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

                       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, 1999

                                       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 0-28345

                              China Broadband Corp.
                    (formerly Institute for Counseling, Inc.)
            --------------------------------------------------------
              (Exact name of small business issuer in its charter)


             NEVADA                                   52-2197688
---------------------------------          ------------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)


                           624 Wilderness Drive, S.E.,
                                Calgary, Alberta
                                 Canada T2J 1Z2
            --------------------------------------------------------
(Address of principal place of business or intended principal place of business)

                                 (403) 225-2198
            --------------------------------------------------------
                           (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, 1999 was 2,304,000.

     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, 1999


<TABLE>
                                                                          Page
                                                                          ----
<S>  <C>  <C>                                                             <C>
Part I -  FINANCIAL INFORMATION ...........................................1

     ITEM 1. FINANCIAL STATEMENTS .........................................1

          Institute for Counseling, Inc. ..................................1
               Balance Sheet ..............................................1
               Statements of Loss and Deficit .............................2
               Statement of Cash Flows ....................................3
               Statement of Stockholders' Equity ..........................4
               Notes to the Financial Statements ..........................5

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS .........................7

Part II - OTHER INFORMATION ...............................................9

     ITEM 1. LEGAL PROCEEDINGS ............................................9

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ....................9

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES ..............................9

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..........9

     ITEM 5. OTHER INFORMATION ............................................9

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .............................9


SIGNATURES
</TABLE>



<PAGE>

Part I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                    September 30, 1999 and December 31, 1998
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)


<TABLE>

                                               ASSETS
                                                                        September 30,        December 31,
                                                                            1999                 1998
                                                                      ---------------       -------------
<S>                                                                   <C>                    <C>
Current
   Cash                                                               $     22,869           $    53,925
   Accounts receivable                                                       2,670                 1,606
                                                                      ---------------       -------------
                                                                      $     25,539           $    55,531
                                                                      ===============       =============

                                            LIABILITIES

Current
   Accounts payable                                                   $     14,964           $    24,626
                                                                      ---------------       -------------

                                      STOCKHOLDERS' EQUITY

Common stock - Note 2                                                       56,001                56,001
Deficit accumulated during the development
 stage                                                                     (45,426)              (25,096)
                                                                      ---------------       -------------
                                                                            10,575                30,905
                                                                      ---------------       -------------
                                                                      $     25,539           $    55,531
                                                                      ===============       =============
</TABLE>



                             SEE ACCOMPANYING NOTES


                                       1
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                         STATEMENTS OF LOSS AND DEFICIT
                    ACCUMULATED DURING THE DEVELOPMENT STAGE
      for the nine month and three month periods ended September 30, 1999
and for the period February 9, 1993 (Date of Incorporation) to December 31, 1998
       and February 9, 1993 (Date of Incorporation) to September 30, 1999
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)



<TABLE>
                                                                                          February 9, 1993     February 9, 1993
                                                       Nine months      Three months      (Date of Incor-      (Date of Incor-
                                                          Ended             ended           poration) to         poration) to
                                                      September 30,     September 30,       December 31,        September 30,
                                                          1999              1999                1998                 1999
                                                     --------------    --------------      --------------       ---------------
<S>                                                  <C>               <C>                  <C>                   <C>
Expenses
   Accounting and audit                              $     2,510       $      1,510         $     3,963           $    6,473
   Consulting                                              2,300              2,300                   -                2,300
   Filing fees                                               355               (782)                  -                  355
   Foreign exchange                                          279                279                   -                  279
   Legal                                                   6,041             (4,459)              9,428               15,469
   Management services                                         -                  -              10,700               10,700
   Promotion and entertainment                             4,865                  -                   -                4,865
   Rent                                                    3,980              2,050               1,005                4,985
                                                     --------------    --------------      --------------       ---------------
Net loss for the period                                   20,330                898         $    25,096           $   45,426
                                                                                           ==============       ===============
Deficit accumulated during the development
 stage, beginning of the period                           25,096             44,528
                                                     --------------    --------------
Deficit accumulated during the development
 stage, end of the period                             $   45,426       $     45,426
                                                     ==============    ==============
Net loss per share                                    $     0.01       $       0.00
                                                     ==============    ==============
Weighted average number of shares
 outstanding (on a post forward split basis)           2,304,000          2,304,000
                                                     ==============    ==============
</TABLE>





