**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

| **x**      | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|------------|------------|----------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                               |
| ** ** | ** ** | **For the  fiscal year ended December 31, 2008**                                                    |
| ** ** | ** ** | ** **                                                                                               |
| **o**      | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**For thetransition period from                to                  .**

** **

**CommissionFile Number 0-21609**

 

**CHASEPACKAGING CORPORATION**

(Exact name ofregistrant as specified in its charter)

 

| **Texas**                                                       | ** ** | **93-1216127**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                            |       |                                  |
| **636  River Road, Fair Haven, NJ**                             | ** ** | **07704**                             |
| (Address of  principal executive offices)                       |       | (Zip Code)                            |

 

Registrant’s telephone number, including area code: (**732) 741.1500**

 

Securities registeredpursuant to Section 12(b) of the Act: **None**

 

Securities registeredpursuant to Section 12(g) of the Act: **Common Stock, par value $.10 per share**

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.

Yes o                     Nox

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

Yes o                     Nox

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (229.405) is not contained herein, and will not becontained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  x

 

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

 

| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer o |   | Smaller reporting company x |
|---------------------------|--------|---------------------|--------|-------------------------|--------|-----------------------------|

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).

Yes x                     Noo

 

The aggregate market value of the voting and non-voting common equityheld by non-affiliates computed by reference to the price at which the commonequity was last sold as of the last business day of the Registrant’s mostrecently completed second  fiscal quarterwas $1,446,168.

 

Number of shares of common stock outstanding as of March 19,2009:  15,536,275

 

**Documents incorporated byreference**

 

Listed below are documents, parts of which are incorporated herein byreference, and the part of this report into which the document is incorporated:

 

Proxy statement for the2009 annual meeting of shareholders — Part III

 

b

 

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**PART I**

 
| **ITEM  1.** | **BUSINESS.** |
|--------------|---------------|

 

**General**

 

Chase PackagingCorporation (“Chase,” the “Company,” “we,” or “us”) is a Texas corporationwhich, prior to 1998, was engaged in the specialty packaging business,primarily as a supplier of packaging products to the agriculturalindustry.  During 1997, the Companycommenced an orderly liquidation of its assets (described below) which was completedin 1997.  At present, management of theCompany is seeking to secure a suitable merger partner wishing to go public orto acquire private companies to create investment value for the Company.  For purposes of Rule 12b-2 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), the Companyis considered a shell company.

 

**History**

 

*Prior Business Operations*

 

The Company wasestablished in July of 1993 as a wholly-owned subsidiary of TGC Industries, Inc.(“TGC”). On July 30, 1993, the Company purchased certain assets of Union CampCorporation’s packaging division for a purchase price of approximately $6.14million.  The assets purchased includedsubstantially all of the business of weaving and constructing Saxolin® paper mesh and polypropylene plastic meshbagging material for agricultural and industrial applications and substantiallyall of the properties related to Union Camp’s packaging division. Theproperties acquired by Chase consisted of Union Camp’s plant facilities locatedin Portland, Oregon, and Idaho Falls, Idaho, and all machinery, equipment, andinventories connected with these facilities.

 

The Company experiencedlosses from 1994 through 1997, and in 1997 the Company’s secured lender decidednot to renew the Company’s operating line of credit.  The Company’s Board of Directors thereforedetermined that it was in the best interest of the Company and all of itscreditors to liquidate in an orderly fashion.

 

Effective July 21,1997, the Company sold its operations at Idaho Falls, Idaho, to LockwoodPacking Corporation (“Lockwood”) as a going concern.  The assets sold included substantially all ofthe Company’s equipment, furniture, fixtures, and other assets located in theIdaho Falls, Idaho, facility for a total of $75,000.  In addition, the Company sold inventory from theIdaho Falls operation to Lockwood for $255,000. The proceeds from these sales were used to reduce the Company’s loanbalance with its lender.

 

On July 25, 1997,the Company notified its creditors by mail that the Company would begin anorderly liquidation of all of its remaining assets, outside of a formalbankruptcy or receivership proceeding, in a manner intended to maximize theasset values. The Company retained the firm of Edward Hostmann, Inc. toassist the Company in such liquidation which was completed during 1997.

 

*Post-Liquidation Operations*

 

Since 1999, the Board of Directors has devoted itsefforts to establishing a new business or engaging in a merger or otherreorganization transaction and, accordingly, the Company is being treated as adevelopment stage company in accordance with Statement of Financial AccountingStandards No. 7, effective January 1, 1999.

 

The Company closeda private placement of 13,334 Units on September 7, 2007.  Each Unit was sold for  $150 and consisted of:  one share of Series A 10% Convertible Preferred Stock ($100 statedvalue) convertible into 1,000 shares of the Company’s common stock (the “commonstock”); 500 shares of common stock; and 500 five year warrants, each warrantexercisable for one share of common stock at $0.15 per share.  Gross proceeds from the offering were$2,000,100, expenses of the offering were approximately $39,000, and netproceeds were approximately $1,961,100.

 

2

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| **ITEM  1A.** | **RISK  FACTORS.** |
|---------------|--------------------|

 

***The expenses related to identifying a target business and to complete abusiness combination will increase our losses.***

 

Until presented with aspecific opportunity for a business combination, we will be unable to ascertainwith any degree of certainty the time and costs required to select and evaluatea target business and to structure and complete the businesscombination.  Any costs incurred in connection with theidentification and evaluation of a prospective target business with which abusiness combination is not ultimately completed will result in a loss to usand reduce the amount of capital otherwise available to complete a businesscombination and thereafter operate the acquired business.  We cannotprovide assurance that we will be successful in identifying a target businessand completing a business combination on terms favorable to its shareholders,if at all.

 

***The taxtreatment of a potential business combination is not clear.***

 

We will endeavor tostructure a business combination so as to achieve the most favorable taxtreatment to us and to the target business and the shareholders of bothcompanies.  We cannot provide assurance that the Internal Revenue Serviceor appropriate state tax authorities will agree with our tax treatment of thebusiness combination.

 

***We have limitedability to evaluate management’s target business.  We cannot anticipate what role, if any, ourmanagement will play in a combined business and whether our management has thenecessary experience to manage the combined business.  We do not know if we will be able to recruitmore management if necessary.***

 

Although we intend tocarefully scrutinize the management of a prospective target business beforeeffecting a business combination, we cannot assure you that our assessment of thetarget’s management will prove to be correct.  In addition, we cannotassure you that the target’s future management will have the necessary skills,qualifications, or abilities to manage a publiccompany.  Furthermore, the future role of our officers and directors,if any, in the target business cannot presently be stated with anycertainty.  While it is possible that one or more of our officers anddirectors will remain associated in some capacity following a businesscombination, it is uncertain whether all of them will devote their full effortsto our affairs after a business combination.  Moreover, we cannotassure you that our officers and directors will have significant experience orknowledge relating to the operations of the particular target business.

 

We may seek to recruitadditional management personnel to supplement the incumbent management of thetarget business.  We cannot assure you, however, that we will be ableto recruit additional managers who have the requisite skills, knowledge, or experiencenecessary to enhance the incumbent management and successfully operate thetarget business.

 

***In our searchfor an appropriate combination partner, we will have to compete with otherentities with more experience and greater resources; after a successfulbusiness combination we will have to face the competitors of the operatingcompany we combine with.***

 

We may encounter intensecompetition from other entities seeking to combine with a privately heldoperating company.  Many of these entities, including financialconsulting companies and venture capital firms, have longer operating historiesand have extensive experience in identifying and effecting businesscombinations.  Many of these competitors also possess significantlygreater financial, technical, and other resources than we do.  Wecannot assure you that we will be able to effectively compete with theseentities. Consequently, we may acquire a company with less favorable prospectsthen we would otherwise prefer, thus making our long-term prospects for successless likely.

