SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **FORM
10Q-SB**
 
 (Mark
One)
 
 [ X
]  Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the
quarterly period ended March 31, 2005 or
 
 [  
 ]  Transitional
Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 For the
transition period from _____ to ______.
 
 ____________________________________________
 
 Commission
      File No. 000-13858**METAPHOR
      CORPORATION**
      (Name
      of small business issuer in its charter)
 _____________________________________________
 
 Nevada
    86-0214815(State
      or other Jurisidiction
      of
      Incorporation or Organization)
    (IRS
      Employer
      Identification
      Number)
 _____________________________________________
 
 580
      2nd Street, Suite 102
      Encinitas,
      California
    92024(Address
      of Principal Executive Offices)
    (Zip
      Code)Issuer's
      Telephone Number
    760-230-2300
      x205
 
 **ABCI
HOLDINGS, INC.**
 (Registrant's
Former Name)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 
 Yes [ X ]
No [    ]
 
 Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).
 
 Yes
[    ] No [    ]
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 17, 2005 there were 509,705 shares
of the Company's common stock issued and outstanding.
 
 Transitional
Small Business Disclosure Format: Yes [ X ]  No [  
 ].
 
 This Form
10-QSB consists of 11 Pages.
  1
  TABLE OF
CONTENTS
 FORM
10-QSB QUARTERLY REPORT
 _________________________
 
 METAPHOR
CORPORATION
 
 Section
    Heading
    PagePart
      I
    Financial
      InformationItem
      1
    Financial
      StatementsBalance
      Sheets (Unaudited)
      at
      March 31, 2005 and December 31, 2004
    3Statement
      of Operations (Unaudited)
      from
      January 1, 2005 to March 31, 2005, and the comparative period for Fiscal
      Year 2004
    4Statement
      of Cash Flows (Unaudited)
      from
      January 1, 2005 to March 31, 2005, and the comparative period for Fiscal
      Year 2004
    5Statement
      of Changes in Stockholders' Equity (Deficit)
      from
      December 31, 2002 through March 31, 2005
    6Notes
      to Financial Statements
    7Item
      2
    Management's
      Discussion and Analysis of Financial Condition
    8Item
      3
    Controls
      and Procedures
    8Part
      II
    Other
      InformationItem
      1
    Legal
      Proceedings
    9Item
      2
    Unregistered
      Sales of Equity Securities and Use of Proceeds
    9Item
      3
    Defaults
      Upon Senior Notes
    10Item
      4
    Submission
      of Matters of a Vote to Security Holders
    10Item
      5
    Other
      Information
    10Item
      6
    Exhibits
      and Reports on Form 8-K
    10Signatures
    11Sarbanes-Oxley
      Certifications
    Ex 31 and 32
 
  2
  Metaphor
Corp.
 (formerly
ABCI Holdings, Inc.)
 Balance
Sheet at March 31, 2005 and December 31, 2004
 (See
Footnotes Below)
 
 **ASSETS****As of**
    
    
    **As
      of******
    
    
    **March
      31,**
    
    
    **December
      31,****2005**
    
    
    **2004****Current
      Assets**Cash
    
    $
    -
    
    $
    -**Total
      Current Assets**
    
    
    -
    
    
    -**Other
      Assets**Organization
      costs
    
    
    -
    
    
    -**Total
      Other Assets**
    
    
    -
    
    
    -**TOTAL
      ASSETS**
    
    **$******
    ******-**
    
    **$******
    ******-****LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)****Current
      Liabilities**Accounts
      payable
    
    $
    21,759
    
    $
    31,759Accrued
      liabilities
    
    
    -
    
    
    -Demand
      notes
    
    
    32,500
    
    
    57,500Convertible
      debentures
    
    
    25,000
    
    
    25,000Loan
      payable - (a related party)
    
    
    -
    
    
    29,625**Total
      Current Liabilities**
    
    
    79,259
    
    
    143,884**TOTAL
      LIABILITIES**
    
    $
    79,259
    
    $
    143,884**Stockholders'
      Equity (Deficit)**Preferred
      stock, ($.001 par value, 10,000,000shares
      authorized; none issued and outstanding.)
    
    
    -
    
    
    -Common
      stock, ($.0001 par value, 100,000,000 sharesauthorized;
      509,709 and 499,894 shares issued and outstandingas
      of March 31, 2005 and December 31, 2004, respectively).
    
    
    51
    
    
    50Additional
      paid-in capital
    
    
    21,141,665
    
    
    21,107,041Deficit
      accumulated during development stage
    
    
    (21,220,975
    )
    
    (21,250,975
    )**Total
      Stockholders' Equity (Deficit)**
    
    
    (79,259
    )
    
    (143,884
    )**TOTAL
      LIABILITIES &****STOCKHOLDERS'
      EQUITY (DEFICIT)**
    
    **$******
    ******-**
    
    **$******
    ******-**
 
  3
  Metaphor
Corp.
 (formerly
ABCI Holdings, Inc.)
 Statement
of Operations from January 1, 2005 to March 31, 2005,
 and the
comparative period for Fiscal Year 2004
 (See
Footnotes Below)
 
