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

                       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 March 31, 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 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 March 31, 2000 was 2,319,500.

     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 March 31, 2000

<TABLE>

                                                                         Page

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

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

               Institute for Counseling, Inc. .............................1
                    Balance Sheet .........................................1
                    Statement of Loss and Deficit .........................2
                    Statement of Cash Flow ................................3
                    Statement of Stockholders' Equity (Deficiency) ........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
                      March 31, 2000 and December 31, 1999
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>

                                    ASSETS                                      March 31,          December 31,
                                                                                   2000                 1999
                                                                               ------------         ------------
<S>                                                                            <C>                   <C>
Current
   Cash                                                                        $    6,396            $  16,089
   Accounts receivable                                                              1,376                3,032
                                                                               ------------         ------------
                                                                               $    7,772            $  19,121
                                                                               ============         ============
                                   LIABILITIES

Current
   Accounts payable                                                            $   11,663            $  16,250
                                                                               ------------         ------------

                        STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock - Note 2                                                              59,751               56,001
Deficit accumulated during the development stage                                  (63,642)             (53,130)
                                                                               ------------         ------------
                                                                                   (3,891)               2,871
                                                                               ------------         ------------
                                                                               $    7,772            $  19,121
                                                                               ============         ============
</TABLE>


Commitments - Note 2
Subsequent Events - Note 3





                             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 three month periods ended March 31, 2000 and 1999 and for the
        period February 9, 1993 (Date of Incorporation) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


<TABLE>
                                                                                                            February 9, 1993
                                                                                                            (Date of Incor-
                                                                         (3 months)         (3 months)         poration) to
                                                                          March 31,          March 31,          March 31,
                                                                            2000               1999                2000
                                                                       ------------        -----------       ---------------
<S>                                                                    <C>                 <C>               <C>
Expenses
   Accounting and audit                                                $      3,256        $        -        $   11,229
   Foreign exchange                                                             634               121               918
   Legal                                                                      1,348             4,000            18,671
   Filing fees                                                                    -               355               355
   Management services                                                            -                 -            10,700
   Consulting                                                                 3,200                 -             7,800
   Rent                                                                       2,074             1,505             9,104
   Promotion                                                                      -             4,865             4,865
                                                                       ------------        -----------       ---------------
Net loss for the period                                                      10,512            10,846         $  63,642

Deficit, beginning of the period                                             53,130            25,096
                                                                       ------------        -----------
Deficit, end of the period                                              $    63,642        $   35,942
                                                                       ============        ===========
Net loss per share                                                      $     0.005        $    0.005
                                                                       ============        ===========
Weighted average number of shares
 outstanding (on a post forward split basis)                              2,311,500         2,304,000
                                                                       ============        ===========

</TABLE>


                             SEE ACCOMPANYING NOTES



                                       2
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
      for the three month periods ended March 31, 2000 and 1999 and for the
       period February 9, 1993 (Date of Incorporation) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


<TABLE>
                                                                                            February 9, 1993
                                                                                            (Date of Incor-
                                                         (3 months)        (3 months)         poration) to
                                                          March 31,         March 31,          March 31,
                                                            2000              1999                2000
                                                        ------------      -----------       ---------------
<S>                                                     <C>              <C>                 <C>
Cash Flows from Operating Activities
  Net loss for the period                               $  (10,512)      $   (10,846)        $   (63,642)

  Changes in non-cash working capital
   balances related to operations
   Accounts receivable                                       1,656              (462)             (1,376)
   Accounts payable                                         (4,587)          (13,528)             11,663
                                                        ------------      -----------       ---------------
                                                           (13,443)          (24,836)            (53,355)
                                                        ------------      -----------       ---------------

Cash Flows from Financing Activity
  Common stock issued                                        3,750                 -              59,751
                                                        ------------      -----------       ---------------

Increase (decrease) in cash during the period               (9,693)          (24,836)              6,396

Cash, beginning of the period                               16,089            53,925                   -
                                                        ------------      -----------       ---------------

Cash, end of the period                                $     6,396       $    29,089         $     6,396
                                                        ============      ===========       ===============
</TABLE>







                             SEE ACCOMPANYING NOTES


                                       3
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
    for the period February 9, 1993 (Date of Incorporation) to March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)




<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
 December 31, 1999                                           -                 -           (28,034)          (28,034)
                                                    -----------       -----------       --------------     -----------
Balance, December 31, 1999                           2,304,000          $ 56,001         $ (53,130)        $   2,871
Stock issued pursuant to an
 offering memorandum          - at $0.25                15,000             3,750                 -             3,750
Net loss for the period ended
 March 31, 2000                                              -                 -           (10,512)          (10,512)
                                                    -----------       -----------       --------------     -----------
Balance, March 31, 2000                              2,319,000          $ 59,751         $ (63,642)        $  (3,891)
                                                    ===========       ===========       ==============     ===========

</TABLE>




                             SEE ACCOMPANYING NOTES


                                       4
<PAGE>

                         INSTITUTE FOR COUNSELLING INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)

Note 1    Interim Reporting

          While the  information  presented in the  accompanying  interim  three
          months 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.  All adjustments are of a normal  recurring
          nature.  It is suggested  that these interim  financial  statements be
          read in  conjunction  with the  company's  December  31,  1999  annual
          audited financial statements.

