SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **FORM
10-KSB**
 
 ANNUAL
REPORT UNDER SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31,
      2004
    Commission File Number
    0-21609
 
 
 **CHASE
PACKAGING CORPORATION**
 (Exact
name of registrant as specified in its charter)
 Texas
    93-1216127(State
      or other jurisdiction of
    (I.R.S.
      Employer Identification No.)incorporation
      or organization)636
      River RoadFairhaven,
      NJ
    07704(Address
      of principal executive offices)
    (Zip
      Code)
 Registrant's
telephone number, including area code: 732-741-1500
 Securities
registered pursuant to Section 12 (b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, $.10 par value (Title
of Class)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrants’ knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
 
 Issuers
revenues for the most recent fiscal year - $
N/A
 The
aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 2004 was $ N/A
 
 Indicate
by check mark whether the registrant has filed all documents and reports
required by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes X N
 
 As of
December 31, 2004, the registrant had outstanding 8,627,275 shares of Common
Stock ($.10 par value)
   
 
 **PART
I**
 
  **ITEM
1. DESCRIPTION OF BUSINESS.**
 
 Chase
Packaging Corporation ("Chase" or the "Company"), is a Texas corporation which
was engaged in the specialty packaging business, primarily as a supplier of
packaging products to the agricultural industry. During 1997, the Company
commenced an orderly liquidation of its assets as described below.
 
 
 **History**
 
 Chase
Packaging Corporation (the "Company") was established in July of 1993 as a
wholly owned subsidiary of TGC Industries, Inc. ("TGC") of Plano, Texas. On July
30, 1993, the Company purchased certain assets of Union Camp Corporation's Chase
Packaging division ("Chase Bag"), for a purchase price of approximately $6.14
million. The assets purchased included substantially all of the business of
weaving and constructing Saxolin ® paper
mesh and polypropylene plastic mesh bagging material for agricultural and
industrial applications and substantially all of the properties related to Chase
Bag. The properties acquired by Chase consisted of Union Camp's plant facilities
located in Portland, Oregon, and Idaho Falls, Idaho, and all machinery,
equipment, and inventories connected with these facilities.
 
 The
Company had experienced losses for the past years, and the Company's secured
lender decided not to renew the Company's operating line of credit. The
Company's Board of Directors therefore determined that it was in the best
interest of the Company and all of its creditors to liquidate in an orderly
fashion.
 
 Effective
July 21, 1997, the Company sold its operations at Idaho Falls, Idaho, to
Lockwood Packing Corporation ("Lockwood"), as a going concern. The assets sold
included substantially all of the Company's equipment, furniture, fixtures, and
other assets located in the Idaho Falls, Idaho facility for a total of $75,000.
In addition, the Company sold inventory from the Idaho Falls operation to
Lockwood for $255,000. The proceeds from these sales were used to pay down the
Company's loan balance with its bank.
 
 On July
25, 1997, the Company notified its creditors by mail that the Company would
begin an orderly liquidation of all of its remaining assets outside of a formal
bankruptcy or receivership proceeding in a manner which is intended to maximize
the asset values. The Company retained the firm of Edward Hostmann, Inc. to
assist the Company in such liquidation.
 
 The Board
of Directors is currently devoting its efforts to establishing a new business
and accordingly, the Company is being treated as a development stage company, in
accordance with Statement of Financial Accounting Standards No. 7,
effective January 1, 1999.
 
  **ITEM
2. DESCRIPTION OF PROPERTY.**
 
 None.
  **ITEM
3. LEGAL PROCEEDINGS.**
 
 None.
  2
  **ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
 
 No
matters were submitted by the Company during the fourth quarter of the fiscal
year ended December 31, 2004 to a vote of the Company's security holders,
through the solicitation of proxies or otherwise.
 
 
 **PART
II**
 
 **ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.**
 
 The
Company's Common Stock was eligible to commence trading under the symbol "CPKA"
on March 10, 1997 and the first trade occurred on March 10, 1997, at $.04 per
share. The number of shareholders of record as of December 31, 2004 was not
known. As a result of the events detailed above, the Company’s securities trade
on an extremely limited basis.
 
