**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      fiscal year ended **December
      31, 2006**





o
            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: 000-19644**





**CHINA
      BROADBAND, INC.**


(Name
      of
      small business issuer as specified in its charter)





**(Formerly
      known as Alpha Nutra, Inc.)**





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




**1900
                Ninth Street, 3rd Floor Boulder, Colorado 80302**
              (Address
                of principal executive offices, including zip
                code)




Issuer’s
      telephone number, including area code:  ( **303)
      449-7733 (U.S. only)**




Securities
      registered pursuant to Section 12(b) of the Act:  **None**




Securities
      registered pursuant to Section 12(g) of the Act:  **$.001
      par value common stock**







Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the 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 o No x




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o
      No x





The
      issuer’s revenues for the most recent fiscal year were **$0** .





The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates of the registrant was approximately $42,090,741 as of May
        18,
        2007 based upon the $3.00 share price at which the common equity was
        sold.





As
        of May
        18, 2007, 50,048,000 shares of our common stock were issued and outstanding.





Documents
      Incorporated by Reference: **None** .





Transitional
      Small Business Disclosure Format: **No** .











**CHINA
      BROADBAND, INC.**


**(F/K/A
      ALPHA NUTRA, INC.)**





**2006
      FORM 10-KSB ANNUAL REPORT**





**TABLE
      OF CONTENTS**




PagePART
                  I
              
              2Item
                  1.
              Description
                  of Business and Risk Factors
              2Item
                  2.
              Description
                  of Property
              21Item
                  3.
              Legal
                  Proceedings
              22Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              22PART
                  II
              
              22Item
                  5.
              Market
                  for Common Equity and Related Stockholder Matters and Small Business
                  Issuer Purchases of Equity Securities
              22Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              24Item
                  7.
              Financial
                  Statements
              27Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              27Item
                  8A.
              Controls
                  and Procedures
              27Item
                  8B.
              Other
                  Information
              27PART
                  III
              
              29Item
                  9.****
              Directors,****Executive
                  Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance
                  with Section 16(a) of the Exchange Act
              29Item
                  10.
              Executive
                  Compensation
              31Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              34Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              34Item
                  13.
              Exhibits
              37Item
                  14.
              Principal
                  Accountant Fees and Services
              38




1




**PART
      I**




**Cautionary
      Statement Concerning**  **Forward-Looking
      Statements**




Some
      of
      the statements in this annual report are forward looking statements, which
      are
      subject to risks and uncertainties. These risks relate primarily to our recently
      acquired cable broadband operations in the People’s Republic of China as well as
      previous transactions. These risks and uncertainties could cause actual results
      to differ materially from those expressed in forward-looking statements.





**Forward
      Looking Statements**




This
      Report Form 10-KSB and other reports filed by us contain or may contain forward
      looking statements and information that are based upon beliefs of, and
      information currently available to, the management of the company as well as
      estimates and assumptions made by its management. When used in the filings
      the
      words “may”, “will”, “should”, “estimates”,  “anticipate”, “believe”,
“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms
      and similar expressions as they relate to the company or its management,
      identify forward looking statements. Such statements reflect the current view
      of
      the company and with respect to future events and are subject to risks,
      uncertainties, assumptions and other factors relating to the company. Such
      forward-looking statements include statements regarding, among other things:





·
            our
                ability to satisfy our obligations under our agreements with respect
                to
                our acquisition of the cable broadband business of Jian Guangdian
                Jiahe
                Digital Television Co., Ltd. located in mainland People’s Republic of
                China (“China”),




·
              our
                    ability to raise an additional $2,600,000 approximate amount (based
                    on current exchange rates for 20 million Renminbi) in order to
                    make the
                    second payment of our purchase price for the business, which
                    must be paid
                    within nine months of the closing of the acquisition in April
                    2007,




·
            a
                complex and changing regulatory environment in China that currently
                permits only partial foreign ownership of Chinese businesses and
                thatrequires
                us to negotiate, acquire and maintain separate government licenses
                to
                operate each internet business that we would like to acquire (or
                any other
                business we would like to acquire in China),




·
            our
                ability to obtain government consent to introduce certain new services
                to
                existing or new customers,




·
            our
                ability to implement complex operating and revenue sharing arrangements
                that will enable us to consolidate our financial statements with
                our
                prospective partially owned Chinese business, and to modify and adapt
                these business arrangements from time to time to satisfy United States
                accounting rules,




·
            our
                ability to enter into agreements with and to consummate acquisitions
                of,
                other broadband businesses in China in the Shandong region and elsewhere,




·
            socio-economic
                changes in the regions in China that we intend to operate in that
                affect
                consumer internet subscriptions,




·
            the
                ability of the Chinese government to terminate or elect to not renew
                any
                of our licenses for various reasons or to nationalize our industry,
                without refund,




·
            our
                anticipated needs for working capital.





Although
      the company believes that the expectations reflected in the forward looking
      statements are reasonable, we cannot guarantee future results, levels of
      activity, performance or achievements. Except as required by applicable law,
      including the securities laws of the United States, the company does not intend
      to update any of the forward-looking statements to conform these statements
      to
      actual results.





**Item
      1. Description of Business**





Pursuant
        to the terms of a Share Exchange Agreement (the “Share Exchange”), we acquired
        all of the shares of China Broadband Ltd., a Cayman Islands corporation (“China
        Broadband Cayman”) on January 23, 2007, resulting in a change of control. At the
        time of the closing of the Share Exchange, China Broadband Cayman was a party
        to
        an agreement to acquire a 51% controlling interest in an operating broadband
        cable internet company based in the city of Jinan in the Shandong region
        of
        China, which acquisition was consummated effective as of April 1, 2007. This
        operating cable broadband business is sometimes referred to herein as “Jinan
        Broadband.” Additionally, we sold 8,000,000 shares of common stock and sold
        4,000,000 warrants to purchase common stock pursuant to a private financing
        in
        early 2007, which is described below, the first closing of which was held
        simultaneously with the closing of the Share Exchange transaction and the
        final
        closing of which was held in early May 2007. These transactions and the recently
        acquired business of Jinan Broadband are described in more detail below and
        are
        not reflected in our financial statements as they occurred after the fiscal
        year
        ended December 31, 2006.





2


As
      a
      result of our acquisition of China Broadband Cayman and of Jinan Broadband,
      we
      changed our name from Alpha Nutra, Inc. to China Broadband, Inc., effective
      as
      of May 4, 2007.





The
      Company was formerly in the nutritional supplements business which it entered
      into in January 1, 2004 as part of a Plan of Reorganization approved by the
      United States Bankruptcy Court for the Southern District of California. The
      Company has no material business operations as of December 31, 2006 and, while
      we acquired China Broadband Cayman on January 23, 2007, we only completed our
      acquisition of a China based cable broadband business on April 1, 2007.





All
      references herein to the “Company,” “we,” “us” or “our” refer to China
      Broadband, Inc., f/k/a Alpha Nutra, Inc. prior to the Share Exchange, and to
      the
      Company and the business of China Broadband Cayman after such share exchange.
      See “Risk Factors” and “Recent Events” below for additional information.





**Historical
      Developments of Company**





The
      Company was organized in 1988 under the name “TJB Enterprises, Inc.” as a blind
      pool/blank check company formed for the purpose of seeking a merger with a
      private operating company. We operated various businesses and underwent various
      reorganizations from inception through January of 2003. On January 2, 2003,
      we
      filed a Voluntary Petition for Bankruptcy and on November 6, 2004 a Plan of
      Reorganization was approved by the Honorable James Meyer, Judge, United States
      Bankruptcy Court for the Southern District of California.





The
      approved Plan of Reorganization provided, among other things, that our
      non-controlling shareholders that held shares prior to the reorganization would
      receive one new unit for every 100 old common shares of the Company that they
      previously held. Each unit consisted of one common share, one “A” warrant to
      purchase one common share at an exercise price equal to $2.50, and one “B”
warrant to purchase one common share at an exercise price equal to $10.00.
      The
“A” warrants expired on December 31, 2004, and the “B” warrants expired on
      December 31, 2005. The total number of units issued to these former shareholders
      was 117,029 units.





In
      addition, under the Plan of Reorganization our creditors were issued 570,001
      units (as defined above) in exchange for the dismissal of all of their claims
      against us.





Moreover,
      the grant of additional units was ordered to be issued to former management
      (up
      to 76,000 units), to the bankruptcy attorney (up to 50,000 units), and to
      administrative lenders (up to 300,000 units). An additional 56,802 “A” warrants
      and 56,802 “B” warrants were issued to former control persons of the Company. No
“A” warrants and “B” warrants were exercised and all warrants issued expired as
      of December 31, 2005.





We
      were
      ordered to acquire the business of Lets Talk Health (“LTH”) by issuing 3,000,000
      shares of common stock to the shareholders of LTH. This transaction was
      completed on January 1, 2004 and we subsequently changed our name to Alpha
      Nutraceuticals, Inc.





On
        October 8, 2004, we entered into a share exchange agreement with Tempo
        Laboratories, Inc. to acquire 100% of the issued and outstanding stock of
        Tempo
        in exchange for the issuance of 1,320,000 shares of our common stock to all
        of
        the Tempo shareholders. Shortly thereafter, the parties to the agreement
        became
        parties to a lawsuit entitled Mankosa v. Donsbach (CA Sup. Ct. Case No. GIC
        843131) concerning the terms of the agreement and various representations
        made
        by the parties. Pursuant
        to the terms of a settlement agreement, no shares were issued and this
lawsuit
        was settled out of court and the proceeding dismissed without
        prejudice.





3


On
      October 22, 2004, we reorganized our corporate structure and changed our
      domicile to Nevada by merging into a wholly owned subsidiary created for this
      purpose, Alpha Nutraceuticals, Inc.





On
      January 27, 2005, we changed our name to Alpha Nutra, Inc.





On
      June
      30, 2005, we entered into a Stock and Asset Exchange Agreement with GMGH
      International, LLC and Golden Tones International, LLC whereby we sold our
      operating companies pursuant to which we exchanged 100% of the Avidia Nutrition
      interests and Let’s Talk Health, Inc. shares of common stock held by us for 100%
      of the Alpha Nutra, Inc. shares of common stock held by GMGH, Golden Tones
      and
      each of the respective owners of GMGH and Golden Tones. The 10,465,333 shares
      of
      common stock we received from GMGH, Golden Tones and the owners were retired.
      Accordingly, following the exchange, GMGH and Golden Tones owned 100% of Avidia
      Nutrition and Let’s Talk Health, Inc. We retained ownership of our wholly owned
      subsidiary, AlphaNutra.com, which currently has no business
      operations.





On
      June
      30, 2005, we entered into a settlement agreement with Business Consulting Group
      Unlimited, Inc., a Nevada company, pursuant to which BCGU forgave the
      outstanding debt we owed BCGU in exchange for our payment to BCGU of $47,500
      and
      500,000 restricted shares of our common stock.





On
          January 23, 2007, pursuant to the Share Exchange Agreement entered into
          in
          January of 2007, we acquired all of the shares of China Broadband Cayman
          from
          its four shareholders resulting in such shareholders controlling the Company.
          At
          the time of the closing of the Share Exchange Agreement, China Broadband
          Cayman
          was a party to a Cooperation Agreement to acquire a 51% controlling interest
          in
          an operating broadband cable internet company based in the city of Jinan
          in the
          Shandong Region of China, which agreement became effective on April 1,
          2007. The
          Cooperation Agreement provides that the operating business’ operations and
          pre-tax revenues would be assigned to our Jinan Broadband subsidiary for
          20
          years, effectively providing for an acquisition of the business. In
          consideration for this 20 year business and management rights, we paid
          $2,600,000 and are required to pay an additional approximate $2,600,000
          (based
          on current exchange rates for 20 million RMB) within nine months of completion
          of this acquisition. In addition, we entered into various agreements that
          relate
          to our revenue sharing obligations and management rights of this business.
          Moreover, Jinan Broadband entered into an Exclusive Service Agreement with
          Jinan
          Radio & Television Network, the only cable TV operator in Jinan, the capital
          city of Shandong, and Jinan Parent (as defined in the section entitled
          “Simultaneous Closing of Equity Financing”). Pursuant to the Exclusive Service
          Agreement, the parties will cooperate and provide each other with technical
          services related to their respective broadband, cable and Internet content-based
          businesses with the payment of service fees to each other. These transactions
          are described in more detail below and are not reflected in our financial
          statements as they occurred after the fiscal year ended December 31, 2006.
          This
          business is our only operating business as of April of 2007.
  Currently,
          our shares are thinly traded on the “pink sheets”. After the filing of a Current
          Report on Form 8-K with current consolidated financial statements, we intend
          to
          apply for listing of our common stock on the Over-the-Counter Bulletin
          Board
          Market System. No assurance can be made that we will be able to list our
          securities on the Over-the-Counter Bulletin Board.




**Business
      Operations Prior to 2003**




We
      were
      inactive from 1998 through 2003. Additionally, we do not believe that our
      nutritional supplement business was significant at any time thereafter.





**Description
      of China Broadband Cable Business Operations, Acquired After December 31,
      2006**




Prior
      to
      the completion of our acquisition of Jinan Broadband in April of 2007, we were
      a
      blank check company without material operations.




Our
        acquisition of Jinan Broadband became effective as of April 1, 2007. The
        information below relates primarily to the business of Jinan Broadband both
        before and after the closing of this acquisition and to the terms of the
        acquisition itself.





A
        detailed description of the acquisition is included in the section titled
        “Recent Events” and “About Jinan Parent and Jinan Broadband” below.




4


**Recent
      Events**





**Change
      of Control; Acquisition of China Broadband Cayman; Closing of $4,000,000
      Financing**





On
        January 23, 2007 we completed our acquisition of China Broadband Cayman
        resulting in a change of control of the Company, and simultaneously closed
        on
        the minimum of $3,000,000 in escrow in our private offering of common stock
        and
        warrants in order to cover the cost of our initial acquisition payment for
        an
        operating cable broadband business in the Jinan region of China (see “About
        Jinan Parent and Jinan Broadband,” below). Information relating to the Share
        Exchange and the private offering follows.





*Change
      of Control;*  *Acquisition
      of China Broadband Cayman on January 23, 2007*




On
        January 23, 2007 and pursuant to a Share Exchange, between us, China Broadband
        Cayman and its four shareholders (the “Broadband Shareholders”), we acquired
        100% of the outstanding capital stock of China Broadband Cayman from it’s four
        shareholders in exchange for 37,865,506 shares (the “Exchange Shares”) of common
        stock, par value $.001 per share, and assumed obligations of China Broadband
        Cayman under $325,000 principal amount of 7% Convertible Promissory Notes,
        which
        became convertible into 1,300,000 shares of our common stock and assumed
        other
        related obligations. All of the holders of these 7% Convertible Promissory
        Notes
        have requested conversion into our common stock effective as of February
        28,
        2007 and all interest has been paid through such date.





Effective
      as of the closing date of the Share Exchange on January 23, 2007, new members
      of
      management were appointed to the Board and as executive officers, and our
      existing officers and directors, Mark L. Baum and James B. Panther, II, have
      resigned from all officer and director positions with the Company.




The
      material terms of the Share Exchange and related agreements with China Broadband
      Cayman are:




·
            We
                have acquired all of the shares of China Broadband Cayman from the
                four
                Broadband Shareholders in exchange for 37,865,506, shares of our
                Exchange
                Shares, resulting in China Broadband Cayman becoming our wholly owned
                subsidiary and its Broadband Shareholders owning over 78% of our
                common
                stock after the closing,




·
            We
                have successfully funded the first of two payments of the acquisition
                of
                the 51% interest in Jinan Broadband of $2,570,679 required to be
                paid
                under the Cooperation Agreement, from the proceeds of our private
                offering
                (see “Completion of Acquisition by our WFOE of 51% interest in Jinan
                Broadband” below),




·
              We
                  have assumed liabilities of China Broadband Cayman under the $325,000
                  principal amount of 7% Convertible Promissory Notes, which were
                  convertible at $.25 per share of our common stock for an aggregate
                  of
                  1,300,000 shares and to pay interest thereon, all of which have
                  since been
                  converted as of February 28, 2007, with interest paid through such
                  date,




·
              We
                  have agreed to assume certain obligations of China Broadband Cayman
                  to
                  issue, and have so issued, 48,000 shares to WestPark Capital, Inc.,
                  which
                  acted as placement agent for China Broadband Cayman in connection
                  with
                  placement agent services rendered by it relating to the sale of
                  its 7%
                  Convertible Promissory Notes, in
                  2006,




·
              We
                  have agreed to register the Exchange Shares issued to the four
                  Broadband
                  shareholders, pursuant to a Registration Rights Agreement, and
                  to assume
                  obligations of China Broadband Cayman under its registration rights
                  agreement, to register all shares issued upon conversion of the 7%
                  Convertible Promissory Notes and the 48,000 shares issued to WestPark
                  Capital, Inc.,




·
              We
                  have issued 500,000 warrants to BCGU, LLC, an entity beneficially
                  owned by
                  Mark L. Baum, our outgoing director, executive officer and former
                  principal shareholder, as consideration for professional and related
                  services rendered, which warrants are exercisable at $.60 and expire
                  on
                  March 24, 2009,




5




·
              We
                  have agreed to a lockup agreement and anti dilution agreement with
                  respect
                  to the Exchange Shares and with respect to shares held beneficially
                  by Mr.
                  Baum, our outgoing executive officer and director and the former
                  shareholders and principals of China Broadband Cayman,




·
              We
                  have issued 3,974,800 warrants exercisable at $.60 per share to
                  Maxim
                  Financial Corporation as a consulting fee and in exchange for funding
                  operating and other business activities of China Broadband Cayman
                  prior to
                  the Share Exchange and in exchange for entering into a pass through
                  lease
                  with us and waiving past and future rent through December 2007
                  under such
                  lease (see “Certain Relationships and Related Transactions”).




