UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

      For the quarterly period ended: June 30, 2005

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

                             Commission File Number:
                                   2-98997-NY

                       CHINA CABLE AND COMMUNICATION, INC.

               (Exact name of Company as specified in its charter)

           DELAWARE                                       11-2717273
           --------                                       ----------
(State or other jurisdiction of            (IRS Employer Identification Number)
incorporation or organization)

           No. 22 Bei Xin Cun Hou Street, Xiang Shan, Haidian District
                 Beijing 100093, the People's Republic of China

               (Address of Principal Executive Offices) (Zip Code)

                                (86) 10-8259 9426
                (Company's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
preceding 12 months (or for such shorter period that the Company was required to
file such reports) and (2) has been subject to filing  requirements for the past
90 days.

                                 Yes [X] No [ ]

The  number  of  shares  of Common  Stock  outstanding  as of June 30,  2005 was
76,928,260.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>

                       CHINA CABLE AND COMMUNICATION, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                            Page

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements..............................................2

Item 2.      Management's Discussion and Analysis or Plan of Operations.......17

Item 3.      Controls and Procedures..........................................25

                           PART II - OTHER INFORMATION

Item 1.      Legal Proceedings................................................26

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds......26

Item 3.      Defaults Upon Senior Securities..................................26

Item 4.      Submission of Matters to a Vote of Security Holders..............26

Item 5.      Other Information................................................26

Item 6.      Exhibits ........................................................26

SIGNATURES   .................................................................28

Exhibit 31.1......Certification

Exhibit 31.2......Certification

Exhibit 32.1......Certification

Exhibit 32.2......Certification


                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    June 30,      December 31,
                                                                      2005            2004
                                                                  ------------    ------------
ASSETS                                                             (Unaudited)      (Audited)
CURRENT ASSETS
<S>                                                               <C>             <C>
Cash and cash equivalents                                         $    199,994    $    117,197
Accounts receivable, net of allowance for doubtful accounts of
  $393,913 and $219,786 respectively                                   240,121         114,644
Prepayments and deposits                                               297,582         434,837
Inventories                                                            508,924         341,446
Other current assets                                                    59,300         111,450
                                                                  ------------    ------------

  Total current assets                                               1,305,921       1,119,574
                                                                  ------------    ------------

NON-CURRENT ASSETS
Property and equipment, net                                         15,944,103      15,933,744
Intangible asset                                                     1,770,032       1,830,374
Amount due from the holding company of the joint venture
  partner                                                              498,587         498,587
                                                                  ------------    ------------

  Total non-current assets                                          18,212,722      18,262,705
                                                                  ------------    ------------

  Total assets                                                    $ 19,518,643    $ 19,382,279
                                                                  ============    ============

LIABILITIES, MINORITY INTERESTS, REDEEMABLE
CONVERTIBLE PREFERRED STOCK, AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses                             $  4,056,233    $  4,143,583
Deferred revenue                                                       642,102         476,814
Amount due to the preferred stockholders                             5,208,611       4,784,497
Income tax payable                                                      31,046          63,479
Amounts due to stockholders  and directors                             560,618         366,300
Amount due to a director of the joint venture                               --          45,094
                                                                  ------------    ------------

  Total current liabilities                                         10,498,610       9,879,767
                                                                  ------------    ------------

MINORITY INTERESTS, net                                              6,625,333       6,549,012
                                                                  ------------    ------------
</TABLE>

                                                               (To be continued)


                                       2
<PAGE>

              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                           June 30,       December 31,
                                                                             2005             2004
                                                                         ------------     ------------
                                                                          (Unaudited)       (Audited)
STOCKHOLDERS' EQUITY
<S>                                                                      <C>              <C>
Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, nil
   shares issued                                                                   --               --
Common Stock, $0.00001 par value; 100,000,000 shares authorized,
   76,928,260 shares issued and outstanding at June 30, 2005 and
   December 31, 2004                                                              769              769
Additional paid-in capital                                                 22,973,536       22,973,536
Comprehensive Income - Foreign exchange reserve                                27,723           27,723
Deferred consulting fees                                                     (697,294)      (1,245,538)
Accumulated deficit                                                       (19,910,034)     (18,802,990)
                                                                         ------------     ------------

Total stockholders' equity                                                  2,394,700        2,953,500
                                                                         ------------     ------------

Total liabilities and stockholders' equity                               $ 19,518,643     $ 19,382,279
                                                                         ============     ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       3
<PAGE>

              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    Three months ended June 30,         Six months ended June 30,
                                                       2005             2004             2005             2004
                                                   ------------     ------------     ------------     ------------
<S>                                                <C>              <C>                 <C>              <C>
NET SALES                                          $  1,256,581     $  1,109,160        2,772,510        2,042,911
                                                   ------------     ------------     ------------     ------------

COST AND EXPENSES
  Consulting fees                                      (194,643)        (830,212)        (548,244)      (2,137,050)
  Directors' compensation                               (32,692)        (111,769)        (104,739)        (336,695)
  Professional fees                                     (63,521)        (130,239)        (199,229)        (265,724)
  Operating expenses                                   (600,029)        (310,180)      (1,151,969)        (559,479)
  Administrative expenses                              (112,278)        (116,084)        (212,544)        (246,682)
  Depreciation                                         (397,109)        (362,612)        (791,713)        (725,201)
  Amortization                                          (30,171)         (30,172)         (60,342)         (60,343)
                                                   ------------     ------------     ------------     ------------

  Total cost and expenses                            (1,430,443)      (1,891,268)      (3,068,780)      (4,331,174)
                                                   ------------     ------------     ------------     ------------

(LOSS) FROM OPERATIONS                                 (173,862)        (782,108)        (296,270)      (2,288,263)
                                                   ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSES)
  Provision for bad debts                                    --               --         (174,127)              --
  Interest income (expenses), net                      (228,867)             124         (308,419)             332
  Other income (expenses), net                          (28,978)          69,103          (50,414)          77,513
                                                   ------------     ------------     ------------     ------------

  Total other income (expenses)                        (257,845)          69,227         (532,960)          77,845
                                                   ------------     ------------     ------------     ------------

LOSS ON EXTINGUISHMENT OF DEBT
                                                             --       (1,174,183)              --       (1,174,183)
                                                   ------------     ------------     ------------     ------------

LOSS BEFORE PROVISION FOR INCOME TAXES
                                                       (431,707)      (1,887,064)        (829,230)      (3,384,601)
PROVISION FOR INCOME TAXES                              (57,351)         (22,339)         (57,351)         (51,248)
                                                   ------------     ------------     ------------     ------------

LOSS BEFORE MINORITY INTEREST                          (489,058)      (1,909,403)        (886,581)      (3,435,849)
MINORITY INTEREST                                       (91,019)        (200,861)        (220,463)        (322,769)
                                                   ------------     ------------     ------------     ------------

NET LOSS                                               (580,077)      (2,110,264)      (1,107,044)      (3,758,618)
DEEMED DIVIDENDS                                             --          (27,221)              --          (60,249)
                                                   ------------     ------------     ------------     ------------
NET LOSS AVAILABLE FOR COMMON STOCKHOLDERS         $   (580,077)    $ (2,137,485)    $ (1,107,044)    $ (3,818,867)
                                                   ============     ============     ============     ============

Net loss per share - basic and diluted             $      (0.01)    $      (0.03)    $      (0.01)    $      (0.05)
Weighted average number of shares outstanding -
  basic and diluted                                  76,928,260       73,467,837       76,928,260       72,940,386
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       4
<PAGE>

               CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                         Comprehensive
                                    Common Stock at        Additional    Income-Foreign  Deferred        Retained         Total
                                   0.00001 par value         Paid -          Exchange   Consulting       Earnings      Stockholders'
                               No. of Shares     Amount    In Capital        Reserve       Fees          (Deficit)        Equity
                               -------------   ---------   ------------    ----------  ------------    ------------    ------------
<S>                            <C>             <C>         <C>             <C>         <C>             <C>             <C>
Balances,
  January 1, 2004                 72,312,760   $     723   $ 21,356,799    $       0   $ (1,934,192)   $(11,947,932)   $  7,475,398

Shares issued to
  directors as directors'
  compensation                       600,500           6        347,974            0              0               0         347,980

Shares issued to consultant
  for financial advisory
  services                         4,015,000          40      1,875,660            0              0               0       1,875,700

Foreign exchange difference
  arising from consolidation               0           0              0       27,723              0               0          27,723

Adjustment to reflect
  preferred stocks becoming
  mandatorily redeemable
  at fair value                            0           0       (606,897)           0              0               0        (606,897)

Deemed dividend arising
  from beneficial conversion
  feature of redeemable
  convertible preferred stock              0           0              0            0              0         (60,249)        (60,249)

Deferred consulting fees
  - stock compensation                     0           0              0            0        688,654               0         688,654

Net loss for the year
  ended December 31, 2004                  0           0              0            0              0      (6,794,809)     (6,794,809)
                                ------------   ---------   ------------    ---------   ------------    ------------    ------------

Balances,
  December 31, 2004               76,928,260   $     769   $ 22,973,536    $  27,723   $ (1,245,538)   $(18,802,990)   $  2,953,500

Deferred consulting fees
  - stock compensation                     0           0              0            0        548,244               0         548,244

Net loss for the period
  ended June 30, 2005                      0           0              0            0              0      (1,107,044)     (1,107,044)
                                ------------   ---------   ------------    ---------   ------------    ------------    ------------
Balances,
  June 31, 2005                   76,928,260   $     769   $ 22,973,536    $  27,723   $   (697,294)   $(19,910,034)   $  2,394,700
                                ============   =========   ============    =========   ============    ============    ============
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>

               CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              2005             2004
                                                                          ------------     ------------
Cash flows from operating activities:
<S>                                                                       <C>              <C>
Net loss                                                                  $ (1,107,044)    $ (3,758,618)
Adjustments to reconcile net loss to net cash generated from (used
   in) operating activities:
   Loss on extinguishment of debt                                                   --        1,174,183
   Common stocks and warrants issued for consulting fees                            --          700,000
   Deferred consulting fees expensed, net                                      548,244        1,401,050
   Common stocks issued for directors' compensation                                 --          249,900
   Directors' compensation payable by common stocks                             30,380               --
   Depreciation and amortization                                               852,055          785,544
   Minority interest                                                           220,463          322,769
   Bad debts                                                                   174,127               --
   Interest due to preferred stockholder                                       424,114               --
Changes in operating assets and liabilities:
   Decrease (Increase) in:
   Cash held in trust account                                                       --          149,628
   Accounts receivable                                                        (299,604)        (107,369)
   Prepayments and deposits                                                    137,255               --
   Inventories                                                                (167,478)        (111,929)
   Other current assets                                                         52,150           18,891
   Increase (Decrease) in:
   Accounts payable and accrued liabilities                                    (87,350)         625,815
   Deferred revenue                                                            165,288               --
   Income tax payable                                                          (32,433)         (82,714)
   Amounts due to stockholders and directors                                   163,938               11
   Amount due to a director of the joint venture                               (45,094)              --
                                                                          ------------     ------------

Net cash generated from operating activities                                 1,029,011        1,367,161
                                                                          ------------     ------------
Cash flows from investing activities:
   Increase in cash in connection with the consolidation of
     joint venture                                                                  --           45,859
   Increase in amount due from the joint venture partner                      (144,142)        (514,529)
   Purchase of property and equipment                                         (808,123)        (963,407)
   Proceeds from disposal of property                                            6,051               --
                                                                          ------------     ------------

Net cash used in investing activities                                         (946,214)      (1,432,077)
                                                                          ------------     ------------

Cash flows from financing activities:                                               --               --
                                                                          ------------     ------------

Net increase (decrease) in cash and cash equivalents                            82,797          (64,916)
Cash and cash equivalents at beginning of year                                 117,197          173,967
                                                                          ------------     ------------

Cash and cash equivalents at end of year                                  $    199,994     $    109,051
                                                                          ============     ============

Supplementary disclosures of cash flow information
   Income and value added taxes paid                                      $    154,706     $    100,586
                                                                          ============     ============
Supplemental Schedule of non-cash financing activities:
   Common stock and warrants issued for consulting and directors' fees    $         --     $    876,400
                                                                          ============     ============
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       6
<PAGE>

              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The interim  consolidated  unaudited financial  statements have been prepared by
the Company and include all material  adjustments  which,  in the opinion of the
management,  are necessary for a fair  presentation of financial results for the
six months ended June 30, 2005. All adjustments and provisions included in these
statements are of a normal recurring nature.

Certain  information  and footnote  disclosures  made in the most recent  annual
consolidated financial statements included in the Form 10-KSB for the year ended
December  31, 2004 have been  condensed  or omitted  for the  interim  financial
statements;  accordingly,  the interim  financial  statements  should be read in
conjunction with the December 31, 2004 consolidated  financial  statements.  The
results of  operations  for the interim  period  presented  are not  necessarily
indicative of the results that can be expected for the entire year.

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 amount of revenues and expenses  during the  reporting  periods.  Management
makes  these  estimates  using the best  information  available  at the time the
estimates are made.  However,  actual results could differ materially from those
results.

2. GOING CONCERN

The  consolidated  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying  amounts  of  assets  and  liabilities  presented  in the  consolidated
financial  statements do not purport to represent  the  realizable or settlement
values.  We incurred a net loss of $1,107,044  and $3,818,867 for the six months
ended June 30, 2005 and 2004, respectively, and our current liabilities exceeded
our  current  assets  by  $9,192,689  at June 30,  2005.  These  factors  create
substantial doubt about our ability to continue as a going concern.

Company  management  continues  to  evaluate  the  Company's  cash needs and the
availability of debt and equity financing to fund the Company's operations.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accounting  policies  adopted  in  these  interim  consolidated   unaudited
financial  statements are consistent with those set out in the Company's audited
consolidated financial statements for the year ended December 31, 2004.

Basis of Consolidation

The interim  consolidated  financial statements include the financial statements
of the  Company  and its wholly  owned  subsidiary,  Broadway  Offshore  Limited
("Broadway") and its 49% equity interest in Baoding Pascali  Broadcasting  Cable
Television  Integrated  Information  Networking Co., Ltd. (the "Joint Venture"),
collectively  its  subsidiaries.  All  significant  inter-company  balances  and
transactions, including inter-company profits and unrealized profits and losses,
are eliminated on consolidation.

The Joint Venture is a Sino-foreign joint venture established in the People's
Republic of China (the "PRC"), between Broadway and Baoding Pascali Multimedia
Transmission Networking Co., Ltd. ("Baoding Multimedia"), which is a subsidiary
of Baoding Pascali Group Co., Ltd., a Chinese state-owned enterprise.

Prior to December 31, 2003,  Baoding's joint venture  partners  consisted of the
Company  and  Baoding  Multimedia  with  ownership  interests  of 49%  and  51%,
respectively.  In  addition,  Baoding  Multimedia  had the majority of the Joint
Venture's  board  seats of the  Board of  Directors.  Accordingly,  the  Company
accounted  for its  investment  in the Joint  Venture using the equity method of
accounting for the year ended December 31, 2003.


                                       7
<PAGE>

On December 29, 2003, the Joint Venture  agreement was amended  whereby  Baoding
Multimedia  granted 3% of its 51% interest in the Joint Venture to Baoding Cable
Television Employees' Shareholding  Association ("BCTESA"),  as well as one seat
on the Board of Directors.

Effective  January 1, 2004, the Joint Venture  agreement between the Company and
Baoding  Multimedia was further amended  whereby the Company  assumed  effective
control of the board of directors of the Joint Venture by appointing five out of
nine of its directors  under the PRC  Sino-foreign  Joint Venture Law. The other
four  directors  consist  of three  directors  for  Baoding  Multimedia  and one
director for BCTESA. In addition, the Company filled key management positions at
the Joint Venture, including the position of Chief Financial Officer and General
Manager, with persons affiliated with the Company.

The Board of Directors of the Joint Venture  serves a term of four years with no
term limits.  Changes in the Board of Director  members can only be made after a
unanimous vote of the Board. The Board of Directors is the highest  authority of
the  Joint  Venture  and  executes  policy,   operational   matters  and  passes
resolutions of the Joint Venture. As a result, control of the Board of Directors
of the  Joint  Venture  enables  the  Company  to  significantly  influence  the
operations of the Joint Venture. Accordingly, since January 1, 2004, the Company
has  accounted  for the Joint  Venture  as a  subsidiary  and its  accounts  are
consolidated.

Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
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 consolidated  financial statements and the amount
of revenues and expenses during the reporting  periods.  Management  makes these
estimates  using the best  information  available at the time the  estimates are
made. However, actual results could differ materially from those results.

Cash and cash equivalents

Cash and cash  equivalents  include cash on hand,  demand and time deposits with
banks and liquid investments with an original maturity of three months or less.

Inventories

Inventories,  being  consumables and network  replacement  parts,  are stated at
cost. Cost is determined on a first-in,  first-out basis, and includes all costs
of  purchase,  costs of  conversion,  and other costs  incurred in bringing  the
inventories to their present location and condition.

Property and equipment

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation,
amortization and impairment  losses,  and are depreciated at rates sufficient to
write off their cost, after taking into account their estimated  residual value,
over their estimated useful lives on a straight-line  basis. The expected useful
lives are as follows:

Leasehold improvements                         25 years

Machinery and equipment                        7 to 15 years

Furniture, fixtures and equipment              7 to 10 years

Motor vehicles                                 7 years

The  useful  lives of assets  and  depreciation  and  amortization  methods  are
reviewed periodically.

Construction in progress includes direct costs of constructing equipment and new
cable  and  fiber  optic  networks.  Interest  incurred  during  the  period  of
construction  has not  been  capitalized,  as  such  amounts  are not  material.
Construction  in progress is not  depreciated  until such time as the assets are
completed and put into operational use.


                                       8
<PAGE>

Intangible assets

The intangible  asset is an exclusive right to operate a cable TV network and is
amortized on a straight-line basis over a period of twenty years.

Impairment

The Company applies the provisions of Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
No. 144"), issued by the Financial Accounting Standards Board ("FASB"). SFAS No.
144 requires that long-lived  assets be reviewed for impairment  whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be  recoverable  through the estimated  undiscounted  cash flows expected to
result from the use and eventual  disposition  of the assets.  Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value.

The Company tests its long-lived  assets,  including  property and equipment and
intangible assets subject to periodic amortization,  for recoverability at least
annually  or  more   frequently   upon  the  occurrence  of  an  event  or  when
circumstances  indicate  that the net  carrying  amount is greater than its fair
value.  Assets  are  grouped  and  evaluated  at  the  lowest  level  for  their
identifiable cash flows that are largely  independent of the cash flows of other
groups of assets. The Company has identified this lowest level to be principally
the cable TV network in a specific region of Baoding city. The Company considers
historical  performance  and  future  estimated  results  in its  evaluation  of
potential  impairment and then compares the carrying  amount of the asset to the
future estimated cash flows expected to result from the use of the asset. If the
carrying amount of the asset exceeds estimated expected undiscounted future cash
flows,  the Company  measures the amount of impairment by comparing the carrying
amount of the asset to its fair value. The estimation of fair value is generally
measured  by  discounting  expected  future  cash flows as the rate the  Company
utilizes to evaluate  potential  investments.  The Company  estimates fair value
based on the information  available in making whatever estimates,  judgments and
projections  are  considered  necessary.  There was no  impairment of long-lived
assets in the periods ended June 30, 2005 and 2004.

