X0202 4 2008-01-09 0 0000049397 PHANTOM FIBER CORP PHFB 0001404776 Shapiro Howard 199 LOGTOWN ROAD PORT JERVIS NY 12771 0 0 1 0 COMMON STOCK, PAR VALUE $.001 2008-01-09 4 C 0 110000 0.5 A 886386 D COMMON STOCK, PAR VALUE $.001 2008-01-09 4 C 0 36667 0.5 A 61667 I By Self as Trustee of Merger Master Pension Plan COMMON STOCK, PAR VALUE $.001 2008-01-09 4 C 0 110000 0.5 A 784200 I By Self as Trustee of Financial Trading Consultants Pension Plan COMMON STOCK WARRANTS 0.5 2008-01-09 4 P 0 0 A COMMON STOCK 300000 300000 I By Self as Trustee of Financial Trading Consultants Pension Plan COMMON STOCK WARRANTS 0.56 2008-01-09 4 P 0 0 A COMMON STOCK 55000 55000 I By Self as Trustee of Financial Trading Consultants Pension Plan COMMON STOCK WARRANTS 1.5 2008-01-09 4 P 0 0 A COMMON STOCK 55000 55000 I By Self as Trustee of Financial Trading Consultants Pension Plan COMMON STOCK WARRANTS 0.5 2008-01-09 4 P 0 0 A COMMON STOCK 100000 100000 I By Self as Trustee of Merger Master Pension Plan COMMON STOCK WARRANTS 0.56 2008-01-09 4 P 0 0 A COMMON STOCK 18333 18333 I By Self as Trustee of Merger Master Pension Plan COMMON STOCK WARRANTS 1.5 2008-01-09 4 P 0 0 A COMMON STOCK 18334 18334 I By Self as Trustee of Merger Master Pension Plan COMMON STOCK WARRANTS 0.5 2008-01-09 4 P 0 0 A COMMON STOCK 480000 480000 D COMMON STOCK WARRANTS 0.56 2008-01-09 4 P 0 0 A COMMON STOCK 55000 55000 D COMMON STOCK WARRANTS 1.5 2008-01-09 4 P 0 0 A COMMON STOCK 55000 55000 D CONVERTIBLE NOTES 0.5 2008-01-09 4 C 0 110000 D COMMON STOCK 110000 200000 I By Self as Trustee of Financial Trading Consultants Pension Plan CONVERTIBLE NOTES 0.5 2008-01-09 4 C 0 36667 D COMMON STOCK 36667 66667 I By Self as Trustee of Merger Master Pension Plan CONVERTIBLE NOTES 0.5 2008-01-09 4 C 0 110000 D COMMON STOCK 110000 320000 D Previously reported. These common stock purchase warrants were previously reported as beneficially owned by the reporting person, as they were issuable upon conversion of the convertible notes which are reported in this Form 4 as having been disposed of in connection with their conversion. Such common stock purchase warrants were issuable in connection with the conversion of the convertible notes reported herein. Accordingly, there has been no change in beneficial ownership with respect to these common stock purchase warrants. /S/ HOWARD SHAPIRO 2008-01-09