UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2023

 

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: 0-21609

 

CHASE PACKAGING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

93-1216127

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

PO Box 126, Rumson NJ 07760

(Address of principal executive offices) (Zip Code)

 

(732) 741.1500

(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. Yes ☒ No ☐

 

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). Yes ☒ No ☐

 

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

 

 

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 No ☐

 

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 July 27, 2023

Common Stock, par value $.00001 per share

 

61,882,172 shares

 

 

 

 

Table of Contents

 

- INDEX -

 

 

 

Page(s)

 

 

 

 

 

 

PART I - Financial Information:

 

 

 

 

 

 

 

 

ITEM 1.

Financial Statements:

 

3

 

 

 

 

 

 

 

Condensed Balance Sheets (Unaudited) - June 30, 2023 and December 31, 2022

 

3

 

 

 

 

 

 

 

Condensed Statements of Operations (Unaudited) - Three and Six months Ended June 30, 2023 and 2022

 

4

 

 

 

 

 

 

 

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - Three and Six months Ended June 30, 2023 and 2022

 

5

 

 

 

 

 

 

 

Condensed Statements of Cash Flows (Unaudited) - Six months Ended June 30, 2023 and 2022

 

6

 

 

 

 

 

 

 

Notes to Interim Condensed Financial Statements (Unaudited)

 

7

 

 

 

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

11

 

 

 

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

 

 

ITEM 4.

Controls and Procedures

 

14

 

 

 

 

 

 

PART II - Other Information:

 

 

 

 

 

 

 

 

ITEM 1.

Legal Proceedings.

 

15

 

 

 

 

 

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

15

 

 

 

 

 

 

ITEM 3.

Defaults upon Senior Securities.

 

15

 

 

 

 

 

 

ITEM 4.

Mine Safety Disclosures.

 

15

 

 

 

 

 

 

ITEM 5.

Other Information.

 

15

 

 

 

 

 

 

ITEM 6.

Exhibits.

 

16

 

 

 

 

 

 

SIGNATURES

 

 

17

 

 

 

 

 

 

EXHIBITS

 

 

 

 

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$410,815

 

 

$441,243

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$410,815

 

 

$441,243

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$477

 

 

$477

 

TOTAL LIABILITIES

 

 

477

 

 

 

477

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible preferred stock; 50,000 shares designated; no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.00001 par value; 200,000,000 shares authorized; 62,379,759 shares issued and 61,882,172 shares outstanding

 

 

619

 

 

 

619

 

Treasury stock, $0.00001 par value 497,587 shares

 

 

(49,759 )

 

 

(49,759 )

Additional paid-in capital

 

 

9,115,727

 

 

 

8,493,917

 

Accumulated deficit

 

 

(8,656,249 )

 

 

(8,004,011 )

TOTAL STOCKHOLDERS’ EQUITY

 

 

410,338

 

 

 

440,766

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$410,815

 

 

$441,243

 

 

See notes to interim condensed unaudited financial statements.

 

 
3

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

21,029

 

 

 

9,761

 

 

 

36,868

 

 

 

31,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(21,029)

 

 

(9,761)

 

 

(36,868)

 

 

(31,862)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

4,087

 

 

 

250

 

 

 

6,440

 

 

 

278

 

Warrants modification expense

 

 

-

 

 

 

-

 

 

 

(621,810)

 

 

-

 

TOTAL OTHER INCOME (EXPENSE)

 

 

4,087

 

 

 

250

 

 

 

(615,370)

 

 

278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(16,942)

 

 

(9,511)

 

 

(652,238)

 

 

(31,584)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(16,942)

 

$(9,511)

 

$(652,238)

 

$(31,584)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 

 

61,882,172

 

 

 

61,882,172

 

 

 

61,882,172

 

 

 

61,882,172

 

 

See notes to interim condensed unaudited financial statements.