Redeemable convertible preferred stock

In connection with the issuance of the redeemable convertible preferred stock in
2003,  the Company  recorded  deemed  dividends of  $4,000,000  arising from the
beneficial  conversion feature embedded within the preferred stock in accordance
with  the  provisions  of  Emerging   Issues  Task  Force  Consensus  Nos.  98-5
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable Conversion Ratios", and 00-27 "Application of Issue No.
98-5 to Certain  Convertible  Instruments" and $60,249 of accretion for the year
ended  December 31, 2004.  The deemed  dividends  arise from the  allocation  of
proceeds raised to the detachable warrants issued to the preferred stockholders,
as well as due to the effective conversion price based on the proceeds allocated
to the preferred stock being below the fair market value of the Company's common
stock on the date of issuance.  The beneficial  conversion feature is limited to
the total proceeds raised of $4,000,000.  During the period ended June 30, 2005,
the  redeemable  convertible  preferred  stock  was  redeemed  by the  preferred
stockholders.

Income taxes

The Company  accounts  for income  taxes using an asset and  liability  approach
which allows for the  recognition  and  measurement of deferred tax assets based
upon the likelihood of  realization  of tax benefits in future years.  Under the
asset  and  liability  approach,  deferred  taxes are  provided  for the net tax
effects of  temporary  differences  between the  carrying  amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.  A valuation  allowance  is provided  for deferred tax assets if it is
more likely than not these items will either  expire  before the Company is able
to realize  their  benefits,  or that  future  deductibility  is  uncertain.  No
provision  for  deferred  taxation  has been  made,  as there  are no  temporary
differences at the balance sheet date.

Stock based compensation

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
123,  which  defines a  fair-value-based  method of  accounting  for stock based
employee  compensation  and  transactions  in which an entity  issues its equity
instruments to acquire goods and services from non-employees. Stock compensation
for stock granted to  non-employees  has been determined in accordance with SFAS
No.123  and the  Emerging  Issues  Task  Force  consensus  in Issue  No.  96-18,
"Accounting for Equity  Instruments  that are issued to Other than Employees for
Acquiring,  or in Conjunction with Selling Goods or Services" ("EITF 96-18"), as
the fair  value  of the  consideration  received  or the  fair  value of  equity
instruments issued, whichever is more reliably measured.


                                       9
<PAGE>

Earnings per share

The Company has presented a dual  presentation of basic and diluted earnings per
share ("EPS") with a reconciliation  of the numerator and denominator of the EPS
computations.  Basic EPS amounts  are based on the  weighted  average  shares of
common  stock  outstanding.  Diluted  EPS assumes  the  conversion,  exercise or
issuance of all potential common stock instruments such as options, warrants and
convertible  securities,  unless  the  effect  is to  reduce a loss or  increase
earnings per share. All potential dilutive financial  instruments as of June 30,
2005 had the effect of reducing the reported net loss per share,  and therefore,
were excluded from the calculation.

Foreign Currency Translations and Transactions

The Renminbi ("RMB"),  the national currency of the PRC, is the primary currency
of the economic  environment  in which the  operations  of the Joint Venture are
conducted.  The Company  uses the United  States  dollar  ("U.S.  dollars")  for
financial reporting purposes.

The Company  translates the Joint  Venture's  assets and  liabilities  into U.S.
dollars using the applicable  unified exchange rates quoted by the People's Bank
of China  prevailing at the balance  sheet date,  and the statement of income is
translated  at average  unified  exchange  rates  during the  reporting  period.
Adjustments  resulting  from the  translation of the Joint  Venture's  financial
statements from RMB into U.S.  dollars are recorded in  shareholders'  equity as
part of accumulated comprehensive income.

Transactions denominated in currencies other than RMB are translated into RMB at
the unified exchange rates prevailing at the transaction  dates. Gains or losses
resulting from  transactions  in currencies  other than RMB are reflected in the
statement of income of the Joint Venture for the reporting periods.

On July 21, 2005,  the PRC government  changed its decade-old  policy of pegging
the  value of the RMB to the  U.S.  dollar.  Under  the new  policy,  the RMB is
permitted  to  fluctuate  within a narrow and managed  band  against a basket of
certain  foreign   currencies.   This  change  in  policy  has  resulted  in  an
approximately  2.0%  appreciation of the RMB against the U.S. dollar.  While the
international reaction to the RMB revaluation has generally been positive, there
remains  significant  international  pressure on the PRC  government to adopt an
even more  flexible  currency  policy,  which could result in a further and more
significant  revaluation  of the RMB against the U.S.  dollar.  Any  significant
revaluation  of RMB  may be  attributable  to  adjustments  resulting  from  the
translation of the Joint Venture's  financial  statements which will be recorded
as part of accumulated comprehensive income in shareholders' equity.

Revenue recognition

Revenue from the provision of subscription  television services is recognized at
the time when the services  are  provided.  Customers  are billed on a quarterly
basis for the analog television  services and on an annual basis for the digital
television  services.  High-speed  internet  service  customers  are billed on a
monthly  basis.  Prepayment  from  all  of  the  customers  is  deferred  to the
appropriate  period of  service.  Installation  fee  income is  recognized  upon
completion of the related installation work.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In  March  2004,  the  FASB  issued  EITF  Issue  No.  03-1,   "The  Meaning  of
Other-Than-Temporary  Impairment  and Its  Application  to Certain  Investments"
("EITF  03-1") which  provides new guidance for assessing  impairment  losses on
debt and equity  investments.  Additionally,  EITF 03-1 includes new  disclosure
requirements  for  investments  that are deemed to be temporarily  impaired.  In
September  2004,  the FASB delayed the  accounting  provisions of EITF 03-1. The
Company will  evaluate the effect,  if any, of EITF 03-1 when final  guidance is
released.

In November 2004, the FASB issued  Statement of Financial  Accounting  Standards
(SFAS) No. 151,  Inventory  Costs,  which  clarifies the accounting for abnormal
amounts of idle facility expense,  freight, handling costs, and wasted material.
SFAS No. 151 will be effective for inventory  costs incurred during fiscal years
beginning  after June 15,  2005.  We do not believe the adoption of SFAS No. 151
will have a material impact on our consolidated financial statements.


                                       10
<PAGE>

In December 2004, the FASB issued SFAS No. 123-R,  Share Based  Payments,  which
requires that the compensation cost relating to share-based payment transactions
(including  the  cost  of all  employee  stock  options)  be  recognized  in the
financial statements. The cost will be measured based on the estimate fair value
of the equity or liability instruments issued. SFAS 123-R covers a wide range of
share-based compensation arrangements including share options,  restricted share
plans,  performance-based  awards, share appreciation rights, and employee share
purchase plans.  Management believes the adoption of this pronouncement will not
have a material effect on our consolidated financial statements.

Also, in December  2004,  the FASB issued SFAS 153,  "Exchanges of  Non-monetary
Assets,  an  amendment  of APB  Opinion  No.  29,  Accounting  for  Non-monetary
Transactions."  The  amendments  made by SFAS No. 153 are based on the principle
that the exchange of non-monetary  assets should be measured using the estimated
fair market value of the assets  exchanged.  SFAS No. 153  eliminates the narrow
exception for non-monetary  exchanges of similar productive assets, and replaces
it with a broader  exception  for exchanges of  non-monetary  assets that do not
have commercial substance. A non-monetary exchange has "commercial substance" if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  transaction.  This  pronouncement  is  effective  for  monetary
exchanges in fiscal periods beginning after June 15, 2005.  Management  believes
the  adoption  of this  pronouncement  will not have a  material  effect  on our
consolidated financial statements.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections  - a  replacement  of APB Opinion No. 20 and FASB  Statement No. 3".
This  statement  replaces  APB Opinion No. 20,  "Accounting  Changes",  and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements",
and changes the requirements for the accounting for and reporting of a change in
accounting  principle.  This  statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition  provisions.  This  statement is effective  for  accounting
changes and correction of errors made in fiscal years  beginning  after December
15, 2005. Management believes the adoption of this pronouncement will not have a
material effect on our consolidated financial statements.

In June 2005,  the FASB  ratified the EITF  consensus  to amend EITF No.  96-16,
"Investor's  Accounting  for an Investee When the Investor Has a Majority of the
Voting  Interest but the  Minority  Shareholders  Have Certain  Approval or Veto
Rights."  The EITF  agreed  to  amend  the  Protective  Rights  section  of this
consensus,  as well as Example  of Exhibit  96-16A,  to be  consistent  with the
consensus reached in Issue No. 04-5,  "Determining Whether a General Partner, or
the General  Partners as a Group,  Controls a Limited  Partnership  or Similarly
Entity When the Limited  Partners Have Certain  Rights." The  provisions of this
amendment  should be applied  prospectively to new investments and to investment
agreements  that are  modified  after June 29,  2005.  Management  believes  the
adoption  of  this  pronouncement  will  not  have  a  material  effect  on  our
consolidated financial statements.

Other  recent  accounting  pronouncements  issued  by the  FASB  (including  its
Emerging Issues Task Force),  the AICPA, and the SEC did not or are not believed
by  management  to have a  material  impact on the  Company's  present or future
consolidated financial statements.

5. INVENTORIES

As of June  30,  2005  and  December  31,  2004,  inventories  consisted  of the
following:-

                                                 June 30,       December 31,
                                                  2005              2004

      Raw materials                              $327,894         $141,152
      Finished product                            181,030          200,294
                                                 --------         --------

        Total                                    $508,924         $341,446
                                                 ========         ========


                                       11
<PAGE>

6. PROPERTY AND EQUIPMENT

                                                June 30,       December 31,
                                                  2005            2004

      Leasehold improvements                  $    78,105     $     84,156
      Machinery and equipment                  17,811,563       17,718,296
      Furniture, fixtures and equipment           131,963          127,073
      Motor vehicles                              358,456          295,659
                                              ------------    ------------

                                               18,380,087       18,225,184
      Less: Accumulated depreciation           (6,161,447)      (5,369,734)
                                              ------------    ------------

                                               12,218,640       12,855,450
      Construction in progress                  3,725,463        3,078,294
                                              ------------    ------------

                                              $15,944,103     $ 15,933,744
                                              ============    ============

7. INTANGIBLE ASSETS

                                                June 30,    December 31,
                                                 2005           2004

Exclusive right to operate cable TV network   $ 2,413,687    $ 2,413,687
Less: Accumulated amortization                   (643,655)      (583,313)
                                              -----------    -----------

                                              $ 1,770,032    $ 1,830,374
                                              ===========    ===========

The amortization expense for the period ended June 30, 2005 amounted to $60,342.

