================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                   ------------------------------------------

                                   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, 2000

                                       OR

|_|      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.
                    (formerly Institute for Counseling, Inc.)
        (Exact name of small business issuer as specified in its charter)

                NEVADA                                   52-2197688
   (Jurisdiction of incorporation)          (I.R.S. Employer Identification No.)

                            2080, 440-2ND AVENUE S.W.
                                CALGARY, ALBERTA
                                 CANADA T2P 5E9
(Address of principal place of business or intended principal place of business)

                                 (403) 234-8885
                           (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 |X|  No ____

         The number of outstanding common shares,  with $0.001 par value, of the
registrant at September 30, 2000 was 19,474,517.

         Transitional Small Business Disclosure Format (check one): Yes _ No |X|



<PAGE>



                              CHINA BROADBAND CORP.
                    (formerly Institute for Counseling, Inc.)

                            INDEX TO THE FORM 10-QSB
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>

                                                                                                         PAGE
                                                                                                         ----

PART I - FINANCIAL INFORMATION

<S>                                                                                                     <C>
         ITEM 1.  FINANCIAL STATEMENTS                                                                   F-1

         China Broadband Corp.

                  Consolidated Balance Sheet (Unaudited)                                                 F-2

                  Consolidated Statement of Operations (Unaudited)                                       F-3

                  Consolidated Statement of Shareholders' Equity (Unaudited)                             F-4

                  Consolidated Statement of Cash Flows (Unaudited)                                       F-5

                  Notes to the Consolidated Financial Statements (Unaudited)
                  September 30, 2000                                                                     F-6


</TABLE>


                                       i


<PAGE>


<TABLE>
<CAPTION>



<S>                                                                                                              <C>
   ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................1


PART II - OTHER INFORMATION.......................................................................................8


   ITEM 1.  LEGAL PROCEEDINGS.....................................................................................8


   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................................................8


   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.......................................................................8


   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................................8


   ITEM 5.  OTHER INFORMATION.....................................................................................8


   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................................................8


SIGNATURES........................................................................................................9


</TABLE>


                                       ii


<PAGE>




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         China Broadband Corp.

             Consolidated Balance Sheet (Unaudited)

             Consolidated Statement of Operations (Unaudited)

             Consolidated Statement of Shareholders' Equity (Unaudited)

             Consolidated Statement of Cash Flows (Unaudited)

             Notes to the Consolidated Financial Statements (Unaudited)
             September 30, 2000



                                       F-1



<PAGE>



<TABLE>
<CAPTION>

CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------------------------



                                                             SEPTEMBER 30,          JUNE 30,
                                                                 2000                 2000

                                                                   $                   $
                                                          -------------------- -------------------

ASSETS

CURRENT
<S>                                                             <C>                  <C>
   Cash and cash equivalents                                    7,191,845            9,690,074
   Interest and GST receivable                                    105,443               39,240
   Due from officers and employees (Note 4)                       109,876              215,056
   Prepaid expenses                                               159,218               64,217
                                                          -------------------- -------------------
                                                                7,566,382           10,008,587

Due from Shekou Joint Venture                                     295,015                    -
Due from Big Sky Network Canada Ltd.                                    -            1,995,465
Investment in Shekou Joint Venture (Note 1 and 3)               2,684,438                    -
Investment in Big Sky Network Canada Ltd.  (Note 1)                     -              189,901
Fixed assets                                                      254,572               56,910

Intangible Assets:

Intellectual Property (Note 5)                                    849,750                    -
Shekou Joint Venture (Note 5)                                   2,549,250                    -
Chengdu Joint Venture (Note 5)                                  5,098,500                    -
Goodwill (Note 5)                                               2,153,717                    -
                                                          -------------------- -------------------
                                                               21,451,624           12,250,863
                                                          ==================== ===================

LIABILITIES

CURRENT
   Accounts payable and accrued liabilities                       228,774               34,889
   Promissory Note (Note 5)                                     1,700,000                    -
   Unearned revenue                                                     -              416,666
                                                          -------------------- -------------------
                                                                1,928,774              451,555
                                                          -------------------- -------------------

STOCKHOLDERS' EQUITY

   Common shares                                               12,086,692           12,112,320
   Additional paid-in capital                                   8,512,735               15,235
   Accumulated deficit                                         (1,076,577)            (328,247)
                                                          -------------------- -------------------
                                                               19,522,850           11,799,308
                                                          -------------------- -------------------
                                                               21,451,624           12,250,863
                                                          ==================== ===================

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-2



<PAGE>


<TABLE>
<CAPTION>

CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------


                                                                                                              Cumulative
                                                                                                              Period From
                                                                                          February 1,           Date of
                                                                                              2000           Incorporation
                                                                                               to                  to
                                                                      SEPTEMBER 30,         June 30,         September 30,
                                                                          2000                2000                2000
                                                                       (3 MONTHS)

                                                                            $                  $                   $
                                                                    ------------------ ------------------- -------------------


REVENUE
<S>                                                                         <C>                 <C>                <C>
   Technical consulting                                                     125,000             83,333             208,333

GENERAL AND ADMINISTRATIVE EXPENSES                                         895,525            441,854           1,337,379

STOCK COMPENSATION                                                                -             15,235              15,235
                                                                    ------------------ ------------------- -------------------

                                                                           (770,525)          (373,756)         (1,144,281)

EQUITY LOSS IN BIG SKY NETWORK
   CANADA LTD.                                                             (101,372)           (80,099)           (181,471)

INTEREST INCOME                                                             123,567            125,608             249,175
                                                                    ------------------ ------------------- -------------------

NET LOSS                                                                   (748,330)          (328,247)         (1,076,577)
                                                                    ================== =================== ===================

LOSS PER SHARE
   Basic                                                                 (0.04)              (0.03)
                                                                    ================== ===================

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                                                    18,366,147          9,679,276
                                                                    ================== ===================

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      F-3



<PAGE>


<TABLE>
<CAPTION>

CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------


                                                                                Additional                        TOTAL
                                           Common Stock                          Paid-in       Accumulated       STOCKHOLDERS'
                                               Shares          Amount             Capital          Deficit           EQUITY
                                                                 $               $                $                 $
                                           --------------- -------------- ----------------- --------------- ------------------