 

If we effect a businesscombination, we will become subject to competition from the competitors of theacquired business.  In particular, industries that experience rapidgrowth frequently attract larger numbers of competitors, including competitorswith greater financial, marketing, technical, and other resources than ourresources.  We cannot ascertain the level of competition we will faceif we effect a business combination, and we cannot assure you that we will beable to compete successfully with these competitors.

 

***The Pink Sheetsare characterized by high volatility which may negatively affect our stockprice.***

 

Our common stock isquoted on the Pink Sheets under the symbol “CPKA.”  The Pink Sheets,and the price of our common stock, are characterized by highvolatility.  We cannot guarantee any market for our shares of commonstock and cannot guarantee that any stable market for our shares of commonstock will develop or be sustained.  We 

 

3

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cannot predict theeffect, if any, that our business activities or a business combination mighthave on the market price.

 
| **ITEM 1B.** | **UNRESOLVED STAFF COMMENTS.** |
|--------------|--------------------------------|

 

None.

 
| **ITEM 2.** | **PROPERTIES.** |
|-------------|-----------------|

 

The Company neither rents nor owns any properties.  The Company utilizes the office space andequipment of its management at no cost. Management estimates such amounts to be immaterial.  The Company currently has no policy withrespect to investment or interests in real estate, real estate mortgages, orsecurities of, or interests in, persons primarily engaged in real estateactivities.

 
| **ITEM 3.** | **LEGAL PROCEEDINGS.** |
|-------------|------------------------|

 

None.

 
| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE  OF SECURITY HOLDERS.** |
|-------------|-----------------------------------------------------------|

 

No matters were submittedby the Company during the fourth quarter of the fiscal year ended December 31,2008, for a vote of the Company’s security holders, through the solicitation ofproxies or otherwise.

 

**PART II**

 
| **ITEM 5.** | **MARKET FOR REGISTRANT’S COMMON  EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.** |
|-------------|-------------------------------------------------------------------------------------------------------------------------|

 

The Company’s commonstock trades in the Pink Sheets under the symbol “CPKA.”  American Stock Transfer and Trust Company hasdetermined that there were approximately 286 holders of record on December 31,2008.  Trading volume in the Company’ssecurities has been nominal.  The lastreported bid and ask prices on December 31, 2008 were $0.04 and $0.05,respectively, and the last trade was $0.05.

 

High and low stock pricesfor the Company’s common stock in the two years ended December 31, 2008 andDecember 31, 2007 are displayed in the following table:

 
| ** **         | ** ** | **2008 Market Price** | ** ** | **2007 Market Price** | ** ** |
|--------------------|------------|---------------------------------|------------|---------------------------------|------------|
| **Quarter  Ended** | ** ** | **High**                        | ** ** | **Low**                         | ** ** | **High** | ** ** | **Low** | ** ** |
|               |       |                            |       |                            |       |   |   |   |   |
| March 31      |       | $                               | 0.25       |                            | $          | 0.20 |   | $ | 0.08 |   | $ | 0.05 |   |
| June 30       |       | $                               | 0.25       |                            | $          | 0.05 |   | $ | 0.08 |   | $ | 0.08 |   |
| September 30  |       | $                               | 0.25       |                            | $          | 0.12 |   | $ | 0.20 |   | $ | 0.08 |   |
| December 31   |       | $                               | 0.51       |                            | $          | 0.02 |   | $ | 0.25 |   | $ | 0.20 |   |

 

The Company has neverpaid cash dividends on its shares of common stock and does not anticipate thepayment of dividends on its shares of common stock in the foreseeable future.

 
| **ITEM 6.** | **SELECTED FINANCIAL DATA.** |
|-------------|------------------------------|

 

Not Applicable.

 
| **ITEM 7.** | **MANAGEMENT’S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.** |
|-------------|-------------------------------------------------------------------------------------------------|

 

**Resultsof Operations**

 

**During 2008, the Company had no operations and itsonly income was from interest income on its short-term investments which areclassified as cash and cash equivalents. General and administrative expenses were $207,667**

 

4

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**in fiscal 2008 compared to $51,114 in fiscal 2007.The increase of $156,553 was primarily due to professional fees as well as theChief Financial Officer’s salary in the amount of $17,000. Commencing November 1,2007, the Company’s Board of Directors agreed to pay the Company’s ChiefFinancial Officer an annual salary of $17,000. No other officers or directors of the Company receive compensation otherthan reimbursement of out-of-pocket expenses incurred in connection withCompany business and development. The Company had fiscal 2008 interest andother income of $31,476, and a net loss of ($176,191), compared with interestand other income of $23,087, $4,200 of interest expense, and a net loss of($32,227) for fiscal 2007.**

 

**Liquidityand Capital Resources**

 

At December 31,2008, the Company had cash and cash equivalents of approximately$1,770,000.  Cash and cash equivalents consist of money market fundsand U.S. Treasury Bills.  Working capital at December 31, 2008was approximately $1,762,000.  Management believes that its cash andcash equivalents are sufficient for its business activities for at least thenext twelve months and for the costs of seeking an acquisition of an operatingbusiness.

 

Net cash of approximately$187,000 was used in operations during fiscal 2008, an increase ofapproximately $173,000 over the $14,000 used in operations during fiscal2007.  This increase resulted primarily from legal fees associatedwith submitting to the Securities and Exchange Commission a Form S-1registration statement during 2008.

 

No cash flows were usedor provided by investing activities for each of the periods presented.

 

Net cash of approximately$3,000 was used in financing activities during fiscal 2008, a decrease ofapproximately $1,975,000 over approximately $1,972,000 provided by financingactivities during fiscal 2007.  The Company received approximately$2,000,000 of cash from the sale of Units in the private placement in fiscal2007.  The Company did not receive anycash proceeds from the sale of common stock or other equity instruments infiscal 2008.

 

**New Authoritative Pronouncements**

 

See Note 2, “Summary of Significant Accounting Policies,” in the notesto the financial statements in Item 7 for a full description of recently issuedaccounting pronouncements, including the expected dates of adoption andestimated effects on results of operations and financial condition, which isincorporated herein.

 

**FactorsWhich May Affect Future Results**

 

Future earnings of theCompany are dependent on interest rates earned on the Company’s investedbalances and expenses incurred. The Company expects to incur significantexpenses in connection with its objective of identifying  a merger partner or acquiring an operatingbusiness.

 
| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK.** |
|--------------|------------------------------------------------------------------|

 

Not Applicable.

 

5

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| **ITEM 8.** | **FINANCIAL STATEMENTS AND  SUPPLEMENTARY DATA.** |
|-------------|---------------------------------------------------|

 

**CHASE PACKAGING CORPORATION**

**FOR THE YEARS ENDEDDECEMBER 31, 2008 AND 2007**

 

**- INDEX TO FINANCIAL STATEMENTS -**

 
| ** **                                                                                        | **Page(s)** |
|---------------------------------------------------------------------------------------------------|-------------|
|                                                                                              |        |
| Report of Registered Independent Public Accounting  Firm — Parente Randolph, LLC             | 7           |
|                                                                                              |        |
| Report of Registered Independent Public Accounting  Firm — Lazar Levine & Felix LLP | 8           |
|                                                                                              |        |
| Financial Statements:                                                                             |        |
|                                                                                              |        |
| Balance  Sheets                                                                                   | 9           |
|                                                                                              |        |
| Statements  of Operations                                                                         | 10          |
|                                                                                              |        |
| Statements of  Shareholders’ Equity                                                          | 11 - 12     |
|                                                                                              |        |
| Statements  of Cash Flows                                                                         | 13          |
|                                                                                              |        |
| Notes  to Financial Statements                                                                    | 14 - 20     |

 

6

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**REPORTOF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM**

 

To TheShareholders

Chase PackagingCorporation

 

We have auditedthe balance sheet of Chase Packaging Corporation (a development stage company)(the “Company”) as of December 31, 2008, and the statements of operations,shareholders’ equity, and cash flows for the year then ended and the amounts inthe cumulative from inception column in the statements of operations and cashflows for the year then ended.  Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinionon these financial statements based on our audit.