                             SEE ACCOMPANYING NOTES


                                       2
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
      for the nine month and three month periods ended September 30, 1999
and for the period February 9, 1993 (Date of Incorporation) to December 31, 1998
       and February 9, 1993 (Date of Incorporation) to September 30, 1999
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)


<TABLE>
                                                                                       February 9,         February 9,
                                                                                           1993               1993
                                                   Nine months      Three months       (Date of In-       (Date of In-
                                                      ended             ended        corporation) to      poration) to
                                                  September 30,     September 30,      December 31,       September 30,
                                                       1999             1999               1998               1999
                                                 --------------    --------------     --------------      --------------
<S>                                              <C>                <C>               <C>                  <C>
Cash Flows from Operating
 Activities
  Net loss for the period                        $   (20,330)       $     (898)       $    (25,096)        $   (45,426)

  Changes in non-cash working capital
   balances related to operations
   Accounts receivable                                (1,064)             (140)             (1,606)             (2,670)
   Accounts payable                                   (9,662)           (1,134)             24,626              14,964
                                                 --------------    --------------     --------------      --------------
                                                     (31,056)           (2,172)             (2,076)            (33,132)
                                                 --------------    --------------     --------------      --------------
Cash Flows from Financing Activities

  Common stock issued                                          -             -              56,001              56,001
                                                 --------------    --------------     --------------      --------------
                                                               -             -              56,001              56,001
                                                 --------------    --------------     --------------      --------------
Net increase (decrease) in cash during the
 period                                              (31,056)           (2,172)             53,925              22,869

Cash, beginning of the period                         53,925            25,041                   -                   -
                                                 --------------    --------------     --------------      --------------
Cash, end of the period                          $    22,869        $   22,869        $     53,925         $    22,869
                                                 ==============    ==============     ==============      ==============
</TABLE>









                             SEE ACCOMPANYING NOTES


                                       3
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
  for the period February 9, 1993 (Date of Incorporation) to September 30, 1999
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)



<TABLE>
                                                                                           Deficit
                                                                                         Accumulated
                                                               Common Stock               During the
                                                                 (Note 3)                Development
                                                          #                 $              Stage              Total
                                                    -----------       -----------       --------------     -----------
<S>                                                  <C>                <C>              <C>              <C>
Issue of initial founders stock upon
 Incorporation                                             100          $      1         $       -         $       1
Net loss from incorporation to
 December 31, 1993                                           -                 -                (1)               (1)
                                                    -----------       -----------       --------------     -----------
Balance,  December  31, 1993,  1994,  1995,
1996 and 1997                                              100                 1         $      (1)        $       -
Twenty thousand for one forward
 Split of outstanding shares                         1,999,900                 -                 -                 -
Stock issued pursuant to an
 offering memorandum          - at $0.25               104,000            26,000                 -            26,000
Stock issued for cash         - at $0.15               200,000            30,000                 -            30,000
Net loss for the period ended
 December 31, 1998                                           -                 -           (25,095)          (25,095)
                                                    -----------       -----------       --------------     -----------
Balance, December 31, 1998                           2,304,000            56,001           (25,096)           30,905
Net loss for the period ended
 September 30, 1999                                          -                 -           (20,330)          (20,330)
                                                    -----------       -----------       --------------     -----------
Balance, September 30, 1999                          2,304,000          $ 56,001         $ (45,426)        $  10,575
                                                    ===========       ===========       ==============     ===========

</TABLE>






                             SEE ACCOMPANYING NOTES



                                       4
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                               September 30, 1999
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)



Note 1    Interim Reporting

          These financial  statements have not been audited or reviewed and have
          been prepared on a compilation basis only.  Readers are cautioned that
          these statements may not be appropriate for their purposes.  While the
          information presented in the accompanying interim nine month financial
          statements is unaudited, it 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 period
          presented.  It is suggested that these interim financial statements be
          read in conjunction  with the company's  annual  audited  December 31,
          1998 financial statements.