<S>                                           <C>                  <C>             <C>         <C>               <C>
Balance, February 1, 2000                      2,319,000           59,971                -              -             59,971

   Share consolidation                          (809,150)               -                -              -                  -

   Issue of common shares for the
     outstanding shares of
     China Broadband (BVI) Corp.              13,500,000          710,029                -              -            710,029

   Shares issued pursuant to private
     placement agreements at $0.20
     per share                                   500,000          100,000                -              -            100,000

   Shares issued pursuant to private
     placement agreements at $1.00
     per share                                 1,530,000        1,530,000                -              -          1,530,000

   Shares issued pursuant to private
     placement agreements at $7.50
     per share                                 1,301,667        9,762,503                -              -          9,762,503

   Share issue costs                                   -          (50,183)               -              -            (50,183)

   Stock compensation                                  -                -           15,235              -             15,235

   Net loss                                            -                -                -       (328,247)          (328,247)
                                           --------------- -------------- ----------------- --------------- ------------------

Balance, June 30, 2000                        18,341,517       12,112,320           15,235       (328,247)        11,799,308

    Share issue costs                                             (25,628)                                           (25,628)

    Acquisition of the shares of               1,133,000                -        8,497,500              -          8,497,500
      Big Sky Network Canada Ltd.
      (Note 5)

   Net loss                                            -                -                -       (748,330)          (748,330)
                                           --------------- -------------- ----------------- --------------- ------------------

Balance, September 30, 2000                   19,474,517       12,086,692        8,512,735     (1,076,577)        19,522,850
                                           =============== ============== ================= =============== ==================


</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                      F-4



<PAGE>


<TABLE>
<CAPTION>

CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------


                                                                                                              Cumulative
                                                                                                              Period From
                                                                                          February 1,           Date of
                                                                                              2000           Incorporation
                                                                                               to                  to
                                                                      SEPTEMBER 30,         June 30,         September 30,
                                                                          2000                2000                2000
                                                                       (3 MONTHS)

                                                                            $                  $                   $
                                                                    ------------------ ------------------- -------------------

CASH FLOWS RELATED TO THE
   FOLLOWING ACTIVITIES:

OPERATING
<S>                                                                        <C>                <C>               <C>
   Net loss                                                                (748,330)          (328,247)         (1,076,577)
   Adjustments for:
     Amortization                                                             3,745                  -               3,745
     Equity loss in Big Sky Network Canada Ltd.                             101,372             80,099             181,471
     Stock compensation                                                           -             15,235              15,235
                                                                    ------------------ ------------------- -------------------

                                                                           (643,213)          (232,913)           (876,126)
   Changes in non-cash working capital
     Interest and GST receivable                                            (66,203)           (39,240)           (105,443)
     Due from officers and employees                                        105,180           (215,056)           (109,876)
     Prepaid expenses                                                       271,666            (64,217)           (207,449)
     Accounts payable and accrued liabilities                               193,885             34,889             228,774
     Unearned revenue                                                      (416,666)           416,666                   -
                                                                    ------------------ ------------------- -------------------

                                                                           (555,351)           (99,871)           (655,222)
                                                                    ------------------ ------------------- -------------------
FINANCING
   Issue of common shares for cash                                                -         11,892,503          11,892,503
   Share issuance costs                                                     (25,628)           (50,183)            (75,811)
                                                                    ------------------ ------------------- -------------------
                                                                            (25,628)        11,842,320          11,816,692
                                                                    ------------------ ------------------- -------------------
INVESTING
   (Increase) decrease in due from Big Sky Network Canada Ltd.              975,000         (1,995,465)         (1,020,465)
   Increase in due from Shekou Joint Venture                               (295,015)                 -            (295,015)
   Fixed asset additions                                                   (201,407)           (56,910)           (258,317)
   Acquisition of Big Sky Network Canada Ltd. (net of cash
     acquired)                                                           (2,395,828)                 -          (2,395,828)
                                                                    ------------------ ------------------- -------------------
                                                                         (1,917,250)        (2,052,375)         (3,969,625)
                                                                    ------------------ ------------------- -------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (2,498,229)         9,690,074           7,191,845

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            9,690,074                  -                   -
                                                                    ------------------ ------------------- -------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  7,191,845          9,690,074           7,191,845
                                                                    ================== =================== ===================

NON-CASH INVESTING AND FINANCING ACTIVITY:
   Shares issued to acquire investment in Big Sky
     Network Ltd.                                                         8,497,500            270,000           8,767,500
                                                                    ================== =================== ===================


</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                      F-5


<PAGE>





CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       INCORPORATION AND NATURE OF BUSINESS

         INCORPORATION AND BACKGROUND

         China Broadband Corp. (the "Corporation") was incorporated in Nevada in
         February 1993 under the name "Institute for Counselling, Inc." On April
         27, 2000,  Institute for  Counselling,  Inc.  changed its name to China
         Broadband Corp. The Corporation is a development  stage  enterprise and
         is seeking to become a leading  internet  technology  provider  of high
         capacity,  high speed internet,  data and voice services in major urban
         markets  throughout  The People's  Republic of China (the  "PRC").  The
         Company was  incorporated  for the purposes of  implementing a business
         strategy  involving  joint  ventures  to provide  high  speed  internet
         broadband  services  in major  urban  markets  throughout  the  PRC.

         On April 14, 2000, the  Corporation,  a public shell company,  acquired
         China  Broadband (BVI) Corp.  ("CBB - BVI") in a transaction  accounted
         for as a recapitalization.  This  recapitalization was effected through
         the  issuance  of  13,500,000   common   shares  of  the   Corporation,
         constituting  approximately  90% of its  shares  outstanding  after the
         acquisition,  in exchange  for all of the  outstanding  shares of CBB -
         BVI.

         As a result of the application of the accounting  principles  governing
         recapitalization,  CBB - BVI  (incorporated  on  February  1,  2000) is
         treated as the acquiring or continuing entity for financial  accounting
         purposes.

         The  recapitalization of CBB - BVI was affected through the issuance of
         stock by CBB - BVI in  exchange  for the  tangible  net  assets  of the
         Corporation, valued at fair value, which approximates the Corporation's
         historical costs. As a result,  the consolidated  financial  statements
         will be deemed to be a continuation of CBB - BVI's historical financial
         statements.

         INVESTMENT IN BIG SKY NETWORK CANADA LTD.

