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 September 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:
September 30, 1999
7,081,302
---------
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 FINANCIAL STATEMENTS
September 30, 1999 and March 31, 1999
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, March 31,
1999 1999
(Unaudited)
CURRENT ASSETS
Cash $ 68 $ 82
Prepaid expenses 77,299 799
Total Current Assets 77,367 881
FURNITURE AND EQUIPMENT, NET 32,168 45,538
OTHER ASSETS
Mineral properties 46,760 -
Deposits - 46,380
License fees 93,750 -
Total Other Assets 140,510 46,380
TOTAL ASSETS $ 250,045 $ 92,799
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 163,810 $ 175,121
Accounts payable - related parties 35,808 329,948
Reserve for discontinued operations 67,161 258,161
Total Current Liabilities 266,779 763,230
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,
7,081,302 and 4,807,160 shares
issued and outstanding, respectively 7,081 4,807
Additional paid-in capital 11,275,886 10,034,492
Deficit accumulated during the
development stage (11,499,701) (10,909,730)
Total Stockholders' Equity (Deficit) (16,734) (670,431)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 250,045 $ 92,799
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
For the Six Months Ended For the Three Months Ended
September 30, September 30,
1999 1998 1999 1998
REVENUES $ - $ - $ - $ -
EXPENSES
General and
administrative 549,185 - 235,450 -
Depreciation and
amortization 41,057 - 37,494 -
Total Expenses 590,242 - 272,944 -
LOSS FROM OPERATIONS (590,242) - (272,944) -
LOSS FROM DISCONTINUED
OPERATIONS - (1,382,593) - (811,635)
OTHER INCOME (EXPENSE)
Interest income 271 - 271 -
Total Other
Income (Expense) 271 - 271 -
NET LOSS (589,971) (1,382,593) (272,673) (811,635)
OTHER COMPREHENSIVE
INCOME (LOSS)
Foreign currency
translation - - - -
Total Other
Comprehensive
Income (Loss) - - - -
NET COMPREHENSIVE LOSS $ (589,971) $(1,382,593) $ (272,673) $(811,635)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.09) $ (0.40) $ (0.04) $ (0.20)
FULLY DILUTED LOSS PER
SHARE OF COMMON STOCK $ (0.09) $ (0.40) $ (0.04) $ (0.20)
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
Inception on
November 10,
1989 Through
September 30,
1999
REVENUES $ -
EXPENSES
General and Administrative 549,185
Depreciation and amortization 41,057
Total Expenses 590,242
LOSS FROM OPERATIONS (590,242)
LOSS FROM DISCONTINUED
OPERATIONS (10,909,730)
OTHER INCOME (EXPENSE)
Interest income 271
Total Other Income (Expense) 271
NET LOSS (11,499,701)
OTHER COMPREHENSIVE
INCOME (LOSS)
Foreign currency translation -
Total Other Comprehensive
Income (Loss) -
NET COMPREHENSIVE LOSS (11,499,701)
BASIC LOSS PER SHARE OF
COMMON STOCK
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)
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
Balance at
November 10, 1995
(Inception) $ - $ - $ - $ -
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 1,089,201 - - -
Currency translation
adjustment - - 8,542 -
Net loss for the year
ended March 31, 1997 - - - (1,388,389)
Balance March 31, 1997 $1,176,745 $ - $ 7,312 $(1,545,938)
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
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 - - 336,650 337
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)
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
Balance at
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 - - 160,719 -
Net loss for the year
ended March 31, 1998 - - - (3,332,557)
Balance, March 31, 1998 $7,292,882 $(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 200,000 $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)
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
Balance,
March 31, 1998 $7,292,882 $ (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 1,494,198 - - -
Receipt of subscription
receivable - 254,281 - -
Common stock issued
for debt at
approximately $2.00
per share 23,988 - - -
Currency translation
adjustment - - - (6,031,215)
Net loss for the year
ended 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 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
Common stock issued for services
at approximately $0.50 per share
(unaudited) - - 200,000 200
Common stock issued for cash at
$0.50 per share (unaudited) - - 100,000 100
Common stock issued for License at
$0.50 per share (unaudited) - - 250,000 250
Cancellation of service shares issued
at $0.50 per share (unaudited) - - (5,000) (5)
Cancellation of service shares issued
at $1.50 per share (unaudited) - - (2,500) (3)
Net loss for the six months ended
September 30, 1999 (unaudited) - - - -
Balance, September 30, 1999
(unaudited) 2,000,000 $ 200,000 7,081,302 $ 7,081
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
Balance,
March 31, 1999 $10,034,492 - $ _ $(10,909,730)
Common stock issued
for services at
approximately $0.45
per share
(unaudited) 426,555 - - -
Common stock issued
for cash at $0.50
per share (unaudited) 355,708 - - -
Common stock issued
for debt conversion
at $2.50 per share
(unaudited) 190,924 - - -
Common stock issued
for services at
approximately $0.50
per share (unaudited) 99,800 - - -
Common stock issued for
cash at $0.50 per share
(unaudited) 49,900 - - -
Common stock issued for
License at $0.50
per share (unaudited) 124,750 - - -
Cancellation of service
shares issued at $0.50
per share (unaudited) (2,495) - - -
Cancellation of service
shares issued at $1.50