Note 2    Common Stock

          a)   Authorized:

               50,000,000 common shares, no par value

          b)   Issued:
<TABLE>
                                                                                             #                $
                                                                                        -----------      -----------
                  <S>                                                                     <C>            <C>
                   Issue of initial founders stock upon incorporation

                                                               - at $0.01                       100             1
                                                                                        -----------      -----------
                   Balance, December 31, 1997 and 1996                                          100             1
                   Twenty thousand for one forward split of outstanding stock
                                                                                          1,999,900             -
                   Stock issued for cash                       - at $0.15                   200,000        30,000
                   Stock issued pursuant to an offering memorandum
                                                               - at $0.25                   104,000        26,000
                                                                                        -----------      -----------
                  Balance, December 31, 1998 and September 30, 1999                       2,304,000        56,001
                                                                                        ===========      ===========
</TABLE>

          c)   Commitments:

               Offering Memorandum

               The company  received  $26,000 and issued 104,000 shares pursuant
               to an offering  memorandum  dated September 15, 1998. The company
               has also allotted  15,000  common  shares for future  issuance at
               $0.25 per common share pursuant to the offering.



                                       5
<PAGE>

Institute for Counselling Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999 (Stated in US Dollars)
(Unaudited - See Note 1) - Page 2



Note 3    Uncertainty Due to the Year 2000 Issue

          The Year 2000 Issue arises because many  computerized  systems use two
          digits rather than four to identify a year. Date-sensitive systems may
          recognize  the year  2000 as 1900 or some  other  date,  resulting  in
          errors  when  information  using the year 2000 date is  processed.  In
          addition, similar problems may arise in some systems which use certain
          dates in 1999 to represent  something other than a date.  Although the
          change in date has  occurred,  it is not possible to conclude that all
          aspects of the Year 2000 Issue that may affect the company,  including
          those related to  customers,  suppliers or other third  parties,  have
          been fully resolved.













                                       6
<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. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  the  actual  results,
performance  or  achievement of the Company,  or  developments  in the Company's
industry,  to differ  materially  from the anticipated  results,  performance or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors include, but are not limited to: the Company's limited operating history
and history of losses,  the Company's relative  concentration of customers,  the
risks related to the Company's  ability to commercialize  its technology,  risks
associated  with changes in market  demand for the Company's  technology,  risks
involving the management of growth and integration of acquisitions, competition,
product  development  risks and risks of  technological  change,  dependence  on
third-party  marketing  relationships  and suppliers,  the Company's  ability to
protect its intellectual  property rights and the other risks and  uncertainties
detailed in the Company's Securities and Exchange Commission filings.

     During our year ended September 30, 1999, the Company's  business  strategy
was to provide consulting  services to emerging and start up businesses involved
in the oil and gas sector.  The Company  also  examined  oil and gas projects of
merit with the intention of acquiring financing and developing those projects.

     Subsequent to September 30, 1999,  Institute for Counseling,  Inc. acquired
all of the issued and outstanding shares in the capital of China Broadband (BVI)
Corp., a company  incorporated  under the laws of the British Virgin Islands and
changed its name to China  Broadband  Corp.  The Company  began  implementing  a
business  strategy  to  become  a  leading  facilities-based  provider  of  high
capacity,  high  speed  Internet,  data and voice  services  in the major  urban
markets throughout the People's Republic of China.

Nine Month Period Ended September 30, 1999

     The Company had no significant business activities and had no revenues from
operations  during the nine-month  period ended  September 30, 1999.  During the
nine-month  period  ended,  the  Company  had  expenses  of  $20,330,  including
accounting  and audit expenses of $2,510;  legal expenses of $6,041;  consulting
fees of $2,300;  promotion and entertainment expenses of $4,865 and rent expense
of $3,980.  The  accounting  and auditing  expenses and the legal  expenses were
primarily a result of the increased professional fees associated with becoming a
reporting  issuer under the  Securities  Exchange Act of 1934,  as amended.  The
Company had a loss of $20,330 or $0.01 per share for the nine-month period ended
September 30, 1999.

Three Month Period Ended September 30, 1999

     The Company had no significant business activities and had no revenues from
operations  during the three-month  period ended September 30, 1999.  During the
three-month period ended, the Company incurred  accounting and audit expenses of
$1,510;  expenses  related  to  consulting  fees of $2,300  and rent  expense of
$2,050.  The Company also received a credit  towards legal fees in the amount of
$4,459.  The Company's net expenses for the  three-month  period ended September
30, 1999 was $898.  The Company  had a loss of $898 for the  three-month  period
ended September 30, 1999.

     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.



                                       7
<PAGE>

Liquidity and Capital Resources

     Since inception,  the Company has financed its operations primarily through
sales of its equity  securities.  As of September 30, 1999, the Company had cash
and cash equivalents of $22,869, and working capital of $10,575.  From inception
to September  30, 1999,  the Company had raised  approximately  $56,001 from the
sale of such securities.

