UNITED STATES

FORM 10-QSB

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002                             
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | OR                                                                                                                                                                    
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ______________________.

Commission file number 000-28345

China Broadband Corp.



|NEVADA(Jurisdiction of incorporation) |  | 72-1381282(I.R.S. Employer Identification No.)
|------------------------------------- |  | ----------------------------------------------

1002, Building C, Huiyuan Apartment,Asia Game Village, Beijing, China 100101

86-10-6499-1255(Issuer's telephone number)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Ö No

The number of outstanding common shares, with $0.001 par value, of the registrant at September 30, 2002, and November 12, 2002, was 22,513, 801.

Transitional Small Business Disclosure Format (check one): Yes  No Ö

China Broadband Corp.

INDEX TO THE FORM 10-QSBFor the quarterly period ended September 30, 2002



|        |                       |                                                                                       | PAGE
|------- | --------------------- | ------------------------------------------------------------------------------------- | ----
|        |                       |                                                                                       |     
|PART I  | FINANCIAL INFORMATION | 3                                                                                    
|        | ITEM 1.               | FINANCIAL STATEMENTS                                                                  | 3   
|        |                       | China Broadband Corp.                                                                 | 3   
|        |                       | Condensed Consolidated Balance Sheet                                                  | 3   
|        |                       | Condensed Consolidated Statement of Operations and Deficit                            | 4   
|        |                       | Condensed Consolidated Statement of Stockholders' Equity                              | 5   
|        |                       | Condensed Consolidated Statement of Cash Flows                                        | 7   
|        |                       | Notes to the Condensed Consolidated Financial Statements                              | 9   
|        | Item 2.               | Management's Discussion and Analysis of FINANCIAL CONDITION AND Results of Operations | 12  
|        | iTEM 3.               | CONTROLS AND PROCEDURES                                                               | 16  
|Part II | Other Information     | 17                                                                                   
|        | Item 1.               | Legal Proceedings                                                                     | 17  
|        | Item 2.               | Changes in Securities                                                                 | 17  
|        | Item 3.               | Defaults Upon Senior Securities                                                       | 17  
|        | Item 4.               | Submission of Matters to a Vote of Security Holders                                   | 17  
|        | Item 5.               | Other Information                                                                     | 17  
|        | Item 6.               | Exhibits and Reports on Form 8-K                                                      | 17  
|        |                       | Signatures                                                                            | 21  
|        |                       | CERTIFICATIONS                                                                        | 21  

2

PART I

ITEM 1. FINANCIAL STATEMENTS

|China Broadband Corp.                 
|--------------------------------------
|(a Development Stage Enterprise)      
|Consolidated Balance Sheet (unaudited)
|(Expressed in United States Dollars)  
|                                      
|                                      
|ASSETS                                
|CURRENT                               
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|Capital Assets                        
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|Intangible assets                     
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|LIABILITIES                           
|CURRENT                               
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|SHAREHOLDERS' EQUITY                  
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The accompanying notes are an integral part of this consolidated financial statement.

3

|China Broadband Corp.                                                
|---------------------------------------------------------------------
|(a Development Stage Enterprise)                                     
|Condensed Consolidated Statements of Operations & Deficit (Unaudited)
|Expressed in United States Dollars                                   
|                                                                     
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|REVENUE                                                              
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|GENERAL AND ADMINISTRATIVE                                           
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|AMORTIZATION                                                         
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|IMPAIRMENT OF ASSETS                                                 
|                                                                     
|LOSS IN BIG SKY                                                      
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|LOSS IN SHEKOU                                                       
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|LOSS IN CHENGDU                                                      
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|INTEREST INCOME                                                      
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|INCOME (LOSS) BEFORE                                                 
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|EXTRAORDINARY ITEM                                                   
|NET LOSS                                                             
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|DEFICIT, BEGINNING OF PERIOD                                         
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|DEFICIT, END OF PERIOD                                               
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|LOSS PER SHARE BEFORE                                                
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|LOSS PER SHARE                                                       
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|SHARES USED IN COMPUTATION                                           
|                                                                     

The accompanying notes are an integral part of this consolidated financial statement.

4

|CHINA BROADBAND CORP.(a Development Stage Enterprise)Condensed Consolidated Statements of Stockholders' Equity (unaudited)(Expressed in United States Dollars)
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|Balance,                                                                                                                                                      
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|Issue of common stock                                                                                                                                         
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|Stock issued pursuant to                                                                                                                                      
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|Stock issued pursuant to                                                                                                                                      
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|Stock issued pursuant to                                                                                                                                      
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|Acquisition of the shares                                                                                                                                     
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|Issuance of warrants                                                                                                                                          
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|Non-cash compensation                                                                                                                                         
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|Deferred compensation                                                                                                                                         
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|Amortization of deferred                                                                                                                                      
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|Net loss                                                                                                                                                      
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|Balance,                                                                                                                                                      
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|Deferred compensation                                                                                                                                         
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|Issuance of warrants                                                                                                                                          
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|Amortization of deferred                                                                                                                                      
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|Net loss                                                                                                                                                      
|Extraordinary Gain                                                                                                                                            
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|Balance,                                                                                                                                                      
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|Amortization of deferred                                                                                                                                      
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|Deferred compensation                                                                                                                                         
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|Alternative                                                                                                                                                   
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|Issuance of common                                                                                                                                            
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|Stock issued pursuant to                                                                                                                                      
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|Net loss                                                                                                                                                      
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|Balance,                                                                                                                                                      
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The accompanying notes are an integral part of this consolidated financial statement.

