U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- --------------- Commission File No. 33-2150-LA PHANTOMFILM.COM --------------- (Name of Small Business Issuer in its Charter) NEVADA 95-3932052 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) Suite 400, 1111 W. Georgia Street Vancouver, British Columbia V6E 4M3 Canada ------ (Address of Principal Executive Offices) Issuer's Telephone Number: (604) 689-5377 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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. (1) Yes X No (2) Yes X No --- --- --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: December 31, 2000 7,183,142 --------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of PhantomFilm.com, a Nevada corporation (the "Company"), required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company. PHANTOMFILM.COM (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 and March 31, 2000 PHANTOMFILM.COM (A Development Stage Company) Consolidated Balance Sheets ASSETS December 31, March 31, 2000 2000 (Unaudited) CURRENT ASSETS Cash $ - $ 2,499 Prepaid expenses 4,000 10,677 Total Current Assets 4,000 13,176 FURNITURE AND EQUIPMENT, NET (Note 4) - - OTHER ASSETS Mineral properties (Note 5) - - Total Other Assets - - TOTAL ASSETS $ 4,000 $ 13,176 PHANTOMFILM.COM (A Development Stage Company) Consolidated Balance Sheets (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) December 31, March 31, 2000 2000 (Unaudited) CURRENT LIABILITIES Accounts payable $ 27,612 $ 27,967 Accounts payable - related party 875 - Reserve for discontinued operations (Note 6) 205,676 205,676 Total Current Liabilities 234,163 233,643 COMMITMENTS AND CONTINGENCIES (Note 7) STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock: 10,000,000 shares authorized of $0.001 par value, 2,000,000 shares issued and outstanding 2,000 2,000 Common stock: 100,000,000 shares authorized of $0.001 par value, 7,183,142 shares issued and outstanding 7,183 7,083 Additional paid-in capital 11,484,203 11,476,303 Deficit accumulated during the development stage (11,723,549)(11,705,853) Total Stockholders' Equity (Deficit) (230,163) (220,467) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,000 $ 13,176 PHANTOMFILM.COM (A Development Stage Company) Consolidated Statements of Operations (Unaudited) From Inception on For the For the November 10, Nine Months Ended Three Months Ended 1995 Through December 31, December 31, December 31, 2000 1999 2000 1999 2000 REVENUES $ - $ - $ - $ - $ - EXPENSES Depreciation and amortization - 77,656 - 36,599 170,538 General and administrative 17,696 625,649 5,127 76,464 643,552 Total Expenses 17,696 703,305 5,127 113,063 814,090 LOSS FROM OPERATIONS (17,696) (703,305) (5,127) (113,063) (814,090) LOSS FROM DISCONTINUED OPERATIONS (Note 6) - - - - (10,909,730) OTHER INCOME (EXPENSE) Interest income - 377 - 106 271 Total Other Income (Expense) - 377 - 106 271 NET LOSS $ (17,696)$(702,928)$(5,127)$(112,957)$(11,723,549) BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00)$ (0.11)$ (0.00)$ (0.02) PHANTOMFILM.COM (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit) Preferred Stock Common Stock Shares Amount Shares Amount Balance at November 10, 1995 (Inception) - $ - - $ - Common stock issued for cash at approximately $0.00 per share - - - - Currency translation adjustment - - - - Net loss for the year ended March 31, 1996 - - - - Balance, March 31, 1996 - - - - Common stock issued for cash at approximately $3.80 per share - - 288,500 288 Common stock issued for services at approximately $7.60 per share - - 11,500 12 Currency translation adjustment - - - - Net loss for the year ended March 31, 1997 - - - - <CONTINUED> Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Developmental Capital Receivable Income (Loss) Stage Balance, November 10, 1995 - $ - $ - $ - Common stock issued for cash at approximately $0.00 per share - - - - Currency translation adjustment - - (1,230) - Net loss for the year ended March 31, 1996 - - - (157,549) Balance, March 31, 1996 - - (1,230) (157,549) Common stock issued for cash at approximately $3.80 per share 1,089,199 - - - Common stock issued for services at approximately $7.60 per share 87,544 - - - Currency translation adjustment - - 8,542 - Net loss for the year ended March 31, 1997 - - - (1,388,389) Balance, March 31, 1997 $1,176,743 $ - $ 