SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-21609

CHASE PACKAGING CORPORATION

(Exact name of registrant as specified in its charter)

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

636 River Road, Fair Haven, New Jersey 07704

(Address of principal executive offices) (Zip Code)

(732) 741-1500

(Registrant’s telephone number, including area code)

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 o

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

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

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES x NO o

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

Class		Outstanding at ~~August 1,~~November 4, 2008
Common Stock, par value $.10 per share		15,536,275 shares

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- INDEX -

		Page(s)

PART I	Financial Information:

ITEM 1	Financial Statements:

	Condensed Balance Sheets ~~— June~~– September 30, 2008 (Unaudited) and December 31, 2007	1

	Condensed Statements of Operations (Unaudited) —- Cumulative Period During the Development Stage ~~(January~~ (January 1, 1999 to ~~June~~September 30, 2008) and the ~~Six~~Nine and Three Months Ended ~~June~~September 30, 2008 and 2007	2

	Condensed Statements of Cash Flows (Unaudited) —- Cumulative Period During the Development Stage ~~(January~~ (January 1, 1999 to ~~June~~September 30, 2008) and the ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and 2007	3

	Notes to Interim Condensed Financial Statements (Unaudited)	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	8

ITEM 4T4	Controls and Procedures	89

PART II	Other Information	109

EXHIBITS INDEX		1110

SIGNATURES		1312

EXHIBITS

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED BALANCE SHEETS

- ASSETS -

June 30,

December 31,

2008

2007

(unaudited)

- ASSETS -

CURRENT ASSETS:

Cash and cash equivalents

$
1,904,341

$
1,960,333

TOTAL ASSETS

$
1,904,341

$
1,960,333

- LIABILITIES AND SHAREHOLDERS’ EQUITY -

CURRENT LIABILITIES:

Accrued expenses

$
31,364

$
18,607

TOTAL CURRENT LIABILITIES

31,364

18,607

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:

Preferred Stock $1.00 par value; 4,000,000 authorized:
Series A 10% Convertible; 50,000 authorized;
14,812 and 13,818 shares issued and outstanding, respectively

14,812

13,818

Common stock, $.10 par value, 200,000,000 authorized;
15,536,275 shares issued and outstanding

1,553,628

1,553,628

Additional paid-in capital

4,085,030

4,087,515

Accumulated deficit

(3,626,121
)
(3,626,121
)
Deficit accumulated during the development stage

(154,372
)
(87,114
)
TOTAL SHAREHOLDERS’ EQUITY

1,872,977

1,941,726

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$
1,904,341

$
1,960,333

	September 30, 2008		December 31, 2007
	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	1,855,626	$	1,960,333

TOTAL ASSETS	$	1,855,626	$	1,960,333

- LIABILITIES AND SHAREHOLDERS’ EQUITY -

CURRENT LIABILITIES:
Accrued expenses	$	26,321		$	18,607

TOTAL CURRENT LIABILITIES	26,321			18,607

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:
Preferred Stock $1.00 par value; 4,000,000 shares authorized: Series A 10% Convertible; 50,000 shares authorized; 14,812 and 13,818 shares issued and outstanding, respectively	14,812			13,818
Common stock, $.10 par value, 200,000,000 authorized; 15,536,275 shares issued and outstanding	1,553,628			1,553,628
Additional paid-in capital	4,085,030			4,087,515
Accumulated deficit	(3,626,121		)	(3,626,121		)
Deficit accumulated during the development stage	(198,044		)	(87,114		)
TOTAL SHAREHOLDERS’ EQUITY	1,829,305			1,941,726

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,855,626		$	1,960,333

See notes to interim condensed financial statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Cumulative During the Development Stage (January 1, 1999 to			Six Months Ended June 30,						Three Months Ended June 30,						Cumulative During the Development Stage (January 1, 1999 to September 30,			Nine Months Ended September 30,						Three Months Ended September 30,
	June 30, 2008)			2008			2007			2008			2007			2008)			2008			2007			2008			2007

