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

                                 FORM 10-QSB/A
                                Amendment No. 1


|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended June 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 0-28345

                              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, 440-2 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 June 30, 2000 was 18,341,517.

    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 JUNE 30, 2000


                                                                           PAGE
                                                                           ----
PART I - FINANCIAL INFORMATION

         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)    F-6





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

PART II - OTHER INFORMATION..................................................6

   ITEM 1.  LEGAL PROCEEDINGS................................................6

   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS........................6

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..................................6

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............6

   ITEM 5.  OTHER INFORMATION................................................6

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................7

SIGNATURES...................................................................7


                                       i

<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)





                                      F-1

<PAGE>


<TABLE>
<CAPTION>

                              CHINA BROADBAND CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                                  (US Dollars)
                                   (unaudited)


                                     ASSETS

                                                                 JUNE 30,           March 31,
                                                                   2000               2000
                                                             ---------------     ---------------

<S>                                                          <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                               $     9,690,074     $       738,201
     Interest receivable                                              39,240                   -
     Due from officers and employees (Note 4)                        215,056              28,942
     Prepaid expenses                                                 64,217                   -
                                                             ---------------     ---------------
                                                                  10,008,587             767,143

DUE FROM BIG SKY NETWORK CANADA LTD. (Note 6)                      1,995,465                   -

INVESTMENT IN BIG SKY NETWORK CANADA LTD. (Note 1)                   189,901                   -

FIXED ASSETS                                                          56,910                   -
                                                             ---------------     ---------------

                                                            $     12,250,863     $       767,143
                                                            ================     ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued liabilities               $         34,889     $             -
     Unearned revenue (Note 7)                                       416,666                   -
     Shareholder advances                                                  -              24,719
                                                            ----------------     ---------------

                                                                     451,555              24,719
                                                            ----------------     ---------------

MINORITY INTEREST                                                          -             230,000
                                                            ----------------     ---------------

STOCKHOLDERS' EQUITY
     Common shares (Note 3)                                       12,112,320             770,000
     Additional paid-in capital                                       15,235                   -
     Accumulated deficit                                            (328,247)           (257,576)
                                                            ----------------     ---------------

                                                                  11,799,308             512,424

                                                            $     12,250,863     $       767,143
                                                            ================     ===============

<FN>
     The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                              CHINA BROADBAND CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (US Dollars)
                                   (unaudited)


                                                               THREE MONTHS        February 1
                                                              ENDED JUNE 30,       to June 30,
                                                                   2000               2000
                                                            ----------------     ---------------

<S>                                                         <C>                  <C>
REVENUE
     TECHNICAL CONSULTING (NOTE 7)                          $         83,333     $        83,333

GENERAL AND ADMINISTRATIVE EXPENSES                                  184,278             441,854
      STOCK COMPENSATION                                              15,235              15,235
                                                            ----------------     ---------------

                                                                    (116,180)           (373,756)

EQUITY LOSS IN BIG SKY NETWORK CANADA LTD.                           (80,099)            (80,099)

INTEREST INCOME                                                      125,608             125,608
                                                            ----------------     ---------------

LOSS FOR THE PERIOD BEFORE PROVISION
     FOR INCOME TAXES                                                (70,671)           (328,247)

PROVISION FOR INCOME TAXES                                                 -                   -
                                                            ----------------     ---------------

LOSS FOR THE PERIOD                                         $        (70,671)    $      (328,247)
                                                            ================     ===============

BASIC LOSS PER SHARE                                        $           0.00     $         (0.03)
                                                            ================     ===============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                     15,415,070           9,679,276
                                                            ================     ===============

<FN>
     The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                              CHINA BROADBAND CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (US Dollars)
                                   (unaudited)



                                                                 Common
                                                              Accumulated
                                                                 Shares              Deficit
                                                            ---------------      ---------------


<S>                                                         <C>                  <C>
Balance, February 1, 2000                                   $        59,971      $             -

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

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

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

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

Share issuance costs                                                (50,183)                   -

Loss for the period                                                       -             (328,247)
                                                            ---------------      ---------------
Balance, June 30, 2000                                      $    12,112,320      $      (328,247)
                                                            ===============      ===============

<FN>
     The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                              CHINA BROADBAND CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                  (US Dollars)
                                   (unaudited)