 

We conducted ouraudit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. The Company is not required tohave, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audit provides a reasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Chase Packaging Corporation as of December 31,2008, and the results of its operations and its cash flows for the year thenended and the amounts in the cumulative from inception column in the statementsof operations and cash flows for the year then ended, in conformity withaccounting principles generally accepted in the United States of America.

 

 

**PARENTERANDOLPH, LLC**

 
| /s**/ PARENTE  RANDOLPH, LLC** |   |
|--------------------------------|--------|

 

 

New York, New York

March 25,2009

 

7

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**REPORTOF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM**

 

To TheShareholders

Chase PackagingCorporation

 

We have auditedthe balance sheet of Chase Packaging Corporation (the “Company”) as of December 31,2007 and the statements of operations, shareholders’ equity, and cash flows forthe development stage period (from January 1, 1999 to December 31,2007). These financial statements are the responsibility of the Company’smanagement.  Our responsibility is toexpress an opinion on these financial statements based on our audit.

 

We conducted ouraudit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. The Company is not required tohave, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audits included consideration of internal control overfinancial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audit provides a reasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Chase Packaging Corporation as of December 31,2007, and the results of its operations and its cash flows for the developmentstage period from January 1, 1999 to December 31, 2007, in conformitywith accounting principles generally accepted in the United States of America.

 

 

**LAZARLEVINE & FELIX LLP**

 
| /s**/ LAZAR  LEVINE & FELIX LLP** |   |
|--------------------------------------------|--------|

 

 

New York, New York

March 21,2008

 

8

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**CHASE PACKAGING CORPORATION**

**(A Development Stage Company)**

**BALANCESHEETS**

**AS OF DECEMBER 31, 2008 AND 2007**

** **
| ** **                                                                                                                                                                                                                                         | ** ** | **2008**   | ** ** | **2007**   | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **- ASSETS -**                                                                                                                                                                                                                                     |       |       |       |       |       |
| ** **                                                                                                                                                                                                                                         |       |       |       |       |       |
| **CURRENT  ASSETS:**                                                                                                                                                                                                                               |       |       |       |       |       |
| Cash and cash  equivalents                                                                                                                                                                                                                         |       | $          | 1,769,739  |       | $          | 1,960,333 |   |
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **TOTAL  ASSETS**                                                                                                                                                                                                                                  |       | $          | 1,769,739  |       | $          | 1,960,333 |   |
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **- LIABILITIES AND SHAREHOLDERS’ EQUITY -**                                                                                                                                                                                                  | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                                                                                                                                                         | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CURRENT  LIABILITIES:**                                                                                                                                                                                                                          |       |       |       |       |       |
| Accrued expenses                                                                                                                                                                                                                                   |       | $          | 7,354      |       | $          | 18,607 |   |
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **TOTAL  CURRENT LIABILITIES**                                                                                                                                                                                                                     |       | 7,354      |       | 18,607     |       |
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **COMMITMENTS  AND CONTINGENCIES**                                                                                                                                                                                                                 |       |       |       |       |       |
|                                                                                                                                                                                                                                               |       |       |       |       |       |
| **SHAREHOLDERS’  EQUITY:**                                                                                                                                                                                                                    |       |       |       |       |       |
| Preferred stock,  $1.00 par value; 4,000,000 shares authorized; Series A 10% Convertible  Preferred stock; 15,536 and 13,818 shares issued and outstanding,  respectively; liquidation preference of $1,553,600 (2008) and $1,381,800  (2007) |       | 15,536     |       | 13,818     |       |
| Common stock,  $.10 par value 200,000,000 shares authorized; 15,536,275 shares issued and  outstanding                                                                                                                                             |       | 1,553,628  |       | 1,553,628  |       |
| Additional  paid-in capital                                                                                                                                                                                                                        |       | 4,082,647  |       | 4,087,515  |       |
| Accumulated  deficit                                                                                                                                                                                                                               |       | (3,626,121 | )          | (3,626,121 | )          |
| Deficit  accumulated during the development stage                                                                                                                                                                                                  |       | (263,305   | )          | (87,114    | )          |
| **TOTAL  SHAREHOLDERS’ EQUITY**                                                                                                                                                                                                               |       | 1,762,385  |       | 1,941,726  |       |
| ** **                                                                                                                                                                                                                                         |       |       |       |       |       |
| **TOTAL  LIABILITIES AND SHAREHOLDERS’ EQUITY**                                                                                                                                                                                               |       | $          | 1,769,739  |       | $          | 1,960,333 |   |

 

See notes tofinancial statements.

 

9

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**CHASE PACKAGING CORPORATION**

**(A Development Stage Company)**

**STATEMENTSOF OPERATIONS**

** **
| ** **                                                               | ** ** | **Cumulative  During the  Development Stage  (January 1, 1999 to** | ** ** | **For the Year Ended  December 31,** | ** ** |
|--------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|
|                                                                     |       | **December 31, 2008**                                                                  | ** ** | **2008**                                                 | ** ** | **2007** | ** ** |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **NET  SALES**                                                           |       | $                                                                                           | —     |                                                     | $          | — |   | $ | — |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **COSTS  AND EXPENSES:**                                                 |       |                                                                                        |       |                                                     |       |   |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| General and  administrative expense                                      |       | (310,507                                                                                    | )          | 207,667                                                  |       | 51,114 |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **LOSS  FROM OPERATIONS**                                                |       | (310,507                                                                                    | )          | (207,667                                                 | )          | (51,114 | ) |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **OTHER  INCOME (EXPENSE)**                                              |       |                                                                                        |       |                                                     |       |   |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| Interest expense                                                         |       | (8,591                                                                                      | )          | —                                                   |       | (4,200 | ) |
| Interest and  other income                                               |       | 55,793                                                                                      |       | 31,476                                                   |       | 23,087 |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **TOTAL  OTHER INCOME**                                                  |       | 47,202                                                                                      |       | 31,476                                                   |       | 18,887 |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **LOSS  BEFORE INCOME TAXES**                                            |       | (263,305                                                                                    | )          | (176,191                                                 | )          | (32,227 | ) |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| Provision for  income taxes                                              |       | —                                                                                      |       | —                                                   |       | — |   |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **NET  LOSS**                                                            |       | $                                                                                           | (263,305   | )                                                        | $          | (176,191 | ) | $ | (32,227 | ) |
|                                                                     |       |                                                                                        |       |                                                     |       |   |   |
| **BASIC  AND DILUTED LOSS PER COMMON SHARE**                             |       |                                                                                        |       | $                                                        | (.01       | )  | $ | — |   |
| **WEIGHTED  AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED** |       |                                                                                        |       | 15,536,275                                               |       | 10,804,083 |   |

 

See notes tofinancial statements.

 

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**CHASEPACKAGING CORPORATION**