 

 
4

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

 

 

 

Preferred

 

 

Common

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Treasury Stock

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Shares

 

 

Amount

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three and Six Months Ended June 30, 2022

 

Balance at December 31, 2021

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$8,493,917

 

 

$(7,948,119 )

 

 

(497,587 )

 

$(49,759 )

 

$496,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,073 )

 

 

-

 

 

 

-

 

 

 

(22,073 )

Balance at March 31, 2022

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$8,493,917

 

 

$(7,970,192 )

 

 

(497,587 )

 

$(49,759 )

 

$474,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended June 30, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,511 )

 

 

-

 

 

 

-

 

 

 

(9,511 )

Balance at June 30, 2022

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$8,493,917

 

 

$(7,979,703 )

 

 

(497,587 )

 

$(49,759 )

 

$465,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three and Six Months Ended June 30, 2023

Balance at December 31, 2022

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$8,493,917

 

 

$(8,004,011 )

 

 

(497,587 )

 

$(49,759 )

 

$440,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Modification of warrants, expiration of 6,909,000 warrants extended to March 7, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

621,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

621,810

 

Net loss for the three months ended March 31, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(635,296 )

 

 

-

 

 

 

-

 

 

 

(635,296 )

Balance at March 31, 2023

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$9,115,727

 

 

$(8,639,307 )

 

 

(497,587 )

 

$(49,759 )

 

$427,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended June 30, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,942 )

 

 

-

 

 

 

-

 

 

 

(16,942 )

Balance at June 30, 2023

 

 

-

 

 

$-

 

 

 

61,882,172

 

 

$619

 

 

$9,115,727

 

 

$(8,656,249 )

 

 

(497,587 )

 

$(49,759 )

 

$410,338

 

 

See notes to interim condensed unaudited financial statements.

 

 
5

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(652,238 )

 

$(31,584 )

Adjustment to reconcile to net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Warrants modification expense

 

 

621,810

 

 

 

-

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

-

 

 

 

383

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(30,428 )

 

 

(31,201 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

(30,428 )

 

 

(31,201 )

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

441,243

 

 

 

497,135

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$410,815

 

 

$465,934

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Income taxes

 

$-

 

 

$-

 

 

See notes to interim condensed unaudited financial statements.

 

 
6

Table of Contents

 

CHASE PACKAGING CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023 AND DECEMBER 31, 2022

(Unaudited)

 

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 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 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, 2022, 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 June 30, 2023, and results of operations and cash flows for the six months ended June 30, 2023 and 2022, as applicable, have been made. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year ended December 31, 2023 or any future periods.

 

NOTE 2 - LIQUIDITY:

 

At June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $410,815 and $441,243, respectively, consisting of money market funds and U.S. Treasury Bills. Our net losses incurred for the six months ended June 30, 2023 and 2022, amounted to $652,238 and $31,584, respectively, and we had working capital of $410,338 and $440,766 at June 30, 2023 and December 31, 2022, respectively. 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.

 

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 six 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 June 30, 2023 and December 31, 2022, the Company had cash in insured accounts in the amount of $60,815 and $141,243, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of $350,000 and $300,000, 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.

 

 
7

Table of Contents

 

The Company follows FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” At June 30, 2023 and December 31, 2022, 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 497,587 shares of Class A common stock held in treasury, purchased at a total cumulative cost of approximately $49,759, as of June 30, 2023 and December 31, 2022.

 

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.

 

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 6,909,000 common stock equivalents (warrants - Note 5) from the calculation of diluted loss per share for the six months ended June 30, 2023 and 2022, respectively, which, if included, would have an antidilutive effect.

 

NOTE 5 - WARRANTS AND PREFERRED STOCKS:

 

Warrants

 

2023 Extension of Warrant Terms

 

The Company, acting by resolution of its Board of Directors, amended and extended the expiration date of its outstanding warrants to purchase up to 6,909,000 shares of common stock to March 7, 2026.  The terms of the warrants, including the exercise price of $0.15 per share, remain in effect without modification. The warrants modification expense of $621,810 was recorded as the incremental value of the modified warrants over the unmodified warrants on the modification date. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows:

 

Average risk-free interest rate

 

 

4.66%

Average expected life-years

 

 

3

 

Expected volatility

 

 

182.19%

Expected dividends

 

 

0%

 

 
8

Table of Contents

 

 

 

Number of

Warrants

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

6,909,000

 

 

$0.15

 

 

 

0.18

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Extended

 

 

6,909,000

 

 

 

0.15

 

 

 

3.00

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired

 

 

(6,909,000 )

 

 

0.15

 

 

 

-

 

Outstanding at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

Exercisable at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

 

As of June 30, 2023 and December 31, 2022, the average remaining contractual life of the outstanding warrants was 2.69 years and 0.18 year, respectively. The warrants will expire on March 7, 2026.  The intrinsic value of the warrants at June 30, 2023 was $0 due to the exercise price exceeding the fair market value of the common stock.