         CBB - BVI acquired  50,000 shares  representing  all of the outstanding
         shares of Big Sky Network Ltd. ("BSN"),  a company  incorporated  under
         the laws of the territory of the British  Virgin Islands from officers,
         directors  and  persons  related  to the  officers  and  directors  for
         12,500,000  common shares of CBB - BVI. CBB - BVI was  incorporated for
         the  purpose  of  acquiring  the  shares  of BSN.  BSN did not have any
         substantial  operations prior to February 1, 2000. This transaction was
         accounted for as a recapitalization of BSN. This  recapitalization  was
         effected through the issuance of 12,500,000  common shares of CBB - BVI
         constituting all of its issued and outstanding shares.

                                      F-6


<PAGE>



CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       INCORPORATION AND NATURE OF BUSINESS (CONTINUED)

         INVESTMENT IN BIG SKY NETWORK CANADA LTD. (CONTINUED)

         On February 22, 2000, BSN issued an additional 10,000 shares to SoftNet
         Systems,  Inc.  ("SoftNet") for cash consideration of $500,000.  As the
         Corporation controlled BSN, the financial statements of the Corporation
         included the  accounts of BSN. On April 25, 2000,  BSN issued a further
         40,000 shares to SoftNet for cash  consideration  of  $2,000,000.  As a
         result of the April 25, 2000  transaction,  the  Corporation  no longer
         controls BSN and  therefore,  BSN's  accounts have been  deconsolidated
         from  these  financial  statements.  For the period  April 26,  2000 to
         September 29, 2000,  the  Corporation's  investment in BSN is accounted
         for using the equity  method.  On September 29, 2000,  the  Corporation
         purchased the shares of BSN held by SoftNet, see Note 5.

         BSN signed a joint  venture  agreement on September 21, 1999 with China
         Merchants Shekou Industrial Zone, Ltd. ("China Merchants") to establish
         Shenzhen  China  Merchants  Big Sky Network  Ltd.  ("Shekou  JV"),  the
         purpose of which is to provide  internet access to Chinese  residential
         and  business   customers   through  the  existing   cable   television
         infrastructure.  Under the terms of the joint venture agreement,  China
         Merchants agreed to provide all the  non-broadcast  rights on the cable
         network of a cable  television  station  controlled by China Merchants.
         BSN is required to contribute a total of $3,000,000 to the Shekou JV in
         cash or equipment.  BSN is also  responsible  for  providing  technical
         support to the Shekou JV. Over the Shekou  JV's 15 year term,  BSN will
         be entitled to receive 60% of the profits earned between 2000 and 2004,
         50% of the profits  earned between 2005 and 2009 and 40% of the profits
         earned  between  2010 and 2014.  BSN is entitled to appoint four of the
         seven  directors  on the Board of  Directors  of the  Shekou JV for the
         first  five  years of its  operations  and is  thereafter  entitled  to
         appoint three of the seven directors.

         On July 8, 2000,  BSN signed a joint  venture  agreement  with  Chengdu
         Huayu  Information  Industry Co., Ltd.  ("Chengdu  Huayu") to establish
         Sichuan Huayu Big Sky Network Ltd. ("Chengdu JV"), the purpose of which
         is to develop an advanced  broadband software and hardware platform for
         data  transmission  and internet  related business in the Chengdu area.
         Under the terms of the joint venture agreement, Chengdu Huayu agreed to
         provide the entire software and hardware data transmission  platform of
         its Huayu HFC network and the rights to use all of its  facilities  and
         equipment. BSN is required to contribute a maximum of $5,500,000 to the
         Chengdu JV in cash or  equipment.  Over the Chengdu  JV's 20 year term,
         BSN will be entitled to receive 65% of the profits  earned between 2001
         and 2007,  50% of the profits  earned  between 2008 and 2013 and 35% of
         the profits  earned  between 2014 and 2020.  BSN is entitled to appoint
         four of the seven  Board of  Directors  of the Chengdu JV for the first
         seven years of its  operations  and is  thereafter  entitled to appoint
         three of the seven directors.

                                      F-7




<PAGE>



CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       INCORPORATION AND NATURE OF BUSINESS (CONTINUED)

         UNCERTAINTIES AND RISK FACTORS

         The Corporation's  operations may be adversely  affected by significant
         political,  economic and social  uncertainties in the PRC. Although the
         government of the PRC has been pursuing  economic reform  policies,  no
         assurance can be given that it will continue to pursue such policies or
         that such policies may not be significantly altered,  especially in the
         event of a change in  leadership,  social or  political  disruption  or
         unforeseen  circumstances  affecting the PRC's political,  economic and
         social  conditions.  There is also no  guarantee  that the  pursuit  of
         economic  reforms by the  government  of the PRC will be  consistent or
         effective.

         The PRC  has  recently  enacted  new  laws  and  regulations  governing
         internet  access and the  provision  of online  business,  economic and
         financial  information.  Current or proposed laws aimed at limiting the
         use  of  online  services  could,  depending  upon  interpretation  and
         application,  result in  significant  uncertainty  to the  Corporation,
         additional costs and  technological  challenges in order to comply with
         any statutory or regulatory  requirements  imposed by such legislation.
         Additional  legislation  and  regulations  that may be  enacted  by the
         government of the PRC could have an adverse effect on the Corporation's
         business, financial condition and results of operations.

         The  success  of the  Corporation  will  depend  on the  acceptance  of
         broadband  internet  services,  which remains  unproven in the PRC. The
         Corporation  may not be able to attract and retain  subscribers,  or it
         may face intense  competition which could have an adverse effect on the
         Corporation's business,  financial condition and results of operations.
         The Shekou JV's  services  were  launched on June 30,  2000,  and it is
         currently  expanding its subscriber base in the Shekou Industrial Zone.
         The Chengdu JV's services were launched on October 26, 2000.

         Substantially all of the Corporation's  revenues and operating expenses
         will be denominated in the Chinese renminbi,  which is currently freely
         convertible, however, there can be no assurance that this will continue
         or that the  ability to  purchase  or retain  foreign  currencies  will
         continue in the future.