  **ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION:**
 
 
 The
Company experienced cash losses for many years in spite of numerous infusions of
working capital and an aggressive program of inventory and expense reduction.
During 1997, the Board of Directors determined that an orderly liquidation was
in the best interest of the Company and all of its creditors and retained the
firm of Edward Hostmann, Inc. to assist the Company in such liquidation.
Accordingly, the Company ceased all operations with the close of business on
June 30, 1997.
 
 As part
of the liquidation process, effective July 21, 1997, the Company sold most of
its assets in Idaho Falls, Idaho (excluding real estate) to Lockwood Packaging
Corporation for $330,000. The Company also sold the Idaho Falls real estate
(land and building). During July and August of 1997 Chase sold most of its
inventory in Portland to other packaging companies. The Company also sold its
band label extruder for $125,000 with remaining inventory and machinery and
equipment sold at an August 14 auction for gross proceeds of approximately
$340,000. As of December 31, 1997, the Company had completed the liquidation of
all of its assets.
 
 Effective
January 1, 1999, the Board of Directors has been devoting its efforts to
establishing a new business and accordingly, the Company is being treated as a
development stage company, in accordance with Statement of Financial Accounting
Standards No. 7, as of that date. The Company continues to pay for minor
administrative expenses and is generating interest income on its remaining cash
balance.
 
 As a
result of the sale of common shares in a private placement and the exercise of
common stock purchase warrants during the last quarter of 2001 as well as
additional capital contributions and loan proceeds during 2002, 2003 and 2004
the Company’s cash balance as of December 31, 2004 was $734.
 
   3
   **ITEM
7. FINANCIAL STATEMENTS.**
 
 **CHASE
PACKAGING CORPORATION**
 **FOR
THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
 
 
 
 **-
INDEX TO FINANCIAL STATEMENTS -**
 
 Report
      of Independent Registered Public Accounting Firm
    F-2Financial
      Statements:Balance
      sheets
    F-3Statements
      of Operations
    F-4Statements
      of Shareholders’ Equity
    F-5Statements
      of Cash Flows
    F-6Notes
      to Financial Statements.
    F-7
 
  F-1
  **REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 To The
Shareholders
 Chase
Packaging Corporation
 
 
 
 We have
audited the accompanying balance sheets of Chase Packaging Corporation (A
Development Stage Company) as of December 31, 2004 and 2003 and the related
statements of operations, shareholders’ equity (deficit) and cash flows for each
of the two years ended December 31, 2004 and 2003 and the development stage
period (from January 1, 1999 to December 31, 2004). These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Chase Packaging Corporation as of
December 31, 2004 and 2003, and the results of its operations and its cash flows
for each of the years ended December 31, 2004 and 2003 and for development stage
period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 the Company’s recurring
losses from operations and its dependency on future financing raise substantial
doubt about its ability to continue as a going concern. Management’s plans
concerning these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
 
 
 **LAZAR
LEVINE & FELIX LLP**
 
 
 New York,
New York
 March 14,
2005
 
   F-2
   **CHASE
PACKAGING CORPORATION**
 **(A
Development Stage Company)**
 **BALANCE
SHEETS**
 **AS
OF DECEMBER 31, 2004 AND 2003**
 
 
 
 **2004**
    
    2003**-
      ASSETS -****CURRENT
      ASSETS:**Cash
      and cash equivalents
    
    **$******
    ******734**
    
    $
    1,074**TOTAL
      ASSETS**
    
    **$******
    ******734**
    
    $
    1,074**-
      LIABILITIES AND SHAREHOLDERS' (DEFICIT) -****CURRENT
      LIABILITIES:**Accrued
      expenses
    
    **$******
    ******11,905**
    
    $
    25,982**TOTAL
      CURRENT LIABILITIES**
    
    
    **11,905**
    
    
    25,982**CONVERTIBLE
      NOTES PAYABLE**
    
    
    **12,500**
    
    
    -**COMMITMENTS
      AND CONTINGENCIES****SHAREHOLDERS'
      (DEFICIT):**Preferred
      stock $1.00 par value; 4,000,000 shares authorized
    
    
    **-**
    
    
    -Common
      stock $.10 par value, 25,000,000 shares authorized, 8,627,275 shares
      issued and outstanding
    
    
    **862,728**
    
    
    862,728Additional
      paid-in capital
    
    
    **2,757,275**
    
    
    2,757,275Common
      stock subscribed
    
    
    **8,000**
    
    
    8,000Accumulated
      deficit
    
    
    **(3,626,121**
    **)**
    
    (3,626,121
    )Deficit
      accumulated during the development stage
    
    
    **(25,553**
    **)**
    
    (26,790
    )**(23,671**
    **)**
    
    (24,908
    )**$******
    ******734**
    
    $
    1,074
 
 
 
   See notes
to financial statements.
 