NET SALES	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—

COSTS AND EXPENSES:
General and administrative expenses	190,073			87,233			14,297			53,636			6,597			241,404			138,564			21,447			51,331			7,150
LOSS FROM OPERATIONS	(190,073		)	(87,233		)	(14,297		)	(53,636		)	(6,597		)	(241,404		)	(138,564		)	(21,447		)	(51,331		)	(7,150		)

OTHER INCOME (EXPENSE)

Interest expense	(8,591		)	—			(1,492		)	—			(794		)	(8,591		)	—			(4,200		)	—			(2,708		)
Interest and other income	44,292			19,975			65			7,857			25			51,951			27,634			6,672			7,658			6,607
TOTAL OTHER INCOME (EXPENSE)	35,701			19,975			(1,427		)	7,857			(769		)	43,360			27,634			2,472			7,658			3,899

LOSS BEFORE INCOME TAXES	(154,372		)	(67,258		)	(15,724		)	(45,779		)	(7,366		)	(198,044		)	(110,930		)	(18,975		)	(43,673		)	(3,251		)

Provision for income taxes	—			—			—			—			—			—			—			—			—			—

NET LOSS	$	(154,372	)	$	(67,258	)	$	(15,724	)	$	(45,779	)	$	(7,366	)	$	(198,044	)	$	(110,930	)	$	(18,975	)	$	(43,673	)	$	(3,251	)

BASIC AND DILUTED LOSS PER COMMON SHARE				$	—		$	—		$	—		$	—					$	—		$	—		$	—		$	—

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED				15,536,275			8,627,275			15,536,275			8,627,275
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED																			15,536,275			9,209,352			15,536,275			10,354,525

See notes to interim condensed financial statements.

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CHASE PACKAGING CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Cumulative During the Development Stage (January 1, 1999 to			Six Months Ended June 30,						Cumulative During the Development Stage (January 1, 1999 to			Nine Months Ended September 30,
	June 30, 2008)			2008			2007			September 30, 2008)			2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(154,372	)	$	(67,258	)	$	(15,724	)	$	(198,044	)	$	(110,930	)	$	(18,975	)

Change in operating assets and liabilities:
Accrued expenses	16,184			12,756			4,045			11,142			7,714			21,287
Net cash utilized by operating activities	(138,188		)	(54,502		)	(11,679		)
Net cash (used in) provided by operating activities										(186,902		)	(103,216		)	2,312

CASH FLOWS FROM INVESTING ACTIVITIES	—			—			—			—			—			—

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from private placement/exercise of stock warrants	5,500			—			—			5,500			—			—
Proceeds from convertible debt	56,500			—			9,500
Conversion of debt into equity										56,500			—			9,500
Capital contribution	8,000			—			—			8,000			—			—
Proceeds from private placement	1,962,358			—			—			1,962,358			—			1,982,030
Cash dividends in lieu of Preferred Stock	(1,490		)	(1,490		)	—
Cash dividends paid on Preferred Stock										(1,491		)	(1,491		)	—
Net cash provided by (used in) financing activities	2,030,868			(1,490		)	9,500			2,030,867			(1,491		)	1,991,530

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,892,680			(55,992		)	(2,179		)	1,843,965			(104,707		)	1,993,842

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD	11,661			1,960,333			2,691			11,661			1,960,333			2,691

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	1,904,341		$	1,904,341		$	512		$	1,855,626		$	1,855,626		$	1,996,533

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	—		$	—		$	—		$	—		$	—		$	—
Income taxes	$	—		$	—		$	—		$	—		$	—		$	—

SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
994 Shares Preferred Stock Series A 10% Convertible — issued as a stock dividend with a fair value of $99,400 and a par value of $994	$	994		$	994		$	—

994 Shares Preferred Stock Series A 10% Convertible – issued as a stock dividend with a fair value of $99,400 and a par value of $994										$	994		$	994		$	—
416 Private Placement Units were issued in exchange for $56,500 of convertible notes plus $5,900 of accrued interest	$	62,400		$	—		$	—		$	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		$	—		$	10,200

See notes to interim condensed financial statements.

