WHLT 10-Q
Chase Packaging Corp (WHLT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | |
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes
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 May 12, 2025 |
Common Stock, par value $.00001 per share |
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Table of Contents
- INDEX -
| 2 |
| Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CHASE PACKAGING CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
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| December 31, |
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| 2024 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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TOTAL ASSETS |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
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TOTAL CURRENT LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 9) |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock, $ |
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Common stock, $ |
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Treasury stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| 3 |
| Table of Contents |
CHASE PACKAGING CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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| 2024 |
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NET SALES |
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OPERATING EXPENSES: |
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General and administrative expense |
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TOTAL OPERATING EXPENSES |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Interest and other income |
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TOTAL OTHER INCOME (EXPENSE) |
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LOSS BEFORE INCOME TAXES |
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Provision for income taxes |
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NET LOSS |
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BASIC AND DILUTED LOSS PER COMMON SHARE |
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BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| 4 |
| Table of Contents |
CHASE PACKAGING CORPORATION
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE ENDED MARCH 31, 2025 AND 2024
(Unaudited)
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Balance at December 31, 2023 |
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Net loss for the three months ended March 31, 2024 |
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Balance at March 31, 2024 |
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Balance at December 31, 2024 |
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Net loss for the three months ended March 31, 2025 |
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Balance at March 31, 2025 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
| Table of Contents |
CHASE PACKAGING CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net loss from operations to net cash used in operating activities: |
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Change in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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NET DECREASE IN CASH |
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Cash, beginning of period |
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CASH, END OF PERIOD |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for: |
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Interest |
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Income taxes |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| 6 |
| Table of Contents |
CHASE PACKAGING CORPORATION
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2025
NOTE 1 - BASIS OF PRESENTATION:
Chase Packaging Corporation (“the Company”), a Delaware Corporation, previously manufactured woven paper mesh for industrial applications and polypropylene mesh fabric bags for agricultural use, and distributed agricultural packaging manufactured by other companies. 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 unaudited 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 unaudited condensed financial statements 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, 2024, 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, 2025, and results of operations and cash flows for the three months ended March 31, 2025 and 2024, as applicable, have been made. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full fiscal year ended December 31, 2024 or any future periods.
NOTE 2 - LIQUIDITY:
At March 31, 2025 and December 31, 2024, the Company had cash and cash equivalents of $
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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, 2025 and December 31, 2024, the Company had cash in insured accounts in the amount of $
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.
| 7 |
| Table of Contents |
The Company follows FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” At March 31, 2025 and December 31, 2024, 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.
Accounting for Stock Based Compensation
Stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market value of the award is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value. Corresponding expenses for employee and non-employee services are recognized over the requisite service period, which is typically the vesting period.
Treasury Stock
The Company accounts for treasury stock using the cost method. There were
Recently Adopted Accounting Pronouncements
The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). This standard requires a financial asset to be presented at the net amount expected to be collected. We expect the financial assets of the Company in scope of ASU 2016-13 will primarily be accounts receivable. The Company will estimate an allowance for expected credit losses on accounts receivable that result from the inability of customers to make required payments. In estimating the allowance for expected credit losses, consideration will be given to the current aging of receivables, historical experience, and a review for potential bad debts. The Company adopted this guidance in the second quarter of fiscal 2023 and it did not have a material impact on its results of operations, financial position, and disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.
NOTE 4 - 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
| 8 |
| Table of Contents |
NOTE 5 - WARRANTS AND PREFERRED STOCKS:
Warrants
2023 Extension of Warrant Terms
The Company, acting by resolution of its Board of Directors,
Average risk-free interest rate |
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Average expected life-years |
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Expected volatility |
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Expected dividends |
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Outstanding at December 31, 2024 |
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Granted |
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Extended |
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Exercised |
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Outstanding at March 31, 2025 |
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Exercisable at March 31, 2025 |
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As of March 31, 2025 and December 31, 2024, the average remaining contractual life of the outstanding warrants was
Series A 10% Convertible Preferred Stock
The Company has authorized
NOTE 6 - STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION:
At March 31, 2025 and December 31, 2024, the Company had
The Company did not incur any stock-based compensation or issue common or preferred stock or any other equity instruments during the three months ended March 31, 2025 and 2024.
