METAPHOR CORPORATION DISCLOSURE SCHEDULE
METAPHOR
CORPORATION
The
following disclosure schedules (the “Schedules”) are provided in connection with
the Sale and Purchase Agreement, dated as of May 12, 2005 (the “Agreement”), by
and among Metaphor Corporation, a Nevada corporation (the “Acquiror”), 8
Holdings LLC, a Colorado limited liability company (“8 Holdings”), Hong Kong
Huicong International Group Limited, a British Virgin Islands company (the
“Shareholder”), each of Xx Xxxx, Xx Xxxxxxxxxx, Xxxx Xxxxx and Xxxx Xx Xxxx
(collectively, “CMN Management”) and China Media Network International Inc., a
British Virgin Islands company (the “Company”). Capitalized terms used but not
defined herein shall have the respective meaning ascribed to such terms in the
Agreement.
The
Schedules are qualified in their entirety by reference to Section 6 of the
Agreement. The Schedules may include items or information which the Acquiror is
not required to disclose under the Agreement and disclosure of such items or
information shall not affect the interpretation of the Agreement or the scope of
the disclosure obligations thereunder. Inclusion of information herein shall not
be construed as an admission that such information is material to the business,
financial position or results of operation of the Acquiror.
Every
matter, document or item referred to or described in any part of the Schedules
shall be deemed to be disclosed for all purposes and under each category or part
of these Schedules to which such matter, document or item is
relevant.
Section
6.2.3
None.
Section
6.2.4
None.
Section
6.3
There are
no outstanding contracts or commitments relating to the issuance, sale or
transfer of Acquiror Common Stock, other than contracts to be entered into for
the sale and purchase of shares of Acquiror Common Stock in connection with the
financing to be consummated by the Acquiror prior to Closing, and the shares to
be issued to the Acquiror Stockholder prior to Closing, pursuant to that certain
Stock Purchase Agreement, dated as of April 7, 2005, by the Acquiror
Stockholder, the Acquiror and Xxxx X. Xxxx, an individual (“Xx. Xxxx”).
Accordingly, as of Closing, the number of shares of Acquiror Common Stock that
will be issued and outstanding will be in excess of 509,705 shares.
Section
6.5
None.
Section
6.7
| 1. |
1998,
US and California Income and Tax Returns |
| 2. |
1999,US
and California Income and Tax Returns |
The
Acquiror believes that it did file California and Federal Income and Tax returns
for calendar years 2000 and 2001; however, it does not possess copies of these
returns.
The
Acquiror has not filed Federal or State tax returns for the calendar years 2002,
2003 and 3004. The Acquiror is the process of making such filings with the state
and federal authorities. During the subject periods, there was no operational
activity within the company.
Section
6.10
| 1. |
2004
Stock Incentive Plan. |
| 2. |
2003
Stock Incentive Plan, as amended. |
| 3. |
2002
Professionals Stock Compensation Plan. |
| 4. |
2001-2002
Consultants Stock Option Plan. |
All of
the 6.10 disclosure documents are on file with the US SEC.
Section
6.11
None.
Section
6.14
Changes
made to the Acquiror’s Common Stock capital subsequent to the end of calendar
year 2004 were disclosed in Form 8-K's filed with the US Securities and Exchange
Commission ("SEC") on January 7, 2005, February 3, 2005 and March 10, 2005.
Additional related disclosures were made with the SEC in a Form 10-KSB on March
11, 2005 and an amended Form 10-KSB filed with the SEC on March 15,
2005.
On April
6, 2005, the Acquiror entered into a mutual release and settlement agreement
with A.P.U. Holdings, Inc., 4117 Investments, Ltd., Xxxxx Xxxxxxxx Limited,
Fasken Xxxxxxxxx DuMoulin, Davis & Co., Xxxxx Xxxxx, Esq. and Xxxx X. Xxxx,
Esq. This matter related to a stagnant lawsuit ("Lawsuit") filed by American
Boardsports Corporation, a predecessor entity to the Acquiror, 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, Xxxx X. Xxxx ("Xxxx") engaged in
settlement discussions with Xxxxx Xxxxx, Esq., an attorney with the firm of
Xxxxx & 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.
Xxxx agreed to gift the Acquiror $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.
On April
7, 2005, the Acquiror executed a Specific Power of Attorney with Xxxxxx Xxxxxxx
of Sausalito, California.
Section
6.15.1(a)
| 1. |
Mutual
Release and Settlement Agreement dated April 6, 2005 by and among the
Acquiror, A.P.U. Holdings, Inc., 4117 Investments, Ltd., Xxxxx Xxxxxxxx
Limited, Fasken Xxxxxxxxx DuMoulin, Davis & Co., Xxxxx Xxxxx, Esq.,
and Xxxx X. Xxxx, Esq. |
| 2. |
Release
and Settlement Agreement dated January 21, 2005 by and between the Company
and The Xxxx Law Firm, PC. |
| 3. |
Release
and Settlement Agreement dated March 2, 2005 by and between the Company
and The Xxxx Law Firm PC. |
| 4. |
Specific
Power of Attorney to Xxxxxx Xxxxxxx dated April 7,
2005. |
Section
6.15.1(b)
None.
Section
6.15.1(c)
None.
Section
6.15(d)
Please
see chart below. It is Xxxxxxxx’s intent to attempt to negotiate compromises and
settlements with any and all parties the Acquiror has identified as a rightful
claimant or debtholder.
METAPHOR
CORPORATION DEBTS AS OF APRIL 14, 2005: $79,256
Accounts
Payable: $21,759
|
Debt
Holder |
Amount
of Debt |
|
Xxxxxx
Xxxxxx |
$21,759 |
Demand
Loans: $32,500
|
Debt
Holder |
Amount
of Debt |
|
Branfman
& Associates |
$2,000 |
|
Northern
Trust Bank |
$25,452 |
|
Express
One |
$5,048 |
Convertible
Debentures: $25,000
|
Debt
Holder |
Amount
of Debt |
|
Xxxxx
|
$25,000 |
Section
6.17.
None.
