Chase Packaging (WHLT) 10-Q 1 Aug 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Aug. 01, 2014
Document And Entity Information	'	'
Entity Registrant Name	'CHASE PACKAGING CORP	'
Entity Central Index Key	'0001025771	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer	'No	'
Is Entity a Voluntary Filer	'No	'
Is Entity's Reporting Status Current	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	15,536,275
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

CONDENSED_BALANCE_SHEETS

CONDENSED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:	'	'
Cash	$1,179,986	$1,221,675
TOTAL ASSETS	1,179,986	1,221,675
CURRENT LIABILITIES:	'	'
Accounts payable and accrued expenses	5,785	14,965
TOTAL CURRENT LIABILITIES	5,785	14,965
COMMITMENTS AND CONTINGENCIES	'	'
STOCKHOLDERS' EQUITY :	'	'
PREFERRED STOCK, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible Preferred stock; 50,000 shares authorized; 24,971 shares issued and outstanding as of March 31, 2014 and December 31, 2013 : liquidation preference of $2,497,100 as of March 31, 2014 and December 31, 2013	2,056,185	2,056,185
Common stock, $.10 par value 200,000,000 shares authorized; 16,033,862 shares issued and 15,536,275 shares outstanding as of March 31, 2014 and December 31, 2013	1,603,387	1,603,387
Treasury Stock, $.10 par value 497,587 shares as of March 31, 2014 and December 31, 2013	-49,759	-49,759
Additional paid-in capital	2,563,645	2,562,577
Accumulated deficit	-3,626,121	-3,626,121
Deficit accumulated during the development stage	-1,373,136	-1,339,559
TOTAL STOCKHOLDERS' EQUITY	1,174,201	1,206,710
TOTAL LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY	$1,179,986	$1,221,675

CONDENSED_BALANCE_SHEETS_Paren

CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Preferred Stock, Par Value	$1	$1
Preferred Stock, Shares Authorized	4,000,000	4,000,000
Common Stock, Par Value	$0.10	$0.10
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	16,033,862	16,033,862
Common Stock, Shares, Outstanding	15,536,275	15,536,275
Treasury Stock, Par Value	$0.10	$0.10
Treasury Stock, Shares	497,587	497,587
Preferred Class A [Member]	'	'
Preferred Stock, Shares Authorized	50,000	50,000
Preferred Stock, Shares Issued	24,971	24,971
Preferred Stock, Shares Outstanding	24,971	24,971
Preferred Stock, Liquidation Preference, Value	$2,497,100	$2,497,100

CONDENSED_STATEMENTS_OF_OPERAT

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		183 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Condensed Statements Of Operations	'	'	'
NET SALES	'	'	'
EXPENSES:	'	'	'
General and administrative expense	33,611	22,070	908,435
LOSS FROM OPERATIONS	-33,611	-22,070	-908,435
OTHER INCOME (EXPENSE)	'	'	'
Interest expense	'	'	-8,591
Interest and other income	34	32	60,218
Change in warrant liability	'	'	130,456
Warrant liability extinguishment from modification of warrants	'	'	9,396
TOTAL OTHER INCOME	34	32	191,479
LOSS BEFORE INCOME TAXES	-33,577	-22,038	-716,956
Provision for income taxes	'	'	'
NET LOSS	-33,577	-22,038	-716,956
Accretion of preferred stock to redemption value	'	'	656,180
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	($33,577)	($22,038)	($1,373,136)
BASIC AND DILUTED LOSS PER COMMON SHARE	$0	$0	'
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED	15,536,275	15,536,275	'