 

Series A 10% Convertible Preferred Stock

 

The Company has authorized 4,000,000 shares of Preferred Stock, of which 50,000 shares have been designated as Series A 10% Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, there was no preferred stock issued or outstanding.

 

NOTE 6 - STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION:

 

At June 30, 2023 and December 31, 2022, the Company had 61,882,172 common shares outstanding. Also outstanding were warrants relating to 6,909,000 shares of common stock, all totaling 68,791,172 shares of common stock and all common stock equivalents, outstanding at June 30, 2023 and December 31, 2022.

 

The Company did not incur any stock-based compensation or issue common or preferred stock or any other equity instruments during the six months ended June 30, 2023 and 2022.

 

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.

 

 
9

Table of Contents

 

There were no transfers in or out of any level during the six months ended June 30, 2023 or 2022.

 

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 six months ended June 30, 2023 or 2022 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 June 30, 2023 and December 31, 2022, respectively:

 

 

 

Carrying

Amount In

Balance Sheet

June 30,

 

 

Fair Value

June 30,

 

 

Fair Value

Measurement Using

 

 

 

2023

 

 

2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$350,000

 

 

$350,000

 

 

$350,000

 

 

$

 

 

$

 

Money market funds

 

 

60,815

 

 

 

60,815

 

 

 

60,815

 

 

 

 

 

 

 

Total Assets

 

$410,815

 

 

$410,815

 

 

$410,815

 

 

$

 

 

$

 

 

 

Carrying

Amount In

Balance Sheet

December 31,

 

 

Fair Value

December 31,

 

 

Fair Value

Measurement Using

 

 

 

2022

 

 

2022

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$300,000

 

 

$300,000

 

 

$300,000

 

 

$

 

 

$

 

Money market funds

 

 

141,243

 

 

 

141,243

 

 

 

141,243

 

 

 

 

 

 

 

Total Assets

 

$441,243

 

 

$441,243

 

 

$441,243

 

 

$

 

 

$

 

 

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 $17,000. No other officers or directors of the Company receive cash compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.

 

NOTE 9 - SUBSEQUENT EVENTS:

 

The Company has evaluated subsequent events from June 30, 2023 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 June 30, 2023 and 2022

 

Revenue

 

The Company had no operations and no revenue for the three months ended June 30, 2023 and 2022, 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 June 30, 2023 and 2022.

 

 

 

Three months Ended

June 30,

 

 

 

2023

 

 

2022

 

Audit, accounting and legal fees

 

$10,970

 

 

$2,068

 

Payroll

 

 

5,113

 

 

 

5,107

 

Other general and administrative expense

 

 

4,946

 

 

 

2,586

 

 

 

$21,029

 

 

$9,761

 

 

Operating expenses consist mostly of audit and accounting fees and payroll. 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 $21,029 and $9,761 for the three months ended June 30, 2023 and 2022, respectively.

 

Other Income (Expense)

 

The following table presents our total Other Income (Expense) for the three months ended June 30, 2023 and 2022.

 

 

 

Three months Ended

June 30,

 

 

 

2023

 

 

2022

 

Interest and other income

 

$4,087

 

 

$250

 

Other Income (Expense) 

 

$4,087

 

 

$250

 

 

 
11

Table of Contents

 

Other income (expense) increased by $3,837 for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. The increase was related to the increase in interest and other income for the three months ended June 30, 2023.

 

Net Loss

 

The Company had a net loss of $16,942 for the three months ended June 30, 2023, compared with a net loss of $9,511 for the three months ended June 30, 2022. Increase in net loss was due primarily to the increase in professional fee.

 

Loss per share for the three months ended June 30, 2023 and 2022 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

 

For the six months ended June 30, 2023 and 2022

 

Revenue

 

The Company had no operations and no revenue for the six months ended June 30, 2023 and 2022, 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 six months ended June 30, 2023 and 2022.

 

 

 

Six months Ended

June 30,

 

 

 

2023

 

 

2022

 

Audit, accounting and legal fees

 

 

16,970

 

 

 

13,741

 

Payroll

 

 

10,350

 

 

 

10,329

 

Other general and administrative expense

 

 

9,548

 

 

 

7,792

 

 

 

$36,868

 

 

$31,862

 

 

Operating expenses consist mostly of audit and accounting fees and payroll. 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 $36,868 and $31,862 for the six months ended June 30, 2023 and 2022, respectively.

