<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, 2000
[ ] 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
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(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, 2000
7,083,142
---------
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
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and 1999
<PAGE>
<TABLE>
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Balance Sheets
<CAPTION>
ASSETS
June 30, March 31,
2000 2000
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ 2,499
Prepaid expenses - 10,677
Total Current Assets - 13,176
FURNITURE AND EQUIPMENT, NET (Note 4) - -
OTHER ASSETS
Mineral properties (Note 5) - -
Total Other Assets - -
TOTAL ASSETS $ - $ 13,176
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
June 30, March 31,
2000 2000
(Unaudited)
CURRENT LIABILITIES
Cash overdraft $ 1,604 $ -
Accounts payable 25,141 27,967
Reserve for discontinued operations (Note 6) 205,676 205,676
Total Current Liabilities 232,421 233,643
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000 shares authorized of
$0.001 par value, 2,000,000 shares issued and
outstanding 2,000 2,000
Common stock: 100,000,000 shares authorized of
$0.001 par value, 7,083,142 shares issued and
outstanding 7,083 7,083
Additional paid-in capital 11,476,303 11,476,303
Deficit accumulated during the development stage (11,717,807)(11,705,853)
Total Stockholders' Equity (Deficit) (232,421) (220,467)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ 13,176
</TABLE>
<TABLE>
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2000 1999 2000
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
Depreciation and amortization - 3,563 170,538
General and administrative 11,954 313,735 637,539
Total Expenses 11,954 317,298 808,077
LOSS FROM OPERATIONS (11,954) (317,298) (808,077)
LOSS FROM DISCONTINUED
OPERATIONS (Note 6) - - (10,909,730)
NET LOSS $ (11,954) $ (317,298)$(11,717,807)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.06)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,083,142 5,389,769
</TABLE>
<TABLE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
<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 - - 288,500 288 1,089,199
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 $ 300 $1,176,743
<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>
<TABLE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount
<C> <S> <S> <S> <S>
Balance, March 31, 1997 - $ - 300,000 300
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 - - 336,650 336
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 2,916
<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 7,292,881 (254,281) 268,031 (4,878,515)
</TABLE>
<PAGE>
<TABLE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<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 $ 2,916
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 1,023
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>
</TABLE>
<TABLE>
Deficit
Accumulated
Additional Stock Other During the
Paid-in Subscription Comprehensive Development
Capitol Receivable Income (Loss) Stage
<S> <C> <C> <C> <C>
Balance, March 31, 1998 $7,292,881 $(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 1,494,199 - - -
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>
<TABLE>
PHANTOMFILM.COM
(Formerly Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<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 debt
at $2.50 per share - - 736,196 736
Common stock issued for cash
at $0.50 per share - - 100,000 100
Common stock issued for services
at approximately $0.46 per share - - 1,192,286 1,192
Common stock issued for License
at $0.50 per share (unaudited) - - 250,000 250
Cancellation of common stock - - (2,500) (2)
Change in preferred stock at par
value - (198,000) - -
Net loss for the year ended
March 31, 2000 - - - -
Balance, March 31, 2000 2,000,000 $ 2,000 7,083,142 $ 7,083
Net loss for the three months
ended June 30, 2000 (unaudited) - - - -
Balance, June 30, 2000
(unaudited) 2,000,000 $ 2,000 7,083,142 $ 7,083
<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 debt
at $2.50 per share 520,210 - - -
Common stock issued for cash
at $0.50 per share 49,900 - - -
Common stock issued for
services at approximately
$0.46 per share 552,699 - - -
Common stock issued for
License at $0.50 per share 124,750 - - -
Cancellation of common stock (3,748) - - -
Change in preferred stock at
par value 198,000 - - -