                                      F-8

<PAGE>


CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       INCORPORATION AND NATURE OF BUSINESS (CONTINUED)

         UNCERTAINTIES AND RISK FACTORS (CONTINUED)

         These consolidated  financial  statements have been prepared on a going
         concern basis. The Corporation's ability to continue as a going concern
         is dependent upon its ability to generate profitable  operations in the
         future and to obtain the  necessary  financing to meet its  obligations
         and repay its liabilities  arising from normal business operations when
         they come due. The outcome of these  matters  cannot be predicted  with
         any certainty at this time. These consolidated  financial statements do
         not include any adjustments to the amounts and classification of assets
         and liabilities  that may be necessary should the Corporation be unable
         to continue as a going concern.

2.       SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The information  presented in the accompanying  financial statements is
         unaudited  and  includes all  adjustments  which are, in the opinion of
         management, necessary to present fairly the financial position, results
         of operations and cash flows for the interim periods  presented.  It is
         suggested   that  these  interim   financial   statements  be  read  in
         conjunction  with the  audited  consolidated  financial  statements  of
         CBB-BVI as at March 31, 2000 and for the period  from  February 1, 2000
         (date of incorporation) to March 31, 2000.

         NEW ACCOUNTING STANDARDS

         In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
         Instruments and Hedging  Activities," which as subsequently  amended by
         SFAS No. 137 and 138,  established  accounting and reporting  standards
         requiring  that  every   derivative   instrument,   including   certain
         derivative instruments embedded in other contracts,  be recorded in the
         balance  sheet as either  an asset or  liability  measured  at its fair
         value for fiscal  quarters  of fiscal  years  beginning  after June 15,
         2000.  Management  believes  that  these  statements  will  not  have a
         significant   impact  on  the  Corporation's   consolidated   financial
         position, results of operations or cash flows.


         In December 1999, the staff of the Securities  and Exchange  Commission
         released   Staff   Accounting   Bulletin  101  ("SAB  101"),   "Revenue
         Recognition" to provide guidance on the  recognition,  presentation and
         disclosure  of  revenues  in  financial  statements.   The  Corporation
         believes that its revenue recognition  practices are in conformity with
         SAB 101.

                                      F-9


<PAGE>


CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.       INVESTMENT IN JOINT VENTURES


         As discussed in Note 1, BSN  participates in both the Shekou JV and the
         Chengdu JV.  The Chengdu JV commenced operations in October, 2000.

         Summarized financial information for the Shekou
           JV is as follows:
                                                               -----------------
                                                                        $
                                                               -----------------

         Current assets                                                2,198,736
         Other assets                                                    715,429
                                                               -----------------
         Total assets                                                  2,914,165
                                                               =================

         Current liabilities                                               7,622
         Capital                                                       2,906,543
                                                               -----------------
         Total liabilities and capital                                 2,914,165
                                                               =================

         Net loss                                                       (94,037)

         The Chengdu JV commenced operations in October, 2000.




4.       DUE FROM OFFICERS AND EMPLOYEES

         The amounts due from  officers  and  employees  are advances for travel
         expenses. They are non-interest bearing and payable on demand.


                                      F-10


<PAGE>


CHINA BROADBAND CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       ACQUISITION OF BIG SKY NETWORK CANADA LTD.

         On September 29, 2000, the  Corporation  closed a common stock purchase
         agreement to buy 50,000  common  shares of Big Sky Network  Canada Ltd.
         ("BSN") increasing its ownership to 100% of BSN. The purchase price was
         U.S. $12.7 million,  consisting  of $2.5  million  cash,  $1.7  million
         promissory note, and 1,133,000 common shares of the Corporation  valued
         at the fair market value of the common  shares.  The purchase price has
         been allocated as follows:

                                                              -----------------
         Assets acquired, excluding cash:                             $
                                                              -----------------

        Net working capital deficiency                              (742,327)
        Investment in Shekou Joint Venture                         2,684,438
        Intellectual property                                        849,750
        Chengdu Joint Venture                                      5,098,500
        Shekou Joint Venture                                       2,549,250
        Goodwill                                                   2,153,717
                                                              -----------------
                                                                  12,593,328
                                                              -----------------
        Cash acquired                                                104,172
                                                              -----------------

        Net assets acquired                                       12,697,500
                                                              =================

6.       COMMITMENTS

         a) BSN  has  entered  into  an   investment   commitment   for  capital
            contributions  to the joint venture with Chengdu  Huayu  Information
            Industry  Co.  Ltd.  located  in the  PRC.  Future  maximum  capital
            contributions are $5,500,000.  In October,  $500,000 was contributed
            to this joint  venture.  The remaining  $5,000,000 is required to be
            spent over the life of the joint venture,  funded from the cash flow
            of the joint venture.

         b) On July 25, 2000, the Corporation  entered into an agency  agreement
            for financial advisory services. The Corporation paid a commencement
            fee of $200,000.  As compensation for the services,  the Corporation
            will pay  monthly  advances  of $5,000  for the next 12 months and a
            success fee, payable at the conclusion of any transaction.



7.       SEGMENTED INFORMATION

         The Corporation's  operating  activities are entirely in the PRC. It is
         not expected that commercial operations will be carried on in any other
         country. The Corporation's  administrative and corporate activities are
         carried on in the United States and Canada.


                                      F-11



<PAGE>


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

         Certain statements and information  contained in this Report constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange  Act of  1934.  Except  for  statements  of  historical  fact,  certain
information contained herein constitutes "forward-looking statements," including
without limitation  statements  containing the words "believes,"  "anticipates,"
"intends,"  "expects" and words of similar import, as well as all projections of
future results. Such forward-looking statements involve known and unknown risks,
uncertainties   and  other  factors  which  may  cause  the  actual  results  or
achievements  of the Company to be materially  different from any future results
or  achievements  of the Company  expressed  or implied by such  forward-looking
statements.  Such factors  include,  but are not limited to the  following:  the
Company's  limited  operating  history  and  history  of losses;  the  Company's
dependence on relationships with joint venture partners;  political and economic
risks  related to operating in China,  including  government  regulation  of the
telecommunications  and broadband services industry,  the Internet and the cable
television  industry in China; the Company's ability to enter into joint venture
relationships  on acceptable  terms;  the Company's  ability to raise additional
capital  to  finance  its  growth  and to meet its  obligations  under its joint
venture  arrangements;  management  of growth of the Company's  operations;  the
ability of the  Company's  joint  ventures to procure  equipment  and  technical
services to expand the  capacity of the joint  venture  systems;  dependence  on
development  of the  Internet  in China and the  continued  growth in use of the
Internet  worldwide;  acceptance of broadband  service  offerings  through cable
television  systems;  capacity  and  systems  disruptions  of the systems of the
Company's joint ventures; risk related to development of technologies related to
delivering broadband services over existing fibre-optic cable television systems
in China; competition in the broadband services industry in China; risks related
to  technological  change;  the  Company's  dependence  on  key  management  and
personnel;  the Company's  ability to protect its intellectual  property rights;
uncertainty  regarding  infringing   intellectual  property  rights  of  others;
security risks and the other risks and uncertainties  described in the Company's
Securities and Exchange Commission filings.