Note 2    Common Stock - Note 3

          a)   Authorized:

               50,000,000 common shares, par value $0.001 per share.

               On  March  22,  2000,   the  company   amended  the  articles  of
               incorporation  to change the common  shares  from no par value to
               par value of $0.001. This change has no effect on stock issued to
               March 31, 2000.

          b)   Commitment:

               In March 2000, the company  entered into a purchase  agreement to
               acquire 100% of the  outstanding  shares of China Broadband (BVI)
               Corp  ("CBB") for  13,500,000  common new shares.  CBB owns a 50%
               interest  in  Big  Sky  Network   Canada  Ltd.,  a  company  duly
               incorporated under the laws of the British Virgin Islands.

               Prior to closing  this  transaction,  the  company  has agreed to
               effect a share  consolidation on the basis of  consolidating  one
               old share for  0.65104  new shares and  changed its name to China
               Broadband Corp.

Note 3    Subsequent Events

          Subsequent to March 31, 2000, the company:

          i)   consolidated its capital stock on a one old share for 0.65104 new
               share basis and changed its name to China Broadband Corp.; and

          ii)  issued 13,500,000 post-consolidated common shares pursuant to the
               acquisition of China Broadband (BVI) Corp.  (Note 2).

          iii) issued  500,000   post-consolidated  common  shares  pursuant  to
               private placement agreements at $0.20 per share.



                                       5
<PAGE>

Institute for Counselling Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000
(Stated in US Dollars)
(Unaudited) - Page 2



Note 3    Subsequent Events - (cont'd)

          iv)  issued  1,535,000  post-consolidated  common  shares  pursuant to
               private placement agreements at $1.00 per share

          v)   issued  1,301,667  post-consolidated  common  shares  pursuant to
               private placement agreements at $7.50 per share.

Note 4    Comparative Figures

          The comparative figures for the three months ended March 31, 1999 were
          prepared by management and were neither audited nor reviewed.

Note 5    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 March 31, 2000, 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 March 31, 2000, China Broadband Corp. (formerly 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 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.

Three Month Period Ended March 31, 2000 compared to the Three Month Period ended
March 31, 1999.

     The Company had no significant business activities and had no revenues from
operations  during  either the  three-month  period  ended March 31, 2000 or the
three-month  period ended March 31, 1999.  During the fiscal quarter ended March
31, 2000,  the Company had expenses of $10,512,  compared to expenses of $10,846
for the same period in 1999.  Accounting and audit expenses  increased to $3,256
for the  three-month  period  ended March 31, 2000  compared to nil for the same
period in 1999 as a result of the Company  becoming a reporting issuer under the
Securities Exchange Act of 1934, as amended.  Legal expenses decreased to $1,348
for the three-month  period ended March 31, 2000,  compared to $4,000 during the
same period in 1999.  Consulting  expenses  were $3,200  during the  three-month
period  ended March 31, 2000  compared  to nil for the same  period  1999.  Rent
expense  increased  to $2,074 for the  three-month  period ended March 31, 2000,
compared  to $1,505  during the same  period in 1999.  The  Company  incurred no
promotional expenses during the three-month period ended March 31, 1999 compared
to $4,865  during the same period in 1999.  The Company had a loss of $10,512 or
$0.005 per share for the three month period ended March 31, 2000,  compared to a
loss of $10,846 or $0.005 for the three month period ended March 31, 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.

Liquidity and Capital Resources

     Since inception,  the Company has financed its operations primarily through
sales of its equity  securities.  As of March 31, 2000, the Company had cash and
cash  equivalents of $6,396,  and working  capital of $3,891.  From inception to
March 31, 2000,  the Company had raised  approximately  $59,751 from the sale of
such  securities,  including  $3,750  pursuant  to the sale of 15,000  shares of
common stock during the three-month period ended March 31, 2000.

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




                                       7
<PAGE>

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 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 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




                                       8
<PAGE>

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

     The  Company  issued  15,000  shares  of  common  stock at $0.25  per share
pursuant  to an  exemption  from  registration  under Rule 506 of  Regulation  D
promulgated under the Securities Act of 1933, as amended, during the three-month
period ended March 31, 2000.

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

          None.

     ITEM 5. OTHER INFORMATION

     As of March 31,  2000,  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