CHASE PACKAGING CORPORATION

(A Development Stage Company)

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

JUNESEPTEMBER 30, 2008

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

Chase Packaging Corporation (the “Company”), a Texas Corporation, manufactured woven paper mesh for industrial applications and 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. through July 31, 1996.

The Company had experienced losses for past years, and the Company’s secured lender decided not to renew the Company’s operating line of credit. As a result, the Company’s Board of Directors (the “Board”) 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.

Since January 1, 1999, the Board 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.

Management’s plans for the Company include securing a merger or acquisition, raising additional capital, ~~and~~or 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.

The accompanying interim condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine and three month periods ended ~~June~~September 30, 2008, are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2008. The accompanying interim condensed financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2007.

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NOTE 2 - LOSS PER COMMON SHARE:

Loss per common share, both basic and diluted, was calculated by dividing net loss by the weighted average number of shares outstanding for each reporting period. The diluted loss per share is the same as the basic loss per share because the Company has incurred a net loss in all periods presented. The outstanding common

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stock equivalents, which consist of warrants and convertible preferred stock, that could potentially dilute basic loss per share in the future, and that were not included in diluted loss per share because their effect on the periods presented was antidilutive, were 21,721,000 and ~~1,365,000~~20,727,000 as of ~~June~~September 30, 2008 and 2007, respectively.

NOTE 3 - RECENT ACCOUNTING PRONOUCEMENTS:

The accounting policies followed by the Company are set forth in Note 2 to the Company’s financial statements included in its Annual Report on Form 10-KSB for the year ended December 31, 2007, which is incorporated herein by reference. Specific reference is made to ~~this~~that report for a description of the Company’s securities and the notes to financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and all interim periods within those fiscal years. In February 2008, the FASB released FASB Staff Position (FSP FAS 157-2 —– Effective Date of FASB Statement No. 157) which delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The implementation of SFAS No. 157 for financial assets and liabilities, effective January 1, 2008, did not have an impact on the Company’s financial position and results of operations. The Company is currently evaluating the impact of adoption of this statement on its non-financial assets and liabilities in the first quarter of fiscal 2009.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), Business Combinations, which replaces SFAS NoNo. 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 141 on its financial statements.

In December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in Consolidated Financial Statements-and Amendment of ARB No. 51.” SFAS 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on

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or after December 15, 2008. The adoption of SFAS 160 is not currently expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

In March 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and

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cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact of adopting SFAS. No. 161 on its financial statements.

NOTE 4 - 2007 PRIVATE PLACEMENT UNITS (“UNIT”):

The Company closed a private placement of 13,334 Units on September 7, 2007. Each Unit was sold for $150 and consists of: one share of Series A 10% Convertible Preferred Stock ($100 stated value), convertible into 1,000 shares of Common Stock; 500 shares of Common Stock; and 500 5-year warrants, each of which is exercisable for one share of Common Stock at $0.15 per share. There was no beneficial conversion feature recorded assince the Common Stock was selling for less than $0.10 per share at the time of the closing which approximates fair value. Gross proceeds from the offering were $2,000,100, less approximately $38,000 of offering expenses, resulting in net proceeds of approximately $1,962,000.

Dividends on the Series A Preferred Stock are payable semi-annually in cash or in kind at the discretion of the Board.

NOTE 5 -– DIVIDENDS:

On May 8, 2008, the Company announced that the Board of Directors had declared 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 Preferred Stock owned on that date, payable May 30, 2008. As of May 8, 2008, the Company had 13,818 shares of Series A Preferred Stock outstanding; the total dividend paid consisted of 994 shares of Series A Preferred Stock with a fair value of $99,400 and $1,491 cash in lieu of fractional shares. Due to the absence of Retained Earnings, the cash and $994 par value of Preferred Stock dividend totaling $2,485 was charged against Additional Paid-in Capital.