**(ADevelopment Stage Company)**

**STATEMENTS OF SHAREHOLDERS’EQUITY (DEFICIT)**

 
| ** **                                         | ** ** | **Preferred Stock** | ** ** | **Common Stock** | ** ** | **Additional Paid-  in** | ** ** | **Common  Stock** | ** ** | **Accumulated** | ** ** | **Deficit  Accumulated  During the  Development** | ** ** | ** **  | ** ** |
|----------------------------------------------------|------------|--------------------------|------------|-----------------------|------------|-------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------|------------|-------------|------------|
| ** **                                         | ** ** | **Shares**               | ** ** | **Amount**            | ** ** | **Shares**                    | ** ** | **Amount**        | ** ** | **Capital**     | ** ** | **Subscribed**                                         | ** ** | **Deficit** | ** ** | **Stage** | ** ** | **Total** | ** ** |
| ** **                                         | ** ** | ** **               | ** ** | ** **            | ** ** | ** **                    | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                             | ** ** | ** **  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Balance at January 1, 1999                    |       | —                   |       | $                     | —     |                          | 7,002,964  |              | $          | 700,296         |       | $                                                      | 2,914,207  |        | $          | — |   | $ | (3,626,121 | ) | $ | — |   | $ | (11,618 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the year ended December 31, 1999 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (5,510 | ) | (5,510 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at December 31, 1999                  |       | —                   |       | —                |       | 7,002,964                     |       | 700,296           |       | 2,914,207       |       | —                                                 |       | (3,626,121  | )          | (5,510 | ) | (17,128 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the year ended December 31, 2000 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (891 | ) | (891 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at December 31, 2000                  |       | —                   |       | —                |       | 7,002,964                     |       | 700,296           |       | 2,914,207       |       | —                                                 |       | (3,626,121  | )          | (6,401 | ) | (18,019 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Private placement and warrant exercise             |       | —                   |       | —                |       | 1,624,311                     |       | 162,432           |       | (156,932        | )          | —                                                 |       | —      |       | — |   | 5,500 |   |
| ** **                                         | ** ** | ** **               | ** ** | ** **            | ** ** | ** **                    | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                             | ** ** | ** **  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net loss for the year ended December 31, 2001 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (5,086 | ) | (5,086 | ) |
| ** **                                         | ** ** | ** **               | ** ** | ** **            | ** ** | ** **                    | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                             | ** ** | ** **  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Balance at December 31, 2001                  |       | —                   |       | —                |       | 8,627,275                     |       | 862,728           |       | 2,757,275       |       | —                                                 |       | (3,626,121  | )          | (11,487 | ) | (17,605 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Stock subscriptions                                |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | 8,000                                                  |       | —      |       | — |   | 8,000 |   |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the year ended December 31, 2002 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (7,082 | ) | (7,082 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at December 31, 2002                  |       | —                   |       | —                |       | 8,627,275                     |       | 862,728           |       | 2,757,275       |       | 8,000                                                  |       | (3,626,121  | )          | (18,569 | ) | (16,687 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the year ended December 31, 2003 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (8,221 | ) | (8,221 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at December 31, 2003                  |       | —                   |       | —                |       | 8,627,275                     |       | 862,728           |       | 2,757,275       |       | 8,000                                                  |       | (3,626,121  | )          | (26,790 | ) | (24,908 | ) |
|                                               |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| 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 | ) |
|                                                    |            |                          |            |                       |            |                               |            |                   |            |                 |            |                                                        |            |             |            |  |  |  |  |  |  |  |  |  |  |  |

 

See notes to financial statements.

 

11

----

 

**CHASEPACKAGING CORPORATION**

**(A Development Stage Company)**

## **STATEMENTS OFSHAREHOLDERS’ EQUITY (DEFICIT) (CONTINUED)**

 
| ** **                                          | ** ** | **Preferred Stock** | ** ** | **Common Stock** | ** ** | **Additional Paid-  in** | ** ** | **Common  Stock** | ** ** | **Accumulated** | ** ** | **Deficit  Accumulated  During the  Development** | ** ** | ** **  | ** ** |
|-----------------------------------------------------|------------|--------------------------|------------|-----------------------|------------|-------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------|------------|-------------|------------|
| ** **                                          | ** ** | **Shares**               | ** ** | **Amount**            | ** ** | **Shares**                    | ** ** | **Amount**        | ** ** | **Capital**     | ** ** | **Subscribed**                                         | ** ** | **Deficit** | ** ** | **Stage** | ** ** | **Total** | ** ** |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the  year ended December 31, 2006 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (12,707 | ) | (12,707 | ) |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at  December 31, 2006                  |       | —                   |       | —                |       | 8,627,275                     |       | 862,728           |       | 2,757,275       |       | 8,000                                                  |       | (3,626,121  | )          | (54,887 | ) | (53,005 | ) |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Private  placement                                  |       | 13,334                   |       | 13,334                |       | 6,667,000                     |       | 666,700           |       | 1,282,324       |       | —                                                 |       | —      |       | — |   | 1,962,358 |   |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Prior stock  subscription                           |       | 68                       |       | 68                    |       | 34,000                        |       | 3,400             |       | 6,732           |       | (8,000                                                 | )          | —      |       | — |   | 2,200 |   |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Convertible debt                                    |       | 416                      |       | 416                   |       | 208,000                       |       | 20,800            |       | 41,184          |       | —                                                 |       | —      |       | — |   | 62,400 |   |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the  year ended December 31, 2007 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (32,227 | ) | (32,227 | ) |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at  December 31, 2007                  |       | 13,818                   |       | 13,818                |       | 15,536,275                    |       | 1,553,628         |       | 4,087,515       |       | —                                                 |       | (3,626,121  | )          | (87,114 | ) | 1,941,726 |   |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Preferred shares  issued as dividend                |       | 1,718                    |       | 1,718                 |       | —                        |       | —            |       | (1,718          | )          | —                                                 |       | —      |       | — |   | — |   |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Cash in lieu of  stock                              |       | —                   |       | —                |       | —                        |       | —            |       | (3,150          | )          | —                                                 |       | —      |       | — |   | (3,150 | ) |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Net loss for the  year ended December 31, 2008 |       | —                   |       | —                |       | —                        |       | —            |       | —          |       | —                                                 |       | —      |       | (176,191 | ) | (176,191 | ) |
|                                                |       |                     |       |                  |       |                          |       |              |       |            |       |                                                   |       |        |       |   |   |   |   |
| Balance at  December 31, 2008                  |       | 15,536                   |       | $                     | 15,536     |                          | 15,536,275 |              | $          | 1,553,628       |       | $                                                      | 4,082,647  |        | $          | — |   | $ | (3,626,121 | ) | $ | (263,305 | ) | $ | 1,762,385 |   |
|                                                     |            |                          |            |                       |            |                               |            |                   |            |                 |            |                                                        |            |             |            |  |  |  |  |  |  |  |  |  |  |  |

 

See notes tofinancial statements.

 

12

----

 

**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **STATEMENTS OF CASH FLOWS**

 
| ** **                                                                                                             | ** ** | **Cumulative**                         | ** ** | ** **                            | ** ** | ** ** | ** ** |
|------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|---------------------------------------|------------|------------|------------|
| ** **                                                                                                             | ** ** | **During the**                    | ** ** | ** **                            | ** ** | ** ** | ** ** |
| ** **                                                                                                             | ** ** | **Development Stage**             | ** ** | **For The Year Ended** | ** ** |
| ** **                                                                                                             | ** ** | **(January 1, 1999 to** | ** ** | **December 31,**                 | ** ** |
| ** **                                                                                                             | ** ** | **December 31,  2008)**           | ** ** | **2008**                              | ** ** | **2007**   | ** ** |
| ** **                                                                                                             |       |                                   |       |                                  |       |       |       |
| **CASH FLOWS  FROM OPERATING ACTIVITIES:**                                                                             |       |                                   |       |                                  |       |       |       |
| Net loss                                                                                                               |       | $                                      | (263,305   | )                                     | $          | (176,191   | )          | $ | (32,227 | ) |
| ** **                                                                                                             |       |                                   |       |                                  |       |       |       |
| **Change  in assets and liabilities:**                                                                                 |       |                                   |       |                                  |       |       |       |
| Accrued expenses                                                                                                       |       | (7,825                                 | )          | (11,253                               | )          | 18,011     |       |
| **Net  cash used in operating activities**                                                                             |       | (271,130                               | )          | (187,444                              | )          | (14,216    | )          |
| ** **                                                                                                             |       |                                   |       |                                  |       |       |       |
| **CASH  FLOWS FROM INVESTING ACTIVITIES**                                                                              |       | —                                 |       | —                                |       | —     |       |
| ** **                                                                                                             |       |                                   |       |                                  |       |       |       |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                                                              |       |                                   |       |                                  |       |       |       |
| Proceeds from  convertible debt                                                                                        |       | 56,500                                 |       | —                                |       | 9,500      |       |
| Proceeds from  private placement/exercise of stock warrants                                                            |       | 5,500                                  |       | —                                |       | —     |       |
| Capital  contribution                                                                                                  |       | 8,000                                  |       | —                                |       | —     |       |
| Proceeds from  private placement                                                                                       |       | 1,962,358                              |       | —                                |       | 1,962,358  |       |
| Cash dividends  paid on Preferred Stock                                                                                |       | (3,150                                 | )          | (3,150                                | )          | —     |       |
| **Net  cash provided by (used in) financing activities**                                                               |       | 2,029,208                              |       | (3,150                                | )          | 1,971,858  |       |
| ** **                                                                                                             |       |                                   |       |                                  |       |       |       |
| **NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**                                                              |       | 1,758,078                              |       | (190,594                              | )          | 1,957,642  |       |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| Cash and cash  equivalents, at beginning of period                                                                     |       | 11,661                                 |       | 1,960,333                             |       | 2,691      |       |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| **CASH  AND CASH EQUIVALENTS, END OF PERIOD**                                                                          |       | $                                      | 1,769,739  |                                  | $          | 1,769,739  |       | $ | 1,960,333 |   |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| **SUPPLEMENTAL  CASH FLOW INFORMATION:**                                                                               |       |                                   |       |                                  |       |       |       |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| Cash paid for:                                                                                                         |       |                                   |       |                                  |       |       |       |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| Interest                                                                                                               |       | $                                      | —     |                                  | $          | —     |       | $ | — |   |
| Income taxes                                                                                                           |       | $                                      | —     |                                  | $          | —     |       | $ | — |   |
|                                                                                                                   |       |                                   |       |                                  |       |       |       |
| Preferred stock  issued as stock dividend                                                                              |       | $                                      | 1,718      |                                  | $          | 1,718      |       | $ | — |   |
| 416 Private  Placement Units were issued in exchange for $56,500 of convertible notes plus  $5,900 of accrued interest |       | $                                      | 62,400     |                                  | $          | —     |       | $ | 62,400 |   |
| 68 Private  Placement Units were issued in exchange for $8,000 of stock subscriptions  plus $2,200 of accrued interest |       | $                                      | 10,200     |                                  | $          | —     |       | $ | 10,200 |   |