 

Other Income (Expense)

 

The following table presents our total Other Income (Expense) for the six months ended June 30, 2023 and 2022.

 

 

 

Six months Ended

June 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Interest and other income

 

$6,440

 

 

$278

 

Warrants modification expense

 

 

(621,810)

 

 

-

 

Other Income (Expense)

 

$(615,370)

 

$278

 

 

Other income (expense) decreased by $615,648 for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The decrease in other income (expense) was related to the increase in warrants modification expense for the six months ended June 30, 2023.

 

 
12

Table of Contents

 

Net Loss

 

The Company had a net loss of $652,238 or the six months ended June 30, 2023, compared with a net loss of $31,584 for the six months ended June 30, 2022. Increase in net loss was due primarily to the increase in warrants modification expense.

 

Loss per share for the six months ended June 30, 2023 and 2022 was approximately $(0.01) 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 June 30, 2023 the Company had cash and cash equivalents of $410,815, 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

 

 

 

Six months Ended

June 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(30,428 )

 

$(31,201 )

Net cash provided by investing activities

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

Net decrease in cash and cash equivalents

 

$(30,428 )

 

$(31,201 )

 

Net cash of $30,428 and $31,201 were used in operations during the six months ended June 30, 2023 and 2022, respectively.

 

The cash used in operating activities of $30,428 for the six months ended June 30, 2023 principally resulted from our net loss of $652,238, as adjusted for a non-cash charge for warrants modification expense of $621,810.

 

The use of cash of $31,201 used in operating activities for the six months ended June 30, 2022, principally resulted from our net loss of $31,584, as adjusted for changes in assets and liabilities of $383.

 

No cash flows were used in or provided by investing activities during the six months ended June 30, 2023 and 2022.

 

No cash flows were used in or provided by financing activities during the six months ended June 30, 2023 and 2022.

 

 
13

Table of Contents

 

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.

 

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 June 30, 2023, 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 June 30, 2023, 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.

 

 
14

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.

 

 
15

Table of Contents

 

Item 6. Exhibits.

 

Number

 

Description

 

 

 

31.1*

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

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).

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_____________

* Filed herewith

 

 
16

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

 

 

 

 

 

Date: August 1, 2023

By:

/s/ Ann C. W. Green

 

 

 

Ann C. W. Green

 

 

 

Chief Financial Officer and Assistant Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

 

 

 
17

 