OVERVIEW

         We, China Broadband Corp. (formerly, Institute for Counselling,  Inc.),
through our  wholly-owned  subsidiary,  Big Sky Network  Canada  Ltd., a British
Virgin Islands  corporation ("Big Sky Network"),  are in the process of entering
into cooperative joint venture  relationships with  government-approved  Chinese
partners to offer high  capacity,  high speed  Internet  access and  services in
major urban markets  throughout the People's  Republic of China. Each of Big Sky
Networks government approved joint venture partners has obtained or are expected
to obtain the required  licenses,  regulatory  approvals  and access to existing
cable television  optical  fibre-coaxial  cable systems for the joint venture to
offer  broadband  services.  Big Sky Network is an internet  technology  service
provider and provides financing and equipment, software, installation,  training
and technical support services to each joint venture. The joint ventures provide
broadband  (i.e.,  high  capacity,  high speed)  data  transport  and  dedicated
Internet access to businesses, individuals,  educational institutions and others
through existing cable  television  optical  fibre-coaxial  cable systems in the
areas in which the joint venture services. In the future, the joint ventures are
expected to provide a complete range of broadband services, including high speed
data  transport  and  Internet  access,   advanced  Web  hosting,   co-location,
facilities-based   Internet  transport  services  and  other  enhanced  Internet
services on a large scale, subject to regulatory and government approval.

HISTORY OF THE COMPANY

         We were  incorporated  under the laws of Nevada on  February 9, 1993 as
"Institute  for  Counselling,  Inc.",  and changed our name to "China  Broadband
Corp."  on April  27,  2000.  We were  inactive  from the date of  incorporation
through  December 31, 1997,  during which time we raised no significant  capital
and incurred no significant  expenses.  As of February 1, 2000, we had 2,319,000
shares of common stock issued and outstanding.


                                       1


<PAGE>


         On April 14, 2000, we completed a reverse-split  of our common stock on
a .65104  for 1 basis  reducing  our  issued and  outstanding  share  capital to
1,509,850 shares of common stock.

         We acquired all of the issued and outstanding shares of China Broadband
(BVI) Corp. in exchange for  13,500,000  shares of our common stock on April 14,
2000.  Because we had only  1,509,850  (post  reverse-split)  shares  issued and
outstanding on the date of our  acquisition,  the former  shareholders  of China
Broadband (BVI) acquired 90% control of our corporation. In instances like this,
accounting  principles  require that the  transaction  be reflected in financial
statements as a recapitalization  of the parent,  China Broadband Corp., and the
subsidiary,  China  Broadband  (BVI)  Corp.  is  treated  as  the  acquiring  or
continuing  entity  for  financial   accounting  purposes.   Consequently,   the
statements are created by aggregating the accounts of the  subsidiary,  as would
have been the case if  shareholders  of China Broadband (BVI) Corp. had retained
ownership,  and then adding the accounts of the parent for the  relevant  period
when all the companies came under common control.  In this case,  common control
started  immediately after the completion of the acquisition,  effectively April
14, 2000.  Consequently,  our financial statements for periods subsequent to the
acquisition will include the accounts of China Broadband (BVI) Corp. and Big Sky
Network for the full fiscal period, but only the financial information for China
Broadband Corp. for the period following the date of acquisition.

         China  Broadband (BVI) Corp. was formed on February 1, 2000, and had no
business  activities  prior  to that  time.  China  Broadband  (BVI)  Corp.  was
incorporated  for the  purposes of acquiring  all of the issued and  outstanding
shares of Big Sky Network, a company implementing a business strategy involving
entering  into joint  ventures  that would  provide  high  capacity,  high speed
Internet  broadband  services in the major urban markets throughout the People's
Republic of China.  Big Sky Network had several  letters of intent to enter into
cooperation  joint venture  agreements  with Chinese  joint venture  partners to
deliver such services. On February 1, 2000, China Broadband (BVI) Corp. acquired
50,000 shares,  representing all of the issued and outstanding  capital stock of
Big Sky  Networks.  On February 22, 2000,  Big Sky Network  issued an additional
10,000 shares of SoftNet  Systems,  Inc.  ("SoftNet") for cash  consideration of
$500,000.  On April 25, 2000,  Big Sky Network issued a further 40,000 shares to
SoftNet for cash consideration of $2,000,000.

         After giving effect to the  acquisitions,  China Broadband Corp.  owned
all of the issued and  outstanding  capital of China  Broadband  (BVI) Corp. and
China Broadband (BVI) Corp.  owned 50% of the issued and outstanding  capital of
Big Sky Network.

         Subsequent to China  Broadband  Corp.'s  acquisition of China Broadband
(BVI) Corp.,  China  Broadband  Corp.  completed  three  private  placements  of
3,331,667 shares of its common stock for proceeds of $11,392,502.

         On September 29, 2000, we acquired,  indirectly through China Broadband
(BVI) Corp.,  the 50,000 shares of Big Sky Network  owned by SoftNet,  under the
terms of a common stock purchase agreement. Under the terms of the agreement, we
paid SoftNet $12,697,500 for its interest in Big Sky Network, with the following
components:

         o  $2,500,000 in cash;

         o  a  promissory  note  in the  principal  amount  of  $1,700,000,  due
            September 29, 2001, with interest payable at maturity at the rate of
            8% per annum;

         o  forgiveness of debt, if any, owed by SoftNet to us; and

         o  1,133,000 shares of our common stock, valued at $7.50 per share.

