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



                                   FORM 10-KSB

(Mark One)

     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 (reference herein to the Securities  Exchange Act of 1934, as amended,
     shall be made as "Exchange Act")

                    For the fiscal year ended August 31, 2001
                                              ---------------

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

           For the transition period from ____________ to ____________


                     PANTHER TELECOMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------


         FLORIDA                                            65-0981179
------------------------------                  --------------------------------
(State or other jurisdiction                           (   I.R.S. Employer
of incorporation or organization)                      Identification Number)


             5255 N.W. 87th Avenue, Suite 101, Miami, Florida 33178
-------------------------------------------------------------------------------
                    (Address of principal executive offices)


Issuer's telephone number (305) 718-4467; Issuer's fax number (305) 718-4179

Securities registered under Section 12(b) of the Exchange Act:   NONE

Securities registered under Section 12(g) of the Exchange Act:

                                      Common Stock, par value $.001 per share
                                      ---------------------------------------
                                                 (Title of class)







                                       -1-

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     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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. Yes X  No


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Registration S-B is not contained in this form, and no disclosure will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year. $  5,862,582
                                                         -----------------------

     State the aggregate market value of the voting and non-voting common equity
held by non-  affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days.  (See  definition of affiliate in Rule
12b-2 of the Exchange Act.)

         Not applicable

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.

        10,250,000 shares of common stock as of December 14, 2001
        ---------------------------------------------------------




Transitional Small Business Disclosure Format (Check one):     Yes     No    X
                                                           ------        -------

                                       -2-

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                                     PART I


Item 1.           Description of Business.

Organization and Background

     Panther  Telecommunications was organized in January 2000 under the name of
New Century Capital & Consulting Corp. for the purpose of engaging in any lawful
activity.  Following the organization of Panther,  it issued 1,000,000 shares of
its common stock in a private  placement,  and later filed a Form 10-SB with the
Commission  for the purpose of becoming an Exchange Act reporting  company.  The
sole officer and director of New Century was Mark Colacurcio.  Jeffrey Klein and
Lauri  Gladstone were the principal  promoters and together they held 90% of the
outstanding  shares. In early 2001, certain consultants were engaged to position
New Century for an acquisition and to search for and arrange for the acquisition
of an operating  company.  These  consultants  received  1,500,000 shares of the
company's  common stock as  compensation  for services.  The services under such
agreements  have  been  provided,  and no  obligations  by either  party  remain
outstanding.

     In mid-May  2001,  New  Century  entered  into an Exchange  Agreement  with
Panther Com Enterprises,  Inc. of Miami,  Florida,  whereby New Century acquired
all of the issued and  outstanding  shares of Panther Com from Manuel Sanchez in
exchange for 7,500,000  shares of common stock. Mr. Sanchez was the only officer
and director of Panther Com, and he was the sole  shareholder.  This transaction
was closed and effective as of May 31, 2001.  The agreement  between New Century
and Panther Com provided for a stock for stock exchange.  Other than commitments
to  provide   compensation  to  four  consultants  for  services  prior  to  the
transaction,  New Century had no commitment or agreement to provide any property
or money to any  person or to receive  any  property  or money from any  person.
Panther  Telecommunications  issued  675,000  shares in the aggregate to certain
consultants  of Panther Com who assisted in the  acquisition.  There  existed no
agreement for future consideration,  and there was no agreement to engage any of
the consultants for future services.

     Panther Com  Enterprises,  Inc. was incorporated in the State of Florida in
February 2000. It commenced active operations in September 2000. The acquisition
of Panther Com Enterprises,  Inc., was treated as a "reverse  acquisition," with
Panther Com as the  accounting  acquirer.  New Century filed an amendment to its
Articles  of  Incorporation,  changing  its name to  Panther  Telecommunications
Corporation  and adopting  the fiscal year of Panther Com,  which ends on August
31.



Company Overview

     Panther is a Miami, Florida-based provider of prepaid long distance calling
cards.  Manuel  Sanchez  became  the  president  and a director  of the  Company
following the acquisition of Panther Com.   Mr. Sanchez   has been a major sales

                                       -3-

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producer  in the prepaid phone card business in South Florida, having personally
generated cumulative sales of more than $200 million since 1995.

     Since its  inception,  Panther  has  focused  its  business  on retail  and
wholesale sales and  distribution of long distance prepaid calling card services
for  domestic  calls,  and  for  calls  originating  in the  United  States  and
terminating in other  countries.  Excellent  pricing and quality of transmission
have  given  Panther  a  solid  reputation   among   individual   customers  and
distribution  groups  nationwide.  Although  Panther  sells minutes for domestic
calls and calls to many foreign  countries,  Panther has developed  programs for
marketing special cards for targeted ethnic groups and expatriate  nationals for
calls made from the U.S. to selected countries.

Industry Overview

     The market for prepaid  calling cards has grown  significantly  in the past
decade. Its growth in the United States represents a recent  phenomenon,  but in
Europe and Asia calling cards have been used for more than 20 years.  Presently,
prepaid  calling  cards are being offered in more than 140  countries.  Industry
sources estimate that the total revenue from prepaid phone cards is in excess of
$20 billion annually worldwide. The North American market is a late participant.

     The prepaid  phone card market in the United  States  developed  when small
long  distance  consolidators  and  resellers  purchased  large  blocks  of long
distance  minutes  from major  carriers at deep  discounts  from the  commercial
rates.  The minutes were then  repackaged  and sold in small blocks  through the
cards. The cards gradually became accepted for small businesses to control costs
and simplify business record keeping. The cards also provided business travelers
with convenience and enhanced features at affordable prices. Prepaid phone cards
are a reliable,  convenient,  and cost- effective  alternative to  coin-operated
calling,  collect calling,  operator assisted calls and credit card calling. The
major long distance  carriers  eventually  recognized the breadth of the market,
and carriers such as AT&T,  MCI/WorldCom  and Sprint have committed  significant
resources  to the prepaid  calling  card  market.  In  addition,  several of the
emerging  carriers and  switchless  wholesalers  have grown into major  industry
players including IDT Corp., RSL Communications,  Ursus Telecom Corporation, and
ValuComm Communications.

     Panther has developed prepaid calling cards dedicated for calls to specific
national  systems.  The  cards  are  distributed  in  regions  which  have  high
concentrations  of  foreign-born  persons.  The  United  States has more than 28
million foreign-born residents, of which 51% are from Latin America. Panther has
negotiated  favorable rates for calls to several Latin American  countries which
gives  Panther a strong price  advantage  over the large Tier 1 carriers such as
AT&T and MCI/WorldCom.  In some instances,  Panther has arranged for connections
through  third  party  foreign  carriers  in order  enter  markets for which the
calling  traffic is otherwise  exclusively  given to a particular  United States
carrier.  These arrangements permit Panther to offer price competitive  service.
The country  specific  calling cards  represents the fastest  growing market for
Panther's international card business.


Current Services and Products in Prepaid Phone Cards

     Panther's  principal business is the sale and distribution of long distance
calling  cards  for  domestic  calls  and  calls  originating  in the  U.S.  and

                                       -4-

<PAGE>




terminating in selected  countries.  Panther  specializes  in providing  private
label cards for master distributors and distribution groups in the U.S., and has
recently begun its international  expansion by selling its services and products
to distributors in Latin America.  Panther also provides some products unique to
the market,  such as reciprocal  calling  cards,  where calls can be made to and
from the  international  destination.  In addition,  Panther operates a customer
service  call center that  handles  incoming  inquiries  from calling card users
pertaining to usage, rates and other customer service issues. The calling center
also provides a telemarketing function in developing new distribution points for
Panther's  products in regions  not  serviced  by its  distributors.  Because of
senior  management's  extensive  experience  in the  prepaid  telecommunications
industry,   Panther  provides  a  well-blended   product  mix  with  competitive
international  rates and a wide variety of calling cards,  products and services
which benefits its network of distributors  and end users in maximizing  product
quality and market potential.

     Panther negotiates the purchase of minutes from long distance carriers on a
discounted  rate basis and then it divides  the block of minutes  into  discrete
packages of minutes of long  distance  service tied to printed phone cards which
are given an account designation  identified by a PIN number. The cards are sold
to distributors who place the cards in retail locations.  The cards are sold for
$5, $10, or $20 to retail customers. The discount from face value at which cards
are  bought  and  sold by the  participants  in the  distribution  chain  varies
depending  upon the carrier and the  features of the card,  such as local versus
toll free dial-up access, or the rates and geographic regions for which the card
can be used.