 ****
    
    
    **Three
      Months**
    
    
    **Three
      Months******
    
    
    **Ended**
    
    
    **Ended****March
      31,**
    
    
    **March
      31,****2005**
    
    
    **2004**Revenues
    
    $
    -
    
    $
    -**Total
      Revenues**
    
    
    -
    
    
    -**Operating
      Expenses**General
      & Administrative Expenses
    
    
    -
    
    
    -Professional
      consulting
    
    
    -
    
    
    1,850Office
      occupancy and supplies
    
    
    -
    
    
    -**Total
      General & Administrative Expenses**
    
    
    -
    
    
    1,850**Other
      Income & (Expenses)**Other
      income
    
    
    30,000
    
    
    -Interest
      expense
    
    
    -
    
    
    (225
    )Gain
      on extinguishment of debt
    
    
    -
    
    
    -**Total
      Other Income & (Expenses)**
    
    
    30,000
    
    
    (225
    )**Net
      Income (Loss)**
    
    $
    30,000
    
    $****
    **(2,075**
    **)****Basic
      earnings (loss) per share**
    
    $
    0.06
    
    $
    (0.01
    )**Weighted
      average number of****common
      shares outstanding**
    
    
    509,273
    
    
    208,354
 
 
 
  4
  Metaphor
Corp.
 (formerly
known as ABCI Holdings, Inc.)
 Statement
of Cash Flows from January 1, 2005 to March 31, 2005,
 and the
comparative period for Fiscal Year 2004
 (See
Footnotes Below)
 
 ****
    
    
    **Three
      Months**
    
    
    **Three
      Months******
    
    
    **Ended**
    
    
    **Ended******
    
    
    **March
      31,**
    
    
    **March
      31,****2005**
    
    
    **2004****CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      income (loss)
    
    $
    30,000
    
    $
    (2,075
    )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Debt
      relief
    
    
    29,625
    
    
    -Changes
      in operating assets and liabilities:Issuance
      of stock for services
    
    
    -
    
    
    -Issuance
      of stock for interest
    
    
    -
    
    
    -Increase/(decrease)
      in accrued liabilities
    
    
    -
    
    
    2,075Increase/(decrease)
      in demand notes
    
    
    (25,000
    )Increase/(decrease)
      in accounts payable
    
    
    (34,625
    )
    
    -***Net
      cash provided by (used in) operating
    activities***
    
    
    **-**
    
    
    **-****CASH
      FLOWS FROM INVESTING ACTIVITIES*****Net
      cash provided by (used in) investing
    activities***
    
    
    **-**
    
    
    **-****CASH
      FLOWS FROM FINANCING ACTIVITIES*****Net
      cash provided by (used in) financing
    activities***
    
    
    **-**
    
    
    **-*****Net
      increase (decrease) in cash***
    
    
    **-**
    
    
    **-*****Cash
      at beginning of period***
    
    
    **-**
    
    
    **-*****Cash
      at end of period***
    
    $
    -
    
    $****
    **-**SUPPLEMENTAL
      DISCLOSURESInterest
      paid
    
    $
    -
    
    $
    225Income
      taxes paid
    
    $
    -
    
    $****
    **-**SUPPLEMENTAL
      DISCLOSURES OF NONCASH TRANSACTIONSStock
      issued for debt
    
    $
    29,625
    
    $Stock
      issued for services
    
    $
    -
    
    $
    -Stock
      issued for interest
    
    $
    -
    
    $
    -
 
  5
  METAPHOR
CORP.
 (formerly
ABCI Holdings, Inc.)
 Statement
of Changes in Stockholders' Equity (Deficit)
 From
December 31, 2001 through March 31, 2005
 
 DeficitAccumulatedCommon
    
    
    Common
    
    
    Additional
    
    
    During
    
    
    TotalStock
    
    
    Stock
    
    
    Paid-in
    
    
    DevelopmentAmount
    
    
    
    
    
    Capital
    
    
    StageBalance
      at December 31, 2001
    
    
    37,592
    
    
    4
    
    $
    14,835,837
    
    $
    (18,560,647
    )
    
    (3,724,806
    )Issuance
      of stock options
    
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    75,000Stock
      adjustment
    
    
    425
    
    
    
    
    
    (6
    )
    
    
    
    
    (6
    )Stock
      issuance for debt
    
    
    11,085
    
    
    1
    
    
    1,439,346
    
    
    
    
    
    1,439,347Stock
      issued for expenses
    
    
    38,555
    
    
    4
    
    
    2,620,704
    
    
    
    
    
    2,620,708Net
      loss, December 31, 2002
    
    
    
    
    
    
    
    
    
    
    
    (2,495,031
    )
    
    (2,495,031
    )Balance,
      December 31, 2002
    
    
    87,658
    
    
    9
    
    
    18,970,881
    
    
    (21,055,678
    )
    
    (2,084,788
    )Stock
      issued for debt
    
    
    63,197
    
    
    6
    
    
    1,898,958
    
    
    
    
    
    1,898,964Stock
      issued for expenses
    
    
    57,500
    
    
    6
    
    
    11,494
    
    
    
    
    
    11,500Net
      loss, December 31, 2003
    
    
    
    
    
    
    
    
    
    
    
    (119,067
    )
    
    (119,067
    )Balance,
      December 31, 2003
    
    
    208,354
    
    
    21
    
    
    20,881,333
    
    
    (21,174,745
    )
    
    (293,391
    )Stock
      issued on April 29, 2004for
      services valued at $0.01 per share
    
    
    21,250
    
    
    2
    
    
    31,498
    
    
    
    
    
    31,500Stock
      issued on April 29, 2004for
      services valued at $0.01
    
    
    14,250
    
    
    1
    
    
    11,249
    
    
    
    
    
    11,250Stock
      issued on April 29, 2004for
      debt settlement
    
    
    256,040
    
    
    26
    
    
    182,961
    
    
    
