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, 1999 [ ] 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: June 30, 1999 6,538,052 --------- 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 (Formerly Panther Resources, Ltd.) (A Development Stage Company) Consolidated Balance Sheets ASSETS June 30, March 31, 1999 1999 (Unaudited) CURRENT ASSETS Cash $ - $ 82 Prepaid expenses 2,299 799 Total Current Assets 2,299 881 FURNITURE AND EQUIPMENT, NET 41,975 45,538 OTHER ASSETS Mineral properties - - Deposits 46,380 46,380 Total Other Assets 46,380 46,380 TOTAL ASSETS $90,654 $ 92,799 PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (A Development Stage Company) Consolidated Balance Sheets LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) June 30, March 31, 1999 1999 Unaudited) CURRENT LIABILITIES Cash overdraft $ 28 $ - Accounts payable 138,598 175,121 Accounts payable - related parties 47,677 329,948 Reserve for discontinued operations 67,161 258,161 Total Current Liabilities 253,464 763,230 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock: 10,000,000 shares authorized of $0.10 par value, 2,000,000 shares issued and outstanding 200,000 200,000 Common stock: 100,000,000 shares authorized of $0.001 par value, 6,538,052 and 4,807,160 shares issued and outstanding, respectively 6,539 4,807 Additional paid-in capital 11,007,679 10,034,492 Stock subscription receivable (150,000) - Deficit accumulated during the development stage (11,227,028) (10,909,730) Total Stockholders' Equity (Deficit) (162,810) (670,431) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 90,654 $ 92,799 PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (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, 1999 1998 1999 REVENUES $ - $ - $ - EXPENSES General and administrative 317,298 - 317,298 Total Expenses 317,298 - 317,298 LOSS FROM OPERATIONS (317,298) - (317,298) LOSS FROM DISCONTINUED OPERATIONS - (570,958) (10,909,730) NET LOSS (317,298) (570,958) (11,227,028) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation - - - Total Other Comprehensive Income (Loss) - - - NET COMPREHENSIVE LOSS $ (317,298) $ (570,958) $(11,227,028) BASIC LOSS PER SHARE OF COMMON STOCK $ (0.05) $ (2.00) FULLY DILUTED LOSS PER SHARE OF COMMON STOCK $ (0.05) $ (2.00) PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (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 - - 288,500 286 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 $ 298 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, 1997 - $ - 300,000 $ 298 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 - - 336,650 337 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 $2,915 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 $2,915 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 1,024 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 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 services at approximately $0.45 per share (unaudited) - - 942,500 943 Common stock issued for cash at $0.50 per share (unaudited) - - 712,842 713 Common stock issued for debt conversion at $2.50 per share (unaudited) - - 76,300 76 Net loss for the three months ended June 30, 1999 (unaudited) - - - - Balance, June 30, 1999 (unaudited) 2,000,000 $200,000 6,538,802 $ 6,539 Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Development Capital Receivable Income (Loss) Stage $ - $ - $ - $ - - - - - - - (1,230) - - - - (157,549) - - (1,230) (157,549) 1,089,201 - - - 87,544 - - - - - 8,542 - - - - (1,388,389) $1,176,745 $ - $ 7,312 $(1,545,938) Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Development Capital Receivable Income (Loss) Stage $1,176,745 $ - $ 7,312 $(1,545,938) 392,831 - - - 2,821,516 (100,000) - - 1,179,289 (154,281) - - 17,220 - - - 995,336 - - - 549,945 - - - 160,000 - - - - - 260,719 - $7,292,882 $ (254,281 $ 268,031 $(4,878,515) Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Development Capital Receivable Income (Loss) Stage $7,292,882 $ (254,281) $ 268,031 $(4,878,515) 1,223,424 - - - 1,494,198 - - - 23,988 - - - - - (268,031) - - - - (6,031,215) $10,034,492 $ - $ - $(10,909,730) Deficit Accumulated Additional Stock Other During the Paid-In Subscription Comprehensive Development Capital Receivable Income (Loss) Stage $10,034,492 $ - $ - $(10,909,730) 426,555 (150,000) - - 355,708 - - - 190,924 - - - $11,007,679 $ (150,000) $ - $(11,227,028) PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (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, 1999 1998 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(317,298) $(570,958) $(11,227,028) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation expense 3,563 2,451 27,046 Stock issued for services 277,498 20,998 3,245,621 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 - (25,000) (213,312) (Increase) decrease in deposits and prepaid expenses (1,500) 5,937 (134,044) Increase (decrease) in cash overdraft 28 (22,245) 28 Increase (decrease) in accounts payable (318,794) (25,477) (151,904) Increase in reserve for discontinued operations - - 258,161 Net Cash (Used) by Operating Activities (356,503) (614,294) (4,207,463) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets - (13,867) (149,014) Purchase of mineral property and deferred exploration costs - (2,000) (2,762,539) Net Cash (Used) by Investing Activities - (15,867) (2,911,553) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from common stock 356,421 254,281 5,646,596 Proceeds on notes payable - 399,873 1,472,420 Net Cash Provided by Financing Activities 356,421 654,154 7,119,016 NET INCREASE (DECREASE) IN CASH (82) 23,993 - CASH AT BEGINNING OF PERIOD 82 - - CASH AT END OF PERIOD $ - $ 23,993 $ - PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (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, 1999 1998 1999 CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for acquisition $ - $ - $ 394,062 Common stock issued for debt conversion $ 191,000 $ - $1,210,719 Common stock issued for mineral properties $ - $ - $ 550,000 PHANTOMFILM.COM (Formerly Panther Resources, Ltd.) (A Development Stage Company) Notes to the Consolidated Financial Statements June 30, 1999 and 1998 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 for all periods presented have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with general 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, 1999 audited consolidated financial statements. The results of operations for the periods ended June 30, 1999 and 1998 are not necessarily indicative of the operating results for the full year. Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ The following Item contains forward-looking statements within the meaning of Federal securities law. You can identify these statements because they use forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue," "believe," "intend," or other similar words. These words, however, are not the exclusive means by which you can identify these statements. You can also identify forward-looking statements because they discuss future expectations, contain projections of results of operations or of financial conditions, characterize future events or circumstances or state other forward- looking information. We have based all forward-looking statements included in this Item on information currently available to us, and we assume no obligation to update any such forward-looking statements. Although we believe that the expectations reflected in such forward- looking statements are based on reasonable assumptions, actual results could differ materially from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, among others: - our limited operating history; - our dependence on third party providers of content; - our dependence on the acceptance of streaming media technology; - our dependence on the continuing acceptance of the internet as an advertising medium; - our potential inability to manage our growth; and - intense competition for internet broadcasting and services. In evaluating our business, investors should carefully consider the information set forth under the heading "Company Risk Factors," above. We caution investors that our business and financial performance are subject to substantial risks and uncertainties. The following Item should be read in conjunction with the Consolidated Financial Statements. See Part II, Item 7 of this Report. INTRODUCTION In this Item, we explain the general financial condition and the results of operations for the Company and its subsidiaries including: - what factors affect our business; - how all of the above affects our overall financial condition; and - where cash will come from to provide working capital and to pay for future capital expenditures. RESULTS OF OPERATIONS From our inception through June 30, 1999, we have had no revenues and our operating activities consisted primarily of investing in mineral properties. During the fiscal quarter ended June 30, 1999, the Company has taken certain actions to change its business focus from mining exploration and development to the commercial development and exploitation of streaming video and audio technology for internet use. These actions have included the execution of a Licensing Agreement with AlphaTrade.com and the amendment of the Company's Articles of Incorporation to change its name to "PhantomFilm.com," all as discussed in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999, which was filed with the Securities and Exchange Commission on July 15, 1999, and amended July 26, 1999. Future sales of business services related to streaming media content and advertising are projected to be the main sources of our revenues. We have incurred significant losses since inception on November 10, 1995. From inception to June 30, 1999, the Company has incurred a net comprehensive loss of $11,227,028, with a net comprehensive loss of $317,298 during the quarterly period ended June 30, 1999. We believe that our success will depend largely on our ability to compete as a source for streaming media programming and business services on the Web. Accordingly, we intend to invest heavily in order to: - develop our sales and marketing; - acquire media content and hosting services; and - continue the development of our streaming video. The Company is currently preparing a limited offering of up to 500,000 "unregistered" and "restricted" shares of its common stock at a price of $0.50 per share, to a small number of accredited investors. The Company has sold 100,000 such shares to date, and it is expected that this financing will be completed in approximately the middle of August, 1999. Management believes that this funding will be sufficient to allow the Company to commence operations. However, the long-term success of the Company's operations will depend entirely upon its success in developing and maintaining a market for its Technology. The Company expects to continue to incur operating losses for the foreseeable future. MINERAL PROPERTIES The Company's Board of Directors has determined to change the direction of the Company's business from mining to technology for the following reasons: - the Company was unable to complete a financing that was