SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shapiro Howard

(Last)

(First)

(Middle)

199 LOGTOWN ROAD

(Street)

PORT JERVIS

12771

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHANTOM FIBER CORP [ PHFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value	07/25/2007		P		0	A	$0	650,000⁽¹⁾	D
Common Stock, $.001 par value	07/25/2007		P		0	A	$0	595,000⁽¹⁾	I	By Self as Trustee of Financial Trading Consultants Pension Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants	$0.5	07/25/2007		P		0		⁽¹⁾	⁽¹⁾	Common Stock	410,000	$0	410,000⁽¹⁾	I	By Self as Trustee of Financial Trading Consultants Pension Plan
Common Stock Warrants	$0.5	07/25/2007		P		0		⁽¹⁾	⁽¹⁾	Common Stock	136,667	$0	136,667⁽¹⁾	I	By Self as Trustee of Merger Master Pension Plan
Common Stock Warrants	$0.5	07/25/2007		P		150,000		07/25/2007	07/25/2010	Common Stock	150,000	⁽²⁾	590,000	D
Convertible Notes	$0.5	07/25/2007		P		0		⁽¹⁾	⁽¹⁾	Common Stock	310,000	$0	310,000⁽¹⁾	I	By Self as Trustee of Financial Trading Consultants Pension Plan
Convertible Notes	$0.5	07/25/2007		P		0		⁽¹⁾	⁽¹⁾	Common Stock	103,334	$0	103,334⁽¹⁾	I	By Self as Trustee of Merger Master Pension Plan
Convertible Notes	$0.5	07/25/2007		P		100,000		07/25/2007	07/25/2010	Common Stock	100,000	⁽²⁾	430,000	D

Explanation of Responses:

1. There is no change to report since last filing.

2. The Convertible Notes and Warrants were purchased as units such that for each $1.00 invested, the Reporting Person received (a)$1.00 in face amount of convertible note convertible into common stock at the rate of $.50 per share, and (b) warrants to purchase 3 shares of common stock at an exercise price of $.50 per share.

	Howard Shapiro	07/25/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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