    
    
    182,987Net
      loss, December 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    (76,230
    )
    
    (76,230
    )Balance,
      December 31, 2004
    
    
    499,894
    
    
    50
    
    
    21,107,041
    
    
    (21,250,975
    )
    $
    (143,884
    )Stock
      issued on January 5, 2005for
      the round lot reverse split
    
    
    9,815
    
    
    1
    
    
    34,624
    
    
    
    
    
    34,625Net
      Income, March 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    30,000Balance,
      March 31, 2005
    
    
    509,709
    
    $
    51
    
    $
    21,141,665
    
    $
    (21,220,975
    )
    $
    (79,259
    )
  6
  **NOTES
TO FINANCIALS STATEMENTS**
 
 ***NOTE
1. ORGANIZATION AND OPERATIONS***
 
 Organization
 
 Metaphor
Corp. ("Company"), formerly known as ABCI Holding, Inc., was incorporated in the
State of Nevada. As of January 1, 2003 the company has limited
operations.
 
 In August
of 2001, the Company completed a reverse acquisition into One Class Synergy
Corporation. Subsequently, One Class Synergy Corporation changed the name to
ABCI Holdings, Inc. Before the merger with One Class Synergy Corporation, the
Company was named American Boardsports Company, Inc.
 
 On
December 6, 2004, ABCI Holdings, a Delaware corporation, consummated a merger
(the “Reincorporation Merger”) with and into Metaphor Corp., a Nevada
corporation, a new corporation formed exclusively for the purpose of
effectuating the Reincorporation Merger, in order to reincorporate from the
State of Delaware to the State of Nevada (the Reincorporation”). The
Reincorporation Merger was effected pursuant to an Agreement and Plan of Merger
entered into between ABCI Holdings, and Metaphor Corp. on December 6, 2004. As a
result of the Reincorporation Merger, and subsequent to the appropriate filings
with the States of Nevada and Delaware, the legal domicile of the company is now
Nevada.
 
 Operations
 
 During
2002 and prior, the Company planned to manufacture and distribute skateboards,
wakeboards, snowboards, related clothing and accessories primarily to specialty
retail outlets in the United States and in 13 foreign countries. The Company
manufactured and/or assembled its products from components acquired from
suppliers in North America. Products were marketed with the Company's own trade
names, such as, "Thruster," "Revelation," "Human," "Republic," and "Enemy."
 
 On
January 14, 2003, Thomas N. Carter resigned as Chief Executive Officer and
Chairman of the Board. Mr. Mark Baum, Attorney at Law was elected to serve as
the interim CEO and Board Chairman. As of that date, operations of ABCI Holding,
including the web site, were discontinued, and the resignation of Floyd Ryan,
the Company’s president was received and accepted.
 
 
 ***NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES***
 
 **a.** **Basis
of Accounting**
 
 The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
 
 **b.** **Basic
Earnings per (loss) Share** ****
 
 In
February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128.
  Basic net
loss per share amounts is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company.
  
 **c.** **Use
of Estimates**
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities, and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates
made by management are among others, realization of long-lived assets and
deferred taxes.
 
 **d.** **Cash
Equivalents** ****
 
 The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
 
 **e.** **Property
and Equipment**
 
 Property
and equipment are stated at cost. Depreciation and amortization is computed
using the straight-line method over the estimated useful lives of the assets
ranging from three to seven years. As of December 31, 2001 all equipment was
sold or abandoned.
 
 **f.** **Segment
and Geographic Information** ****
 
 The
Financial Accounting Standards Board ("FASB") issued SFAS No. 131 on
"Disclosures about Segments of an Enterprise and Related Information" effective
in 1998. SFAS 131 requires enterprises to report financial and descriptive
information about reporting operating segments and establishes standards for
related disclosures about products and services, geographic areas and major
customers. The Company evaluated SFAS No. 131 and determined that the Company
operates in only one segment.
 
 **g.** **Income
Taxes**
 
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
  Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
 
 **h.** **Accounting
for Stock-Based Compensation** ****
 
 SFAS No.
123, "Accounting for Stock-Based Compensation", prescribes a fair value method
of accounting for stock based compensation plans and for transactions in which
stock options or other equity instruments are exchanged for goods or services.
Accordingly, the fair value of the equity instruments is used to account for the
payment of services rendered. The cost of stock-based compensation is measured
at the grant date on the value of the award and recognizes this cost over the
service period. The value of the stock-based award is determined using a pricing
model whereby compensation cost is the excess of the fair market value of the
stock as determined by the model at grant date or other measurement date over
the amount an employee must pay to acquire the stock. Thomas Carter, former
Chairman and CEO was given an option to purchase 2,500,000 shares of the
Company’s Common Stock at $0.05 per share, all of which were exercisable in the
year of issuance. Utilizing the Black Schools model which considers the one year
term, the $0.12 market price at the time of issuance and an interest rate of
6.48%, it was determined that a compensation expense of $75,000 was to be
recorded.
 
 **New
Accounting Pronouncements**
 
 In
November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151,
Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends
the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that “... under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges...” This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of “so abnormal.” In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. This
Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. Management does not believe the adoption of this
Statement will have any immediate material impact on the Company.
  In
December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects, to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or cash
flows.
 
 On
December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
Statement of Financial Accounting Standards No. 123 (Revised 2004), Shared-Based
Payment (“SFAS 123R). SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The provisions of SFAS 123R are
effective as of the first interim period that begins after June 15, 2005.
Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements.
Management is assessing the implications of this revised standard, which may
materially impact the Company’s results of operations in the third quarter of
fiscal year 2005 and thereafter.
 