·
            We
                entered into employment agreements with certain new members of management
                in connection with our recently acquired operations in
                China.





**Simultaneous
      Closing of Equity Financing**





Simultaneously
        with the closing of the Share Exchange, and as a necessary condition thereto
        in
        order to fund our acquisition of the broadband business in China, we conducted
        the first closing of our private offering pursuant to which we entered into
        subscription agreements with investors for the sale of 6,000,000 shares of
        common stock and 3,000,000 Redeemable Common Stock Purchase Warrants,
        exercisable at $2.00 per share (the “Warrants”). This offering was also
        conducted through WestPark Capital, Inc. as placement agent, on a “best efforts,
        $3,000,000 minimum, $4,000,000 maximum” basis. Through early May of 2007,
        we raised an aggregate of $4,000,000 in this offering and sold an aggregate
        of 8,000,000 shares and 4,000,000 Warrants to accredited investors. We used
        $2,570,679 of the proceeds of this offering from the first closing to pay
        the
        first installment of our acquisition of a 51% interest in the China based
        broadband cable internet business spun off by Jian Guangdian Jia He Digital
        Television Co., Ltd. (“Jinan Parent”). This business acquisition, is our only
        initial operating business as of April 1, 2007. We granted the investors
        registration rights in connection with this offering and compensated WestPark
        Capital, Inc., our placement agent, a placement agent fee consisting of $320,000
        plus expenses, and issued to them 640,000 warrants to purchase common stock
        at
        $.60 per share.





**Completion
      of Acquisition by our WFOE of 51% interest in Jinan
      Broadband**





We
        have
        paid $2,570,679 of our net proceeds from the first closing of our private
        offering in January 2007, for payment to Jinan Parent in exchange for ownership
        by our China based Wholly Foreign Owned Entity (“WFOE”) of 51% interest in
        Jinan Broadband and entry into the Exclusive Corporation Agreement and
        an
        Exclusive Service Agreement. This acquisition was completed in late March
        of 2007 with an effective date of April 1, 2007. The general business terms
        of
        this acquisition are, in relevant part, as follows:




·
            We
                received a business license from the local Industry and Commerce
                Bureau
                that, that enabled us to complete the acquisition and operate the
                business
                of Jinan Broadband,




·
              Our
                  WFOE,
                  which is wholly owned by our China Broadband Cayman subsidiary,
                  owns the 51% interest in Jinan Broadband with the seller of this
                  business,
                  Jinan Parent, owning the remaining 49% and maintaining certain
                  control
                  under the Cooperation Agreement,




·
            Within
                nine months of closing of the acquisition, the remaining $2,600,000
                (as
                may be adjusted to reflect currency exchange rates for 20,000,000
                RMB at
                the time of making such payment) of the purchase price (or whatever
                portion of the purchase price remains unpaid), must be
                paid,




**·**
            Jinan
                Parent, Jinan Broadband and Jinan Radio and Television Networks Center,
                entered into the Cooperation Agreement providing for the management
                terms
                and rights and revenue sharing rights between us and Jinan Parent.




**·**
              Jinan
                    Broadband entered into an Exclusive Service Agreement with Jinan
                    Radio and
                    Television Network and Jinan Parent pursuant to which the parties
                    will
                    cooperate and provide each other with technical services related
                    to their
                    respective broadband, cable and Internet content-based businesses
                    with the
                    payment of service fees to each
                    other.




6





**About
      Jinan Parent and Jinan Broadband**





**Chinese
      Holding Company Structure**





Our
        Company has an offshore holding structure commonly used by non-Chinese investors
        that acquire operations in China and make foreign investments of equity,
        since
        Chinese regulations do not readily permit foreign ownership of certain mainland
        Chinese businesses such as telecommunications or cable and related value-added
        services. Our wholly owned subsidiary after the Share Exchange, China Broadband
        Cayman, owns 100% of our wholly foreign owned entity (*i.e*., the
“WFOE”), Beijing China Broadband Network Technology Co., Ltd., a Beijing,
        China
        corporation. Pursuant to the agreement, our WFOE in turn owns 51% of the
        operating company, Jinan Broadband, whose other 49% owners will be Jian
        Guangdian Jia He Digital Television Co., Ltd. (*i.e*., “Jinan Parent”)
        and certain of its affiliates. Jinan
        Parent in turn is owned by Jinan Radio and Television Networks Center.Through the Exclusive Cooperation Agreement and one or more similar
        operating agreements among WFOE, Jinan Parent and Jinan Broadband, we will
        manage and control the operations of Jinan Broadband subject to certain
        oversight provisions, and receive the economic benefits derived from its
        operations. A diagram depicting our ownership structure is set forth below.





Investments
        in Chinese businesses involve a significant degree of regulatory risk in
        that
        the ownership of private enterprises in China is heavily regulated and subject
        to changing rules and regulations that could prevent us from recognizing
        revenues in our intended manner or from operating or controlling businesses
        in
        China. China also has the right to de-privatize the business that we are
        acquiring resulting in the loss of our business without recourse. (see “Risk
        Factors” section below).





The
        following chart depicts our corporate structure after the closing of the
        offering and the business acquisition.









7





**Company
      Overview**





Jinan
      Parent, the entity that sold its cable broadband business to us, is an emerging
      cable consolidator and operator in China’s cable broadband market. According to
      annual research report issued by CNNIC in July 2006, Jinan Parent is one of
      China’s top five cable broadband service providers among China’s over 1,000
      municipal or county cable TV network operators. Jinan Broadband is, after the
      closing of our acquisition, a subsidiary that is 49% owned by Jinan Parent
      and
      51% owned by our WFOE subsidiary, and is operated in accordance with the
      Exclusive Cooperation Agreement and one or more operating agreements, including
      the Exclusive Service Agreement. Jinan Broadband operates out of its base
      in Shandong where it has an exclusive cable broadband deployment partnership
      and
      Exclusive Service Agreementwith Jinan Radio & Television Network,
      the only cable TV operator in Jinan, the capital city of Shandong, and
      Jinan
      Parent. Pursuant to the Exclusive Service Agreement, the parties will cooperate
      and provide each other with technical services related to their respective
      broadband, cable and Internet content-based businesses with the payment of
      service fees to each other.





According
        to the CNNIC ( **www.cnnic.net.cn** )
        report
        in July 2006, broadband internet users reached approximately 77 million and
        total computers with broadband connections reached 28.15 million .
        However, most broadband users in China subscribe to broadband services offered
        by telecom companies. By comparison, according to statistics from the National
        Cable and Television Association, also known as the NCTA **** ( **www.ncta.com** )
        and the
        State Administration of Radio Film & Television of the People’s Republic of
        China, commonly known as “SARFT” **www.sarft.gov.cn** in 2006,
        slightly less than 1/3 of total cable television households in the United
        States
        subscribe to broadband services offered by cable network companies. Based
        on
        information provided in the NCTA and SARFT set forth in the statistics
        referenced above, China has total cable television households of approximately
        128 million in 2006 with approximately 1.3 million cable households (or,
        less
        than 1% of all cable households) subscribing for cable broadband services.
        In
        Shandong alone, there were approximately 10 million households with cable
        in
        2006, with only 1% of these homes subscribing for cable broadband internet
        access. We intend to grow within the Jinan and Shandong regions by marketing
        to
        these existing cable television households and by expanding into new households
        where cable access is available.





Currently,
        the only broadband services available in the Jinan region are through cable
        and
        high speed internet lines. Additionally, satellite internet cable connections
        are not currently available in Jinan, China. We
        believe that China Net Com, Inc., which provides non-cable broadband
        internet service, serves 220,000 customers in Jinan. We also believe that
we
        compete on the basis of more favorable rates and our ability to provide a
        variety of interactive media services through a partnership with Jinan Center.
        Finally, cable enjoys a high household penetration rate in urban areas and
        our
        internet service is competitively fast and reliable. (See
        www.jinan.gov.cn).The broadband internet business in China has limited
        competition, since we were granted an exclusive license and right to do so
        via
        cable in the Jinan region.





We
      also
      do not rely on any particular key internet customers for our business.





**Business
      Strategies**





***Focus
      on Shandong Region***





Jinan
      is
      the capital city of Shandong Province. Based on information available to us
      from www.Jinan.gov.cn ,
      Shandong has a population of approximately 92 million and had the second highest
      gross domestic product (“GDP”) ranking in 2005 of 160 RMB. Based on information
      from Shandong Branch of SARFT (State Administration of Radio Film &
Television), Shandong has a consolidated cable television customer base of
      approximately 10 million. Shandong currently has approximately 10 million
      households with cable television access, approximately 1% of whom subscribe
      for
      cable broadband internet access. Shandong is served by 17 municipal cable
      television operators, including Jinan Parent. With a population of approximately
      5.9 million, Jinan Center serves approximately 1.3 million cable television
      households and has approximately 40,000 cable broadband internet users. All
      population and GDP statistics in this section are provided by Jinan Municipal
      Government and can be viewed without charge at ( **www.jinan.gov.cn** ).





We
      hope
      that our initial contract will allow us to fully exploit the cable markets
      in
      the Jinan region with our flagship subsidiary, Jinan Broadband, and we hope
      to
      bid on additional contracts in the Shandong region.





8


We
        believe that the Shandong regional market and
        high
        cable access rateprovides great market potential for rolling out our
        core cable broadband services. We intend to develop and evolve our market
        strategy on an ongoing basis based on our results in the Shandong region.





At
      the
      cornerstone of Jinan Broadband’s regional rollout strategy is Jinan Radio and
      Television Network Centers’ (“Jinan Center”) flagship role in cable broadband
      services in Shandong, as well as throughout China. Because of it’s unique roll
      as a subsidiary of a cable network operator, Jinan Parent holds various licenses
      and contracts that we will be dependent upon in whole or in part, including,
      without limitation:


**Description**
              
              **License/Permit**Internet
                  Multi-media Content Transmission
              
              License
                  No. 1502005;Radio
                  & Television Program Transmission & Operation
                  Business
              
              Permit
                  Shandong No. 1552013,Radio
                  & TV Program Production & Operation License
              
              Shandong
                  No. 46,PR
                  China Value-added Telecom Service License
              
              Shandong
                  No. B2-20050002,PR
                  China Value-added Telecom Service License
              
              Shandong
                  B2-20051013.


Through
      Jinan Broadband’s Exclusive Cooperation Agreement with Jinan Parent and Jinan
      Center, the Company enjoys benefits of the above licenses that allows the
      Company to roll out cable broadband services as well as to provide value-added
      services of radio and TV content in Shandong province.





***Bundle
      with DTV Rollout***




We
      believe that Chinese cable companies are exerting efforts to digitalize cable
      networks which we believe will increase the use and availability of digital
      STB
      (Set-top-box) in Shandong province. According to SARFT’s DTV timetable (China
      Cable TV Digitization Timetable **http://www.sarft.gov.cn/manage/publishfile/24/603.html** ),
      by
      2008 certain of China’s coastal areas must deploy all digital cable television
      and shut down their analog television services step by step. By 2015, SARFT
      intends for the entire country to deploy all digital cable television and cease
      providing analog television transmission services. This will require the
      conversion of current “analog” cable customers into “digital” or pay television
      cable subscribers. Analog cable customers currently pay on average $1.50 per
      month for cable television service. Digital cable customers with STB shall
      pay
      $3.50 per month, as a basic fee. We hope to capitalize on the massive
      digitalization campaign initiated by SARFT, by bundling cable broadband services
      in the digital STB rollout campaign.





One
        of
        the key marketing strategies that we intend to employ is to bundle cable
        broadband service offerings within the digitalization campaign in the Jinan
        area. The terms of our exclusive service agreement with Jinan Parent and
        Jinan
        Center provide that they will provide us the first right to market and sell
        set-top-box bundled services when it is rolled out by them in the Jinan region.
        In order to push for digitalization, the cable operators in Shandong are
        subsidizing Set-top-boxes to offer them for free to selected high-end cable
        television customers. In new territories that do not already have cable,
        we may
        also be required to subsidize Set-top-boxes. Jinan Parent provides subsidies
        to
        plug-in cable broadband features on to the current Set-top-boxes platform.
        Our
        success will be dependent, in part, on our ability to work with Jinan Parent
        and
        Jinan Center to distribute such Set-top-boxes to selected cable television
        customers located in more affluent communities. While the cable broadband
        feature is offered as optional to digital Set-top-boxes users, with careful
        choice of deployment targets, we will attempt to convert as much as 30% of
        the
        digital cable television subscribers to cable broadband customers. 100% of
        the
        revenue of successfully converted cable broadband users goes to Jinan Broadband.
        Jinan Parent and Jinan Center enjoy returns through their 49% equity ownership
        in Jinan Broadband.





***Deploy
      Value-added Services***





To
      augment our product offerings and create other revenue sources, we work with
      strategic partners to deploy value-added services to our cable broadband
      customers.





9


China
      Broadband Cayman **** has
      recently executed a Memorandum of Understanding with VideOnline Communications
      Ltd., a Bermuda company (“VDO”). VDO develops, installs and operates a
      multi-media distribution network used in delivery of premium video content.
      This
      agreement calls for the formation of an exclusive partnership with Hollywood
      Studio films and Asia Studio films that are in partnership with VDO through
      a
      cable broadband platform and a digital TV platform in Shandong province.





VDO
      has
      been working over the last few years in the development of technologies that
      enhance security and ensure that users have a range of possible models for
      accessing premium content while enjoying easy-to-use delivery, with quality
      content, branded as “powered by ” (O8), a system to deliver premium content over
      multi-media platforms.





Currently,
        we do not foresee consummating this transaction in the near future,
        and we
        are focusing instead on increasing the number of cable broadband users.





No
      assurance can be made that we will add these value-added services, or if added,
      that they will succeed.





***Growth
      Strategy***





We
      intend
      to increase our revenues primarily by increasing the areas in which we are
      permitted to operate and provide cable broadband service. If we are not able
      to
      expand by acquisition of new regions, then we will not be successful. We are
      currently in negotiation to acquire up to three additional territories, however,
      we have not entered into any definitive agreements or financial arrangements
      for
      these regions. A description of the regions we currently intend to expand our
      services to is set forth below. No assurance can be made that we will be able
      to
      acquire licenses to operate in these regions, or that if we do so, that we
      will
      be able to operate them profitably.





*He
      Ze, Liao Cheng, and Dong Ying Cities*





Our
        WFOE
        entered into a letter of intent in October 2006 with Shandong Radio &
Television Network to initiate cable broadband services among its fully-owned
        cable networks in Liao Cheng, Dong Ying and He Ze. ****Based
        on
        information available to management, management believes that
        these three
        municipal cable operators currently serve approximately 500,000 cable TV
        households in the urban area, but have not yet introduced cable broadband
        service. These ventures will require that we invest in cable modem service
        infrastructure and pay for the telecom bandwidth to offer cable broadband
        services in these three cities. The municipal cable operators in these three
        cities will be in charge of daily operations to market and to offer cable
        broadband services in its regions. In return for this investment,
        80% ****** of
        the
        basic service gross profit generated from cable broadband services will be
        allocated to the company during the 10-year contract period. In 2005, the
        Average Revenue Per User (“ARPU”) for basic cable broadband service in Shandong
        was an average of $60 per year.





He
      Ze has
      a population of approximately 8.8 million, with approximately 240,000 cable
      television households. In 2005, He Ze’s GDP was approximately 39 billion RMB
      ( **www.heze.gov.cn** ).
      We
      also believe that He Ze is a crucial territory due to its large number of
      existing cable television households.





Liao
      Cheng has a population of approximately 5.6 million. Liao Cheng cable serves
      urban cable TV households of approximately 300,000. During 2005, Liao Cheng
      had
      a gross domestic product (“GDP”) of approximately 54 billion RMB. We believe
      that Liao Cheng is crucial territory due to its large number of existing cable
      television households.





Dong
      Ying
      is the location of the largest oil field in northern China and has a total
      population of approximately 1.8 million. Dong Ying cable currently serves
      approximately 100,000 urban cable TV households. Dong Ying’s GDP during 2005 was
      approximately 89 billion RMB ( **www.dongying.gov.cn** ).
      Management believes that the Dong Ying region is important to our success in
      that it represents one of the most affluent cities in Shandong and Northern
      China.





10


We
        currently do not intend to focus on the above
        regions, but are further exploring these opportunities with a preference
        for theHe Ze region. Additionally, no assurance can be made that,
        even if
        we wish to acquire operating licenses in these regions, we will be able
        to consummate any of these acquisitions.





**Customers**





To
        most
        cable TV customers, cable broadband offers an alternative to DSL broadband
        services provided by local telecom carriers. We believe that cable operators
        have the natural advantage of bundling interactive value-added services like
        video-on-demand and other interactive content through its digital TV services.
        While telecom carriers are positioning themselves to offer value-added
        services of content nature to TV screens in the form of Internet Protocol
        Television, often referred to as “IPTV”, ** the
        high
        entry barriers on IPTV regulation in China still blocks the service offerings
        from telecom carriers.