Net loss for the year ended
March 31, 2000 - - - (796,123)
Balance, March 31, 2000 $11,476,303 $ - $ - $(11,705,853)
Net loss for the three months
ended June 30, 2000 (unaudited)$11,476,303 $ - $ - $(11,717,807)
</TABLE>
<TABLE>
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2000 1999 2000
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (11,954) $ (317,298) $ (11,717,807)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Depreciation and amortization
expense - 3,563 194,021
Stock issued for services - 277,498 3,518,273
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 10,677 (1,500) (85,365)
Increase (decrease) in cash overdraft 1,604 28 1,604
Increase (decrease) in accounts
payable (2,826) (318,794) 155,414
Increase in reserve for discontinued
operations - - 258,161
Net Cash (Used) by Operating
Activities (2,499) (356,503) (3,901,042)
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)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock - 356,421 5,340,175
Proceeds on notes payable - - 1,472,420
Net Cash Provided by Financing
Activities - 356,421 6,812,595
NET INCREASE IN CASH (2,499) (82) -
CASH AT BEGINNING OF PERIOD 2,499 82 -
CASH AT END OF PERIOD $ - $ - $ -
/TABLE>
</TABLE>
<TABLE>
PHANTOMFILM.COM
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
2000 1999 2000
<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
Common stock issued for services $ - $ - $3,518,273
Common stock issued for license $ - $ - $ 125,000
</TABLE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 1 - ORGANIZATION AND HISTORY
The consolidated financial statements presented are those of Panther Resources
Ltd. (the Company). The Company was originally incorporated as Thermacor
Technology, Inc. on September 21, 1984 under the laws of the State of Nevada.
On March 26, 1997, the Company changed its name to Golden Panther Resources,
Ltd. and on March 10, 1998, the Company changed its name to Panther Resources
Ltd. On June 11, 2000, the Company changed its name to PhantomFilm.com.
Golden Panther Resources Ltd. (premerger) (GPR) was incorporated under the
Company Act of British Columbia on November 10, 1995 as 508556 B.C. Ltd.
and changed its name to Golden Panther Resources Ltd. on March 28, 1996.
On April 2, 1997, Panther Resources Ltd. and Golden Panther Resources, Ltd.
completed an Agreement and Plan of Reorganization whereby the Company
issued 300,000 shares of its common stock in exchange for all of the
outstanding common stock of GPR. Immediately prior to the Agreement and
Plan or Reorganization, the Company had 1,230,890 shares of common stock
issued and outstanding.
The acquisition was accounted for as a recapitalization of GPR because the
shareholders of GPR controlled the Company after the acquisition.
Therefore, GPR is treated as the acquiring entity. There was no adjustment
to the carrying value of the assets or liabilities of GPR in the exchange.
The Company is the acquiring entity for legal purposes and GPR is the
surviving entity for accounting purposes. On March 1, 1997, the Company
completed a reverse stock split of 1-for-10 shares. On March 22, 1997, the
shareholders of the Company authorized a reverse stock split of 1-for-20
shares. On June 11, 2000, the shareholders of the Company authorized a
reverse stock split of 1-for-10 shares. All references to common stock
have been retroactively restated.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a March 31 year end.
b. Cash and Cash Equivalents
Cash equivalents include short term, highly liquid investments with maturities
of three months or less at the time of acquisition.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000
NOTE 2- SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Basic Loss Per Share
For the Three Months Ended
June 30, 2000
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (11,954) 7,083,142 $ (0.00)
For the Three Months Ended
June 30, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (317,298) 5,389,769 $ (0.06)
The computations of basic loss per share of common stock are based on
the weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At June 30, 2000, the Company had net operating loss carryforwards of
approximately $4,200,000 that may be offset against future taxable
income through 2019. No tax benefit has been reported in the
consolidated financial statements, because the Company believes there is
a 50% or greater chance the carryforward will expire unused.