 F-3
   **CHASE
PACKAGING CORPORATION**
 **(A
Development Stage Company)**
 **STATEMENTS
OF OPERATIONS**
 
 
 
 **Cumulative**
      **During
      the Development Stage (January 1, 1999 to**
    
    **For
      the Year Ended**
      **December
      31,****December
      31, 2004**
    
    **2004**
    
    2003**NET
      SALES**
    
    **$******
    ******-**
    
    **$******
    ******-**
    
    $
    -**COSTS
      AND EXPENSES:**General
      and administrative expense
    
    
    **33,703**
    
    
    **5,850**
    
    
    8,255Reversal
      of over-accrued expenses
    
    
    **(7,077**
    **)**
    
    **(7,077**
    **)**
    
    -Interest
      income
    
    
    **(1,073**
    **)**
    
    **(10**
    **)**
    
    (34
    )**25,553**
    
    
    **(1,237**
    **)**
    
    8,221**INCOME
      (LOSS) BEFORE INCOME TAXES**
    
    
    **(25,553**
    **)**
    
    **1,237**
    
    
    (8,221
    )Provision
      for income taxes
    
    
    **-**
    
    
    **-**
    
    
    -**NET
      INCOME (LOSS)**
    
    **$******
    ******(25,553**
    ******)**
    **$******
    ******1,237**
    
    $
    (8,221
    )**INCOME
      (LOSS) PER SHARE**
    
    **$******
    ******-**
    
    **$******
    ******-**
    
    $
    -
 
 
   See notes
to financial statements.
 
 F-4
   **CHASE
PACKAGING CORPORATION**
 **(A
Development Stage Company)**
 **STATEMENT
OF SHAREHOLDERS’ DEFICIT**
 
 
 
 
 **Common
      Stock**
    
    **Additional
      Paid-in**
    
    **Common
      Stock**
    
    **Accumulated**
    
    **Deficit
      Accumulated During the Development****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
    )
    
    -
    
    
    -
    
    
    -
    
    
    5,500Net
      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
    
    
    -
    
    
    -
    
    
    8,000Net
      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**
    ******)**
 
 
   See notes
to financial statements.
 
 F-5
   **CHASE
PACKAGING CORPORATION**
 **(A
Development Stage Company)**
 **STATEMENTS
OF CASH FLOWS**
 **Cumulative**
      **During
      the Development Stage (January 1, 1999 to**
    
    **For
      The Year Ended****December
      31,****December
      31, 2004)**
    
    **2004**
    
    2003**INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS****CASH
      FLOWS FROM OPERATING ACTIVITIES:**Net
      loss
    
    **$******
    ******(25,553**
    ******)**
    **$******
    ******1,237**
    
    $
    (8,221
    )**Change
      in assets and liabilities:**Accrued
      expenses
    
    
    **(11,374**
    **)**
    
    **(14,077**
    **)**
    
    1,195**Net
      cash (used in) operating activities**
    
    
    **(36,927**
    **)**
    
    **(12,840**
    **)**
    
    (7,026
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES**
    
    
    **-**
    
    
    **-**
    
    
    -**CASH
      FLOWS FROM FINANCING ACTIVITIES**Proceeds
      from convertible debt
    
    
    **12,500**
    
    
    12,500
    
    
    -Proceeds
      from private placement/exercise of stock warrants
    
    
    **5,500**
    
    
    -
    
    
    -Capital
      contributions
    
    
    **8,000**
    
    
    -
    
    
    -**Net
      cash provided by financing activities**
    
    
    **26,000**
    
    
    **12,500**
    
    
    -**NET
      (DECREASE) IN CASH EQUIVALENTS**
    
    
    **(10,927**
    **)**
    
    **(340**
    **)**
    
    (7,026
    )Cash
      and cash equivalents, at beginning of period
    
    
    **11,661**
    
    
    **1,074**
    
    
    8,100**CASH
      AND CASH EQUIVALENTS, END OF PERIOD**
    
    **$******
    ******734**
    
    **$******
    ******734**
    
    $
    1,074
 
 
   See notes
to financial statements.
 