 

See notes tofinancial statements.

 

13

----

 

**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

**NOTE  1   -****          BASIS OF PRESENTATION:**

 

ChasePackaging Corporation (“the Company”), a Texas Corporation, previouslymanufactured woven paper mesh for industrial applications, polypropylene meshfabric bags for agricultural use and distributed agricultural packagingmanufactured by other companies.

 

Since January 1,1999, the Board of Directors of the Company, has been devoting its efforts toestablishing a new business and accordingly, the Company is being treated as adevelopment stage company in accordance with Statement of Financial AccountingStandards No. 7.

 

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

 

#### **NOTE   2   -**          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

#### ** **

***(a)******            Use of Estimates:***

 

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

 

***(b)******            Cash and CashEquivalents***

 

The Company considers allhighly liquid investments with a remaining maturity of three months or less atthe time of acquisition to be cash equivalents. The Company maintains its cashand cash equivalents balances with high credit quality financialinstitutions.  As of December 31,2008, and 2007 the Company had  cash andcash equivalents held in financial institutions in excess of Federal DepositInsurance Corporation limits in the amount of approximately $1,520,000 and $1,123,000, respectively.

 

The Company’s cashequivalents include investments in U.S. Treasury Bills, which typically maturein approximately 28 days, are held to maturity and valued at amortized cost,which approximates fair value.  The aggregate fair value of investments inU.S. Treasury Bills classified as cash equivalents at December 31, 2008and 2007 was $1,132,000 and $1,204,000, respectively.

 

***(c)******            Income Taxes***

 

The asset andliability method is used in accounting for income taxes.  Under this method, deferred tax assets andliabilities are recognized for operating loss and tax credit carry forwards andfor the future tax consequences attributable to differences between thefinancial statement carrying amounts of existing assets and liabilities andtheir respective tax bases.  Deferred taxassets and liabilities are measured assuming enacted tax rates expected toapply to taxable income in the years in which those temporary differences areexpected to be recovered or settled.  Theeffect on deferred tax assets and liabilities of a change in tax rates isrecognized in the results of operations in the period that includes theenactment date.  A valuation allowance isrecorded to reduce the carrying amounts of deferred tax assets unless it ismore likely than not that such assets will be realized.

 

14

----

 

**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

#### **NOTE   2   -**          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued):

#### ** **

***(c)******             Income Taxes(continued):***

 

On January 1,2007, the Company adopted Financial Accounting Standards Board (FASB)Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—aninterpretation of FASB Statement No. 109” (FIN 48). There was noimpact on the Company’s financial position, results of operations or cash flowsat December 31, 2007 and for the year then ended as a result ofimplementing FIN 48. At the adoption date of January 1, 2007 and at December 31,2008 and 2007, the Company did not have any unrecognized tax benefits. TheCompany’s practice is to recognize interest and/or penalties related to incometax matters in income tax expense. The Company currently has no federal orstate tax examinations in progress.

 

***(d)******          Basic and Diluted NetLoss Per Share:***

 

Basic loss percommon share is computed by dividing the net loss by the weighted-averagenumber of common shares outstanding.  Diluted loss per share iscomputed by dividing the net loss by the sum of the weighted-average number ofcommon shares outstanding plus the dilutive effect of shares issuable throughthe exercise of Common Stock equivalents.

 

We have excluded22,445,000 and 20,727,000 Common Stock equivalents (warrants) from the calculationof diluted loss per share for the years ended December 31, 2008 and 2007,respectively, which, if included, would have an antidilutive effect.

 

***(e)******             Recently IssuedAccounting Pronouncements:***

 

In March 2008, the Financial Accounting StandardsBoard (FASB) issued SFAS No. 161, *Disclosuresabout Derivative Instruments and Hedging Activities* . The newstandard is intended to improve financial reporting about derivativeinstruments and hedging activities by requiring enhanced disclosures to enableinvestors to better understand their effects on an entity’s financial position,financial performance, and cash flows. It is effective for financial statementsissued for fiscal years and interim periods beginning after November 15,2008, with early application encouraged. The Company is currently evaluatingthe impact of adopting SFAS. No. 161 on its financial statements.

 

In December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in Consolidated Financial Statements-and Amendment ofARB No. 51.”  SFAS 160 establishes accounting and reporting standardspertaining to ownership interests in subsidiaries held by parties other thanthe parent, the amount of net income attributable to the parent and to thenoncontrolling interest, changes in a parent’s ownership interest, and thevaluation of any retained noncontrolling equity investment when a subsidiary isdeconsolidated.  This statement also establishes disclosure requirementsthat clearly identify and distinguish between the interests of the parent andthe interests of the noncontrolling owners.  SFAS 160 is effective forfiscal years beginning on or after December 15, 2008.  The adoptionof SFAS 160 is not currently expected to have a material effect on theCompany’s financial position, results of operations, or cash flows.

 

15

----

 

**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

#### **NOTE   2   -**          SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES (continued):

#### ** **

***(e)******          Recently IssuedAccounting Pronouncements (continued):***

 

In December 2007,the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards (“SFAS”) No. 141 (revised 2007), BusinessCombinations, which replaces SFAS No. 141. The statement retains thepurchase method of accounting for acquisitions, but requires a number ofchanges, including changes in the way assets and liabilities are recognized inthe purchase accounting.   It alsochanges the recognition of assets acquired and liabilities assumed arising fromcontingencies, requires the capitalization of in-process research anddevelopment at fair value, and requires the expensing of acquisition-relatedcosts as incurred. SFAS No. 141R is effective for business combinationsfor which the acquisition date is on or after the beginning of the first annualreporting period beginning on or after December 15, 2008. The Company iscurrently evaluating the impact of adopting SFAS No. 141.

 

In February 2007,the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assetsand Financial Liabilities-Including an Amendment of FASB Statement No. 115”(“SFAS No. 159”). SFAS No. 159 allows companies to measure certainfinancial instruments at fair value without having to apply complex hedgeaccounting provisions and to report unrealized gains and losses on electeditems in earnings. This Statement is effective for financial statements issuedfor fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159did not have a material impact on the Company’s results of operations or financial position.