5 and 6

|China Broadband Corp.                                      
|-----------------------------------------------------------
|(a Development Stage Enterprise)                           
|Condensed Consolidated Statements of Cash Flows (Unaudited)
|Expressed in United States Dollars                         
|                                                           
|                                                           
|                                                           
|                                                           
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|CASH FLOWS RELATED                                         
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|OPERATIONS                                                 
|Net loss                                                   
|Adjustment for:                                            
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|Changes in operating assets and liabilities                
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|FINANCING                                                  
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|INVESTING                                                  
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|NET DECREASE(INCREASE)                                     
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|CASH AND CASH EQUIVALENTS,                                 
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|CASH AND CASH EQUIVALENTS,                                 
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|SUPPLEMENTAL CASH FLOW                                     
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|                                                           

The accompanying notes are an integral part of this consolidated financial statement.

7 and 8

|CHINA BROADBAND CORP.	(a Development Stage Enterprise) Notes to the Condensed Consolidated Financial Statements(Expressed in United States Dollars) | 
|--------------------------------------------------------------------------------------------------------------------------------------------------- | 

1.	BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been prepared by the Company without audit in accordance with generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements and the notes thereto should be read in conjunction with the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The results of operations for the interim period ended September 30, 2002, are not necessarily indicative of the results to be expected for the full year.

2.	PROPERTY AND EQUIPMENT

Property and equipment consist of:



|                               | September 30, 2002 |  | December 31, 2001
|------------------------------ | ------------------ |  | -----------------
|                               | $                  |  | $                
|                               |                    |  |                  
|Furniture and fixtures         | 163,361            |  | 162,504          
|Computer hardware and software | 441,107            |  | 307,238          
|Leasehold improvements         | 59,036             |  | 59,036           
|Wireless project               | 26,818             |  | -                
|Other projects                 | 24,000             |  | -                
|                               | 714,323            |  | 528,778          
|Accumulated amortization       | (208,534)          |  | (131,963)        
|                               | 505,788            |  | 396,815          

3.	INVESTMENT IN JOINT VENTURES

Big Sky Network Canada Ltd., a wholly owned subsidiary of China Broadband Corp., participates in both the Shekou joint venture and the Chengdu joint venture. The Company's 50% interest in the Shekou joint venture was sold on September 13, 2002. The total investment in the Chengdu joint venture was written off in 2001.

The Chengdu joint venture is accounted for on an equity basis. The loss in Chengdu joint venture, $37,472 for the three months ended September 30, 2002 and $122,033 for the nine months ended September 30, 2002, has not been recognized into income as a result of the write down of the entire investment in Chengdu joint venture in 2001.

On September 13, 2002, China Broadband Corp.'s wholly-owned subsidiary, Big Sky Network Canada Ltd. ("Big Sky Network"), sold its 50% interest in Shenzhen China Merchants Big Sky Network Canada Ltd., ("Shekou joint venture"), its joint venture operation in Shekou, Peoples Republic of China. Winsco International Limited, ("Winsco"), a British Virgin Islands company, agreed to pay an aggregate amount of US$2,280,000 in a series of payments commencing five business days after signing and in stages linked to approvals of Chinese government agencies required to complete the transaction. As of October 28, 2002, the Company has received initial payments of $228,000 and $684,000. Additional payments of $684,000, $570,000 and $114,000 are due upon satisfaction of the above condition. The Company believes that, should all government approvals be received, that final payment would be received prior to the end of the first quarter of 2003. Net proceeds to the Company, after agent's fees and professional fees, will be approximately US$2,040,000.

9

The Company's share of the loss in Shekou joint venture for the three months ended September 30, 2002 is $26,324, and $123,504 for the nine months ended September 30, 2002. The equity loss is recorded to September 13, 2002. The disposal of the Company's interest in the Shekou joint venture resulted in a gain of $56,586. At the time of the sale, the Company's investment in Shekou joint venture was approximately $1,980,000.

4.	SHARE CAPITAL

On April 3, 2002, the Company closed the first tranche of a private placement financing for 2,997,160 shares, priced at $0.25 per share, raising a total of $749,290. Share issue costs were $101,929. Issued and outstanding shares total 22,513, 801 after this tranche. The Company has authorized the Agent to raise up to $2,000,000 in total at the issue price of $0.25 per share, including the amount of the first tranche. The Company does not expect further share issuances under this financing arrangement until the Company's share price is at or above the issue price.

5.	STOCK OPTION PLAN

Under the Stock Option Plan, the Company has reserved 8,000,000 common shares for issuance under options granted to eligible persons. As at September 30, 2002, 6,960,000 have been granted with 1,040,000 available for granting.

Under the Plan, options to purchase common shares may be granted to employees, directors and certain consultants at prices not less than the fair market value at date of grant for incentive stock options and not less than 110% of fair market value for incentive stock options where the employee who, at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company. These options expire three to five years from the date of grant and may be fully exercisable immediately, or may be exercisable according to a schedule or conditions specified by the Board of Directors.