 On
December 16, 2004, FASB issued Statement of Financial Accounting Standards No.
153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary transactions (“SFAS 153”). This statement amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception of exchanges of
nonmonetary assets that do not have commercial substance. Under SFAS 153, if a
nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.
 
 
 ***NOTE
3. GOING CONCERN***
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
As reported in the financial statements, Metaphor Corp. has incurred a recurring
loss of $21,220,975 from inception through March 31, 2005. As of that date, the
Company’s current liabilities exceeded its current assets by $89,259. These
factors create uncertainty about the Company’s ability to continue as a going
concern. The ability of Metaphor Corp. to continue as a going concern is
dependent on the Company obtaining adequate capital funding. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  Management
plans to raise additional funds through debt or equity offerings. Management has
yet to decide what type of offering the Company will use or how much capital the
Company will raise. There is no guarantee that the Company will be able to raise
any capital through any type of offerings.
   ***NOTE
4. INCOME TAXES***
 **As
      of March 31, 2005**Deferred
      tax assets:Net
      operating tax carryforwards
    $
      7,427,341Other
    -0-Gross
      deferred tax assets
    7,427,341Valuation
      allowance
    (7,427,341)Net
      deferred tax assets
    $
      -0-
 
 Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income. As the achievement of required future
taxable income is uncertain, the Company recorded a valuation
allowance.
  
 ***NOTE
5. SCHEDULE OF NET OPERATING LOSSES***
 
 Net
      Operating Losses prior to 2002
    $
    (18,560,647)2002
      Net Operating Income
    
    (2,495,031)2003
      Net Operating Loss
    
    (119,067)2004
      Net Operating Loss
    
    (76,230)2005
      Net Operating Income (three months)
    
    20,000Net
      Operating Loss
    $
    (21,220,975)
 
 As of
March 31, 2005, the Company has a net operating loss carryforwards of
approximately $21,220,975. Net operating loss carryforward expires twenty years
from the date the loss was incurred.
 
 
 ***NOTE
6. CONVERTIBLE DEBENTURES PAYABLE***
 
 As of
December 31, 2001, the Company issued $1,354,000 short-term convertible
promissory notes and assumed $175,000 of convertible debt through the merger
with One Class Synergy; $1,354,000 was converted to common stock by March 31,
2002. During the first quarter of 2003, $150,000 of convertible debt was
converted to common stock.
 
 As of
March 31, 2005, there was one convertible debenture payable, totaling
$25,000.
 
 
 ***NOTE
7. RELATED PARTY TRANSACTIONS***
 
 The
Company neither owns nor leases any real or personal property. A director
provides office services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities as they
become available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
 
 Amount
Due Shareholder
 
 The
Company had an amount due to a shareholder of $29,625. In December of 2004, the
Company resolved to issue 4,000,000 (160,000 post reverse split) shares of
common stock to satisfy this amount due. The shares related to the debt
satisfaction were not physically issued until January 21, 2005.
 
 Legal
Services
 
 The Baum
Law Firm ("TBLF") has been engaged to consult for the Company. As of March 31,
2004, TBLF had spent approximately 900 hours of billable time (at US $275.00 per
hour) engaging in efforts to liquidate assets of the Company, to settle lawsuits
and various Company obligations as well as engaging in the process of finding a
suitable merger candidate for the Company. On April 29, 2004, TBLF converted
some of its obligations into common shares of the Company. In December of 2004,
the Company resolved to convert any existing debt and any debt incurred to TBLF
through July 31, 2005, into common shares of the Company. On January 21, 2005
and March 1, 2005, TBLF converted its obligations into restricted common
shares.
 
 As of
December 31, 2003, the Company accrued approximately $183,000 of legal fees due
TBLF, which is owned by Mark Baum, the Company’s interim CEO and Chairman. On
April 29, 2004 the Company issued 256,040 of common stock to TBLF to satisfy
outstanding legal fees. Additionally, on January 21, 2005 and March 1, 2005,
TBLF converted its obligations into common shares of the Company.
 
 
 ***NOTE
8. STOCK COMPENSATION PLANS***
 
 During
January 2003, the Company adopted the 2001-2002 Consultants Stock Option Plan
(the "Plan"). The Plan authorizes the Board and / or designed committee to grant
options to certain qualifying consultants. The aggregate number of option shares
cannot exceed 3,000,000. The stock options granted under the Plan may be of two
types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The
option price per share of stock under the Plan will be determined by the Board
and / or Committee at the time of grant but shall not, (i) in the case of
Non-Qualified Stock Options, be less than 75 percent of the fair market value of
the stock on such date, and (ii) in any event, be less than the par value of the
stock. If an individual with more than 10 percent of the combined voting power
of all classes of stock of the Company or any Parent Corporation is granted an
Incentive Stock Option, the option price shall be no less than 110 percent of
the fair market value of the stock on the date granted. Options granted and not
exercised within 10 years will expire. To the extent that the aggregate fair
market value of shares of stock with respect to which Incentive Stock Options
granted under this Plan become exercisable for the first time during the
calendar year exceeds $100,000, such stock options will be treated as
Non-Qualified Stock Options. As of December 31, 2003, no options have been
granted.
 
