 2005, the Company issued $2,500 of 5%
                Convertible Notes and received proceeds of $2,500. The investors
                were directors and an officer of the Company. The Notes are
                convertible into common stock at $0.01 or par value (currently
                $0.10 per share) whichever is greater. The Company and the Note
                Holder(s) have the option to mutually extend the term of the
                Note(s) if the par value has not been reduced to $0.01. If the
                Notes are converted at par greater than $0.01, then the Note
                Holder(s) will, upon conversion, receive a Unit consisting of
                one share of common stock and a 10-year warrant exercisable at
                the then par value of the common stock. Interest will accrue and
                be paid at maturity and, if unpaid, added to principal at the
                time of conversion. The notes, which were originally due in
                2006, have been extended until 2007.

NOTE 5     -    SHAREHOLDERS' EQUITY:

                In July 2002, the Company received $8,000 as payment for 800,000
                shares of common stock. Such shares have not been issued as of
                the filing of this report.

                On July 10, 1996, the Company's Board of Directors and then sole
                shareholder approved and adopted the Company's 1996 Stock Option
                Plan. The 1996 Stock Option Plan will terminate on July 10,
                2006, or on such earlier date as the Board of Directors may
                determine. No stock options have been granted since January 1,
                1999 and any previously granted stock options have since
                expired, unexercised.


                                      F-9
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A.  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 officer, as of the end
of the period covered by this report, 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 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 Securities and Exchange Commission
("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.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Board of Directors of the Company consists of three persons who will serve
until the next annual meeting of shareholders of the Company. The following
table sets forth certain information concerning the individuals serving as
Directors of the Company:

<TABLE>
<CAPTION>
Name and Age                     Date Since Which      Business Experience and Other Directorships
                                 Continuously a
                                 Director of the
                                 Company
<S>                              <C>                   <C>

Allen T. McInnes, 68             1993                  Currently Dean of the Business School of Texas Tech  University;  Chairman
                                                       of the  Board of TGC  Industries,  Inc.  since  1993 and  Chief  Executive
                                                       Officer from August, 1993 to March 31, 1996;  Executive Vice President and
                                                       Director of Tenneco, Inc. 1960-1992;  Director of TETRA Technologies since
                                                       April 1, 1996

Herbert M. Gardner, 66           2001                  Executive  Vice  President  and Treasurer of  Barrett-Gardner  Associates,
                                                       Inc., an investment banking firm;  Director of Co-Active  Marketing Group,
                                                       Inc., a marketing  and sales  promotion  company;  Director of Nu Horizons
                                                       Electronics Corp., an electronic  component  distributor;  Chairman of the
                                                       Board  and  Director  of  Supreme  Industries,  Inc.,  a  manufacturer  of
                                                       specialized  truck bodies and shuttle buses,  since 1979;  Director of TGC
                                                       Industries,  a seismic  services  company;  Director of Rumson-Fair  Haven
                                                       Bank and Trust Company,  a New Jersey state  independent,  commercial bank
                                                       and trust company.

William J. Barrett, 66           2001                  President of  Barrett-Gardner  Associates,  Inc.,  an  investment  banking
                                                       firm; Director of Supreme Industries,  Inc., a specialized manufacturer of
                                                       truck  bodies and shuttle  buses;  Director  of TGC  Industries,  Inc.,  a
                                                       seismic services company;  Chairman of the Board of Rumson-Fair Haven Bank
                                                       and Trust Company,  a New Jersey state  independent,  commercial  bank and
                                                       trust company.
</TABLE>


                                       4
<PAGE>

Unaffiliated Directors of the Company are not paid fees, but will be reimbursed
for expenses in connection with meetings of the Board of Directors attended by
them.

Executive Officers

The following table sets forth certain information concerning the persons who
serve as executive officers of the Company, and will continue to serve in such
positions, as the discretion of the Board of Directors. For those persons who
are also Directors of the Company, additional information appears above.

Name                    Age      Position

Allen T. McInnes        68       Chairman, President

To the best of the Company's knowledge all directors, executive officers, and
beneficial owners have complied with the requirements of Section 16(a) of the
Exchange Act.

ITEM 10.   EXECUTIVE COMPENSATION.