CONDENSED_STATEMENTS_OF_CASH_F

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended		183 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'	'
Net loss	($33,577)	($22,038)	($716,956)
Adjustment to reconcile to net loss to net cash used in operating activities:	'	'	'
Change in warrant liability	'	'	-130,456
Warrant liability extinguishment from modification of warrants	'	'	-9,396
Stock based compensation	1,068	'	7,658
Change in assets and liabilities	'	'	'
Accounts payable and accrued expenses	-9,180	-1,095	-9,393
Net cash used in operating activities	-41,689	-23,133	-858,543
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'	'
Proceeds from convertible debt	'	'	56,500
Proceeds from private placement/exercise of stock warrants	'	'	5,500
Capital contribution	'	'	8,000
Proceeds from private placement	'	'	1,962,358
Cash dividends paid on preferred stock	'	'	-5,490
Net cash provided by financing activities	'	'	2,026,868
NET INCREASE (DECREASE) IN CASH	-41,689	-23,133	1,168,325
Cash, at beginning of period	1,221,675	1,338,356	11,661
CASH, END OF PERIOD	1,179,986	1,315,223	1,179,986
SUPPLEMENTAL CASH FLOW INFORMATION:	'	'	'
Cash paid for: Interest	'	'	8,591
Cash paid for: Income taxes	'	'	'
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:	'	'	'
Accretion of preferred stock to redemption value	'	'	-656,180
Modification on warrants to change to equity	'	'	1,176
Preferred stock issued as stock dividend	'	'	11,154
416 Private Placement Units were issued in exchange for $56,500 of convertible notes plus $5,900 of accrued interest	'	'	62,400
68 Private Placement Units were issued in exchange for $8,000 of stock subscriptions plus $2,200 of accrued interest	'	'	$10,200

CONDENSED_STATEMENTS_OF_CASH_F1

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2014
Condensed Statements Of Cash Flows Parenthetical	'
Private placement units issued for convertible notes	416
Convertible notes	$56,500
Accrued interest on convertible notes	5,900
Private placement units issued for stock subscriptions	68
Stock subscriptions	8,000
Accrued interest on stock subscriptions	$2,200

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 1 - BASIS OF PRESENTATION	'
	Chase Packaging Corporation (“the Company”), a Texas Corporation, previously manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use, and distributed agricultural packaging manufactured by other companies.
	Since January 1, 1999, the Board of Directors of the Company 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 Financial Accounting Standards Board’s (“FASB”) ASC 915.
	Management’s 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.
	The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The Interim Condensed Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC.
	In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of March 31, 2014, results of operations for the three months ended March 31, 2014 and 2013, and cash flows for the three months ended March 31, 2014 and 2013, as applicable, have been made. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
	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-K for the year ended December 31, 2013, which is incorporated herein by reference. Specific reference is made to that report for a description of the Company’s securities and the notes to financial statements.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	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.
	Cash and Cash Equivalents
	The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of March 31, 2014, and December 31, 2013, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $1,180,000 and $1,222,000, respectively.
	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 basis. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized.
	The Company adopted FASB Interpretation of “Accounting for Uncertainty in Income Taxes”. There was no impact on the Company’s financial position, results of operations, or cash flows as a result of implementing this guidance. At March 31, 2014 and December 31, 2013, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company currently has no federal or state tax examinations in progress.

BASIC_AND_DILUTED_NET_LOSS_PER

BASIC AND DILUTED NET LOSS PER COMMON SHARE	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 3 - BASIC AND DILUTED NET LOSS PER COMMON SHARE	'
	Basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the exercise of common stock equivalents.
	We have excluded 32,030,000 and 29,613,000 common stock equivalents (preferred stock and warrants) from the calculation of diluted loss per share for the three months ended March 31, 2014 and 2013, which, if included, would have an antidilutive effect.

RECENT_ACCOUNTING_PRONOUNCEMEN

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS	'
	In June 2014 Accounting Standards Update 2014-10 removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company will adopt this new standard for the year ended December 31, 2014.
	Except as indicated above, the Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