 During
April 2002, the Company adopted the 2002 Professionals Stock Compensation Plan.
The Plan authorizes the Board and / or designed committee to grant options to
certain qualifying consultants. The aggregate number of option shares cannot
exceed 500,000. The stock options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The option
price per share of stock under the Plan will be determined by the Board and / or
Committee at the time of grant but shall not, (i) in the case of Non-Qualified
Stock Options, be less than 75 percent of the fair market value of the stock on
such date, and (ii) in any event, be less than the par value of the stock. If an
individual with more than 10 percent of the combined voting power of all classes
of stock of the Company or any Parent Corporation is granted an Incentive Stock
Option, the option price shall be no less than 110 percent of the fair market
value of the stock on the date granted. Options granted and not exercised within
10 years will expire. To the extent that the aggregate fair market value of
shares of stock with respect to which Incentive Stock Options granted under this
Plan become exercisable for the first time during the calendar year exceeds
$100,000, such stock options will be treated as Non-Qualified Stock Options. As
of December 31, 2003, no options have been granted.
 
 During
September 2003, the Company adopted a 2003 Stock Incentive Plan, whereby certain
individuals receive stock options to stimulate their involvement and continued
involvement in the Company. On September 17, 2003, the Company registered for
consideration to employees, officers, directors or consultants 10,000,000 shares
of the common stock for services rendered and / or to be rendered and payments
made under the 2003 Stock Incentive Plan. As of December 31, 2004, no stock or
options have been issued.
 
 
 ***NOTE
9. COMMON STOCK***
 
 Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees’ stock issuance are in
accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable. All stock transactions have been retroactively restated to reflect
a 1 for 200 stock split.
 
 Preferred
Stock
 
 The Board
of Directors has the authority to issue Preferred Stock and to fix and determine
its series, relative rights and preferences. As of the March 31, 2005, no
classes of Preferred Stock were declared, issued or outstanding.
 
 Common
Stock
 
 The
Holders of Common Stock have one vote per share on all matters (including
election of Directors) without provisions for cumulative voting. The Common
Stock is not redeemable and has no conversion or preemptive rights.
 
 In the
event of liquidation of the Company, the holders of Common Stock will share
equally in any balance of the Company’s assets available for distribution to
them after satisfaction of creditors and the holders of the Company’s senior
securities. The Company may pay dividends, in cash or in securities or other
property, when and as declared by the Board of Directors from assets legally
available. To date, the Company has not declared or paid dividends on its Common
Stock.
 
 From July
1999 through December 31, 2001, the Company raised an additional $2,124,784
utilizing a Private Placement Memorandum and merger with One Class Synergy
Corporation issuing 37,698 shares of the combined company common stock.
 
 During
year ended December 31, 2002 the Company issued 2,217,007 shares of common stock
for the payment of debt, equaling $11,085.
 
 During
year ended December 31, 2002 the Company issued 38,555 shares of common stock
equal to $2,620,708 for the payment of operating expenses.
 
 During
the year ended December 31, 2003, the Company issued 63,197 shares of common
stock for the liquidation of debt totaling $1,898,964.
 
 During
the year ended December 31, 2003, the Company issued 57,500 shares of common
stock equally $11,500 for the payment of operating expenses.
 
 During
the year ended December 31, 2004, the Company issued 21,250 shares of common
stock equally $31,500 for the services rendered.
 
 During
the year ended December 31, 2004, the Company issued 14,250 shares of common
stock equally $11,250 for the services rendered.
 
 During
the year ended December 31, 2004, the Company issued 256,040 shares of common
stock for the liquidation of debt totaling $182,987.
 
 During
the three months ended March 31, 2005, the Company issued 455,000 shares of
common stock for: (i) the liquidation of any debt owed to The Baum Law Firm,
including amounts totaling $29,625; and (ii) TBLF's agreement to continue to
perform various services for the Company through July 31, 2005.
 
 
 
 ***NOTE
10. STOCKHOLDERS’ EQUITY***
 
 The
stockholders’ equity section of the Company contains the following classes of
capital stock as of March 31, 2005:
 
 ·
    Preferred
      stock, $ 0.001 par value: 10,000,000 shares authorized; none issued and
      outstanding.
 
 ·
    Common
      stock, $ 0.0001 par value: 100,000,000 shares authorized; 509,709 issued
      and outstanding.
 
 
 ***NOTE
11. LITIGATION***
 
 The
Company (Metaphor Corp.) is not currently involved in any litigation.
 
 During
the quarter ended June 30, 2003, Company Counsel, The Baum Law Firm, was able to
settle the EDD matter with the Sate of California. The original demand of the
claim was approximately $83,000. The claim was settled and approved by an
administrative law judge in consideration of $500 (Note 8). The corresponding
gain on settlement of debt of approximately $82,500 has been included in the
Consolidated Statement of Operations for the year ended December 31, 2003.
 
 During
the quarter ended June 30, 2003, the Company was served with a Complaint by
Damaged Goods, Inc. This matter was resolved in 2003 with zero payment to the
Plaintiff.
 