**Competition**





We
      believe that local telecom carriers that offer non-cable internet services,
      represent our major competitors for cable broadband service. Telecom broadband
      service providers like China Netcom, a telecom carrier in the Shandong province
      of China, is a dominant broadband service provider in most of the Company’s
      target cities.





While
      telecom carriers hold last mile access like fixed phone lines to most urban
      households, we believe that cable operators enjoy more competitive advantage
      by
      owning last mile connections of a much larger bandwidth. In urban areas that
      we
      target, a large number of households have both fixed phone line and cable TV
      access. Many of these homes currently have phone line based internet access.




Cable
      operators in China have to purchase internet connections from telecom carriers.
      Local telecom carriers that we compete with, however, do not need to pay for
      internet connection bandwidth which increases their profit margins in this
      sector over broadband service providers.




Local
      telecom carriers are actively marketing broadband services on national,
      provincial, as well as local levels in China. We believe, however, that the
      ability for cable operators to bundle cable broadband with digital Set-top
      box
      marketing efforts will help increase penetration of cable broadband service.
      In
      addition, we believe that the quality of cable based broadband services is
      higher and more versatile. For example, we also believe that we could easily
      add
      voice over internet protocol telephony service (known as “VOIP”), with limited
      added costs to us or the end user. While we do not have current plans to provide
      VOIP service in the near future, we anticipate that, should we ever wish to
      enter into this business we would do so with a strategic partner and we estimate
      it would it would take 9 to 12 months from the date we determiner to enter
      into
      such business.





**Intellectual
      Property and Other Agreements**





We
      are
      not a party to any royalty agreements, labor contracts or franchise agreements,
      and other than our right to own and operate Jinan Broadband, we do not currently
      own any trademarks. We intend to apply for trademarks for the regions in which
      we operate, such as with respect to Jinan Broadband.





**Development
      Activities**





Prior
        to
        our acquisition of Jinan Broadband, Jinan Parent spent approximately
        $500,000 (unaudited) in 2005 and $700,000
        (unaudited) in 2006 in the development of new technologies and the
        expansion of cable access. We have not invested any funds into the business
        of
        Jinan Broadband and do not foresee expending material sums on research and
        development in the near future.





11


**Industry
      Structure and Government Regulation**




There
      are
      various barriers to entry into the cable or internet service provider business
      in China. These barriers stem from both industry barriers and government
      regulation. Cable operators in China, such as our recently acquired Jinan
      Broadband businesses, are facing many challenges during the process of its
      evolution from single-system operators to multiple-system operators. The rates
      we charge and services we provide to cable customers are subject to government
      regulation and approval.





***Industry
      Barrier***





The
      radio
      and television broadcasting industries are highly regulated in China. Local
      broadcasters including national, provincial and municipal radio and television
      broadcasters are 100% state-owned assets. SARFT regulates the radio and
      television broadcasting industry. In China, the radio and television
      broadcasting industries are designed to serve the needs of government
      programming first, and to make profits next. The SARFT interest group controls
      broadcasting assets and broadcasting contents in China.





MII
      (Ministry of Information Industry) plays a similar role to SARFT in the telecom
      industry. As China’s telecom industry is much more deregulated than the
      broadcasting industry, MII has been always pushing the bottom line of content
      control of SARFT by trying to launch more telecom value-added services with
      content offering in nature, such as IPTV, broadband TV, etc. While China’s
      telecom industry has substantial financial backing, SARFT, and its regulator,
      the Propaganda Ministry under China’s Communist Party Central Committee, never
      relinquished ultimate regulatory control over content and broadcasting control.





The
      major
      internet regulatory barrier for cable operators to migrate into multiple-system
      operators and to be able to offer telecom services is the license barrier.
      Very
      few independent cable operators in China acquired full and proper broadband
      connection licenses from MII. The licenses, while awarded by MII, are given
      on
      very-fragmented regional market levels. With cable operators holding the last
      mile to access end users, SARFT cable operators pose a competitive threat to
      local telecom carriers. While internet connection licenses are deregulated
      to
      even the local private sector, MII still tries to utilize the license barrier
      to
      fence off threats from cable operators that falls under the SARFT interest
      group.





Our
      business is highly regulated and we are required to obtain government approval
      from the Ministry of Commerce of the People’s Republic of China, commonly
      referred to as MOFCOM, and other government agencies in China that approve
      transactions such as our acquisition of Jinan Broadband. Additionally, foreign
      ownership of business and assets in China is not permitted without specific
      government approval. For this reason, we acquired only 51% Jinan Broadband
      with
      the remaining 49% owned by the selling agency and revenue sharing and voting
      control is governed among the parties based on written agreements such as our
      Exercise Service Agreement and the Cooperating Agreement.





We
      do not
      have plans to provide value added services in the near future to our cable
      internet users and intend to expand by increasing the number of regions in
      which
      we are licensed to operate.




***Lack
      of Economies of Scale***




Up
      until
      2005, China had over 2,000 independent cable operators on different levels.
      While SARFT pushed hard from the national level to call for national
      consolidation of cable networks, the consolidation mostly occurs on a provincial
      platform. The 30 provinces are highly variable in their consolidation efforts
      and processes. For most cable operators in China, on a stand-alone basis, they
      still lack the economies of scale to systematically rollout value-added services
      that can significantly upgrade ARPU. (See SARFT website, above).





SARFT
      has
      taken various steps to implement a separation scheme to achieve economies of
      scale in the value-added service and cable operation sector. First, SARFT has
      been separating cable network assets from broadcasting assets and currently
      allows state-owned-enterprises to hold up to 49% in the cable network
      infrastructure assets. Second, SARFT is separating the value-added services
      segment from the network infrastructure which tends to increase private
      investments.





12


***Lack
      of Management Expertise***





Current
      monthly cable sales are low, with small profit margins if any. As a result,
      we
      believe that the cable operators lack management expertise and marketing
      expertise to promote and launch more sophisticated forms of value-added services
      like cable broadband service.





***Lack
      of Strategic Focus***





Due
      to
      its highly-regulated nature, we believe that the radio and broadcasting industry
      does not have the same financial resources as the deregulated telecom industry
      in China, and that the priorities and goals of this industry are different
      from
      the telecom industry.





We
      believe that SARFT and its broadcasters are currently focusing on increasing
      subscription revenues by converting average Chinese television viewers from
      “analog” customers into “digital” (pay TV) customers. The financial resources
      and strategic focus are put on the massive digitalization efforts and on the
      set-top-boxes to be given away free of charge within digital television service
      bundling in most regions. Due to the lack of financial resources, the rollout
      of
      cable broadband services and other value-added services is moved lower on the
      SARFT priority list.





The
      above
      elements highlight the current challenges faced by local cable operators to
      rollout cable TV value added services in China.





**Employees**





As
      of
      December 31, 2006, we have no employees. As of or immediately after the closing
      of our acquisition of Jinan Broadband in April of 2007, we have two full time
      and one part time employees in the United States and two full time and one
      part
      time employees in Shandong, China.





**RISK
      FACTORS**





*You
      should carefully consider the risks described below in conjunction with our
      forward looking statement related risks as set forth in the beginning of this
      report, as well as the other information in this report, when evaluating our
      business and future prospects. Should any of the following risks actually occur,
      our business, financial condition and results of operations could be seriously
      harmed. In that event, the market price of our common stock could decline and
      investors could lose all or a portion of the value of their investment in our
      common stock.*





**Risks
      Relating to Our Company**





**We
      are not current with our financial reporting obligations under the Securities
      Exchange Act of 1934, as amended, which will cause us to have difficulty raising
      money and we will not be able to apply for listing on the OTC Bulletin Board
      or
      any other exchange until we become current on such financial reporting
      obligations.**





We
      are
      dependent upon our ability to raise capital to complete our business plan.
      Specifically, and without limitation, we will need an additional approximately
      $2,600,000 to satisfy the second payment for our acquisition of Jinan Broadband
      and will need additional capital to acquire licenses in additional regions.
      Our
      ability to raise capital would be greatly hindered if we are not able to become
      and remain current with our reporting obligations. Remaining current will depend
      on our ability to prepare and consolidate our financial statements with our
      Chinese subsidiaries. If we do not raise capital, or if we are unable to become
      listed or remain listed on a United States trading exchange or quotation system,
      our business will be adversely affected.





13


**Our
      auditors have expressed substantial doubt in their report on our financial
      statements about our ability to continue as a going
      concern.**





Our
      auditors have included an explanatory paragraph in their report dated as of
      March 28, 2007 on our consolidated financial statements for the year ended
      December 31, 2006, indicating that there is substantial doubt regarding our
      ability to continue as a going concern. The financial statements included
      elsewhere in this current report do not include any adjustments to asset values
      or recorded liability amounts that might be necessary in the event we are unable
      to continue as a going concern. If we are in fact unable to continue as a going
      concern, you may lose your entire investment in our company. We will therefore
      need immediate additional substantial capital in order to continue to operate.





**No
      assurance can be made that we will be able to successfully complete our
      acquisition of Jinan Broadband since we face uncertainties with respect to
      our
      ability to complete the acquisition, such as:**




We
        will
        have to raise additional capital of approximately $2,600,000 (based on current
        US exchange rates for 20,000,000 RMB) before the end of December, 2007, nine
        months after making our initial payment in this acquisition. We do not believe
        at this time that we will be able to fund this payment with revenues of Jinan
        Broadband. If we are unable to make this payment, we will be forced to
        re-negotiate our payment terms and risk the loss of the business. Specifically:




·
            We
                have entered into the Exclusive Cooperation Agreement and must operate
                our
                business within its confines. This agreement is subject to change
                and we
                also must comply with complex and changing rules in China that relate
                to
                foreign ownership of a Chinese business.




·
            We
                may not be able to consolidate our financial statements or remain
                current
                with our financial reporting obligations due to policy changes or
                inability to maintain adequate records.




·
            Since
                the government of China is particularly sensitive to outside influences
                on
                print and electronic media, we could face changes in public policy
                in
                China that would prevent or discourage foreign ownership of media
                companies.




If
      any of
      the foregoing occurs we will be adversely affected.





**We
      are currently in a growth-stage and may experience setbacks in business
      development and expansion.**





We
      are
      subject to all of the risks inherent in the creation of a new business. As
      a
      growth-stage company, our cash flows may be insufficient to meet expenses
      relating to our operations and the growth of our business, and may be
      insufficient to allow us to service new and additional contracts.





**We
      may have unknown liabilities that accrued prior to our merger.**





The
      Company was formerly known as Alpha Nutra, Inc., and has had to management’s
      knowledge, no significant operations since June 2005. Prior to such time, Alpha
      Nutra was in the vitamins and nutritional supplements business. While we believe
      that no preexisting liabilities exist and will obtain limited indemnities from
      certain members of former management, no assurances can be made that AlphaNutra
      does not have any preexisting liabilities, commitments or restrictions that
      could result in a financial loss to us from completing this transaction or
      its
      consolidated audited financial statements.





14




**No
      assurance can be made that we will be able to successfully operate Jinan
      Broadband and/or the broadband cable business.**





The
      Broadband cable business of Jinan Broadband is our only initial business. This
      company has only approximately 40,000 broadband cable internet users as of
      late
      2006. Additionally, the broadband cable businesses of other agencies in China
      are relatively new with little or no reliable comparable statistical or historic
      financial information available. Under our current letters of intent to enter
      into new territories, we will be responsible for the initial installation and
      roll-out to customers. We therefore have limited or no experience or know-how
      with respect to operating a cable internet business in China and little
      information can be obtained. Therefore we cannot assume that we will be able
      to
      mange our business effectively.





**We
      do not own Jinan Parent or Jinan Center and if they or their ultimate
      shareholders or control persons violate our contractual arrangements with them,
      our business could be disrupted, our reputation may be harmed and we will have
      only limited rights and ability to enforce our rights against these parties.**





Our
      operations are currently dependent upon our contractual relationships with
      Jinan
      Center and Jinan Parent. The terms of these agreements are often statements
      of
      general intent and do not detail the rights and obligations of the parties.
      Some
      of these contracts provide that the parties will enter into further agreements
      on the details of the services to be provided. Others contain price and payment
      terms that are subject to monthly adjustment. These provisions may be subject
      to
      differing interpretations, particularly on the details of the services to be
      provided and on price and payment terms. It may be difficult for us to obtain
      remedies or damages from these companies or their ultimate shareholders for
      breaching our agreements. Because we rely significantly on these companies
      for
      our business, the realization of any of these risks may disrupt our operations
      or cause degradation in the quality and service provided by, or a temporary
      or
      permanent shutdown of, the company.  Our initial Exclusive Cooperation
      Agreement that enables us to own and operate the Jinan Broadband business,
and
      the
      Exclusive Service Agreement in which the parties will cooperate and provide
      each
      other with technical services related to their respective broadband, cable
      and
      Internet content-based businesses,is for a term of ten years (presuming
      we make our next payment that is due) and 20 years, respectively. If we are
      unable to renew these agreements on favorable terms, or to enter into similar
      agreements with other parties, our business may not expand, and our operating
      expenses may increase.





**Our
      future revenues depend on our ability to consistently bid and win new contracts
      and renew existing contracts and, therefore, our failure to effectively obtain
      future contracts could adversely affect our profitability.**





Our
      future revenues and overall results of operations require us to successfully
      bid
      on new contracts and renew existing contracts. Contract proposals and
      negotiations are complex and frequently involve a lengthy bidding and selection
      process, which is affected by a number of factors, such as market conditions,
      equipment availability and required governmental approvals. If negative market
      conditions arise or if the required governmental approval is not provided we
      may
      not be able to pursue particular projects, which could adversely affect our
      profitability.





**The
      success of our business is dependent on our ability to retain our existing
      key
      employees and to add and retain senior officers to our management.**





We
      depend
      on the services of our existing key employees, in particular, Clive Ng and
      Yue
      Pu. Our success will largely depend on our ability to retain these key employees
      and to attract and retain qualified senior and middle level managers to our
      management team. We also do not have a full time internal Chief Financial
      Officer or financial controller for the consolidated companies. We have
      recruited executives and management in China to assist in our ability to manage
      the business and to recruit and oversee employees. While we believe we offer
      compensation packages that are consistent with market practice, we cannot be
      certain that we will be able to hire and retain sufficient personnel to support
      our cable broadband business. The loss of any of our key employees would
      significantly harm our business. We do not maintain key person life insurance
      on
      any of our employees.




15




**Failure
      to achieve and maintain effective internal controls could have a material
      adverse effect on the trading price of our common stock and could prevent us
      from being listed in the OTC Bulletin Board or any other exchange or cause
      our
      delisting.**





We
      are
      subject to the reporting obligations of the United States securities laws.
      The
      Securities and Exchange Commission, as required by the Sarbanes-Oxley Act of
      2002, has adopted rules requiring public companies to include a report of
      management on such companies’ internal control over financial reporting in its
      annual report that contains an assessment by management of the effectiveness
      of
      such company’s internal control over financial reporting. In addition, an
      independent registered public accounting firm for a public company must attest
      to and report on management’s assessment of the effectiveness of the company’s
      internal control over financial reporting.





Management
      may not conclude that our internal control over our financial reporting is
      effective. Because of the complex and changing and regulatory enforcement and
      licensing rules in China, and because of our revenues sharing arrangements,
      it
      is possible our internal control will be lacking. If we fail to achieve and
      maintain the adequacy of our internal controls, we may not be able to ensure
      that we can conclude on an ongoing basis that we have effective internal
      controls over financial reporting in accordance with the Sarbanes-Oxley Act.
      As
      a result, any failure to achieve and maintain effective internal controls over
      financial reporting could result in the loss of investor confidence in the
      reliability of our financial statements, could negatively impact the trading
      price of our common stock or cause the delisting of our shares from any trading
      market in which they are on.





**Risks
      Related to Doing Business in China**





**The
      Chinese government may nationalize certain businesses or otherwise alter its
      policy with respect to foreign investment in China in a way that would prohibit
      or greatly hinder our ability to do business in China.**





While
      the
      Chinese government currently advocates foreign investment into China,
      socio-political changes, war or economic changes and shifts could result in
      a
      change in China’s policy with respect to investment from non-Chinese businesses.
      The government agencies, for example, could prohibit ownership of businesses
      by
      foreigners or revoke licenses granted that we are dependant on, or otherwise
      alter our revenue sharing model. While we do not believe that the foregoing
      is
      likely in the near future, no assurance can be made that such events, all of
      which would adversely affect us, will not occur.





**If
      our subsidiaries are restricted from paying dividends to us, our only internal
      source of funds would decrease.**





We
      have
      no operations and will initially have no business other than that of Jinan
      Broadband. We are dependent on dividends and other distributions from our
      subsidiaries in order to recognize revenues. If these subsidiaries incur debt
      on
      their own behalf in the future, the instruments governing the debt may restrict
      their ability to pay dividends or make other distributions to us, which in
      turn
      would limit our ability to pay dividends on our common stock. Under current
      Chinese tax regulations, dividends paid to us are not subject to Chinese income
      tax, but tax authorities in China may require us to amend our contractual
      arrangements with the WFOE or Jinan Broadband and their respective shareholders
      or affiliates, and to enter into different arrangements with other agencies
      in a
      manner that would materially and adversely affect the ability of our
      subsidiaries to pay dividends and other distributions to us or that would
      prohibit us from forfeiting revenues or consolidating our financial statements
      in order to comply with SEC reporting obligations. In addition, Chinese legal
      restrictions permit payment of dividends only out of net income as determined
      in
      accordance with Chinese accounting standards and regulations.