PRIVATE_PLACEMENT_OFFERING

PRIVATE PLACEMENT OFFERING	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 5 - PRIVATE PLACEMENT OFFERING	'
	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 total subscribed amount of $2,000,100. Each Unit consists of: (1) one share of Series A 10% convertible preferred stock, par value $1.00, stated value $100 (the “Preferred Stock”); (2) 500 shares of the Company’s common stock, par value $0.10 (the “Common Stock”); and (3) 500 warrants (the “Warrants”) exercisable into Common Stock on a one-for-one basis. The proceeds of $2,000,100 were allocated to the instruments as follows:
	Warrant liabilities	$	141,027
	Redeemable and Convertible Preferred Stock		1,388,367
	Common Stock		470,706
	Total allocated gross proceeds:	$	2,000,100
	Warrants
	As of March 31, 2014 and 2013, warrants to purchase 6,909,000 shares were outstanding, having exercise prices at $0.15 and an expiration date at September 6, 2014.
		2014						2013
		Number of			Weighted average exercise price			Number of			Weighted average exercise price
		warrants						warrants
	Balance at January 1		6,909,000		$	0.15			6,909,000		$	0.15
	Issued during the period		-		$	-			-		$	-
	Exercised during the period		-		$	-			-		$	-
	Expired during the period		-		$	-			-		$	-
	Balance at March 31		6,909,000		$	0.15			6,909,000		$	0.15
	As of March 31, 2014 and December 31, 2013, the average remaining contractual life of the outstanding warrants was 0.44 year and 0.68 year, respectively.
	The warrants, which were issued to investors in the September 7, 2007, private placement offering, contained a provision for net cash settlement in the event that there was a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer, or share exchange). If a fundamental transaction occurred in which the consideration issued consisted principally of cash or stock in a non-public company, then the warrant holder had the option to receive cash, equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent redemption provision, the warrants required liability classification in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) and were recorded at fair value. In addition, these warrants were not indexed to the Company’s stock, and therefore also required liability classification under ASC 815, “Derivatives and Hedging,” (ASC 815).
	ASC 820 provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for warrants are determined using the Binomial Lattice valuation technique. The Binomial Lattice valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to maturity. Accordingly, within the contractual term, the Company provided multiple date intervals over which multiple volatilities and risk free interest rates were used. These intervals allow the Binomial Lattice valuation model to project outcomes along specific paths which consider volatilities and risk free rates that would be more likely in an early exercise scenario.
	Significant assumptions are determined as follows:
	Trading market values—Published trading market values;
	Exercise price—Stated exercise price;
	Term—Remaining contractual term of the warrant;
	Volatility—Historical trading volatility for periods consistent with the remaining terms;
	Risk-free rate—Yields on zero coupon government securities with remaining terms consistent with the remaining terms of the warrants.
	Due to the fundamental transaction provision, which could provide for early redemption of the warrants, the model also considered the probability the Company would enter into a fundamental transaction during the remaining term of the warrant. Since the Company is still in its development stage and is not yet achieving positive cash flow, management believes the probability of a fundamental transaction occurring over the term of the warrant is approximately ranging from 0.75% to1.00%. For valuation purposes, the Company also assumed that if such a transaction did occur, it was more likely to occur towards the end of the term of the warrants.