NOTE 6 - SHAREHOLDERS’ EQUITY:

The Company’s 2008 Stock Awards Plan (the “2008 Plan”) was approved at the Company’s annual meeting of shareholders held on June 3, 2008. The 2008 Plan became effective April 9, 2008 and will terminate on April 8, 2018. Subject to certain adjustments, the number of shares of Common Stock that may be issued pursuant to awards under the 2008 Plan is 2,000,000 shares. A maximum of 80,000 shares may be granted in any one year in ~~the~~any form ~~of any award~~ to any one participant, of which a maximum of (i) 50,000 shares may be granted to a participant in the form of stock options and (ii) 30,000 shares may be granted to a participant in the form of Common Stock or restricted stock. The 2008 Plan will be administered by a committee of the Board of Directors. Employees, including any employee who is also a director or an officer, consultants, and outside directors of the Company are eligible to participate in the 2008 Plan. As of ~~June~~September 30, 2008 no options ~~were~~had been issued under the 2008 Plan.

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

Forward-Looking Statements

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

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

Results of Operations

During the quarter ended ~~June~~September 30, 2008, the Company had no operations and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents. General and administrative expenses for the ~~six-month~~nine-month and three-month periods ending ~~June~~September 30, 2008 were ~~$87,233~~$138,564 and ~~$53,636,~~$51,331, respectively, compared to ~~$14,297~~$21,447 and ~~$6,597~~$7,150 for the comparable periods of 2007; the increases of ~~$72,936~~$117,117 and ~~$47,039~~$44,181 were primarily due to increased professional ~~fees.~~fees and salaries. The Company had interest income of ~~$19,975~~$27,634 and a net loss of ~~$67,258~~$110,930 during the ~~six-month~~nine-month period ended ~~June~~September 30, 2008, compared with interest income of ~~$65~~$6,672 and a net loss of ~~$15,724~~$18,975 during the comparable period of 2007. The Company had interest income of ~~$7,857~~$7,658 and a net loss of ~~$45,779~~$43,673 during the three-month period ended ~~June~~September 30, 2008, compared with interest income of ~~$25~~$6,607 and a net loss of ~~$7,366~~$3,251 during the comparable period of 2007. The interest income increases were due to interest earned on cash balances invested in cash equivalents.

Commencing November 1, 2007, the Company’s Board agreed to pay the Company’s Chief Financial Officer an annual salary of $17,000. No other officers or directors of the Company receive compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.

Due to the closing of a private placement of the Company’s securities in the third quarter 2007, the Company’s cash and cash equivalents balance as of ~~June~~September 30, 2008 was ~~$1,904,341.~~$1,855,626. The proceeds from the 2007 private placement will assist management with its plans to secure a suitable merger partner wishing to go public or attempt to acquire private companies to create investment value for the Company.

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Liquidity and Capital Resources

At ~~June~~September 30, 2008, the Company had cash and cash equivalents of approximately ~~$1,904,000.~~$1,856,000. Cash and cash equivalents consist of cash held in banks and brokerage firms. Working capital at ~~June~~September 30, 2008 was approximately ~~$1,873,000.~~$1,829,000. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next 12 months and for the costs of ~~seeking an acquisition of~~acquiring an operating business.

Net cash ~~of approximately $54,500 and $11,700 were~~ used in ~~operations during~~operating activities amounted to approximately $103,000 for the ~~six-month~~nine-month period ~~ending June~~ended September 30, 2008, and ~~2007, respectively.~~approximately $2,300 for the nine-month period ended September 30, 2007. The increase of approximately ~~$42,800~~$105,500 was due primarily ~~due~~ to ~~professional fees incurred.~~the increase in the net loss.

