SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB /A
 Amendment No.
1
 
 xAnnual report
under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year
ended December 31, 2007.
 
 oTransition report under
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
period from ______________ to ______________
 
 
 Commission
file number: 000-32309
 
 CABLE
NET INC.
 (Exact
name of small business issuer as specified in its charter)
 
 
 
 NEVADA
              86-1010155(State
      or other jurisdiction of incorporation or organization)
              (I.R.S. Employer
      Identification No.)
   4500
Bankers Hall East 855 - 2nd Street S.W. Calgary, Alberta T2P 4K7
 (Address
of principal executive office) (Zip Code)
   403-298-3100
 (Issuer's
telephone number)
 
 Securities
registered under Section 12(b) of the Exchange Act: None
 
 Securities
registered under Section 12(g) of the Exchange Act: None
  Common
Stock, Par Value $.001 Per Share
 (Title of
class)
  
 1
  Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act 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 oNo x
   Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
  Yes xNo o
   Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. x
 
  State
issuer's revenues for its most recent fiscal year. $ 0
 
  As of
December 31, 2007, we had 7,000,000 shares of our $0.001 par value common stock
issued and outstanding. As there is no public trading market for our securities,
we are unable to determine the aggregate market value of the common stock, our
only class of voting stock, held by nonaffiliates.
 
  DOCUMENTS INCORPORATED BY
REFERENCE
 None
 
  To
simplify the language in this Form 10-KSB, Cable Net, Inc. is referred to herein
as the "Company" or "We."
            2
  EXPLANATORY
NOTE
  Cable
Net, Inc. is filing an amended Form 10-KSB for Fiscal Year ended December 31,
2007, because it's original report failed to disclose management's assessment
and conclusion in respect of Internal Controls over Financial
Reporting.
  PART
II


ITEM
8A. CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in the reports
filed under the Securities Exchange Act of 1934 is accumulated and communicated
to management, including our Chief Executive Officer, as appropriate, to allow
timely decisions regarding required disclosure.
  At the
end of the period covered by this report, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15 and 15d-15(e). This evaluation
was done under the supervision and with the participation of our Principal
Executive Officer. Due to the lack of any revenue generating activities, and the
limited expenses incurred to maintain corporate existence and compliance, the
nature of our business is simple. Our President is currently the only active
person in the Company who relies mainly on outside professionals retained to
assist him in the required information gathering and reporting process.
Notwithstanding the foregoing, our President has concluded that our disclosure
controls and
procedures are not effective because we failed to disclose in our original Form
10-KSB management's assessment and conclusion in respect of Internal Controls
over Financial Reporting.
  Managements
Assessment and Conclusion in Respect of Internal Controls over FinancialReporting
  Management
is responsible for establishing and maintaining adequate internal controls over
financial reporting for the Company.
  Due to
the lack of any revenue generating activities, and the limited expenses incurred
to maintain corporate existence and compliance, the nature of the Company's
business is simple. Our President is currently the only active person in the
Company. All expenses of the Company are funded by another corporation of which
the President of the Company is the president and principal executive officer.
No expenses of the Company can be incurred or funded without the approval of the
President of the Company. At the end of the period covered by this report, we
carried out an assessment of the effectiveness of our internal controls over
financial reporting. This assessment was done under the supervision and with the
participation of our President.
  Based
on management's assessment of the effectiveness of the Company's internal
control over financial reporting as of the end of the Company's most recent
fiscal year, management has concluded that the Company's internal control over
financial reporting is effective and will prevent or detect on a timely basis
any reasonable possibility of a material misstatement of the Company's annual or
interim financial statements.
  Management's
evaluation and assessment of the Company's internal control over financial
reporting was conducted in accordance with Release Nos. 38-8810 - Commission
Guidance Regarding Management's Report on Internal Control Over Financial
Reporting under Section 13(a) or 15(d) of the Securities Exchange Act of
1934.
  This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only Management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
  During
our most recent fiscal quarter, concluding the end of the fiscal year, there
were no changes in our procedures constituting internal controls over financial
reporting that materially affected, or are reasonably likely to materially
affect, our financial reporting.
 4
  ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K
 
 Exhibits
 
 (a)
Exhibits
 
 EXHIBIT
 NUMBER
              DESCRIPTION10.1
              Articles
      of Incorporation*10.2
              Bylaws*31.1
              Certificate
      of CEO as Required by Rule 13a-14(a)/15d-1431.2
              Certificate
      of CFO as Required by Rule 13a-14(a)/15d-1432.1
              Certificate
      of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR
      240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United
      States Code
 
 *Incorporated by Reference on Form
10SB12G filed February 7, 2001, and amended on March 13,
2001.
  (b)
Reports on Form 8-K
 None
   5
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunder duly authorized.
  CABLE
      NET INC.(Registrant)Date:  September
      17, 2008
              By:
              /s/ Frank
      MarascoFrank
      MarascoTitle :
      President and Director
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
  CABLE
      NET INC.(Registrant)Date:  September
      17, 2008
              By:
              /s/ Frank
      MarascoFrank
      MarascoTitle :
      President and Director
      6