         We  acquired  SoftNet's  interest  in Big Sky  Network  to obtain  100%
ownership. After giving effect to the acquisition, we own 100% of the issued and
outstanding capital stock of Big Sky Network. On October 13, 2000, we filed Form
8-K with the U.S. Securities and Exchange  Commission,  providing details of the
transaction  together with an undertaking to file pro-forma financial statements
within 60 days of the Form 8-K filing.

                                       2

<PAGE>


         BIG SKY NETWORK JOINT VENTURES


         As of November 13, 2000,  Big Sky Network  formed the  following  joint
ventures:

         -  Shenzhen China  Merchants Big Sky Network Ltd., a joint venture with
            Shenzhen,  China  Merchants  Shekou  Industrial  Zone  Ltd.  ("China
            Merchants Shekou"), to provide high-speed Internet access in Shekou,
            Shenzhen, Guangdong Province (the "Shekou Joint Venture");

         -  Sichuan  Huayu Big Sky Networks  Ltd., a joint  venture with Chengdu
            Huayu Information  Industry Co. Ltd. ("Chengdu  Huayu"),  to provide
            high-speed  Internet  access  in  Chengdu,   Sichuan  Province  (the
            "Chengdu Joint Venture").

         China Merchants  Shekou received  regulatory  approval and the required
licenses for the Shekou Joint Venture and launched Big Sky Networks' first joint
venture broadband service in Shekou, China on June 30, 2000.

         Chengdu Huayu received  regulatory  approval and the required  licenses
for the Chengdu  Joint  Venture and  launched  Big Sky  Network's  second  joint
venture broadband service in Chengdu, China on October 26, 2000.

         On July 21, 2000, Big Sky Network entered into a Strategic  Partnership
Agreement   with  Chengdu   Huayu  to  build  a  Greater   Chengdu-Area   and  a
Province-Wide-Area Integrated Information Network to provide high-speed Internet
access, data transmission and value-added services in the Chengdu, Sichuan area.

         On September 15, 2000, Big Sky Network entered into a Joint Development
Agreement of  City-Wide-Area  High Speed  Broadband Data  Transmission  Services
Networks of China with Jitong Network  Communications  Co. Ltd. dated  September
15,  2000,  under  which the  parties  agreed to jointly  develop  digital  data
transmission  services  based  on  the  nation-wide   City-Wide-Area  integrated
high-speed broadband network.

         Big Sky  Network  has  signed  letters  of  intent  with the  following
potential joint venture partners:

            -  Zhuhai Cable Television Station dated May 27, 1999;

            -  Cixi Broadcast and TV Station dated January 12, 2000;

            -  Dalian Metropolitan Area Network Center dated March 1, 2000;

            -  Deyang Guangshi Networks Development Ltd.; and

            -  Guangzhou Cable Television Station dated April 8, 1999.

We  anticipate  that Big Sky  Networks  will  enter  into  final  joint  venture
agreements with these joint venture partners and that the joint venture partners
will  receive  government  regulatory  approval  and  licenses  for these  joint
ventures in the fourth  quarter 2000 and during  2001.  Big Sky Networks is also
exploring  additional  joint  venture   opportunities  in  other  municipalities
throughout China.


                                       3


<PAGE>


RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2000

         The  Company had no business  activity  prior to February 1, 2000.  The
discussion  set  forth  below   describes  the  result  of  operations  for  the
three-month  period  ended  September  30, 2000.  The  "Company" as used in this
discussion refers to China Broadband Corp. and its subsidiaries.

         Revenues.  During the fiscal  quarter  ended  September  30, 2000,  the
Company  generated  $125,000  in  revenues  from  management  fees by  providing
technical  consulting  services to Big Sky  Network for the period.  The Company
earned interest income of $123,567 from its cash and short-term deposits.

         Expenses.  The Company incurred general operating expenses of $895,525.
These  expenses  included  accounting  and audit  expenses  of $64,615 and legal
expenses of $92,735  related to the  preparation of the Company's  reports under
the Securities Exchange Act of 1934, as amended,  preparation of legal documents
related to the joint venture and the SoftNet transaction, and investment banking
expenses of $200,000.  Consulting  expenses of $241,405  and travel  expenses of
$89,065 were  incurred  during the three month period ended  September  30, 2000
primarily  related to the  negotiation  of various joint  venture  agreements in
China,  including  the  extended  July 8,  2000  agreement  with  Chengdu  Huayu
Information  Co. Ltd. and the July 21, 2000  strategic  alliance  agreement with
Chengdu Huaya  Information  Co. Ltd. to develop a fiber optic network to connect
cities in the Sichuan  province.  The Company  anticipates  that  expenses  will
increase  during the fourth quarter of 2000 for the following  reasons:  (i) the
Company  anticipates  that it will continue to negotiate and finalize letters of
intent and  definitive  agreements  to form joint  ventures;  (ii) the Company's
joint ventures will begin extensive marketing and promotional campaigns to build
subscription bases in Shekou and Chengdu;  (iii) the Company will incur expenses
related  to the  launch of its  joint  venture  services  in  Chengdu  and other
potential  areas;  (iv) the Company  will incur costs  associated  with  finance
raising  activities;  (v)  the  Company  will  incur  costs  related  to  hiring
additional  personnel to provide  management,  technical and support services to
its growing organization; and (vi) the Company will incur other costs related to
implementing its business plan and financing its joint venture obligations.

         Loss.  The  Company  had a loss of $770,525  from its  operations.  The
Company also  recorded an equity loss of $101,372  related to Big Sky  Network's
ongoing operating expenses incurred by the first joint venture offering services
of Shekou,  China, leasing office space and hiring employees to commence signing
up subscribers.  The Company's loss for the  three-month  period ended September
30,  2000,  after  interest  income of $123,567,  was of  $748,330.  The Company
anticipates  losses will increase in the fourth quarter of 2000, due to expenses
related to expanding  its business  operations to  facilitate  additional  joint
venture relationships, as described above. The Company also anticipates that its
equity  loss  related to Big Sky Network  will  increase in the third and fourth
quarters of 2000 as additional  ongoing operating expenses are incurred as joint
venture  agreements  are executed and office space is leased and  employees  are
hired to commence  signing up  subscribers.  Loss per share for the  three-month
period ended September 30, 2000 was $0.04 per share.

         Since the Company is in its development  stage, all losses  accumulated
since inception have been considered as part of the Company's  development stage
activities.