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

~~The Company recorded $1,490 of cash distributions as cash used by financing activities during~~During the second quarter of ~~2008; $9,500 of~~2008, the Company recorded $1,491 in cash ~~was provided by financing activities during~~dividends paid on preferred stock. During the second quarter of 2007, ~~from~~the Company recorded $9,500 in debt converted into equity.

In September of 2007, approximately $1,982,000 of net proceeds was raised through the sale of ~~convertible debt.~~13,334 units in a private placement offering.

Factors Which May Affect Future Results

Future earnings of the Company are dependent on interest rates earned on the Company’s invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.

Recent Accounting Pronouncements

See Note 3 “Recent Accounting Pronouncements” in the Notes to Financial Statements in Item 1 for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition, which is incorporated herein.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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Item 4.Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

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(b) Changes in Internal Controls over Financial Reporting.

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

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings.

None

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.Defaults upon Senior Securities.

None

Item 4.Submission of Matters to a Vote of Security Holders.

~~The Company’s annual meeting of shareholders was held on June 3, 2008. The following four matters were voted upon and approved by the Company’s shareholders:~~None

~~(1)The shareholders approved the election of the following individuals as directors of the Company:~~

Name

For

Withheld

Allen T. McInnes

24,588,224

92,144

William J. Barrett

24,600,725

79,643

Herbert M. Gardner

24,600,725

79,643

Edward L. Flynn

24,619,807

60,561

~~(2)The shareholders approved, with 24,607,422 affirmative votes, 19,022 negative votes, and 53,924 abstentions, the proposal to increase the authorized shares of Company’s Common Stock to 200,000,000.~~

~~(3)The shareholders approved, with 22,727,695 affirmative votes, 205,419 negative votes, 15,289 abstentions and 1,731,965 broker non-votes, the proposal to adopt the 2008 Stock Awards Plan.~~

~~(4)~~The shareholders approved, with 24,626,199 affirmative votes, 326 negative votes, and 53,923 abstentions, the proposal to ratify the selection of Lazar Levine & Felix LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008.

Item 5.Other Information.

None

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Item 6.Exhibits.~~Exhibits.~~

	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*4.6		Statement of Resolution Regarding Series of Preferred Stock of the Company dated November 9, ~~2007.~~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.

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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.

~~Table of Contents~~


31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2*		Certification of the Principal Financial and Accounting 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 Principal 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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CHASE PACKAGING CORPORATION


Date: ~~August~~November 13, 2008		/s/ Allen T. McInnes

	Allen T. McInnes

	Chairman of the Board, President and Treasurer


Date: ~~August~~November 13, 2008		/s/ Ann W. Green
		Ann C. W. Green
	~~Ann W. Green~~
	Chief Financial Officer and Assistant Secretary

	(Principal Financial and Accounting Officer)

1312

	June 30,			December 31,
	2008			2007
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash and cash equivalents	$	1,904,341		$	1,960,333

TOTAL ASSETS	$	1,904,341		$	1,960,333

- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accrued expenses	$	31,364		$	18,607

TOTAL CURRENT LIABILITIES	31,364			18,607

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:
Preferred Stock $1.00 par value; 4,000,000 authorized: Series A 10% Convertible; 50,000 authorized; 14,812 and 13,818 shares issued and outstanding, respectively	14,812			13,818
Common stock, $.10 par value, 200,000,000 authorized; 15,536,275 shares issued and outstanding	1,553,628			1,553,628
Additional paid-in capital	4,085,030			4,087,515
Accumulated deficit	(3,626,121		)	(3,626,121		)
Deficit accumulated during the development stage	(154,372		)	(87,114		)
TOTAL SHAREHOLDERS’ EQUITY	1,872,977			1,941,726

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,904,341		$	1,960,333

Name	For	Withheld
Allen T. McInnes	24,588,224	92,144
William J. Barrett	24,600,725	79,643
Herbert M. Gardner	24,600,725	79,643
Edward L. Flynn	24,619,807	60,561