	The warrants issued are not only subject to traditional anti-dilution protection, such as stock splits and dividends, but they were also subject to down-round anti-dilution protection. Accordingly, if the Company sold common stock or common stock indexed financial instruments below the stated exercise price, the exercise price related to these warrants would adjust to that lower amount. The Lattice model used to value the warrants with down-round anti-dilution protection provided for multiple, probability-weighted scenarios at the stated exercise price and at five additional decrements/scenarios on each valuation date in order to encompass the value of the anti-dilution provisions in the estimate of fair value of the warrants. Calculations were performed at the stated exercise price and at five additional decrements/scenarios on each valuation date. The calculations provide for multiple, probability-weighted scenarios reflecting decrements that result from declines in the market prices. Decrements are predicated on the trading market prices in decreasing ranges below the contractual exercise price. For each valuation date, multiple Binomial Lattice calculations were performed which were probability weighted by considering both the Company’s (i) historical market pricing trends, and (ii) an outlook for whether or not the Company may need to issue equity or equity-indexed instruments in the future with a price less than the current exercise price.
	Effective June 30, 2012, the Company entered into an amendment to its Warrant Agreement. The amendment to remove the put and the down round protection feature allows for the Warrants to be treated as equity beginning with the quarter ended June 30, 2012.
	The following table summarizes the fair value of the warrants as of the balance sheet date:
	Fair values	March 31,			December 31,			At transaction
		2014			2013			date
	September 7, 2007 financing	$	-		$	-		$	141,027
	Warrants issued to the placement agents in the private placement are included with the warrants to investors as they have identical exercise prices and terms.
	As of March 31, 2014 and December 31, 2013, the number of shares indexed to the warrants was 0.
	The following are the assumptions for the valuation of the fair value of the warrant liability:
		March 31,			December 31,			At transaction
		2014			2013			date
	Warrants outstanding		-			-			6,909,000
	Exercise price	$	-		$	-		$	0.15
	Annual dividend yield		-	%		-	%		4.01	%
	Expected life (years)		-			-			5
	Risk-free interest rate		-	%		-	%		4.14	%
	Expected volatility		-	%		-	%		53.94	%
	Series A 10% Convertible Preferred Stock
	The principal terms of the Series A 10% Convertible Preferred Stock were as follows:
	Voting rights – The Series A 10% Convertible Preferred Stock has voting rights (one vote per share) equal to those of the Company’s common stock.
	Dividend rights – The Series A 10% Convertible Preferred Stock carries a fixed cumulative dividend, as and when declared by our Board of Directors, of 10% per annum, accrued daily, compounded annually and payable in cash upon a liquidation event for up to five years, as well as the right to receive any dividends paid to holders of common stock.
	Conversion rights – The holders of the Series A 10% Convertible Preferred Stock have the right to convert any or all of their Series A 10% Convertible Preferred Stock, at the option of the holder, at any time, into common stock on a one for one thousand basis.
	Redemption rights –The shares of the Series A 10% Convertible Preferred Stock may be redeemed by the Company, in whole or in part, at the option of the Company, upon written notice by the Company to the holders of Series A 10% Convertible Preferred Stock at any time in the event that the Preferred Stock of one or more holders has not been previously converted. The Company shall redeem each share of Preferred Stock of such holders within thirty (30) days of the Company's delivery of notice to such holders and such holders shall surrender the certificate(s) representing such shares of Preferred Stock.
	Liquidation entitlement – In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A 10% Convertible Preferred Stock shall be entitled to receive, in preference to the holders of common stock, an amount equal to $100 per share of Series A 10% Convertible Preferred Stock plus all accrued and unpaid dividends.
	At any time on or after August 2, 2011, the Holders of 66 2/3% or more of the Preferred Stock then outstanding could have requested liquidation of their Preferred Stock. In the event that, at the time of such requested liquidation, the Company's cash funds (in excess of a $50,000 reserve fund) then available to effect such requested liquidation were inadequate for such purpose, then such requested liquidation should have taken place (on a ratable basis) only to the extent such excess cash funds were available for such purpose.
	Other provisions – There will be proportional adjustments for stock splits, stock dividends, recapitalizations and the like.
	Effective June 30, 2012, the holders of the Convertible Preferred Stock agreed to an amendment to the Series A 10% Convertible Preferred Stock which deleted the liquidation provisions. As a result, the Convertible Preferred Stock has been classified as equity (rather than temporary equity) in all filings beginning with the quarter ended June 30, 2012.