                                                               THREE MONTHS        February 1
                                                              ENDED JUNE 30,       to June 30,
                                                                   2000               2000
                                                            ---------------     ---------------

<S>                                                         <C>                  <C>
OPERATING ACTIVITIES
     Loss for the period                                    $       (70,671)     $      (328,247)
     Add item not affecting cash
        Equity loss in Big Sky Network Canada Ltd.                   80,099               80,099
        Stock Compensation                                           15,235               15,235
     Changes in non-cash operating working capital                  137,265              133,042
                                                            ---------------      ---------------

                                                                    161,928              (99,871)
                                                            ---------------      ---------------

FINANCING ACTIVITIES
     Issue of common shares for cash                             11,892,503           11,892,503
     Share issuance costs                                           (50,183)             (50,183)
                                                            ---------------      ---------------

                                                                 11,842,320           11,842,320

INVESTING ACTIVITIES
     Increase in due from Big Sky Network Canada Ltd.            (1,995,465)          (1,995,465)
     Fixed asset additions                                          (56,910)             (56,910)
                                                            ---------------      ---------------

                                                                 (2,052,375)          (2,052,375)
                                                            ---------------      ---------------

INCREASE IN CASH AND CASH EQUIVALENTS                             8,951,873            9,690,074

CASH AND CASH EQUIVALENTS, beginning of period                      738,201                    -
                                                            ---------------      ---------------

CASH AND CASH EQUIVALENTS, end of period                    $     9,690,074      $     9,690,074
                                                            ===============      ===============


NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Shares issued to acquire investment in Big Sky
       Network Canada Ltd.                                          270,000              270,000

<FN>
     The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


                                      F-5

<PAGE>


                              CHINA BROADBAND CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                  (US Dollars)
                                   (unaudited)




1.       INCORPORATION AND NATURE OF BUSINESS

         INCORPORATION AND BACKGROUND

         China Broadband Corp. is a development  stage enterprise and is seeking
         to become a leading  facilities  based provider of high capacity,  high
         speed  internet,  data  and  voice  services  in  major  urban  markets
         throughout the People's Republic of China.

         On April 14, 2000, China Broadband Corp. (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
         China Broadband (BVI) Corp.

         As a result of the application of the accounting  principles  governing
         recapitalizations,  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  the  of  the
         outstanding  shares of Big Sky Network Canada 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 the CBB - BVI  constituting all of its issued and outstanding
         shares.


                                      F-6

<PAGE>

         On February 22, 2000, BSN issued an additional 10,000 shares to SoftNet
         Systems,  Inc. 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 Systems,  Inc. 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 June 30,  2000,  the  Corporation's  investment  in BSN is
         accounted for using the equity method.

         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.  ("Shenzhen  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 Shenzhen JV
         as cash or equipment.  BSN is also responsible for providing  technical
         support  to the  Shenzhen  JV.  Over the  Shenzhen  JV's  fifteen  year
         duration,  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
         Shenzhen JV for the first five years of its operation and is thereafter
         entitled to appoint three of the seven directors.

         UNCERTAINTIES AND RISK FACTORS

         The Corporation's  operations may be adversely  affected by significant
         political,  economic and social  uncertainties in the People's Republic
         of China. Although the government of the People's Republic of China 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  People's  Republic of China's  political,  economic and
         social  conditions.  There is also no  guarantee  that the  pursuit  of
         economic  reforms by the  government of the People's  Republic of China
         will be consistent or effective.

         The  People's  Republic  of China  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  People's  Republic  of China  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 People's
         Republic  of China.  The  Corporation  may not be able to  attract  and
         retain subscribers, or it may face intense competition which could have
         an


                                      F-7


<PAGE>


         adverse affect on the Corporation's  business,  financial condition and
         results of operations. The Corporation's services were launched on June
         30,  2000 and is  currently  expanding  its  subscriber  base in Shekou
         province.

         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.

         These 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 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.

         BASIS OF PRESENTATION

         These  consolidated  financial  statements  include the accounts of the
         Corporation  and its wholly owned  subsidiary,  CBB - BVI. All material
         intercompany accounts and transactions have been eliminated.



                                      F-8

<PAGE>


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.