 F-6
   
 **CHASE
PACKAGING CORPORATION**
 **(A
Development Stage Company)**
 **NOTES
TO FINANCIAL STATEMENTS**
 **DECEMBER
31, 2004 AND 2003**
 
 
 **NOTE
      1 -**
    **DESCRIPTION
      OF COMPANY / GOING CONCERN:**
 
 Chase
Packaging Corporation (“the Company”), a Texas Corporation, manufactured woven
paper mesh for industrial applications, polypropylene mesh fabric bags for
agricultural use and distributed agricultural packaging manufactured by other
companies. The company was a wholly-owned subsidiary of TGC Industries, Inc.
(TGC) through July 31, 1996.
 
 The
Company had experienced losses for many years, and the Company’s secured lender
decided not to renew the Company’s operating line of credit. As a result, the
Company’s Board of Directors determined that it was in the best interest of the
Company and all of its creditors to liquidate in an orderly fashion.
 
 On June
25, 1997, the Company announced to employees and creditors that it would begin
an orderly liquidation of all its assets beginning at the close of business on
June 30, 1997. On July 25, 1997, the Company notified its creditors by mail that
it would commence with an orderly liquidation of all its remaining assets
outside of a formal bankruptcy or receivership proceeding in a manner intended
to maximize asset values. Liquidation of the Company’s assets was completed as
of December 31, 1997.
 
 The Board
of Directors began devoting its efforts to establishing a new business and
accordingly, the Company is being treated as a development stage company, in
accordance with Statement of Financial Accounting Standards No. 7, effective
January 1, 1999.
 
 These
financial statements have been presented on the basis that the Company is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As discussed earlier, the
Company is in the development stage, has no business operations of its own and
has no sources of revenue. Further,
as of December 31, 2004, the Company has negative working capital of $11,171, an
accumulated deficit of $3,651,674 ($25,553 realized during the development stage
period from January 1, 1999 to December 31, 2004) and a total shareholders’
deficit of $23,671, all of which raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 Managements’
plans for the Company include securing a merger or acquisition, raising
additional capital and other strategies designed to optimize shareholder value.
However, no assurance can be given that management will be successful in its
efforts. The failure to achieve these plans will have a material adverse effect
on the Company’s financial position, results of operations and ability to
continue as a going concern.
 
 
 **NOTE
2 -**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:**
 
 The
Company’s accounting policies are in accordance with accounting policies
generally accepted in the United States of America. Outlined below are those
policies which are considered particularly significant.
 
 
 
   F-7
   
 **CHASE
PACKAGING CORPORATION**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **NOTES
TO FINANCIAL STATEMENTS**
 **DECEMBER
31, 2004 AND 2003**
 
 
 **NOTE
      2 -**
    **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):**
 ******
 ***(a)***  ***Use
of Estimates:***
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 ***(b)***
    ***Income
      Taxes:***
 
 The asset
and liability method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized for operating loss and tax
credit carry forwards and for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is recorded to reduce
the carrying amounts of deferred tax assets unless it is more likely than not
that such assets will be realized.
 
 ***(c)***  ***Loss
Per Common Share:***
 
 Loss per
common share was calculated by dividing the net loss by the weighted average
number of shares outstanding for each period presented.
 
 
 **NOTE
3 -**  **INCOME
TAXES:**
 
 **2004**
    
    2003Deferred
      tax assets and liabilities consist of the following:**Deferred
      tax assets:**Net
      operating loss carry forwards
    
    **$******
    ******1,120,000**
    
    $
    1,120,000Less
      valuation allowance
    
    
    **(1,120,000******
    ******)**
    
    (1,120,000
    )****
    
    $
    -
    
    $
    -
 
 At
December 31, 2004, Chase had approximately $3,300,000 of net operating loss
carry forwards (“NOL’s”) available which expires in years beginning in 2011. The
benefits of these NOL’s may be substantially reduced in the future if the
Company is successful in establishing a new business.
 