DIVIDENDS

DIVIDENDS	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 6 - DIVIDENDS	'
	On November 1, 2013, the Company announced that the Board of Directors had declared a ten percent stock dividend on its outstanding Series A 10% Convertible Preferred Stock. Stockholders of record as of November 15, 2013 received the stock dividend for each share of Series A Preferred Stock owned on that date, payable December 1, 2013. As of November 1, 2013, the Company had 22,704 shares of Preferred Stock outstanding; the total dividend paid consisted of 2,267 shares of Series A Preferred Stock (which are convertible into 2,267,000 shares of Common Stock) with a fair value of $226,700 and a total of 14 fractional shares which will be accumulated until whole shares can be issued. Due to the absence of Retained Earnings, the $2,267 par value of Preferred Stock dividend was charged against Additional Paid-in Capital.

STOCKHOLDERS_EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 7 - STOCKHOLDERS' EQUITY	'
	The Company's 2008 Stock Awards Plan was approved April 9, 2008 by the Board of Directors and ratified at the Company's annual meeting of stockholders 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 any form 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.
	On June 24, 2013, the Company’s Board approved the granting of incentive stock options to the 4 officers and 2 outside directors under the Company’s 2008 Stock Awards Plan for the purchase of 200,000 and 100,000 shares with grant date on June 25, 2013, respectively of the Company’s common stock at an exercise price of $0.03 per share on June 25, 2013.
	Stock Option
	The fair value of each option was estimated on June 25, 2013 (date of grant) using the following Black-Scholes assumptions:
		Three Months ended
		31-Mar-14
	Expected term (in years)		5
	Expected stock price volatility		185.25%
	Risk-free interest rate		1.48%
	Expected dividend yield		-
	The Company vested 50% of the optioned shares on date of granting the stock options and 50% of the optioned shares vested on June 25, 2014.
	The following table summarizes all stock option activity under the plans:
		Number of		Weighted Average		Weighted Average		Aggregate
		Options		Exercise Price		Remaining Contractual Life (Years)		Intrinsic Value
	Outstanding at January 1, 2014		300,000		0.03	$	-	$	9,000
	Granted						5
	Exercised		-		-		-		-
	Forfeited/expired		-		-		-		-
	Outstanding at March 31, 2014		300,000	$	0.03	$	5	$	9,000
	Exercisable at March 31, 2014		150,000	$	0.03	$	5	$	4,500
	The Company recognized approximately $1,069 and $0 of stock based compensation costs related to stock options awards for the three months ended March 31, 2014 and 2013, respectively and approximately $7,658 for the period from inception to March 31, 2014. The weighted-average grant date fair value of options outstanding at March 31, 2014was $0.0289. As of March 31, 2014, the unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan was approximately $1,009. These costs will be recognized on a straight line basis over the remaining vesting life which extended to June 30, 2014.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 8 - FAIR VALUE MEASUREMENTS	'
	ASC 820, “Fair Value Measurements and Disclosure,” (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
	The three levels are described below:
	Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;
	Level 2 Inputs — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;
	Level 3 Inputs — Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.
	There were no transfers in or out of any level during the three months ended March 31, 2014 and the year ended December 31, 2013.
	Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in the Company’s balance sheets, the Company has elected not to record any other assets or liabilities at fair value, as permitted by ASC 820. No events occurred during the quarter ended March 31, 2014 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.
	The Company determines fair values for its investment assets as follows:
	Cash equivalents at fair value — the Company’s cash equivalents, at fair value, consist of money market funds — marked to market. The Company’s money market funds are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices from an exchange.
	The following tables provide information on those assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, respectively:
		Carrying		Fair Value		Fair Value Measurement Using
		Amount In		March 31,
		Balance Sheet
		March 31,
		2014		2014		Level 1		Level 2		Level 3
	Assets:
	Money Market Funds	$	1,179,986	$	1,179,986	$	1,179,986	$	—	$	—
		Carrying		Fair Value		Fair Value Measurement Using
		Amount In		December 31,
		Balance Sheet
		December 31,
		2013		2013		Level 1		Level 2		Level 3
	Assets:
	Money Market Funds	$	1,221,675	$	1,221,675	$	1,221,675	$	—	$	—

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
NOTE 9 - COMMITMENTS AND CONTINGENCIES	'
	The Company’s Board of Directors has 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.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies Policies	'
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.
Cash and Cash Equivalents	'
	The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of March 31, 2014, and December 31, 2013, the Company had cash and cash equivalents held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $1,180,000 and $1,222,000, respectively.
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 basis. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized.
	The Company adopted FASB Interpretation of “Accounting for Uncertainty in Income Taxes”. There was no impact on the Company’s financial position, results of operations, or cash flows as a result of implementing this guidance. At March 31, 2014 and December 31, 2013, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company currently has no federal or state tax examinations in progress.

