**SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10-QSB**
 
 (Mark
One)
 
 [ X
]  Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 For the quarterly
period ended September 30, 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**CHINA
      MEDIA NETWORKS INTERNATIONAL, INC.**
      (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
 
 **METAPHOR
CORPORATION**
 (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 September 30, 2005 there were 509,709
shares of the Company's common stock issued and outstanding.
 
 Transitional
Small Business Disclosure Format: Yes [ X ] No [ ].
 
 This Form
10-QSB consists of 20 Pages.
  **Page 1**
  TABLE OF
CONTENTS
 FORM
10-QSB
 QUARTERLY
REPORT
 _________________________
 
 METAPHOR
CORPORATION
 
 Section
    Heading
    PageIntroduction
    3Part
      I
    Financial
      InformationItem
      1
    Financial
      StatementsBalance
      Sheets (Unaudited)
      at
      September 30, 2005 and December 31, 2004
    4Statement
      of Operations (Unaudited)
      from
      January 1, 2005 to September 30, 2005, and the comparative period for
      Fiscal Year 2004
    5Statement
      of Cash Flows (Unaudited)
      from
      January 1, 2005 to September 30, 2005, and the comparative period for
      Fiscal Year 2004
    6Statement
      of Changes in Stockholders' Equity (Deficit)
      from
      December 31, 2002 through September 30, 2005
    7Notes
      to Financial Statements
    8-15Item
      2
    Management's
      Discussion and Analysis of Financial Condition
    16Item
      3
    Controls
      and Procedures
    16Part
      II
    Other
      InformationItem
      1
    Legal
      Proceedings
    17Item
      2
    Unregistered
      Sales of Equity Securities and Use of Proceeds
    17Item
      3
    Defaults
      Upon Senior Notes
    18Item
      4
    Submission
      of Matters of a Vote to Security Holders
    18Item
      5
    Other
      Information
    18Item
      6
    Exhibits
      and Reports on Form 8-K
    19Signatures
    20Sarbanes-Oxley
      Certifications
    Exhibits
 
  **2**
 **INTRODUCTORY
SUMMARY**
 
 During
the third calendar quarter and up to the date of the filing of this Form 10-QSB,
the Company had several significant developments.
 
 As the
third calendar quarter began, the Company continued to work with 8 Holdings LLC
in order to close the Chinese media company transaction which had been reported
over the past two quarters.
 
 The
Company filed preliminary and definitive information statements with the SEC in
order to amend the Company's articles of incorporation and change the name of
the Company from Metaphor Corporation to China Media Networks International,
Inc. This was accomplished on August 19, 2005, when the Secretary of State of
Nevada certified our name change. Soon thereafter, we were issued a new CUSIP
number (169433109) and we began trading under the stock symbol
CMNW.
 
 On August
1, 2005, after the initial date set for the closing of the Chinese media
transaction passed, we executed an amendment to the May 2005 Sale and Purchase
Agreement. This was reported in a Form 8K filed with the SEC on August 1, 2005.
The new closing date was mutually agreed to be September 30, 2005.
 
 As the
September 30, 2005 amended closing date approached, the Company and the
investors in a private placement of our common shares, which was discussed in
the Company's Form 10-QSB filed for the quarterly period ended June 30, 2005,
mutually agreed to terminate the private placement agreement. This action was
approved by our Board of Directors on September 25, 2005. Soon thereafter, all
securities issued in connection with the private placement were surrendered to
the Company and delivered to the Company transfer agent with an instruction to
cancel the same. On November 14, 2005, the Company received a communication from
its transfer agent confirming the cancellation of all securities related to the
private placement agreement. The termination of the private placement was
reported in a Form 8K filed with the SEC on November 16, 2005.
 
 During
the period ending September 30, 2005, the Company incurred costs related to
audit and accounting fees. As has been the case for the past three years, Mark
L. Baum personally provided the Company with capital in order to pay for these
costs.
 