8. AMOUNTS DUE TO STOCKHOLDERS AND DIRECTORS

The  amounts due to  stockholders  and  directors  are  unsecured,  non-interest
bearing and repayable on demand.

                                                    June 30,      December 31,
         Name                                         2005             2004
                                                   -----------     ------------
Stockholder:
Faithful Union Limited                              $143,400         $263,882
Stockholder and Director:
Raymond Ying-Wai Kwan, CEO                            38,592           15,767
Yau-Sing Tang, CFO                                   373,004           86,651
George Raney, Director                                 4,340                -
Paul Zee-Ho Tsang, Director                            1,282                -
                                                    --------         --------

  Total                                             $560,618         $366,300
                                                    ========         ========


                                       12
<PAGE>

For the period  ended June 30,  2005,  the Company  repaid  $120,482 to Faithful
Union  Limited,  a company  wholly  owned by Mr. Hong Tao Li, a Director,  Chief
Operating Officer and Vice-President of Project Development and as a result, the
Company still owed this shareholder $143,400 as of June 30, 2005.

For the period ended June 30, 2005,  Mr. Yau Sing Tang,  CFO and Director of the
Company paid various  expenses of $58,411 on behalf of the Company.  The Company
also owed him total salaries of $44,872 and director's  shares valued at $18,600
for the period  ended June 30,  2005.  Mr.  Tang also  advanced  $206,758 to the
Company during the period ended June 30, 2005. The Company paid him the salaries
of $42,288 for the period  ended June 30, 2005.  In total,  the Company owed him
the amount of $373,004 as of June 30, 2005.

For the period ended June 30, 2005,  the Company owed Mr. Raymond Ying Wai Kwan,
CEO and Director of the Company total salaries of $26,923 and director's  shares
valued at $7,440.  The Company  paid him the  salaries of $11,538 for the period
ended June 30, 2005. In total,  the Company owed him the amount of $38,592 as of
June 30, 2005.

For the period ended June 30, 2005, the Company owed Mr. George Raney,  Director
of the Company, director's shares valued at $4,340.

For the period ended June 30, 2005, the Company owed Mr. Zee-Ho Tsang,  Director
of the Company,  director's fee of $2,564. The Company paid him the director fee
of $1,282 for the period ended June 30, 2005. In total, the Company owed him the
amount of $1,282 as of June 30, 2005.

9. AMOUNT DUE TO A DIRECTOR OF THE JOINT VENTURE

As of December 31, 2004,  the Company's  Joint Venture owed an amount of $45,094
to one  of the  directors  of the  Company's  Joint  Venture.  The  amount  owed
represents the personal bank loan taken up by such director for office  premises
acquired by the Company's  Joint  Venture in 2004.  The amount was wholly repaid
before June 30, 2005.

10. 8% REDEEMABLE CONVERTIBLE PREFERRED STOCK

On September 24, 2003, the Company completed the sale of 2,758,621 shares of the
Company's  restricted  8%  Redeemable  Convertible  Preferred  Stock,  par value
$0.0001 per share (the  "Preferred  Stock"),  to Gryphon  Master  Fund,  L.P., a
Bermuda  limited  partnership  (the  "Purchaser"),  for  $1.45  per  share  (the
"Purchase Price"),  or an aggregate  purchase price of $4,000,000.  The Purchase
Price per share of the  Preferred  Stock was  calculated  based  upon 90% of the
moving  average  closing price of the Company's  common stock for the 60 trading
days immediately prior to entering into the agreement.  The fair market value of
the  Company's  common  stock as of September  24, 2003 was $2.85 per share.  In
connection  with this  transaction,  the  Company  also  issued  warrants to the
Purchaser to purchase up to 827,586  shares of the Company's  restricted  common
stock at an  exercise  price  $2.18  per share  until  September  24,  2008 (the
"Warrants").  The sale of the Preferred  Stock and the Warrants to the Purchaser
was made in a private placement transaction with reliance upon an exemption from
registration under Section 4(2) of the Securities Act of 1933.

The Preferred  Stock accrues  dividends at the rate of 8% of the Purchase  Price
per share per annum,  payable when, as and if declared by the Board of Directors
on September  30 and March 31 of each year  commencing  on March 31,  2004.  The
Preferred  Stock is senior to the common  stock with  respect to the  payment of
dividends,  redemption  payments  and rights upon  liquidation,  dissolution  or
winding up of the affairs of the Company. Upon liquidation,  the Preferred Stock
is entitled to receive a liquidation preference equal to the Purchase Price plus
the amount of accrued and unpaid dividends.

The Company  was  required to redeem all then  outstanding  shares of  Preferred
Stock on September  24,  2008,  the fifth  anniversary  of the date on which the
preferred stock was issued,  at a redemption  price equal to the Purchase Price,
plus  accrued but unpaid  dividends.  However,  if the  "Current  Market  Price"
(defined as the volume weighted  average price of the Company's  common stock on
the 10 consecutive  trading days immediately  preceding such date as reported on
the  Over-the-Counter  Bulletin Board of the Company's Common Stock) is equal to
or less than $0.70 for a period of 10  consecutive  trading days, the holders of
the  Preferred  Stock have the right to require the Company to redeem all or any
portion of the Preferred Stock at a redemption  price,  in cash,  equal to $1.67
per share, plus all accrued but unpaid dividends.


                                       13
<PAGE>

The fair  value of the  Preferred  Stock  with the  conversion  feature  and the
warrants,  calculated based on available market data using appropriate valuation
models,  was  determined  to be in  excess  of the net  proceeds  of  $3,642,150
received by the Company  from the  Purchaser,  and the minimum  Preferred  Stock
redemption amount of $4,000,000.  Therefore, the Preferred Stock was recorded at
the minimum redemption amount of $4,000,000,  less related transactions costs of
$660,563 to be adjusted in  subsequent  periods for  accretion  adjustments  and
accrued and unpaid dividends.

On September  24,  2003,  the Company also issued  18,391  shares of  restricted
common stock to Trenchant  Operating LLC  ("Trenchant"),  in  consideration  for
services  performed  by  Trenchant in finding the  Purchaser.  In addition,  the
Company issued  warrants to Trenchant to purchase 91,954 shares of common stock,
with an exercise  price equal to $2.18 per share until  September 25, 2008.  The
fair market value of the  Company's  commons  stock as of September 24, 2003 was
$2.85.  The fair value of the warrants was  determined  to be $250,299 as of the
date of grants using the  Black-Scholes  pricing option valuation  model,  which
assumed a risk free interest rate of approximately  3.07%, an expected life of 5
years, and a volatility rate of 171%.

On June 14, 2004 the Purchaser  requested  that the Company redeem the Preferred
Stock,  as the market price of the  Company's  common stock was equal to or less
than $0.70 per share for more than ten  consecutive  trading  days.  On July 26,
2004,  the Purchaser  filed a complaint in the United States  District Court for
the  Northern  District  of Texas,  Dallas  Division  alleging  that the Company
breached its contract by failing to redeem the Preferred Stock. The Purchaser is
seeking the  redemption  price of  $4,606,897;  plus unpaid  dividends  equal to
$220,226 and interest accruing at $888 per day from June 14, 2004 until the date
of redemption;  pre-judgment and post-judgment interest;  attorneys' fees; court
costs; and other such relief.

On June 20, 2005,  the Company and the Purchaser  represented  to the Court that
they had agreed to an entry of judgment  on the  Purchaser's  claim  against the
Company.  Therefore, the Purchaser was granted a judgment against the Company in
the  amount  of  $5,165,119.99.  The  Purchaser  was also  granted  recovery  of
post-judgment  interest on the  judgment at a rate of 6% per annum from June 20,
2005 until the judgment is paid by the  Company.  In a separate  agreement,  the
Company  agreed to pay the  Purchaser  a sum of  $35,000  to cover  legal  costs
incurred by the  Purchaser  in two  installments:  $20,000 on or before June 30,
2005 and  $15,000  on or before  July 31,  2005.  In  exchange  for the  $35,000
payment, the Purchaser agreed not to execute on the agreed judgment on or before
September 30, 2005.  Subsequent to June 30, 2005, the Company  completed payment
of the $35,000 to the Purchaser.

In accordance with Financial  Accounting  Standards Board SFAS 150,  "Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity", the Company has accounted for the judgment debt of $5,165,120, together
with post-judgment  interest of $8,491 for the period from June 21, 2005 to June
30, 2005 and the  compensation  amount of $35,000 as a current  liability on its
consolidated balance sheet. The Company has accounted for the difference between
the  minimum  Preferred  Stock  redemption  amount  of  $4,000,000  and the cash
redemption price of $ 4,606,897 as a reduction in Additional Paid-in Capital for
the year ended  December 31, 2004. In addition,  for the year ended December 31,
2004,  the Company has  expensed  unamortized  transaction  costs  amounting  to
$567,286 relating to the original Preferred Stock issuance. For the period ended
June 30, 2005, the Company expensed the difference between the judgment debt and
the recorded  amount due to the Purchaser as of December 31, 2004 of $309,194 as
other interest expenses and the compensation amount of $35,000 as other expenses
on the Company's consolidated statement of operations and comprehensive income.

11. INCOME TAXES

Broadway  Offshore is a British Virgin Islands  investment  holding company that
does not carry on any  business  and does not maintain any offices in the United
States of America. Therefore, no provision for United States income taxes or tax
benefits for the Company has been made.