PRIVATE_PLACEMENT_OFFERING_Tab

PRIVATE PLACEMENT OFFERING (Tables)	3 Months Ended
	Mar. 31, 2014
Private Placement Offering Tables	'
Allocated to the instruments as follows	'
	Warrant liabilities	$	141,027
	Redeemable and Convertible Preferred Stock		1,388,367
	Common Stock		470,706
	Total allocated gross proceeds:	$	2,000,100
Warrants	'
		2014						2013
		Number of			Weighted average exercise price			Number of			Weighted average exercise price
		warrants						warrants
	Balance at January 1		6,909,000		$	0.15			6,909,000		$	0.15
	Issued during the period		-		$	-			-		$	-
	Exercised during the period		-		$	-			-		$	-
	Expired during the period		-		$	-			-		$	-
	Balance at March 31		6,909,000		$	0.15			6,909,000		$	0.15
Summarizes the fair value of the warrants liabilities	'
	Fair values	March 31,			December 31,			At transaction
		2014			2013			date
	September 7, 2007 financing	$	-		$	-		$	141,027
Assumptions for the valuation of the fair value of the warrant liability	'
		March 31,			December 31,			At transaction
		2014			2013			date
	Warrants outstanding		-			-			6,909,000
	Exercise price	$	-		$	-		$	0.15
	Annual dividend yield		-	%		-	%		4.01	%
	Expected life (years)		-			-			5
	Risk-free interest rate		-	%		-	%		4.14	%
	Expected volatility		-	%		-	%		53.94	%

STOCKHOLDERS_EQUITY_Tables

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2014
Stockholders Equity Tables	'
Estimated fair value of option	'
		Three Months ended
		31-Mar-14
	Expected term (in years)		5
	Expected stock price volatility		185.25%
	Risk-free interest rate		1.48%
	Expected dividend yield		-
Summarizes of stock option activity	'
		Number of		Weighted Average		Weighted Average		Aggregate
		Options		Exercise Price		Remaining Contractual Life (Years)		Intrinsic Value
	Outstanding at January 1, 2014		300,000		0.03	$	-	$	9,000
	Granted						5
	Exercised		-		-		-		-
	Forfeited/expired		-		-		-		-
	Outstanding at March 31, 2014		300,000	$	0.03	$	5	$	9,000
	Exercisable at March 31, 2014		150,000	$	0.03	$	5	$	4,500

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2014
Fair Value Measurements Tables	'
Assets and liabilities measured at fair value on a recurring basis	'
		Carrying		Fair Value		Fair Value Measurement Using
		Amount In		March 31,
		Balance Sheet
		March 31,
		2014		2014		Level 1		Level 2		Level 3
	Assets:
	Money Market Funds	$	1,179,986	$	1,179,986	$	1,179,986	$	—	$	—
		Carrying		Fair Value		Fair Value Measurement Using
		Amount In		December 31,
		Balance Sheet
		December 31,
		2013		2013		Level 1		Level 2		Level 3
	Assets:
	Money Market Funds	$	1,221,675	$	1,221,675	$	1,221,675	$	—	$	—

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative	'	'
Cash and cash equivalents	$1,180,000	$1,222,000

BASIC_AND_DILUTED_NET_LOSS_PER1

BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Narrative)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Basic And Diluted Net Loss Per Common Share Details Narrative	'	'
Common stock equivalents (preferred stock and warrants)	32,030,000	29,613,000

PRIVATE_PLACEMENT_OFFERING_Det

PRIVATE PLACEMENT OFFERING (Details) (USD $)	Mar. 31, 2014
Private Placement Offering Details	'
Warrant liabilities	$141,027
Redeemable and Convertible Preferred Stock	1,388,367
Common Stock	470,706
Total allocated gross proceeds:	$2,000,100

PRIVATE_PLACEMENT_OFFERING_Det1

PRIVATE PLACEMENT OFFERING (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Warrants	'	'
Number of warrants Issued during the period	'	'
Number of warrants Exercised during the period	'	'
Number of warrants Expired during the period	'	'
Number of warrants/options outstanding, ending	6,909,000	6,909,000
Weighted Average Exercise Price	'	'
Weighted average exercise price Issued during the period	'	'
Weighted average exercise price Exercised during the period	'	'
Weighted average exercise price Expired during the period	'	'
Weighted average exercise price outstanding, ending	$0.15	$0.15

PRIVATE_PLACEMENT_OFFERING_Det2

PRIVATE PLACEMENT OFFERING (Details 2) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Fair values of September 7, 2007 financing	'	'
At transaction date	'	'
Fair values of September 7, 2007 financing	$141,027	'