 After the
end of the September 30, 2005 reporting period, the following pertinent
activities occurred:
 
 ·
    On
      November 21, 2005, the Company terminated the Sale and Purchase Agreement
      first executed in May of 2005 and amended in August of
    2005.
 
 ·
    On
      November 21, 2005, the Company terminated the Stock Purchase Agreement
      executed on April 7, 2005.
 
 The
termination of the Sale and Purchase Agreement and the Stock Purchase Agreement
(collectively, the "Agreements") effectively ended the Company's efforts to
consummate the transaction contemplated by the Agreements.
 
 Balance
Sheet Changes
 
 In August
of 2005, Mark L. Baum, our Chairman and CEO, paid Branfman & Associates, a
law firm, $1,650 in order to settle and secure the release of a judgment
Branfman & Associates held against the Company. Additionally, after
conducting a professional judgment search, two other debts (classified on our
balance sheet as Demand Notes) which the Company believed existed and which were
beyond the relevant statute of limitations were written off after no judgment
was found against the Company, including any of its previous names.
 
 Additionally,
we have written off an accounts payable debt of $21,759 which the Company
believes is now beyond the statute of limitations and is therefore not
collectable.
 
 There
remaining debt on our balance sheet is a convertible debenture which was due to
be paid in July of 2000. The Company believes that there is a 6 year statute of
limitations on the collectability of this debt.
 **3**
 CHINA
MEDIA NETWORKS INTERNATIONAL, INC.
 (formerly
Metaphor Corporation)
 Balance
Sheet at September 30, 2005 and December 31, 2004
 (See
Footnotes Below)
 ******Assets******
    
    
    **As
      of**
    
    
    **As
      of****September 30,**
    
    
    **December
      31,****2005**
    
    
    **2004****Current
      Assets**Cash
    
    $
    -
    
    $
    -**Total
      Current Assets**
    
    
    -
    
    
    -**TOTAL
      ASSETS**
    
    **$******
    ******-**
    
    **$******
    ******-****LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)****Current
      Liabilities**Accounts
      payable
    
    $
    -
    
    $
    31,759Demand
      notes
    
    
    -
    
    
    57,500Convertible
      debentures
    
    
    25,000
    
    
    25,000Loan
      payable - (a related party)
    
    
    -
    
    
    29,625**Total
      Current Liabilities**
    
    
    25,000
    
    
    143,884**TOTAL
      LIABILITIES**
    
    $
    25,000
    
    $
    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 September 30, 2005 and December 31, 2004,
respectively).
    
    
    51
    
    
    50Additional
      paid-in capital
    
    
    21,143,265
    
    
    21,107,041Deficit
      accumulated during development stage
    
    
    (21,168,316
    )
    
    (21,250,975
    )**Total
      Stockholders' Equity (Deficit)**
    
    
    (25,000.00
    )
    
    (143,884
    )**TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)******
    
    **$******
    -
    
    **$******
    ******-**
  **4**
  CHINA
MEDIA NETWORKS INTERNATIONAL, INC.
 (formerly
Metaphor Corporation)
 Statement
of Operations from January 1, 2005 to September 30, 2005,
 and the
comparative period for Fiscal Year 2004
 (See
Footnotes Below)
 **Nine
      Months**
    
    **Nine
      Months**
    
    **Three
      Months**
    
    **Three
      Months****Ended**
    
    **Ended**
    
    **Ended**
    
    **Ended****September
      30,**
    
    **September
      30,**
    
    **September
      30,**
    
    **September
      30,****2005**
    
    **2004**
    
    **2005**
    
    **2004****Revenue**Revenues
    $
    -
    $
    -
    $
    -
    $
    -**Total
      Revenues**
    
    -
    
    -
    
    -
    
    -**Operating
      Expenses**General
      & Administrative Expenses
    
    -
    
    23,353
    
    -
    
    23,353Professional
      consulting
    
    -
    
    44,850
    
    -
    
    43,000Office
      occupancy and supplies
    
    -
    
    -
    
    -
    
    -**Total
      General & Administrative Expenses**
    
    -
    
    68,203
    
    -
    
    66,353**Other
      Income & (Expenses)**Other
      income
    
    82,659
    
    -
    
    52,659
    
    -Interest
      expense
    
    -
    
    (225)
    