Baoding is a  Sino-foreign  joint venture  established  in the PRC.  Baoding was
subject to a 3% local  income tax for the year ended  December  31, 2002 and 18%
(15% federal  income tax plus 3% local  income tax) for the year ended  December
31, 2003 and 13% (10%  federal  income tax plus 3% local  income tax) for future
years,  on the results of its  operations  after  adjusting  for items which are
non-assessable or disallowed. Certain items of income and expense are recognized
for PRC income tax purposes in a different  accounting period from that in which
they are recognized for financial  accounting  purposes.  Baoding's operation in
the PRC for the periods  ended June 30, 2005 and 2004  resulted in a  profitable
operation, while loss was incurred on the Company level.


                                       14
<PAGE>

12. DIRECTORS' COMPENSATION IN SHARES AND WARRANTS

The Company  signed  two-year  directors'  stock  compensation  agreements  (the
"Agreements")  with  three of its  directors,  Mr.  George  Raney,  Mr.  Raymond
Ying-Wai  Kwan,  and Mr.  Yau-Sing  Tang on February 28,  2003.  Pursuant to the
Agreements, the Company will issue an aggregate of 49,000 shares of common stock
each month in consideration  for their services  rendered through February 2005.
Since the expiry of the Agreements on February 28, 2005, the Company has not yet
renewed the stock  compensation  agreements  with the directors.  As of June 30,
2005,  the Company did not issue the 98,000  director's  shares of common  stock
valued at $30,380 to the directors.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting for Stock-Based  Compensation"  ("SFAS 123") and the Emerging Issues
Task Force Consensus Issue No. 96-18,  "Accounting for Equity  Instruments  that
are  Issued to Other  than  Employees  for  Acquiring,  or in  Conjunction  with
Selling,  Goods  or  Services"  ("EITF  96-18"),  the  Company  accrued  for the
directors' compensation in shares and warrants based on the fair market value of
the Company's  common stock at the period end.  During the six months ended June
30, 2004,  294,000 shares of the Company's common stock under the Company's 2003
Stock Compensation Plan were issued to the directors. No shares of the Company's
common stock were issued for the six months ended June 30, 2005.

13. CONSULTING AGREEMENTS AND DEFERRED CONSULTING FEES

For the year ended  December 31, 2004,  the Company  issued a total of 4,015,000
shares of the Company's common stock to several consultants as consideration for
consultation  and advisory  services  rendered and to be rendered  over a period
ranging from one month to eighteen  months.  For the period ended June 30, 2005,
no shares were issued.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting for Stock-Based  Compensation"  ("SFAS 123") and the Emerging Issues
Task Force Consensus Issue No. 96-18,  "Accounting for Equity  Instruments  that
are  Issued to Other  than  Employees  for  Acquiring,  or in  Conjunction  with
Selling,  Goods or Services"  ("EITF 96-18"),  the Company has accounted for the
consulting  agreements  based on the fair market value of the  Company's  common
stock at the commencement date of the individual consulting agreements.  For the
six months ended June 30, 2005 and 2004, the Company  charged to expense a total
of $548,244 and $2,137,050,  respectively  associated with consulting agreements
and recorded deferred consulting fees of $697,294 and $1,245,538 respectively at
June 30, 2005 and  December  31,  2004.  The  deferred  consulting  fees will be
charged to expenses as follows:

        Year ending December 31                      Amount
                 2005                             $   393,565
                 2006                                 303,729
                                                  -----------
                  Total                           $   697,294
                                                  ===========

For the  periods  ended June 30,  2005 and 2004,  no  warrants  were  granted or
exercised. As of June 30, 2005, the following warrants were still outstanding:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
       Warrant-holder          No. of warrants     Exercise Price                  Exercise Period
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>         <C>
Patrick Ko                         250,000             $0.45       Five years starting from May 3, 2003
---------------------------------------------------------------------------------------------------------------
Ni Rong-song                      1,000,000            $0.45       Five years starting from May 30, 2003
---------------------------------------------------------------------------------------------------------------
Friedland Capital Inc.             100,000             $1.50       Three years starting from August 22, 2003
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>

14. MINORITY INTEREST

The minority interest comprises the following:-

<TABLE>
<CAPTION>
  As of                                                   June 30, 2005     December 31, 2004
                                                          -------------     -----------------

<S>                                                      <C>                 <C>
  Share in the net assets of the joint venture           $     8,829,299     $     8,608,836

  Less: Amount due from the PRC joint venture partner         (2,203,966)         (2,059,824)
                                                              ----------          ----------
    Net amount                                           $     6,625,333     $     6,549,012
                                                              ==========          ==========
</TABLE>

For the six  months  ended  June 30,  2005 and  2004,  the  Company  recorded  a
reduction  to income of $220,463  and $332,769  respectively,  representing  the
other  partners'  share in the income of the joint  venture.  The  Company  also
recorded a minority  interest of $8,829,299  and  $8,608,836 as of June 30, 2005
and December 31, 2004  respectively,  representing  the other partners' share in
the net assets of the joint venture.  The balance of the minority interest as of
June  30,  2005 and  December  31,  2004 was  reduced  by  receivables  due from
Baoding's 48% joint venture partner in anticipation of the proposed  dividend on
the Baoding joint venture as described below.

The amount due from the PRC joint venture  partner was not trade in nature.  The
amount was  unsecured,  interest  free and is due for  repayment by December 31,
2005.

The Board of directors of Baoding joint venture has proposed the distribution of
a cash  dividend to its joint  venture  partners in the amount of RMB36  million
(equivalent  to  approximately  US$4,337,300).  The payment of such  dividend is
contingent upon the approval of SAFE (State  Administration of Foreign Exchange)
and of the local PRC tax  bureau.  Baoding  joint  venture is in the  process of
obtaining a tax clearance  certificate from the local PRC tax bureau in order to
get the approval for the declaration of dividend. The local PRC tax bureau needs
to review  Baoding joint  venture's  up-to-date tax filings to ensure all of the
enterprise  and  value-added  taxes have been  properly  paid up to December 31,
2004.

Under the current PRC foreign  joint venture law,  Baoding joint venture  cannot
formerly declare the dividend until formal approvals from SAFE and local PRC tax
bureau have been obtained.

The  Baoding  joint  venture  intends  to offset the  amount of  dividend  to be
declared to its PRC joint venture partner with the amount due from the PRC joint
venture partner. Such offset of dividend declared is permitted under the current
PRC laws. In the books of the Baoding joint venture, the dividend to be declared
has not yet been accrued.


15. EARNINGS (LOSS) PER COMMON SHARE

Basic EPS  amounts  are based on the  weighted  average  shares of common  stock
outstanding.  Diluted EPS assumes  the  conversion,  exercise or issuance of all
potential  common stock  instruments  such as options,  warrants and convertible
securities,  unless  the  effect is to reduce a loss or  increase  earnings  per
share. All potential dilutive financial  instruments as of June 30, 2005 had the
effect of  reducing  the  reported  net loss per  share,  and,  therefore,  were
excluded from the calculation.

16. SEGMENT REPORTING

The Company operates in three principal business segments.  Management  believes
that the following  table presents  useful  information  to the chief  operation
decision  makers for measuring  business  performance  and  financing  needs and
preparing the corporate budget,  etc. As all the Company's customers are located
in Baoding City, China and the Company's  revenues are generated in Baoding,  no
geographical segment information is presented.


                                       16
<PAGE>

<TABLE>
<CAPTION>

                                     Analog             Digital          High speed
For the six months ended           Television         Television          Internet
June 30, 2005                       Services           Services           Services          Corporate           Total
--------------                      --------           --------           --------          ---------           -----
<S>                               <C>                <C>                <C>               <C>                <C>
Net Sales                         $ 1,983,287        $   686,605        $  102,618        $       --         $ 2,772,510

Consulting fees                          --                 --                 --            (548,244)          (548,244)

Directors' compensation                  --                 --                 --            (104,739)          (104,739)

Professional fees                        --                 --                 --            (199,229)          (199,229)

Operating expenses                   (467,437)          (562,075)              --            (122,457)        (1,151,969)

Administrative expenses              (212,544)              --                 --                 --            (212,544)

Depreciation                         (791,713)              --                 --                 --            (791,713)

Amortization                          (60,342)              --                 --                 --             (60,342)

Profit (Loss) from operation          451,251            124,530           102,618           (974,669)          (296,270)

<CAPTION>
                                     Analog             Digital          High speed
For the six months ended           Television         Television         Internet
June 30 , 2004                      Services           Services           Services          Corporate           Total
--------------                      --------           --------           --------          ---------           -----
<S>                               <C>                <C>                <C>               <C>                <C>
Net Sales                         $ 1,948,092        $      --          $   94,819        $       --         $ 2,042,911

Consulting fees                          --                 --                 --          (2,137,050)        (2,137,050)

Directors' compensation                  --                 --                 --            (336,695)          (336,695)

Professional fees                        --                 --                 --            (265,724)          (265,724)

Operating expenses                   (404,446)              --                 --            (155,033)          (559,479)

Administrative expenses              (246,682)              --                 --                --             (246,682)

Depreciation                         (725,201)              --                 --                --             (725,201)

Amortization                          (60,343)              --                 --                --              (60,343)

Profit (Loss) from operation          511,420               --              94,819         (2,894,502)        (2,288,263)
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

This quarterly report on Form 10-QSB contains forward-looking  statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements relate to future events or the
Company's  future financial  performance.  The Company has attempted to identify
forward-looking  statements by terminology including "anticipates,"  "believes,"
"expects," "can," "continue,"  "could,"  estimates,"  "intends," "may," "plans,"
"potential,"  "predict,"  "should"  or "will" or the  negative of these terms or
other   comparable   terminology.   Although  the  Company   believes  that  the
expectations  reflected in the  forward-looking  statements are reasonable,  the
Company  cannot  guarantee  future  results,  level of activity,  performance or
achievements.  The Company  expectations  are as of the date this Form 10-QSB is
filed,  and the  Company  does not intend to update  any of the  forward-looking
statements  after the date  this  quarterly  report  on Form  10-QSB is filed to
confirm these statements to actual results, unless required by law.