16




**The
      uncertain legal environment in China could limit the legal protections available
      to us.**





The
      Chinese legal system is a civil law system based on written statutes. Unlike
      common law systems, it is a system in which decided legal cases have little
      precedent value. In the late 1970s, the Chinese government began to promulgate
      a
      comprehensive system of laws and regulations governing economic matters. The
      overall effect of legislation enacted over the past 20 years has significantly
      enhanced the protections afforded to foreign invested enterprises in China.
      However, these laws, regulations and legal requirements are relatively recent
      and are evolving rapidly, and their interpretation and enforcement involve
      uncertainties. These uncertainties could limit the legal protections available
      to foreign investors such as us.





**Fluctuation
      in Renminbi exchange rates could adversely affect the value of our stock and
      any
      cash dividend declared on them.**





Our
      required remaining payment for Jinan Broadband is based on current conversion
      rates between the U.S. dollar and the Chinese Renminbi, also commonly referred
      to as “RMB.” Additionally, our ability to bid for and acquire businesses in new
      regions is dependent on favorable exchange rates between the U.S. dollar and
      the
      Chinese Renminbi. The value of the Renminbi may fluctuate according to a number
      of factors. From 1994 to July 21, 2005, the conversion of Renminbi into
      foreign currencies, including U.S. dollars, was based on exchange rates
      published by the People’s Bank of China, which was set daily based on the
      previous day’s inter-bank foreign exchange market rates in China and current
      exchange rates on the world financial markets. During that period, the official
      exchange rate for the conversion of Renminbi to US dollars was generally stable.
      However, on July 21, 2005, as a result of the Renminbi rates being tied to
      a basket of currencies, the Renminbi was revalued and appreciated against the
      U.S. dollar. Additionally, global events and expenditures that deflate the
      value
      of the U.S. dollar will result in more expensive purchase prices of China based
      entities. There can be no assurance that such exchange rate will continue to
      remain stable in the future. Our revenues are primarily denominated in Renminbi,
      and any fluctuation in the exchange rate of Renminbi may affect the value of,
      and dividends, if any, payable on, our shares in foreign currency terms.





**Restrictions
      on currency exchange may limit our ability to receive and use our revenues
      effectively.**





Because
      almost all of our future revenues may be in the form of Renminbi, any future
      restrictions on currency exchanges may limit our ability to use revenue
      generated in Renminbi to fund our business activities outside China or to make
      dividend payments in U.S. dollars. Although the Chinese government introduced
      regulations in 1996 to allow greater convertibility of the Renminbi for current
      account transactions, significant restrictions still remain. Current account
      transactions include payments of dividends and trade and service-related foreign
      exchange transactions.





In
      contrast, capital account transactions, which include foreign direct investment
      and loans, must be approved by the State Administration for Foreign Exchange,
      or
      SAFE. We cannot be certain that the Chinese regulatory authorities will not
      impose more stringent restrictions on the convertibility of the Renminbi,
      especially with respect to foreign exchange transactions.




**Risks
      Related to the Telecommunications and Internet**


**Industries
      in the People’s Republic of China**





**Increased
      government regulation of the telecommunications and Internet industries in
      China
      may result in the Chinese government requiring us to obtain additional licenses
      or other governmental approvals to conduct our business which, if unattainable,
      may restrict our operations.**





The
      telecommunications industry, including Internet content providers, or ICP,
      is
      highly regulated by the Chinese government, the main relevant government
      authority being the Ministry of Information Industry, or MII. Prior to China’s
      entry into the WTO, the Chinese government generally prohibited foreign
      investors from taking any equity ownership in or operating any
      telecommunications business. ICP services are classified as telecommunications
      value-added services and therefore fell within the scope of this prohibition.
      This prohibition was partially lifted following China’s entry into the WTO
      allowing foreign investors to own interests in Chinese businesses. In addition,
      foreign and foreign invested enterprises are currently not able to apply for
      the
      required licenses for operating cable broadband services in China.





17


We
      cannot
      be certain that we will be granted any of the appropriate licenses, permits
      or
      clearance that we may need in the future. Moreover, we cannot be certain that
      any local or national ICP or telecommunications license requirements will not
      conflict with one another or that any given license will be deemed sufficient
      by
      the relevant governmental authorities for the provision of our services.





We
      rely
      exclusively on contractual arrangements with Jinan Parent and its approvals
      to
      operate as Internet content providers. We believe that our present operations
      are structured to comply with Chinese law. However, many Chinese regulations
      are
      subject to extensive interpretive powers of governmental agencies and
      commissions. We cannot be certain that the Chinese government will not take
      action to prohibit or restrict our business activities. We are uncertain as
      to
      whether the Chinese government will reclassify our business as a media or retail
      company, due to our acceptance of fees for Internet advertising, online games
      and wireless value-added and other services as sources of revenues, or as a
      result of our current corporate structure. Such reclassification could subject
      us to penalties or fines or significant restrictions on our business. Future
      changes in Chinese government policies affecting the provision of information
      services, including the provision of online services, Internet access,
      e-commerce services and online advertising, may impose additional regulatory
      requirements on us or our service providers or otherwise harm our business.





**We
      may be unable to compete successfully against new entrants and established
      industry competitors.**




The
      Chinese market for Internet content and services is intensely competitive and
      rapidly changing. Barriers to entry are relatively minimal, and current and
      new
      competitors can launch new websites at a relatively low cost. Many companies
      offer competitive products or services including Chinese language-based Web
      search, retrieval and navigation services, wireless value-added services, online
      games and extensive Chinese language content, informational and community
      features and e-mail. In addition, as a consequence of China joining the World
      Trade Organization, the Chinese government has partially lifted restrictions
      on
      foreign-invested enterprises so that foreign investors may hold in the aggregate
      up to approximately 51% of the total equity ownership in any value-added
      telecommunications business, including an Internet business, in China.





Currently,
      our competition comes from standard “telephone” internet providers. Any of our
      present or future competitors may offer products and services that provide
      significant performance, price, creativity or other advantages over those
      offered by us and, therefore, achieve greater market acceptance than ours.





Because
      many of our existing competitors, as well as a number of potential competitors,
      have longer operating histories in the Internet market, greater name and brand
      recognition, better connections with the Chinese government, larger customer
      bases and databases and significantly greater financial, technical and marketing
      resources than we have, we cannot assure you that we will be able to compete
      successfully against our current or future competitors. Any increased
      competition could reduce page views, make it difficult for us to attract and
      retain users, reduce or eliminate our market share, lower our profit margins
      and
      reduce our revenues.





**Unexpected
      network interruption caused by system failures may reduce user base and harm
      our
      reputation.**





Both
      the
      continual and foremost accessibility of internet service websites and the
      performance and reliability of our technical infrastructure are critical to
      our
      reputation and the ability of our internet services to attract and retain users
      and advertisers. Any system failure or performance inadequacy that causes
      interruptions or delays in the availability of our services or increases the
      response time of our services could reduce user satisfaction and traffic, which
      would reduce the internet service appeal to users of “high speed” internet
      usage. As the number of users and traffic increase, we cannot assure you that
      we
      will be able to scale our systems proportionately. In addition, any system
      failures and electrical outages could materially and adversely impact our
      business.





18


**Computer
      viruses may cause delays or interruptions on our systems and may reduce our
      customer base and harm our reputation.**





Computer
      viruses may cause delays or other service interruptions on our systems. In
      addition, the inadvertent transmission of computer viruses could expose us
      to a
      material risk of loss or litigation and possible liability. We may be required
      to expend significant capital and other resources to protect our internet
      service against the threat of such computer viruses and to alleviate any
      problems. Moreover, if a computer virus affecting our system is highly
      publicized, our reputation could be materially damaged and customers may cancel
      our service.




**If
      our providers of bandwidth and server custody service fail to provide these
      services, our business could be materially curtailed.**





We
      rely
      on affiliates of Jinan Parent to provide us with bandwidth and server custody
      service for Internet users. If Jinan Parent or their affiliates fail to provide
      such services or raise prices for their services, we may not be able to find
      a
      reliable and cost-effective substitute provider on a timely basis or at all.
      If
      this happens, our business could be materially curtailed.





**Risks
      Relating to Our Securities**





**Our
      shares are very thinly traded and we do not anticipate this to change unless
      we
      are able to complete our consolidated additional financial statements in
      accordance with U.S. GAAP and remain current with our reports and succeed in
      implementing our business plan.**





Our
      common stock is thinly traded on the “Pink Sheet” market system. **** There
      can
      be no assurance that there will be an active market for our shares either now
      or
      in the future. The market liquidity will be dependant, among other things,
      on
      our ability to complete our consolidated financial statements in accordance
      with
      U.S. GAAP, our ability to remain current with our financial reporting
      requirements under the Securities and Exchange Act of 1934, as amended, and
      the
      perception of our operating business and any steps that our management might
      take to bring us to the awareness of investors. Also, no assurances can be
      made
      that there will be any awareness generated. Consequently, investors may not
      be
      able to liquidate their investment or liquidate it at a price that reflects
      the
      value of the business. If a more active market should develop, the price may
      be
      highly volatile. Because there may be a low price for our stock, many brokerage
      firms may not be willing to effect transactions in the securities. Even if
      an
      investor finds a broker willing to effect a transaction in the common stock,
      the
      combination of brokerage commissions, transfer fees, taxes, if any, and any
      other selling costs may exceed the selling price. Further, many lending
      institutions will not permit the use of such common stock as collateral for
      any
      loans.





**A
      substantial majority of our outstanding shares of common stock are "restricted
      securities" within the meaning of Rule 144 under the Securities Act.**





Our
      restricted shares of common stock may be sold only pursuant to an effective
      registration statement or under the requirements of Rule 144 or other applicable
      exemption from registration under the Act and as required under applicable
      state
      securities laws. Rule 144 provides in essence that a person who has held
      restricted securities for a period of at least one year may, under certain
      conditions, sell every three months, in brokerage transactions, a number of
      shares that does not exceed the greater of 1.0% of a company's outstanding
      common stock or the average weekly trading volume during the four calendar
      weeks
      prior to the sale. There is no limit on the amount of restricted securities
      that
      may be sold by a non-affiliate after the restricted securities have been held
      by
      the owner for a period of two years or more. Our stockholders before the closing
      of the Exchange Agreement who owned 10% or more of our shares will likely be
      deemed an affiliate until 90 days after the exchange transaction was completed.
      After such 90-day period and assuming said shares have been held for more than
      two years, these stockholders may be able to sell their shares without volume
      restrictions. A sale under Rule 144 or under any other exemption from the Act,
      if available, or pursuant to subsequent registrations of our shares, may have
      a
      depressive effect upon the price of our shares in any active market that may
      develop.





19


**Investors
      will have no control over activities of the company.**





One
        of
        our shareholders, Clive Ng will indirectly beneficially own over 75% of our
        common stock. In addition, several other shareholders will own or control
        an
        additional 15%. As a practical matter, these persons will have control of
        the
        Company and all of our subsidiaries and will be able to assert significant
        influence over the election of directors and other matters presented for
        a vote
        of stockholders. Investors will not have a voice in management decisions
        and
        will exercise very little control.





**Dilutive
      effects of issuing additional common stock** .





There
      are
      additional authorized but unissued shares of common stock and “blank check”
preferred stock of the Company that may be later issued by our management for
      any purpose without the consent or vote of the stockholders. Investors may
      be
      further diluted in their percentage ownership in the Company on an as-converted
      basis in the event additional shares are issued by China Broadband in the
      future.





**Our
      board of directors may issue blank check preferred stock with rights and
      privileges greater than those of the Shares.**





Our
      articles of incorporation authorize the issuance of shares of “blank check”
preferred stock, the rights, preferences, designations and limitations of which
      may be set by the board of directors. While no preferred stock is currently
      outstanding or subject to be issued, the articles of incorporation have
      authorized issuance of up to 5,000,000 shares of preferred stock (“Preferred
      Stock”) in the discretion of the board of directors. Such Preferred Stock may be
      issued upon filing of amended Articles of Incorporation and the payment of
      required fees; no further shareholder action is required. If issued, the rights,
      preferences, designations and limitations of such Preferred Stock would be
      set
      by the board of directors and could operate to the disadvantage of the
      outstanding common stock. Such terms could include, among others, preferences
      as
      to dividends and distributions on liquidation.





**There
      is no established public trading market for our securities and one may never
      develop. This could adversely affect the ability of investors in our Company
      to
      sell their securities in the public market.**





We
      are
      currently listed on the Pink Sheets and are not eligible for listing on the
      OTC
      Bulletin Board market system until we become current with all of our reports
      and
      remain current for a period of time. Even if we do eventually list our
      securities on the OTC Bulletin Board, we cannot predict the extent to which
      a
      trading market will develop or how liquid that market might become. Accordingly,
      holders of our common stock may be required to retain their shares for an
      indefinite period of time.





The
      OTCBB
      is an inter-dealer, over-the-counter market that provides significantly less
      liquidity than stock exchanges. Quotes for stocks included on the OTCBB are
      not
      listed in the financial sections of newspapers, as are those for the exchanges.
      Therefore, prices for securities traded solely on the OTCBB may be difficult
      to
      obtain and holders of common stock may be unable to resell their securities
      at
      or near their original acquisition price or at any price. Market prices for
      our
      common stock will be influenced by a number of factors, including:





·
            the
                issuance of new equity securities pursuant to future
                offering;




·
            changes
                in interest rates;




·
            competitive
                developments, including announcements by our
                competitors;




·
            new
                services or significant contracts and
                acquisitions;




·
            strategic
                partnerships, joint ventures or capital
                commitments;




·
            variations
                in quarterly operating
                results;




20




·
            change
                in financial estimates by securities
                analysts;




·
            the
                depth and liquidity of the market for our common
                stock;




·
            investor
                perceptions of us and of China-based investments and companies generally;
                and




·
            general
                economic and other national and international
                conditions.




**Our
      common stock is considered a "penny stock" and may be difficult to
      sell.**




Our
      common stock is currently quoted on the Pink Sheets, and trades below $5.00
      per
      share; therefore, our common stock is considered to be a “penny stock” and, as
      such, the market for our common stock may be further limited by certain SEC
      rules applicable to penny stocks. To the extent the price of our common stock
      remains below $5.00 per share or we have net tangible assets of $2,000,000
      or
      less, our common shares will be subject to certain “penny stock” rules
      promulgated by the SEC. Those rules impose certain sales practice requirements
      on brokers who sell penny stock to persons other than established customers
      and
      accredited investors. For transactions covered by the penny stock rules, the
      broker must make a special suitability determination for the purchaser and
      receive the purchaser’s written consent to the transaction prior to the sale.
      Furthermore, the penny stock rules generally require, among other things, that
      brokers engaged in secondary trading of penny stocks provide customers with
      written disclosure documents, monthly statements of the market value of penny
      stocks, disclosure of the bid and asked prices, disclosure of the compensation
      to the brokerage firm and disclosure of the sales person working for the
      brokerage firm. These rules and regulations adversely affect the ability of
      brokers to sell our common shares and limit the liquidity of our securities.





**We
      do not intend to pay dividends in the near future, if at
      all** ***.***





We
      do not
      intend to pay any dividends and we do not foresee making any cash distributions
      in the manner of a dividend or otherwise. Our board of directors presently
      intends to follow a policy of retaining earnings, if any.





**Our
      anticipated cash requirements are significant and we may attempt to raise
      capital through the issuance of common stock, a series of preferred stock or
      we
      may incur debt or issue other securities convertible or exercisable into our
      stock resulting in dilution of our existing shareholders’ ownership of the
      Company.**





Because
      we anticipate our current cash on hand and revenue from operations may not
      be
      sufficient to fund our anticipated needs, we may attempt raise capital through
      a
      private offering of securities. The issuance of significant amounts of equity
      or
      instruments convertible or exercisable into equity will dilute the ownership
      interest of our existing stockholders.





**Item
      2. Description of Property.**




Through
            January 23, 2007, we shared office space with Business Consulting Group
            Unlimited, Inc. at 2038 Corte Del Nogal, Suite 110, Carlsbad, California
            92011,
            an entity owned or controlled by our former principal shareholder, Mark
            L. Baum,
            Esq. Since the completion of the Share Exchange on January 23, 2007,
            our
            principal executive offices in the United States has been and continue
            to be
            located at 1900 Ninth Street, 3rd Floor Boulder, Colorado 80302, under
            a lease
            with Maxim Financial Corporation, a consultant to the Company. This space
            was
            occupied previously by China Broadband Cayman, since its inception in
            mid 2006.
            This lease is for 1,000 square feet of office space and shared administrative
            services. The monthly lease rate is $2,000 per month. This lease may
            be
            terminated for any reason by Maxim Financial Corporation on 30 days notice.
            Pursuant to our consulting agreement with it, Maxim Financial Corporation
            has
            waived its past fees owed by China Broadband Cayman since July of 2006
            and all
            future rental fees of the Company through December 31,
            2007.