 
 ***NOTE
12. SUBSEQUENT EVENTS***
 
 1.
    On
      April 6, 2005, Metaphor Corporation entered into a mutual release and
      settlement agreement with A.P.U. Holdings, Inc., 4117 Investments, Ltd.,
      Grant Thornton Limited, Fasken Martineau DuMoulin, Davis & Co., Brian
      Child, Esq. and Mark L. Baum, Esq. This matter related to a stagnant
      lawsuit ("Lawsuit") filed by American Boardsports Corporation, a
      predecessor entity to Metaphor Corporation, on April 27, 2001. Under
      British Columbia law, the venue where the Lawsuit was filed, although the
      Lawsuit had not been active for many years, the defending party had the
      right to file a Notice of Intent to Proceed ("NOIP"), serve the NOIP upon
      the other parties to the Lawsuit, and bring resolution to their respective
      claim. Upon receipt of service of the NOIP, Mark L. Baum ("Baum") engaged
      in settlement discussions with Brian Child, Esq., an attorney with the
      firm of Davis & Co. of Vancouver, BC, Canada and counsel for A.P.U.
      Holdings, Inc., the party serving the NOIP. A USD $5,000 settlement was
      reached. Baum agreed to gift Metaphor Corporation $5,000.00 which was
      tendered to the signature parties to the mutual release and settlement
      agreement. The matter is now completely resolved by and among all parties
      to the Lawsuit.
 
 2.
    On
      April 7, 2005, Metaphor Corp., a Nevada corporation ("Metaphor"), entered
      into a Stock Purchase Agreement (the "Agreement") with 8 Holdings LLC, a
      Colorado limited liability company ("8 Holdings") and Mark L. Baum ("Mr.
      Baum"), pursuant to which 8 Holdings will acquire shares of Metaphor's
      common stock.
 
 Subject
      to the terms and conditions of the Agreement, including (a) that Metaphor
      acquires certain assets from an Asian company that they are currently
      in negotiations with, and (b) that Metaphor obtains from 8 Holdings
      the gross proceeds of an equity and/or convertible debt funding in an
      amount of at least $15,000,000, less certain costs and expenses, then 8
      Holdings will receive (i) a number of shares of Metaphor's common
      stock equal to 66.82% of Metaphor's outstanding common stock immediately
      after closing, and (ii) a number of shares of Metaphor's common stock
      equal to the difference between 30.68% of the number of shares of
      Metaphor's common stock outstanding immediately after the closing and the
      number of shares of Metaphor's common stock issued to the Asian company
      with which Metaphor is currently in negotiations  (the "Stock
      Purchase").
 
 Consummation
      of the Stock Purchase is subject to certain conditions, including
      (i) the absence of any law or order prohibiting the closing; and (ii)
      the accuracy of representations and warranties. The Agreement contains
      certain termination rights for both Metaphor and 8 Holdings. Metaphor is
      still in the process of providing 8 Holdings with certain due diligence
      information, and, if 8 Holdings is not satisfied with their review of the
      information, 8 Holdings may terminate the Agreement within ten business
      days after Metaphor provides them with that
information.
 
 Pursuant
      to the terms of the Agreement, Mr. Baum, Metaphor’s Chairman, President,
      Chief Executive Officer, Chief Financial Officer, and largest beneficial
      stockholder, is personally indemnifying 8 Holdings for Metaphor's
      outstanding liabilities at closing of the Stock Purchase, for breaches of
      certain representations and warranties of Metaphor that Mr. Baum
      had knowledge of, as well as those breaches of certain
      representations and warranties of Metaphor that occurred after January 15,
      2003.
 
 3.
    On
      May 12, 2005, Metaphor Corp., a Nevada corporation (“Metaphor”), entered a
      definitive sale and purchase agreement (the “Agreement”) with 8 Holdings
      LLC, a Colorado limited liability company, Hong Kong Huicong International
      Group Limited, a British Virgin Islands company (the “CMN Shareholder”),
      certain key members of management of CMN (“CMN Management”), and China
      Media Network International Inc., a British Virgin Islands company
      (“CMN”). Pursuant to the terms of the Agreement, the CMN Shareholder will
      transfer 100% of its equity ownership in CMN to Metaphor and Metaphor, in
      turn, will issue to the CMN Shareholder shares of common stock, par value
      $0.0001 (the “Metaphor Common Stock”), representing 28.68% of Metaphor’s
      Common Stock and shall make a payment in the amount of US$3,785,000 in
      cash to the CMN shareholder.
  7
  **ITEM
2.**  **MANAGEMENT'S
DISCUSSION AND ANALYSIS**
 
 As was
disclosed in a Form 8-K filed with the Commission on January 15, 2003 (SEC File
Number 000-13858), effective January 14, 2003, the Company ceased all existing
operations and Thomas N. Carter resigned as the Company’s CEO and Board
Chairman. Mr. Mark Baum ("Baum") was appointed as the Interim CEO &
Chairman.
 
 Mark L.
Baum has more than 10 years experience in creating, financing and growing
enterprises in a variety of industries. Mr. Baum has participated in various
capacities in numerous public spin-offs, venture fundings, private-to-public
mergers, and asset acquisitions and asset divestitures. Mr. Baum is a licensed
attorney in the State of California and the principal attorney for The Baum Law
Firm, P.C. Mr. Baum's law practice focuses on Securities Laws and related issues
for SmallCap and MicroCap publicly reporting companies.
 
 We are
currently not operating.
 
 We have
no employees.
 
 We own no
intellectual property of any kind.
 
 *Plan
of Operation*
 
 We
currently have no cash in the bank. Our expenses are almost exclusively related
to maintaining our status as a publicly trading and publicly reporting company.
With respect to these "public company costs," over the past two year, Baum has
loaned us various cash sums that have covered these public company costs. We
believe that going forward, for the balance of the calendar year 2005, as long
as Baum is affiliated with us, he will make sure that these costs are covered
and that we maintain our reporting and trading status.
 
 There are
currently no "off balance sheet arrangements" like those contemplated by Item
303(c) of Section 228 in Regulation SB.
 