7,312$(1,545,938) PHANTOMFILM.COM (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit) Preferred Stock Common Stock Shares Amount Shares Amount Balance, March 31, 1997 - $ - 300,000 300 Recapitalization (Note 1) - - 1,230,899 1,231 Common stock issued for cash at approximately $3.60 per share - - 610,761 611 Common stock issued for services at approximately $3.60 per share - - 336,650 336 Issuance of warrants - - - - Common stock issued for debt at approximately $2.60 per share - - 382,800 383 Common stock issued for mineral properties at $10.00 per share - - 55,000 55 Preferred stock issued for services at $1.80 per share 2,000,000 200,000 - - Currency translation adjustment - - - - Net loss for the year ended March 31, 1998 - - - - Balance, March 31, 1998 2,000,000 200,000 2,916,110 2,916 <CONTINUED> Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Developmental Capital Receivable Income (Loss) Stage Balance, March 31, 1997 1,176,745 $ - 7,312 $(1,545,938) Recapitalization (Note 1) 392,831 - - - Common stock issued for cash at approximately $3.60 per share 2,821,516 (100,000) - - Common stock issued for services at approximately $3.60 per share 1,179,289 (154,281) - - Issuance of warrants 17,220 - - - Common stock issued for debt at approximately $2.60 per share 995,336 - - - Common stock issued for mineral properties at $10.00 per share 549,945 - - - Preferred stock issued for services at $1.80 per share 160,000 - - - Currency translation adjustment - - 260,719 - Net loss for the year ended March 31, 1998 - - - (3,332,577) Balance, March 31, 1998 7,292,881 (254,281) 268,031(4,878,515) PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit) (Continued) Preferred Stock Common Stock Shares Amount Shares Amount Balance, March 31, 1998 2,000,000 $ 200,000 2,916,110 $ 2,916 Common stock issued for cash at approximately $1.40 per share - - 856,333 856 Common stock issued for services at approximately $1.50 per share - - 1,022,717 1,023 Receipt of subscription receivable - - - - Common stock issued for debt at approximately $2.00 per share - - 12,000 12 Currency translation adjustment - - - - Net loss for the year ended March 31, 1999 - - - - Balance, March 31, 1999 2,000,000 $ 200,000 4,807,160 $ 4,807 <CONTINUED> Deficit Accumulated Additional Stock Other During the Paid-in Subscription Comprehensive Development Capitol Receivable Income (Loss) Stage Balance, March 31, 1998 $7,292,881 $(254,281) $ 268,031$(4,878,515) Common stock issued for cash at approximately $1.40 per share 1,223,424 - - - Common stock issued for services at approximately $1.50 per share 1,494,199 - - - Receipt of subscription receivable - 254,281 - - Common stock issued for debt at approximately $2.00 per share 23,988 - - - Currency translation adjustment - - (268,031) - Net loss for the year ended March 31, 1999 - - - (6,031,215) Balance, March 31, 1999 $10,034,492 - - (10,909,730) PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit) (Continued) Preferred Stock Common Stock Shares Amount Shares Amount Balance, March 31, 1999 2,000,000 $ 200,000 4,807,160 $ 4,807 Common stock issued for debt at $2.50 per share - - 736,196 736 Common stock issued for cash at $0.50 per share - - 100,000 100 Common stock issued for services at approximately $0.46 per share - - 1,192,286 1,192 Common stock issued for License at $0.50 per share (unaudited) - - 250,000 250 Cancellation of common stock - - (2,500) (2) Change in preferred stock at par value - (198,000) - - Net loss for the year ended March 31, 2000 - - - - Balance, March 31, 2000 2,000,000 $ 2,000 7,083,142 $ 7,083 Common stock issued for services at $0.08 per share (unaudited) - - 100,000 100 Net loss for the nine months ended December 31, 2000 (unaudited) - - - - Balance, December 31, 2000 (unaudited) 2,000,000 $ 2,000 7,183,142 $ 7,183 <CONTINUED> Deficit Accumulated Additional Stock Other During the Paid-in Subscription Comprehensive Development Balance, March 31, 1999 $10,034,492 $ - $ - $(10,909,730) Common stock issued for debt at $2.50 per share 520,210 - - - Common stock issued for cash at $0.50 per share 49,900 - - - Common stock issued for services at approximately $0.46 per share 552,699 - - - Common stock issued for License at $0.50 per share 124,750 - - - Cancellation of common stock (3,748) - - - Change in preferred stock at par value 198,000 - - - Net loss for the year