The
      principal address of our operating business of Jinan Broadband is c/o Jinan
      Guangdian Jiahe Digital TV Co. Ltd., No. 32, Jing Shi Yi Road, Jinan Shandong
      250014, Tel: (86531)-85652255 87077886 Fax: (86531)-82953142. ****





21


**Item
        3. Legal Proceedings.**
  On
        January 2, 2003 we filed a Voluntary Petition for Bankruptcy under Chapter
        11 of
        the United States Bankruptcy Code as case number 03-00039-JM. On November
        6,
        2004 our Plan of Reorganization was approved by the Honorable James Meyers,
        Judge, United States Bankruptcy Court for the Southern District of California.
        The Plan became effective on November 30, 2003 and the acquisition of LTH
        as
        required under the Plan was completed on January 1, 2004. Details of this
        Plan
        were reported on our Current Report on Form 8-K filed with the SEC on January
        16, 2004.
  On
          or
          about October 8, 2004, we entered into a share exchange agreement with
          Tempo
          Laboratories, Inc. to acquire 100% of the issued and outstanding stock
          of Tempo
          in exchange for the issuance of 1,320,000 shares of our common stock to
          all of
          the Tempo Laboratories,
          Inc. shareholders. Shortly thereafter, the parties to the agreement
          became parties to a lawsuit entitled Mankosa v. Donsbach (CA Sup. Ct. Case
          No.
          GIC 843131) concerning the terms of the agreement and various representations
          made by the parties. As of the date of this Report, the lawsuit is pending.
          On
          May 19, 2005, the parties to the Mankosa v. Donsbach litigation entered
          into a
          settlement agreement whereby the Share Exchange Agreement with Tempo
          Laboratories, Inc. was unwound and no shares were transferred pursuant
          to this
          Agreement and the suit was dismissed without
          prejudice.
  **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 No
        matters were submitted to a vote of security holders during the fourth quarter
        of the year ended December 31, 2006.
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder Matters and Small Business
        Issuer Purchases of Equity Securities.**
 
 Effective
        as of October 16, 2007, the symbol for our common stock which is trading
        on the
        Pink Sheets, was changed to “CBBD” to reflect our name change to China
        Broadband, Inc. Prior to such time the symbol for our common stock was “APNA”.
        While trading on the Pink Sheets, the letters “.PK” are added to the end of our
        four letter identifier. Trading in the common stock in the over-the-counter
        market has been limited and sporadic and the quotations set forth below are
        not
        necessarily indicative of actual market conditions. Further, these prices
        reflect inter-dealer prices without retail mark-up, mark-down, or commission,
        and may not necessarily reflect actual transactions. As of May 17, 2007 the
        closing price for our common stock was $3.00.
  **Fiscal
                  Years:**
  **2006**
              
              **High**
              
              **Low**December
                  31, 2006
              
              $
              2.75
              
              $
              1.50September
                  30, 2006
              
              $
              4.00
              
              $
              5.00June
                  30, 2006
              
              $
              4.00
              
              $
              5.00March
                  31, 2006
              
              $
              4.00
              
              $
              5.00**2005**December
                  31, 2005
              
              $
              0.10
              
              $
              0.10September
                  30, 2005
              
              $
              0.10
              
              $
              0.10June
                  30, 2005
              
              $
              0.25
              
              $
              0.25March
                  31, 2005
              
              $
              0.50
              
              $
              0.25
 
 As
        of May
        14, 2007 there were 294 record holders of our common stock and 50,000,000
        shares
        of common stock issued and outstanding. The transfer agent of our common
        stock
        is Transfer Online, Inc.
 
 **Dividends**
  We
        have
        not declared or paid dividends to our stockholders during this or our two
        most
        recently completed fiscal years. We do not anticipate that we will pay dividends
        any time in the near future and anticipate reinvesting revenues, if any,
        in the
        operations of the Company.
 
 22
  Shares
        eligible for future sale could depress the price of our common stock, thus
        lowering the value of a buyer’s investment. Sales of substantial amounts of
        common stock, or the perception that such sales could occur, could adversely
        affect prevailing market prices for shares of our common stock.
 
 Our
        revenues and operating results may fluctuate significantly from quarter to
        quarter, which can lead to significant volatility in the price and volume
        of our
        stock. In addition, stock markets have experienced extreme price and volume
        volatility in recent years. This volatility has had a substantial effect
        on the
        market prices of securities of many smaller public companies for reasons
        unrelated or disproportionate to the operating performance of the specific
        companies. These broad market fluctuations may adversely affect the market
        price
        of our common stock.
 
 **EQUITY
        COMPENSATION PLAN INFORMATION**
 
 **(a)**
              
              **(b)**
              
              **(c)****Plan
                  Category**
              
              **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))**Equity
                  compensation plans approved by security holders (1)
              
              
              -0-
              
              
              n/a
              
              
              -0-Equity
                  compensation plans not approved by security holders (2)
              
              
              -0-
              
              
              n/a
              
              
              -0-Total
              
              
              -0-
              
              
              n/a
              
              
              -0-
  (1)  We
        do not
        have any equity compensation plans approved by the security
        holders.
  (2)  We
        do not
        have any equity compensation plans not approved by the security
        holders.
 
 **Recent
        Sales of Unregistered Securities**
 
 *Issuance
        of Shares Pursuant to Share Exchange Agreement on January 23,
        2007*
 
 On
          January 23, 2007 and pursuant to the Exchange Agreement between us, China
          Broadband Cayman and its four shareholders (referred to herein as the “Broadband
          Shareholders”) we acquired 100% of the outstanding capital stock of China
          Broadband Cayman from the four Broadband
          Shareholders in exchange for 37,865,506 shares (the “Exchange Shares”) of
          our common stock.
 
 Pursuant
          to the Exchange Agreement, we also assumed obligations of China Broadband
          Cayman
          under an aggregate of $325,000 principal amount of 7% Convertible Promissory
          Notes held by 11 accredited investors, which became convertible into 1,300,000
          shares of common stock and other related obligations. All eleven of the
          holders
          of these convertible notes have requested conversion into our common stock
          effective February 28, 2007 and interest was paid through such date to
          the
          holders. We also assumed the obligations of China Broadband Cayman to register
          these shares and to issue to WestPark Capital, Inc., the placement agent
          in such
          offering, 48,000 shares of common stock.
 
 Simultaneously
          with the closing of the Share Exchange, and as a necessary condition thereto
          in
          order to fund our acquisition of the broadband business in China, we conducted
          the first closing of our private offering pursuant to which we entered
          into
          subscription agreements with investors with respect to issuance of 6,000,000
          shares of common stock and 3,000,000 warrants, exercisable at $2.00 per
          share.
          This offering was conducted through WestPark Capital, Inc., as placement
          agent
          on a “best efforts, $3,000,000 minimum, $4,000,000 maximum” basis. Through May
          of 2007, we raised the maximum offering amount of $4,000,000 in this
          offering and sold an aggregate of 8,000,000 shares and 4,000,000 warrants
          to
          accredited investors. We used $2,570,679 of the proceeds of this offering
          to pay
          the first installment of our acquisition of a 51% interest in the China
          based
          broadband cable internet business spun off by Jian Guangdian Jia He Digital
          Television Co., Ltd. This business acquisition is our only initial
          operating business as of April 1, 2007. We granted the investors
          registration rights in connection with this offering and compensated WestPark
          Capital, Inc., our placement agent, a placement agent fee consisting of
          $320,000
          plus expenses, and issued to them 640,000 warrants to purchase common stock
          at
          $.60 per share and expiring in 2009.
  In
            addition, on November 9, 2006, the Company entered into a settlement
            agreement
            with Business Consulting Group, LLC, an entity owned and controlled by
            Messers.
            Panther and Baum, our former principal shareholders and officers, and
            issued to
            them 2,000,000 shares of common stock in exchange for all previous services
            rendered and a full mutual release.
 23
  **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 The
        following discussion and analysis should be read in conjunction with our
        audited
        financial statements and related notes included in this report and the “Forward
        Looking Statements” in the beginning of this report and the “Risk Factors”
section above. The statements contained in this report that are not historic
        in
        nature, particularly those that utilize terminology such as “may,” “will,”
“should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or
        comparable terminology are forward-looking statements based on current
        expectations and assumptions. These statements are based on current information
        available to management.
 
 Various
        risks and uncertainties could cause actual results to differ materially from
        those expressed in forward-looking statements. Factors that could cause actual
        results to differ from expectations include, but are not limited to, those set
        forth under the sections “Forward Looking Statements” in the forepart of this
        report and “Risk Factors” set forth in this report, all of which should be read
        together.
  **Background**
  We
        were
        inactive from 1998 through 2003. Our only activity in 2003 was the maintenance
        of our voluntary bankruptcy petition and negotiations with LTH resulting
        in the
        Plan of Reorganization which was, on November 6, 2003, approved by the United
        States Bankruptcy Court for the Southern District of California. Our current
        business is described below.
 
 **Current
        Nature of Operations**
  Prior
        to
        the completion of our acquisition of Jinan Broadband, which became effective
        as
        of April 1, 2007, and since our sale of the Lets Talk Health, Inc., and Avidia
        Nutrition businesses in July of 2005, we had no material operations. We operated
        during this period as a blank check company in search of a business acquisition.
        For purposes of this Annual Report, references to our “current business” or to
“China Broadband” refer to our business operations going forward relating to the
        China-based cable broadband business.
 
 **Operating
        Companies**
 
 We
        currently operate through China Broadband Cayman, our wholly-owned subsidiary,
        which in turn operates through its WFOE located in China. The WFOE owns a
        51%
        interest in Jinan Broadband and has entered into a Service Agreement with
        Jinan
        Parent that enables us to share revenues and consolidate our financial
        statements in the future.
  24
 **Results
        of Operations.**
  ***Year
        Ended December 31, 2006*** **** ***Compared
        to the Year Ended December 31, 2005***
 
 During
        fiscal 2006 we had no operations.
  In
        July
        of 2005, we sold our Lets Talk Health, Inc. and Avidia Nutrition businesses.
        Following the sale of these operating businesses we had no ongoing business
        operations. Operating results until June 30, 2005 were treated as Discontinued
        Operations. As a result, the Company is deemed to have re-entered the
        development stage on January 1, 2005. During fiscal 2005, the company incurred
        a
        loss from its discontinued operations in the amount of $474,306.
  During
        fiscal 2005 the company incurred a loss of $500,000 related to its continuing
        operations primarily resulting from administrative expenses of the Company.
  Subsequent
          to the Share Exchange and the acquisition by our WFOE of ** Jinan
          Broadband, our revenues will be based on the number of paying cable broadband
          internet customers in the Shandong province of China and in other areas
          that we
          acquire businesses. As of year-end 2006, we had approximately 40,000 active
          paying subscribers for our service in this region. There are a total
          of 1,100,000 homes with estimated cable access in the Jinan region of
          Shandong, approximately 20% of which already have cable and internet
          in some form. (See,
          www.jinan.gov.cn).
 
 Our
        gross
        revenues will be dependent several factors:
  ·
              the
                  amount that we are permitted to charge for cable broadband internet
                  services in the regions we operate in,
  ·
              the
                  number of subscribers we have in each region,
  ·
              advertising
                  revenues, and
  ·
              other
                  revenues from other permitted value added services that we perform.
 
 We
        intend
        to develop our business by growing internally to increase the subscribers
        for
        our services in the regions we operate and by acquiring licenses to operate
        the
        cable broadband business in other regions.
 
 Our
        cost
        of goods sold will consist primarily of the costs of products or services
        sold
        to customers. In the future, we may expand or increase the discounts we offer
        to
        our customers and may otherwise alter our pricing structures and policies.
        These
        changes would negatively reduce our gross margins. In addition to pricing
        strategy, our gross margins will fluctuate based on other factors,
        including:
 
 ·
              the
                  cost of our products, including the extent of purchase volume discounts
                  we
                  are able to obtain from our
                  suppliers;
  ·
              promotions
                  or special offers that we offer to attract new customers;
                  and
  ·
              the
                  mix of products within each brand category that our customers
                  purchase.
  Our
        selling, general and administrative expenses will consist
        of personnel costs including taxes and benefits, rent and utilities, contract
        labor, insurance, professional fees, marketing, telecommunication and Internet
        costs, and other administrative expenses. We
        expect
        selling, general and administrative expenses to increase as we grow our
        business
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        December 31, 2006 and 2005 we had no cash on hand or accounts receivable.
        Given
        our current commitments and working capital, we cannot support our operations
        for the next 12 months without additional capital.
 
 25
 On
        January 23, 2007 we completed the first closing of our private placement
        offering and completed our Share Exchange with China Broadband Cayman.
 
 We
        raised
        an aggregate of $4,000,000 in the private placement offering with net proceeds
        of $3,680,000 and issued an aggregate of 8,000,000 shares and 4,000,000
        warrants.
 
 We
          used
          approximately $2,570,679 of the proceeds of the offering towards the cost
          of our
          first half installment payment for the 51% interest in Jinan Broadband
          in 2007.
          We used $10,490.24 to repay interest through February 28, 2007, on the
          $325,000
          principal amount of 7% Convertible Promissory Notes issued in September
          of 2006
          by China Broadband Cayman, the obligations of which were assumed by us.
          All of
          these Convertible Notes have been converted into an aggregate of 1,300,000
          shares of common stock as of February 28, 2007, with interest paid through
          such
          date in cash.
 
 *Need
        for Additional Capital*
 
 Management
        believes that it has sufficient funds to satisfy the Company’s cash requirements
        for the next six months. We intend to grow primarily through marketing to
        increase our subscriber base and through acquisitions of China based internet
        and cable businesses. We will need capital to make additional acquisitions.
        The
        amount and timing of our future capital requirements will depend upon many
        factors, including the number and size of opportunities available to the
        Company, the level of funding received by us, anticipated private placements
        of
        our common stock, the level of funding obtained through other financing sources,
        and the timing of such funding. In the event we are unable to raise additional
        capital we will not be able to sustain any growth.
 
 *Dividends*
 
 We
        intend
        to retain any future earnings to finance the expansion of our business and
        any
        necessary capital expenditures, and for general corporate purposes.
 
 As
        of
        December 31, 2006, we had total liabilities of $0 including total current
        liabilities of $0 and total long term liabilities of $0.
  **Critical
        Accounting Policies**
  *Accounting
          Method*
  The
          Company's policy is to use the accrual method of accounting to prepare
          and
          present financial statements, which conform to generally accepted accounting
          principles (GAAP). The Company has elected a December 31, year-end.
  *Estimates*
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates. In accordance with FASB
          16 all
          adjustments are normal and recurring.
 **Recent
        Accounting Pronouncements**
 
 In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
        No. 157). The purpose of SFAS No. 157 is to define fair value, establish
        a
        framework for measuring fair value, and enhance disclosures about fair value
        measurements. The measurement and disclosure requirements are effective for
        the
        company beginning in the first quarter of fiscal year 2008.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS
        No. 159 permits companies to choose to measure certain financial
        instruments and certain other items at fair value. The standard requires
        that
        unrealized gains and losses on items for which the fair value option has
        been
        elected be reported in earnings. SFAS No. 159 is effective for the company
        beginning in the first quarter of fiscal year 2008, although earlier adoption
        is
        permitted.
 
 Management
        does not believe that any recently issued, but not yet effective, accounting
        standards, if currently adopted, would have a material effect on the
        accompanying financial statements.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off balance sheet arrangements that are reasonably likely to have
        a
        current or future effect on our financial condition, revenues, results of
        operations, liquidity or capital expenditures.
 
 26
 **I** **tem
        7. Financial Statements**
 
 Please
        see the “F” pages at the end of this Report for financial statements for the
        calendar years ended December 31, 2006 and 2005. Our audited financial
        statements do not reflect the business or operations of China Broadband,
        since
        the acquisition of this business was consummated in 2007. In
        addition, our audited financial statements do not reflect our corporate name
        change from Alpha Nutra, Inc. to China Broadband, Inc., which became effective
        on May 4, 2007, subsequent to our fiscal year end. Accordingly, all references
        to the Company in our audited financial statements are to Alpha Nutra,
        Inc.
 
 **Item
        8. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 
 During
        our fiscal years ended December 31, 2006 and 2005, we have not had any changes
        or disagreements with our independent registered public accounting firm on
        accounting and financial disclosure.
 
 **Item
        8A. Controls and Procedures.**
 
 (a)
        **Evaluation of Disclosure Controls and Procedures**
 
 As
        of May
        2007, we do not have a full time internal chief financial officer as our
        operations prior to April 2007 have not necessitated such. Based on an
        evaluation of our disclosure controls and procedures (as defined in
        Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
        1934, as amended) required by paragraph (b) of Rule 13a-15 or
        Rule 15d-15, as of December 31, 2006, our Principal Executive Officer and
        Principal Financial Officer has concluded that, other than our reports that
        we
        file or submit under the Exchange Act being recorded, processed, summarized
        and
        reported within the time periods specified in the Commission’s rules and
        forms, our disclosure controls and procedures were effective in ensuring
        that information required to be disclosed by us in the reports that we file
        or
        submit under the Exchange Act is recorded, processed, summarized and reported.
        Our Principal Executive Officer and Principal Financial Officer also concluded
        that, as of December 31, 2006, our disclosure controls and procedures were
        effective in ensuring that information required to be disclosed by us in
        the
        reports that we file or submit under the Exchange Act is accumulated and
        communicated to our management, including our Principal Executive Officer
        and
        Principal Financial Officer, to allow timely decisions regarding required
        disclosure.
  (b)
        **Changes in Internal Controls**
 
 During
        the period ended December 31, 2006, there were no changes in our internal
        control over financial reporting identified in connection with the evaluation
        required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
        affected, or is reasonably likely to materially affect, our internal control
        over financial reporting.
 