     Shaped  like a credit  card,  the  prepaid  phone card  easily  fits into a
standard wallet. Generally, the front face denotes the denomination of the card.
The back of the card contains a scratch-off surface covering the card number and
personal  identification  number (a "PIN").  Most domestic prepaid cards utilize
remote memory technology,  which permits users to place local, long distance and
international  calls from any  touch-tone  phone by dialing a toll-free or local
access number to connect to a prepaid phone card switching platform. After being
prompted  to enter a PIN,  the caller is advised of the value  remaining  on the
card and is prompted  to enter the  telephone  number to be called.  The call is
then  routed  to its  destination.  The  per-minute  charges  for the  call  are
automatically  deducted from the prepaid account corresponding to the PIN as the
call progresses.

     Prepaid  phone  cards  are  distributed  through a vast  network  of retail
outlets, including convenience stores, newsstands, grocery stores, gas stations,
and discount stores.  Although prepaid phone card products are also sold through
vending machines and, more recently,  over Internet websites,  the vast majority
of phone card sales are still made through retail outlets.  In the South Florida
region, where the majority of Panther's  distribution occurs,  Panther estimates
that prepaid phone cards are sold at thousands of retail outlets.

         Panther's product mix includes:

         (1)      Prepaid calling cards sold directly by commission salespersons
                  to retail stores

                                       -5-

<PAGE>



         (2)      Prepaid  calling  cards  (private  label and proprietary) sold
                  through distributors who sell to retail stores

         (3)      Prepaid calling cards sold  by telemarketing  and delivered by
                  express courier to retail customers

         (4)      Promotional and affinity group calling cards

Distribution of Products

     Panther's  calling card  products are  distributed  through  wholesale  and
direct retail  distribution  channels.  The ultimate  contact with  consumers is
through the retail outlets. Typically, these outlets are convenience stores, gas
stations,  newsstands,  and small  shops.  Panther  has a  product  distribution
network  of more than 1,500  retail  outlets in Dade  County,  Florida.  Panther
intends to add more than 3,000  outlets in the South  Florida  region  including
Dade, Broward and Palm Beach Counties in the fiscal year commencing September 1,
2001.  Panther also uses its telemarketing  center to make direct sales of cards
in markets not served by distributors or its own commission sales force.

     As of August 31, 2001,  Panther had 19  independent  distributors.  Panther
acts  as  a  wholesaler  to  these  distributors.   The  products  are  sold  to
distributors who sell the products to the ultimate retailers. These distributors
market in Florida,  New York, New Jersey,  Maryland,  California,  Pennsylvania,
North Carolina, Georgia, and Texas.

Future Services and Expansion Strategy

     Panther is expanding  its  distribution  market  presence into the New York
City region, Southern California (Los Angeles and San Diego),  Chicago,  Boston,
Atlanta,  and in the major  metropolitan  areas of Texas.  The expansion will be
through  adding  new  distributors  and  using  existing  distributors  who have
committed to open these new markets.  Panther will be exploring opportunities to
purchase  distribution  companies,  if market conditions are favorable.  Panther
also intends to offer prepaid cards for wireless transmission in the future.

Suppliers and Vendors

     Panther  negotiates  contracts  for service  with  numerous  long  distance
carriers,  including Terra  Telecommunications  Corp. and Radiant Telecom,  Inc.
Intelligent  Switching and Software,  LLC, and Netvoice Encom,  LP. If a carrier
fails to  provide  the  service  after we have  sold the  prepaid  card with the
service, we would be liable to the card user for the minutes of service. We have
limited our risk by negotiating  agreements  which provide that company will pay
only when the minutes are used. Therefore,  we would purchase minutes from other
carriers to cover a defaulting  carrier, if such an event occurs. The market for
service suppliers is competitive, and we believe that our concentration with few
suppliers is a result of the competitive  conditions which allow us to buy large
blocks at low prices because of the volume of our buying. The large block buying
results in few carriers at any point in time.


                                       -6-

<PAGE>



     Panther  has  contracted  with  Nationwide  Printers  of  America in Miami,
Florida, to print and encode the phone cards.  Because of the important role the
printer plays in the distribution of cards, Panther has located its offices near
the printer in order to be assured of prompt service printing new products which
will give it a substantial advantage in introducing new cards for new markets.

Customer Support Services

     Panther's telephone center provides customer service to its customers,  and
to customers of other  prepaid phone card  providers  that do not have their own
customer  service  centers.  The customer  service center allows the user of the
card to call when the user has problems with the service or charges. Through the
computer system the operator can check the service connections and the status of
billing on the card.  The operator can issue credits to the card when service is
poor. The telephone center also performs telemarketing services for direct sales
of Panther's proprietary calling cards.

Competition

     The global  telecommunications  market is currently  estimated at more than
$600 billion per year, and it is expected to triple by 2010.  Panther intends to
compete  in niche  markets,  but the  enormous  size of the  market  allows  for
aggressive companies to seize markets which can be highly profitable.

     The prepaid  phone card  business  is  extremely  fragmented  and very cost
competitive.   Many  of  Panther's  existing  and  potential   competitors  have
financial,   personnel,   marketing,   customer   bases  and   other   resources
significantly  greater  than  Panther's.  As a result,  they may be able to grow
faster  and  more  profitably.   Panther  believes  that  consolidation  in  the
telecommunications industry will increase competition.

     The marketing and pricing  activities of major  competitors,  such as AT&T,
MCI/WorldCom and Sprint significantly  influence the industry.  Panther believes
that AT&T,  MCI/WorldCom and Sprint  historically have chosen not to concentrate
their direct sales efforts on small and medium sized  businesses and specialized
niche markets, but these carriers still control about 85% of the total U.S. long
distance market. AT&T,  MCI/WorldCom and Sprint have also introduced new service
and pricing options that are attractive to smaller  commercial  users,  and they
may market to these customers more  aggressively in the future.  AT&T and, as an
interim measure, the structurally separate interexchange affiliates of the seven
regional Bell operating  companies  ("RBOC") have recently been  reclassified as
non-dominant  carriers  and, can now meet  competition  by  modifying  rates and
service offerings without pricing constraints or extended waiting periods. These
reclassifications  may make it more  difficult  for  Panther to compete for long
distance customers.  In addition, many large regional long distance carriers and
new  entrants in the industry  compete  directly  with Panther by  concentrating
their  marketing  and direct sales  efforts on small to medium sized  commercial
users  and  to  certain  niche  markets.   These  activities   include  national
advertising campaigns and telemarketing programs.



                                       -7-

<PAGE>



     The suppliers with whom Panther will contract for all transmission may also
be its competitors.  Both the interexchange carriers and local exchange carriers
that  will be  providing  transmission  services  for  Panther  have  access  to
information  about  Panther's  customers  for whom they  provide the actual call
transmission. Interexchange carriers or "IXCs," are telecommunications companies
that provide interstate or intrastate  telecommunications services between local
exchanges. Local exchange carriers, or "LECs," are telecommunications  companies
that provide  telecommunications  services in a  geographic  area in which calls
generally are transmitted without toll charges.  Because these IXCs and LECs are
potential  competitors of Panther,  they could use  information  about Panther's
customers, such as their calling volume and patterns of use, to their advantage.
The Telecommunications Act, which became law in 1996, has strengthened the rules
which  govern the  privacy of  customer  proprietary  information  by  expressly
prohibiting  telecommunications  carriers  which receive this  information  from
resale carriers for purposes of providing  telecommunications  services to those
resale  carriers  from using it for their own marketing  purposes.  In addition,
Panther's  success  will depend on its  ability to continue to buy  transmission
services  and access from these  carriers at a  significant  discount  below the
rates that they make available to Panther's targeted customers.

     Regulatory trends have had, and may continue to have, a significant  impact
on competition in the  telecommunications  industry. As a result of the recently
enacted  Telecommunications  Act, the RBOC can now provide, and are providing or
have announced their intention to provide, long distance service originating (or
in the case of "800" service,  terminating) outside their local service areas or
offered with other services, such as wireless services. Following application to
and upon a finding by the Federal  Communications  Commission that an RBOC faces
facilities-based  competition  and  has  satisfied  a  congressionally  mandated
"competitive  checklist" of interconnection and access obligations,  an RBOC can
provide long distance  service within its local service area. The entry of these
well-capitalized  and well-known  entities into the long distance service market
could  significantly  change  the  competitive   environment  in  which  Panther
operates.

