UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 2006
PHANTOM FIBER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-15627 042451506
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
144 Front Street, Suite 580, Toronto, Ontario, Canada M5J 2L7
(Address of principal executive offices) (zip code)
(416) 703-4007
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 17, 2006, Phantom Fiber Corporation dismissed Mintz & Partners LLP
as its principal independent accountant. Effective July 17, 2006, we engaged
Lazar Levine & Felix LLP as our new principal independent accountant. Our board
of directors has approved the dismissal of Mintz & Partners LLP and the
appointment of Lazar Levine & Felix LLP as our new principal independent
accountants.
From the date of Mintz & Partners LLP's appointment through the date of
their dismissal on July 17, 2006, there were no disagreements between our
company and Mintz & Partners LLP on any matter listed under Item 304 Section
(a)(1)(iv) A to E of Regulation S-B, including accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Mintz & Partners LLP would have caused
Mintz & Partners LLP to make reference to the matter in its reports on our
financial statements.
Prior to engaging Lazar Levine & Felix LLP, we did not consult Lazar
Levine & Felix LLP regarding either:
1. the application of accounting principles to any specified
transaction, either completed or proposed, or the type of
audit opinion that might be rendered our financial statements,
and neither a written report was provided to our company nor
oral advice was provided that Lazar Levine & Felix LLP
concluded was an important factor considered by our company in
reaching a decision as to the accounting, auditing or
financial reporting issue; or
2. any matter that was either subject of disagreement or event,
as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the
related instruction to Item 304 of Regulation S-B, or a
reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.
Prior to engaging Lazar Levine & Felix LLP, Lazar Levine & Felix LLP has
not provided our company with either written or oral advice that was an
important factor considered by our company in reaching a decision to change our
company's new principal independent accountant from Mintz & Partners LLP to
Lazar Levine & Felix LLP.
We provided Mintz & Partners LLP with a copy of this Current Report on
Form 8-K on July 25, 2006, prior to its filing with the SEC, and requested that
they furnish us with a letter addressed to the SEC stating whether they agree
with the statements made in this Current Report on Form 8-K, and if not, stating
the aspects with which they do not agree. A copy of the letter provided by Mintz
& Partners LLP, dated July 26, 2006, is attached to this Form 8-K as an exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from Mintz & Partners LLP, dated July 26, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHANTOM FIBER CORPORATION
Dated: July 26, 2006 By: /s/ Jeffrey Halloran
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Name: Jeffrey Halloran
Title: President, Chief Executive Officer,
Principal Financial Officer, Principal
Accounting Officer and Director
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