NOTE 7 - 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, 2025 or 2024.
| 9 |
| Table of Contents |
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 three months ended March 31, 2025 or 2024 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 on reporting dates. 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, 2025 and December 31, 2024, respectively:
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| Carrying Amount In Balance Sheet March 31, |
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| Fair Value March 31, |
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| Fair Value Measurement Using |
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Assets: |
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Treasury and government securities |
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Money market funds |
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Total Assets |
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| Carrying Amount In Balance Sheet December 31, |
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| Fair Value December 31, |
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| Fair Value Measurement Using |
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Assets: |
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Treasury and government securities |
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Money market funds |
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Total Assets |
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NOTE 8 - COMMITMENTS AND CONTINGENCIES:
The Company’s Board of Directors has agreed to pay the Company’s Chief Financial Officer an annual salary of $
NOTE 9 - SUBSEQUENT EVENTS:
The Company has evaluated subsequent events from March 31, 2025 through the issuance date of these financial statements, and there are no events requiring disclosure.
| 10 |
| Table of Contents |
Item 2. 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 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
For the three months ended March 31, 2025 and 2024
Revenue
The Company had no operations and no revenue for the three months ended March 31, 2025 and 2024, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.
Operating Expenses
The following table presents our total operating expenses for the three months ended March 31, 2025 and 2024.
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| Three Months Ended March 31, |
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Audit, accounting and legal fees |
| $ | 9,245 |
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| $ | 26,889 |
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Payroll |
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| 5,284 |
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| 5,280 |
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Other general and administrative expense |
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| 2,796 |
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| 6,968 |
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| $ | 17,325 |
|
| $ | 39,137 |
|
Operating expenses decreased by $21,812 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease was related to the decrease in legal and professional fees for the three months ended March 31, 2025.
Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.
Loss from Operations
The Company incurred a loss from operations of $17,325 and $39,137 for the three months ended March 31, 2025 and 2024, respectively.
Other Income (Expense)
The following table presents our total Other Income (Expense) for the three months ended March 31, 2025 and 2024.
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| Three Months Ended March 31, |
| |||||
|
| 2025 |
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| 2024 |
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Interest and other income |
| $ | 2,818 |
|
| $ | 3,866 |
|
Other Income (Expense) |
| $ | 2,818 |
|
| $ | 3,866 |
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| Table of Contents |
Other income decreased by $1,048 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease was related to the decrease in interest income for the three months ended March 31, 2025.
Net Loss
The Company had a net loss of $14,507 for the three months ended March 31, 2025, compared with a net loss of $35,271 for the three months ended March 31, 2024. The decrease in net loss was due to the above-mentioned effect of legal and professional fees expense.
Loss per share for the three months ended March 31, 2025 and 2024 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will decrease and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
Liquidity and Capital Resources
At March 31, 2025 the Company had cash and cash equivalents of $284,031, consisting of money market funds and U.S. Treasury and government securities maturing in 3 months or less. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.
The following table provides detailed information about our net cash flow for all years presented in this Report.
Cash Flow
|
| Three Months Ended March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Net cash used in operating activities |
| $ | (13,679 | ) |
| $ | (36,783 | ) |
Net cash provided by investing activities |
|
| — |
|
|
| — |
|
Net cash provided by financing activities |
|
| — |
|
|
| — |
|
Net decrease in cash and cash equivalents |
| $ | (13,679 | ) |
| $ | (36,783 | ) |
Net cash of $13,679 and $36,783 were used in operations during the three months ended March 31, 2025 and 2024, respectively.
The cash used in operating activities of $13,679 for the three months ended March 31, 2025 principally resulted from our net loss of $14,507 offset by change in accounts payable and accrued expenses of $828.
The cash used in operating activities of $36,783 for the three months ended March 31, 2024 principally resulted from our net loss of $35,271 offset by change in accounts payable and accrued expenses of $1,512.
No cash flows were used in or provided by investing activities during the three months ended March 31, 2025 and 2024.
No cash flows were used in or provided by financing activities during the three months ended March 31, 2025 and 2024.
New Accounting Pronouncements
Refer to the discussion of recently adopted/issued accounting pronouncements under Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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| Table of Contents |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of March 31, 2025, our disclosure controls and procedures were effective.
Changes in Internal Controls over Financial Reporting.
We regularly review our system of internal control over financial reporting.
During the quarter ended March 31, 2025, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.
| 13 |
| Table of Contents |
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. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
Number |
| Description |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
_____________
* Filed herewith
| 14 |
| Table of Contents |
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 |
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Date: May 13, 2025 | By: | /s/ Ann C. W. Green |
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| Ann C. W. Green |
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| Chief Financial Officer and Assistant Secretary |
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| (Principal Executive, Financial and Accounting Officer) |
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| 15 |