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| Nevada                                                              |   | 20-1778374                                |
|---------------------------------------------------------------------|--------|-------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) |   | (I.R.S.      Employer Identification No.) |

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| Title of each      class |   | Name of each exchange      on which registered |
|--------------------------|--------|------------------------------------------------|
| None                     |   | None                                           |

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| Large      Accelerated Filer  o                                      | Accelerated      Filer o                    |
|--------------------------------------------------------------------------------|---------------------------------------------|
| Non-Accelerated      Filer o(Do      not check if a smaller reporting company) | Smaller      reporting company  x |

DOCUMENTS INCORPORATED BYREFERENCE

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                         |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              |   | Share      Exchange Agreement, dated as of January 23, 2007, by and among the      Company, China Broadband, Ltd. and its shareholders. [incorporated by      reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-KSB      filed May 25, 2007] |
|             |   |                                                                                                                                                                                                                                                                |
| 3.1              |   | Articles      of Incorporation of the Company, as amended to date.*                                                                                                                                                                                                 |
|             |   |                                                                                                                                                                                                                                                                |
| 3.2              |   | Bylaws      of the Company, as amended to date.*                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                |
| 4.1              |   | Form      of Note Purchase Agreement, dated June 30, 2009, among the Company and      certain investors. [Incorporated by reference to Exhibit 4.1 to the      Company’s Current Report on Form 8-K filed on July 6,  2009]                                   |
|             |   |                                                                                                                                                                                                                                                                |
| 4.2              |   | Form      of 5% Convertible Promissory Note, issued as of June 30, 2009.      [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report      on Form 8-K filed on July 6, 2009]                                                               |
|             |   |                                                                                                                                                                                                                                                                |
| 4.3              |   | Form      of 5% Convertible Promissory Note, issued as of January 11, 2008.      [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report      on Form 8-K filed on January 17, 2008]                                                        |
|             |   |                                                                                                                                                                                                                                                                |
| 4.4              |   | Form      of Class A Warrant, issued as of January 11, 2008. [Incorporated by      reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K      filed on January 17, 2008]                                                                      |
|             |   |                                                                                                                                                                                                                                                                |
| 4.5              |   | Form      of Broker’s Common Stock Warrant, issued as of January 11, 2008.      [Incorporated by reference to Exhibit 10.6 to the Company’s Current Report      on Form 8-K filed on January 17, 2008]                                                  |
|             |   |                                                                                                                                                                                                                                                                |
| 4.6              |   | Form      of Warrant Amendment, dated March 2008 [Incorporated by reference to      Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8,      2008]                                                                                       |
|             |   |                                                                                                                                                                                                                                                                |
| 4.7              |   | Form      of 7% Convertible Promissory Note issued by China Broadband, Ltd. and      assumed by the Company. [incorporated by reference to Exhibit 4.2 to the      Company’s Current Report on Form 8-K filed March 20,  2007]                                |
|             |   |                                                                                                                                                                                                                                                                |
| 4.8              |   | Form      of Warrant, issued as of January 23, 2007. [incorporated by reference to      Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20,      2007]                                                                                   |
|             |   |                                                                                                                                                                                                                                                                |
| 4.9              |   | Form      of Warrant, issued as of January 23, 2007 to Maxim Financial Corporation.      [incorporated by reference to Exhibit 10.5 to the Company’s Current Report      on Form 8-K filed March 20, 2007]                                                    |
|             |   |                                                                                                                                                                                                                                                                |
| 4.10             |   | Form      of Warrant, issued as of January 23, 2007 to BCGU, LLC. [incorporated by      reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-KSB      filed May 25, 2007]                                                                     |
|             |   |                                                                                                                                                                                                                                                                |
| 4.11             |   | Form      of Registration Rights Agreement, dated as of January 23, 2007      [incorporated by reference to Exhibit 4.1 to the Company’s Current Report      on Form 8-K filed March 20, 2007]                                                                |