per share (unaudited) (3,748) - - -
Net loss for the six
months ended
September 30, 1999
(unaudited) - - - (589,971)
Balance,
September 30, 1999
(unaudited) $11,275,886 $ - $ - $(11,499,701)
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended For the Three Months Ended
September 30, September 30,
1999 1998 1999 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (589,971) $(1,382,593) $ (272,673) $(811,635)
Adjustments to
reconcile net loss
to net cash used
by operating
activities:
Depreciation and
amortization expense 41,057 5,305 37,494 2,854
Stock issued
for services 521,247 336,500 243,749 315,500
Bad debt expense - - - -
Write-off mineral property - - - -
Issuance of warrants - - - -
Currency translation
adjustment - - - -
Changes in operating
assets and liabilities:
(Increase) decrease in
accounts receivable - (25,000) - -
(Increase) decrease in
deposits and
prepaid expenses (76,880) (30,168) (75,380) (36,105)
Increase (decrease) in
cash overdraft - - (28) -
Increase (decrease) in
accounts payable (301,888) 109,044 16,906 156,768
Increase in reserve for
discontinued operations - - - -
Increase (decrease) in
management fee payable - (26,371) - (26,371)
Net Cash (Used) by
Operating Activities (406,435) (1,013,283) (49,932) (398,989)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed assets - (14,019) - (152)
Purchase of mineral property
and deferred exploration costs - (331,369) - (329,369)
Net Cash (Used) by
Investing Activities $ - $(345,388) $ - $ (329,521)
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
From
Inception on
November 10,
1989 Through
September 30,
1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(11,499,701)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation and amortization expense 64,540
Stock issued for services 3,489,370
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 (213,312)
(Increase) decrease in deposits and
prepaid expenses (209,424)
Increase (decrease) in cash overdraft -
Increase (decrease) in accounts payable (134,998)
Increase in reserve for discontinued operations 258,161
Increase (decrease) in management fee payable -
Net Cash (Used) by Operating Activities (4,257,395)
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)
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Six Months Ended For the Three Months Ended
September 30, September 30,
1999 1998 1999 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Payments on
notes payable $ - $ (428,381) $ - $ (428,381)
Proceeds from
common stock 406,421 1,393,881 50,000 1,139,600
Proceeds on
notes payable - 399,873 - -
Net Cash Provided by
Financing Activities 406,421 1,365,373 50,000 711,219
NET INCREASE (DECREASE)
IN CASH (14) 6,702 68 (17,291)
CASH AT BEGINNING
OF PERIOD 82 - - 23,993
CASH AT END OF PERIOD $ 68 $ 6,702 $ 68 $ 6,702
CASH PAID FOR:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued
for acquisition $ - $ - $ - $ -
Common stock issued
for debt conversion $ 191,000 $ 23,900 $ - $ 23,900
Common stock issued
for mineral properties $ - $ - $ - $ -
Common stock issued for
license fees $ 125,000 $ - $ 125,000 $ -
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
From
Inception on
November 10,
1989 Through
September 30,
1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Payments on notes payable $ (428,381)
Proceeds from common stock 5,696,596
Proceeds on notes payable 1,900,801
Net Cash Provided by
Financing Activities 7,169,016
NET INCREASE (DECREASE)
IN CASH 68
CASH AT BEGINNING
OF PERIOD -
CASH AT END OF PERIOD $ 68
CASH PAID FOR:
Interest $ -
Income taxes $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for acquisition $ -
Common stock issued for debt conversion $1,401,719
Common stock issued for mineral properties $ 550,000
Common stock issued for license fees $ 125,000
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 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 September 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 September 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 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 September 30, 1999, we have had no
revenues and our operating activities consisted primarily of investing in
mineral properties. During the previous fiscal quarter ended June 30, 1999
the company changed its business focus from mining exploration and development
to the commercial development and exploitation of streaming video and audio
technology for Internet use. 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 June 30, 1999, the Company has incurred a net
comprehensive loss of $11,499,701, with a net comprehensive loss of $272,673
during the quarter ended September 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 to
the Web.
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.
- --------------------------------
On August 30, 1999, the Company conducted a private placement of
300,000 "unregistered" and "restricted" shares of the Company's common stock
at a price of $0.50 per share.
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.
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: 11/11/99 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: 11/11/99 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
President and Director
Date: 11/11/99 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Vice President and Director
Date: 11/11/99 By /s/ Victor Cardenas
-------------- -------------------------------------
Victor Cardenas
Director