    -
    
    -Gain
      on extinguishment of debt
    
    -
    
    -
    
    -
    
    -**Total
      Other Income & (Expenses)**
    
    82,659
    
    (225)
    
    52,659
    
    -**Net
      Income (Loss)**
    $
    **82,659**
    $
    **(68,428)**
    $
    **52,659**
    $
    **(66,353)****Basic
      earnings (loss) per share**
    $
    0.16
    $
    (0.33)
    $
    0.10
    $
    (0.32)**Weighted
      average number of****common
      shares outstanding**
    
    509,492
    
    208,354
    
    509,709
    
    208,354
 
  **5**
  CHINA
MEDIA NETWORKS INTERNATIONAL, INC.
 (formerly
known as Metaphor Corporation)
 Statement
of Cash Flows from January 1, 2005 to September 30, 2005,
 and the
comparative period for Fiscal Year 2004
 (See
Footnotes Below)
 
 **Nine
      Months**
    
    **Nine
      Months**
    
    **Three
      Months**
    
    **Three
      Months****Ended**
    
    **Ended**
    
    **Ended**
    
    **Ended****September
      30,**
    
    **September
      30,**
    
    **September
      30,**
    
    **September
      30,****2005**
    
    **2004**
    
    **2005**
    
    **2004****CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      income (loss)
    $
    82,659
    $
    (68,428)
    $
    52,659
    $
    (66,353)Adjustments
      to reconcile net loss to net cashused
      in operating activities:Debt
      relief
    
    (29,625)
    
    -
    
    -
    
    -Issuance
      of common stock
    
    34,625
    
    -
    
    -
    
    -Issuance
      of stock for services
    
    -
    
    43,449
    
    -
    
    43,449Changes
      in operating assets and liabilities:Increase/(decrease)
      in accrued liabilities
    
    -
    
    -
    
    -
    
    (2,075)Increase/(decrease)
      in demand note
    
    (57,500)
    
    
    
    (32,500)Increase/(decrease)
      in accounts payable
    
    (31,759)
    
    24,979
    
    (21,759)
    
    24,979***Net
      cash provided by (used in) operating
    activities***
    
    **(1,600)**
    
    **-**
    
    **(1,600)**
    
    **-****CASH
      FLOWS FROM INVESTING ACTIVITIES*****Net
      cash provided by (used in) investing
    activities***
    
    **-**
    
    **-**
    
    **-**
    
    **-******
    
    ****
    
    ****
    
    ******CASH
      FLOWS FROM FINANCING ACTIVITIES**Proceeds
      from contributed capital
    
    1,600
    
    -
    
    1,600
    
    -***Net
      cash provided by (used in) financing
    activities***
    
    **1,600**
    
    **-**
    
    **1,600**
    
    **-*****Net
      increase (decrease) in cash***
    
    **-**
    
    **-**
    
    **-**
    
    **-*****Cash
      at beginning of period***
    
    **-**
    
    **-**
    
    **-**
    
    **-*****Cash
      at end of period***
    $
    **-**
    $
    **-**
    $
    **-**
    $
    **-**SUPPLEMENTAL
      DISCLOSURESInterest
      paid
    $
    **-**
    $
    225
    $
    **-**
    $
    -Income
      taxes paid
    $
    **-**
    $
    **-**
    $
    **-**
    $
    **-**SUPPLEMENTAL
      DISCLOSURES OF NONCASH TRANSACTIONSStock
      issued for debt
    $
    -
    $
    188,212
    $
    -
    $
    188,212Stock
      issued for services
    $
    -
    $
    45,200
    $
    -
    $
    45,200Stock
      issued round lot reverse split
    $
    34,625
    $
    **-**
    $
    **-**
    $
    -
  **6**
  CHINA
MEDIA NETWORKS INTERNATIONAL, INC.
 (formerly
Metaphor Corporation)
 Statement
of Changes in Stockholders' Equity (Deficit)
 From
December 31, 2001 through September 30, 2005
 
