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<SEC-DOCUMENT>0001165527-09-000378.txt : 20090803
<SEC-HEADER>0001165527-09-000378.hdr.sgml : 20090801
<ACCEPTANCE-DATETIME>20090601214216
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001165527-09-000378
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20090601

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHANTOM FIBER CORP
		CENTRAL INDEX KEY:			0000049397
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063]
		IRS NUMBER:				042451506
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		144 FRONT STREET, SUITE 580
		STREET 2:		SUITE 580
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5J 2L7
		BUSINESS PHONE:		2123440351

	MAIL ADDRESS:	
		STREET 1:		144 FRONT STREET, SUITE 580
		STREET 2:		SUITE 580
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5J 2L7

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIVOTAL SELF SERVICE TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20001114

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EIEIHOME COM INC
		DATE OF NAME CHANGE:	20000307

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HYCOMP INC
		DATE OF NAME CHANGE:	20000112
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                   [LETTERHEAD OF PHANTOM FIBER CORPORATION]

                                                                     May 7, 2009

VIA FACSIMILE TRANSMITTAL AND UNITED STATES POSTAL SERVICE

Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn: Mr. Eric Attallah, Staff Accountant

Re: Phantom Fiber Corporation (the "Company")
    Form 10-KSB for the year ended  December 31, 2007 ("Form  10-KSB")
    Form 10-Q for the quarter ended September 30, 2008 ("Form 10-Q")
    File No. 1-15627

Dear Mr. Attallah:

This letter responds to comments  contained in the Staff letter,  dated March 3,
2009, addressed to Mr. Jeffrey Halloran,  the Company's Chief Executive Officer,
with  respect to the  Company's  past  filing of Form  10-KSB for the year ended
December 31, 2007 and Form 10-Q for the quarter ended September 30, 2008.

We have replied below to your comments (the "Comments"). In view of the Comments
and the Company's response set forth below, the Company has responded or reacted
in accordance to your comments.

Comment No. 1:

     "In connection with responding to our comments, please provide, in writing,
     a statement from the company acknowledging that

     *    The company is responsible for the adequacy of the disclosure in the
          fillings;

     *    Staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     *    The company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under federal
          securities laws of the United States."

Response to Comment No. 1:

The company  acknowledges:  The company is  responsible  for the adequacy of the
disclosure in the fillings;  Staff comments or changes to disclosure in response
to staff  comments do not foreclose the  Commission  from taking any action with
respect to the  filing;  and the  company  may not assert  staff  comments  as a
defense in any  proceeding  initiated  by the  Commission  or any  person  under
federal securities laws of the United States.
<PAGE>
Comment No. 2:

         "Please furnish your  correspondence  dated December 12, 2008 on EDGAR,
         as required by Rule 101 of Regulation S-T."

Response to Comment No. 2:

The Company  confirms it has filed the SEC  correspondence,  dated  December 12,
2008, on EDGAR, as required by Rule 101 of Regulation S-T.

Comment No. 3:

     "We have reviewed your prior response to prior comment 1. Please address
     the following:

     *    Explain to us why the amounts presented on your statement of cash
          flows related to the affect of exchange rate changes on your cash
          balances held in foreign currencies is the same as foreign exchange
          translation adjustment presented in your consolidated statement of
          changes in stockholders' deficiency on Page F-5;

     *    Explain to us how your foreign currency translation adjustments
          recorded in accumulated other comprehensive income is consistent with
          paragraphs 12-14 of SFAS 52; and

     *    If material revise future filings to provide the disclosures required
          by paragraph 31 of SFAS 52."

Response to Comment No. 3:

The Company  continues to work with its audit firm to provide the Securities and
Exchange  Commission with an explanation as to why the amounts  presented on our
statement  of cash flows  related to the affect of exchange  rate changes on our
cash  balances  held in  foreign  currencies  is the  same as  foreign  exchange
translation  adjustment  presented in our  consolidated  statement of changes in
stockholders'  deficiency  on Page F-5;  how our  foreign  currency  translation
adjustments  recorded in accumulated  other  comprehensive  income is consistent
with  paragraphs  12-14 of SFAS 52;  and the  Company  will  ensure  all  future
filings,  if material,  will  provide the  necessary  disclosure  as required by
paragraph 31 of SFAS 52.

Comment No. 4:

     "We note your response to prior comment 6. Please amend your Form 10-K and
     Forms 10-Q for the quarters March 31, 2008, June 30, 2008 and September 30,
     2008 to include the cover page, signature page and paragraphs 1, 2, 4, and
     5 of the certification in the form set forth in Exhibit 601 of Regulation
     S-X."
<PAGE>
Response to Comment No. 4:

The Company  will be filing its  amendments  to its Form 10-K and Forms 10-Q for
the quarters March 31, 2008, June 30, 2008 and September 30, 2008 to include the
cover page, signature page and paragraphs 1, 2, 4, and 5 of the certification in
the form set forth in Exhibit 601 of Regulation S-X as per your request.

     If you have any further comments and/or questions, please contact the
undersigned at (212) 785-6200.

Regards,


/s/ Kevin Kading
- --------------------------
Kevin Kading
Director


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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