     Incumbent local exchange carriers,  or "ILECs," are companies  historically
providing  local telephone  service.  The  Telecommunications  Act also seeks to
facilitate local telecommunications  competition by requiring ILECs, among other
things,  to allow end users to retain  their  telephone  numbers  when  changing
service providers and to place short-haul toll calls without dialing long access
codes. In response to these regulatory changes,  MCI/WorldCom and AT&T have each
announced  their  intention  to  enter  the  local  telecommunications   market.
MCI/WorldCom  has  announced  that it will  invest more than $2 billion in fiber
optic  rings  and  local  switching  equipment  in  major  metropolitan  markets
throughout the United States.  AT&T has announced that it filed  applications in
all 50 states to provide local telecommunications services.

     Even though the  Telecommunications  Act opens new markets to Panther,  the
nature  and  value  of  these  business  opportunities  will  partly  depend  on
subsequent regulatory interpretation of the statute's requirements.  The FCC has
promulgated  rules   implementing  the  local  competition   provisions  of  the
Telecommunications  Act.  Each state  must now  individually  adopt  regulations
applying the new national  guidelines.  Panther expects that ILECs will actively
resist competitive entry into the local  telecommunications  market and will try
to undermine the operations and the service offerings of competitive  providers.
This would leave carriers such as Panther,  which  are  dependent on  ILECs  for

                                       -8-

<PAGE>



network services,  vulnerable to anti-competitive  abuses. Panther cannot assure
you that  federal  and state  regulators  will  implement  and enforce the local
competition  provisions of the  Telecommunications Act in a way that will permit
Panther  to compete in the local  telecommunications  market or that  subsequent
legislative or judicial actions will not hurt Panther's ability to do so.

     In addition,  federal and state regulators are likely to provide ILECs with
increased  pricing  flexibility  for their  services as competition in the local
market increases.  If regulators allow ILECs to lower their rates substantially,
provide  excessive volume and term discount  pricing,  charge excessive fees for
network  interconnection  or access to  unbundled  network  elements,  or refuse
resale  services  at  wholesale  rates,   Panther  could  lose  its  ability  to
competitively provide local service.

Regulation

     The company is classified as an Interexchange  carrier (IXC) providing long
distance  telecommunication  services. The company has applied for licenses from
State Public Service Commissions in four states in which it operates. The filing
of the  application  grants the applicant  the right to provide the service.  We
will file with six  additional  states by the end of the 2001. The issuance of a
final order for a license  usually  takes six to eights  months.  We can operate
under the automatic application license pending the final order.

Employees

     Panther has 31 full-time employees in the Miami, Florida,  office.  Panther
also engages  consultants  and commission  sales persons on an as-needed  basis.
Panther considers its relationship with its employees to be satisfactory.

Item 2.           Description of Property.

     Panther  leases its  principal  executive  offices  in a modern  commercial
office building  located at 5255 N.W. 87th Avenue,  Suite 101,  Miami,  Florida.
These offices consist of  approximately  5,200 square feet of office space.  The
lease is currently a three-year  lease. We operate a telephone  calling facility
in 500 square feet of its executive  offices for its customer  service calls and
telemarketing activities.

     We have adequate computer  processing and  telecommunications  equipment to
service  is current  and near term  business  needs.  The  equipment  is in good
conditions,  and the company has  employees  who are  capable of  servicing  the
equipment.  We do not intend to acquire any material  additional  equipment.  If
additional  equipment is needed,  we will acquire it out of internal  cash flow,
third party financing, or through leasing.

Item 3.           Legal Proceedings.

         The company is not a party to any legal proceedings at this time.


                                       -9-

<PAGE>


     To the knowledge of  management,  no federal,  state or local  governmental
agency is  presently  contemplating  any  proceedings  against us. No  director,
executive  officer  or other  person who may be deemed to be an  "affiliate"  of
Panther  or owner of record or  beneficially  of more than five  percent  of the
common stock is a party adverse to us or has a material  interest  adverse to us
in any proceeding.


Item 4.           Submission or Matters to a Vote of Security Holders.

     The  company  did not submit any  matters to a vote of  securities  holders
during  the year  ended  August  31,  2001.  Any  action  requiring  the vote of
shareholders  may be taken by consent,  and the consent of Manuel  Sanchez,  who
holds  more than 60% of the  outstanding  shares of  common  stock,  is the only
approval  that is  required  for  shareholder  consent.  The board of  directors
elected Efrain  Rodriguez,  Guillermo  Acosta and Alvaro Ramirez as directors on
September 28, 2001. Mr. Sanchez  ratified the election of the directors,  and he
ratified  the  selection  of  Feldman  Sherb  & Co.,  P.C.,  as our  independent
auditors.

                                      -10-

<PAGE>



                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.

Market Information

     The common  stock of the company is not  presently  quoted in any market or
exchange.   We  anticipate   that  our  common  stock  will  be  quoted  on  the
over-the-counter  bulletin  board  ("OTCBB")  of  the  National  Association  of
Securities Dealers, Inc. The proposed trading symbol is "PNTR" or "PANT."

Registration on Form SB-2

     The  company  filed a  registration  statement  on Form SB-2 for  shares of
common  stock on  October  12,  2000.  We  filed a  delaying  amendment  and the
registration is presently under review. Neither the company nor the Securities &
Exchange   Commission  has  made  a  determination  on  when,  if  at  all,  the
registration  statement,  as amended,  will be effective.  The Form SB-2 and its
amendments  may  be  examined  through  the  Commission's  Internet  website  at
www.sec.gov.

Description of Securities

         The company has two classes of securities authorized, consisting of:

25,000,000  shares of common  voting  stock with a par value of one mil ($0.001)
per share; and

5,000,000  shares of preferred  stock with a par value of one mile  ($0.001) per
share.

     The  holders  of the common  stock  have one vote per share on each  matter
submitted to a vote at a meeting of the stockholders. The shares of common stock
do not carry cumulative  voting rights in the election of directors.  The common
stockholders have no pre-emptive  rights to acquire  additional shares of common
stock of other securities.  The common stock carries no subsequent or conversion
rights.  All  shares  of  common  stock  now  outstanding  are  fully  paid  and
non-assessable.

     The preferred  stock shall contain such rights and preferences as the board
of directors may authorize. No preferred stock has been issued.

     The shares of our common stock have never been traded in any public trading
market. The number of holders of record of our common stock is approximately 85.

     We have engaged the services of Florida  Atlantic Stock Transfer Co., Inc.,
of Tamarac,  Florida,  to act as the transfer agent and registrar for our common
stock.





                                      -11-

<PAGE>



Dividend Policy

     The company has never  declared  or paid any cash  dividends  on its common
stock. We do not anticipate paying cash dividends in the foreseeable future. The
payment of cash dividends,  if any, in the future will be at the sole discretion
of the board of  directors.  We are not  otherwise  restricted  from paying cash
dividends on its common stock.

Item 6.           Management's Discussion and Analysis or Plan of Operation.

Overview

     The  following   discussion   should  be  read  in  conjunction   with  the
consolidated  financial statements and notes thereto set forth in Item 7 of this
Annual Report.  To date, our principal  source of revenue has been the marketing
and distribution of our own branded prepaid long distance calling cards for both
domestic and  international  use. We distribute our prepaid cards utilizing card
numbers and PINs provided by the  telecommunications  carrier providing the long
distance service for the card. We incur up-front  expenses of printing the phone
cards.  We purchase the long  distance  phone  service  from  various  telephone
companies  who agree to provide usage time to the  cardholder  after we sell and
activate its phone cards.  Prepaid  phone cards are  distributed  through a vast
network of retail outlets,  including  convenient  stores,  newsstands,  grocery
stores and  discount  stores.  The retail  outlets are  serviced by  independent
distributors  nationwide,  except in South  Florida  where  retail  outlets  are
serviced through our commission salespersons.

Results of Operations

     We began active  operations in September 2000.  Effective May 31, 2001, New
Century  Capital &  Consulting  Corp.  ("New  Century"),  a public held  "shell"
corporation   acquired  Panther  Com  Enterprises   Inc.   Concurrent  with  the
acquisition, New Century, the legally surviving parent company, changed its name
to  Panther  Telecommunications   Corporation.   For  accounting  purposes,  the
acquisition  has been treated as a reverse  acquisition  with Panther Com as the
accounting acquirer.  Accordingly, the consolidated financial information herein
includes  the  accounts  of  Panther  Telecommunications   Corporation  and  its
wholly-owned subsidiary Panther Com except for the result of operations and cash
flows prior to May 31, 2001, which are those of Panther Com. In our initial year
ended August 31, 2001, we had a net loss of $161,087.