 **Item
        8B. Other Information.**
 
 On
        June
        30, 2005, we entered into a settlement agreement with Business Consulting
        Group
        Unlimited, Inc., a Nevada company, pursuant to which BCGU forgave the
        outstanding debt we owed BCGU in exchange for our payment to BCGU of $47,500
        and
        500,000 restricted shares of our common stock.
  On
        July
        30, 2005, our board of directors appointed Messrs. Mark L. Baum and James
        B.
        Panther to our board of directors.
 
 On
        August
        26, 2005, directors Louis J. Paulsen, Robert Bliss and Jim Cartmill resigned
        from their positions as directors of the company. The resignations were not
        because of any disagreements with the company on matters relating to its
        operations, policies, practices or financial statements.
 
 On
        January 23, 2007, pursuant to the Share Exchange Agreement entered into in
        January of 2007, we acquired all of the shares of China Broadband Cayman
        pursuant to the Share Exchange described above. At the time of the closing
        of
        the Share Exchange, China Broadband Cayman was a party to an agreement to
        acquire a 51% controlling interest in an operating broadband cable internet
        company based in the city of Jinan in the Shandong Region of China which
        agreement was finalized in April 2007. These transactions are not reflected
        in
        our financial statements as they occurred after the fiscal year ended December
        31, 2006.
 
 27
 On
        January 23, 2007, in connection with the Share Exchange, Messrs. Baum and
        Panther resigned from all officer and director positions with the Company
        and
        new management was appointed as further discussed below. These resignations
        were
        not because of any disagreements with the Company on matters relating to
        its
        positions, policies, practices or financial statements.
 
 [ *Remainder
        of page intentionally left blank* ]
  28
  **PART
        III**
  **Item
          9.  **Directors,
          Executive Officers, Promoters, Control Persons And Corporate Governance;
          Compliance With Section 16(a) Of The Exchange
          Act****
 
 **Executive
        Officer and Directors**
  Prior
          to
          the Share Exchange, our only two directors and officers were Mark L. Baum,
          Esq.
          (our former President and CFO) and James B. Panther, II (our former Secretary)
          both of which resigned effective as of the completion of the Share Exchange
          on
          January 23, 2007.
  The
        officers of the Company immediately after the Share Exchange on January 23,
        2007
        and as of the date hereof are as follows:
 
 **Name
                  of Individual**
              
              **Age**
              
              **Position**Clive
                  Ng
              
              44
              
              President,
                  Chairman of the Board of DirectorsYue
                  Pu
              
              34
              
              Chief
                  Executive Officer, Director
 
 In
        addition to the above, Mr. Jiang Bing was appointed as a director, however,
        has
        since resigned as of May 18, 2007 due to personal reasons and not as a result
        of
        any disagreements with the Company on any matters. Directors serve until
        the
        next annual meeting and until their successors are elected and qualified.
        Officers are appointed to serve for one year until the meeting of the board
        of
        directors following the annual meeting of stockholders and until their
        successors have been elected and qualified. There are no family relationships
        between any of our directors or officers.
 
 The
        principal occupations for the past five years (and, in some instances, for
        prior
        years) of each of our executive officers and directors are as
        follows:
 
 ***Clive
        Ng, Chairman*** In 2006,
        Mr. Ng co-founded 88 Holdings LLC as a management company strategically focused
        on investing in and growing media companies, primarily in Asia. From 1998
        to 2004, he co-founded and was CEO of Pacific Media Plc, a T-commerce company
        headquartered in Hong Kong (LSE:PCM) and with principal operations in mainland
        China. From 1992 to 2006, Mr. Ng sat on the Board of Directors for Pacific
        Media. From 1991 to 1994, he arranged for United International Holdings
        Inc. (since renamed UnitedGlobalCom, NASDAQ:UCOMA), a US cable company, to
        enter
        the Asian market. In 1992, he co-founded TVB Superchannel Europe, a Chinese
        language broadcaster in Europe. In addition, from 1999 to 2002, Mr. Ng was
        Chairman and founder of Asiacontent (NASDAQ:IASIA), one of the first Asian
        internet companies to list in the US and was part of a joint venture consisting
        of NBCi, MTVi, C-NET, CBS Sportsline and DoubleClick in Asia. In 1998, Mr.
        Ng
        was one of the initial investors and founder of E*TRADE Asia, a partnership
        with
        E*TRADE Financial Corp (NYSE: ET). In 1999, he was also a founding shareholder
        of MTV Japan, with H&Q Asia Pacific and MTV Networks (a division of Viacom
        Inc).
 
 ***Pu
        Yue , Chief Executive Officer*** Mr.
        Pu
        Yue carries with him more than a decade of Chinese media industry experience
        spanning across publishing, Internet and TV sectors.   From 2005 to 2006,
        Mr. Pu was with China Media Networks, the TV media arm of HC International,
        as
        BD director, before starting up Jinan Broadband in 2006.   From 2003 to
        2005, Mr. Pu was with Outlook Weekly of Xinhua News Agency as a strategic
        advisor and BD director, facilitating China's leading national news week
        to
        launch a new weekly magazine entitled “Oriental Weekly” under its portfolio.
        From 1999 to 2000, he was BD Director and a member of the founding team for
        Macau 5-Star Satellite TV and successfully raised 20 million USD for the
        Satellite TV venture in 2000. From 1997 to 1999, he joined Economic Daily,
        and was head of the Internet arm of one of China's most popular business
        and
        entrepreneur magazines, where he spearheaded the set-up of 10,000 member
        readership club on Internet. From 1993 to 1997, Mr. Pu was an intelligence
        officer with China's National Security Service and a logistics specialist
        with a
        joint venture between Crown Cork & Seal and John Swire & Sons in
        Beijing.  Mr. Pu received an MBA from Jones Graduate School of Business of
        Rice University in 2002 and Bachelor in Law from University of International
        Relations in China in 1993.
 
 29
 **Board
        of Directors Committees**
 
 We
        do not
        currently have a standing audit, nominating or compensation committee of
        the
        Board of Directors, or any committee performing similar functions. Our Chairman
        of the Board, Clive Ng, and our remaining director, Yue Pu, perform the
        functions of audit, nominating and compensation committees. Messrs. Ng, and
        Pu
        also participate in the consideration of Director nominees. Since the Board
        of
        Directors currently consists of two members, it does not believe that
        establishing a separate nominating committee is necessary for effective
        governance. When additional members of the Board of Directors are appointed
        or
        elected, we will consider creating a nominating committee. In addition, because
        we are not an issuer listed on a national securities exchange or listed in
        an
        automated inter-dealer quotation system of a national securities association,
        we
        are not required to have an audit committee. Although we hope to have an
        audit
        committee established at some time in the near future, we have not done so
        yet.
 
 Since
        we
        have not established such a committee, we have not identified any member
        of such
        a committee as a financial expert.
 
 **Advisory
        Board**
 
 We
        do not
        currently have an Advisory Board.
 
 **Director
        Independence**
 
 Our
        current directors are not considered independent directors as defined by
        any
        national securities exchange registered pursuant to Section 6(a) of the
        Securities Exchange Act of 1934 or by any national securities association
        registered pursuant to Section 15A(a) of the Securities Exchange Act of
        1934.
 
 **Meetings
        of our Board of Directors**
  Our
          Board
          of Directors took
          action by written consent in lieu of meeting four times during
          the 2006 fiscal year and
          did
          not hold regular meetings.
 
 **Family
        Relationships**
 
 There
        are
        no family relationships among our executive officers and directors.
 
 **Involvement
        in Certain Legal Proceedings** .
 
 Except
        as
        set forth herein, no officer or director of the Company has, during the last
        five years: (i) been convicted in or is currently subject to a pending a
        criminal proceeding; (ii) been a party to a civil proceeding of a judicial
        or
        administrative body of competent jurisdiction and as a result of such proceeding
        was or is subject to a judgment, decree or final order enjoining future
        violations of, or prohibiting or mandating activities subject to any federal
        or
        state securities or banking laws including, without limitation, in any way
        limiting involvement in any business activity, or finding any violation with
        respect to such law, nor (iii) has any bankruptcy petition been filed by
        or
        against the business of which such person was an executive officer or a general
        partner, whether at the time of the bankruptcy of for the two years prior
        thereto.
  30
  **Compliance
        with Section 16(a) of the Exchange Act**
 
 Section 16(a)
          of the Securities Exchange Act of 1934, as amended, requires our directors,
          executive officers, and stockholders holding more than 10% of our outstanding
          common stock, to file with the Securities and Exchange Commission initial
          reports of ownership and reports of changes in beneficial ownership of
          our
          common stock. Executive officers, directors and greater-than-10% stockholders
          are required by SEC regulations to furnish us with copies of all
          Section 16(a) reports they file. To our knowledge, based solely on review
          of the copies of such reports furnished to us for the period ended December
          31,
          2005, the Section 16(a) reports required to be filed by our executive
          officers, directors and greater-than-10% stockholders were filed on a timely
          basis, other than Messrs.
          Ng, Bing and Pu, which have all filed a Form 3 late.
  **Code
        of Ethics**
  To
        date,
        we have not adopted a Code of Ethics as described in Item 406 of Regulation
        S-B.
        Given our recent acquisition, we have not yet had the opportunity to adopt
        a
        code of ethics. However, we intend to adopt a code of ethics as soon as
        practicable.
 
 **Item
        10. Executive Compensation**
 
 **SUMMARY
        COMPENSATION TABLE**
 
 The
        following table sets forth information concerning the total compensation
        that we
        have paid or that has accrued on behalf of our chief executive officer and
        other
        executive officers with annual compensation exceeding $100,000 during the
        years
        ended December 31, 2006 and 2005.
  **Name
                  & Principal Position**
              
              **Year**
              
              **Salary
                  ($)**
              
              **Bonus
                  ($)**
              
              **Stock
                  Awards($)**
              
              **Option
                  Awards ($)**
              
              **Non-Equity
                  Incentive Plan Compensation ($)**
              
              **Change
                  in Pension Value and Non-Qualified Deferred Compensation Earnings
                  ($)**
              
              **All
                  Other Compensation ($)**
              
              **Total
                  ($)**Mark
                  L. Baum, Former President, CFO and Director
              
              
              2006
              
              
              0
              
              
              0
              
              
              —
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              02005
              
              
              0
              
              
              0
              
              
              —
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0James
                  Panther, II, former Director and Secretary
              
              
              2006
              
              
              0
              
              
              0
              
              
              —
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              02005
              
              
              0
              
              
              0
              
              
              —
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
  **[** *Remainder
        of page intentionally left blank* **]**
  31
  **Option
        Grants and Exercises**
 
 **OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR-END TABLE**
  The
        following table sets forth information with respect to grants of options
        to
        purchase our common stock to the named executive officers during the fiscal
        year
        ended December 31, 2006.
  **Option
                  Awards**
              
              **Stock
                  Awards****Name**
              
              **Number**
                **of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options**
                **(#)**
                **Exercisable**
              
              **Number**
                **of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options**
                **(#)**
                **Unexercisable**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Securities
                  Underlying**
                **Unexercised**
                **Unearned**
                **Options**
                **(#)**
              
              **Option**
                **Exercise**
                **Price**
                **($)**
              
              **Option**
                **Expiration**
                **Date**
              
              **Number**
                **of
                  Shares**
                **or
                  Units**
                **of
                  Stock**
                **That
                  Have**
                **Not**
                **Vested**
                **(#)**
              
              **Market**
                **Value
                  of**
                **Shares
                  or**
                **Units
                  of**
                **Stock**
                **That
                  Have**
                **Not**
                **Vested**
                **($)**
              
              **Equity**
                **Incentive**
                **Plan
                  Awards:**
                **Number**
                **of**
                **Unearned**
                **Shares,**
                **Units
                  or**
                **Other
                  Rights**
                **That
                  Have**
                **Not**
                **Vested**
                **(#)**
              
              **Equity
                  Incentive**
                **Plan
                  Awards:**
                **Market
                  or Payout**
                **Value**
                **of**
                **Unearned**
                **Shares,**
                **Units
                  or**
                **Other**
                **Rights**
                **That
                  Have**
                **Not**
                **Vested**
                **($)**Mark
                  L. Baum, Esq.
              
              
              (1
              )
              
              0
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              0
              
              
              —
              
              
              0
 
 (1)
2,000,000
          shares of common stock were issued in November of 2006, in exchange for
          previous
          services rendered and a full release. In addition,500,000 options to
          purchase our common stock at $.60 per share were issued to BCGU, LLC, an
          entity
          owned and controlled by both Mr. Baum and Mr. Panther, our former executive
          officers and directors prior to the Share Exchange, after December 31,
          2006.
 
 There
        were no other option grants or exercises by any of the executive officers
        named
        in the Summary Compensation Table above.
  **2006
          DIRECTOR COMPENSATION**
 
 The
        following table sets forth certain information regarding the compensation
        earned
        by or awarded to each non-employee director who served on our Board of Directors
        in 2006.
 
 **Name**
              
              **Fees
                  Earned or**
                **Paid
                  in Cash**
                **($)**
              
              **Stock
                  Awards**
                **($)**
              
              **Changes
                  in**
                **pension**
                **Value
                  and**
                **nonqualified**
                **compensation**
                **earnings**
                **($)**
              
              **All
                  Other**
                **Compensation
                  ($)**
              
              **Total**
                **($)**None
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
  
 We
        currently do not compensate our directors.
 
 32
 **Employment
        and Consultant Agreements**
 
 There
          were no employment agreements or consulting agreements entered into in
          2005 or
          2006. The Company entered into a consulting agreement with Maxim Financial
          Corporation on January 23, 2007, the provisions of which are described
          below.
          Additionally, in connection with the Share Exchange and acquisition of
          the
          business acquisition, the Company entered into the employment agreements
          set
          forth below:
 
 **Consulting
        Agreement with Maxim Financial Corporation**
 
 *Consulting
        Agreement and Lease of Office Space in Boulder Colorado*
 
 We
          have
          entered into a year to year lease to rent office space and facilities in
          Boulder
          Colorado from Maxim. This lease covers 1,000 square feet of office space
          and
          related services, which we primarily use as our United States corporate
          offices.
          The monthly lease rate is $2,000 per month. This lease may be terminated
          for any
          reason by Maxim Financial Corporation on 30 days notice. Pursuant to our
          consulting agreement with it, Maxim Financial Corporation has waived its
          past
          fees which
          have accrued to China Broadband Caymansince July of 2006 and all future
          rental fees through December 31, 2007.
 
 **Employment
        Agreements.**
  *Employment
        Agreement with Jiang Bing*
  We
        have
        entered into an employment agreement with Jiang Bing, our Vice Chairman and
        Director, who will hold similar executive positions of our operating
        subsidiaries. Pursuant to this employment agreement, Mr. Bing will receive
        compensation of $120,000 per annum, plus a bonus and other medical and similar
        benefits. This term of this employment agreement was to terminate on July
        7,
        2009. This employment agreement was mutually terminated with Mr. Bing’s
        resignation on May 18, 2007, due to his
        resignation as a director of the Company for personal
        reasons
  *Employment
        Agreement with Clive Ng*
  We
        have
        entered into an employment agreement with Mr. Ng, our President and Chairman
        of
        the Board of Directors, who will hold similar executive positions of our
        operating subsidiaries. Pursuant to this employment agreement, Mr. Ng will
        receive compensation of $250,000 per annum, plus a bonus and other medical
        and
        similar benefits. This term of this employment agreement terminates on July
        7,
        2009. The Company and Mr. Ng have agreed to defer all cash compensation until
        the closing of any qualifying offering with gross proceeds of $5,000,000
        or
        greater.
 
 *Employment
        Agreement with Yue Pu* .
  We
        have
        entered into an employment agreement with Mr. Pu, our Chief Executive Officer
        and Director, who will hold similar executive positions of our operating
        subsidiaries. Pursuant to this employment agreement, Mr. Pu will receive
        compensation of $120,000 per annum, plus a bonus and other medical and similar
        benefits. This term of this employment agreement terminates on July 7, 2009.
        The
        Company and Mr. Pu have agreed to defer all cash compensation until the closing
        of any qualifying offering with gross proceeds of $5,000,000 or
        greater.
 
 [ *Remainder
        of page intentionally left blank* ]
  33
  **Item
        11. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
 
 The
          following table sets forth certain information regarding our common stock
          beneficially owned as of May 18, 2007 for (i) each shareholder we know
          to be the
          beneficial owner of 5% or more of our outstanding common stock, (ii) each
          of our
          executive officers and directors, and (iii) all executive officers and
          directors
          as a group. In general, a person is deemed to be a "beneficial owner" of
          a
          security if that person has or shares the power to vote or direct the voting
          of
          such security, or the power to dispose or to direct the disposition of
          such
          security. A person is also deemed to be a beneficial owner of any securities
          of
          which the person has the right to acquire beneficial ownership within 60
          days.
          To the best of our knowledge, subject to community and martial property
          laws,
          all persons named have sole voting and investment power with respect to
          such
          shares, except as otherwise noted. At May 18, 2007, we had 50,048,000 shares
          of
          common stock outstanding with 5,114,800 shares issuable upon exercise of
          warrants at $.60 per share and 4,000,000 shares issuable upon exercise
          of the
          common stock purchase warrants.
 