ended March 31, 2000 - - - (796,123) Balance, March 31, 2000 $11,476,303 $ - $ - $(11,705,853) Common stock issued for services at $0.08 per share (unaudited) 7,900 - - - Net loss for the nine months ended December 31, 2000 (unaudited) - - - (17,696) Balance, December 31, 2000 (unaudited) $11,484,203 $ - $ - $(11,723,549) PHANTOMFILM.COM (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) From Inception on For the For the November 10, Nine Months Ended Three Months Ended 1995 Through December 31, December 31, December 31, 2000 1999 2000 1999 2000 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(17,696) $(702,928) $(5,127) $(112,957)$(11,723,549) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization expense - 77,656 - 32,036 194,021 Stock issued for services 8,000 371,247 8,000 - 3,526,273 Bad debt expense - - - - 224,941 Write-off mineral property - - - - 3,914,434 Issuance of warrants - - - - 17,220 Currency translation adjustment - - - - (168,626) Changes in operating assets and liabilities: (Increase) decrease in accounts receivable - (10,677) - (10,677) (213,312) (Increase) decrease in deposits and prepaid expenses 6,676 46,419 (4,000) 123,299 (89,365) Increase (decrease) in cash overdraft - - (1,551) - - Increase (decrease) in accounts payable (354) (91,802) 1,803 (80,491) 157,885 Increase in reserve for discontinued operations - - - 89,076 258,161 Increase (decrease) in accounts payable - related party 875 - 875 (6,278) 875 Net Cash (Used) by Operating Activities (2,499) (310,085) - 35,008 (3,901,042) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets - - - - (149,014) Purchase of mineral property and deferred exploration costs - - - - (2,762,539) Net Cash (Used) by Investing Activities - - - - (2,911,553) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from common stock - 556,421 - - 5,340,175 Proceeds on notes payable - - - - 1,713,292 Payments on notes payable - (240,872) - (29,530) (240,872) Net Cash Provided by Financing Activities $ - $315,549 $ - $(29,500) $ 6,812,595 PHANTOMFILM.COM (A Development Stage Company) Consolidated Statements of Cash Flows (Continued) (Unaudited) From Inception on For the For the November 10, Nine Months Ended Three Months Ended 1995 Through December 31, December 31, December 31, 2000 1999 2000 1999 2000 NET INCREASE IN CASH $(2,499) $ (5,464) $ - $ 5,478 $ - CASH AT BEGINNING OF PERIOD 2,499 82 - 68 - CASH AT END OF PERIOD $ - $ 5,546 $ - $ 5,546 $ - CASH PAID FOR: Interest $ - $ - $ - $ - $ - Income taxes $ - $ - $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for acquisition $ - $ - $ - $ - $ 394,062 Common stock issued for debt conversion $ - $ - $ - $ - $ 1,210,719 Common stock issued for mineral properties $ - $ - $ - $ - $ 550,000 Common stock issued for services $ 8,000 $371,247 $ 8,000 $ - $ 3,526,273 Common stock issued for license $ - $125,000 $ - $ - $ 125,000 PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 1 - ORGANIZATION AND HISTORY The consolidated financial statements presented are those of Panther Resources Ltd. (the Company). The Company was originally incorporated as Thermacor Technology, Inc. on September 21, 1984 under the laws of the State of Nevada. On March 26, 1997, the Company changed its name to Golden Panther Resources, Ltd. and on March 10, 1998, the Company changed its name to Panther Resources Ltd. On June 11, 2000, the Company changed its name to PhantomFilm.com. Golden Panther Resources Ltd. (premerger) (GPR) was incorporated under the Company Act of British Columbia on November 10, 1995 as 508556 B.C. Ltd. and changed its name to Golden Panther Resources Ltd. on March 28, 1996. On April 2, 1997, Panther Resources Ltd. and Golden Panther Resources, Ltd. completed an Agreement and Plan of Reorganization whereby the Company issued 300,000 shares of its common stock in exchange for all of the outstanding common stock of GPR. Immediately prior to the Agreement and Plan or Reorganization, the Company had 1,230,890 shares of common stock issued and outstanding. The acquisition was accounted for as a recapitalization of GPR because the shareholders of GPR controlled the Company after the acquisition. Therefore, GPR is treated as the acquiring entity. There was no adjustment to the carrying value of the assets or liabilities of GPR in the exchange. The Company is the acquiring entity for legal purposes and GPR is the surviving entity for accounting purposes. On March 1, 1997, the Company completed a reverse stock split of 1-for-10 shares. On March 22, 1997, the shareholders of the Company authorized a reverse stock split of 1- for-20 shares. On June 11, 2000, the shareholders of the Company authorized a reverse stock split of 1-for-10 shares. All references to common stock have been retroactively restated. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES a. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a March 31 year end. b. Cash and Cash Equivalents Cash equivalents include short term, highly liquid investments with maturities of three months or less at the time of acquisition. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) c. Basic Loss Per Share For the Three Months Ended For the Nine Months Ended December 31, 2000 December 31, 2000 Loss Shares Per Share Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator)(Denominator) Amount $ (5,127) 7,152,809 $ (0.00) $ (17,696) 7,102,809 $ (0.00) For the Three Months Ended For the Nine Months Ended December 31, 1999 December 31, 1999 Loss Shares Per Share Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator)(Denominator) Amount $(112,957) 7,245,645 $ (0.02) $(702,928) 6,433,069 $ (0.11) The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. d. Provision for Taxes At December 31, 2000, the Company had net operating loss carryforwards of approximately $4,200,000 that may be offset against future taxable income through 2019. No tax benefit has been reported in the consolidated financial statements, because the Company believes there is a 50% or greater chance the carryforward will expire unused. Accordingly, the potential tax benefits of the loss carryforward are offset by a valuation account of the same amount. e. Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. f. Preferred Stock The Company has authorized 10,000,000 shares of preferred stock, par value $0.001 per share. 2,000,000 shares of the preferred stock have been issued as a Class A issuance. Each share is convertible into 5 shares of common stock at $0.10 per share. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) g. Mineral Properties The costs associated with acquiring and exploring mineral properties are capitalized on an individual property basis. When a property is developed to the stage of commercial production, the related costs will be amortized over the estimated reserve life of the property. If a property is abandoned or if it is determined that its net recoverable value is less than book value, the related costs will be charged against operations in the year of abandonment or impairment in value. The recorded amounts represent cost to date and do not necessarily reflect present or future value. Mineral property option payments received by the Company upon sale of an interest in a mining property are considered a recovery of costs and are recorded as a reduction of the mineral property costs. The Company has set up an allowance for the full amount of the mineral properties due to the doubtfulness of the recoverability of the costs (Note 5). h. Title to Mineral Properties Although it is the Company's policy to confirm the validity of its rights to title to, or contract rights with respect to, each mineral property in which it has a material interest, there is no guarantee that title to its properties will not be challenged or impugned. Title insurance generally is not available, and the Company's ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. The Company has conducted surveys of all of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims is not in doubt. All mineral properties have a full allowance because of the doubtful nature of future cash flows. