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	Page
Part I	Financial Information
Item 1	Financial Statements
	Balance Sheets (Unaudited) at March 31, 2005 and December 31, 2004	3
	Statement of Operations (Unaudited) from January 1, 2005 to March 31, 2005, and the comparative period for Fiscal Year 2004	4
	Statement of Cash Flows (Unaudited) from January 1, 2005 to March 31, 2005, and the comparative period for Fiscal Year 2004	5
	Statement of Changes in Stockholders' Equity (Deficit) from December 31, 2002 through March 31, 2005	6
	Notes to Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition	8
Item 3	Controls and Procedures	8
Part II	Other Information
Item 1	Legal Proceedings	9
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3	Defaults Upon Senior Notes	10
Item 4	Submission of Matters of a Vote to Security Holders	10
Item 5	Other Information	10
Item 6	Exhibits and Reports on Form 8-K	10
	Signatures	11
	Sarbanes-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		$	31,759
Accrued liabilities		-			-
Demand notes		32,500			57,500
Convertible debentures		25,000			25,000
Loan payable - (a related party)		-			29,625
Total Current Liabilities		79,259			143,884
TOTAL LIABILITIES	$	79,259		$	143,884
Stockholders' Equity (Deficit)
Preferred stock, ($.001 par value, 10,000,000
shares authorized; none issued and outstanding.)		-			-
Common stock, ($.0001 par value, 100,000,000 shares
authorized; 509,709 and 499,894 shares issued and outstanding
as of March 31, 2005 and December 31, 2004, respectively).		51			50
Additional paid-in capital		21,141,665			21,107,041
Deficit 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		-		1,850
Office 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 cash
used 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		-			2,075
Increase/(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 DISCLOSURES
Interest paid	$	-		$	225
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NONCASH TRANSACTIONS
Stock 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

	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						75,000
Stock adjustment	425				(6	)					(6	)
Stock issuance for debt	11,085		1		1,439,346						1,439,347
Stock issued for expenses	38,555		4		2,620,704						2,620,708
Net 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						1,898,964
Stock issued for expenses	57,500		6		11,494						11,500
Net 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, 2004
for services valued at $0.01 per share	21,250		2		31,498						31,500
Stock issued on April 29, 2004
for services valued at $0.01	14,250		1		11,249						11,250
Stock issued on April 29, 2004
for debt settlement	256,040		26		182,961						182,987
Net 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, 2005
for the round lot reverse split	9,815		1		34,624						34,625
Net Income, March 31, 2005								30,000			30,000
Balance, 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	$ 7,427,341
Other	-0-
Gross deferred tax assets	7,427,341
Valuation 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)		20,000
Net 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 Name
2.0	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