<PAGE>
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
--- --- --- ---
<PAGE>
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.
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS
June 30, March 31,
1999 1999
(Unaudited)
<S> <C> <C>
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
</TABLE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
Unaudited)
<S> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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)
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
<S> <C> <C> <C>
$ - $ - $ - $ -
- - - -
- - (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)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
<S> <C> <C> <C>
$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)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
<S> <C> <C> <C>
$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)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Development
Capital Receivable Income (Loss) Stage
<S> <C> <C> <C>
$10,034,492 $ - $ - $(10,909,730)
426,555 (150,000) - -
355,708 - - -
190,924 - - -
$11,007,679 $ (150,000) $ - $(11,227,028)
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
1999 1998 1999
<S> <C> <C> <C>
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 $ -
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
1999 1998 1999
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
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