 
   F-8
   
 **CHASE
PACKAGING CORPORATION**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **NOTES
TO FINANCIAL STATEMENTS**
 **DECEMBER
31, 2004 AND 2003**
 
 
 **NOTE
4 -**  **CONVERTIBLE
DEBT / SHAREHOLDERS’ EQUITY / STOCK OPTIONS:**
 
 In July
2002, the Company received $8,000 as payment for 800,000 shares of common stock.
Such shares have not been issued as of the filing of this report.
 
 During
the 2004 third quarter, the Company issued $12,500 of 5% Convertible Notes due
2006 and received proceeds of $12,500. The investors were directors and an
officer of the Company. The Notes are convertible into common stock at $0.01 or
par value (currently $0.10 per share) whichever is greater. The Company and the
Note Holder(s) have the option to mutually extend the term of the Note(s) if the
par value has not been reduced to $0.01. If the Notes are converted at par
greater than $0.01, then the Note Holder(s) will, upon conversion, receive a
Unit consisting of one share of common stock and a 10-year warrant exercisable
at the then par value of the common stock. Interest will accrue and be paid at
maturity and, if unpaid, added to principal at the time of
conversion.
 
 On July
10, 1996, the Company's Board of Directors and then sole shareholder approved
and adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan
will terminate on July 10, 2006, or on such earlier date as the Board of
Directors may determine. No stock options have been granted since January 1,
1999 and any previously granted stock options have since expired,
unexercised.
 
 
 
   F-9
   **ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.**
 
 None.
 
 
 **ITEM
8A. CONTROLS AND PROCEDURES.**
 
 (a)
Evaluation of Disclosure Controls and Procedures.
 
 As of
December 31, 2004, we carried out an evaluation, under the supervision of Ann W.
Green our sole Principal Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rule 13a-14
of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure
controls and procedures are designed to insure that information required to be
disclosed by a company in the reports that it files under the Exchange Act is
recorded, processed, summarized and reported within required time periods
specified by the SEC's rules and forms. Based upon that evaluation, the
Principal Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting management to material information
relating to the company required to be included in the company's period SEC
filings.
 
 (b)
Changes in Internal Control.
 
 Subsequent
to the date of such evaluation as described in subparagraph (a) above, there
were no significant changes in our internal controls or other factors that could
significantly affect these controls, including any corrective action with regard
to significant deficiencies and material weaknesses
 
  **PART
III**
  
 **ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.**
 
 The Board
of Directors of the Company consists of three persons who will serve until the
next annual meeting of shareholders of the Company. The following table sets
forth certain information concerning the individuals serving as Directors of the
Company:
 
 Name
      and Age
    Date
      Since Which Continuously a Director of the Company
    Business
      Experience and Other DirectorshipsAllen
      T. McInnes, 66
    1993
    Currently
      Dean of the Business School of Texas Tech University; Chairman of the
      Board of TGC Industries, Inc. since 1993 and Chief Executive Officer from
      August, 1993 to March 31, 1996; Executive Vice President and Director of
      Tenneco, Inc. 1960-1992; Director of TETRA Technologies since April 1,
      1996Herbert
      M. Gardner, 65
    2001
    Executive
      Vice President and Treasurer of Barrett-Gardner Associates, Inc., an
      investment banking firm; Director of Co-Active Marketing Group, Inc., a
      marketing and sales promotion company; Director of Nu Horizons Electronics
      Corp., an electronic component distributor; Chairman of the Board and
      Director of Supreme Industries, Inc., a manufacturer of specialized truck
      bodies and shuttle buses, since 1979 and President since 1992; Director of
      TGC Industries, a seismic services company; Director of Rumson-Fair Haven
      Bank and Trust Company, a New Jersey state independent, commercial bank
      and trust company.William
      J. Barrett, 65
    2001
    President
      of Barrett-Gardner Associates, Inc., an investment banking firm; Director
      of Supreme Industries, Inc., a specialized manufacturer of truck bodies
      and shuttle buses; Director of TGC Industries, Inc., a seismic services
      company; Chairman of the Board of Rumson-Fair Haven Bank and Trust
      Company, a New Jersey state independent, commercial bank and trust
      company.
 
