<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 December 31, 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:
December 31, 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.
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources Ltd.)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
December 31, March 31,
1999 1999
(Unaudited)
CURRENT ASSETS
Cash $ 5,546 $ 82
Accounts receivable - related parties 10,677 -
Prepaid expenses - 799
Total Current Assets 16,223 881
FURNITURE AND EQUIPMENT, NET 30,382 45,538
OTHER ASSETS
Mineral properties - -
Deposits 760 46,380
License fees 62,500 -
Total Other Assets 63,260 46,380
TOTAL ASSETS $ 109,865 $ 92,799
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
December 31, March 31,
1999 1999
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 83,319 $ 175,121
Accounts payable - related parties - 329,948
Reserve for discontinued operations 156,237 258,161
Total Current Liabilities 239,556 763,230
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 (11,612,658) (10,909,730)
Total Stockholders' Equity (Deficit) (129,691) (670,431)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 109,865 $ 92,799
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the Nine For the Three November 10,
Months Ended Months Ended 1989 Through
December 31, December 31, December 31,
1999 1998 1999 1998 1999
<C> <S> <S> <S> <S> <S>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 625,649 - 80,027 - 625,649
Depreciation and
amortization 77,656 - 33,036 - 77,656
Total Expenses 703,305 - 113,063 - 703,305
LOSS FROM OPERATIONS (703,305) - (113,063) - (703,305)
LOSS FROM DISCONTINUED
OPERATIONS - (2,093,386) - (710,793) (10,909,730)
OTHER INCOME (EXPENSE)
Interest income 377 - 106 - 377
Total Other Income
(Expense) 377 - 106 - 377
NET LOSS $(702,928)$(2,093,386)$(112,957)$(710,793)$(11,612,658)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.11)$ (0.57)$ (0.01)$ (0.17)
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock Paid-In
Shares Amount Shares Amount Capital
<C> <S> <S> <S> <S> <S>
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 1,089,201
Common stock issued for services
at approximately $7.60 per share - - 11,500 12 87,544
Currency translation adjustment - - - - -
Net loss for the year ended
March 31, 1997 - - - - -
Balance, March 31, 1997 - $ - 300,000 $ 298 $1,176,745
<CONTINUED>
Deficit
Accumulated
Stock Other During the
Subscription Comprehensive Development
Receivable Income (Loss) Stage
<C> <S> <S> <S>
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 - - -
Common stock issued for services
at approximately $7.60 per share - - -
Currency translation adjustment - 8,542 -
Net loss for the year ended
March 31, 1997 - - (1,388,389)
Balance, March 31, 1997 - 7,312 (1,545,938)
</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
<C> <S> <S> <S> <S>
Balance, March 31, 1997 - $ - - 300,000
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
<CONTINUED>
Deficit
Accumulated
Additional Stock Other During the
Paid-In Subscription Comprehensive Developmental
Capital Receivable Income (Loss) Stage
<C> <S> <S> <S> <S>
Balance, 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 - - 260,719 -
Net loss for the year ended
March 31, 1998 - - - 3,332,577
Balance, March 31, 1998 7,292,882 (254,281) 268,031 (4,878,515)
</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
<C> <S> <S> <S> <S>
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
<CONTINUED>
<S> <S> <S> <S>
Deficit
Accumulated
Additional Stock Other During the
Paid-in Subscription Comprehensive Development
Capitol 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 - - (268,031) -
Net loss for the year ended
March 31, 1999 - - - (6,031,215)
Balance, March 31, 1999 $10,034,492 - - (10,909,730)
</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
<C> <S> <S> <S> <S>
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 nine months
ended December 31, 1999
(unaudited) - - - -
Balance, December 31, 1999
(unaudited) 2,000,000 $ 200,000 7,081,302 $ 7,081
<CONTINUED>
Deficit
Accumulated
Additional Stock Other During the
Paid-in Subscription Comprehensive Development
<C> <S> <S> <S> <S>
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 nine months
ended December 31, 1999
(unaudited) - - - (702,928)
Balance, December 31, 1999
(unaudited) $11,275,886 $ - $ - $(11,612,658)
</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 Nine Months For the Three Months 1989 Through
Ended December 31, Ended December 31, December 31,
1999 1998 1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
<C> <S> <S> <S> <S> <S>
Net loss $(702,928) $(2,093,386) $(112,957) $(710,793) $(11,612,658)
Adjustments to
reconcile net loss
to net cash used
by operating
activities:
Depreciation and
amortization
expense 77,656 8,159 33,036 2,854 97,576
Stock issued for
services 521,247 400,500 - 64,000 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 (10,677) (25,000) (10,677) - (223,989)
(Increase)
decrease in
deposits and
prepaid expenses 46,419 (8,455) 123,299 21,713 (86,125)
Increase
(decrease) in
accounts
payable (421,750) (70,099) (116,299) (179,143) (251,297)
Increase in
reserve for
discontinued
operations 89,076 - 89,076 - 347,237
Increase
(decrease) in
management fee
payable - (26,371) - - -
Net Cash (Used) by
Operating
Activities (400,957) (1,814,652) 5,478 (801,369) (4,251,917)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed
assets - (14,019) - - (149,014)
Purchase of
mineral property
and deferred
exploration
costs - (380,170) - (48,801) (2,762,539)
Net Cash (Used) by
Investing
Activities $ - $(394,189) $ - $(48,801) $(2,911,553)
</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 Nine Months For the Three Months 1989 Through
Ended December 31, Ended December 31, December 31,
1999 1998 1999 1998 1999
CASH FLOWS FROM
FINANCING ACTIVITIES
<C> <S> <S> <S> <S> <S>
Payments on notes
payable $ - $(428,381) $ - $ - $ (428,381)
Proceeds from
common stock 406,421 $1,786,981 $ - $393,100 $5,696,596
Proceeds on notes
payable - 857,250 - 457,377 1,900,801
Net Cash Provided
by Financing
Activities 406,421 2,215,850 - 850,477 7,169,016
NET INCREASE
(DECREASE) IN CASH 5,464 7,009 5,478 307 5,546
CASH AT BEGINNING OF
PERIOD 82 - 68 6,702 -
CASH AT END OF
PERIOD $ 5,546 $ 7,009 $ 5,546 $ 7,009 $ 5,546
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 $ 23,900 $ - $ - $1,401,719
Common stock
issued for mineral
properties $ - $ - $ - $ - $ 550,000
Common stock
issued for
license fees $125,000 $ - $ - $ - $ 125,000
</TABLE>
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 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 December 31, 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 December 31, 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 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 December 31, 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 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 December 31, 1999, the Company has incurred a net
comprehensive loss of $11,612,658, with a net loss of $702,928 during the nine
months ended December 31, 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. We expect to advance our streaming video technology in the year
2000.
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.
- --------------------------------------------------------------
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.
<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: Feb. 14/00 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: Feb. 14/00 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
President and Director
Date: Feb. 14/00 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
Director
Date: Feb. 14/00 By /s/ Victor Cardenas
-------------- -------------------------------------
Victor Cardenas
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 5546
<SECURITIES> 0
<RECEIVABLES> 10677
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16223
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 109865
<CURRENT-LIABILITIES> 239556
<BONDS> 0
0
200000
<COMMON> 7081
<OTHER-SE> (336772)
<TOTAL-LIABILITY-AND-EQUITY> 109865
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 703305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 377
<INCOME-PRETAX> (702928)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (702928)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