PERIOD FROM INCEPTION (FEBRUARY 1, 2000) THROUGH SEPTEMBER 30, 2000.

         The Company had no business  activities  prior to February 1, 2000.  On
April 25, 2000,  Big Sky Network issued 40,000 shares to SoftNet  Systems,  Inc.
and,  as a  result,  the  company  no  longer  controlled  Big Sky  Network  and
deconsolidated  the accounts of Big Sky Network from April 25, 2000 onward.  For
the period from April 26, 2000 to September 28, 2000,  the Company's  investment
in Big Sky Network is  accounted  for using the equity  method,  resulting in an
equity loss of $181,471 for the period.  On September 29, 2000,  China Broadband
(BVI)  acquired  SoftNet's  interest in Big Sky  Network,  and as a result,  the
Company owns 100% of Big Sky Network's issued and outstanding share capital.


                                       4


<PAGE>


         Revenues.  During the period from inception  (February 1, 2000) through
September 30, 2000, the Company  generated  revenues of $208,333 from management
fees by  providing  technical  consulting  services  to Big Sky  Network for the
period.  The  Company  earned  interest  income  of  $249,175  from its cash and
short-term deposits.

         Expenses.   The  Company   incurred  general   operating   expenses  of
$1,337,379. These expenses included accounting and audit expenses of $92,960 and
legal expenses of $188,475  related to the preparation of the Company's  reports
under the Securities Exchange Act of 1934, as amended,  and preparation of joint
venture  related legal  documents and documents  related to the  acquisition  of
SoftNet's  interest in Big Sky  Network.  Consulting  expenses  of $294,295  and
travel  expenses  of $218,014  were  incurred  during the period from  inception
(February 1, 2000) to September 30, 2000 primarily related to the negotiation of
various joint venture  agreements in China,  including the executed July 8, 2000
agreement  with  Chengdu  Huayu  Information  Co.  Ltd.  and the July  21,  2000
strategic  alliance agreement with Chengdu Huaya Information Co. Ltd. to develop
a fiber optic  network to connect  cities in the Sichuan  Province.  The Company
anticipates  that expenses will increase  during the fourth  quarter of 2000 for
the  following  reasons:  (i) the Company  anticipates  that it will continue to
negotiate and finalize letters of intent and definitive agreements to form joint
ventures;  (ii) the Company's joint ventures will begin extensive  marketing and
promotional  campaigns to build subscription bases in Shekou and Chengdu;  (iii)
the  Company  will incur  expenses  related  to the launch of its joint  venture
services in Chengdu and other potential areas; (iv) the Company will incur costs
associated  with finance  raising  activities;  (v) the Company will incur costs
related to hiring  additional  personnel to provide  management,  technical  and
support  services to its growing  organization;  and (vi) the Company will incur
other costs  related to  implementing  its business plan and financing its joint
venture obligations.

         Loss. The Company had a loss of $1,144,281  from its operations  during
the period.  The Company also recorded an equity loss of $181,471 related to Big
Sky Network's  ongoing  operating  expenses incurred by the Shekou Joint Venture
related to  leasing  office  space,  hiring  employees  to  commence  signing up
subscribers  and  technical  support  staff in Shekou,  China;  and the expenses
related to  establishing  the Chengdu Joint Venture.  The Company's loss for the
period from  inception  (February 1, 2000)  through  September  30, 2000,  after
interest income of $249,175, was of $1,076,577.  The Company anticipates that it
will  continue  to incur  losses in future  periods  until the  Company's  joint
venture  partners  successfully  launch  broadband   subscription  services  and
revenues  generated  from  subscriptions  are  sufficient  to  cover  the  costs
associated with business  development  and general  administrative  expense,  as
described  above.  The Company also  anticipates that its equity loss related to
Big Sky  Network  will  increase  in the fourth  quarter  of 2000 as  additional
ongoing operating expenses are incurred as joint venture agreements are executed
and expenses related to launching joint venture  broadband  services,  including
rent expenses,  administrative expenses, personnel expenses, consulting expenses
and marketing and sales expenses are incurred.

         Since the Company is in its development  stage, all losses  accumulated
since inception have been considered as part of the Company's  development stage
activities.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2000, the Company had cash and cash  equivalents of
$7,191,845 and working capital of $5,637,608.

         During the period from inception  (February 1, 2000) through  September
30, 2000, the Company raised  $11,392,503  through the issuance of common stock,
less share issuance costs of $75,811.  The Company had cash of $9,690,074 at the
beginning  of the period.  During the period from  inception  (February 1, 2000)
through September 30, 2000, the Company generated Cash of $7,191,845; and during
the three month  period  ended  September  30,  2000,  the Company  used Cash of
$2,498,229.


                                       5


<PAGE>


         Operating activities during the fiscal quarter ended September 30, 2000
included net loss of $748,330 for the quarter and a non-cash  equity loss in Big
Sky Network of  $101,372.  The Company had changes in non-cash  working  capital
accounts of $87,862  resulting from accounts payable and accrued  liabilities of
$193,885  related  primarily to costs  associated with the Shekou Joint Venture,
and travel  advances for officers and  employees of $105,180,  offset by prepaid
expenses of $271,666  related to deposits on furniture  and rent,  retainers for
legal firm and transfer  agent,  interest  receivable  of $66,203,  and unearned
revenue of  $416,666.  Financing  activities  during the  fiscal  quarter  ended
September 30, 2000 used cash of $25,628.  Investing activities during the fiscal
quarter ended  September  30, 2000  included  $295,015 due from the Shekou Joint
Venture; acquisition of Big Sky Networks of $2,395,828; fixed asset additions of
$201,407  related to fixtures and equipment;  and $975,000  decrease in due from
Big Sky Network.

         SOFTNET TRANSACTION

         On September  29, 2000,  the Company,  through China  Broadband  (BVI),
acquired  SoftNet's  50%  interest  in Big Sky  Network.  Under the terms of the
acquisition  agreement,  the Company  agreed to pay SoftNet  $2,500,000 in cash;
issue  SoftNet a promissory  note in the  principal  amount of  $1,700,000,  due
September  29,  2001,  with  interest  payable at maturity at the rate of 8% per
annum;  forgiveness  of a debt, if any, owed by SoftNet to the Company and issue
SoftNet 1,133,000 shares of China Broadband Corp. common stock.

