**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB/A**

**Amendment No. 1**

 

**ANNUAL REPORT UNDER SECTION 13OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF1934**

 
| **For  the fiscal year ended December 31, 2007** | **Commission  File Number 0-21609** |
|-------------------------------------------------------|-------------------------------------|

 

**CHASEPACKAGING CORPORATION**

(Exact name of registrant asspecified in its charter)

 

| **Texas**                       | ** ** | **93-1216127**                       |
|---------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer Identification No.) |
| incorporation or organization)  |       |                                 |

 

**636River Road**

**FairHaven, NJ  07704**

(Addressof principal executive offices) (Zip Code)

 

**(732)741-1500**

(Issuer’stelephone number, including area code)

 

Securitiesregistered pursuant to Section 12 (b) of the Act:  **None**

 

Securitiesregistered pursuant to Section 12 (g) of the Act:  **Common Stock, $.10 par value**

 

Checkwhether the issuer is not required to file reports pursuant to Section 13or 15(d) of the Exchange Act.   o

 

Check whether the Issuer (1) filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x No £

 

Check if there is no disclosure of delinquent filers in response to Item405 of Regulation S-B contained in this form and no disclosure will becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB. x

 

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

Yes x  No o

 

Issuer’s revenues for the most recent fiscal year - $0

The aggregate market value of voting and non-voting common stock heldby non-affiliates of the registrant as of March 28, 2008 was $1,761,522.

 

Asof March 28, 2008, the registrant had outstanding 15,536,275 shares ofCommon Stock ($.10 par value).

 

 

 

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**EXPLANATORYNOTE**

 

Chase Packaging Corporation(the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-KSB,initially filed with the Securities and Exchange Commission on March 31,2008 (the “Original Filing”) to amend and restate in its entirety Item 8A ofthe Original Filing, entitled “Controls and Procedures.”  No other changes are being made to theOriginal Filing.

 

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**ITEM 8A. 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 officer, we conducted anevaluation of the effectiveness of the design and operation of our disclosurecontrols and procedures, as defined in Rules 13a-15(e) and 15d-15(e) underthe Securities Act of 1934, as of the end of the period covered by thisreport.  Based on this evaluation, ourprincipal executive officer and principal financial officer concluded that, asof the period covered by this report, our disclosure controls and procedureswere effective to provide reasonable assurance that the information required tobe included in our Securities and Exchange Commission (“SEC”) reports isrecorded, processed, summarized and reported within the time periods specifiedin SEC rules and forms.

 

(b) Changesin Internal Controls over Financial 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’s Annual Report on Internal Control over FinancialReporting**

** **

Ourmanagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting. Internal control over financial reporting is a process designed by, orunder the supervision of, the principal executive officer, principal financialofficer, and the Company’s vice president, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles.

 

Ourevaluation of internal control over financial reporting includes using the COSOframework, an integrated framework for the evaluation of internal controlsissued by the Committee of Sponsoring Organizations of the Treadway Commission,to identify the risks and control objectives related to the evaluation of ourcontrol environment.  As a developmentstage company with no revenues and limited operations, we have only oneemployee who performs all of the financialand bookkeeping activities.  However, theCompany overcomes this deficiency by using an alternative control of having thefinancial and bookkeeping activities of this single employee overseen by theCompany’s principal executive officer and/or the Company’s vice president.

 

Even if it were to be determined that thealternative control referred to in the preceding paragraph was not fullyeffective to overcome such deficiency, management is confident in itsconclusion that such matter does not rise to the level of a “*material weakness*” which is defined by theSEC as “*a deficiency, or a combination ofdeficiencies, in internal control over financial reporting such that there is areasonable possibility that a material misstatement of the registrant’s annualor interim financial statements will not be prevented or detected on a timelybasis*.”  Especially in view ofthe fact that the primary activities of this sole employee consist only ofwriting approximately five to ten checks each month on the Company’s bankaccount and making this information available for purposes of preparation offinancial statements and SEC reports, the oversight of this sole employee’slimited activities by senior officers is deemed effective in preventing anymaterial misstatement of the Company’s annual or interim financial statements.

 

Ourmanagement has concluded that our internal control over financial reporting waseffective as of December 31, 2007.

 

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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 report in this annual report.

 

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**ITEM 13.  EXHIBITS**

 

**Exhibits**

 
| **Exhibit  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                 |       | Bylaws  of the Company filed as Exhibit 3.2 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.                                 |
|                |       |                                                                                                                                                                                                                                                      |
| 31.1*               |       | Certification  of the Principal Executive Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                      |
| 31.2*               |       | Certification  of the Principal Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                        |

 

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*Filed herewith.

 

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**SIGNATURES**

 

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

 
| ** **               | **CHASE  PACKAGING CORPORATION** |
|--------------------------|----------------------------------|
| ** **               | ** **                       | ** ** |
| ** **               | ** **                       | ** ** |
| Date: July 22, 2008 | By:                              | /s/ Allen T. McInnes |
|                     |                             | Allen  T. McInnes |
|                     |                             | Chairman  of the Board, President and Treasurer |

 

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