     Revenues  in our  initial  year  ended  August  31,  2001 were  $5,862,582,
including  $2,090,771 in the last quarter.  The monthly average  revenues in the
initial  nine months  ended May 31,  2001 were  $419,090.  The  monthly  average
revenues  in the last  quarter of our  initial  year ended  August 31, 2001 were
$696,924. The monthly revenue increase of $277,834 or 66% in the last quarter of
our initial year ended August 31, 2001 was due to the addition of customers,  as
well as an  increase  in the number of phone  cards we  distribute.  In the last
quarter of our initial  year ended August 31, 2001,  we  introduced  phone cards
specifically branded to Peru, Nicaragua, Haiti, Argentina and Colombia.



                                      -12-

<PAGE>



     Wholesale  revenues  in  our  initial  year  ended  August  31,  2001  were
$3,892,847,  including  $1,218,408  in the last  quarter.  The  monthly  average
revenues  in the  initial  nine months  ended May 31,  2001 were  $297,160.  The
monthly  average  revenues in the last  quarter of our initial year ended August
31, 2001 were $406,136.  The monthly revenue increase of approximately  $108,976
or 37% in the last  quarter of our initial year ended August 31, 2001 was due to
the  addition  of  distributors,  as well as an  increase in the number of phone
cards we distribute as explained above.

     Retail revenues in our initial year ended August 31, 2001 were  $1,969,735,
including  $872,363 in the last  quarter.  The monthly  average  revenues in the
initial  nine months  ended May 31,  2001 were  $121,930.  The  monthly  average
revenues  in the last  quarter of our  initial  year ended  August 31, 2001 were
$290,788.  The monthly revenue increase of approximately $168,857 or 138% in the
last  quarter of our initial  year ended August 31, 2001 was due to the addition
of retail  outlets,  as well as an  increase  in the  number  of phone  cards we
distribute as explained above. On average, we serviced  approximately 400 retail
outlets  in the  initial  nine  months  ended  May 31,  2001  when  compared  to
approximately 1,200 retail outlets in the last quarter of our initial year ended
August 31, 2001.

     Cost  of  revenues,   consisting  primarily  of  telecommunications  costs,
amounted to  $5,186,239  or 88% of revenues in our initial year ended August 31,
2001,  including  $1,712,305 or 82% of revenues in the last  quarter.  Our gross
profit margin for our initial year ended August 31, 2001 was 12%, with 8% in the
initial  nine  months  ended  May 31,  2001 and 18% in the last  quarter  of our
initial  year  ended  August 31,  2001.  The profit  margin  increase  is due to
favorable  pricing  terms with our  telecommunication  carriers  based on higher
usage  volume and an  increase  in retail  revenues  as  compared  to  wholesale
revenue.  Discounts from the face value of the card granted to distributors  are
approximately on average 5% higher than discounts granted to retailers.

     Selling,  general and  administrative  expenses,  consisting  primarily  of
salaries,  sales commissions and professional fees, amounted to $669,555 for the
initial year ended August 31, 2001, which included $247,814 in the last quarter.
Selling,  general and  administrative  expenses as a percentage of revenues were
11% of revenues for our initial year ended  August 31, 2001,  which  compared to
12% of revenues in the last quarter.

     Other expenses  consisted of professional fees incurred in the last quarter
of our  initial  year  ended  August 31,  2001 in  connection  with the  reverse
acquisition  and the  preparation  of the related  public  filings and  included
$60,000 in accounting fees,  $30,000 in legal fees and $67,875  representing the
fair value of consulting services exchanged for common stock.

     As a result of the factors  discussed  above, we had income from operations
of $6,788 and a net loss of $161,087 for our initial year ended August 31, 2001.

Liquidity and Capital Resources

     As of August 31, 2001,  we had current  assets of  approximately  $345,000,
current liabilities of approximately $459,000 and net working capital deficiency
of approximately $114,000. Our cash balance varies significantly from day-to-day
due to the large payments we make from our telephone carriers.

                                      -13-

<PAGE>





     Net cash flows provided by financing activities amounted to $27,000 for our
initial year ended August 31, 2001. Our principal stockholder funded our initial
working capital needs with loans totaling $57,918. We have repaid these loans as
of August 31,  2001.  We also  received a loan of $50,000  from two third  party
lenders.  The note is a demand note that bears interest at approximately 14% per
annum.  As of August 31, 2001, we have repaid  $24,000 of principal on the note.
The debt is being retired as cash flow permits.

     Net cash flows used in  investing  activities  amounted  to $47,940 for our
initial  year ended  August 31, 2001 and mainly  consisted  of a deposit  with a
telecommunications carrier and purchase of office furniture and equipment.

     The independent  auditors' report on our audited financial statements as of
and for our initial year ended August 31, 2001 included an explanatory paragraph
stating that our deficiencies in working capital and stockholders'  equity raise
substantial  doubt about our ability to  continue  as a going  concern.  We have
retained the services of Venture Fund  Management LLC of Palm Beach,  Florida to
act as a  nonexclusive  placement  agent to assist us in securing debt or and/or
equity  financing  to provide us with  liquidity  to meet our current and future
needs. Venture Fund Management LLC is entitled to a finder's fee of up to 10% of
funding. There can be no assurance that we will be able to obtain such financing
on  reasonably  commercial  terms,  or  otherwise,  or  that  we will be able to
otherwise satisfy our short-term needs from other sources in the future.

     Because our current  strategy is to focus our efforts on the  distributions
side as opposed to the infrastructure side of the telecommunication services, we
do not anticipate  acquiring any properties other than equipment for placing and
management of PIN numbers on our prepaid phone cards.  Any  acquisition  will be
subject  obtaining  the  necessary  financing.  The cost of the PIN encoding and
management equipment will be less than $500,000.


     In December  2001, the Company issued 250,000 shares of the common stock to
an individual  in exchange for $50,000.  For the year ending August 31, 2002, we
anticipate  raising an  additional  $500,000 to cover:  (1) our current  working
capital deficiency, (2) anticipated sales and accounts receivable growth and (3)
four additional employees, including one more executive and a controller.







                                      -14-
<PAGE>

Item 7.          Financial Statements.





                     PANTHER TELECOMMUNICATIONS CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS









INDEPENDENT AUDITORS' REPORT                                            F-2

CONSOLIDATED BALANCE SHEET                                              F-3

CONSOLIDATED STATEMENT OF OPERATIONS                                    F-4

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY                      F-5

CONSOLIDATED STATEMENT OF CASH FLOWS                                    F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              F-7 F-13





                                      F-1
<PAGE>







                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Panther Telecommunications Corporation


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Panther
Telecommunications Corporation and its subsidiary as of August 31, 2001, and the
related  consolidated   statements  of  operations,   changes  in  stockholders'
deficiency and cash flows for the year then ended.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Panther
Telecommunications Corporation and its subsidiary as of August 31, 2001, and the
results  of  their  operations  and  cash  flows  for the year  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated   financial  statements,   the  Company  incurred  a  net  loss  of
approximately  $161,000 for the year ended August 31,  2001.  Additionally,  the
Company had a working  capital  deficiency  and a  stockholders'  deficiency  of
approximately  $115,000 and  $77,000,  respectively,  at August 31, 2001.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern. Management's plans with respect to these matters are described in
Note 1 to the consolidated financial statements.  The accompanying  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.