Overview

The Company was  incorporated  in the State of  Delaware on November  27,  1984.
Prior to February  2003, the Company had no business  operations.  From February
2003, as a result of a reverse  merger,  the Company,  through its  wholly-owned
subsidiary,   Broadway  Offshore  Limited  ("Broadway   Offshore"),   which  was
incorporated under the laws of the British Virgin Islands,  has owned 49% of the
issued and  outstanding  shares of  capital  stock on a fully  diluted  basis of
Baoding Pascali Broadcasting Cable Television Integrated  Information Networking
Co.,  Ltd. (the "Joint  Venture").  The Joint  Venture is a  Sino-foreign  joint
venture  established  in the  People's  Republic of China (the  "PRC"),  between
Broadway Offshore and Baoding Pascali  Multimedia  Transmission  Networking Co.,
Ltd. ("Baoding Multimedia"), which is a subsidiary of Baoding Pascali Group Co.,
Ltd., a Chinese state-owned enterprise.


                                       17
<PAGE>

The Joint Venture was formed on July 23, 1999, when Baoding Multimedia and Solar
Touch signed a joint venture  contract (the "JV  Agreement") and the articles of
association  of the Joint Venture (the "JV  Articles").  The JV Agreement and JV
Articles  provide that the total amount of  investment  of the Joint Venture was
RMB122.425  million (or  approximately  US$14.8 million) and that the registered
capital stock of the Joint Venture was RMB70 million (or  approximately  US$8.46
million).   The  JV  Agreement   and  JV  Articles  also  provide  that  Baoding
Multimedia's  contribution to the Joint Venture was Baoding Multimedia's network
and related  facilities with a value of RMB21.7 million,  plus intangible assets
(including  licenses and business  goodwill)  valued at RMB14  million which was
equal to 51% of the  registered  capital  of the Joint  Venture  and that  Solar
Touch's  contribution  was an investment of US$4.14 million (or RMB34.3 million)
in cash which was equal to 49% of the registered  capital. On July 28, 1999, the
Management  Commission  of  the  Baoding  Hi-Tech  Industrial  Development  Area
approved the JV Agreement and JV Articles as well as the members of the board of
directors of the Joint Venture. On August 5, 1999, a Certificate of Approval for
Establishment  of Enterprises  with Foreign  Investment in the PRC for the Joint
Venture  was  issued  and on August  16,  1999,  the  Business  License  for the
operations of the Joint Venture was issued.

On  February  23,  2000,  Baoding  Multimedia  and Solar  Touch  signed  another
agreement to increase the Joint Venture's  registered capital from RMB70 million
to RMB100 million, provided, however, that the parties' respective percentage of
equity  interests in the Joint  Venture  shall remain the same.  On February 24,
2000, the Management Commission of the Development Area approved the increase in
the Joint Venture's  registered capital from RMB70 million to RMB100 million. On
September 6, 2000, a revised Business License was issued to reflect the increase
in the Joint Venture's registered capital.

On May 6, 2003, Solar Touch transferred its 49% interest in the Joint Venture to
its wholly-owned  subsidiary,  Broadway Offshore.  On December 29, 2003, Baoding
Multimedia transferred a 3% interest in the Joint Venture to the Baoding Pascali
Cable Television Network Workers Stockholding Association. On the same date, the
JV Agreement and JV Articles  were amended to reflect the correct  shareholdings
of Broadway  Offshore,  Baoding  Multimedia and Baoding Pascali Cable Television
Network  Workers  Stockholding  Association.  Also, the total number of board of
directors of the Joint  Venture  increased to nine pursuant to the Amended Joint
Venture  Agreement  dated  December 29, 2003 (the  "Amended JV  Agreement").  In
February 2004, the Company sold its intermediate  holding company,  Solar Touch,
to an independent third party and as a result,  the Company directly owns a 100%
interest in Broadway Offshore.

The Joint Venture  operates a cable  television  network in the  municipality of
Baoding, near Beijing in the PRC. The Joint Venture has over 200,000 subscribers
in a market with a population of over 10 million.  The Company believes that the
Joint Venture is at present the only Sino-foreign  joint venture approved by the
State  Administration  of Radio,  Film and  Television to be licensed as a cable
television  network  operator in the PRC.  The Company  believes  that it is the
first and only joint venture allowed to have a foreign investor invest in and to
operate the cable television network in the PRC.

The board of directors of the Joint Venture currently has nine members,  five of
whom were appointed by the Company.  Pursuant to the Amended JV Agreement  dated
December 29, 2003,  Broadway  Offshore has the right to appoint five of the nine
members  of the  Board  of the  Joint  Venture.  Through  those  five  appointed
directors,  the Company has  obtained  control of the board of  directors of the
Joint  Venture and the Company's  Board of Directors  has filled key  management
positions at the Joint Venture,  including Chief  Financial  Officer and General
Manager,  with persons affiliated with the Company.  As a foreign investor,  the
Company, through its predecessor,  has become the single largest interest holder
of the Joint  Venture and has actively  participated  in the  management  of the
Joint Venture.

In view of China's  accession  to the World Trade  Organization,  it is expected
that further opening of the cable television  market in China will take place in
the near  future.  Being the first  foreign  investor  to be  allowed  to own an
interest in a Chinese cable operator and with the experience  gained through the
years,  the Company  believes it is at an advantageous  position to increase its
ownership interest in the Joint Venture beyond the current 49% level,  should it
be allowed to do so in the future.

According  to  its  business   license  and  the  current   relevant  rules  and
regulations,  the Joint  Venture is allowed to acquire and own networks in areas
other than Baoding.  Therefore,  when opportunities arise, the Joint Venture may
try to expand its business beyond Baoding, in which case, the Company may assist
the Joint Venture in raising capital for such  expansion,  although there cannot
be any assurance of such expansion.

On July 1, 2003, the Company changed its name from Nova International Film, Inc.
to China Cable and Communication, Inc.


                                       18
<PAGE>

Critical Accounting Policies and Estimates

The  preparation  of the  Company's  financial  statements  requires  it to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  The Company bases its estimates on  historical  experience  and on
various  other   assumptions  that  it  believes  to  be  reasonable  under  the
circumstances,  and which form the basis for making judgments about the carrying
values of assets and liabilities. Actual results may differ from these estimates
under different assumptions or conditions.

The Company  considers the following  accounting  policies to be both those most
important to the portrayal of our financial condition and those that require the
most subjective judgment:

Investment  in Joint  Venture:  On and before  December  31,  2003,  the Company
accounted for its 49%  ownership  interest in the Joint Venture using the equity
method of accounting. However, effective on January 1, 2004, the Company assumed
control of the board of directors of the Joint Venture by appointing five out of
nine of its directors and filled key management  positions at the Joint Venture,
including  the position of Chief  Financial  Officer and General  Manager,  with
persons affiliated with the Company. Accordingly,  effective on January 1, 2004,
the Company has accounted for the Joint Venture as a subsidiary and its accounts
are consolidated.

Revenue  recognition:  Revenue  from the  provision of  subscription  television
services is recognized at the time when the services are provided. Customers are
billed on a quarterly basis for the analog television  services and on an annual
basis for the digital television services. High speed internet service customers
are billed on a monthly basis.  Prepayment from all of the customers is deferred
to the  appropriate  period of services.  Installation  fee income is recognized
upon completion of the related installation work.

Results of operations

Three months ended June 30, 2005 and 2004

Revenue

Our revenue of  $1,256,581  for the three months ended June 30, 2005  represents
the installation and subscription  fees,  premium digital service fees and added
value  services  fees of the Joint Venture  received and to be received,  net of
service tax whereas our revenue of  $1,109,160  for the three  months ended June
30, 2004 only included the installation  and  subscription  fees and added value
services fees of the Joint Venture  received and to be received,  net of service
tax. The increase in our revenue of $147,421,  representing a 13% increase,  was
attributable  to the  combined  effect of the sales of  set-top  boxes and cable
modems and the provision of premium digital  services to customers for the three
months  ended June 30,  2005 which  amounted  to  $220,940  and the  decrease in
installation  fees  received for the three  months ended June 30, 2005.  No such
sales and services were provided for the three months ended June 30, 2004.

Consulting Fees

Total  consulting  fees  decreased by $635,569,  representing  a 77% decrease to
$194,643 for the three  months  ended June 30, 2005 from  $830,212 for the three
months ended June 30,  2004.  The decrease  was  primarily  attributable  to the
decrease in deferred consulting fees that resulted from the decrease in issuance
shares of the Company's common stock to consultants for their services  rendered
and the  decrease  in the  Company's  stock price used in  determining  the fair
market value of those shares of common stock in accordance with the Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-based
Compensation".

Directors' compensation

Total directors' compensation decreased by $79,077,  representing a 71% decrease
to $32,692 for the three months ended June 30, 2005 from  $111,769 for the three
months ended June 30,  2004.  The decrease  was  primarily  attributable  to the
decrease in issuance of shares as directors'  compensation  for the three months
ended June 30, 2004. No shares were issued to the directors for the three months
ended June 30, 2005.

Professional fees

Total  professional fees decreased by $66,718,  representing a 51% decrease from
$130,239  for the three  months  ended June 30,  2004 to  $63,521  for the three
months ended June 30, 2005.  The decrease was primarily due to our decreased use
of professional services during the three months ended June 30, 2005.