PRIVATE_PLACEMENT_OFFERING_Det3

PRIVATE PLACEMENT OFFERING (Details 3) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
			At transaction date
Warrants outstanding	'	'	$6,909,000
Exercise price	'	'	$0.15
Annual dividend yield	0.00%	0.00%	4.01%
Expected life (years)	'	'	'5 years
Risk-free interest rate	0.00%	0.00%	4.14%
Expected volatility	0.00%	0.00%	53.94%

PRIVATE_PLACEMENT_OFFERING_Det4

PRIVATE PLACEMENT OFFERING (Details Narrative)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Private Placement Offering Details Narrative	'	'
Contractual life of the outstanding warrants	'5 months 9 days	'8 months 5 days
Shares indexed to the warrants	0	0

STOCKHOLDERS_EQUITY_Details

STOCKHOLDERS' EQUITY (Details) (Stock Option [Member])	3 Months Ended
	Mar. 31, 2014
Stock Option [Member]	'
Expected term (in years)	'5 years
Expected stock price volatility	185.25%
Risk-free interest rate	1.48%
Expected dividend yield	'

STOCKHOLDERS_EQUITY_Details_1

STOCKHOLDERS' EQUITY (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Number of Options	'	'
Number of Options, Granted	'	'
Number of Options, Exercised	'	'
Number of Options, Forfeited/expired	'	'
Number of warrants/options outstanding, ending	6,909,000	6,909,000
Weighted Average Exercise Price	'	'
Weighted Average Exercise Price, Exercised	'	'
Weighted Average Exercise Price, Forfeited/expired	'	'
Weighted average exercise price outstanding, ending	$0.15	$0.15
Stock Option [Member]	'	'
Number of Options	'	'
Number of warrants/options outstanding, beginning	300,000	'
Number of Options, Granted	'	'
Number of Options, Exercised	'	'
Number of Options, Forfeited/expired	'	'
Number of warrants/options outstanding, ending	300,000	'
Number of Options, Exercisable	150,000	'
Weighted Average Exercise Price	'	'
Weighted average exercise price outstanding, beginning	$0.03	'
Weighted Average Exercise Price, Granted	'	'
Weighted Average Exercise Price, Exercised	'	'
Weighted Average Exercise Price, Forfeited/expired	'	'
Weighted average exercise price outstanding, ending	$0.03	'
Weighted Average Exercise Price, Exercisable	$0.03	'
Weighted Average Remaining Contractual Life (Years)	'	'
Weighted Average Remaining Contractual Life (Years), Granted	'5 years	'
Weighted Average Remaining Contractual Life (Years), Outstanding	'5 years	'
Weighted Average Remaining Contractual Life (Years), Exercisable	'5 years	'
Aggregate Intrinsic Value	'	'
Aggregate Intrinsic Value, Outstanding, beginning	$9,000	'
Aggregate Intrinsic Value, Outstanding, ending	9,000	'
Aggregate Intrinsic Value, Exercisable	$4,500	'

STOCKHOLDERS_EQUITY_Details_Na

STOCKHOLDERS' EQUITY (Details Narrative) (USD $)	3 Months Ended		183 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Stockholders Equity Details Narrative	'	'	'
Equity issued under 2008 plan	$0	'	$0
Stock based compensation costs related to stock and stock options awards	1,069	0	7,658
Weighted-average grant date fair value of options outstanding	$0.03	'	$0.03
Unrecognized compensation cost related to non-vested share based compensation	$1,009	'	$1,009

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (Money Market Funds [Member], USD $)	Mar. 31, 2014	Dec. 31, 2013
Assets at fair value on recurring basis	$1,179,986	$1,221,675
Fair Value, Inputs, Level 1 [Member]	'	'
Assets at fair value on recurring basis	1,179,986	1,221,675
Fair Value, Inputs, Level 2 [Member]	'	'
Assets at fair value on recurring basis	'	'
Fair Value, Inputs, Level 3 [Member]	'	'
Assets at fair value on recurring basis	'	'
Carrying Value [Member]	'	'
Assets at fair value on recurring basis	$1,179,986	$1,221,675