nullnullv3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Jul. 27, 2023
Cover [Abstract]    
Entity Registrant Name CHASE PACKAGING CORPORATION  
Entity Central Index Key 0001025771  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company true  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   61,882,172
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 0-21609  
Entity Incorporation State Country Code DE  
Entity Tax Identification Number 93-1216127  
Entity Interactive Data Current Yes  
Entity Address Address Line 1 PO Box 126  
Entity Address City Or Town Rumson  
Entity Address State Or Province NJ  
Entity Address Postal Zip Code 07760  
City Area Code 732  
Local Phone Number 741.1500  
v3.23.2
CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS:    
Cash and cash equivalents $ 410,815 $ 441,243
TOTAL ASSETS 410,815 441,243
CURRENT LIABILITIES:    
Accounts payable and accrued expenses 477 477
TOTAL LIABILITIES 477 477
STOCKHOLDERS' EQUITY:    
Preferred stock, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible preferred stock; 50,000 shares designated; no shares issued and outstanding 0 0
Common stock, $0.00001 par value; 200,000,000 shares authorized; 62,379,759 shares issued and 61,882,172 shares outstanding 619 619
Treasury stock, $0.00001 par value 497,587 shares (49,759) (49,759)
Additional paid-in capital 9,115,727 8,493,917
Accumulated deficit (8,656,249) (8,004,011)
TOTAL STOCKHOLDERS' EQUITY 410,338 440,766
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 410,815 $ 441,243
v3.23.2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
STOCKHOLDERS' EQUITY    
Preferred stock, shares par value $ 1.00 $ 1.00
Preferred stock, shares authorized 4,000,000 4,000,000
Common stock, shares par value $ 0.00001 $ 0.00001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 62,379,759 62,379,759
Common stock, shares outstanding 61,882,172 61,882,172
Treasury stock, shares par value $ 0.00001 $ 0.00001
Trasury Stock, shares issued 497,587 497,587
10% Series A Convertible Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Preferred stock, shares authorized 50,000 50,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.23.2
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)        
NET SALES $ 0 $ 0 $ 0 $ 0
EXPENSES:        
General and administrative expense 21,029 9,761 36,868 31,862
LOSS FROM OPERATIONS (21,029) (9,761) (36,868) (31,862)
OTHER INCOME (EXPENSE)        
Interest and other income 4,087 250 6,440 278
Warrants modification expense 0 0 (621,810) 0
TOTAL OTHER INCOME (EXPENSE) 4,087 250 (615,370) 278
LOSS BEFORE INCOME TAXES (16,942) (9,511) (652,238) (31,584)
Provision for income taxes 0 0 0 0
NET LOSS $ (16,942) $ (9,511) $ (652,238) $ (31,584)
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.00)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 61,882,172 61,882,172 61,882,172 61,882,172
v3.23.2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)
Total
Preferred Stock
Common Stock
Treasury Stocks
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Dec. 31, 2021     61,882,172 497,587    
Balance, amount at Dec. 31, 2021 $ 496,658 $ 0 $ 619 $ (49,759) $ 8,493,917 $ (7,948,119)
Net loss for the three months ended March 31, 2022 (22,073) 0 $ 0 $ 0 0 (22,073)
Balance, shares at Mar. 31, 2022     61,882,172 497,587    
Balance, amount at Mar. 31, 2022 474,585 0 $ 619 $ (49,759) 8,493,917 (7,970,192)
Balance, shares at Dec. 31, 2021     61,882,172 497,587    
Balance, amount at Dec. 31, 2021 496,658 0 $ 619 $ (49,759) 8,493,917 (7,948,119)
Net loss for the three months ended March 31, 2022 (31,584)          
Balance, shares at Jun. 30, 2022     61,882,172 497,587    
Balance, amount at Jun. 30, 2022 465,074 0 $ 619 $ (49,759) 8,493,917 (7,979,703)
Balance, shares at Mar. 31, 2022     61,882,172 497,587    
Balance, amount at Mar. 31, 2022 474,585 0 $ 619 $ (49,759) 8,493,917 (7,970,192)
Net loss for the three months ended March 31, 2022 (9,511) 0 $ 0 $ 0 0 (9,511)
Balance, shares at Jun. 30, 2022     61,882,172 497,587    
Balance, amount at Jun. 30, 2022 465,074 0 $ 619 $ (49,759) 8,493,917 (7,979,703)
Balance, shares at Dec. 31, 2022     61,882,172 497,587    
Balance, amount at Dec. 31, 2022 440,766 0 $ 619 $ (49,759) 8,493,917 (8,004,011)
Net loss for the three months ended March 31, 2022 (635,296) 0 $ 0 $ 0 0 (635,296)
Modification of warrants, expiration of 6,909,000 warrants extended to March 7, 2026 621,810       621,810  
Balance, shares at Mar. 31, 2023     61,882,172 497,587    
Balance, amount at Mar. 31, 2023 427,280 0 $ 619 $ (49,759) 9,115,727 (8,639,307)
Balance, shares at Dec. 31, 2022     61,882,172 497,587    
Balance, amount at Dec. 31, 2022 440,766 0 $ 619 $ (49,759) 8,493,917 (8,004,011)
Net loss for the three months ended March 31, 2022 (652,238)          
Balance, shares at Jun. 30, 2023     61,882,172 497,587    
Balance, amount at Jun. 30, 2023 410,338 0 $ 619 $ (49,759) 9,115,727 (8,656,249)
Balance, shares at Mar. 31, 2023     61,882,172 497,587    
Balance, amount at Mar. 31, 2023 427,280 0 $ 619 $ (49,759) 9,115,727 (8,639,307)
Net loss for the three months ended March 31, 2022 (16,942) 0 $ 0 $ 0 0 (16,942)
Balance, shares at Jun. 30, 2023     61,882,172 497,587    
Balance, amount at Jun. 30, 2023 $ 410,338 $ 0 $ 619 $ (49,759) $ 9,115,727 $ (8,656,249)
v3.23.2
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (652,238) $ (31,584)
Adjustment to reconcile to net loss to net cash used in operating activities:    
Warrants modification expense 621,810 0
Change in operating assets and liabilities:    
Accounts payable and accrued expenses 0 383
Net cash used in operating activities (30,428) (31,201)
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
NET DECREASE IN CASH (30,428) (31,201)
Cash, beginning of period 441,243 497,135
CASH, END OF PERIOD 410,815 465,934
Cash paid for:    
Interest 0 0
Income taxes $ 0 $ 0
v3.23.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2023
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