         STOCK-BASED COMPENSATION

         In  accounting  for  our  employee  and  director  stock  options,  the
         Corporation has elected to follow  Accounting  Principles Board No. 25,
         "ACCOUNTING  FOR STOCK ISSUED TO  EMPLOYEES",  ("APB 25"),  and related
         interpretations. Pursuant to APB 25, the Corporation did not record any
         compensation  expense  for any period in these  consolidated  financial
         statements  insofar  as the  exercise  price  for all  options  we have
         granted to date to our employees and directors  have equaled the market
         price of the underlying common shares on the effective date of grant.

         Stock options issued to consultants  to the  Corporation  are accounted
         for at  fair  value  as  provided  for  under  Statement  of  Financial
         Accounting    Standards   No.   123,    "ACCOUNTING   FOR   STOCK-BASED
         COMPENSATION".  Options granted to consultants to the Corporation had a
         fair value that was different from the exercise price,  and accordingly
         compensation  expense  of  $15,235  was  recorded  in the  consolidated
         financial statements.


3.       COMMON STOCK

         AUTHORIZED

         The authorized  capital of the Corporation is 50,000,000  common shares
         having a par value of $0.001 each.
<TABLE>
<CAPTION>

         ISSUED
                                                                                            NUMBER          AMOUNT
                                                                                       --------------   ---------------

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

         Share consolidation                                                                 (809,150)                -

         Common shares issued on April 14, 2000 for the outstanding
              shares of China Broadband (BVI) Corp. upon recapitalization                  13,500,000           710,029

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



                                      F-9

<PAGE>
<CAPTION>


         <S>                                                                               <C>          <C>
         Shares issued for cash pursuant to private placement agreements at
              $1.00 per share                                                               1,530,000         1,530,000

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

         Share issuance costs                                                                       -           (50,183)
                                                                                       --------------   ---------------
                                                                                           18,341,517   $    12,112,320
                                                                                       ==============   ===============
</TABLE>


         OPTIONS

         On April  14,  2000,  the  Corporation  granted  options  to  officers,
         directors  and  consultants  to the  Corporation  to acquire  4,175,000
         common shares of the  Corporation at a price of $1.00 per share.  These
         options are fully vested at the date of grant,  and expire on April 14,
         2005.


4.       INVESTMENT IN PARTIALLY OWNED EQUITY AFFILIATE

         The Corporation owns 50% of BSN. Summarized  financial  information for
         BSN at June 30, and for the period ended, is as follows:


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

         Current assets                                             1,565,840
         Investment in Shekou Joint Venture                         2,769,408
                                                                    ---------
         Total assets                                               4,335,248
                                                                    ---------

         Current liabilities                                        1,995,465
         Total stockholders' equity                                 2,339,783
                                                                    ---------
         Total liabilities and equity                               4,335,248
                                                                    ---------

         Net Loss                                                     160,217
                                                                    =========



5.       DUE FROM OFFICERS AND EMPLOYEES

         Amounts  due from  officers  and  employees  are  advances  for  travel
         expenses, are non-interest bearing and payable on demand.


6.       DUE FROM BIG SKY NETWORK CANADA LTD.

         The advance is non-interest bearing, unsecured and payable on demand.


7.       UNEARNED REVENUE

         The  Corporation  received  a  $500,000  advance  payment  from Big Sky
         Network Canada Ltd. for technical consulting services to be provided by
         the  Corporation  to BSN over a twelve month period  commencing in May,
         2000.


                                      F-10

<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.

OVERVIEW

         China Broadband Corp., through our investment in Big Sky Network Canada
Ltd. ("Big Sky Network"), a British Virgin Islands corporation,  seeks 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.  We own a 50%  interest  in Big  Sky  Network.  See  "History  of the
Company."   Through  the  local  fixed  hybrid   optical   fibre-coaxial   cable
architecture  of  existing  cable  television  networks  in China,  we intend to
provide broadband (i.e., high capacity, high speed) data transport and dedicated
Internet  access  to  businesses,   individuals,   telecommunications  carriers,
Internet service providers, Internet content providers, e-commerce providers and
systems integrators.