                                                /s/ Feldman Sherb & Co., P.C.
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants


New York, New York
December 6, 2001



                                      F-2

<PAGE>
                     PANTHER TELECOMMUNICATIONS CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 AUGUST 31, 2001


                                     ASSETS


Current assets:
     Cash                                                        $          203
     Accounts receivable, including unbilled revenue of $212,351
        and net of allowance for doubtful accounts of $20,000           332,593
     Inventory                                                            9,460
     Other                                                                2,277
                                                                 ---------------

        Total current assets                                            344,533

Deposits                                                                 19,940
Property and equipment, net                                              17,667
                                                                 ---------------
                                                                 $      382,140
                                                                 ===============



                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Accounts payable                                            $      154,043
     Accrued liabilities                                                230,210
     Deferred revenue                                                    49,099
     Notes payable                                                       26,000
                                                                 ---------------

        Total current liabilities                                       459,352
                                                                 ---------------


Commitments                                                                   -

Stockholders' deficiency:
     Preferred stock, $0.001 par value, 5,000,000 shares
        authorized, none issued and outstanding                               -
     Common stock; $0.001 par value; 25,000,000 shares
        authorized, 10,000,000 issued and outstanding                    10,000
     Additional paid in capital                                          73,875
     Deficit                                                           (161,087)
                                                                 ---------------

        Total stockholders' deficiency                                  (77,212)
                                                                 ---------------


                                                                 $      382,140
                                                                 ===============


   The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>


                     PANTHER TELECOMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED AUGUST 31, 2001






Revenues                                                    $         5,862,582
Cost of revenues                                                      5,186,239
                                                              ------------------
Gross margin                                                            676,343
Selling, general and administrative expenses                            669,555
                                                              ------------------
Income from operations                                                    6,788
Other expenses                                                          157,875
Interest expense                                                         10,000
                                                              ------------------

Net loss                                                    $          (161,087)
                                                              ==================


Basic and diluted loss per common share                     $             (0.02)
                                                              ==================

Weighted average number of shares used in calculation
     of basic and diluted loss per common share                       8,125,000
                                                              ==================



   The accompanying notes are an integral part of these financial statements

                                      F-4

<PAGE>
                     PANTHER TELECOMMUNICATIONS CORPORATION
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                       FOR THE YEAR ENDED AUGUST 31, 2001



<TABLE>
<CAPTION>



                                                              COMMON STOCK            ADDITIONAL
                                                      -----------------------------     PAID IN
                                                         SHARES         AMOUNT          CAPITAL         DEFICIT           TOTAL
                                                      -------------  --------------  --------------  --------------  ---------------

<S>                                                      <C>                 <C>            <C>                               <C>
Balance at September 1, 2000 (inception)                         -  $            -  $            -  $            -  $             -

Issuance of common stock pursuant to
     reverse acquisition                                 7,500,000           7,500          (6,500)              -            1,000

Capital of accounting acquiree
     at reverse acqusition date                          2,500,000           2,500           5,000               -            7,500

Fair value of services received for common stock,
     excluding $15,000 recorded prior to
        reverse acquisition                                      -               -          75,375               -           75,375

Net loss                                                         -               -                        (161,087)        (161,087)
                                                      -------------  --------------  --------------  --------------  ---------------
Balance at August 31, 2001                              10,000,000  $       10,000  $       73,875 $      (161,087) $       (77,212)
                                                      =============  ==============  ==============  ==============  ===============
</TABLE>





   The accompanying notes are an integral part of these financial statements

                                      F-5


<PAGE>
                     PANTHER TELECOMMUNICATIONS CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       FOR THE YEAR ENDED AUGUST 31, 2001


Cash flows from operating activities:
     Net loss                                                  $       (161,087)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
         Depreciation                                                    10,333
         Provision for doubtful accounts                                 20,000
         Services received for common stock                              82,875
     Changes in assets and liabilities:
            Accounts receivable                                        (352,593)
            Inventory                                                    (9,460)
            Other current asset                                          (2,277)
            Accounts payable                                            154,043
            Accrued liabilities                                         230,210
            Deferred revenue                                             49,099
                                                                ----------------
Net cash provided by operating activities                                21,143
                                                                ----------------

Cash flows from investing activites:
     Deposits                                                           (19,940)
     Purchase of property and equipment                                 (28,000)
                                                                ----------------
Net cash used in investing activities                                   (47,940)
                                                                ----------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                               1,000
     Proceeds from issuance of short-term notes                          50,000
     Repayment of short-term notes                                      (24,000)
     Proceeds from shareholder loan                                      57,918
     Repayment of shareholder loan                                      (57,918)
                                                                ----------------
Net cash provided by financing activities                                27,000
                                                                ----------------
Net increase in cash                                                        203
Cash at beinning of year                                                      -
                                                                ----------------
Cash at end of year                                           $             203
                                                                ================
Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                 $           4,800
                                                                ================




   The accompanying notes are an integral part of these financial statements

                                      F-6




<PAGE>

                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001



NOTE 1 - NATURE OF BUSINESS AND ORGANIZATION

     Panther  Telecommunications  Corporation  ("the  Company") is the successor
     entity formed by the acquisition of Panther Com Enterprises Inc.  ("Panther
     Com") by New Century Capital & Consulting Corp.  ("New  Century").  Panther
     Com was  incorporated  in the  State of  Florida  on  February  3, 2000 and
     commenced operations on September 1, 2000 (inception).  Concurrent with the
     acquisition,  New Century, a publicly held "shell" Florida  corporation and
     the  legally   surviving   parent  company  changed  its  name  to  Panther
     Telecommunications Corporation.

     Effective on May 31, 2001, for accounting  purposes,  the  acquisition  has
     been treated as a reverse  acquisition,  with Panther Com as the accounting
     acquirer.  The result of  operations  and cash flows  prior to May 31, 2001
     included  in the  consolidated  financial  statements  herein  are those of
     Panther  Com.  Pro-forma  information  has not  been  presented  since  the
     transaction was deemed a capital stock  transaction  rather than a business
     combination. The Company adopted the fiscal year of Panther Com, which ends
     August 31.

     The Company  sells  pre-paid long  distance  calling cards to  distributors
     nationwide  and to retail  stores in South  Florida for both  domestic  and
     international use.

     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming  that the Company will  continue as a going  concern.  The Company
     incurred a net loss of approximately $161,000 for the year ended August 31,
     2001.  Additionally,  the Company had a working  capital  deficiency  and a
     stockholders'   deficiency   of   approximately   $115,000   and   $77,000,
     respectively,  at August 31, 2001. These conditions raise substantial doubt
     about the Company's  ability to continue as a going concern.  Management is
     actively  pursuing debt or equity  financing and is continually  evaluating
     the Company's  operations,  however, any results of their plans and actions
     cannot be assured.  The accompanying  consolidated  financial statements do
     not include  any  adjustments  that might  result from the outcome of these
     uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
     Panther  Telecommunications  Corporation  and its  wholly-owned  subsidiary
     Panther Com except for the result of operations and cash flows prior to May
     31,  2001,  which are those of Panther  Com,  as  described  in Note 1. All
     significant  intercompany  account  balances  and  transactions  have  been
     eliminated in consolidation.

      USE OF 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-7
<PAGE>

                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001



     ACCOUNTS RECEIVABLE

     The Company  extends  unsecured  credit in the normal course of business to
     virtually  all  of its  customers.  The  allowance  for  doubtful  accounts
     reflects  management's  opinion of  amounts,  which may  ultimately  become
     uncollectible.

     INVENTORY

     Inventory  consists of prepaid telephone cards that are stated at the lower
     of cost (first-in, first-out basis) or market.

     PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost.  Depreciation is provided on a
     straight-line basis over the estimated useful lives of the related assets.

     REVENUE RECOGNITION

     Revenue consists of long-distance  telecommunication  services  provided to
     prepaid phone card  distributors  and consumers.  Revenue is deferred until
     the period in which the service is provided or when the phone card expires.
     Phone  cards  expire  in  one  to  six months.  Unbilled revenue represents
     revenue  related  to  services  provided  to  consumers  but  billed to our
     customers subsequent to the reported period.

     COST OF REVENUES

     Cost of revenues  consists  primarily  of  long-distance  telecommunication
     costs.  The Company  negotiates  the purchase of minutes from long distance
     carriers under usage arrangements on a discounted rate basis.

     COMPUTATION OF EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed by dividing net income (loss)
     available to common  stockholders by the weighted  average number of common
     shares  outstanding  for the  period.  Diluted  earnings  (loss)  per share
     adjusts  basic  earnings  (loss) per share for the effects of stock options
     and other potentially dilutive financial instruments, only in the period in
     which such effect is dilutive.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's  financial  instruments  include accounts  receivable,  notes
     payable,  accounts payable and accrued  liabilities.  The carrying value of
     the  financial  instruments  approximates  fair  value  due  to  the  short
     maturities of these instruments.




                                  F-8
<PAGE>

                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001



     IMPAIRMENT OF LONG-LIVED ASSETS

     The  Company  reviews  the  impairment  of  long-lived  assets and  certain
     identifiable  intangibles  whenever  events  or  changes  in  circumstances
     indicate that the carrying amount of an asset may not be  recoverable.  The
     analysis  of the  recoverability  utilizes  undiscounted  cash  flows.  The
     measurement  of the loss, if any, will be calculated as the amount by which
     the carrying amount of the asset exceeds the fair value.


     SEGMENT DISCLOSURE

     The Company uses the "management approach" model for segment reporting. The
     management  approach  model  is  based  on the way a  company's  management
     organizes  segments within the company for making  operating  decisions and
     assessing performance.