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 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 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, 2022, 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 June 30, 2023, and results of operations and cash flows for the six months ended June 30, 2023 and 2022, as applicable, have been made. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year ended December 31, 2023 or any future periods.

v3.23.2
LIQUIDITY
6 Months Ended
Jun. 30, 2023
LIQUIDITY  
LIQUIDITY

NOTE 2 - LIQUIDITY:

 

At June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $410,815 and $441,243, respectively, consisting of money market funds and U.S. Treasury Bills. Our net losses incurred for the six months ended June 30, 2023 and 2022, amounted to $652,238 and $31,584, respectively, and we had working capital of $410,338 and $440,766 at June 30, 2023 and December 31, 2022, respectively. 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.

v3.23.2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2023
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS  
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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 six 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 June 30, 2023 and December 31, 2022, the Company had cash in insured accounts in the amount of $60,815 and $141,243, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of $350,000 and $300,000, 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 follows FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” At June 30, 2023 and December 31, 2022, 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 497,587 shares of Class A common stock held in treasury, purchased at a total cumulative cost of approximately $49,759, as of June 30, 2023 and December 31, 2022.

 

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.

 

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.

v3.23.2
BASIC AND DILUTED NET LOSS PER COMMON SHARE
6 Months Ended
Jun. 30, 2023
BASIC AND DILUTED NET LOSS PER COMMON SHARE  
BASIC AND DILUTED NET LOSS PER COMMON SHARE

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 6,909,000 common stock equivalents (warrants - Note 5) from the calculation of diluted loss per share for the six months ended June 30, 2023 and 2022, respectively, which, if included, would have an antidilutive effect.

v3.23.2
WARRANTS AND PREFERRED STOCKS
6 Months Ended
Jun. 30, 2023
WARRANTS AND PREFERRED STOCKS  
WARRANTS AND PREFERRED STOCKS

NOTE 5 - WARRANTS AND PREFERRED STOCKS:

 

Warrants

 

2023 Extension of Warrant Terms

 

The Company, acting by resolution of its Board of Directors, amended and extended the expiration date of its outstanding warrants to purchase up to 6,909,000 shares of common stock to March 7, 2026.  The terms of the warrants, including the exercise price of $0.15 per share, remain in effect without modification. The warrants modification expense of $621,810 was recorded as the incremental value of the modified warrants over the unmodified warrants on the modification date. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows:

 

Average risk-free interest rate

 

 

4.66%

Average expected life-years

 

 

3

 

Expected volatility

 

 

182.19%

Expected dividends

 

 

0%

 

 

Number of

Warrants

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

6,909,000

 

 

$0.15

 

 

 

0.18

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Extended

 

 

6,909,000

 

 

 

0.15

 

 

 

3.00

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired

 

 

(6,909,000 )

 

 

0.15

 

 

 

-

 

Outstanding at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

Exercisable at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

 

As of June 30, 2023 and December 31, 2022, the average remaining contractual life of the outstanding warrants was 2.69 years and 0.18 year, respectively. The warrants will expire on March 7, 2026.  The intrinsic value of the warrants at June 30, 2023 was $0 due to the exercise price exceeding the fair market value of the common stock.

 

Series A 10% Convertible Preferred Stock

 

The Company has authorized 4,000,000 shares of Preferred Stock, of which 50,000 shares have been designated as Series A 10% Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, there was no preferred stock issued or outstanding.

v3.23.2
STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2023
STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION  
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

NOTE 6 - STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION:

 

At June 30, 2023 and December 31, 2022, the Company had 61,882,172 common shares outstanding. Also outstanding were warrants relating to 6,909,000 shares of common stock, all totaling 68,791,172 shares of common stock and all common stock equivalents, outstanding at June 30, 2023 and December 31, 2022.

 

The Company did not incur any stock-based compensation or issue common or preferred stock or any other equity instruments during the six months ended June 30, 2023 and 2022.

v3.23.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2023
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

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 six months ended June 30, 2023 or 2022.