         Big  Sky  Network  has  formed  joint   ventures  with  existing  cable
television  operators in China to provide broadband services in China. The first
joint  venture  received  governmental  approval  and began  offering  broadband
services at Shekou, China on June 30, 2000. Big Sky Network has executed a joint
venture  agreement with Chengdu CATV to begin Internet service in the provincial
capital of Sichuan  Province and has signed  letters of intent with Zhuhai CATV,
Dalian  Metropolitan  Network Centre and Cixi CATV. Under the terms of the joint
ventures,  Big Sky Network's joint venture partners  provide  bandwidth on their
existing  optical  fibre-coaxial  cable  systems to enable the joint  venture to
provide 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.

         Big Sky Network is also  negotiating  additional  agreements with cable
television operators throughout China.

HISTORY OF THE COMPANY

         Prior to March 31, 2000, China Broadband  Corp.'s  (formerly  Institute
for Counselling,  Inc.) 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.

         On April 14,  2000,  China  Broadband Corp.  completed a  reverse-split
of its common stock on a .65108 for 1 basis reducing its issued and  outstanding
share capital to 1,509,850 shares of common stock.

         On April 14, 2000, China Broadband Corp. 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. 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
developing a business to become a  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.  Big Sky  Network had an executed
cooperation  joint  venture  agreement  with Shekou  CATV and  Chengdu  CATV and


                                       1

<PAGE>

letters of intent to enter into similar  cooperation  joint  venture  agreements
with  Zhuhai  CATV,  Dalian  Metropolitan  Network  Centre and Cixi CATV.  China
Broadband  (BVI) Corp.  acquired  50,000 shares,  representing a majority of the
issued and  outstanding  capital stock of Big Sky Network on March 1, 2000.  Big
Sky Network issued to Softnet  Systems,  Inc. 10,000 shares on February 22, 2000
for $500,000 and 40,000 shares for $2,000,000 on April 25, 2000.

         China Broadband Corp. acquired all of the issued and outstanding shares
of China Broadband  (BVI) Corp. in exchange for 13,500,000  shares of its common
stock on April 14, 2000.  Because China  Broadband  Corp.  had  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 China
Broadband Corp. In instances like this, generally accepted accounting principles
require  that  the  transaction  be  reflected  in  financial  statements  as  a
recapitalization of the legal parent, China Broadband Corp., and China Broadband
(BVI) Corp.  is treated as the  acquiring  or  continuing  entity for  financial
accounting  purposes.  The  financial  statements  of the  Company  for  periods
subsequent to the acquisition will include the accounts of China Broadband (BVI)
Corp. and Big Sky Network for the full fiscal period,  and the accounts of China
Broadband Corp. for the period following the date of acquisition.

         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. on April 14, 2000,  China  Broadband  Corp.  completed three private
placements of 3,336,667 shares of its common stock for proceeds of $11,392,502.

         On April 27, 2000, Institute for Counselling, Inc.  changed its name to
"China Broadband Corp."

         The "Company" refers to China Broadband Corp. and its subsidiaries.

THREE MONTH PERIOD ENDED JUNE 30, 2000

         The  Company  was  formed on  February  1,  2000,  and had no  business
activities  prior to that time.  The  discussion  set forth below  describes the
result of operation for the three-month period ended June 30, 2000.

         Revenues.  During the fiscal  quarter ended June 30, 2000,  the Company
had earned  revenues  of $83,333  revenues  by  providing  technical  consulting
services  to Big Sky  Network  for the months of May and June 2000.  The Company
earns $41,667 per month  providing these services to Big Sky Network and expects
this revenue to continue to May, 2001. The Company also earned  interest  income
of $125,608 from its cash and short-term deposits.

         Expenses.  The Company incurred general operating expenses of $184,278.
These  expenses  included  accounting  and audit  expenses  of $28,376 and legal
expenses of $47,050  related to the  preparation of the Company's  reports under
the Securities Exchange Act of 1934, as amended.  Consulting expenses of $52,890
and travel expenses of $45,420 were incurred during the three month period ended
June 30, 2000  primarily  related to the  negotiation  of various  joint venture
agreements  in China,  including the 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 third and fourth  quarters of 2000 as the  Company's  joint
venture operations begin to develop broadband service offerings in China and the
Company increases efforts to enter into additional joint ventures.