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| 10.1   |   | Form      of Stock Purchase Agreement, dated as of June 30, 2009, among the Company      and certain investors [Incorporated by reference to Exhibit 10.2 to the      Company’s Current Report on Form 8-K filed on July 6,  2009]                                                                                                                                                                                                                                                |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2   |   | Form      of Waiver Letter, dated as of June 30, 2009, between the Company and      certain existing note holders [Incorporated by reference to Exhibit 10.1      to the Company’s Current Report on Form 8-K filed on July 6,      2009]                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3   |   | Form      of Subscription Agreement, dated as of January 11, 2008, between the      Company and certain investors. [Incorporated by reference to Exhibit 4.1      to the Company’s Current Report on Form 8-K filed on January 17,      2008]                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4   |   | Form      of Funds Escrow Agreement, dated January 11, 2008, by and among the      Company, Grushko and Mittman, P.C., and      investors.  [Incorporated by reference to Exhibit 10.4 to the      Company’s Current Report on Form 8-K filed on January 17,      2008]                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5   |   | Settlement      Agreement, dated January 11, 2008, by and among the Company, China      Broadband Ltd., Stephen Cherner, Maxim Financial Corporation, Mark L.      Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng,      Chardan Capital Markets, LLC, Jaguar Acquisition Corporation, and China      Cablecom Holdings, Ltd. [Incorporated by reference to Exhibit 10.1 to the      Company’s Current Report on Form 8-K filed on January 17,      2008] |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.6   |   | Form      of Subscription and Release Agreement, dated March 2008 [Incorporated by      reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K      filed on May 8, 2008]                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7   |   | Form      of Release Agreement, dated March 2008 [Incorporated by reference to      Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8,      2008]                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8   |   | Form      of Subscription Agreement, dated January 23, 2007, by and among the      Company and certain investors. [incorporated by reference to Exhibit 10.3      to the Company’s Current Report on Form 8-K filed March 20,      2007]                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.9   |   | Cooperation      Agreement dated as of December 26, 2006 between China Broadband, Ltd. and      Jianan Guangdian Jiahe Digital Television Co., Ltd. [incorporated by      reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K      filed March 20, 2007]                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.10  |   | Exclusive      Service Agreement, dated December, 2006, by and among Beijing China      Broadband Network Technology Co., Ltd., Jinan Guangdian Jiahe Digital      Television Co., Ltd. and Jinan Broadcast &Televison Information      Network Center. [incorporated by reference to Exhibit 10.11 to the      Company’s Current Report on Form 8-K filed June 11,  2007]                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.11  |   | Cooperation      Agreement, dated March 7, 2008, by and among Ji’Nan Zhongkuan Dian Guang      Information Technology Co., Shandong Broadcast & TV Weekly Press and      Modern Movie & TV Biweekly Press.  [incorporated by      reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K      filed March 13, 2008]                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.12  |   | Share      Issuance Agreement, dated April 7, 2009 between the Company, China      Broadband, Ltd., Waanshi Wangjing Media Technologies (Beijing) Co., Ltd.      and its shareholders. [incorporated by reference to Exhibit 10.1 to the      Company’s Current Report on Form 8-K filed April 14,  2009]                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.13  |   | Loan      Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and      Wangjing Media Technologies (Beijing) Co., Ltd..*                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.14  |   | Equity      Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd.      and Wangjing Media Technologies (Beijing) Co.,  Ltd.*                                                                                                                                                                                                                                                                                                                                       |

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| 10.15  |   | Pledge      Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and      Wangjing Media Technologies (Beijing) Co., Ltd. [Incorporated by reference      to Exhibit 10.14 of the Company's Annual Report on Form 10-K/A filed      herewith on April 16, 2010] |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                           |
| 10.16  |   | Trustee      Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd.,      appointing Mr. Wang Yingqi as trustee on its behalf *                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.17  |   | Employment      Agreement, dated January 24, 2007, between China Broadband, Ltd. and Clive      Ng. [incorporated by reference to Exhibit 10.6 to the Company’s Current      Report on Form 8-K filed March 20, 2007]                                                    |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.18  |   | Employment      Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd.      and  Clive Ng. [Incorporated by reference to Exhibit 10.2 to the      Company’s Current Report on Form 8-K filed on January 17,      2008]                     |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.19  |   | Employment      Agreement, dated January 24, 2007, between China Broadband, Ltd. and Pu      Yue. [incorporated by reference to Exhibit 10.8 to the Company’s Current      Report on Form 8-K filed March 20, 2007]                                                      |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.20  |   | Employment      Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd.      and Pu Yue. [Incorporated by reference to Exhibit 10.3 to the Company’s      Current Report on Form 8-K filed on January 17, 2008]                                       |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.21  |   | Employment      Agreement, dated March 13, 2008, between the Company and Marc      Urbach.  [incorporated by reference to Exhibit 10.2 to the      Company’s Current Report on Form 8-K filed March 13,  2008]                                                 |
|   |   |                                                                                                                                                                                                                                                                           |
| 10.22  |   | Consulting      Agreement, dated January 24, 2007, between the Company and Maxim Financial      Corporation. [incorporated by reference to Exhibit 10.9 to the Company’s      Amended Current Report on Form 8-K/A filed June 4,2007]                                    |
|   |   |                                                                                                                                                                                                                                                                           |
| 21     |   | Subsidiaries      of the Company.*                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                           |
| 31.1   |   | Certifications      of Principal Executive Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                           |
| 31.2   |   | Certifications      of Principal Financial Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                           |
| 32.1   |   | Certification      of Principal Executive Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                           |
| 32.2   |   | Certification      of Principal Financial Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                           |
| 99.1   |   | China      Broadband, Inc. 2008 Stock Incentive Plan. [incorporated by reference to      Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 13,      2008]                                                                                             |
|   |   |                                                                                                                                                                                                                                                                           |
| 99.2   |   | China      Broadband, Inc. Audit Committee Charter [incorporated by reference to      Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed April 15,      2009]                                                                                                |
|   |   |                                                                                                                                                                                                                                                                           |
| 99.3   |   | China      Broadband, Inc. Nominating and Corporate Governance Committee Charter      [incorporated by reference to Exhibit 99.3 to the Company’s Annual Report      on Form 10-K filed April 15, 2009]                                                                  |
|   |   |                                                                                                                                                                                                                                                                           |
| 99.4   |   | China      Broadband, Inc. Compensation Committee Charter [incorporated by reference      to Exhibit 99.4 to the Company’s Annual Report on Form 10-K filed April      15, 2009]                                                                                         |