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) i. Concentrations of Risk - Foreign Operations The Company has conducted exploration activities in countries with developing economies, including Mexico and Indonesia. Both of these countries have experienced recently, or are experiencing currently, economic or political instability. Hyperinflation, volatile exchange rates and rapid political and legal change, often accompanied by military insurrection, have been common in these and certain other emerging markets in which the Company may conduct operations. The Company may be materially adversely affected by possible political or economic instability in any one or more of those countries. The risks include, but are not limited to terrorism, military repression, expropriation, changing fiscal regimes, extreme fluctuations in currency exchange rates, high rates of inflation and the absence of industrial and economic infrastructure. Changes in mining or investment policies or shifts in the prevailing political climate in any of the countries in which the Company conducts exploration and development activities could adversely affect the Company's business. Operations may be affected in varying degrees by government regulations with respect to production restrictions, price controls, export controls, income and other taxes, expropriation of property, maintenance of claims, environmental legislation, labor, welfare benefit policies, land use, land claims of local residents, water use and mine safety. The effect of these factors cannot be accurately predicted. Currently, the Company is not conducting operations in Mexico or Indonesia. j. Capital Assets and Amortization Capital assets are recorded at cost and amortization is provided over the estimated economic life on a straight line basis at the following rates: Office furniture and equipment 20% per year Computer equipment 30% per year Drilling equipment 20% per year k. Foreign Currency Translation Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the period and exchange rate. Non-monetary assets are translated at the historical exchange rate and all income and expenses are translated at the exchange rates prevailing during the period. Foreign exchange currency translation adjustments are included in the stockholders' equity section. l. Fair Value of Financial Instruments As of December 31, 2000, the fair value of cash, accounts receivable and accounts and advances payable including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) m. Principles of Consolidation The consolidated financial statements include the accounts of PhantomFilm.com, Golden Panther Resources, Incorporated, Golden Panther Investments, Ltd. and Panther Group, Ltd. All significant intercompany accounts have been eliminated. n. Change in Accounting Principles In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which requires companies to record derivatives as assets or liabilities, measured at fair market value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. The adoption of this statement had no material impact on the Company's consolidated financial statements. o. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal recurring nature. NOTE 3 - GOING CONCERN The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company intends to develop business on the internet. In the interim, management is committed to meeting the operational cash flow needs of the Company. NOTE 4 - FURNITURE AND EQUIPMENT December 31 and March 31, 2000 Accumulated Net Book Cost Depreciation Value Office furniture and equipment $ 71,260 $ 71,260 $ - $ 71,260 $ 71,260 $ - During the nine months ended December 31, 2000 and 1999, the Company expensed $-0- and $77,656 in depreciation, respectively. These amounts are included in loss from discontinued operations. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 5 - MINERAL PROPERTIES AND DEFERRED EXPENDITURES La Verde, Mexico property $ 820,208 Exploration costs - La Verde property 1,161,485 Kutai property - East Kaumantan, Indonesia 1,250,000 Exploration and development costs - Kutai property 233,693 Allowance for loss on mineral properties (3,465,386) $ - Kutai Property, Indonesia Panther acquired in 1996 a property known as Kutai. It is 123,548 acres (50,000 hectares) in size and is located in the province of Eastern Kalimantan on the Island of Borneo. Panther has a joint venture agreement on the property with an Indonesian partner, P.T. Pertiwi Kencana Abadi (PKA), a company incorporated in Indonesia. Panther has 80% of the concession while PKA has 20%. Panther can acquire an additional 10% of the property for a $5,000,000 lump sum payment to PKA. La Verde Property, Sinaloa, Mexico The La Verde properties are located near Cosala in the State of Sinaloa, about 99 miles north of Mazatlan, Mexico, and 97 miles southeast of Culiacan, the capital of Sinaloa. Allowance for Loss on Mineral Properties The Company has set up an allowance