necessary to allow it to conduct mining exploration and development activities on the La Verde property located in the State of Sinaloa, Mexico; and - weakness in the mineral resources industry and prices of metals. PLAN OF OPERATIONS Although management presently intends to maintain its current interests in mineral properties and to resume the acquisition, exploration and development of mineral properties in the future, to the extent that it is economically feasible, the Company will pursue the commercial exploitation of its streaming video technology (the "Technology") as its principal business focus for the foreseeable future. The Company believes that its streaming video Technology is better than any other internet video on the market. The Technology allows the delivery of movies and live interactive video through the browser without plugins or download, like most of competitor's technologies require. Nor is there any lengthy wait for the Technology to initialize and start. The Company's Web video has a larger screen (frame) and a greater frame rate than the competitions'. In addition, the Technology adjusts its bandwidth requirements intelligently and dynamically and its codec (compression-decompression code) avoids the pixelization that plagues other web video products. Management believes that the Company's is the first Web video product to coordinate and control actions within the rest (the non-video portion) of the browser with the frame number of the video stream, a multimedia slide show in synch with the video. The Company's revenue model is to license the technology to web TV and radio stations and other sites which might have an interest and to sell infomercial space using the Technology on its home page and to actually produce video content. The Company's Technology consists of a compression and stream server sitting at the licensee's site, and a lightweight display applet which executes on the client browser. The Company is still in the development stage and management believes that it is approximately 30 days away from a working proto-type of its Stage 1 technology. However, unforeseen difficulties may occur and the Company can provide no assurance that this timeline will be met. The Company's development plan is scheduled to be completed in two stages. The goals of Stage One are to "clean up" and improve its existing alpha applet/server code. In Stage One, the Company intends to achieve instant download of the applet and good quality at a 320 x 240 pixel frame size and 10 fps (frames per second). To date, management is pleased with the progress toward instant download. However, the quality of the video at 56 kbps is still insufficient and will require a large amount of additional work. The principal reason for this insufficiency is a lack of server bandwidth, which the Company believes it can solve by buying more bandwidth and servers. The Company believes that it will need about 40 kbps per concurrent user in order to overcome this problem. Another quality problem is the high CPU/video card load. Although the video applet does not overload the central processing unit ("CPU") on a high end PC, on an old non-MMX 200 mhz (megahertz) PC it runs very slowly. On PC's with old, less expensive video cards it does not run at all. The solution to this is for AlphaTrade's development team to apply profilers such as JProbe and OptimizeIt to the applet to determine what method calls are pegging the CPU. Once this has been done, developers will have to redesign to keep CPU utilization to a minimum. The code is currently over-reliant on the MMX integer graphics extensions and also makes graphics calls at too high a level. The development team will have to move some of the frame composition and triple buffering into the applet and not rely on the CPU and the graphics card to do it automatically. Yet another problem with the current pre-release applet/server team is dynamically variable client-side bandwidth. The Company's current applet assumes that on a 56k line the client can get a steady 40k of bandwidth. This is not actually the case because client bandwidth varies significantly during a session. Bandwidth often drops below 5 kbps for tens of seconds at a time. When this happens the buffer is emptied and the video pauses or becomes slow and jerky. Currently, the Company caches at least the first eight seconds of video to start off and also starts all videos with easily compressible shots so that the cache can fill with more that eight seconds of video in less than eight seconds. The developement team is currently adding a second buffer so that every video can be started out with a pre-cached 30 second PhantomFilm (or one of its clients) advertisement. While the advertisement runs, the first 30 seconds of the video can be buffered instead of only eight seconds. Management believes that this will help significantly, but for a long video (e.g., a movie or live sports event) it will not be enough. The solution will be to monitor the bandwidth and optimally reduce the frame rate when the buffer gets low. This requires the server, based on information about the buffer and its rate of depletion collected on the client, to reduce the number of frames being sent (and to change the frame rate hints telling the client how fast to play it) in times of low bandwidth. This raises certain technological difficulties with the server. AlphaTrade's development team will set up the Company's server- side component to mathematically optimally feed frames to the client so that there are no bandwidth induced pauses or slowness or