 **Name
                  of Beneficial Owner**
              
              **Amount
                  of Beneficial Ownership****(1)**
              
              **Percent
                  of**
                **Beneficial
                  Ownership****(1)**Clive
                  Ng (2)
                88
                  Holdings, Inc. (3)
              
              
              3,582,753
              (3)
              
              72.1
              %China
                  Broadband Partners, Ltd. (3)
              
              
              31,000,000Jiang
                  Bing (4)
              
              
              0
              
              
              0
              %Pu
                  Yue (5)
              
              
              0
              
              
              0
              %Mark
                  L. Baum, Esq. (6)
              
              
              3,000,000
              (6)
              
              5.9
              %James
                  B. Panther, II
              
              
              3,000,000
              (6)
              
              5.9
              %**All
                  directors and executive officers**
              
              
              **36,017,753**
              
              
              **72.1**
              **%**
  (1)  Indicates
        shares held on the date hereof.
  (2)  The
        address of Clive Ng is c/o China Broadband Ltd., 1900 Ninth Street,
        3 rd Floor,
        Boulder, Colorado 80302.
  (3)  Includes
        3,582,753 shares issued to 88 Holdings, Inc. and 31,000,000 shares and held
        by
        China Broadband Partners, Ltd., pursuant to the Share Exchange. Mr. Ng controls
        and owns 100% beneficial ownership over these entities. Does
          not
          include up to 2,000,000 to be issued in escrow on behalf of Mr. Ng and
          the other
          former shareholders of China Broadband, Ltd., a Cayman Islands company,
          pursuant
          to a Share Exchange Agreement dated as of January 23, 2007, and which shares
          are
          subject to cancellation to the extent that greater than 6,000,000 shares
          are
          sold in the Company’s private offerings terminating before June 30, 2007. No
          such shares have been issued as of the date of this report.
 (4)  The
        address of Jiang Bing is No. 32, Jing Shi Yi Road, Jinan, Shandong 250014.
        Mr.
        Bing resigned as a director effective as of May 18, 2007.
  (5)  The
        address of Pu Yue is Apartment 2001, Bld. 2 , No. 1 Xiangheyman Road, Dongcheng
        District, Beijing, China 100028.
  (6)  Indicates
        shares held by BCGU, LLC which is owned by Mr. Baum and Mr. Panther, our
        former
        directors and executive officers, before the closing of the Share Exchange.
        The
        address of Mark Baum is c/o 2038 Corte Del Nogal, Suite 110, Carlsbad,
        California 92011. Share amounts include warrants to purchase 500,000 shares
        exercisable at $.60 per share issued at the closing of the November 2006
        offering, all of which are exercisable within 60 days of the date of the
        first
        closing of the offering.
 
 **Item
        12. Certain Relationships and Related Transactions, and Director
        Independence.**
 
 **Related
        Transactions**
 
 In
          October of 2006 we entered into a letter of intent to acquire all of the
          shares
          of China Broadband Cayman. Prior to such time none of the Broadband
          Shareholders, as principals of China Broadband Cayman, had any affiliation
          with
          the Company.
 
 Pursuant
          to the foregoing agreement, we have acquired China Broadband Cayman on
          January
          23, 2007 in exchange for assumption by us of $325,000 7% Convertible Promissory
          Notes which were convertible to 2.6% of the outstanding common stock of the
          Company (currently estimated at 1,300,0000, based on 50,000,000 shares
          outstanding), the issuance of 3,582,753 shares of common stock to 88 Holdings,
          Inc., and 31,000,000 shares of common stock to China Broadband Partners,
          both of
          which are entities owned or controlled by Mr. Clive Ng, 1,900,000 shares
          of
          common stock to Stephen P. Cherner and 1,382,753 shares of common stock
          to MVR
          Investment, LLC. In addition, 2,000,000 shares were to be issued pursuant
          to the
          Share Exchange Agreement pro rata to said shareholders, subject to cancellation
          on a share by share basis to the extent that greater than 6,000,000 shares
          were
          sold in our private offering. As a result of the Company closing on the
          maximum
          offering amount of 8,000,000 shares, none of these shares will be issued.
          Additionally and pursuant to a separate transaction, Maxim Financial has
          also
          acquired 300,000 shares of common stock from an entity owned by our director
          and
          shareholder prior to the Share Exchange, Mark L. Baum.
 
 34
  Our
        acquisition of China Broadband Cayman was negotiated on an arms length basis
        between the principals of China Broadband Cayman and our former principal
        officer and director, Mr. Baum. There was no relationship between the parties
        prior to such transaction.
 
 **Consulting
        Agreement with Maxim Financial Corporation**
 
 Prior
        to
        our acquisition of China Broadband Cayman, its formation and operations,
        including the expenses relating to our acquisition in China, was funded by
        Maxim
        which is one of the principal Broadband Shareholders prior to the Share
        Exchange. Maxim Financial and its principals own an aggregate of 2,200,000
        shares of common stock of which 1,900,000 were received as a result of the
        Share
        Exchange, and 200,000 shares and 100,000 warrants were acquired in the November
        2006 offering at the same price and terms as provided to all other investors.
        Since July of 2006 and through the closing date, Maxim Financial Corporation
        has
        paid the following expenses on our behalf:
  ·
              Maxim
                  has covered the costs for two employees for purposes of providing
                  administrative and accounting services for China Broadband Cayman,
  ·
              Maxim
                  has provided lease space, for 1,000 square feet of office and related
                  space at cost, the cost of which will was discharged under the
                  terms of
                  the consulting agreement with Maxim, and which space is still occupied
                  by
                  us, and
  ·
              Maxim
                  loaned approximately $50,000 to cover legal, travel and other expenses
                  relating to the acquisition and related transactions.
 
 We
        have
        also entered into a consulting agreement with Maxim effective as of January
        24 th ,
        2007,
        pursuant to which, among other things:
  ·
              Maxim
                  agreed to discharge all of China Broadband Cayman’s debt obligations to it
                  under the office lease since July of 2006 and to enter into a sublease
                  for
                  such space, at cost, rent under which will be waived through December
                  31,
                  2007,
  ·
              Maxim
                  agreed to provide consulting and office related services through
                  December
                  31, 2007,
  ·
              We
                  agreed to reimburse Maxim for all past out of pocket, legal, travel
                  and
                  other expenses relating to the Acquisition,
                  and
  ·
              We
                  issued to Maxim 3,974,800 warrants, exercisable at $.60 per share,
                  which
                  expire on March 24, 2009, and agreed to reimburse Maxim Financial
                  for all
                  travel, legal, administrative and related costs relating to our
                  acquisition and financial restructuring activities.
 
 We
        believe that the entry into the office lease with Maxim and all transactions
        entered into with Maxim were at terms no less favorable to us than as otherwise
        available to us in arm’s length transactions with third parties.
 
 **Conflicts
        of Interest**
  Certain
        potential conflicts of interest are inherent in the relationships between
        our
        officers and directors of and us.
 
 35
 *Conflicts
        Relating to Officers and Directors*
 
 A
        controlling majority of our shares are owned directly or indirectly by Clive
        Ng,
        our Chairman and President. As such, Mr. Ng will have the ability to control
        our
        business decisions and appointment or removal of all officers and directors.
 
 From
        time
        to time, one or more of our affiliates may form or hold an ownership interest
        in
        and/or manage other businesses both related and unrelated to the type of
        business that we own and operate. These persons expect to continue to form,
        hold
        an ownership interest in and/or manage additional other businesses which
        may
        compete with ours with respect to operations, including financing and marketing,
        management time and services and potential customers. These activities may
        give
        rise to conflicts between or among the interests of ours and our subsidiaries
        and Jinan Parent and our and other businesses with which our affiliates are
        associated. Our affiliates are in no way prohibited from undertaking such
        activities, and neither we nor our shareholders will have any right to require
        participation in such other activities.
 
 Further,
        because we intend to transact business with some of our officers, directors
        and
        affiliates, as well as with firms in which some of our officers, directors
        or
        affiliates have a material interest, potential conflicts may arise between
        the
        respective interests of the Company and China Broadband and these related
        persons or entities. We believe that such transactions will be effected on
        terms
        at least as favorable to us as those available from unrelated third
        parties.
 
 With
        respect to transactions involving real or apparent conflicts of interest,
        we
        have adopted policies and procedures which require that: (i) the fact of
        the
        relationship or interest giving rise to the potential conflict be disclosed
        or
        known to the directors who authorize or approve the transaction prior to
        such
        authorization or approval, (ii) the transaction be approved by a majority
        of our
        disinterested outside directors, and (iii) the transaction be fair and
        reasonable to us at the time it is authorized or approved by our
        directors.
 
 **Our
        Subsidiaries** .
 
 As
        of
        January 23, 2007, our only subsidiary is China Broadband, Ltd, a Cayman Islands
        company.
  36
  **Item
        13. Exhibits.**
 
 **Exhibit**
                
                **Description**2.1
                
                Share
                    Exchange Agreement dated as of January 23, 2007 by and among
                    the Company,
                    China Broadband, Ltd. and its shareholders.*3.1
                
                Articles
                    of Incorporation filed as an exhibit to our Current Report on
                    Form 8-K
                    filed with the Commission on January 16, 2004 and incorporated
                    herein by
                    reference.3.2
                
                Articles
                    of Amendment to Articles of Incorporation filed as an exhibit
                    to our
                    Quarterly Report on Form 10-QSB filed with the Commission on
                    September 18,
                    2006 and incorporated herein by reference.3.3
                
                Articles
                    of Amendment to Articles of Incorporation changing name to “China
                    Broadband, Inc.” as filed with the State of Nevada as of May 4, 2007,
                    incorporated by reference from our Definitive Information Statement
                    on
                    Schedule 14C filed with the Commission on April 12, 2007.3.4
                
                Bylaws
                    filed as an exhibit to Amendment No. 2 to our Registration Statement
                    on
                    Form 10 filed with the SEC on April 6, 1992.10.1
                
                Form
                    of Subscription Agreement by and among the Company and the investors
                    named
                    on the signature pages thereto, incorporated by reference from
                    the
                    Corporation’s Current Report on Form 8-K, dated January 23,
                    2007.10.2
                
                Form
                    of Registration Rights Agreement dated as of January 23, 2007,
                    as amended,
                    by and among the Company and the investors named on the signature
                    pages
                    thereto, incorporated by reference from the Corporation’s Current Report
                    on Form 8-K, dated January 23, 2007.10.3
                
                Form
                    of 7% Convertible Promissory Note issued by China Broadband,
                    Ltd. and
                    assumed by the Company, incorporated by reference from the Corporation’s
                    Current Report on Form 8-K, dated January 23, 2007.10.4
                
                Form
                    of Warrant dated as of January 23, 2007, exercisable at $2.00
                    per share,
                    issued by the Company to investors, incorporated by reference
                    from the
                    Corporation’s Current Report on Form 8-K, dated January 23,
                    2007.10.5
                
                Form
                    of Consulting Warrant issued to issued by the Company to Maxim
                    Financial
                    Corporation, exercisable at $.60 per share, incorporated by reference
                    from
                    the Corporation’s Current Report on Form 8-K, dated January 23,
                    2007.10.6
                
                Cooperation
                    Agreement dated as of December 26, 2006 by and between China
                    Broadband,
                    Ltd. and Jianan Guangdian Jiahe Digital Television Co., Ltd.,
                    incorporated
                    by reference from the Corporation’s Current Report on Form 8-K, dated
                    January 23, 2007.10.7
                
                Employment
                    Agreement dated as of January 24, 2007 by and between the Company
                    and
                    Clive Ng, incorporated by reference from the Corporation’s Current Report
                    on Form 8-K, dated January 23, 2007.10.8
                
                Employment
                    Agreement dated as of January 24, 2007 by and between the Company
                    and
                    Jiang Bing, incorporated by reference from the Corporation’s Current
                    Report on Form 8-K, dated January 23, 2007.10.9
                
                Employment
                    Agreement dated as of January 24, 2007 by and between the Company
                    and Yue
                    Pu, incorporated by regerence from the Corporation’s Current Report on
                    Form 8-K, dated January 23,
                    2007.
  37
  10.10
                
                Form
                    of $0.60 Common Stock Purchase Warrant issued by the Company
                    to BCGU,
                    LLC.*10.11
                
                Exclusive
                  Service
                  Agreement dated December 2006.31.1
                
                Certification
                    by Chief Executive Officer and Interim Chief Financial Officer
                    pursuant to
                    Sarbanes Oxley Section 302.*32.2
                
                Certification
                    by Chief Executive Officer and Interim Chief Financial Officer
                    pursuant to
                    18 U.S.C. Section 1350.*
 
 *
        Filed
        herewith.
 
 **Item
        14. Principal Accountant Fees and Services.**
 
 **Appointment
        of Auditors**
  Our
        Board
        of Directors selected Chang G. Park, as our auditors for the year ended December
        31, 2006.
 
 **Audit
        Fees**
 
 Chang
        G. Park Certified Public Accountants, billed us $6,000 in fees for our annual
        audit for the year ended December 31, 2006.
 
 **Audit-Related
        Fees**
  We
        did
        not pay any fees to Chang G. Park for assurance and related services that
        are
        not reported under Audit Fees above, during our fiscal years ending December
        31,
        2006 and December 31, 2005.
 
 **Tax
        and All Other Fees**
  We
        did
        not pay any fees to Chang G. Park Certified Public Accountants, for tax
        compliance, tax advice, tax planning or other work during our fiscal years
        ending December 31, 2006 and December 31, 2005.
 
 **Pre-Approval
        Policies and Procedures**
 
 We
        have
        implemented pre-approval policies and procedures related to the provision
        of
        audit and non-audit services. Under these procedures, our board of directors
        pre-approves all services to be provided by Chang G. Park, Certified Public
        Accountants, the estimated fees related to these services.
 
 With
        respect to the audit of our financial statements as of December 31, 2006,
        and
        for the year then ended, none of the hours expended on Chang G. Park, Certified
        Public Accountants, engagement to audit those financial statements were
        attributed to work by persons other than Chang G. Park, Certified Public
        Accountants, full-time, permanent employees.
  38
  **SIGNATURES**
  Pursuant
          to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant
          has duly caused this report to be signed on its behalf by the undersigned
          on May
          25, 2007, thereunto duly authorized.
  **CHINA
                    BROADBAND, INC**By:
                /s/ Clive NgName:
                    Clive Ng
                  Title:
                    President and Chairman (Principal Executive and Principal Accounting
                    Officer)
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, this
        report has been signed below by the following persons on behalf of the
        registrant and in the capacities indicated.
 
 **Signatures**
                
                **Title**
                
                **Date***/s/
                    Clive Ng*
                  
                  Clive
                    Ng
                
                President
                    and Chairman of the Board of Directors
                
                May
                    25, 2007*/s/
                    Yue Pu*
                  
                  Yue
                    Pu
                
                Chief
                    Executive Officer and Director
                
                May
                    25, 2007
 
 39


**ALPHA
      NUTRA, INC.**


**(A
        DEVELOPMENT STAGE COMPANY)**
 
 **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 PageReport
                    of Independent Registered Public Accounting Firm
                F-2Financial
                    Statements:Balance
                    Sheets as of December 31, 2006 and 2005
                F-3Statements
                    of Operations for the years endedDecember
                    31, 2006 and 2005
                F-4Statements
                    of Shareholders’ Equity for the years endedDecember
                    31, 2006, and 2005
                F-5Statements
                    of Cash Flows for the years endedDecember
                    31, 2006 and 2005
                F-6Notes
                    to Financial Statements
                F-7







** **Report
        of Independent Registered Public Accounting Firm**
 
 To
        the
        Board of Directors and Stockholders
 Alpha
        Nutra, Inc.
 (A
        Development Stage Company)
 
 We
        have
        audited the accompanying balance sheets of Alpha Nutra, Inc. (A Development
        “Company”) as of December 31, 2006 and 2005 and the related statements of
        operations, changes in shareholders’ equity and cash flows for the years then
        ended and for the period from January 1, 2005 (inception) to December 31,
        2006.
        These financial statements are the responsibility of the Company’s management.
        Our responsibility is to express an opinion on these financial statements
        based
        on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Alpha Nutra, Inc. as of December
        31, 2006 and 2005, and the results of its operations and its cash flows for
        the
        years then ended and for the period from January 1, 2005 (inception) to December
        31, 2006 in conformity with U.S. generally accepted accounting principles.
 
 The
        financial statements have been prepared assuming that the Company will continue
        as a going concern. As discussed in Note 4 to the financial statements, the
        Company’s losses from operations raise substantial doubt about its ability to
        continue as a going concern. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
   **/s/****Chang
        G. Park**
 Chang
        G.
        Park, CPA
 
 March
        28,
        2007
 Chula
        Vista, CA. 91910
  F-2


**ALPHA
        NUTRA, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEETS**
 **December
        31, 2006 and 2005**
 **2006**
                
                **2005****Assets**Current
                    assets:Cash
                    and cash equivalents
                
                $
                -
                
                $
                -Total
                    current assets
                
                
                -
                
                
                -Property
                    and equipment, net
                
                
                -
                
                
                -Other
                    assets
                
                
                -
                
                
                -Total
                    Assets
                
                $
                -
                
                $
                -**Liabilities
                    and Shareholders' Equity (Deficit)**Current
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                -
                
                $
                --
                
                
                -Total
                    current liabilities
                
                
                -
                
                
                -Long-term
                    liabilities:Loan
                    payable
                
                
                -
                
                
                -Total
                    liabilities
                
                
                -
                
                
                -Shareholders’
                    equity (deficit):Common
                    stock, $0.001 par value; 50,000,000 sharesauthorized,
                    534,494 shares issued and outstandingas
                    of December 31, 2006 and 2005, respectively
                
                
                535
                
                
                535Additional
                    paid-in capital
                
                
                6,705,918
                
                
                6,705,918Retained
                    earnings (deficit)
                
                
                (6,706,453
                )
                
                (6,706,453
                )Total
                    shareholders’ equity (deficit)
                
                
                -
                
                
                -Total
                    liabilities and shareholders’ equity (deficit)
                
                $
                -
                
                $
                -




See
        accompanying notes to financial statements.