  **Deficit****Accumulated****Common**
    
    **Common**
    
    **Additional**
    
    **During**
    
    **Total****Stock**
    
    **Stock**
    
    **Paid-in**
    
    **Development****Amount**
    
    **Capital**
    
    **Stage**Balance
      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**
    **87,657**
    ****
    **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 reserve split
    9,815
    
    1
    
    34,624
    
    
    
    34,625Capital
      contribution
    
    
    
    
    1,600
    
    
    
    1,600Net
      lncome, September 30, 2005
    
    
    
    
    
    
    82,659
    
    82,659******Balance,
      September 30, 2005**
    **509,709**
    
    **$
      51**
    
    **$
      21,143,265**
    
    **$
      (21,168,316)**
    
    **$
      (25,000)**
   **7**
  **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, w akeboards,
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.
 
 **8**
  ***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.
 
 
 **9**
 
 ***NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)***
 
 **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.
 
 
 **10**
  ***NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)***
 
 **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.
 
 
 **11**
 
 ***NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)***
 
 **New
Accounting Pronouncements**
 
 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, the Company has incurred a recurring
loss of $21,168,316 from inception through September 30, 2005. As of that date,
the Company’s current liabilities exceeded its current assets by $25,000. These
factors create uncertainty about the Company’s ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on their ability to obtaining adequate capital funding. The 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 September 30, 2005**Deferred
      tax assets:Net
      operating tax carryforwards
    $
      7,408,911Other
    -0-Gross
      deferred tax assets
    7,408,911Valuation
      allowance
    (7,408,911)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.
 
  **12**
  ***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 (nine months)
    
    82,659Net
      Operating Loss
    
    $
      (21,168,316)
 
 As of
September 30, 2005, the Company has a net operating loss carryforwards of
approximately $21,168,316. 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
September 30, 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
 
 On
January 21, 2005, the Company issued 9,815 shares of common stock to satisfy a
debt to a shareholder in the amount of $34,625.
 
 
 **13**
  ***NOTE
7. RELATED PARTY TRANSACTIONS (CONTINUED)***
 
 Legal
Services
 
 The Baum
Law Firm ("TBLF") has been engaged to consult for the Company. As of December
31, 2004, TBLF had spent approximately 750 hours of billable time (at US $275.00
per hour) engaging in efforts to liquidate assets of the Company, and to settle
lawsuits and various Company obligations. On April 29, 2004, January 21, 2005,
and March 1, 2005, TBLF converted its obligations into common shares of the
Company.
 
 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 September 30, 2005, no options have been
granted.
 
 
 **14**
 
 ***NOTE
8. STOCK COMPENSATION PLANS (CONTINUED)***
 
 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 September 30, 2005, 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 September 30, 2005, 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 September 30, 2005, no
classes of Preferred Stock were declared, issued or outstanding.
  ***NOTE
9. COMMON STOCK (CONTINUED)***
 
 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 six months ended June 30, 2005, the Company issued 9,815 shares of common
stock for the round lot reserve split totaling $34,625.
 
 ******
 ***NOTE
10. STOCKHOLDERS’ EQUITY***
 
 The
stockholders’ equity section of the Company contains the following classes of
capital stock as of September 30, 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.
 **15**
  **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 CEO &
Chairman.
 
 Mark L.
Baum has more than 12 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 and gifted 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).
 
 **On
November 21, 2005, we terminated all agreements related to the Transaction. The
termination of the Transaction was reported in a Form 8K filed with the SEC on
November 21, 2005.**
 
 **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.
 
 **16**
 **PART
II - OTHER INFORMATION**
 
 **ITEM
1.**  **LEGAL
PROCEEDINGS.**
 
 None.
 