 The
China Media Network Transaction
 
 On April
14, 2004, we filed a Form 8-K which notified our shareholders and the
marketplace that we had entered into a material agreement to complete a
transaction (the "Transaction") whereby in consideration of our issuance of a
number of our shares which equaled approximately 97.5% of the number of issued
and outstanding common shares after the closing of the Transaction, we would
acquire certain assets from an Asian company along with the gross proceeds of an
equity or debt financing which amounted to not less than USD $15,000,000.00.
 
 On May
24, 2005, we filed a Form 8-K which notified the marketplace that we had
executed an agreement to complete a reverse merger transaction with China Media
Networks. (See Note 3 (#3) for more information).
 
 **ITEM
3.**  **CONTROLS
AND PROCEDUES**
 
 Under the
supervision and with the participation of our management, currently consisting
of Mark L. Baum, we have evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by
this report, and based on their evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that these disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company’s periodic SEC
filings. There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
 
 Disclosure
controls and procedures are the controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
 
 There was
no change in the Company’s internal controls over financial reporting during the
Company’s most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
 
 We
currently do not have an audit committee, or a person serving on our Board of
Directors who would qualify as a financial expert.
 
 8
 **PART
II - OTHER INFORMATION**
 
 **ITEM
1.**  **LEGAL
PROCEEDINGS.**
 
 On April
6, 2005, Metaphor Corporation entered into a mutual release and settlement
agreement with A.P.U. Holdings, Inc., 4117 Investments, Ltd., Grant Thornton
Limited, Fasken Martineau DuMoulin, Davis & Co., Brian Child, Esq. and Mark
L. Baum, Esq. This matter related to a stagnant lawsuit ("Lawsuit") filed by
American Boardsports Corporation, a predecessor entity to Metaphor Corporation,
on April 27, 2001. Under British Columbia law, the venue where the Lawsuit was
filed, although the Lawsuit had not been active for many years, the defending
party had the right to file a Notice of Intent to Proceed ("NOIP"), serve the
NOIP upon the other parties to the Lawsuit, and bring resolution to their
respective claim. Upon receipt of service of the NOIP, Mark L. Baum ("Baum")
engaged in settlement discussions with Brian Child, Esq., an attorney with the
firm of Davis & Co. of Vancouver, BC, Canada and counsel for A.P.U.
Holdings, Inc., the party serving the NOIP. A USD $5,000 settlement was
immediately reached. Baum agreed to gift Metaphor Corporation $5,000.00 which
was tendered to the signature parties to the mutual release and settlement
agreement. The matter is now completely resolved by and among all parties to the
Lawsuit.
 
 **ITEM
2.**  **UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF** **PROCEEDS**
 
 In
December of 2004, the Company resolved to liquidate any debts owed to TBLF or
Baum in consideration of the following two stock issuances:
 
 ·
    On
      January 21, 2005, TBLF was issued 4,000,000 restricted common shares in
      consideration of the settlement of USD $29,625 in debt. Baum is the
      principal owner of TBLF.
 
 ·
    On
      March 3, 2005, TBLF was issued 295,000 restricted common shares in
      consideration of the settlement of any and all debts owed to TBLF and
      Baum, as well as Baum's agreement to continue to perform various services
      for the Company through July 31, 2005.
 
 Both of
the above issuances were made pursuant to Section 4(2) of the Securities Act of
1933.
 
 **Securities
Offered for Sale and Securities Purchased**
 
 None
  ****
  9
 ITEM 3.  **DEFAULTS
UPON SENIOR SECURITIES**   
 None.
 
 **ITEM
4.**  **SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None
 
 **ITEM
5.**  **OTHER
INFORMATION**
 
 None
 
 **ITEM
6.**  **EXHIBITS
AND REPORTS FILED ON FORM 8-K**
 
 A.  Exhibits
 
 Number
    Exhibits
      Name2.0
    Agreement
      between the Company and American Boardsports
      Company, Inc.**3.1
    Certificate
      and Articles of Incorporation*3.3
    Amendment
      to Articles of Incorporation***3.4
    Amendment
      to Articles of Incorporation***3.5
    Amendment
      to Articles of Incorporation****3.2
    Bylaws*10.2
    Asset
      Purchase Agreement between the Company and MaxPlanet
      Corp.*****10.3
    Agreement
      to Purchase Shares Between the Company and Suncrest Management Services,
      S.A.****10.4
    Definitive
      Information Statement on Schedule 14(c)#10.5
    Articles
      of Incorporation (for the State of Nevada)##10.6
    Bylaws
      (for the State of Nevada)##10.7
    Resignation
      Letter of Accountants###10.8
    Dent
      Conversion Agreement####10.9
    Amended
      Bylaws####11.0
    Second
      Amended Bylaws#####11.1
    Sale
      and Purchase Agreement with Metaphor Corp., 8 Holdings LLC, Hong Kong
      Huicong International Group Limited, certain key members of management of
      CMN and China Media Network International Inc.Ñ*
      Filed with the Securities and Exchange Commission in the Exhibits to
      Form 10-SB, filed in January 1995 and are incorporated by
      reference herein.**
      Filed with the Securities and Exchange Commission in the Exhibits to
      Form 8-K dated August 27, 2001, and incorporated herein by
      reference.***
      Filed with the Securities and Exchange Commission in the Exhibits to
      Form 10-KSB for the fiscal year ended December 31, 1998 and are
      incorporated herein by reference.****
      Filed with the Securities and Exchange Commission in the Exhibits to
      Form 8-K dated December 8, 2000, and incorporated herein by
      reference.*****
      Filed with the Securities and Exchange Commission in the Exhibits to
      Form 8-K dated October 31, 2000, and incorporated herein by
      reference.#Filed with the Commission on November 17, 2004, and incorporated herein by
      reference.##Filed
      with the Commission on December 14, 2004, and incorporated herein by
      reference.###Filed
      with the Commission on December 20, 2004, and incorporated herein by
      reference.####Filed
      with the Commission on February 3, 2005, and incorporated herein by
      reference.#####Filed
      with the Commission on February 3, 2005, and incorporated herein by
      reference.ÑFile
      with the Commission on May 24, 2005, and incorporated herein by
      reference.
 