On October 21, 2002, several officers, directors and consultants returned for cancellation option agreements representing options to acquire 5,235,000 common shares at prices ranging between $0.25 and $1.00 per share. These options were reissued that same date, and priced above the fair market value on the date of grant with an exercise price of $0.05. One-third of the options vested immediately upon issuance with one-third vesting one year from the date of grant and the last one-third vesting two years from the date of grant. All unexercised options expire on October 21, 2007.

Option activity under the Plan is as follows:



|                                    |  | 2002             
|----------------------------------- |  | -----------------
|                                    |  | Number of Options
|                                    |  |                  
|Opening Balance - December 31, 2001 |  | 6,618,333        
|                                    |  |                  
|Granted                             |  | 3,375,000        
|Expired                             |  | (833,333)        
|Forfeited                           |  | (2,200,000)      
|                                    |  |                  
|Closing Balance, September 30, 2002 |  | 6,960,000        
|                                    |  |                  
|Options available for granting      |  | 1,040,000        
|                                    |  |                  
|Option Plan Total                   |  | 8,000,000        

10

Additional information regarding options outstanding as of September 30, 2002 is as follows:



|Options Outstanding and Exercisable
|-----------------------------------
|Range ofExercise Prices            
|                                   
|$1.00                              
|$0.82                              
|$0.50                              
|$0.25                              
|$0.05                              
|                                   

For the three months ended September 30, 2002, $103,864 compensation expense has been recognized (2001 - $77,763) in the consolidated financial statements for non-employee stock option grants. For the nine months ended September 30, 2002, $277,764 compensation expense has been recognized (2001 - $215,786). No amounts have been recognized for stock-based employee compensation awards.

6.	ALTERNATIVE COMPENSATION PLAN

On March 22, 2002 our Board of Directors approved the Alternative Compensation Plan to provide opportunities for officers, directors, employees and contractors to receive all or a portion of their compensation in the form of common shares instead of cash. The Alternative Compensation Plan was approved by shareholders at our Annual Shareholders Meeting on June 14, 2002. In the first nine months of 2002, 2,000,000 common shares recorded at $163,463 have been accrued for issue under the Alternative Compensation Plan. The Plan allowed for maximum compensation of 2,000,000 shares, and this maximum was reached in the third quarter of 2002.

7.	NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 142, " Goodwill and Other Intangible Assets", which supercedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 eliminates the requirement to amortize goodwill and indefinite-lived intangible assets, extends the allowable useful lives of certain intangible assets, and requires impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and other intangible assets arising from transactions completed both before and after its effective date. The provisions of SFAS No. 142 are required to be applied starting with fiscal years beginning after December 15, 2001. The Company has prospectively adopted this recommendation effective January 1, 2002. Goodwill has been evaluated for impairment at January 1, 2002 and no provision was required. Goodwill amortization which would have been recorded for the nine month period ended September 30, 2002 was $128,571 and for the three month period ended September 30, 2002, was $42,857.

On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or disposal of Long-Lived Assets", which supercedes SFAS No. 121, " Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business (as previously defined in that APB Opinion). SFAS No. 144 establishes a single accounting, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale. Adoption of SFAS No. 144 did not have a material effect on the Company's consolidated financial statements.

11

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

FORWARD-LOOKING STATEMENTS

Included in this report are various forward-looking statements, which can be identified by the use of forward looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue," "believe" or other similar words. We have made forward-looking statements with respect to the following, among others: our goals and strategies; our expectations related to growth of the Internet in China and the performance of our joint ventures; our joint venture partners' ability to obtain licenses and permits to operate as Internet service providers in China; our ability to earn sufficient revenues from our joint ventures; the importance and expected growth of Internet technology and the demand for Internet services in China; our ability to continue as a going concern; and our future revenue performance and our future results of operations. These statements are forward-looking and reflect our current expectations. They are subject to a number of risks and uncertainties, including but not limited to, changes in the economic and political environments in China, economic and political uncertainties affecting the capital markets, changes in technology, changes in the Internet marketplace in China, competitive factors and other risks described in our annual report on Form 10-KSB which has been filed with the United States Securities and Exchange Commission. In light of the many risks and uncertainties surrounding China Broadband, China and the Internet marketplace, you should keep in mind that we cannot guarantee that the forward-looking statements described in this report will transpire and you should not place undue reliance on forward looking statements.

The following selected financial data is qualified in its entirety by reference to, and you should read them in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes to such consolidated financial statements included in this prospectus. We have derived the statements of operations data and the information as at and for the nine month period ended September 30, 2002 and 2001 from our audited consolidated financial statements for the period ended September 30, 2002 and for the period from incorporation (February 1, 2000) to December 31, 2001, that appear in this filing. This data is qualified by reference to the audited consolidated financial statements.