                                       19
<PAGE>

Operating Expenses

Total  operating  expenses  increased  by $289,849  from  $310,180 for the three
months ended June 30, 2004 to $600,029 for the three months ended June 30, 2005.
Total operating  expenses  represent the operating expenses incurred by both the
Company and the Joint  Venture.  The increase was mainly because of the combined
effect of an increase  in  operating  expenses of $15,795 for analog  television
services, the inclusion of operating expenses of $218,169 for digital television
services and an increase in operating expenses of the Company itself of $55,885.
The increase in operating  expenses  for analog  television  services is in line
with the increase in subscription fees received for analog television  services.
There was no digital television service offered by our Baoding Joint Venture for
the three months ended June 30, 2004. The increase in operating  expenses of the
Company itself  resulted from an increase in business  travel and  entertainment
expenses for the three months ended June 30, 2005.

Interest income (expenses), net

Interest expenses, net for the three months ended June 30, 2005 was $228,867, as
compared to interest  income,  net of $124 for the three  months  ended June 30,
2004. The significant  change primarily  resulted from the inclusion of interest
on debt due to the preferred stockholders.

Minority interest

The minority interest represents the profit of the Joint Venture attributable to
the 51% equity  interest  not owned by the  Company.  The  decrease  in minority
interest of $109,842,  representing a 55% decrease,  from $200,861 for the three
months  ended June 30, 2004 to $91,019 for the three  months ended June 30, 2005
was in line with the decrease in the profit generated by the Joint Venture.

Deemed dividends

For the three months ended June 30, 2004, the Company  recorded deemed dividends
of $27,221 on its  redeemable  convertible  preferred  stock whereas the Company
recorded nil deemed  dividends  for the three  months  ended June 30, 2005.  The
substantial  decrease in deemed  dividends was caused by the fall in share price
below the fixed  redemption  price of the Preferred Stock of $0.70 per share. It
resulted  in the  mandatory  redemption  of the  Preferred  Stock after which no
deemed dividends were charged to retained earnings of the Company.

Net loss available for common stockholders

Net loss  decreased  to $580,077  for the three  months ended June 30, 2005 from
$2,137,485  for the  corresponding  period of 2004,  representing  a decrease of
$1,557,408 or 73%. This decrease is primarily due to the combined effects of the
increases in net sales of $147,421, operating expenses of $289,849, and interest
expenses of $228,991,  along with the decreases in consulting  fees of $635,569,
directors' compensation of $79,077,  administrative expenses of $3,806 and other
income (expenses), net of $98,081.

Six months ended June 30, 2005 and 2004

Revenue

Our revenue of $2,772,510 for the six months ended June 30, 2005  represents the
installation and subscription fees, premium digital service fees and added value
services fees of the Joint Venture  received and to be received,  net of service
tax  whereas our revenue of  $2,042,911  for the six months  ended June 30, 2004
only included the installation  and  subscription  fees and added value services
fees of the Joint Venture  received and to be received,  net of service tax. The
increase in our revenue of $729,599,  representing  a 36%  increase,  was mainly
attributable to the sales of set-top boxes and cable modems and the provision of
premium  digital  services to customers  for the six months ended June 30, 2005,
which amounted to $686,605. No such sales and services were provided for the six
months ended June 30, 2004.


                                       20
<PAGE>

Consulting Fees

Total  consulting  fees decreased by $1,588,806,  representing a 74% decrease to
$548,244  for the six months  ended June 30,  2005 from  $2,137,050  for the six
months ended June 30,  2004.  The decrease  was  primarily  attributable  to the
decrease in issuance  shares of the Company's  common stock to  consultants  for
their  services  rendered and the decrease in the Company's  stock price used in
determining  the fair market value of those shares of common stock in accordance
with the Statement of Financial  Accounting  Standards No. 123,  "Accounting for
Stock-based Compensation".

Directors' compensation

Total directors' compensation decreased by $231,956, representing a 69% decrease
to $104,739  for the six months  ended June 30, 2005 from  $336,695  for the six
months ended June 30,  2004.  The decrease  was  primarily  attributable  to the
combined  effect of the reduction in directors'  compensation  in shares and the
decrease in the Company's stock price as most of the directors' compensation was
in shares.

Operating Expenses

Total operating  expenses increased by $592,490 from $559,479 for the six months
ended June 30, 2004 to $1,151,969 for the six months ended June 31, 2005.  Total
operating expenses represent the operating expenses incurred by both the Company
and the Joint Venture. The increase was mainly because of the combined effect of
an increase in operating expenses of $62,991 for analog television services, the
inclusion of operating expenses of $562,075 for digital television  services and
a decrease in operating expenses of the Company itself of $32,576.  The increase
in  operating  expenses  for  analog  television  services  is in line  with the
increase in subscription fees received for analog television services. There was
no digital  television  service offered by our Baoding Joint Venture for the six
months  ended June 30, 2004.  The decrease in operating  expenses of the Company
itself  resulted from a decrease in business travel and  entertainment  expenses
and  discontinued  employment of one part-time  assistant to the Chief Financial
Officer.

Administrative Expenses

Total  administrative  expenses  decreased by $34,138 from  $246,682 for the six
months  ended June 30, 2004 to $212,544  for the six months ended June 30, 2005.
Total administrative  expenses represent the administrative expenses incurred by
the Joint Venture only. The decrease was mainly  attributable to the decrease in
salaries  and staff  benefits  of  approximately  $21,424  and  inclusion  of an
advisory  fee of  approximately  $12,145 for the six months ended June 30, 2004.
There was no such advisory fee for the six months ended June 30, 2005.

Bad debts

Bad debts represent an increase in the doubtful debt provision made for accounts
receivables  of our Baoding  Joint  Venture by $174,127 for the six months ended
June 30, 2005, whereas there was no such provision made for accounts receivables
for the corresponding period in 2004.

Interest income (expenses), net

Interest expenses,  net for the six months ended June 30, 2005 was $308,419,  as
compared to interest income, net of $332 for the six months ended June 30, 2004.
The significant change primarily resulted from the inclusion of interest on debt
owing to the preferred stockholders.

Losses on extinguishment of debt

For the  six  months  ended  June  30,  2004,  the  Company  recorded  a loss on
extinguishment of debt of $1,174,183. This represented the premium recognized on
the  Preferred  Stock  requested  by its holders to be redeemed by the  Company.
There was no such loss for the six months ended June 30, 2005.

Minority interest

The minority interest represents the profit of the Joint Venture attributable to
the 51% equity  interest  not owned by the  Company.  The  decrease  in minority
interest of $102,306,  representing a 32% decrease,  from $322,769,  for the six
months  ended June 30, 2004 to $220,463  for the six months  ended June 30, 2005
was in line with the decrease in the profit generated by the Joint Venture.


                                       21
<PAGE>

Deemed dividends

For the six months ended June 30, 2004, the Company recorded deemed dividends of
$60,249 on its redeemable  convertible  preferred  stock whereas the Company did
not  have  deemed  dividends  for  the six  months  ended  June  30,  2005.  The
substantial  decrease in deemed  dividends was caused by the fall in share price
below the fixed  redemption  price of the Preferred Stock of $0.70 per share. It
resulted  in the  mandatory  redemption  of the  Preferred  Stock after which no
deemed dividends were charged to retained earnings of the Company.

Net loss available for common stockholders

Net loss  decreased  to  $1,107,044  for the six months ended June 30, 2005 from
$3,818,867  for the  corresponding  period of 2004,  representing  a decrease of
$2,711,823 or 71%. This decrease is primarily due to the combined effects of the
increases in net sales of $729,599, operating expenses of $592,490, bad debts of
$174,127 and interest  expenses,  net of $308,751,  along with the  decreases in
consulting fees of $1,588,806, directors' compensation of $231,956, professional
fees of $66,495, administrative expenses of $34,138 and other income (expenses),
net of $127,927 and because there is no loss on  extinguishment  of debt for the
six months ended June 30, 2005.

Financial condition, liquidity, capital resources

For the six  months  ended  June 30,  2005,  we  generated  cash from  operating
activities of $1,029,011 and we used $808,123 to purchase property and equipment
and further advanced $144,142 to the PRC joint venture partner.

Although the Company incurred an operating loss of $1,107,044 for the six months
ended June 30, 2005,  the Company  generated  positive  cash flows of $1,029,011
from operating activities.  The operating loss for the six months ended June 30,
2005 included items which are of either non-cash or  non-recurrent  nature:  (i)
expensed  common stocks for consulting  fees of $548,244;  (ii) expensed  common
stock for directors'  compensation of $30,380, (ii) allowance for doubtful debts
of $174,127  (iii) interest due to preferred  stockholders  of $424,114 and (iv)
depreciation and amortization of $852,055.

As of June 30, 2005, the Company had cash and cash equivalents of $199,994.  Our
current assets were  $1,305,921 and our current  liabilities  were  $10,498,610,
which  resulted  in a  current  ratio of  0.12.  We had no  capital  expenditure
commitment outstanding as of June 30, 2005.

The cash requirements of the Company and its subsidiaries during the next twelve
months include the normal  operating  expenditures of the Baoding joint venture,
payments for  professional  fees, and  compensation of the Company's  directors.
While the Baoding joint venture has been generating  positive cash flow and does
not have material commitments for capital expenditures,  we anticipate, based on
the scale of the Baoding joint venture's existing  operations,  that the Baoding
joint  venture's  projected  cash flows from  operations  would be sufficient to
support its planned  operations for the next twelve months. To make the required
payments for professional fees and directors' compensation,  the Company expects
to  receive  a cash  dividend  from the  Baoding  joint  venture.  The  board of
directors  of the Baoding  joint  venture  has  proposed  to  distribute  a cash
dividend in the amount of RMB36 million (approximately $4,337,300) to its equity
holders,  although the payment of such dividend is contingent  upon the approval
by the State  Administration of Foreign Exchange (SAFE) and by the local PRC tax
bureau.  In order to fulfill the cash  dividend  obligation,  the Baoding  joint
venture  plans to borrow  money from the local  Chinese bank by using its assets
and its right to receive subscription fees as collateral.