     INCOME TAXES

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income taxes. Under this method, deferred taxes are determined based on the
     difference  between  the  financial  reporting  and tax bases of assets and
     liabilities  using  enacted  tax  rates in effect in the years in which the
     differences are expected to reverse. Valuation allowances are provided when
     the  expected  realization  of tax assets does not meet a "more likely than
     not" criteria.

     NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 141,  "Business  Combinations"  and SFAS No. 142,  "Goodwill  and Other
     Intangible  Assets".  SFAS No. 141 requires that all business  combinations
     initiated  after June 30, 2001, be accounted for under the purchase  method
     only and that certain acquired intangible assets in a business  combination
     be recognized as assets apart from goodwill. SFAS No. 142 requires that the
     amortization  of goodwill be replaced with periodic tests of the goodwill's
     impairment and that intangible assets other than goodwill be amortized over
     their useful  lives.  The  provisions  of SFAS No.142 will be effective for
     fiscal years beginning after December 15, 2001. The Company will adopt SFAS
     No.  141 and No.  142  immediately  with  regard to  business  combinations
     initiated after June 30, 2001.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
     No. 144  ("SFAS  144"),  "Accounting  for the  Impairment  or  Disposal  of
     Long-lived Assets".  SFAS 144 supercedes  Statement of Financial Accounting
     Standards No. 121,  "Accounting for the Impairment of Long-lived Assets and
     Assets to be Disposed of" and the  accounting  and reporting  provisions of
     Accounting  Principles  Board  Opinion  No. 30,  "Reporting  the Results of
     Operations  -Reporting  the Effects of Disposal of a Segment of a Business,
     and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
     Transactions."  SFAS 144 also amends  Accounting  Research Bulletin No. 51,
     "Consolidated   Financial   Statements,"  to  eliminate  the  exception  to
     consolidation for a subsidiary for which control is likely to be temporary.
     The provision of SFAS 144 will be effective for fiscal years

                                      F-9
<PAGE>
                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001


     beginning  after  December 15, 2001. The most  significant  changes made by
     SFAS  144  are:  (1)  removes  goodwill  from  its  scope  and,  therefore,
     eliminates the requirements of SFAS 121 to allocate  goodwill to long-lived
     assets   to   be   tested   for    impairment,    and   (2)   describes   a
     probability-weighted  cash flow estimation approach to deal with situations
     in which  alternative  course of action to recover the carrying amount of a
     long-lived  assets are under  consideration or a range is estimated for the
     amount of  possible  future  cash  flows.  The  Company  believes  that the
     adoption  of SFAS 144 will not have a material  effect on its  consolidated
     financial position or results of operations.

NOTE 3 - PROPERTY AND EQUIPMENT

       At August 31, 2001 property and equipment consists of:

                                      Estimated
                                        Useful
                                         Life

       Furniture and fixtures          5 years         $       8,000
       Equipment                       3 years                20,000
                                                       --------------
                                                              28,000
       Less: accumulated depreciation
                                                             (10,333)
                                                       --------------
                                                      $       17,667
                                                       ==============


NOTE 4 - NOTES PAYABLE

     At August 31, 2001,  notes payable  consists of unsecured  notes payable to
     two individuals  totaling $26,000. The interest on these notes was fixed at
     $10,000 at the time of borrowing and amounts to a weighted  average rate of
     approximately 14% per annum.


NOTE 5 - INCOME TAXES

     As of August 31, 2001, the Company has net operating loss  carryforwards of
     approximately  $ 140,000,  which expire in 2021. The  realization of future
     tax benefits from these net operating loss  carryforwards may be subject to
     limitations on their utilization.

     The components of the deferred tax asset at August 31, 2001 are as follows:


       Net operating loss carryforward                        $          53,274
       Provision for doubtful accounts                                    7,600
                                                               -----------------
       Valuation allowance                                               60,874
                                                                        (60,874)
                                                              ------------------
       Net deferred tax asset                                      $          -
                                                              ==================

                                      F-10
<PAGE>

                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001



       The deferred tax assets have been fully offset by a valuation allowance
       resulting from the uncertainty surrounding their future realization.

       For the year ended August 31, 2001, the effective income tax rate differs
       from the statutory rate as follows:

       Income tax benefit at the Federal statutory rate       $         (56,669)
       State income tax benefit                                          (4,205)
       Valuation allowance                                               60,874
                                                              ------------------
       Income tax benefit at effective tax rate               $               -
                                                              ==================


NOTE 6 - COMMITMENTS

     The Company  leases  office  space and  equipment  under  operating  leases
     expiring  through  February  2004. The future minimum lease payments are as
     follows:

        Year Ending
        August 31,

            2002                                             $           95,069
            2003                                                        112,661
            2004                                                         55,430
                                                             -------------------
                                                             $          263,160
                                                             ===================

      Total rent expense for the year ended August 31, 2001 was $ 39,242.


NOTE 7 - STOCKHOLDERS' DEFICIENCY

     PREFERRED STOCK

     The Company is authorized to issue  5,000,000  shares of preferred stock at
     $0.001 par value, with such rights and preferences, as may be designated by
     the Board of Directors.  As of August 31, 2001, none of the preferred stock
     was issued or outstanding.

     COMMON STOCK

     In connection with the reverse  acquisition on May 31, 2001 as described in
     Note 1, the Company issued  7,500,000 shares of its common stock for all of
     the issued and outstanding shares of Panther Com.


                                      F-11
<PAGE>

                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001


     SERVICES RECEIVED FOR COMMON STOCK

     On May 15, 2001 prior to the reverse  acquisition  described in Note 1, the
     Company issued 1,500,000 shares of common stock to various  individuals and
     companies in exchange for consulting  services.  These consulting  services
     were  provided  between March 15, 2001 and August 15, 2001. At the time the
     shares were issued, there was no market in the Company's stock. The Company
     has determined the fair value of such consulting services to be $45,375, of
     which  $7,500 was  recorded  as prepaid  expenses  and  another  $7,500 was
     expensed in the accounting  acquiree's  financial  statements  prior to the
     reverse  acquisition.  The  related  consulting  expense  recorded  in  the
     accompanying  financial  statements  amounted  to  $37,875,  including  the
     amortization of the $7,500  capitalized  prior to the reverse  acquisition.
     Fair  value  for such  services  was  based on  estimated  hours  worked by
     consultants using an average billing rate of $75 per hour.

     On June 8, 2001, the Company's CEO and controlling  stockholder transferred
     to the Company  675,000  shares of the Company's  common stock held by him,
     and the Company issued 675,000  shares to four financial  consultants,  who
     had  assisted  Panther  Com  Enterprises,  Inc.  with  reverse  acquisition
     described in Note 1. The Company's CEO and  controlling  shareholder is not
     seeking  reimbursement  for his  contribution of the 675,000 shares.  These
     consulting  services  were provided  between  November 27, 2000 and June 8,
     2001.  At the time the  shares  were  issued,  there  was no  market in the
     Company's  stock.  Based on estimated hours worked by consultants  using an
     average  billing rate of $75 per hour,  the Company has determined the fair
     value of such  consulting  services  to be  $30,000.  Such  amount has been
     recorded as an expense in the accompanying financial statements. The common
     stock has substantial  restrictions upon its sale or  transferability.  The
     delivery of the shares  represents  full  payment  for the  services of the
     consultants  either  to  receive  additional  services  or to  provide  the
     consultants with any form of payment.

     In August 2001, the Company's CEO and controlling  stockholder  transferred
     to the Company  300,000  shares of the  Company's of stock held by him, and
     the Company issued 300,000 shares to an individual,  who is a financial and
     management  consultant,  as an  inducement  to  secure  his  services.  The
     Company's CEO and controlling  shareholder is not seeking reimbursement for
     his  contribution  of the 300,000  shares.  The Company has  determined the
     value of such  inducement to be $15,000 based on  comparables.  Such amount
     has been recorded as an expense in the accompanying financial statements.


NOTE 9 - BUSINESS SEGMENT INFORMATION

     The Company's  reportable  segments are primarily  based on methods used to
     distribute its product.  The wholesale and retail segments through sales to
     distributors and retail stores, respectively, derive revenues from sales of
     generic and branded pre-paid phone cards.