         The Company's  acquisition of SoftNet's interest in Big Sky Network had
the following impact on the Company's financial position:

            o  $2,500,000 in cash paid to SoftNet;

            o  China Broadband  issued  1,133,000  shares to SoftNet at a deemed
               value of $8,497,500;

            o  The  Company  recorded  a  $1,700,000  liability  related  to its
               obligation to pay SoftNet under a promissory note; and

            o  Forgiveness of debt, if any, owed by SoftNet to us.

         In addition to the  commitments  described  above,  the Company has the
following commitments:

         Big Sky  Network  has agreed to future  maximum  capital  contributions
under  the  Chengdu  Joint  Venture  Agreement  and  the  Strategic  Partnership
Agreement with Chengdu Huayu  Information  Industry Co. Ltd. of $5,500,000.  The
Company  contributed  $500,000 to the  Chengdu  Joint  Venture in  October.  The
remaining $5,000,000 is required to be spent over the life of the joint venture,
funded from the cash flow of the joint venture.

         On July 25,  2000,  the Company  entered into an agency  agreement  for
financial  advisory  services.  The  Corporation  paid  a  commencement  fee  of
$200,000.  As compensation  for the services,  the Corporation  will pay monthly
advances  of $5,000  for the next 12 months  and a success  fee,  payable at the
conclusion of any transaction.


                                       6



         In addition to the foregoing,  the Company, through Big Sky Network, is
expected  to  enter  into  additional  joint  venture   arrangements   that  are
anticipated  to  require  capital  contributions  of  cash  and/or  services  of
approximately  $5,000,000 each. The Company anticipates that it may finance such
capital  contributions  through  vendor  financing  or by issuing debt or equity
securities.  There can be no assurance  that such financing will be available on
terms acceptable to the Company, if at all.

PLAN OF OPERATION

         As of Septemeber 30, 2000, the Company's  management  anticipates  that
the Company currently has sufficient  working capital to fund the Company's plan
of operation  through the year ended December 31, 2000.  The Company's  costs to
fund its plan of  operation  for the fiscal  year  ending  December  31, 2000 is
estimated to be approximately  $1,000,000 million to $1,200,000 (primarily joint
venture  contributions,  salaries,  travel,  office and other similar expenses).
These funds are intended to permit us to expand our  marketing  efforts  through
additions to staff and to develop and execute a  comprehensive  market  exposure
program to implement the business  strategy of entering into joint ventures that
are anticipated to provide high capacity,  high speed  Internet,  data and voice
services in the major urban markets throughout the People's Republic of China.

         The  Company  anticipates  that  its  operating  expenses  and  capital
expenditure may increase significantly during the year ending December 31, 2001,
the  next  phase  of  the  Company's  development.  The  amount  and  timing  of
expenditures during the year ending December 31, 2001 will depend on the success
of any contracts it secures,  and there is no assurance the Company will receive
significant  revenues or operate  profitably.  Current  cash  resources  are not
anticipated to be sufficient to fund the next phase of the Company's development
and management  intends to seek  additional  private  equity or debt  financing.
There can be no assurances  that any such funds will be available,  and if funds
are raised, that they will be sufficient to achieve the Company's objective,  or
result in commercial success.

SUBSEQUENT EVENTS

         Subsequent to the period ended September 30, 2000, the following events
occurred:

         -  Chengdu Huayu received regulatory approval and the required licenses
            for the Chengdu Joint Venture and launched Big Sky Network's  second
            joint  venture  broadband  service in Chengdu,  China on October 26,
            2000.


                                       7


<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         a)       Sales of Unregistered Securities

                  On September 29, 2000, China Broadband Corp.  issued 1,133,000
                  shares to SoftNet as partial  consideration  for 50,000 shares
                  of Big Sky Network.  Theses securities were issued pursuant to
                  an  exemption  from  registration  under  Section  4(2) of the
                  Securities Act of 1933, as amended.

         b)       Use of Proceeds from Sales of Registered Securities

                  Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

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

                  None.

ITEM 5.  OTHER INFORMATION

         During the quarter ended  September 30, 2000,  there were no changes in
or  disagreements  with  accountants on accounting or financial  disclosure.  On
September 22, 2000,  China Broadband  Corp.  replaced Arthur Andersen LLP as its
independent  auditor with Deloitte & Touche LLP. China Broadband  Corp.  filed a
current  report on Form 8-K to report the change in  auditors on  September  26,
2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

         10.1  Common Stock Purchase  Agreement dated September 29, 2000,  among
               SoftNet Systems,  Inc., China Broadband Corp. and Big Sky Network
               Canada  Ltd.  (previously  filed as  Exhibit  10.1 on Form 8-K on
               October 13, 2000).

         10.2  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,  Lu Wang,  Wallace
               Nesbitt and Western  Capital Corp.  (previously  filed as Exhibit
               10.2 on Form 8-K on October 13, 2000).

         10.3  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.  (previously  filed as Exhibit  10.3 on Form 8-K on October
               13, 2000)


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<PAGE>



         (b)      Reports on Form 8-K.

                  Form 8-K/A filed on August 1, 2000, amending Form 8-K filed on
                  April 28, 2000,  containing  audited  financial  statements of
                  acquired business: China Broadband (BVI) Corp. -- Consolidated
                  Financial  Statements  Together  With  Auditors'  Report as at
                  March 31, 2000 and for the Period from  February 1, 2000 (date
                  of incorporation) to March 31, 2000.

                  Form  8-K  filed on  August  24,  2000,  reporting  change  in
                  auditor.

                  Form 8-K filed on October 13, 2000,  reporting the acquisition
                  by China  Broadband  (BVI) Corp.  of 50,000  shares of Big Sky
                  Network  Canada Ltd.  pursuant to the terms of a Common  Stock
                  Purchase Agreement.

                  Form 8-K filed on  September  26,  2000,  reporting  change in
                  auditor.



                                   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.
                               (formerly Institute for Counseling, Inc.)


Date:  November 14, 2000       By:      /S/ MATTHEW HEYSEL
                                        --------------------------------
                                        Name:    Matthew Heysel
                                        Title:   Chief Executive Officer


Date:  November 14, 2000       By:      /S/ THOMAS G. MILNE
                                        --------------------------------
                                        Name:    Thomas G. Milne
                                                 Title:  Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)


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