 B.  Reports
on Form 8-K
 
 ·
    On
      October 17, 2000, we filed a report on Form 8-K, advising of the MPC
      asset acquisition and issuance of 3.5 million common shares in
      consideration therefore.
 ·
    On
      December 8, 2000, we filed a report on Form 8-K, advising of the
      sale of Polcorp and its wholly owned subsidiary, as well as the change in
      our management.
 ·
    On
      August 27, 2001, we filed a report on Form 8-K, advising of a
      merger agreement with American Boardsports Company, Inc.
 ·
    On
      February 25, 2002, we filed an amended report on Form 8-K/A, advising
      of a merger agreement with American Boardsports Company, Inc.
 ·
    On
      January 12, 2003, the registrant filed a Form 8-K (SEC File Number
      000-13858 and Film Number 03513556) that stated that as of January 12,
      2003, Thomas N. Carter had resigned all of his positions with the Company
      and that Mark L. Baum had accepted an appointment as Chairman of the Board
      of Directors, and that Mr. Baum would act as
  Interim-CEO.
 ·
    On
      March 20, 2003, the registrant filed a Form 8-K (SEC File Number 000-13858
      and Film Number 03610268) that stated the Company's new mailing address.
      The Form 8-K further warned that the Company was having difficultly in
      filing its Form 10K-SB and that it was in danger of being
      delisted.
 ·
    On
      April 2, 2003, the registrant filed a Form 8-K (SEC File Number 000-13858
      and Film Number 03635554) that updated shareholders and the marketplace on
      the settlement of approximately $2.85 million in debt with 28
      creditors.
 ·
    On
      May 13, 2003, the Registrant filed a Form 8-K (SEC File Number 000-13858
      and Film Number 03695943) updating the marketplace that effective May 5,
      2003, the auditor/client relationship between the Company and Matranga
      & Correia CPA ("Matranga") ceased. At that time, the Company and the
      Board of Directors approved of the engagement of the firm of Wong, Johnson
      & Associates ("Wong") of Temecula,
California.
 ·
    On
      December 14, 2004, the Company filed a Form 8-K updating the marketplace
      that it had entered into a material agreement (Item 1.01) in an effort to
      change the domicile of the Company from Delaware to Nevada. Additionally,
      within Item 9.01 (exhibits 3.1 and 3.2) of this Form 8-K, the Company
      attached the Company's new articles of incorporation and bylaws (for the
      State of Nevada).
 ·
    On
      December 20, 2004, the Registrant filed a Form 8-K updating the
      marketplace that effective December 15, 2004, the auditor/client
      relationship between the Company and Wong, Johnson & Associates of
      Temecula, California had ceased.
 ·
    On
      January 7, 2005, the Registrant filed a Form 8-K updating the marketplace
      that the Company's new transfer agent was Action Stock Transfer of Salt
      Lake City, Utah.
 ·
    On
      February 3, 2005, the Registrant filed a Form 8-K with the Commission,
      updating the marketplace that: (i) the Company had entered into an
      agreement with the Baum Law Firm to convert certain debts owed to TBLF in
      consideration of the issuance of common shares of stock; and that (ii) as
      of January 21, 2005, the Company bylaws had been amended and restated such
      that the board of directors was able to declare stock splits as set forth
      on the bylaws attached as exhibit 3.1 of this Form 8-K filing.
 ·
    On
      February 3, 2005, the Registrant filed a Form 8-K with the Commission,
      updating the marketplace that as of January 28, 2005, the Company bylaws
      had been amended and restated such that the board of directors was able to
      declare stock splits as set forth on the bylaws attached as exhibit 3.1 of
      this Form 8-K filing.
 ·
    On
      March 9, 2005, the Registrant filed a Form 8-K with the Commission
      updating the marketplace that on March 4, 2005, it had hired the firm of
      Armando C. Ibarra CPA as the Company's independent auditing
      firm.
 ·
    On
      April 14, 2005, the Registrant filed a Form 8-K with the Commission
      alerting the marketplace that we had entered into a material agreement
      whereby we were to acquire certain media properties along with $15,000,000
      in cash in consideration of the issuance of a number of shares such that
      the number of issued shares equaled approximately 97.5% of the then issued
      and outstanding common shares.
 ·
    On
      May 24, 2005, the Registrant filed a Form 8-K alerting the marketplace
      that we had executed a definitive agreement to make effective and complete
      a transaction involving China Media
Networks.
  10
  **METAPHOR
CORPORATION**
 
 
 **SIGNATURES** ****
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 **METAPHOR
      CORPORATION**
      (Registrant)Date:  May
      24,
      2005
    
    
    
    By:
    
    /s/
      Mark L. Baum, Esq.Mark
      L. Baum, Esq.*Chairman
      of the Board of Directors, CEO and CFO*(Principal
      Accounting Officer)
 
  11