No compensation has been paid by the Company to any officer during the past 3
years.

1996 Stock Option Plan

On July 10, 1996, the Company's Board of Directors and sole shareholder approved
and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan
will terminate on July 10, 2006, or on such earlier date as the Board of
Directors may determine.


                                       5
<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth the names of those persons known to Management to
be beneficial owners of more than five percent of the Company's $.10 par value
Common Stock as of June 1, 2003. The table also sets forth information with
respect to the Company's Common Stock which is beneficially owned by each
director and executive officer of the Company, and by all directors and officers
of the Company as a group, as of June 1, 2003 (including shares beneficially
owned by such persons, pursuant to the rules of beneficial ownership, as a
result of the ownership of certain warrants or options) according to data
furnished by the persons named. Persons having direct beneficial ownership of
the Company's Common Stock possess the sole voting and dispositive power in
regard to such stock.

<TABLE>
<CAPTION>
                                                                  Amount and Nature of       Approximate Percentage
        Name and address                         Title of Class   Beneficial Owner           of Class (1)

<S>                                              <C>              <C>                        <C>
        Allen T. McInnes                         Common           1,318,954                  16.22%

        Herbert M. Gardner                       Common           911,083 (2)                11.20%

        William J. Barrett                       Common           1,035,060 (3)              12.73%

        Special Situations Funds (4)
        153 E. 53rd Street, 51st Fl.
        New York, NY 10022                       Common           789,165                    9.70%

        All directors & officers as a group
        (3 persons)                              Common           3,265,097  (5)(6)          40.15%
</TABLE>

(1) The percentage calculations have been made in accordance with Rule 13d- 3(d)
(1) promulgated under the Securities Exchange Act of 1934.

(2) Excludes 78,590 shares of Common Stock owned by Herbert M. Gardner's wife.
Mr. Gardner has disclaimed beneficial ownership of these shares.

(3) Excludes 119,345 shares of Common Stock owned by William J. Barrett's wife.
Mr. Barrett has disclaimed beneficial ownership of these shares.

(4) MGP Advisors Limited Partnership ("MGP") is the general partner of Special
Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is
the sole general partner of MGP. Austin W. Marxe is the principal limited
partner of MGP and is the President and Chief Executive Officer of AWM.

(5) Excludes 800,000 shares of Common Stock issuable pursuant to $8,000 received
in July 2002.

(6) Excludes shares of Common Stock issuable pursuant to the conversion of
$32,000 of 5% Convertible Notes due 2007. (See Note 4 to Financial Statements
for terms of conversion.)

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

To the best of the Company's knowledge there have been no transactions with
management or other related parties to which the Company has been a party.


                                       6
<PAGE>

ITEM 13.   EXHIBITS

           Exhibits

           Exhibit 31.1 Certification of the Chief Executive Officer pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002.
           Exhibit 31.2 Certification of the Principal Financial and
               Accounting Officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.
           Exhibit 32.1 Certification of the Chief Executive Officer pursuant
               to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002.
           Exhibit 32.2 Certification of the Principal Financial Officer
               pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The aggregated fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of financial statements included in our
Forms 10-QSB were $12,000 and $10,100 for 2005 and 2004, respectively.

Audit Related Fees

         None

Tax Fees

         The aggregated fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the preparation
of our corporate tax returns were $1,500 for each of the 2005 and 2004 years.

All Other Fees

         None

Audit Committee Pre-Approval Policies

         The Board of Directors which functions as the audit committee makes
reasonable inquiry as to the independence of our principal auditors based upon
the considerations set forth in Rule 2-01 of Regulation S-X, including the
examination of representation letters furnished by the principal accountant. The
audit committee has not approved any services beyond those required for the
audit of our annual financial statements and review of financial statements
included in our Forms 10-KSB and the preparation of our annual tax return.


                                       7
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                           CHASE PACKAGING CORPORATION


Date: March 27, 2006

                                         /s/ Allen McInnes
                                         ---------------------------------------
                                         Allen McInnes
                                         President & Principal Executive Officer


                                         /s/ Ann W. Green
                                         ---------------------------------------
                                         Ann W. Green
                                         Assistant Secretary
                                         Principal Financial and Accounting
                                         Officer


                                       8