         Loss.  The  Company  had a loss of $116,180  from its  operations.  The
Company  also  recorded an equity loss of $80,099  related to Big Sky  Network's
ongoing operating expenses incurred by the first joint venture offering services
in Shekou,  China, leasing office space and hiring employees to commence signing
up  subscribers.  The Company's loss for the  three-month  period ended June 30,
2000, after interest income of $125,608, was of $70,671. The Company anticipates
that losses  will  increase  in the third and fourth  quarters  of 2000,  due to
expenses related to expanding its business  operations to facilitate  additional
joint venture relationships. The Company also anticipates


                                       2

<PAGE>

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 June 30, 2000 is $nil.

         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 JUNE 30, 2000.

         The  Company  was  formed on  February  1,  2000,  and had no  business
activities  prior to that time. 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 June 30, 2000
the  Company's  investment  in Big Sky Network is accounted for using the equity
method, resulting in an equity loss of $80,099 for the period.

         Revenues.  During the period from inception  (February 1, 2000) through
June 30, 2000,  the Company  earned  revenues of $83,333 by providing  technical
consulting  services to Big Sky Network for the months of May and June 2000. The
Company earns $41,667 per month  providing these services to Big Sky Network and
expects this revenue to continue to May, 2001. The Company also earned  interest
income of $125,608 from its cash and short-term deposits.

         Expenses.  The Company incurred general operating expenses of $441,854.
These  expenses  included  accounting  and audit  expenses  of $28,345 and legal
expenses of $95,739  related to the  preparation of the Company's  reports under
the Securities Exchange Act of 1934, as amended.  Consulting expenses of $52,890
and travel  expenses of $156,898 were incurred  during the period ended June 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  in future  periods as the Company  begins to  implement  its  business
strategy.

         Loss. The Company had a loss of $373,756 from its operations during the
period.  The Company also recorded an equity loss of $80,099  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  period  from
inception  (February 1, 2000) through June 30, 2000,  after  interest  income of
$125,608,  was of $328,247 or $0.03 per share.  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.  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.

         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 June 30,  2000,  the  Company  had cash and cash  equivalents  of
$9,690,074, and working capital of $9,557,032.  Since inception, the Company has
financed its  operations  primarily  through sales of its equity  securities and
raised a total of $11,842,320, net of share issuance costs of $50,183.

         During the quarter ended June 30, 2000, the Company raised  $11,392,503
through the issuance of common  stock,  and  incurred  share  issuance  costs of
$50,183. Cash increased from $738,201 at the beginning of the period to


                                       3

<PAGE>

$9,690,074,  an increase of $8,951,873.  During the quarter ended June 30, 2000,
the Company used cash of $2,552,375. During the quarter ended June 30, 2000, the
Company invested $189,901 in Big Sky Network to meet its 50% working interest in
the Skekou joint venture.  In addition,  the Company advanced  $1,995,465 to Big
Sky  Network,  allowing Big Sky to fund its  monetary  commitment  to the Shekou
joint venture. In addition, the company had fixed asset additions of $56,910.

         Operating  activities  included a loss of $55,436 for the quarter and a
non-cash  equity  loss in Big Sky  Network of $80,099 and an inflow of cash flow
from  changes  in  non-cash  working  capital  accounts  of  $137,265  resulting
primarily from an increase in deferred revenue of $416,667 related to an advance
by Big Sky  Network  Canada  Ltd.  Systems,  Inc.  of ten  months  of  technical
consulting  fees,  offset by increases of $186,114 to advances  receivable  from
officers  and  employees  for travel  advances  and an  increase  of $64,217 for
prepaid expenses related to deposits on furniture and rent,  retainers for legal
firm and transfer agent, and accrued interest receivable of $39,240.

         During the quarter ended June 30, 2000, China Broadband Corp. completed
the following transactions related to its common stock:

             -    On  April  14,  2000,   China  Broadband  Corp.   completed  a
                  reverse-split  of its  common  stock on a  .65108  for 1 basis
                  reducing  its  issued  and  outstanding   share  capital  from
                  2,319,000 to 1,509,850 shares of common stock.

             -    On April 14, 2000, China  Broadband  Corp.  issued  13,500,000
                  shares of common stock for all  of  the issued and outstanding
                  stock of China Broadband (BVI) Corp.

             -    On April 14, 2000,  China  Broadband  Corp. granted options to
                  officers,  directors and consultants to China Broadband  Corp.
                  exercisable  to  acquire a total of  4,175,000 shares at $1.00
                  per share. These options were fully vested and expire on April
                  14, 2005.