SUMMARY FINANCIAL DATA

Statement of Operations Data:

|                                                  | THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002 | THREE MONTH PERIOD ENDEDSEPTEMBER 30, 2001 | NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002 | NINEMONTH PERIOD ENDED SEPTEMBER 30, 2001 | PERIOD FROM FEBRUARY 1, 2000 TOSEPTEMBER 30, 2002
|------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------------------------------------------ | ----------------------------------------- | -------------------------------------------------
|Net Sales                                         | $15,039                                     | -                                          | $19,970                                    | -                                         | $230,550                                         
|Gain on Sale of Shekou joint venture              | $56,586                                     | -                                          | $56,586                                    | -                                         | $56,586                                          
|Loss from operations                              | $375,178                                    | $1,529,098                                 | $1,622,023                                 | $4,190,053                                | $20,812,679                                      
|Extraordinary gain                                | -                                           | $1,422,225                                 | -                                          | $1,422,225                                | $1,422,225                                       
|Net loss                                          | $375,178                                    | $180,892                                   | $1,622,023                                 | $3,071,135                                | $19,333,868                                      
|Basic loss per share before Extraordinary item    | ($0.02)                                     | ($0.08)                                    | ($0.08)                                    | ($0.23)                                   | -                                                
|Basic loss per share including Extraordinary gain | ($0.02)                                     | ($0.01)                                    | ($0.08)                                    | ($0.16)                                   | -                                                
|Basic weighted average common shares outstanding  | 22,513,801                                  | 19,474,517                                 | 21,525,726                                 | 19,474,517                                | -                                                

12

Balance Sheet Data:

|                           | September 30, 2002 | December 31, 2001
|-------------------------- | ------------------ | -----------------
|Cash and cash equivalents  | $927,163           | $672,096         
|Working capital            | $2,143,091         | $702,531         
|Total assets               | $3,333,266         | $3,889,675       
|Total stockholders' equity | $3,073,879         | $3,626,252       

RESULTS OF OPERATIONS

Revenues

On a consolidated basis, we earned revenues of $40,617 for the three months ended September 30, 2002 (2001 - nil), and $94,900 for the nine months ended September 30, 2002 (2001 - nil). The following discussion provides a breakdown of revenue within our corporate structure.

China Broadband Corp.

For the nine months ended September 30, 2002 and 2001, we did not earn revenues. We provided technical consulting services to Big Sky Network in the first half of 2001 pursuant to a Technical Services Agreement with Big Sky Network, the revenue from this arrangement was eliminated on consolidation.

We earn revenues through our ownership interest in the operating joint ventures in China and our subsidiary Chengdu Big Sky Technology Services Ltd.

Shekou Joint Venture

On September 13, 2002, China Broadband Corp.'s wholly-owned subsidiary, Big Sky Network Canada Ltd. ("Big Sky Network"), sold its 50% interest in Shenzhen China Merchants Big Sky Network Canada Ltd., ("Shekou joint venture"), its joint venture operation in Shekou, Peoples Republic of China. Winsco International Limited, ("Winsco"), a British Virgin Islands company, agreed to pay an aggregate amount of US$2,280,000 in a series of payments commencing five business days after signing and in stages linked to approvals of Chinese government agencies required to complete the transaction. As of October 28, 2002, the Company has received initial payments of $228,000 and $684,000. Additional payments of $684,000, $570,000 and $114,000 are due upon satisfaction of the above condition. The Company believes that, should all government approvals be received, that final payment would be received prior to the end of the first quarter of 2003. Net proceeds to the Company, after agent's fees and professional fees, will be approximately US$2,040,000.

Under the terms of the sale, Big Sky Network had its representatives resign from the Shekou joint venture board of directors and Big Sky Network will assist Winsco in the transition of operations and management. Winsco assumed operating responsibility for the Shekou joint venture from the date of the agreement. The Registrant has no further interest in the Shekou joint venture.

The Company's share of the loss in Shekou joint venture for the three months ended September 30, 2002 is $26,324, and $123,504 for the nine months ended September 30, 2002. The equity loss is recorded to September 13, 2002. The disposal of the Company's interest in the Shekou joint venture resulted in a gain of $56,586. At the time of the sale, the Company's investment in Shekou joint venture was approximately $1,980,000.

Chengdu Joint Venture

For the three and nine months ended September 30, 2002, the Chengdu joint venture received subscriber revenue of approximately $23,000 and $55,900, respectively. There were no material revenues generated during the same period of 2001. The Chengdu joint venture had a net loss of $57,600 in the three months ended September 30, 2002, and a net loss of $187,700 for the nine months ended September 30, 2002. The loss in 2002 has not been recognized in the financial statements as a result of the write down of the entire investment in Chengdu joint venture in 2001.

The Chengdu joint venture began commercial operations near the end of 2000. As at September 30, 2002, the Chengdu joint venture had approximately 721 subscribers connected, compared to 254 subscribers for the same period in 2001. Subscriber growth in the Chengdu joint venture has been slower than anticipated because the joint venture partner has been unable to fund its share of the project. As a result, we are continuing to make every effort to ensure the sustainability of the joint venture without the support of the partner, however; we are not confident that the Chengdu joint venture can survive through to December 31, 2002 without further investment.

13

Big Sky Technology Services

Chengdu Big Sky Network Technology Services Ltd., a wholly owned subsidiary, commenced operations in October 2001 and had 82 corporate subscribers connected at September 30, 2002. Big Sky Technology Services recorded gross sales of $94,900 in the nine months ended September 30, 2002, and $115,438 since inception. Management does not expect Big Sky Technology Services to generate profit until at least the fourth quarter of 2002. Once the operation becomes cash flow positive, we anticipate it will re-invest its after tax income, if any, in related business opportunities in China. We do not anticipate Big Sky Technology Services will pay any dividends in the foreseeable future.