 **ITEM
2.**  **UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF** **PROCEEDS**
 
 In August
of 2005, the Company entered into a private placement agreement for USD $450,000
of our common stock (the "August 2005 Private Placement") to certain accredited
investors for $2.50 per share. Additionally, those accredited investors that
purchased common stock in the August 2005 Private Placement were to receive a
warrant (the "August 2005 Warrants") granting them the right, for one year, to
purchase an additional 20% of the number of common shares they purchased at an
exercise price of $3.50 per share. The August 2005 Private Placement would have
resulted in the issuance of 180,000 of our restricted common shares, and if the
above referred to August 2005 Warrants were exercised, up to an additional
36,000 common shares. The money derived from the August 2005 Private Placement
was to be used for general corporate purposes, specifically costs related to the
China Media International, Inc. transaction.
 
 On
September 25, 2005, the Company and the investors in the August 2005 Private
Placement mutually agreed to terminate the private placement transaction. Soon
thereafter, all securities issued in connection with the private placement were
surrendered to the Company and delivered to the Company transfer agent with an
instruction to cancel the same. On November 14, 2005, the Company received a
communication from its transfer agent confirming the cancellation of all
securities related to the private placement agreement. The termination of the
private placement was reported in a Form 8K filed with the SEC on November 16,
2005.
  **17**
  **ITEM
3.**  **DEFAULTS
UPON SENIOR SECURITIES**
 
 None.
 
 **ITEM
4.**  **SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 On July
7, 2005, the Company filed a Form 14(c) Preliminary Information Statement with
the SEC. On July 22, 2005, the Company filed a Form 14(c) Definitive Information
Statement (the "Information Statement"). The Information Statement related to
one change to the Company's Articles of Incorporation: changing the name of the
Company to China Media Networks International, Inc. from Metaphor
Corporation.
 
 **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.Ñ12.1
    Stock
      Purchase Agreement executed by and between Metaphor Corporation, Mark L.
      Baum and 8 Holdings LLCÑÑ12.2
    Amendment
      to Sale and Purchase AgreementÑÑÑ12.3
    Termination
      of the Sale and Purchase Agreementx12.4
    Termination
      of the Stock Purchase Agreementxx*
      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 August 19, 2005, and incorporated
      herein by reference.ÑÑFiled as Exhibit 12.1 to the Form 10-QSB for the period ended June 30,
      2005.ÑÑÑFiled as Exhibit 10.10 to a Form 8-K on August 1, 2005.xFiled
      as Exhibit 1.0 to a Form 8-K on November 21, 2005.xxFiled
      as Exhibit 1.1 to a Form 8-K on November 21,
2005.
 
 **18**
 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.
 ·
    On
      August 1, 2005, the Registrant filed a Form 8-K which contained an amended
      version of the Sale and Purchase Agreement that relates to the transaction
      with China Media Networks.
 ·
    On
      August 19, 2005, the Registrant filed a Form 8-K which included a copy of
      the Sale and Purchase Agreement related to the Chinese media company
      transaction.
 ·
    On
      August 22, 2005, the Registrant filed a Form 8-K which notified the
      marketplace that the Company had changed its name and had secured a new
      CUSIP number.
 ·
    November
      16, 2005, the Registrant filed a Form 8-K which terminated a private
      placement agreement between the Company and investors who had previously
      agreed to purchase $450,000 of the Company's common shares, along with
      certain warrants previously described in the Company's SEC
      filings.
 ·
    On
      November 21, 2005, the Registrant filed a Form 8-K which terminated all
      agreements related to the Chinese media company
    transaction.
 
 
 **19**
 **CHINA
MEDIA NETWORKS INTERNATIONAL, INC.**
 
 
 **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:  November 21,2005
    
    
    
    By:
    
    /s/
      Mark L. Baum, Esq.Mark
      L. Baum, Esq.Chairman
      of the Board of Directors, CEO and CFO(Principal
      Accounting Officer)