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|   | CHINA      BROADBAND, INC. |
|--------|----------------------------|
|   |                       |   |
|   | By:                        | /s/ Marc Urbach |   |
|   |                       | Marc      Urbach |
|   |                       | President |
|   |                       |   |
|   | By:                        | /s/      Pu Yue |   |
|   |                       | Pu      Yue |
|   |                       | Vice      Chairman |

| Signature               | Title                                             | Date               |
|-------------------------|---------------------------------------------------|--------------------|
|                    |                                              |               |
| /s/      Marc Urbach    |                                              | President          | April      15, 2010 |
| Marc      Urbach        | (Principal      Executive Officer)                |               |
|                    |                                              |               |
| /s/ Pu      Yue         |                                              | Vice      Chairman | April      15, 2010 |
| Pu      Yue             | (Principal      Financial and Accounting Officer) |               |
|                    |                                              |               |
| /s/ Clive      Ng       |                                              | Chairman           | April      15, 2010 |
| Clive      Ng           |                                              |               |
|                    |                                              |               |
| /s/ James      Cassano  |                                              | Director           | April      15, 2010 |
| James      Cassano      |                                              |               |
|                    |                                              |               |
| /s/ David      Zale     |                                              | Director           | April      15, 2010 |
| David      Zale         |                                              |               |
|                    |                                              |               |
| /s/ Jonas      Grossman |                                              | Director           | April      15, 2010 |
| Jonas      Grossman     |                                              |               |
|                    |                                              |               |

| *      | By:      /s/ Marc Urbac                 |   |
|--------|-----------------------------------------|--------|
|   | Marc      Urbacas      attorney-in-fact |   |

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| 3.1    |   | Articles      of Incorporation of the Company, as amended to date.                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                            |
| 3.2    |   | Bylaws      of the Company, as amended to date.                                                                                                 |
|   |   |                                                                                                                                            |
| 10.13  |   | Loan      Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and      Wangjing Media Technologies (Beijing) Co., Ltd.          |
|   |   |                                                                                                                                            |
| 10.14  |   | Equity      Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd.      and Wangjing Media Technologies (Beijing) Co., Ltd. |
|   |   |                                                                                                                                            |
| 10.15  |   | Pledge      Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and      Wangjing Media Technologies (Beijing) Co., Ltd.        |
|   |   |                                                                                                                                            |
| 10.16  |   | Trustee      Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd.,      appointing Mr. Wang Yingqi as trustee on its behalf. |
|   |   |                                                                                                                                            |
| 21     |   | Subsidiaries      of the Company.                                                                                                               |
|   |   |                                                                                                                                            |
| 31.1   |   | Certifications      of Principal Executive Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                         |
|   |   |                                                                                                                                            |
| 31.2   |   | Certifications      of Principal Financial Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                         |
|   |   |                                                                                                                                            |
| 32.1   |   | Certification      of Principal Executive Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.                          |
|   |   |                                                                                                                                            |
| 32.2   |   | Certification      of Principal Financial Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.                          |
|   |   |                                                                                                                                            |

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