Accordingly, the potential tax benefits of the loss carryforward are
offset by a valuation account of the same amount.
e. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
f. Preferred Stock
The Company has authorized 10,000,000 shares of preferred stock, par
value $0.001 per share. 2,000,000 shares of the preferred stock have
been issued as a Class A issuance. Each share is convertible into 5
shares of common stock at $0.10 per share.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Mineral Properties
The costs associated with acquiring and exploring mineral properties are
capitalized on an individual property basis. When a property is
developed to the stage of commercial production, the related costs will
be amortized over the estimated reserve life of the property. If a
property is abandoned or if it is determined that its net recoverable
value is less than book value, the related costs will be charged against
operations in the year of abandonment or impairment in value.
The recorded amounts represent cost to date and do not necessarily
reflect present or future value.
Mineral property option payments received by the Company upon sale of an
interest in a mining property are considered a recovery of costs and are
recorded as a reduction of the mineral property costs.
The Company has set up an allowance for the full amount of the mineral
properties due to the doubtfulness of the recoverability of the costs
(Note 5).
h. Title to Mineral Properties
Although it is the Company's policy to confirm the validity of its
rights to title to, or contract rights with respect to, each mineral
property in which it has a material interest, there is no guarantee that
title to its properties will not be challenged or impugned. Title
insurance generally is not available, and the Company's ability to
ensure that it has obtained secure claim to individual mineral
properties or mining concessions may be severely constrained. The
Company has conducted surveys of all of the claims in which it holds
direct or indirect interests and, therefore, the precise area and
location of such claims is not in doubt. All mineral properties have a
full allowance because of the doubtful nature of future cash flows.
<PAGE>
PHANTOMFILM.COM
(Formerly Panther Resources Ltd.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Concentrations of Risk - Foreign Operations
The Company has conducted exploration activities in countries with
developing economies, including Mexico and Indonesia. Both of these
countries have experienced recently, or are experiencing currently,
economic or political instability. Hyperinflation, volatile exchange
rates and rapid political and legal change, often accompanied by
military insurrection, have been common in these and certain other
emerging markets in which the Company may conduct operations. The
Company may be materially adversely affected by possible political or
economic instability in any one or more of those countries. The risks
include, but are not limited to terrorism, military repression,
expropriation, changing fiscal regimes, extreme fluctuations in currency
exchange rates, high rates of inflation and the absence of industrial
and economic infrastructure. Changes in mining or investment policies
or shifts in the prevailing political climate in any of the countries in
which the Company conducts exploration and development activities could
adversely affect the Company's business. Operations may be affected in
varying degrees by government regulations with respect to production
restrictions, price controls, export controls, income and other taxes,
expropriation of property, maintenance of claims, environmental
legislation, labor, welfare benefit policies, land use, land claims of
local residents, water use and mine safety. The effect of these factors
cannot be accurately predicted. Currently, the Company is not
conducting operations in Mexico or Indonesia.
j. Capital Assets and Amortization
Capital assets are recorded at cost and amortization is provided over
the estimated economic life on a straight line basis at the following
rates:
Office furniture and equipment 20% per year
Computer equipment 30% per year
Drilling equipment 20% per year
k. Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are
translated into United States dollars at the period and exchange rate.
Non-monetary assets are translated at the historical exchange rate and
all income and expenses are translated at the exchange rates prevailing
during the period. Foreign exchange currency translation adjustments are
included in the stockholders' equity section.
l. Fair Value of Financial Instruments
As at June 30, 2000, the fair value of cash, accounts receivable and
accounts and advances payable including amounts due to and from related
parties, approximate carrying values because of the short-term maturity
of these instruments.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
m. Principles of Consolidation
The consolidated financial statements include the accounts of
PhantomFilm.com, Golden Panther Resources, Incorporated, Golden Panther
Investments, Ltd. and Panther Group, Ltd. All significant intercompany
accounts have been eliminated.
n. Change in Accounting Principles
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value. Gains
or losses resulting from changes in the values of those derivatives would
be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The key criterion for hedge accounting is
that the hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999. The
adoption of this statement had no material impact on the Company's
consolidated financial statements.
o. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal recurring nature.