We have invested approximately $513,173 in equipment and working capital in Big Sky Technology Services to date. We intend to add equipment and working capital based on an analysis of the potential return on investment from such equipment or working capital. Additional investments will be made based upon the potential for a short-term payback of such investment. Future growth is anticipated to be funded primarily by revenues from services.

New Joint Ventures

We have postponed startup of any new joint ventures until additional capital can be raised. We are considering opportunities to deliver internet service to high tech parks in other cities, based on our operation in Big Sky Technology Services in Chengdu.

Expenses

During the three months ended September 30, 2002 and 2001, we incurred operating expenses of $420,593 and $1,529,098, respectively. For the nine months ended September 30, 2002 we incurred operating expenses of $1,616,252 (2001 - $4,190,053). The following table provides a breakdown of operating expenses by category.

General Operating Expenses

|                            | THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002 | THREE MONTH PERIOD ENDEDSEPTEMBER 30, 2001 | NINEMONTH PERIOD ENDED SEPTEMBER 30, 2002 | NINE MONTH PERIOD ENDEDSEPTEMBER 30, 2001 | PERIOD FROM FEBRUARY 1, 2000 TOSEPTEMBER 30, 2002
|--------------------------- | ------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ----------------------------------------- | -------------------------------------------------
|Calgary Office Costs        | $50,401                                     | $270,019                                   | $479,158                                  | $800,714                                  | $2,199,224                                       
|Beijing Office Costs        | $124,431                                    | $291,240                                   | $320,151                                  | $659,440                                  | $1,667,718                                       
|Big Sky Technology Services | $38,399                                     | $61,678                                    | $101,418                                  | $61,678                                   | $175,475                                         
|Professional Services       | $(323)                                      | $180,643                                   | $83,983                                   | $414,591                                  | $1,826,724                                       
|Investor Relations          | $2,039                                      | $(41,714)                                  | $22,700                                   | $73,941                                   | $1,151,480                                       
|Amortization                | $51,227                                     | $605,744                                   | $151,572                                  | $1,816,254                                | $3,170,615                                       
|Non Cash Compensation       | $141,327                                    | $77,762                                    | $441,227                                  | $215,786                                  | $877,356                                         
|Miscellaneous               | $13,092                                     | $83,726                                    | $16,043                                   | $147,649                                  | $210,896                                         
|TOTAL                       | $420,593                                    | $1,529,098                                 | $1,616,252                                | $4,190,053                                | $11,279,488                                      

Calgary office expense includes the costs of executive management and administrative consultants, travel, rent, insurance, and general office costs associated with maintaining a business office in North America. For the nine months ended September 30, 2002, Calgary office costs have decreased 40% over the same period in 2001, primarily due to voluntary compensation reductions by management late in 2001, and a reduction in staff in 2002.

Beijing office costs include the costs of maintaining business operations and our principal business office in China In the first nine months of 2002, Beijing office costs decreased 51% over the same period in 2001, due to significant reductions in staff, salaries, contract fees, and travel expenses.

Professional services include accounting, audit and legal advisory costs. Professional costs have decreased 80% in the first nine months of 2002, compared to the same period in 2001. This is primarily due to lower legal and auditing fees resulting from our Form S-1 registration statement becoming effective in November 2001.

14

We have made deliberate efforts to reduce our overall general and administrative costs and we expect this trend to continue through the year ended December 31, 2002.

Amortization and depreciation expense resulted from the amortization of intellectual capital and depreciation of office equipment and leasehold improvements in the North American office. Non-cash stock compensation expense was $277,764 in the first nine months of 2002; while we had compensation expense of $215,786 in the first half of 2001. In addition, 2002 includes $163,463 expense recorded under the Alternative Compensation Plan.

Summary of Non-cash Compensation Expense

|                                  | Expense  | Unamortized Deferred Compensation
|--------------------------------- | -------- | ---------------------------------
|Options                           |          |                                  
|Options granted June 29, 2001     | $1,141   | $5,810                           
|Options granted November 13, 2001 | 209,629  | 503,085                          
|Options granted April 10, 2002    | 66,772   | 200,317                          
|Options granted August 27, 2002   | 222      | 5,088                            
|Alternative Compensation Plan     | 163,463  |                                  
|Total                             | $441,227 | $714,300                         

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2002 we had cash and cash equivalents of $927,163 and a working capital surplus of $2,143,091, compared to a working capital surplus of $702,531 at December 2001. Funds used in operations for the three months ended September 30, 2002 decreased to $212,886, a decrease of 74% from $834,343 from same period in 2001.

Since inception, we have financed operations primarily through sales of equity securities and have raised a total of $12,464,053, net of share issuance costs of $177,740. On a consolidated basis, our current operating cash expenditures are expected to be approximately $80,000 per month. We currently have no external sources of capital. Except for working capital, we currently have no internal sources of liquidity.