                                      F-12
<PAGE>
                     PANTHER TELECOMMUNICATIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEAR ENDED AUGUST 31, 2001




     The accounting  policies of the segments are the same as those described in
     the summary of  significant  accounting  policies.  The  Company  evaluates
     performance  based on  operating  income  after  depreciation  but prior to
     interest expense and provision for income taxes; all corporate  overhead is
     allocated  to the  business  segments  based  on  their  pro-rata  share of
     revenues.  The  following  is  information  for  the  Company's  reportable
     segments for the year ended August 31, 2001 are as follows:

                               Wholesale          Retail          Consolidated
                              -------------   ---------------   ----------------




      Revenues                 $3,892,847       $1,969,735        $ 5,862,582

      Interest expense              6,640            3,360             10,000

      Depreciation                  6,861            3,472             10,333

      Income from operations        4,507            2,281              6,788

      Total assets                253,747          128,393            382,140


     Revenue is generated  all from within the United  States for the year ended
     August 31, 2001.




NOTE 10 - OTHER EXPENSES

     Other expenses  consisted of professional  fees incurred in connection with
     the reverse  acquisition  and the preparation of the related public filings
     as follows:

       Accounting fees                                        $          60,000
       Legal fees                                                        30,000
       Fair value of services exchanged for common stock                 67,875

                                                              ------------------
                                                              $         157,875
                                                              ==================

NOTE 11 - SUBSEQUENT EVENTS

     In  September   2001,  the  Company's  CEO  and   controlling   stockholder
     transferred to the Company 20,000 shares of the Company's common stock held
     by him, and the Company issued to two individuals 10,000 shares each of the
     Company's  common  stock  as a  financial  inducement  to them to join  the
     Company's Board of Directors.

     In December 2001,  the Company issued to an individual,  who is a marketing
     agent for the  Company,  250,000  shares of the  Company's  common stock in
     exchange for $50,000. The Company agreed to include 100,000 shares acquired
     by the  individual in an amendment to the  registration  statement that the
     Company had filed with the  Securities  & Exchange  Commission  and that is
     currently under review.


                                      F-13
<PAGE>







Item 8. Change In and Disagreements With Accountants on Accounting and Financial
        Disclosure.

     Effective May 31, 2001, Salberg & Company, P.A. resigned as the independent
accounts of Panther.  The  reports of Salberg & Company,  P.A. on the  financial
statements for any of the past two fiscal years  contained no adverse opinion or
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope, or account principle.  In connection with any of its audits for the
two most  recent  fiscal  years and  through  May 31,  2001,  there have been no
disagreements  with Salberg & Company,  P.A. on any matter of account principles
or practices, financial statement disclosure, or audit scope or procedure, which
disagreements  if not resolved to the  satisfaction  of Salberg & Company,  P.A.
would  have  caused  them to make  reference  thereto  in  their  report  of the
financial statements for such years.

     We engaged  Feldman  Sherb & Co.,  P.C.,  of New York,  New York as our new
independent  accountants as of May 31, 2001. Such engagement was ratified by our
Board of Directors.

                                      -15-

<PAGE>



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
With Section 16(a) of the Exchange Act.

     The following  table sets forth the names of all of the  Company's  current
directors and executive officers. These persons will serve until the next annual
meeting of the  stockholders or until their  successors are elected or appointed
and qualified, or their prior resignation or termination.


                                                                     Date of
                                                                     Election or
Name                      Positions Held                             Designation
Manuel Sanchez            CEO, CFO, President & Director            2001
Efrain Rodriguez          Director                                  2001
Lynne Perlmutter          Secretary & Director                      2001
Alvaro Ramirez            Director                                  2001
Guillermo Acosta          Director                                  2001


Business Experience of Directors and Officers

     Manuel  Sanchez  ,  Chief  Executive  Officer,   Chief  Financial  Officer,
President and  Director.  Mr.  Sanchez is 36 years old.  From 1997 to 2000,  Mr.
Sanchez was Vice President of Sales and Marketing for Technicom Systems, Inc., a
large prepaid phone card distributor. Mr. Sanchez was instrumental in taking TSI
from  inception to $100 million in annual  sales during a two-year  period.  Mr.
Sanchez  founded  Panther  Com  Enterprises  in  February  2000,  and  commenced
operations  in  September  2000.  Prior  to  working  in the  telecommunications
business,  Mr. Sanchez was a regional sales manager for the Florida lottery.  He
was a non-commissioned  officer in the U.S. Army for six years from 1983 to 1989
as a nuclear biological chemist,  specializing in analyzing and advising command
on systems and procedures during chemical warfare.

     Efrain Rodriguez,  Director. Mr. Rodriguez is 36 years old. Panther engaged
Mr. Rodriguez as a financial and management  consultant in August 2001. Prior to
assuming this position,  he served as the Chief  Financial  Officer for GDA.com,
Inc.,  in Miami from May 2000 to June  2001.  GDA.com,  Inc.  was  developing  a
business and finance  portal for Latin  America with the financial and strategic
support  of  the  leading   Latin   American   newspapers.   Panther  filed  for
reorganization  under the federal  bankruptcy  laws in July 2001. Mr.  Rodriguez
worked for  PricewaterhouseCoopers  for 10 years prior to joining  GDA. In 1999,
Mr.  Rodriguez  was  promoted to Senior  Manager of PwC,  for audit and business
advisory services.  He holds a Juris Doctor degree from the University of Puerto
Rico and a BA in accounting and finance from Fairfield University. Mr. Rodriguez
is a Certified Public Accountant.


                                      -16-

<PAGE>



     Lynne Perlmutter,  Director and Secretary.  Ms. Perlmutter is 41 years old.
She is a public  relations  and  marketing  consultant  in Miami,  Florida.  Ms.
Perlmutter has over 16 years of experience in public relations, media relations,
investor relations,  advertising and marketing. Ten years ago, she organized and
is now  the  owner  and  manager  of  Public  Image  Limited,  Inc.,  a  Florida
corporation,  which  acted as a  consultant  to Panther  Com  Enterprises,  Inc.
Through this  company,  she has  performed  independent  consulting  and project
development  for  numerous  small to mid size  companies  in the  South  Florida
region.  Prior to organizing  Public Image  Limited,  Inc.,  she founded  Summit
Communications,  which served as an advertising and financial  public  relations
division for a Miami-based  investment firm. She is a graduate of the University
of Florida.

     Guillermo Acosta, Director. Mr. Acosta is 68 years old. Mr. Acosta has been
associated  with  the  telecommunications  industry  for  over 46  years.  He is
presently the Executive Vice President of Piksat,  Inc., a provider of broadband
and  Internet  satellite  telecommunications  services.  He began his  career at
Western  Electric  Company,  a  division  of  AT&T,  as an  engineer  developing
electronic switching systems. During the 1980s, he worked in marketing and sales
with AT&T  International  and  assisted  AT&T in its joint  venture with Spain's
Telefonica  and with  other  telephone  companies  in Latin  America.  He became
president of AT&T Brazil in 1987 and served in this capacity  through 1994.  Mr.
Acosta's responsibilities included oversight over other AT&T operations in South
America.  After he left AT&T, he became responsible for business  development at
Americatel   where  he   served   as  chief   operating   officer.   Among   his
responsibilities  with Americatel,  he was involved with satellite  networks and
wireless  systems for ventures in Latin  America.  Mr.  Acosta holds  degrees in
Mechanical  and  Electrical   Engineering   from  the  University  of  Illinois,
Electrical  Engineering from the Graduate School of Ohio State  University,  and
Business Administration from Ohio Dominican College.

     Alvaro  Ramirez,  Director.  Mr.  Ramirez is 47 years old.  Mr.  Ramirez is
currently the Senior Vice  President of Cima Telecom,  a long distance  carrier.
Mr. Ramirez founded InterData  Engineering  Company in 1981. This company became
Cima Telecom through a reorganization.  Prior to the reorganization, Mr. Ramirez
served as the CEO.  While leading  InterData  Engineering,  Mr.  Ramirez  became
involved with numerous ventures and projects in Latin America. His work included
ventures  with  AT&T and  Control  Data de  Mexico.  During  his  tenure as CEO,
InterData  Engineering  became one of the  largest  value  added  resellers  and
distributors of  telecommunication  equipment,  computer  systems,  and business
communication  systems in the Bahamas and in Bermuda.  Mr. Ramirez holds a BS in
Electrical Engineering from Univeridad Javeriana in Bogota, and he has completed
graduate studies in Biomedical Engineering at the University of Miami.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section  16(a) of the Exchange Act requires  the  Company's  directors  and
executive  officers,  and  persons  who own  more  than ten  percent  (10%) of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common stock
and other equity securities of the Company. Officers, directors and greater than
ten percent (10%) stockholders are required by Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.