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other current assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it
to continue as a going concern. The Company intends to develop business on
the internet. In the interim, management is committed to meeting the
operational cash flow needs of the Company.
NOTE 4 - FURNITURE AND EQUIPMENT
June 30 and March 31, 2000
Accumulated Net Book
Cost Depreciation Value
Office furniture and equipment $ 71,260 $ 71,260 $ -
$ 71,260 $ 71,260 $ -
During the three months ended June 30, 2000 and 1999, the Company expensed
$-0- and $3,563 in depreciation, respectively. These amounts are included
in loss from discontinued operations.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 5 - MINERAL PROPERTIES AND DEFERRED EXPENDITURES
La Verde, Mexico property $ 820,208
Exploration costs - La Verde property 1,161,485
Kutai property - East Kaumantan, Indonesia 1,250,000
Exploration and development costs - Kutai
property 233,693
Allowance for loss on mineral properties (3,465,386)
$ -
Kutai Property, Indonesia
Panther acquired in 1996 a property known as Kutai. It is 123,548 acres
(50,000 hectares) in size and is located in the province of Eastern
Kalimantan on the Island of Borneo. Panther has a joint venture agreement
on the property with an Indonesian partner, P.T. Pertiwi Kencana Abadi
(PKA), a company incorporated in Indonesia. Panther has 80% of the
concession while PKA has 20%. Panther can acquire an additional 10% of the
property for a $5,000,000 lump sum payment to PKA.
La Verde Property, Sinaloa, Mexico
The La Verde properties are located near Cosala in the State of Sinaloa,
about 99 miles north of Mazatlan, Mexico, and 97 miles southeast of
Culiacan, the capital of Sinaloa.
Allowance for Loss on Mineral Properties
The Company has set up an allowance for 100% of the mineral properties
because of the change in the Company's business plan. This amount is
recorded in the loss from discontinued operations.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 6 - LOSS FROM DISCONTINUED OPERATIONS
On March 31, 1999, the Board of Directors of the Company decided to
discontinue the mining operations due to a lack of funding and low precious
metal prices. The following is a summary of the loss from discontinued
operations.
From
Inception on
November 10,
1995 Through
June 30,
1999
REVENUES $ -
EXPENSES
General and administrative 6,923,450
Depreciation 23,483
Total Expenses 6,946,933
LOSS FROM OPERATIONS (6,946,933)
OTHER INCOME (EXPENSE)
Currency translation income 168,626
Write-off of mineral property (3,914,434)
Bad debt expense (224,941)
Interest income 7,952
Total Other Income (Expense) (3,962,797)
NET LOSS $(10,909,730)
The Company had liabilities of $205,676 which are associated with the
discontinued operations. No income tax benefit has been attributed to the
loss from discontinued operations
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Lease
The Company has a month-to-month office lease agreement which calls for
payments of $6,292 per month.
<PAGE>
PHANTOMFILM.COM
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)
Licensing Agreement
The Company has signed a non-exclusive Licensing Agreement with
Alphatrade.com which will require the following issuances of the Company's
common stock:
Date Amount
June 29, 2000 90,000
June 29, 2001 80,000
June 29, 2002 70,000
June 29, 2003 60,000
June 29, 2004 50,000
June 29, 2005 and ever year thereafter 50,000
The share issuances are contingent on receiving a commercial product from
Alphatrade.com.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
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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 June 30, 1999, we 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 June 30, 2000, the Company has incurred a net
loss of $11,717,807, with a net loss of $11,954 during the quarter ended June
30, 2000.
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.
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: 8/10/00 By /s/ Victor Cardenas
-------------- -------------------------------------
Victor Cardenas
President/Director
Date: 8/10/00 By /s/ Gordon Muir
-------------- -------------------------------------
Gordon Muir
CEO/Director
Date: 8/10/00 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
Director
Date: 8/10/00 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Director