We anticipate that we will be required to raise an additional $1.0 million to fund our current plan of growth and existing operations through December 31, 2002. Our principal source of capital has been equity financing from investors and our founders. We have explored opportunities for vendor financing, bank credit facilities and export credit agency arrangements without success. Meeting our future financing requirements is dependent on access to equity capital markets or asset sales in China. We may not be able to raise additional equity when required or on favorable terms that are not dilutive to existing shareholders.

FINANCING ACTIVITIES

On March 22, 2002, the Corporation's board of directors approved an Agency Agreement with Canaccord Capital (Europe) Limited to raise a maximum of $2,000,000 at an issue price of $0.25 per common share, in one or more closings.

On April 3, 2002, we closed the first tranche of a private placement financing for 2,997,160 shares, priced at $0.25 per share, raising a total of $749,290. Expenses of this tranche were $101,929. We had total issued and outstanding shares of 22,513, 801 after this closing. The proceeds of the private placement will be used for working capital and to accelerate projects in Beijing and the province of Fujian, in the People's Republic of China.

Other transactions that occurred in the nine months ended September 30, 2002:

Several of our officers and directors returned for cancellation option agreements representing options to acquire 800,000 common shares at $7.50 per share. No compensation was paid to the officers and directors for cancellation of the options.

Our Nevada legal counsel received a total of 42,124 common shares with a deemed value of $0.50 per share to settle amounts owing of $21,062 on January 28, 2002.

On March 22, 2002 our Board of Directors approved the Alternative Compensation Plan to provide opportunities for officers, directors, employees and contractors to receive all or a portion of their compensation in the form of common shares instead of cash. The Alternative Compensation Plan was approved by shareholders at our Annual Shareholders Meeting on June 14, 2002. In the first nine months of 2002, all 2,000,000 common shares have been accrued for issue under the Alternative Compensation Plan.

15

Two new directors appointed to the Board of Directors received a grant on January 26, 2002 of 150,000 options each, under the Corporation's 2000 Stock Option Plan, at an exercise price of $0.50 per common share.

On April 10, 2002, the Board of Directors of the Company approved the issuance of 2,375,000 options to directors, officers and consultants. These options were priced above the fair market value on the date of grant with an exercise price of $0.25 per share. One-third of the options vested immediately upon issuance with one-third vesting one year from the date of grant and the last one-third vesting two years from the date of grant. All unexercised options expire on April 10, 2007.

On June 14, 2002, our Board of Directors approved the issuance of 500,000 options to Danai Suksiri, a director. These options were priced above the fair market value on the date of grant with an exercise price of $0.25 per share. One-third of the options vested immediately upon issuance with one-third vesting one year from the date of grant and the last one-third vesting two years from the date of grant. All unexercised options expire on June 14, 2007.

One optionee returned for cancellation their option agreement representing options to acquire 500,000 common shares at $1.00 per share. No compensation was paid to the optionee for cancellation of the options.

On August 9, 2002, our Board of Directors approved the issuance of 200,000 options to a consultant. These options were priced above the fair market value on the date of grant with an exercise price of $0.05 per share. These options will be issued and vest immediately upon the Company's receipt of an executed Letter of Intent between China NetCom and the Company for wireless service in China. The options will expire 2 years from the date of issuance.

On October 21, 2002, several officers, directors and consultants returned for cancellation option agreements representing options to acquire 5,235,000 common shares at prices ranging between $0.25 and $1.00 per share. These options were reissued that same date, and priced above the fair market value on the date of grant with an exercise price of $0.05. One-third of the options vested immediately upon issuance with one-third vesting one year from the date of grant and the last one-third vesting two years from the date of grant. All unexercised options expire on October 21, 2007.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 142, " Goodwill and Other Intangible Assets", which supercedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 eliminates the requirement to amortize goodwill and indefinite-lived intangible assets, extends the allowable useful lives of certain intangible assets, and requires impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and other intangible assets arising from transactions completed both before and after its effective date. The provisions of SFAS No. 142 are required to be applied starting with fiscal years beginning after December 15, 2001. The Company has prospectively adopted this recommendation effective January 1, 2002. Goodwill has been evaluated for impairment at January 1, 2002 and no provision was required. Goodwill amortization which would have been recorded for the six month period ended June 30, 2002 was $215,372.

On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or disposal of Long-Lived Assets", which supercedes SFAS No. 121, " Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business (as previously defined in that APB Opinion). SFAS No. 144 establishes a single accounting, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale. Adoption of SFAS No. 144 did not have a material effect on the Company's consolidated financial statements.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosedin our Exchange Act reports is recorded, processed, summarized and reported withinthetime periods specified in the SEC's rules and forms, and that such information 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.

Within 90 days prior to the date ofthis report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002.

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There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

PART II

ITEM 1. LEGAL PROCEEDINGS

There were no pending legal proceedings against us during the quarter ended September 30, 2002 and no legal proceedings against us currently pending.