 

In September 2006,the FASB issued SFAS No. 157, Fair Value Measurements, which defines fairvalue, establishes a framework for measuring fair value in generally acceptedaccounting principles, and expands disclosures about fair value measurements.This statement does not require any new fair value measurements, but providesguidance on how to measure fair value by providing a fair value hierarchy usedto classify the source of the information. SFAS No. 157 is effective forfiscal years beginning after November 15, 2007, and all interim periodswithin those fiscal years. In February 2008, the FASB released FASB StaffPosition (FSP FAS 157-2 — Effective Date of FASB Statement No. 157) whichdelays the effective date of SFAS No. 157 for all nonfinancial assets andnonfinancial liabilities, except those that are recognized or disclosed at fairvalue in the financial statements on a recurring basis (at least annually), tofiscal years beginning after November 15, 2008 and interim periods withinthose fiscal years.  In accordance withFSP FAS No. 157, the Company is currently assessing the potential impactits adoption would have on our nonfinancial assets and nonfinancialliabilities, if any.

 

**NOTE   3   -****          INCOME TAXES:**

 

Nocurrent provision for Federal income taxes was required for the years ended December 31,2008 and 2007, due to the Company’s operating losses.  At December 31,2008 and 2007, the Company has unused net operating loss carry-forwards ofapproximately $3,500,000 and $3,330,000 which expire at various dates through2011.  Most of this amount is subject to annual limitations undercertain provisions of the Internal Revenue Code related to “changes in ownership”.

 

Thecurrent income tax benefit differs from the amount computed by applying thefederal statutory income tax rate of 35% to loss before income taxes due to thevaluation allowance.

 

As of December 31,2008 and 2007, the deferred tax assets related to the aforementionedcarry-forwards have been fully offset by valuation allowances, since it is morelikely than not that significant utilization of such amounts will not occur inthe foreseeable future.

 

16

----

 

**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

**NOTE   3   -****          INCOME TAXES(continued):**

 
| ** **                                                | ** ** | **2008**       | ** **    | **2007**       | ** ** |
|-----------------------------------------------------------|------------|----------------|---------------|----------------|------------|
| Deferred tax  assets and valuation allowances consist of: | ** ** | ** **     | ** **    | ** **     | ** ** |
| ** **                                                | ** ** | ** **     | ** **    | ** **     | ** ** |
| Deferred tax  assets:                                     | ** ** | ** **     | ** **    | ** **     | ** ** |
| Net operating  loss carry forwards                        | ** ** | **$**          | **1,205,000** | ** **     | **$**      | **1,135,000** | ** ** |
| ** **                                                | ** ** | ** **     | ** **    | ** **     | ** ** |
| Less valuation  allowance                                 | ** ** | **(1,205,000** | **)**         | **(1,135,000** | **)**      |
| Net deferred tax  assets                                  | ** ** | **$**          | **—**    | ** **     | **$**      | **—** | ** ** |

 

We file income taxreturns in the U.S. federal and Texas state jurisdictions. Tax years for fiscal2005 through 2007 are open and potentially subject to examination by thefederal and Texas state taxing authorities.

 

**NOTE   4   -****          2007 PRIVATE PLACEMENTUNITS (“UNIT”):**

 

On September 7,2007, the Company completed a private placement, pursuant to which 13,334 units(the “Units”) were sold at a per Unit cash purchase price of $150, for a totalsubscribed amount of $2,000,100. Each Unit consists of: (1) one share of Series A10% convertible preferred stock, par value $1.00, stated value $100 (the“Preferred Stock”); (2) 500 shares of the Company’s common stock, parvalue $0.10 (the “Common Stock”); and (3) 500 warrants (the “Warrants”)exercisable into the Company’s Common Stock on a one-for-one basis.

 

Eachwarrant contained in a Unit has a term of five years during which such warrantmay be exercised, at $0.15 per share, into one share of the Company’s CommonStock. A total of 6,605 units were purchased by related parties, includingsignificant shareholders. The exercise price of the warrants is subject toadjustment to reflect recapitalizations, stock dividends, mergers, stocksplits, and similar events that would otherwise dilute the relative number ofshares of Common Stock into which the warrants may be exercised.

 

Eachshare of Preferred Stock contained in a Unit has a stated value of $100 and isconvertible at any time into Common Stock at a rate of $0.10 per share. Theconversion price of the Preferred Stock is subject to adjustment to reflectrecapitalizations, stock dividends, mergers, stock splits, and similar eventsthat would otherwise dilute the relative number of shares of Common Stock intowhich the Preferred Stock may be converted.

 

Thereare 4,000,000 shares of Preferred Stock currently authorized for issuance. Atthe discretion of the Company’s Board of Directors, the Company may pay to theholders of the Preferred Stock a semi-annual dividend of ten percent payable incash or in kind (i.e., in additional shares of Preferred Stock) or anycombination thereof. The holder of each share of Preferred Stock will have onevote for each underlying share of Common Stock as if such Preferred Stock hadbeen converted. At any time prior to conversion, the Company’s Board ofDirectors may redeem any portion or all of the Preferred Stock at a price of$100 per share of Preferred Stock. Each share of Preferred Stock will have aliquidation value of $100 per share. At any time after August 2, 2011, theholders of 66 2/3% or more of the shares of Preferred Stock then outstanding mayrequest the liquidation of their Preferred Stock. In the event that, at thetime of such requested liquidation, the Company’s cash funds (in excess of a$50,000 reserve fund) then available to effect such liquidation are inadequatefor such purpose, the requested liquidation shall take place (on a pro-ratabasis) only to the extent such excess cash funds are available for suchpurpose. In the event of a merger transaction approved by the holders of theCompany’s Common Stock, the holders of the Preferred Stock will have the rightto a cash payment of $100 per share in connection with such merger, or thePreferred Stock will be automatically converted at the then applicableconversion rate.

 

17

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**CHASE PACKAGINGCORPORATION**

**(ADevelopment Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

**NOTE   4   -****          2007 PRIVATE PLACEMENTUNITS (“UNIT”) (continued):**

 

Therewas no beneficial conversion feature recorded as the Common Stock was sellingfor less than $0.10 per share at the time of the closing which approximatesfair value.

 

Legaland professional fees of approximately $38,000 were incurred in connection withthis private placement transaction resulting in net proceeds of approximately$1,962,000.

 

**NOTE    5   -****         DIVIDENDS:**

 

OnMay 8, 2008, the Company announced that the Board of Directors haddeclared a five percent stock dividend on its outstanding Series A 10%Convertible Preferred Stock for the period commencing September 7,2007.  Shareholders of record as of May 23,2008 received the stock dividend for each share of Series A PreferredStock owned on that date, payable May 30, 2008.  As of May 8, 2008, the Company had13,818 shares of Series A Preferred Stock outstanding; the total dividendpaid consisted of 994 shares of Series A Preferred Stock with a fair valueof $99,400 and $1,490 cash in lieu of fractional shares.  Due to the absence of Retained Earnings, thecash and $994 par value of Preferred Stock dividend totaling $2,484 was chargedagainst Additional Paid-in Capital.

 

OnNovember 7, 2008, the Company announced that the Board of Directors haddeclared a five percent stock dividend on its outstanding Series A 10%Convertible Preferred Stock. Shareholders of record as of November 17,2008 received the stock dividend for each share of Series A PreferredStock owned on that date, payable December 1, 2008.  As of November 6, 2008, the Company had14,812 shares of Series A Preferred Stock outstanding; the total dividendpaid consisted of 724 shares of Series A Preferred Stock with a fair valueof $72,400 and $1,660 cash in lieu of fractional shares.  Due to the absence of Retained Earnings, thecash and $724 par value of Preferred Stock dividend totaling $2,384 was chargedagainst Additional Paid-in Capital.