for 100% of the mineral properties because of the change in the Company's business plan. This amount is recorded in the loss from discontinued operations. PHANTOMFILM.COM (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2000 and 1999 NOTE 6 - LOSS FROM DISCONTINUED OPERATIONS On March 31, 1999, the Board of Directors of the Company decided to discontinue the mining operations due to a lack of funding and low precious metal prices. The following is a summary of the loss from discontinued operations. From Inception on November 10, 1995 Through June 30, 1999 REVENUES $ - EXPENSES General and administrative 6,923,450 Depreciation 23,483 Total Expenses 6,946,933 LOSS FROM OPERATIONS (6,946,933) OTHER INCOME (EXPENSE) Currency translation income 168,626 Write-off of mineral property (3,914,434) Bad debt expense (224,941) Interest income 7,952 Total Other Income (Expense) (3,962,797) NET LOSS $ (10,909,730) The Company had liabilities of $205,676 which are associated with the discontinued operations. No income tax benefit has been attributed to the loss from discontinued operations NOTE 7 - COMMITMENTS AND CONTINGENCIES Lease The Company has a month-to-month office lease agreement which calls for payments of $6,292 per month. NOTE 8 - COMMON STOCK On October 31, 2000, the Company issued 100,000 shares of common stock for services, valued at $0.08 per share for $8,000. Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ The Company's business plan calls for it to derive revenues from licensing streaming video technology to other companies and from the sale of advertising on its own Web sites, including gateway ads with guaranteed "click-throughs," channel and event sponsorships, and traditional banner advertisements. Management believes that streaming media technology is essential to the evolution of the World Wide Web as a mass communication medium since it provides a more compelling user experience. Although the Company is not one of the early entrants into the internet video market, it plans to establish strong brand recognition for its streaming video Technology. Results of Operation. - --------------------- From our inception through December 31, 2000, we have had no revenues and our operating activities consisted primarily of investing in mineral properties. On June 29th, 1999 the Company entered into a non- exclusive licensing agreement wherein the Company obtained the right to market streaming video technology on a non-exclusive basis. At the present time this technology is not ready for commercial use. Future sales of business services related to streaming media content and advertising are projected to be the main sources of our revenues. The company plans to pursue other avenues of the streaming video business through acquisition or joint venture arrangements although there is nothing formalized at this time. We have incurred significant losses since inception on November 10, 1995. From inception to December 31, 2000, the Company has incurred a net loss of $11,723,549, with a net loss of $17,696 for the nine months ended December 31, 2000. We believe that our success will depend largely on our ability to compete as a source for streaming media programming and business services to the Web. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ---------------------------- None; not applicable. Item 2. Changes in Securities. - -------------------------------- None; not applicable. Item 3. Defaults Upon Senior Securities. - ------------------------------------------ None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. - -------------------------------------------------------------- None; not applicable. Item 5. Other Information. - ---------------------------- None; not applicable. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. None. (b) Reports on Form 8-K. None. 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. PHANTOMFILM.COM Date: 20/02/01 By/s/Victor Cardenas -------------- ------------------------------------- Victor Cardenas President/Director Date: 20/02/01 By/s/Gordon Muir -------------- ------------------------------------- Gordon Muir CEO/Director Date: 20/02/01 By/s/Penny Perfect -------------- ------------------------------------- Penny Perfect Director Date: 20/02/01 By/s/Katharine Johnston -------------- ------------------------------------- Katharine Johnston Director