choppiness. Voice/video synchronization problems in the current applet are a final problem to be address in Stage One of the development plan. This problem is due entirely to the separation of the audio and video buffers. Management believes that this separation is for the best as it allows the Company to market a net radio product and also to apply an audio optimal codec to the audio instead of just using the video codec. In order to resolve this problem the development team will need to add frame number markers to the audio stream to keep it in synch. In Stage Two of the development process, the development team will rewrite codec and take other steps to increase the display size to full screen and 30 frames per second. Work on rewriting the codec is already far advanced. The research team will replace the current cyclic compression/decompression algorythm with an ad hoc collection of fractal, wavelet, pct and vector quantization methods. This, along with adding buffers and separating each video into z-index layers (using the optimal codec on each layer), should improve the applet to full screen, hi resolution at 10 fps. Additionally as part of Stage Two, the development team will add code in the applet to interpolate between frames using a compact distortion metric to achieve 30 fps. Management believes that this is a fairly easy way to achieve high frame rates. Within three months, the Company believes that it will be able to deliver high resolution, full screen, full motion video in the browser with no delay, no jerkiness, no plug-in, no installation and no download. However, unforeseen complications may arise that may significantly delay the Company's development schedule. Year 2000. - ---------- Many currently installed computer systems and software products only accept two digits to identify the year in any date. Thus, the year 2000 will appear as "00," which the system might consider to be the year 1900 rather than the year 2000. This could result in system failures, delays or miscalculations causing disruptions to our operations. With the assistance of an independent consultant, we have evaluated the Year 2000 readiness of the hardware and software utilized in our operations, including non-information technology operations, such as building security, voice mail and other systems. Our evaluation included: - the identification of internally utilized products; - checking of products' Year 2000 readiness; and - assessment of repair or replacement. Based on this assessment, we have determined that there are no material Year 2000 issues within our systems and services. Since third parties developed and currently support many of the systems that we use, a significant part of this effort will be to ensure that these third-party systems are Year 2000 ready. We plan to confirm this readiness through a combination of the representation by these third parties of their products' Year 2000 readiness, as well as specific testing of these systems. The failure of systems maintained by third parties to be Year 2000 ready could cause us to incur significant expense to remedy any problems, reduce our revenues from such third parties or otherwise seriously damage our business. A significant Year 2000-related disruption of the network services or equipment that third-party vendors provide to us could also cause our users to consider seeking alternate providers or cause an unmanageable burden on our technical support. Additionally, we rely upon various governmental agencies, utility companies, telecommunications service companies, delivery service companies and other service providers. There is no assurance that such parties will not suffer a year 2000 business disruption, which could adversely affect our ability to conduct our business. Our failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, some of our normal business activities or operations. 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. - -------------------------------------------------------------- On June 11, 1999, the Company held an Annual Meeting of Shareholders at its head office in Vancouver, British Columbia, Canada to approve: (1) a reverse split of the issued and outstanding shares of the Company's common stock in the ratio of one share for 10, with fractional shares rounded up to the nearest whole share and with appropriate adjustments in the stated capital and additional paid-in capital accounts of the Company; (2) the amendment of the Company's Articles of Incorporation to change its name from "Panther Resources Ltd." to "PhantomFilm.com"; and (3) the amendment of the Company's Articles of Incorporation to decrease the par value of its preferred shares from one dime ($0.10) per share to one mill ($0.001) per share. Each of the foregoing proposals was approved by the holders of a majority of the voting power of the Company's outstanding securities. Item 5. Other Information. - ---------------------------- None; not applicable. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. 27 Financial Data Schedule. (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: 8/12/99 By /s/ Gordon J. Muir -------------- ------------------------------------- Gordon J. Muir CEO and Chairman of the Board Date: 8/12/99 By /s/ Penny Perfect -------------- ------------------------------------- Penny Perfect President and Director Date: 8/12/99 By /s/ Katharine Johnston -------------- ------------------------------------- Katharine Johnston Vice President and Director Date: 8/12/99 By /s/ Victor Cardenas -------------- ------------------------------------- Victor Cardenas Director