 

**NOTE    6   -****         PRIOR STOCK SUBSCRIPTION:**

 

#### **In July 2002, the Company received $8,000($0.01 per share) as payment for 800,000 shares of Common Stock which werenever issued.  Through September 7,2007 (the date of the closing of the private placement), the $8,000 accrued$2,200 in compounded interest, which management recorded due to the nonissuance of shares for a five year period. The Board of Directors of theCompany approved the issuance on September 7, 2007 of 68 Private PlacementUnits (see Note 4) in exchange for the $10,200 of cash previously received andaccrued interest.**

#### ** **

**NOTE   7   -****          CONVERTIBLE DEBT -RELATED PARTY:**

 

Prior to June 30,2007, the Company had issued 5% Convertible Notes aggregating $56,500 (“theNotes”). The note holders are directors and an officer of the Company.  The Notes were convertible into common stockat par value $0.10 per share.  TheCompany and the note holders had the option to mutually extend the term of theNotes if the par value had not been reduced to $0.01.

 

The notes aggregating$62,400 including accrued interest of $5,900, were converted into 416 PrivatePlacement Units (see Note 4) on September 7, 2007.

 

18

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**CHASE PACKAGINGCORPORATION**

**(A Development Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

**NOTE   8   -          SHAREHOLDERS’ EQUITY:**

 

TheCompany’s 2008 Stock Awards Plan (the “2008 Plan”) was approved at theCompany’s annual meeting of shareholders held on June 3, 2008.  The2008 Plan became effective April 9, 2008 and will terminate on April 8,2018.  Subject to certain adjustments, the number of shares of CommonStock that may be issued pursuant to awards under the 2008 Plan is 2,000,000shares.  A maximum of 80,000 shares may be granted in any one year in anyform to any one participant, of which a maximum of (i) 50,000 shares maybe granted to a participant in the form of stock options and (ii) 30,000shares may be granted to a participant in the form of Common Stock orrestricted stock.  The 2008 Plan will be administered by a committee ofthe Board of Directors.  Employees, including any employee who is also adirector or an officer, consultants, and outside directors of the Company areeligible to participate in the 2008 Plan. As of December 31, 2008 nooptions had been issued under the 2008 Plan.

 

On June 3,2008 The Company adopted an amendment to the Article of Incorporation andincreased the number of authorized shares of the Common Stock from 25,000,000to 200,000,000.

 

**NOTE   9   -          FAIR VALUE MEASUREMENTS:**

 

Effective January 1, 2008, the Company adoptedStatement of Financial Accounting Standard No. 157, “Fair ValueMeasurements” (SFAS 157), as it applies to its financial instruments, andStatement of Financial Accounting Standard No. 159, “The Fair Value Optionfor Financial Assets and Financial Liabilities — including an amendment of FASBStatement No. 115” (SFAS 159). SFAS 157 defines fair value, outlines aframework for measuring fair value, and details the required disclosures aboutfair value measurements. SFAS 159 permits companies to irrevocably choose tomeasure certain financial instruments and other items at fair value. SFAS 159also establishes presentation and disclosure requirements designed tofacilitate comparison between entities that choose different measurementattributes for similar types of assets and liabilities.

 

Under SFAS 157, fair value is defined as the pricethat would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date in theprincipal or most advantageous market. SFAS 157 establishes a hierarchy indetermining the fair value of an asset or liability. The fair value hierarchyhas three levels of inputs, both observable and unobservable. SFAS 157 requiresthe utilization of the lowest possible level of input to determine fair value.Level 1 inputs include quoted market prices in an active market for identicalassets or liabilities. Level 2 inputs are market data, other than Level 1, thatare observable either directly or indirectly. Level 2 inputs include quotedmarket prices for similar assets or liabilities, quoted market prices in aninactive market, and other observable information that can be corroborated bymarket data. Level 3 inputs are unobservable and corroborated by little or nomarket data.

 

Except for those assets and liabilities which arerequired by authoritative accounting guidance to be recorded at fair value inthe Company’s Balance Sheets, the Company has elected not to record any otherassets or liabilities at fair value, as permitted by SFAS 159. No eventsoccurred during the year ended December 31, 2008 which would requireadjustment to the recognized balances of assets or liabilities which arerecorded at fair value on a nonrecurring basis.

 

19

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**CHASE PACKAGINGCORPORATION**

**(A Development Stage Company)**

## **NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2008 AND 2007**

 

**NOTE   9   -          FAIR VALUE MEASUREMENTS (continued):**

 

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

** **
| ** **          | ** ** | ** **               | ** ** | ** **            | ** ** | ** **                                      | ** ** | ** **       | ** ** | ** **       | ** ** |
|---------------------|------------|--------------------------|------------|-----------------------|------------|-------------------------------------------------|------------|------------------|------------|------------------|------------|
| ** **          | ** ** | **Carrying Amount** | ** ** | ** **            | ** ** | ** **                                      | ** ** | ** **       | ** ** | ** **       | ** ** |
| ** **          | ** ** | **Amount In**       | ** ** | ** **            | ** ** | ** **                                      | ** ** | ** **       | ** ** | ** **       | ** ** |
| ** **          | ** ** | **Balance Sheet**   | ** ** | **Fair Value**   | ** ** | ** **                                      | ** ** |
| ** **          | ** ** | **December 31,**    | ** ** | **December 31,** | ** ** | **Fair Value Measurement Using** | ** ** |
| ** **          | ** ** | **2008**                 | ** ** | **2008**              | ** ** | **Level 1**                                | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
| ** **          | ** ** | ** **               | ** ** | ** **            | ** ** | ** **                                      | ** ** | ** **       | ** ** | ** **       | ** ** |
| Assets:             |       |                     |       |                  |       |                                            |       |             |       |             |       |
| Money Market  Funds |       | $                        | 631,000    |                  | $          | 631,000                                         |       | $                | 631,000    |             | $          | — |   | $ | — |   |
| Treasury Bills      |       | $                        | 1,132,000  |                  | $          | 1,132,000                                       |       | $                | 1,132,000  |             | $          | — |   | $ | — |   |

 

**NOTE   10   -        COMMITMENTS AND CONTINGENCIES:**

 

CommencingNovember 1, 2007, the Company’s Board of Directors agreed to pay theCompany’s Chief Financial Officer an annual salary of $17,000.  No other officers or directors of the Companyreceive compensation other than reimbursement of out-of-pocket expensesincurred in connection with Company business and development.

 

20

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**ITEM 9.****    ****CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE.**

 

None.

 

**ITEM 9A(T).        CONTROLS AND PROCEDURES.**

 

(a)           Evaluation of Disclosure Controls andProcedures.

 

Underthe supervision and with the participation of our management, including ourprincipal executive officer and principal financial and accounting officer, weconducted an evaluation of the effectiveness of the design and operation of ourdisclosure controls and procedures, as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act, as of the end of the period covered bythis report.  Based on this evaluation,our principal executive officer and principal financial and accounting officerconcluded that, as of the period covered by this report, our disclosure controlsand procedures were effective to provide reasonable assurance that theinformation required to be included in our Securities and Exchange Commission(“SEC”) reports is recorded, processed, summarized, and reported within thetime periods specified in SEC rules and forms.

 

(b)           Changes in Internal Controls overFinancial Reporting.

 

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

 

**Management’sAnnual Report on Internal Control over Financial Reporting**

 

Our management isresponsible for establishing and maintaining adequate internal control overfinancial reporting. Internal control over financial reporting is a processdesigned by, or under the supervision of, the principal executive officer andprincipal financial and accounting officer and effected by our Board ofDirectors, management and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles.

 

Our evaluation ofinternal control over financial reporting includes using the COSO framework, anintegrated framework for the evaluation of internal controls issued by theCommittee of Sponsoring Organizations of the Treadway Commission, to identifythe risks and control objectives related to the evaluation of our controlenvironment. As a development stage company with no revenues and limitedoperations, we have only one employee who performs all financial andbookkeeping activities. However, the Company overcomes this deficiency by usingan alternative control of having the financial and bookkeeping activities ofthis single employee overseen by the Company’s principal executive officerand/or the Company’s vice president.

