UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                   FORM 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the Quarterly Period Ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE \
    ACT OF 1934

        For the transition period from ______________ to ________________

                        Commission file number 001-15627


                            Phantom Fiber Corporation
        (Exact Name of Small Business Issuer as Specified in Its Charter)

          Delaware                                                042451506
(State or Other Jurisdiction                                  (I.R.S. Employer
     of Incorporation)                                       Identification No.)

              2 Rector Street, Suite 2101, New York, New York 10006
                    (Address of Principal Executive Offices)

                                 (212) 785-6200
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the past 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. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 20, 2008 - 21,860,433 shares of common stock.

                           Phantom Fiber Corporation

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A amends our Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2008 (as initially filed with the Securities
and Exchange Commission on November 20, 2008) and is being filed to correct
certain language in the certifications made in the initial filing.

                                    SIGNATURE

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DATE: May 12, 2009
                                               By: /s/ Kevin Kading
                                                  ------------------------------
                                                  Kevin Kading
                                                  Vice-President/Director