F-3


**ALPHA
        NUTRA, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
 **Years
        Ended December 31, 2006 and 2005**


2006
              
              2005Revenue
              
              $
              -
              
              $
              -Cost
                  of RevenueGross
                  profit
              
              
              -
              
              
              -Administrative
                  expenses
              
              
              -
              
              
              500,000Income
                  (loss) from operations
              
              
              -
              
              
              (500,000
              )Interest
                  and other income (expense), net
              
              
              -
              
              
              -Income
                  (loss) from continuing operations
              
              
              -
              
              
              (500,000
              )Discontinued
                  operations, net of tax:Loss
                  from operations of discontinuedcomponent,
                  net of tax ($0)
              
              
              -
              
              
              (474,306
              )Loss
                  from discontinued operations
              
              
              -
              
              
              (474,306
              )Net
                  income (loss)
              
              $
              -
              
              $
              (974,306
              )Net
                  Loss per share - Basic and DilutedContinuing
                  operations
              
              $
              -
              
              $
              (0.10
              )Discontinued
                  operations
              
              $
              -
              
              $
              (0.09
              )Weighted
                  average shares outstanding
              
              
              534,494
              
              
              5,232,046




See
        accompanying notes to financial statements.




F-4


**ALPHA
        NUTRA, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF SHAREHOLDERS’ EQUITY (DEFICIT)**
 **Years
        Ended December 31, 2006 and 2005**




AdditionalCommon
                
                
                Par
                
                
                Paid-in
                
                
                AccumulatedShares
                
                
                Value
                
                
                Capital
                
                
                Deficit
                
                
                TotalBalance
                    December 31, 2004
                
                
                10,490,796
                
                $
                10,491
                
                $
                6,948,074
                
                $
                (5,732,147
                )
                $
                1,226,418Stock
                    issued in employee bonusJanuary
                    18, 2005
                
                
                9,031
                
                
                9
                
                
                407,030
                
                
                -
                
                
                407,039Recapitalization
                    (Note 1)
                
                
                (10,465,333
                )
                
                (10,465
                )
                
                (1,148,686
                )
                
                -
                
                
                (1,159,151
                )Stock
                    issued for services rendered onDecember
                    5, 2005
                
                
                500,000
                
                
                500
                
                
                499,500
                
                
                -
                
                
                500,000Net
                    loss for the year endedDecember
                    31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                (974,306
                )
                
                (974,306
                )Balance
                    December 31, 2005
                
                
                534,494
                
                
                535
                
                
                6,705,918
                
                
                (6,706,453
                )
                
                -Net
                    loss for the year endedDecember
                    31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balance
                    December 31, 2006
                
                
                534,494
                
                $
                535
                
                $
                6,705,918
                
                $
                (6,706,453
                )
                $
                -


See
        accompanying notes to financial statements.




F-5


**ALPHA
        NUTRA, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 **Years
        Ended December 31, 2006 and 2005**


2006
              
              2005Cash
                  flows from operating activities:Net
                  income (loss)
              
              $
              -
              
              $
              (974,306
              )Adjustments
                  to reconcile net income (loss) to net cash fromoperating
                  activities:Common
                  stock issued for services
              
              
              -
              
              
              500,000Common
                  stock issued for bonus
              
              
              -
              
              
              407,039Change
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              -
              
              
              15,000Net
                  cash provided by (used in) operating activities
              
              
              -
              
              
              (52,267
              )Cash
                  flows from investing activities:Decrease
                  in due from LTH (Note 1)
              
              
              -
              
              
              49,418Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              49,418Cash
                  flows from financing activities:Net
                  cash provided by (used in)financing
                  activities
              
              
              -
              
              
              -Net
                  increase (decrease) in cash and cash equivalents
              
              
              -
              
              
              (2,849
              )Cash
                  and cash equivalents at beginning of year
              
              
              -
              
              
              2,849Cash
                  and cash equivalents at end of year
              
              $
              -
              
              $
              -Supplemental
                  Cash Flow Disclosures:Cash
                  paid during the year for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -Non-
                  Cash Activities:Common
                  stock issued for services
              
              $
              -
              
              $
              907,039Common
                  stock canceled in asset exchange agreement
              
              $
              -
              
              $
              1,159,151


See
        accompanying notes to financial statements.




F-6


**ALPHA
          NUTRA, INC.**
 **(A
          Development Stage company)**
 **Notes
          to Financial Statements**
 **As
          of December 31, 2006 and 2005**
  **NOTE
          1. ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 **General**
 
 Alpha
          Nutra, Inc. (a Development Stage “Company”) was incorporated under the laws of
          the State of California on March 14, 1988. The Company's offices are located
          at
          2038 Corte Del Nogal, Suite 110, Carlsbad, California 92008. The Company
          was
          originally known as TJB Enterprises, Inc. It changed its name to Gallery
          Rodeo
          International in 1991, to Sierra-Rockies Corporation in 1996, to Alpha
          Nutraceuticals in 2004 and to Alpha Nutra, Inc. on January 27,
          2005.
 
 On
          January 2, 2003 the Company filed a Voluntary Petition for a Chapter 11
          proceeding in the United States Bankruptcy Court, Southern District of
          California. The Company had previously filed similar petitions in 1998
          and 2001
          but was unable to gain approval for a plan of reorganization in those filings.
          However on November 6, 2003 the Bankruptcy Court approved the Plan of
          Reorganization proposed by the Company. The Plan included the following
          provisions:
 
 The
          non-control person shareholders of the Company who held shares prior to
          the
          reorganization would receive one new unit for every 100 old shares that
          they
          previously held. Each unit consists of one common share, one "A" warrant
          to
          purchase one common share at an exercise price $2.50, and one "B" warrant
          to
          purchase one common share at an exercise price of $10.00. The "A" warrant
          will
          expire if unexercised on December 31, 2004, and the "B" warrant will expire
          if
          unexercised on December 31, 2005. The total number of units issued to these
          former shareholders was 117,029 units.
 
 The
          creditors of the Company would receive 570,001 units in exchange for all
          of
          their claims against the Company.
 
 Additional
          units were to be granted to former management (76,000 units), to the bankruptcy
          attorney (50,000 units), and to administrative lenders (300,000 units).
          An
          additional 56,802 "A" warrants and 56,802 "B" warrants were to be issued
          to
          former control persons.
 
 No
“A”
          warrants and “B” warrants were exercised and all warrants issued expired on
          December 31, 2005.
 
 The
          Company was ordered to acquire the business of Let's Talk Health, Inc.
          (LTH) by
          issuing 3,000,000 shares of common stock to the shareholders of LTH. This
          transaction was completed on January 1, 2004 and, as provided in the Plan,
          Louis
          Paulsen, the president of LTH, and other members of the management team
          of LTH,
          took over the management of the Company.
 
 F-7
 
 ***NOTE
          1. ORGANIZATION AND DESCRIPTION OF BUSINESS
          (CONTINUED)***
 
 On
          June
          30, 2005, the Company entered into a Stock and Asset Exchange Agreement
          with
          GMGH International, LLC and Golden Tones International, LLC whereby the
          Company
          exchanged 100% of its Avidia Nutrition interests and Let’s Talk Health, Inc.
          shares of common stock held by the Company for 100% of the Alpha Nutra,
          Inc.
          shares of common stock held by GMGH, Golden Tones and each of the respective
          owners of GMGH and Golden Tones. The 10,465,333 shares of common stock
          the
          Company received from GMGH, Golden Tones and the owners were retired by
          the
          Company. Following the exchange, GMGH and Golden Tones owned 100% of Avidia
          Nutrition and Let’s Talk Health, Inc. The Company retained ownership of the
          AlphaNutra.com business.
 
 **Nature
          of Operations**
 
 As
          of
          July 1, 2005, following the sale of Lets Talk Health, Inc. and Avidia Nutrition,
          the Company had no ongoing business operations. Operating results until
          June 30,
          2005 were treated as Discontinued Operations. As a result, the Company
          is deemed
          to have re-entered the development stage on January 1, 2005.
 
 ***NOTE
          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES***
 
 **a.**
                **Accounting
                    Method**
 
 The
          Company's policy is to use the accrual method of accounting to prepare
          and
          present financial statements, which conform to generally accepted accounting
          principles (GAAP). The Company has elected a December 31, year-end.
 
 **b.**
                **Cash
                    Equivalents**
 
 The
          Company considers all highly liquid investments with maturity of three
          months or
          less when purchased to be cash equivalents.
 
 **c.**
                **Property
                    and Equipment**
 
 Property,
          equipment and leasehold improvements are stated at cost less accumulated
          depreciation or amortization. Maintenance and repairs, as well as renewals
          for
          minor amounts are charged to expenses. Renewals and betterments of substantial
          amount are capitalized, and any replaced or disposed units are written
          off.
 
 F-8
  ***NOTE
          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
          continued***
  **d.**
                **Estimates**
  The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates. In accordance with FASB
          16 all
          adjustments are normal and recurring.
 
 **e.**
                **Basic
                    Earnings per Share******
 
 In
          February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
          specifies the computation, presentation and disclosure requirements for
          earnings
          (loss) per share for entities with publicly held common stock. SFAS No.
          128
          supersedes the provisions of APB No. 15, and requires the presentation
          of basic
          earnings (loss) per share and diluted earnings (loss) per share. The Company
          has
          adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception).
 
 Basic
          net
          loss per share amounts is computed by dividing the net income by the weighted
          average number of common shares outstanding.
 
 SFAS
          128
          also requires the computation and presentation of diluted earnings per
          share.
          However, since the Company had losses applicable to common stock, the assumed
          effects of the conversion of any preferred shares or stock options were
          anti-dilutive and, accordingly, dilutive per share amounts have not been
          presented in the accompanying consolidated statements of
          operations.
 
 **f.**
                **Income
                    Taxes**
 
 The
          Company accounts for income taxes using the asset and liability method.
          Under
          the asset and liability method, deferred income taxes are recognized for
          the tax
          consequences of “temporary differences” by applying enacted statutory tax rates
          applicable to future years to differences between the financial statement
          carrying amounts and the tax bases of existing assets and liabilities.
          Deferred
          tax assets are reduced by a valuation allowance when, in the opinion of
          management, it is more likely than not that some portion or all of the
          deferred
          tax assets will not be realized.
 
 **e.**
                **Recent
                    Accounting
                    Pronouncements**
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
          No. 157). The purpose of SFAS No. 157 is to define fair value, establish
          a
          framework for measuring fair value, and enhance disclosures about fair
          value
          measurements. The measurement and disclosure requirements are effective
          for the
          company beginning in the first quarter of fiscal year 2008.
  F-9
 ***NOTE
          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
          continued***
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS
          No. 159 permits companies to choose to measure certain financial
          instruments and certain other items at fair value. The standard requires
          that
          unrealized gains and losses on items for which the fair value option has
          been
          elected be reported in earnings. SFAS No. 159 is effective for the company
          beginning in the first quarter of fiscal year 2008, although earlier adoption
          is
          permitted.
 
 Management
          does not believe that any recently issued, but not yet effective, accounting
          standards, if currently adopted, would have a material effect on the
          accompanying financial statements.
  ***NOTE
          3. INCOME TAXES***
 
 Income
          taxes are provided in accordance with Statement of Financial Accounting
          Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
          asset
          or liability is recorded for all temporary differences between financial
          and tax
          reporting and net operating loss carryforwards. Deferred tax expense (benefit)
          results from the net change during the year of deferred tax assets and
          liabilities.
 
 At
          December 31, 2006 and 2005 the Company had significant operating loss
          carryforwards. The tax benefits have been estimated as follows:
 
 **December
                    31, 2006**
                
                **December
                    31, 2005**Net
                    losses
                
                
                6,706,453
                
                
                6,706,453Gross
                    income tax benefit
                
                
                2,280,194
                
                
                2,280,194Valuation
                    allowance
                
                
                (2,280,194
                )
                
                (2,280,194
                )Net
                    income tax benefit
                
                $
                -0-
                
                $
                -0-
 
 Realization
          of deferred tax assets is dependent upon future earnings, if any, the timing
          and
          amount of which are uncertain. The net operating loss expires twenty years
          from
          the date the loss was incurred. In accordance with SFAS 109 paragraph 18
          the
          Company has reduced its deferred tax benefit asset by a valuation allowance
          due
          to negative evidence that has caused the Company to feel it is more likely
          than
          not that some portion or all of the deferred tax asset will not be realized.
          There are no temporary differences or carryforward tax effects that would
          significantly affect the Company’s deferred tax asset.
 
 F-10
 
 ***NOTE
          4. GOING CONCERN***
 
 The
          accompanying financial statements are presented on a going concern basis.
          The
          Company had no operations during the period from January 1, 2005 (inception)
          to
          December 31, 2006 and generated a net loss of $974,306 during fiscal 2005.
          This
          condition raises substantial doubt about the Company’s ability to continue as a
          going concern. The Company's continuation as a going concern is dependent
          on its
          ability to meet its obligations, to obtain additional financing as may
          be
          required and ultimately to attain profitability. The financial statements
          do not
          include any adjustments that might result from the outcome of this
          uncertainty.
 
 Management
          plans to raise additional funds through debt or equity offerings or to
          merge
          with or acquire other companies. Management has yet to decide what type
          of
          offering the Company will use, how much capital the Company will raise
          and which
          companiy it will merge with or acquire. There is no guarantee that the
          Company
          will be able to raise any capital through any type of offerings or merge
          with or
          acquire any company.
 
 ***NOTE
          5. ACQUISITIONS***
 
 On
          January 1, 2004, the Alpha Nutra, Inc. and Let’s Talk Health, Inc. entered into
          an asset purchase agreement. This agreement was entered into as part of
          a Plan
          of Reorganization proposed by the Buyer to the United States Bankruptcy
          Court.
          In consideration of the transfer to Buyer (Alpha Nutra) of the Assets and
          the
          Intellectual Property, Buyer agreed to deliver to the Company or its designees
          3,000,000 shares of the Buyer’s Common Stock. Subsequent to the purchase
          agreement the Company will retain control.
 
 On
          May 1,
          2004, the Company entered into an agreement where Alpha Nutra, Inc. would
          purchase the assets subject to liabilities of Avidia Nutrition, Inc.  The
          acquisition was recorded as a purchase in accordance with Accounting Principles
          Board Opinions No. 16 (APB No. 16). Avidia Nutrition is in the business
          of
          manufacturing and selling of vitamins and nutritional supplements.
 
 On
          June
          30, 2005, the Company entered into an asset purchase agreement where Alpha
          Nutra, Inc. would relinquish ownership in Let’s Talk Health, Inc. and Avidia
          Nutrition, Inc. in exchange for 10,465,333 of the Company’s common
          stock.
 
 As
          of
          July 1, 2006, the Company had no operations and the operating results of
          the
          Company were solely of Alpha Nutra, Inc.
 
 F-11
 
 ***NOTE
          6. STOCKHOLDERS’ EQUITY***
 
 The
          stockholders’ equity section of the Company contains the following classes of
          capital stock as of December 31, 2006 and 2005:
 
 ·
                Common
                    stock, $ 0.001 par value; 50,000,000 shares authorized; 534,494
                    shares
                    issued and outstanding.
 
 ***NOTE
          7. SUBSEQUENT EVENT***
 
 On
          January 23, 2007 (the “Closing Date”) and pursuant to a Share Exchange Agreement
          dated as of January 23, 2007 (the “Exchange Agreement”), between the Company,
          China Broadband Ltd, a Cayman Islands company (“China Broadband Cayman”) and its
          four shareholders (the “Broadband Shareholders”), the Company acquired 100% of
          the outstanding capital stock (the “Broadband Shares”) of China Broadband Cayman
          from it’s four shareholders in exchange for 100% of the outstanding shares of
          China Broadband Cayman, resulting in China Broadband Cayman becoming a
          our
          wholly owned subsidiary (said transaction being referred to herein as the
“Share
          Exchange”).
 
 In
          exchange therefore and pursuant to the terms of the Exchange Agreement,
          the
          Company issued 37,865,506 shares with 2,000,000 additional shares in escrow
          (the
“Exchange Shares”) of Common Stock, par value $0.001 per share (the “Common
          Stock”) and assumed obligations of China Broadband Cayman under $325,000
          principal amount of 7% Convertible Promissory Notes (the “Convertible Notes”),
          which become convertible into 1,300,000 shares of common stock and other
          related
          obligations. All of the holders of these Convertible Notes have requested
          conversion into our Common Stock in March of 2007.
 
 Effective
          as of the Closing Date of the Share Exchange on January 23, 2007, new members
          of
          management were appointed to the Board and as executive officers, and the
          Company’s existing officers and directors, Mark L. Baum and James B. Panther,
          II, have resigned from all officer and director positions with the Company.
 
 Simultaneously
          with the closing date, the Company completed its first closing of a private
          placement offering $3,000,000 in gross proceeds, pursuant to which, 6,000,000
          warrants exercisable at $2.00 per share and 6,000,000 shares of Common
          Stocks
          were issued. In all, gross proceeds in this offering were $3,579,925 with
          7,159,850 shares and 3,579,125 warrants issued through April of 2007. In
          addition, the Company issued 572,789 warrants exercisable at $0.60 to a
          placement agent in connection with this offering.
  F-12