 

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 six months ended June 30, 2023 or 2022 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 June 30, 2023 and December 31, 2022, respectively:

 

 

 

Carrying

Amount In

Balance Sheet

June 30,

 

 

Fair Value

June 30,

 

 

Fair Value

Measurement Using

 

 

 

2023

 

 

2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$350,000

 

 

$350,000

 

 

$350,000

 

 

$

 

 

$

 

Money market funds

 

 

60,815

 

 

 

60,815

 

 

 

60,815

 

 

 

 

 

 

 

Total Assets

 

$410,815

 

 

$410,815

 

 

$410,815

 

 

$

 

 

$

 

 

 

Carrying

Amount In

Balance Sheet

December 31,

 

 

Fair Value

December 31,

 

 

Fair Value

Measurement Using

 

 

 

2022

 

 

2022

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$300,000

 

 

$300,000

 

 

$300,000

 

 

$

 

 

$

 

Money market funds

 

 

141,243

 

 

 

141,243

 

 

 

141,243

 

 

 

 

 

 

 

Total Assets

 

$441,243

 

 

$441,243

 

 

$441,243

 

 

$

 

 

$

 

v3.23.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES (Note 8)  
COMMITMENTS AND CONTINGENCIES

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 $17,000. No other officers or directors of the Company receive cash compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS:

 

The Company has evaluated subsequent events from June 30, 2023 through the issuance date of these financial statements, and there are no events requiring disclosure.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
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 six 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 June 30, 2023 and December 31, 2022, the Company had cash in insured accounts in the amount of $60,815 and $141,243, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of $350,000 and $300,000, 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 follows FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” At June 30, 2023 and December 31, 2022, 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 497,587 shares of Class A common stock held in treasury, purchased at a total cumulative cost of approximately $49,759, as of June 30, 2023 and December 31, 2022.

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.

 

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.

v3.23.2
WARRANTS AND PREFERRED STOCKS (Tables)
6 Months Ended
Jun. 30, 2023
WARRANTS AND PREFERRED STOCKS  
Summary of assumptions used in Black Scholes option-pricing model

Average risk-free interest rate

 

 

4.66%

Average expected life-years

 

 

3

 

Expected volatility

 

 

182.19%

Expected dividends

 

 

0%
Schedule of Share-based Compensation, Warrant Options

 

 

Number of

Warrants

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

6,909,000

 

 

$0.15

 

 

 

0.18

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Extended

 

 

6,909,000

 

 

 

0.15

 

 

 

3.00

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited/expired

 

 

(6,909,000 )

 

 

0.15

 

 

 

-

 

Outstanding at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

Exercisable at June 30, 2023

 

 

6,909,000

 

 

$0.15

 

 

 

2.69

 

v3.23.2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 30, 2023
FAIR VALUE MEASUREMENTS  
Schedule of assets and liabilities measured at fair value on a recurring basis

 

 

Carrying

Amount In

Balance Sheet

June 30,

 

 

Fair Value

June 30,

 

 

Fair Value

Measurement Using

 

 

 

2023

 

 

2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$350,000

 

 

$350,000

 

 

$350,000

 

 

$

 

 

$

 

Money market funds

 

 

60,815

 

 

 

60,815

 

 

 

60,815

 

 

 

 

 

 

 

Total Assets

 

$410,815

 

 

$410,815

 

 

$410,815

 

 

$

 

 

$

 

 

 

Carrying

Amount In

Balance Sheet

December 31,

 

 

Fair Value

December 31,

 

 

Fair Value

Measurement Using

 

 

 

2022

 

 

2022

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$300,000

 

 

$300,000

 

 

$300,000

 

 

$

 

 

$

 

Money market funds

 

 

141,243

 

 

 

141,243

 

 

 

141,243

 

 

 

 

 

 

 

Total Assets

 

$441,243

 

 

$441,243

 

 

$441,243

 

 

$

 

 