 

Even if it were tobe determined that the alternative control referred to in the precedingparagraph was not fully effective to overcome such deficiency, management isconfident in its conclusion that such matter does not rise to the level of a “ *material weakness* “ which is defined bythe SEC as “ *a deficiency, or a combinationof deficiencies, in internal control over financial reporting such that thereis a reasonable possibility that a material misstatement of the registrant’sannual or interim financial statements will not be prevented or detected on atimely basis*.”  Especially in view of the fact that the primaryactivities of this sole employee consist only of writing approximately five toten checks each month on the Company’s bank account and making this informationavailable for purposes of preparation of financial statements and SEC reports,the oversight of this sole employee’s limited activities by senior officers isdeemed effective in preventing any material misstatement of the Company’sannual or interim financial statements.

 

Our management hasconcluded that our internal control over financial reporting was effective asof December 31, 2008.

 

Thisannual report does not include an attestation report of the Company’sregistered public accounting firm regarding internal control over financialreporting.  Management’s report was notsubject to attestation by the Company’s registered public accounting firmpursuant to temporary rules of the SEC that permit the Company to provideonly management’s reporting in this annual report.

 

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**ITEM 9B.****                   ****OTHER INFORMATION.**

 

None.

 

**PART III**

 

**ITEM 10.**                      DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

** **

The information requiredby Item 10 of Form 10-K is hereby incorporated by reference from theCompany’s definitive proxy statement, which will be filed pursuant toRegulation 14A within 120 days after the Company’s year end for the yearcovered by this report.

 

**ITEM 11.****                     ****EXECUTIVE COMPENSATION.**

 

The information requiredby Item 11 of Form 10-K is hereby incorporated by reference from theCompany’s definitive proxy statement, which will be filed pursuant toRegulation 14A within 120 days after the Company’s year end for the yearcovered by this report.

 
| **ITEM  12.** | ** ** | **SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS.** |
|---------------|------------|-------------------------------------------------------------------------------------------------------|

** **

** **

The information requiredby Item 12 of Form 10-K is hereby incorporated by reference from theCompany’s definitive proxy statement, which will be filed pursuant toRegulation 14A within 120 days after the Company’s year end for the yearcovered by this report.

 

**ITEM 13.**                      CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

** **

The informationrequired by Item 13 of Form 10-K is hereby incorporated by reference fromthe Company’s definitive proxy statement, which will be filed pursuant toRegulation 14A within 120 days after the Company’s year end for the yearcovered by this report.

 

**ITEM 14.****                     ****PRINCIPAL ACCOUNTING FEES ANDSERVICES**

 

The informationrequired by Item 14 of Form 10-K is hereby incorporated by reference fromthe Company’s definitive proxy statement, which will be filed pursuant toRegulation 14A within 120 days after the Company’s year end for the yearcovered by this report.

 

**PART IV**

** **

**ITEM 15.**                      EXHIBITSAND FINANCIAL STATEMENT SCHEDULES.

** **

(a)          The following documents are filed as a part of thisreport:

 

(1)          Financial Statements included in Item 8 above arefiled as part of this annual report.

 

(2)          Financial Statement Schedules included in Item 8herein:

 

All schedules for whichprovision is made in the applicable accounting regulations of the Securitiesand Exchange Commission are not required under the related instructions or areinapplicable and therefore, have been omitted.

 

(3)          Exhibits:  Theinformation required by this Item 15(a)(3) is set forth in the Index toExhibits accompanying this Annual Report on Form 10-K.

 

22

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| **Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                             |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.1        |       | Articles of  Incorporation, as amended, of the Company filed as Exhibit 3.1 to the  Company’s Form 10-SB, as amended, dated October 24, 1996, filed  with the Securities and Exchange Commission and incorporated herein by  reference.                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2        |       | Articles of Amendment  to the Articles of Incorporation of the Company filed as Exhibit 3.1 to  the Company’s Form 8-K filed with the Securities and Exchange Commission  on June 9, 2008, and incorporated herein by reference.                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3        |       | Amended and Restated  Bylaws of the Company dated March 28, 2008, filed as Exhibit 3.1 to  the Company’s Form 8-K filed with the Securities and Exchange Commission  on April 3, 2008, and incorporated herein by reference*.*                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1        |       | Form of  Registration Rights Amendment, dated as of September 7, 2007, by and  among the Company and certain purchasers named therein, filed as  Exhibit 4.1 to the Company’s Form 10-QSB/A for the quarterly period  ended September 30, 2007, filed with the Securities and Exchange  Commission on May 5, 2008, and incorporated herein by reference. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2        |       | Form of Amendment  Number One to Registration Rights Agreement, dated as of April 30, 2008,  by and among the Company and certain purchasers named therein, filed as  Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and  Exchange Commission on May 5, 2008, and incorporated herein by  reference.                                         |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3        |       | Form of Securities  Purchase and Subscription Agreement, dated as of September 7, 2007, by  and among the Company and certain purchasers named therein, filed as  Exhibit 10.1 to the Company’s Form 8-K filed with the Securities  and Exchange Commission on September 11, 2007, and incorporated herein  by reference.                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4        |       | Statement of Resolution  Establishing Series A 10% Convertible Preferred Stock of the Company,  filed as Exhibit 10.3 to the Company’s Form 8-K filed with the  Securities and Exchange Commission on September 11, 2007, and  incorporated herein by reference.                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5        |       | Form of Warrant  Agreement and Warrant Certificate dated as of September 7, 2007, filed  as Exhibit 10.4 to the Company’s Form 8-K filed with the Securities  and Exchange Commission on September 11, 2007, and incorporated herein  by reference.                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.6        |       | Statement of Resolution  Regarding Series of Preferred Stock of the Company dated  November 9, 2007, filed as Exhibit 4.6 to the Company’s  Form 10-Q for the quarterly period ended June 30, 2008, filed with  the Securities and Exchange Commission on August 13, 2008, and  incorporated herein by reference.                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.7        |       | Statement of Resolution  Regarding Series of Preferred Stock of the Company, filed as  Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and  Exchange Commission on May 21, 2008, and incorporated herein by  reference.                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.1*      |       | Certification of the  Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.2*      |       | Certification of the  Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 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.                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.2*      |       | Certification of the  Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                          |

 

----

*filed herewith

 

23

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

|                       |   | **CHASE PACKAGING CORPORATION** |
|----------------------------|--------|---------------------------------|
|                       |   |                            |   |
|                       |   |                            |   |
|                       |   |                            |   |
| Date: March 30,  2009 |   | By:                             | /s/ Allen T. McInnes |
|                       |   |                            | Allen T. McInnes |
|                       |   |                            | Chairman of the Board,  President and Treasurer |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 

 

| Date: March 30,  2009 |   | By:    | /s/ Allen T. McInnes                             |
|----------------------------|--------|--------|--------------------------------------------------|
|                       |   |   | Allen T. McInnes                                 |
|                       |   |   | Chairman of the Board,  President and Treasurer  |
|                       |   |   |                                             |
|                       |   |   |                                             |
| Date: March 30,  2009 |   | By:    | /s/ Ann C.W. Green                               |
|                       |   |   | Ann C. W. Green                                  |
|                       |   |   | Chief Financial Officer  and Assistant Secretary |
|                       |   |   |                                             |
|                       |   |   |                                             |
| Date: March 30,  2009 |   | By:    | /s/ Herbert M. Gardner                           |
|                       |   |   | Herbert M. Gardner                               |
|                       |   |   | Vice President and  Director                     |
|                       |   |   |                                             |
|                       |   |   |                                             |
| Date: March 30,  2009 |   | By:    | /s/ William J. Barrett                           |
|                       |   |   | William J. Barrett                               |
|                       |   |   | Secretary and Director                           |
|                       |   |   |                                             |
|                       |   |   |                                             |
| Date: March 30,  2009 |   | By:    | /s/ Edward L. Flynn                              |
|                       |   |   | Edward L. Flynn                                  |
|                       |   |   | Director                                         |

 

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