             -    In April 2000,  China Broadband issued 500,000 shares at $0.20
                  per  share;  in May 2000,  China  Broadband  issued  1,530,000
                  shares at $1.00 per  share and  1,301,667  shares at $7.50 per
                  share. Total gross proceeds were $11,392,503.

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 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.


                                       4

<PAGE>


SUBSEQUENT EVENTS

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

             -    Big  Sky  Network  Canada  Ltd.  executed   a  joint   venture
                  agreement  dated July 8, 2000 with  Chengdu  Huayu Information
                  Co. Ltd., the municipal network company, to provide high-speed
                  Internet  access  via  the  cable television  architecture  in
                  Chengdu, the provincial capital of Sichuan Province.

             -    Big Sky Network Canada Ltd. entered into a strategic  alliance
                  on  July 21,2000  with  Chengdu Huayu  Information Co. Ltd. to
                  build  a  fiber optic  network  to  connect  cities in Sichuan
                  Province.

             -    China Broadband replaced Amisano Hanson, Chartered Accountants
                  as its independent  auditor with Arthur Andersen LLP on August
                  24, 2000.


                                       5

<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 April 14, 2000,  China  Broadband Corp.  issued  13,500,000
                  shares of common  stock for all of the issued and  outstanding
                  stock of China Broadband (BVI) Corp. Theses shares were issued
                  pursuant to an exemption from  registration  under Rule 506 of
                  Regulation D promulgated  under the Securities Act of 1933, as
                  amended.

                  On April 14, 2000,  China Broadband  Corp.  granted options to
                  officers,  directors and  consultants to China Broadband Corp.
                  exercisable  to  acquire  a total of  4,175,000  at $1.00  per
                  share.  Theses securities were issued pursuant to an exemption
                  from  registration  under Rule 506 of Regulation D promulgated
                  under the Securities Act of 1933, as amended.

                  On April 14, 2000, China Broadband Corp. issued 500,000 shares
                  to accredited  investors at $0.20 per share for gross proceeds
                  of  $100,000.  Theses  securities  were issued  pursuant to an
                  exemption  from  registration  under Rule 506 of  Regulation D
                  promulgated under the Securities Act of 1933, as amended.

                  On May 12, 2000, China Broadband Corp. issued 1,530,000 shares
                  to accredited  investors at $1.00 per share for gross proceeds
                  of $1,530,000.  Theses  securities  were issued pursuant to an
                  exemption  from  registration  under Rule 506 of  Regulation D
                  promulgated under the Securities Act of 1933, as amended.

                  On May 12, 2000, China Broadband Corp. issued 1,301,667 shares
                  to accredited  investors at $7.50 per share for gross proceeds
                  of $9,762,703.  Theses  securities  were issued pursuant to an
                  exemption  from  registration  under Rule 506 of  Regulation D
                  promulgated under 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 June 30,  2000,  there were no changes in or
disagreements with accountants on accounting or financial disclosure.  On August
24, 2000, China Broadband Corp. replaced Amisano Hanson,  Chartered  Accountants
as its independent auditor with Arthur Andersen LLP. China Broadband Corp. filed
a current  report on Form 8-K to report  the  change in  auditors  on August 24,
2000.


         On September 22, 2000,  China Broadbank Corp.  replaced Arthur Andersen
LLP as its independent auditor with Deloitte & Touche LLP. China Broadband Corp.
filed a current report in Form 8-K to report the change in auditors on September
26, 2000.


                                       6

<PAGE>


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

         (a)      Exhibits.

                  None.

         (b)      Reports on Form 8-K.

                  Form 8-K filed on April 28,  2000,  reporting  acquisition  of
                  China Broadband (BVI) Corp.

                  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.

                                   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 9, 2000              By:      /s/ MATTHEW HEYSEL
                                             --------------------------------
                                             Name:  Matthew Heysel
                                             Title: Chief Executive Officer


Date:  November 9, 2000              By:      /s/ THOMAS MILNE
                                             -----------------------------------
                                             Name:  Thomas Milne
                                             Title: Chief Financial Officer
                                             (Principal Financial and Accounting
                                             Officer)


                                       7