$

 

v3.23.2
LIQUIDITY (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
LIQUIDITY              
Net loss $ (16,942) $ (635,296) $ (9,511) $ (22,073) $ (652,238) $ (31,584)  
Cash And Cash Equivalents 410,815       410,815   $ 441,243
Working Capital $ 410,338       $ 410,338   $ 440,766
v3.23.2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS    
Cash, FDIC insured $ 60,815 $ 141,243
Purchase of treasury stock $ 49,759 $ 49,759
Trasury Stock, shares issued 497,587 497,587
Cash equivalents, FDIC uninsured $ 350,000 $ 300,000
v3.23.2
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Narrative) - shares
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
BASIC AND DILUTED NET LOSS PER COMMON SHARE    
Common stock share excluded from computation of earning per share 6,909,000 6,909,000
v3.23.2
WARRANTS AND PREFERRED STOCKS (Details)
6 Months Ended
Jun. 30, 2023
WARRANTS AND PREFERRED STOCKS  
Average risk-free interest rate 4.66%
Average expected life- years 3 years
Expected volatility 182.19%
Expected dividends 0.00%
v3.23.2
WARRANTS AND PREFERRED STOCKS (Details 1) - Warrant (Member)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Number of warrants/options outstanding, beginning | shares 6,909,000
Extended | shares 6,909,000
Forfeited/expired | shares (6,909,000)
Number of warrants/options outstanding, ending | shares 6,909,000
Exercisable | shares 6,909,000
Weighted average exercise price outstanding, Beginning | $ / shares $ 0.15
Weighted average exercise price outstanding, extended | $ / shares 0.15
Weighted average exercise price outstanding, Forfeited/expired | $ / shares 0.15
Weighted average exercise price outstanding, ending | $ / shares 0.15
Weighted average exercise price outstanding, exercisable | $ / shares $ 0.15
Weighted average remaining contractual life outstanding, beginning 2 months 4 days
Weighted average remaining contractual life outstanding, Extended 3 years
Weighted average remaining contractual life outstanding, Ending 2 years 8 months 8 days
Weighted average remaining contractual life outstanding, Exercisable 2 years 8 months 8 days
v3.23.2
WARRANTS AND PREFERRED STOCKS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Preferred stock, shares authorized 4,000,000   4,000,000   4,000,000
Preferred stock, shares designated 50,000   50,000    
Warrants modification expense $ 0 $ 0 $ 621,810 $ 0  
Weighted average remaining contractual life outstanding     2 years 8 months 8 days   2 months 4 days
2023 Extension of Warrant Term          
Extension of warrant terms description     amended and extended the expiration date of its outstanding warrants to purchase up to 6,909,000 shares of common stock to March 7, 2026    
Exercise price of share $ 0.15   $ 0.15    
Expiry of warrant     Mar. 07, 2026    
Intrinsic value     $ 0    
v3.23.2
STOCKHOLDERS EQUITY AND STOCKBASED COMPENSATION (Details Narrative) - shares
Jun. 30, 2023
Dec. 31, 2022
STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION    
Common share outstanding 61,882,172 61,882,172
Warrants outstanding 6,909,000 6,909,000
Total outstanding 68,791,172 68,791,172
v3.23.2
FAIR VALUE MEASUREMENTS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]    
Assets at fair value on recurring basis $ 410,815 $ 441,243
Fair Value, Inputs, Level 2 [Member]    
Assets at fair value on recurring basis 0 0
Fair Value, Inputs, Level 3 [Member]    
Assets at fair value on recurring basis 0 0
Fair Value [Member]    
Assets at fair value on recurring basis 410,815 441,243
Treasury and government securities [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets at fair value on recurring basis 350,000 300,000
Treasury and government securities [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets at fair value on recurring basis 0 0
Treasury and government securities [Member] | Fair Value, Inputs, Level 3 [Member]    
Assets at fair value on recurring basis 0 0
Treasury and government securities [Member] | Fair Value [Member]    
Assets at fair value on recurring basis 350,000 300,000
Money markets funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets at fair value on recurring basis 60,815 141,243
Money markets funds [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets at fair value on recurring basis 0 0
Money markets funds [Member] | Fair Value, Inputs, Level 3 [Member]    
Assets at fair value on recurring basis 0 0
Money markets funds [Member] | Fair Value [Member]    
Assets at fair value on recurring basis 60,815 141,243
Carrying Value [Member]    
Assets at fair value on recurring basis 410,815 441,243
Carrying Value [Member] | Treasury and government securities [Member]    
Assets at fair value on recurring basis 350,000 300,000
Carrying Value [Member] | Money markets funds [Member]    
Assets at fair value on recurring basis $ 60,815 $ 141,243
v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
6 Months Ended
Jun. 30, 2023
USD ($)
Warrant (Member)  
Annual salary $ 17,000

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