(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
I.R.S.
Identification No. of above persons (entities only)
(2)
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
(3)
SEC
Use Only _____________________________________________
(4)
Source
of Funds (See Instructions) PF
(5)
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
(6)
Citizenship
or Place of Organization
United
States of America
Number
of
(7)
Sole
Voting Power: 4,284,935
Shares
Beneficially
(8)
Shared
Voting Power: 300,000
Owned
by
Each
(9)
Sole
Dispositive Power: 4,284,935
Reporting
Person
(10)
Shared
Dispositive Power: 300,000
With
(11)
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,584,935
(12)
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
(13)
Percent
of Class Represented by Amount in Row (11) 22.16%
(14)
Type
of Reporting Person (See Instructions) -
IN
Item
1.
Security and the Issuer.
This
statement on Schedule 13D relates to shares of common stock, $0.001 par value,
of Phantom Fiber Corporation., a Delaware corporation (“the Issuer”). The
address of the principal executive offices of the Issuer is 144 Front Street
West, Suite 580, Toronto, Ontario, Canada M5J 2L7.
Item
2.
Identity and Background.
(a) This
statement on Schedule 13D is being filed on behalf of Howard
Shapiro.
(b) Mr.
Shapiro’s business address is 199 Logtown Road, Port Jervis, and NY12771.
(c) Mr.
Shapiro is self employed.
(d) Mr.
Shapiro has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr.
Shapiro has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect
to
such laws.
(f) Mr.
Shapiro is a citizen of the United States of America.
Item
3.
Source and Amount of Funds or Other Consideration.
All
purchases disclose in the Forms 3 and 4 filed prior to March 26, 2008 were
purchased with personal funds of the reporting person. On March 26, 2008 Mr.
Shapiro agreed with the Issuer to convert $100,000 of promissory notes owed
to
Mr. Shapiro into the Issuer’s common stock at the rate of one share for each
$.42 of promissory note (238,095 shares). In addition, the Issuer agreed to
issue Mr. Shapiro 238,095 warrants to acquire shares of the Issuer’s common
stock for $.50 per share.
Item
4.
Purpose of Transaction.
Mr.
Shapiro acquired 238,095 shares of the Issuer’s common stock and warrants to
acquire 238,095 shares of common stock at $.50 per share on March 26, 2008
pursuant to the terms of the Agreement described in Item 3 above.
On
March27, 2008, Mr. Shapiro filed with the SEC a Form 4 reporting that as of March26,2008 he beneficially owned 4,584,935 shares of the Issuer’s common
stock.
Other
than as set forth above, Mr. Shapiro does not currently have any plans or
proposals, either individually or collectively with another person, which
relates to or would result in:
2
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number of term or directors or to fill
any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other
material change in the Issuer’s business or corporate structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing
a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer system
of
a registered national securities association;
(i) A
class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g) (4) of the Act; or
(j) Any
action similar to any of those enumerated above.
Item
5.
Interest in Securities of the Issuer.
The
percentage ownership is based on a total of 18,242,779 shares outstanding based
on the issuer's transfer agents report which is the most current information
available. The number of shares reported on the issuer's 10QSB filed on November9, 2007, 17, 331, 589, is now out of date.
3
(a)
Mr.
Shapiro beneficially owns or may be deemed to beneficially own an
aggregate 4,584,935 shares (22.16%) of the Issuer’s common
stock.
(b)
For
information regarding the number of shares of the Issuer common stock
as
to which Mr. Shapiro holds or shares or may be deemed to hold, reference
is made to items (7) - (12) of the cover page for this statement
on
Schedule 13D.
(c)
Other
than as set forth herein, only the following transactions in shares
of the
issuer's common stock have been affected by Mr. Shapiro during the
past 60
days:
3/19/08:
purchase of 10,000 shares for $.23 per share
3/19/08:
purchase of 10,000 shares for $.25 per share
3/19/08:
purchase of 10,000 shares for $.25 per share
3/5/08:
purchase of 17,000 shares for $.25 per share
3/6/08:
purchase of 5000 shares for $.26 per share
(d)
No
person other than Mr. Shapiro has the right to receive or the power
to
direct the receipt of dividends from, or the proceeds from the sale
of,
the shares of the Issuer common stock reported as being beneficially
owned
(or which may be deemed to be beneficially owned) by Mr.
Shapiro.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Mr.
Shapiro has no contracts, arrangements, understandings or relationships (legal
or otherwise) with other persons with respect to the securities of the Issuer,
other than as described in this statement on Schedule 13D.
Item
7.
Material to be Filed as Exhibits.
The
following exhibit is furnished as part of this statement on Schedule 13D:
N/A
4
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