ITEM 2. CHANGES IN SECURITIES

a) Sales of Unregistered Securities

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits.



|Exhibit No. | Description                                                                                                                                                                                                                                                                                          
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 (1)     | Certificate of Incorporation of the Company consisting of the Articles of Incorporation filed with the Secretary of the State of Nevada on February 9, 1993                                                                                                                                          
|3.2 (5)     | Certificate of Amendment to Articles of Incorporation of Institute For Counseling, Inc. filed with the Secretary of the State of Nevada on March 22, 2000                                                                                                                                            
|3.3 (3)     | Certificate of Amendment to Articles of Incorporation of Institute For Counseling, Inc. filed with the Secretary of the State of Nevada on April 14, 2000                                                                                                                                            
|3.4 (1)     | By-Laws of the Company, dated November 9, 1993                                                                                                                                                                                                                                                       
|3.5 (14)    | Amended and Restated By-Laws of the Company, dated August 8, 2001                                                                                                                                                                                                                                    
|10.1(2)     | Purchase Agreement for the Acquisition of China Broadband (BVI) Corp. among Institute For Counseling, Inc. and China Broadband (BVI) Corp.                                                                                                                                                           
|10.2 (2)    | Cooperative Joint Venture Contract For Shenzhen China Merchants Big Sky Network Ltd.                                                                                                                                                                                                                 
|10.3 (4)    | Common Stock Purchase Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp. and Big Sky Network Canada Ltd.                                                                                                                                                         
|10.4 (4)    | Termination Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp., Big Sky Network Canada Ltd. and Matthew Heysel, for himself and as attorney-in-fact for Daming Yang, Kai Yang, Wei Yang, Jeff Xue, Donghe Xue, Lu Wang, Wallace Nesbitt and Western Capital Corp.
|10.5 (4)    | Termination Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp., Big Sky Network Canada Ltd., China Broadband (BVI) Corp., Matthew Heysel and Daming Yang.
17                                                                                                     
|10.6 (5)    | Cooperative Joint Venture Contract For Sichuan Huayu Big Sky Network Ltd. dated July 8, 2000                                                                                                                                                                                                         
|10.7 (5)    | Strategic Partnership Agreement Between Chengdu Huayu Information Industry Co., Ltd. and Big Sky Network Canada Ltd.                                                                                                                                                                                 
|10.8 (5)    | Cooperative Joint Venture Contract For Deyang Guangshi Big Sky Ltd. dated November 25, 2000                                                                                                                                                                                                          
|10.9 (5)    | Consulting Agreement MH Financial Management, for the services of Matthew Heysel                                                                                                                                                                                                                     
|10.10 (5)   | China Broadband Stock Option Plan                                                                                                                                                                                                                                                                    
|10.11 (5)   | Form of Stock Option Agreement                                                                                                                                                                                                                                                                       
|10.12 (5)   | Form of Restricted Stock Purchase Agreement                                                                                                                                                                                                                                                          
|10.13 (5)   | Letter Agreement dated July 25, 2000 by and between China Broadband Corp. and Canaccord International Ltd.                                                                                                                                                                                           
|10.14 (5)   | Joint Development Agreement of City-Wide-Area High Speed Broadband and Data Transmission Services Networks of China Between Big Sky Network Canada Ltd. and Jitong Network Communications Co. Ltd.                                                                                                   
|10.15 (5)   | Consulting Agreement Daming Yang                                                                                                                                                                                                                                                                     
|10.16 (5)   | Consulting Agreement and Precise Details Inc. for the services of Thomas Milne                                                                                                                                                                                                                       
|10.17 (8)   | Agreement to the Establishment of Cooperation Joint Venture between Big Sky Network Canada Ltd. and Zhuhai Cable Television Station, dated May 27, 1999                                                                                                                                              
|10.18 (8)   | Letter of Intent, dated March 1, 2000, between Big Sky Network Canada Ltd. and Dalian Metropolitan Area Network Center                                                                                                                                                                               
|10.19 (8)   | Letter of Intent, dated November 8, 2000, between Big Sky Network Canada Ltd. and Hunan Provincial Television and Broadcast Media Co. Ltd.                                                                                                                                                           
|10.20 (8)   | Preliminary Agreement to Form a Contractual Joint Venture, dated March 8, 2001 between Big Sky Network Canada Ltd. and Changsha Guang Da Television                                                                                                                                                  
|10.21 (6)   | Purchase and License Agreement, dated September 28, 2000, between China Broadband Corp. and Nortel Networks Limited                                                                                                                                                                                  
|10.22 (6)   | Amendment, dated January 1, 2001, to the Purchase and License Agreement between China Broadband Corp. and Nortel Networks Limited                                                                                                                                                                    
|10.23 (8)   | Consulting Agreement, dated December 22, 2000, between China Broadband Corp and Barry L. Mackie                                                                                                                                                                                                      
|10.24 (8)   | Consulting Agreement, dated October 1, 2000, between China Broadband Corp and Richard Lam                                                                                                                                                                                                            
|10.25 (8)   | Consulting Agreement, dated October 1, 2000, between China Broadband Corp and Ping Chang Yung                                                                                                                                                                                                        
|10.26 (8)   | Consulting Agreement, dated October 1, 2000, between China Broadband Corp and YungPC AP                                                                                                                                                                                                              
|10.27 (7)   | Common Stock Purchase Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp. and Big Sky Network Canada Ltd.                                                                                                                                                         
|10.28 (7)   | Termination Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp., Big Sky Network Canada Ltd. and Matthew Heysel, for himself and as attorney-in-fact for Daming Yang, Kai Yang, Wei Yang, Jeff Xue, Donghe Xue, Lu Wang, Wallace Nesbitt and Western Capital Corp.
|10.29 (7)   | Termination Agreement dated September 29, 2000, among SoftNet Systems, Inc., China Broadband Corp., Big Sky Network Canada Ltd., China Broadband (BVI) Corp., Matthew Heysel and Daming Yang                                                                                                         
|10.30 (12)  | Letter of Intent dated June 1, 2001 between Big Sky Network Canada Ltd. and Shanghai Min Hang Cable Television Center                                                                                                                                                                                
|10.31 (12)  | Memorandum of Understanding dated June 18, 2001 between Big Sky Network Canada Ltd. and Beijing Gehua Cable TV Networks Co., Ltd.                                                                                                                                                                    
|10.32 (12)  | Letter of Intent between Big Sky Network Canada Ltd. and Chong Qing Branch of Ji Tong Network Communications Co., Ltd.
18                                                                                                                                                                            
|10.33 (12)  | Consulting Agreement dated April1, 2001 between China Broadband Corp. and Precise Details Inc.                                                                                                                                                                                                       
|10.34 (12)  | Consulting Agreement dated April 1, 2001 between China Broadband Corp. and M.H. Financial                                                                                                                                                                                                            
|10.35 (12)  | Consulting Agreement dated April 1, 2001 between China Broadband Corp. and Daming Yang                                                                                                                                                                                                               
|10.36 (12)  | Indemnity Agreement dated June 29, 2001 between China Broadband Corp. and Matthew Heysel                                                                                                                                                                                                             
|10.37 (13)  | Memorandum of Understanding between Big Sky Network Canada Ltd. and Fujian Provincial Radio and Television Network Co. Ltd. dated July 10, 2001                                                                                                                                                      
|10.38 (14)  | Note Cancellation Agreement between China Broadband Corp. and Canaccord International Ltd.                                                                                                                                                                                                           
|10.39 (15)  | Consulting Agreement, dated July 1, 2001, between China Broadband Corp and Barry L. Mackie                                                                                                                                                                                                           
|10.40 (15)  | Memorandum of Understanding between Chengdu Big Sky Network Technology Services Ltd. and Jitong Network Communications Co. dated October 15, 2001                                                                                                                                                    
|10.41 (15)  | Consulting Agreement, dated April 1, 2001 between China Broadband Corp. and Richard Lam                                                                                                                                                                                                              
|10.42 (17)  | Joint Project Contract between the Chong Qing Branch of Jitong Network Communications Co. Ltd. and Chengdu Big Sky Network Technology Services Ltd. dated October 31, 2001                                                                                                                           
|10.43 (17)  | Alternative Compensation Plan                                                                                                                                                                                                                                                                        
|10.44 (17)  | Fee Arrangement Agreement dated January 28, 2002 between China Broadband Corp. and Michael Morrison                                                                                                                                                                                                  
|10.45 (18)  | Agency Agreement between China Broadband Corp. and Canaccord Capital (Europe) Limited dated March 13, 2002                                                                                                                                                                                           
|10.46 (19)  | Agreement of Cooperative Rights & Interests Assignment between Big Sky Network Canada Ltd. and Winsco International Limited dated September 13, 2002 - English Translation                                                                                                                           
|16.1 (9)    | Change in Auditor Letter of Amisano Hanson                                                                                                                                                                                                                                                           
|16.2 (10)   | Change in Auditor Letter of Arthur Anderson LLP                                                                                                                                                                                                                                                      
|21.1 (16)   | List of subsidiaries of registrant                                                                                                                                                                                                                                                                   
|99.1        | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              
|99.2        | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              