                                      -17-

<PAGE>



     Based  upon (i) the  copies of  Section  16(a)  reports  which the  Company
received from such persons for the 2001 fiscal year  transactions  in the Common
stock and their  Common  stock  holdings,  and (ii) the written  representations
received  from one or more of such  persons  that no annual Form 5 reports  were
required  to be filed by them for the 2001  fiscal  year that were not  properly
filed,  the Company  believes  that all  executive  officers  and board  members
complied  with all their  reporting  requirements  under  Section 16(a) for such
fiscal year.


Item 10.          Executive Compensation.

     Mr. Manuel Sanchez was the only executive  officer to receive  compensation
during the initial year ended August 31, 2001. Mr. Sanchez received from Panther
$40,000 during such period. Mr. Sanchez has agreed to the principal terms of his
employment  contract,  including  an initial  annual  salary of  $180,000  and a
two-year term. His employment  agreement has not been completed and signed,  and
it is not effective as of the date of the filing of this Annul Report.

<TABLE>
<CAPTION>

                           Summary Compensation Table

Name of principal and position           Fiscal       Salary          Other annual                   Long term
                                         year                         compensation                   compensation
------------------------------           -----
<S>                                      <C>          <C>                        <C>                          <C>
Manuel Sanchez, CEO, Director            2001         $40,000                   -0-                          -0-
Lynne Perlmutter, Secretary,             2001              -0-        $7,500 consulting fee                  -0-
Director                                                              received in form of
                                                                      101,250 shares of
                                                                      common stock paid to
                                                                      her wholly owned
                                                                      company
Efrain Rodriguez, Director               2001              -0-        $7,020 on his consulting               -0-
                                                                      agreement at the rate of
                                                                      $2,700 per week, and
                                                                      $15,000 as a bonus for
                                                                      taking the engagement
                                                                      paid in form of 300,000
                                                                      shares of Panther's
                                                                      common stock
Mark Colacurcio, CEO, Director           2001              -0-                     -0-                       -0-
through May 31, 2001

</TABLE>

Item 11.       Security Ownership of Certain Beneficial Owners and Management.

     The  following  table  reports  the share  holdings  of the  directors  and
executive  officers  and those  persons  who own more than five  percent  of the
common stock as of the date of this report.



                                      -18-

<PAGE>




                                     Number of Shares             Percentage
Name and Address                     Beneficially Owned           of Class

Manuel Sanchez                       6,395,000                     63%
5255 N.W. 87th Ave., Ste 101
Miami, Florida 33178
Efrain Rodriguez                       300,000                      3%
5255 N.W. 87th Ave., Ste 101
Miami, Florida 33178
Lynne Perlmutter                       101,250                      1%
5255 N.W. 87th Ave., Ste 101
Miami, Florida 33178
Guillermo Acosta                        10,000                     <1%
5255 N.W. 87th Ave., Ste 101
Miami, Florida 33178
Alvaro Ramirez                          10,000                     <1%
5255 N.W. 87th Ave., Ste 101
Miami, Florida 33178
All Officers and Directors as        6,816,250                     68%
a group


Item 12.          Certain Relationships and Related Transactions.

     There  are no family  relationships  between  any  director  and  executive
officer.

     Our  controlling  shareholder,  Manuel  Sanchez,  holds  over  63%  of  the
outstanding shares. He was the founder of Panther Com. He lent us $57,918 during
our initial year ended August 31, 2001.  Panther  repaid this amount  before the
end of the year.  Mr.  Sanchez has  contributed  995,000  shares of his personal
shares of common stock to Panther to pay for certain consultants of Panther Com,
to induce Mr.  Rodriguez  to become a director of Panther as well as a financial
and management  consultant to the CEO, and to induce Messrs.  Acosta and Ramirez
to become directors of Panther.  Mr.Sanchez has agreed not to seek reimbursement
for the shares he has contributed to us.

     Ms. Lynne Perlmutter is a director and corporate secretary.  Ms. Perlmutter
is the sole  shareholder  and  director of Public Image  Limited,  Inc., a Miami
public  relations  company.  Panther Com engaged Public Image  Limited,  Inc. to
provide consulting services for public relations, media relations, and corporate
administration  in the period  through  June 2001.  Public Image  Limited,  Inc.
received  101,250  shares of common  stock of  Panther as  compensation  for all
services performed. Panther has no further agreement with Ms. Perlmutter and her
affiliate company on consulting services.  Ms. Perlmutter may receive incidental
compensation for secretary functions. Any future consulting will be done through
separately negotiated agreements.

                                      -19-

<PAGE>



     Mr. Efrain  Rodriguez was engaged as a financial and management  consultant
for the  company in August  2001.  He agreed to become a director  in  September
2001. Mr.  Rodriguez  received  300,000  shares of restricted  common stock as a
bonus for taking the  engagement  and his  agreement  to assume the  position of
director.  Mr.  Rodriguez  receives  a  consulting  fee of $ 2,700 per week.  He
offices at our executive office, and he devotes his full time to us.

     Mr.  Guillermo  Costa and Mr. Alvaro Ramirez agreed to become  directors of
the company,  and they each received  10,000 shares of common stock.  We have no
other agreements with these directors.

     Mr.  Ramirez  is a  principal  with Cima  Telecom,  Inc.,  a long  distance
carrier.  Panther has discussed with Cima Telecom purchasing service,  but as of
this date,  the company and Cima Telecom have no agreement for any business.  If
Panther  agrees to purchase  service from Cima  Telecom,  management  of Panther
believes it will  secure the service at rates at least as good as those  offered
by other carriers.

     In December 2001, we issued to an individual,  who functions as a marketing
agent for Panther,  250,000  shares of our common stock in exchange for $50,000.
We agreed to include  100,000 shares  acquired by the individual in an amendment
to the  registration  statement  that we filed with the  Securities and Exchange
Commission and that registration statement is currently under review.

Item 13.          Exhibits and Reports on Form 8-K.

Exhibit

     2            Plan of acquisition, reorganization, arrangement,
                  liquidation, or succession (Exchange Agreement between company
                  and Panther Com Enterprises, Inc. incorporated by reference to
                  Exhibit 2 to Form 8-K filed on June 13, 2001.)

     3(i)         Articles of Incorporation and amendments
                  (Incorporated by reference to Exhibit 3(1) to Form 10-SB filed
                  on August 7, 2000, and Exhibit 3(i) to Form 8-K filed on June
                  13, 2001.)

     3(ii)        By-Laws
                  (Incorporated by reference to Exhibit 3(2) to Form 10-SB filed
                  on August 7, 2000.)

     10           Material contracts
     10.1         Broker  Contract  between Company and Terra Telecommunications
                  Corp. dated   February 22, 2001 (to be filed with amendment to
                  Form SB-2).
     10.2         Radiant Agency Agreement between Company and  Radiant  Telecom
                  Inc (to be filed with amendment to Form SB-2).
     10.3         Consulting Agreement between Efrain Rodriguez and Company (to
                  be filed with amendment to Form SB-2).


                                      -20-

<PAGE>



     16           Letter on change in certifying accountant  (filed  with  Form
                  8-K/A filed concurrently with this Annual Report).

     21           List of Subsidiaries



Reports on Form 8-K

     On October 10, 2001, we filed a Current Report on Form 8-K:

     Under Item 5, Other Events, we reported the election of Efrain Rodriguez,
Guillermo Acosta, and Alvaro Ramirez as directors of Panther.

     Under Item 7, Financial Statements, we included the financial statements of
Panther Com as required by Regulation S-X, Rule 3-05.






                                      -21-

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed by the undersigned, who are duly authorized.

PANTHER TELECOMMUNICATIONS CORPORATION
(formerly New Century Capital & Consulting Corp.)

By   /s/Manuel Sanchez
  -----------------------------------------------------------------
      Manuel Sanchez, President, CEO, and Director

Date:   December 17 , 2001

     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By    /s/Lynne Perlmutter
  ------------------------------------------------------------------
      Lynne Perlmutter, Secretary and Director

Date:   December 17, 2001


By     /s/Efrain Rodriguez
  ------------------------------------------------------------------
        Efrain Rodriguez, Director

Date:     December 17, 2001


By    /s/Guillermo Acosta
   -----------------------------------------------------------------
       Guillermo Acosta, Director

Date:     December 17, 2001


By    /s/ Alvaro Ramirez
   ------------------------------------------------------------------
       Alvaro Ramirez, Director

Date:     December 17, 2001

                                      -22-