 Unaffiliated
Directors of the Company are not paid fees, but will be reimbursed for expenses
in connection with meetings of the Board of Directors attended by
them.
 
 4
 ****
 **Executive
Officers**
 
 The
following table sets forth certain information concerning the persons who serve
as executive officers of the Company, and will continue to serve in such
positions, as the discretion of the Board of Directors. For those persons who
are also Directors of the Company, additional information appears
above.
 
 Name
    Age
    PositionAllen
      T. McInnes
    65
    Chairman,
      President
 
 
 To the
best of the Company's knowledge all directors, executive officers, and
beneficial owners have complied with the requirements of Section 16(a) of the
Exchange Act.
 
 
 **ITEM
10. EXECUTIVE COMPENSATION.**
 
 No
compensation has been paid by the Company to any officer during the past 3
years.
 
 **1996
Stock Option Plan**
 
 On July
10, 1996, the Company's Board of Directors and sole shareholder approved and
adopted the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan will
terminate on July 10, 2006, or on such earlier date as the Board of Directors
may determine.
 
 
   5
   
 **ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.**
 
 The
following table sets forth the names of those persons known to Management to be
beneficial owners of more than five percent of the Company's $.10 par value
Common Stock as of December 31, 2004. The table also sets forth information with
respect to the Company's Common Stock which is beneficially owned by each
director and executive officer of the Company, and by all directors and officers
of the Company as a group, as of December 31, 2004 (including shares
beneficially owned by such persons, pursuant to the rules of beneficial
ownership, as a result of the ownership of certain warrants or options)
according to data furnished by the persons named. Persons having direct
beneficial ownership of the Company's Common Stock possess the sole voting and
dispositive power in regard to such stock.
 
 Name
      and address
    Title
      of Class
    Amount
      and Nature of
      Beneficial
      Owner
    Approximate
      Percentage
      of
      Class(1)Allen
      T. McInnes
    Common
    1,318,954
    16.22%Herbert
      M. Gardner
    Common
    911,083(2)
    11.20%William
      J. Barrett
    Common
    1,035,060(3)
    12.73%Special
      Situations Funds(4)
      153
      E. 53rd Street, 51st Fl.
      New
      York, NY 10022
    Common
    789,165
    9.70%All
      directors & officers as a group
      (3
      persons)
    Common
    3,265,097(5)
      (6)
    40.15%
 
 
 (1) The
percentage calculations have been made in accordance with Rule 13d- 3(d) (1)
promulgated under the Securities Exchange Act of 1934.
  (2) Excludes
78,590 shares of Common Stock owned by Herbert M. Gardner's wife. Mr. Gardner
has disclaimed beneficial ownership of these shares.
 
 (3) Excludes
119,345 shares of Common Stock owned by William J. Barrett's wife. Mr. Barrett
has disclaimed beneficial ownership of these shares.
 
 (4) MGP
Advisors Limited Partnership ("MGP") is the general partner of Special
Situations Funds ("Special Situations"). AWM Investment Company, Inc. ("AWM") is
the sole general partner of MGP. Austin W. Marxe is the principal limited
partner of MGP and is the President and Chief Executive Officer of
AWM.
 
 (5) Excludes
800,000 shares of Common Stock issuable pursuant to $8,000 received in July
2002.
 
 (6) Excludes
1,250,000 shares of Common Stock issuable pursuant to the conversion of $12,500
of 5% Convertible Notes due 2006. and 1.250,000 shares of common stock
underlying Warrants issuable upon conversion of the 5%Convertible
Notes.
 
 
 
 **ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**
 
 To the
best of the Company's knowledge there have been no transactions with management
or other related parties to which the Company has been a party.
 
 
   6
   **ITEM
13. EXHIBITS**
 
 **(a)**
    **Exhibits**
 Exhibit
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 Exhibit
31.2 Certification of the Principal Financial and Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
 Exhibit
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 Exhibit
32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
  7
  
 **SIGNATURES**
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
   **CHASE PACKAGING
      CORPORATION**Date: March 31,
2005
    By:
    /s/ Ann W. GreenAssistant SecretaryPrincipal
      Financial and Accounting Officer
   8