(1)	Previously filed on Form 10-SB on December 2, 1999.

19

b) Reports on Form 8-K.

1. Form 8-K filed October 1, 2002 reporting the sale of the Company's interest in the Shenzhen China Merchants Big Sky Network Canada Ltd. joint venture.
2. Amended Form 8-K filed October 30, 2002, reporting the issuance of options to Daming Yang, President of the Company and the sale of the Company's interest in the Shenzhen China Merchants Big Sky Network Canada Ltd. joint venture. Amended to including pro forma financial statements and exhibits and option issuance information.

20

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.

|                        | China Broadband Corp.
|----------------------- | ---------------------
|Date: November 12, 2002 | By:                  
|Date: November 12, 2002 | By:                  

___________________________

SECTION 302 CERTIFICATIONS

I, Matthew Heysel, certify that:

1. I have reviewed this quarterly report of China Broadband Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statement, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the quarterly report is being prepared;

b)evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

21

|Date: November 12, 2002 | By: | /s/ MATTHEW HEYSELName:	Matthew Heysel
Title:	Chief Executive Officer (Principal Executive Officer)
|----------------------- | --- | ---------------------------------------------------------------------------------------------------

___________________________

I, Thomas G. Milne, certify that:

1. I have reviewed this quarterly report of China Broadband Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statement, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the quarterly report is being prepared;

b)evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: November 12, 2002 | By: | /s/ THOMAS MILNEName:	Thomas Milne
Title: Chief Financial Officer (Principal Accounting Officer)
|----------------------- | --- | ------------------------------------------------------------------------------------------------

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