Subsequent Events

     On April 14,  2000,  the Company  completed a  reverse-split  of its common
stock on a .65104 for 1 basis  reducing  the  Company's  issued and  outstanding
share capital to 1,500,000 shares of common stock. The Company also acquired all
of the issued and  outstanding  shares in the capital of China  Broadband  (BVI)
Corp.,  a company  incorporated  under the laws of the British  Virgin  Islands,
consisting of  15,000,000  common  shares in  consideration  for an aggregate of
13,500,000  of our shares of common  stock,  pursuant to a  securities  purchase
agreement.  On April 27, 2000,  the Company  filed  Articles of Amendment to the
Articles of  Incorporation  in the State of Nevada.  The former  shareholders of
China Broadband (BVI) became the  controlling  shareholders of China  Broadband,
Inc. The Company  owns a 50% interest in Big Sky Network  Canada Ltd., a British
Virgin Islands corporation,  and SoftNet Systems,  Inc., a Delaware corporation,
owns the remaining 50% interest.  SoftNet  Systems  acquired its 50% interest in
Big Sky Network by committing $2 million to fund Big Sky Network's deployment of
Internet access on Shekou CATV and by providing  $500,000 to Big Sky Network for
working capital.

     At the time of our  acquisition of China Broadband  (BVI),  China Broadband
(BVI) had the following assets:

     o    $2.5 million in cash;
     o    an executed  cooperation  joint  venture  agreement  with Shekou CATV,
          approved by regulators in China;
     o    letters  of intent to enter into  similar  cooperation  joint  venture
          agreements with Zhuhai CATV, Cheugdu CATV, Dalian Metropolitan Network
          Centre and Cixi CATV; and
     o    a management team experienced in negotiating cooperation joint venture
          agreements  to  implement a cable  broadband  fulfillment  strategy in
          China.

     Because the Company had only approximately  1,500,000 (post  reverse-split)
shares issued and  outstanding on the date of our acquistion of China  Broadband
(BVI),  the  13,500,000  new shares issued to the former  shareholders  of China
Broadband  (BVI)  represented  a  majority  holding of the  Company's  stock and
consequently such shareholders obtained control of the corporation. In instances
like this,  accounting  principles  require that the transaction be reflected in
financial statements as a "reverse acquisition" where the subsidiary essentially
acquires the parent.  In this form of accounting,  the statements are created by
aggregating  the  accounts  of the  subsidiary,  as would  have been the case if
shareholders of China Broadband  (BVI) 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,  the
financial  statements of the Company for periods  subsequent to the  acquisition
will include the accounts of China  Broadband  (BVI) 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.  Also,  according to proper
accounting  practice to portray China  Broadband Corp. and China Broadband (BVI)
as if they were operating as a single entity, transactions between the companies
will be eliminated.

     Subsequent to the nine-month  period ended  September 30, 1999, the Company
raised  cash of $3,750  pursuant  to the sale of 15,000  shares of common  stock
during the three-month period ended March 31, 2000.  Subsequent to the Company's
acquisition of China  Broadband  (BVI) on April 14, 2000, the Company  completed
three private placements of 3,336,667 shares of our common stock for proceeds of
$11,397,502.50.

PLAN OF OPERATION

     As of June 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 $8



                                       8
<PAGE>

million to $10 million  (primarily  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  our  business  strategy  of  becoming a leading
facilities-based  provider of 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.

PART II - OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS

          None.

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

          a)   Sales of Unregistered Securities

               None.

          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

     As of September 30, 1999,  there were no changes in or  disagreements  with
accountants on accounting or financial disclosure.

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          Exhibit
          Number                Description
          ------                -----------
           27                   Financial Data Schedule




                                       9
<PAGE>

                                   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:  July 3, 2000                  By:      /s/ Matthew Heysel
                                              ----------------------------------
                                              Name:    Matthew Heysel
                                              Title:   Chief Executive Officer


Date:  July 3, 2000                  By:      /s/ Thomas Milne
                                              ----------------------------------
                                              Name:    Thomas Milne
                                              Title:   Chief Financial Officer
                                                       (Principal Financial and
                                                        Accounting Officer)












                                       10

<PAGE>

                                 EXHIBIT INDEX

          Exhibit
          Number                Description
          ------                -----------
           27                   Financial Data Schedule