Replies to post #132 on Mack's OTCBB Macro-trend Musings

[Mack]

Couldn't have phrased that any better myself Pat!

[aries4747]

MTPH Def14C should come this week.
Only 500K shares outstanding and Baum owns most of them. They filed the Pre 14C on 7/7.

Item 1: Amending the Company's Articles of Incorporation to Change the Name of the Company to: China Media Networks International, Inc."

As we reported in Note 12, Item 2 and 3 of the Form 10-QSB we filed with the SEC on May 25, 2005, on April 7, 2005, we entered into a Stock Purchase Agreement (the "Stock Purchase 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 Stock Purchase 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 certain representations and warranties. The Stock Purchase 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 Stock Purchase 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.

On May 12, 2005, we entered a definitive sale and purchase agreement (the “Definitive Agreement”) with 8 Holdings LLC, 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 Definitive 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.

Both the Stock Purchase Agreement and the Definitive Agreement do not require that we change the name of the Company at this time. However, certain shareholders and our Board of Directors believe that there is enough of a likelihood that the Definitive Agreement will close, such that it makes prudent business sense to effect the change of the Company's name now.