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 June 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-2150-LA
PHANTOMFILM.COM
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(Name of Small Business Issuer in its Charter)
NEVADA 95-3932052
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(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
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(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:
June 30, 2001
12,052,384
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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
June 30, 2001
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
June 30, March 31,
2001 2001
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
Prepaid expenses - 1,333
Total Current Assets - 1,333
FURNITURE AND EQUIPMENT, NET - -
TOTAL ASSETS $ - $ 1,333
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ 17 $ 11
Accounts payable 3,977 3,444
Notes payable, related party 31,509 27,999
Reserve for discontinued operations 205,676 205,676
Total Current Liabilities 241,179 237,130
COMMITMENTS AND CONTINGENCIES
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, 12,052,384 shares issued and
outstanding 12,052 12,052
Additional paid-in capital 11,555,441 11,555,441
Stock subscriptions receivable (24,346) (24,346)
Deficit accumulated during the development
stage (11,786,326)(11,780,944)
Total Stockholders' Equity (Deficit) (241,179) (235,797)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ 1,333
The accompanying notes are an integral part of these consolidated financial
statements.
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2001 2000 2001
REVENUES $ - $ - $ -
EXPENSES
Depreciation and amortization - - 170,538
General and administrative 5,382 11,954 706,058
Total Expenses 5,382 11,954 876,596
LOSS FROM OPERATIONS (5,382) (11,954) (876,596)
LOSS FROM DISCONTINUED
OPERATIONS - - (10,909,730)
NET LOSS $ (5,382) $ (11,954)$ (11,786,326)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 12,052,384 7,083,142
The accompanying notes are an integral part of these consolidated financial
statement.
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 - - - -
Balance, March 31, 1997 - - 300,000 300
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)
The accompanying notes are an integral part of these consolidated financial
statements.
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
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)
The accompanying notes are an integral part of these consolidated financial
statements.
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
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)
The accompanying notes are an integral part of these consolidated financial
statements.
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
The accompanying notes are an integral part of these consolidated financial
statements.
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)
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, 2000 2,000,000 $ 2,000 7,083,142 $ 7,083
Common stock issued for services
at $0.08 per share - - 100,000 100
Stock issued for cash at $0.005
per share - - 4,869,242 4,869
Additional expense through
extension and revaluation of
warrants - - - -
Net loss for the year ended
March 31, 2001 - - - -
Balance, March 31, 2001 2,000,000 $ 2,000 12,052,384 $ 12,052
Net loss for three months
ended June 30, 2001
(unaudited) - - - -
Balance, June 30, 2001
(unaudited) 2,000,000 $ 2,000 12,052,384 $ 12,052
Deficit
Accumulated
Additional Stock Other During the
Paid-in Subscription Comprehensive Development
Balance, March 31, 2000 $11,476,303 $ - $ - $(11,705,853)
Common stock issued for services
at $0.08 per share (unaudited) 7,900 - - -
Stock issued for cash at $0.005
per share 19,477 (24,346) - -
Additional expense through
extension and revaluation of
warrants 51,761 - - -
Net loss for the year ended
March 31, 2001 - - - (75,091)
Balance, March 31, 2001 $11,555,441 $(24,346) $ - $(11,780,944)
Net loss for the three months
ended June 30, 2001 (unaudited) - - - (5,382)
Balance, June 30, 2001
(unaudited) $11,555,441 $(24,346) $ - $(11,786,326)
The accompanying notes are an integral part of these consolidated financial
statements.
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,382)$ (11,954) $(11,786,326)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and amortization
expense - - 194,021
Stock issued for services - - 3,526,273
Bad debt expense - - 224,941
Write-off mineral property - - 3,914,434
Issuance of warrants - - 68,981
Currency translation adjustment - - (168,626)
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable - - (213,312)
(Increase) decrease in deposits
and prepaid expenses 1,333 10,677 (85,365)
Increase (decrease) in accounts
payable and accounts payable -
related party 4,043 (2,826) 165,759
Increase in reserve for
discontinued operations - - 258,161
Net Cash (Used) by
Operating Activities (6) (4,103) (3,901,059)
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
Increase in cash overdraft 6 1,604 17
Proceeds from common stock - - 5,340,175
Proceeds on notes payable - - 1,472,420
Net Cash Provided by
Financing Activities 6 1,604 6,812,612
NET INCREASE IN CASH - (2,499) -
CASH AT BEGINNING OF PERIOD - 2,499 -
CASH AT END OF PERIOD $ - $ - $ -
The accompanying notes are an integral part of these consolidated financial
statements.
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2001 2000 2001
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 $ - $ - $ 3,518,273
Common stock issued for
license $ - $ - $ 125,000
The accompanying notes are an integral part of these consolidated financial
statements.
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2001 and 2000
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at June 30, 1999 and 1998 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 2001 audited
consolidated financial statements. The results of operations for
period ended June 30, 2001 and 2000 are not necessarily indicative of
the operating results for the full year.
NOTE 2 - 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.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
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The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others.
Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public through a "reverse" reorganization or merger.
Results of Operation.
- ---------------------
We have incurred significant losses since inception on November 10,
1995. From inception to June 30, 2001, the Company has incurred a net loss of
$11,786,326, with a net loss of $5,382 for the three months ended June 30,
2001.
Liquidity
- ---------
As of June 30, 2001, the Company had $0 current assets, with
$241,179 in current liabilities and ($241,179) in total stockholders' equity.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities.
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None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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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: 8-8-01 By /s/ Victor Cardenas
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Victor Cardenas
President/Director
Date: 8-8-01 By /s/ Gordon Muir
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Gordon Muir
CEO/Director
Date: 8-8-01 By /s/ Penny Perfect
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Penny Perfect
Director
Date: 8-8-01 By /s/ Katharine Johnston
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Katharine Johnston
Director