The  Company's   working   capital  deficit  at  June  30,  2005  was  primarily
attributable  to the amount due to the preferred  stockholders,  Gryphon  Master
Fund, L.P. ("Gryphon"),  of $5,208,611 as a result of an agreed judgment entered
against  the  Company  in  Gryphon   Master  Fund,   L.P.  v.  China  Cable  and
Communication  Inc.  (U.S District  Court,  Northern  District of Texas,  Dallas
Division - Cause No. 3:04cv1617B). As explained more fully in Part II, Item 1 of
this quarterly report, on June 20, 2005, the Company and Gryphon  represented to
the Court that they had agreed to an entry of  judgment on the  Gryphon's  claim
against the  Company.  Therefore,  Gryphon  was  granted a judgment  against the
Company in the amount of  $5,165,119.99.  Gryphon was also  granted  recovery of
post-judgment  interest on the  judgment at a rate of 6% per annum from June 20,
2005 until the judgment is paid by the  Company.  In a separate  agreement,  the
Company  agreed to pay Gryphon a sum of $35,000 to cover legal costs incurred by
Gryphon in two  installments:  $20,000 on or before June 30, 2005 and $15,000 on
or before July 31, 2005. In exchange for the $35,000 payment, Gryphon agreed not
to execute on the agreed judgment on or before September 30, 2005. Subsequent to
June 30, 2005, the Company completed payment of the $35,000 to Gryphon.


                                       22
<PAGE>

To settle the agreed judgment debt, together with the post-judgment  interest on
the agreed judgment,  the Company is actively seeking strategic investors in the
PRC and intends to raise  additional  capital  through the  issuance of debts or
equity securities, although there can be no assurance that we will be successful
in obtaining this financing.  Meanwhile, the Company is negotiating with Gryphon
to extend  the  repayment  period to allow  more  time for the  Company  to seek
strategic  investors  to settle the debt by issuing the shares of the  Company's
stock.

The  consolidated  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying  amounts  of  assets  and  liabilities  presented  in the  consolidated
financial  statements do not purport to represent  the  realizable or settlement
values.  We incurred a net loss of $1,107,044  for the six months ended June 30,
2005 and our current  liabilities  exceeded our current  assets by $9,192,689 at
June 30,  2005.  These  factors  create  substantial  doubt about our ability to
continue as a going concern.

The Company's  management  continues to evaluate the Company's cash requirements
and the  availability  of debt  and  equity  financing  to  meet  the  Company's
financial obligations as they fall due.

Plan of Operation

We do not anticipate generating sufficient positive internal operating cash flow
to meet our financial obligations as mentioned above.

As mentioned  above,  the cash  requirements of the Company and its subsidiaries
during the next twelve months include the normal  operating  expenditures of the
Baoding joint venture,  and the payments for professional fees, and compensation
for the Company's directors. While the Baoding joint venture has been generating
positive  cash  flow  and  does  not  have  material   commitments  for  capital
expenditures,  we anticipate,  based on the scale of the Baoding joint venture's
existing operations,  that the Baoding joint venture's projected cash flows from
operations  would be sufficient to support its planned  operations  for the next
twelve  months.  To  make  the  required  payments  for  professional  fees  and
directors' compensation, the Company expects to receive a cash dividend from the
Baoding joint  venture.  The board of directors of the Baoding joint venture has
proposed  to  distribute  a  cash  dividend  in  the  amount  of  RMB36  million
(approximately $4,337,300),  although the payment of such dividend is contingent
upon the  approval by SAFE and by the local PRC tax bureau.  In order to fulfill
the cash  dividend  obligation,  the Baoding joint venture plans to borrow money
from the  local  Chinese  bank by using  its  assets  and its  right to  receive
subscription fees as collateral.

Although the Company expects to receive the cash dividend from the Baoding joint
venture,  we cannot meet the exceptional  cash  requirements  for payment of the
agreed judgment debt, as described above,  without seeking  strategic  investors
and  raising   additional  capital  through  the  issuance  of  debt  or  equity
securities.  Meanwhile,  the Company,  through its  appointed  attorney,  is now
negotiating  with Gryphon to extend the repayment  period to allow more time for
the Company to seek strategic  investors and raise additional capital for use in
settling  the debt or for  Gryphon to accept  shares of the  Company's  stock as
settlement for the agreed judgment.  However,  there can be no assurance that we
will be successful  in finding the  strategic  investor  and/or  obtaining  this
financing or that Gryphon will accept our share settlement proposal.

To the extent that we are unable to successfully  raise the capital necessary to
meet our financial  obligations on a timely basis and under acceptable terms and
conditions,  we will not have  sufficient  cash  resources  to settle the agreed
judgment  debt and maintain the  Company's  normal  operations,  and may have to
dispose of our  interest in the  Baoding  joint  venture  and  consider a formal
restructuring or reorganization.

Termination of Efforts to Acquire of Macau Media Holdings Ltd.

In November 2003, the Company paid a $3,000,000  refundable deposit to the owner
of Macau Media Holdings Limited ("Macau Media") under a letter of intent for the
Company's  proposed  acquisition  of  Macau  Media  and  its  subsidiaries.  The
completion of the proposed  acquisition was subject to due diligence and Chinese
government  approval  for the renewal of Macau  Media's  satellite  broadcasting
license.

The purchase  price for Macau Media was  originally  to consist of $3,000,000 in
cash and 8,500,000  shares of Company common stock. If the proposed  acquisition
was not completed, the deposit of $3,000,000 would be refunded.

In early  2005,  the Company  received  notice from Macau Media that the Chinese
government did not approve the renewal of Macau Media's  satellite  broadcasting
licenses. Management of the Company has determined that the owner of Macau Media
is not financially capable of repaying the $3,000,000 deposit.  Accordingly, the
deposit was fully  reserved in the  statements of operations  and  comprehensive
income for the year ended December 31, 2004.


                                       23
<PAGE>

Exchange rate

Fluctuations of currency  exchange rates between  Renminbi and the United States
dollar could adversely  affect our business since our sole  investment  conducts
its business  primarily in China,  and its revenue from operations is settled in
Renminbi.   The  Chinese  government   controls  its  foreign  reserves  through
restrictions  on imports and  conversion  of  Renminbi  into  foreign  currency.
Although  the Renminbi to United  States  dollar  exchange  rate has been stable
since  January 1, 1994 and the Chinese  government  has stated its  intention to
maintain the stability of the value of the  Renminbi,  there can be no assurance
that exchange rates will remain stable.  The Renminbi could devalue  against the
United States  dollar.  Exchange  rate  fluctuations  may  adversely  affect our
revenue  arising from the sales of products in China and denominated in Renminbi
and our financial performance when measured in the United States dollar. On July
21, 2005, the PRC government  changed its decade-old policy of pegging the value
of the RMB to the U.S.  dollar.  Under the new policy,  the RMB is  permitted to
fluctuate  within a narrow and managed band against a basket of certain  foreign
currencies.  This  change  in  policy  has  resulted  in an  approximately  2.0%
appreciation  of the RMB  against  the  U.S.  dollar.  While  the  international
reaction to the RMB  revaluation  has  generally  been  positive,  there remains
significant  international  pressure on the PRC government to adopt an even more
flexible  currency policy,  which could result in a further and more significant
revaluation of the RMB against the U.S. dollar.  Any significant  revaluation of
RMB may materially and adversely affect our cash flows,  revenues,  earnings and
financial position, and the value of, and any dividends payable in U.S. dollars.

Recent accounting pronouncements

In  March  2004,  the  FASB  issued  EITF  Issue  No.  03-1,   "The  Meaning  of
Other-Than-Temporary  Impairment  and Its  Application  to Certain  Investments"
("EITF  03-1") which  provides new guidance for assessing  impairment  losses on
debt and equity  investments.  Additionally,  EITF 03-1 includes new  disclosure
requirements  for  investments  that are deemed to be temporarily  impaired.  In
September  2004,  the FASB delayed the  accounting  provisions of EITF 03-1. The
Company will  evaluate the effect,  if any, of EITF 03-1 when final  guidance is
released.

In November 2004, the FASB issued  Statement of Financial  Accounting  Standards
(SFAS) No. 151,  Inventory  Costs,  which  clarifies the accounting for abnormal
amounts of idle facility expense,  freight, handling costs, and wasted material.
SFAS No. 151 will be effective for inventory  costs incurred during fiscal years
beginning  after June 15,  2005.  We do not believe the adoption of SFAS No. 151
will have a material impact on our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123-R,  Share Based  Payments,  which
requires that the compensation cost relating to share-based payment transactions
(including  the  cost  of all  employee  stock  options)  be  recognized  in the
financial  statements.  The cost will be measured  based on the  estimated  fair
value of the equity or liability  instruments  issued.  SFAS 123-R covers a wide
range  of  share-based   compensation   arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  Management  believes  the  adoption  of  this
pronouncement  will not have a  material  effect on our  consolidated  financial
statements.

Also, in December  2004,  the FASB issued SFAS 153,  "Exchanges of  Non-monetary
Assets,  an  amendment  of APB  Opinion  No.  29,  Accounting  for  Non-monetary
Transactions."  The  amendments  made by SFAS No. 153 are based on the principle
that the exchange of non-monetary  assets should be measured using the estimated
fair market value of the assets  exchanged.  SFAS No. 153  eliminates the narrow
exception for non-monetary  exchanges of similar productive assets, and replaces
it with a broader  exception  for exchanges of  non-monetary  assets that do not
have commercial substance. A non-monetary exchange has "commercial substance" if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  transaction.  This  pronouncement  is  effective  for  monetary
exchanges in fiscal periods beginning after June 15, 2005.  Management  believes
the  adoption  of this  pronouncement  will not have a  material  effect  on our
consolidated financial statements.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections  - a  replacement  of APB Opinion No. 20 and FASB  Statement No. 3".
This  statement  replaces  APB Opinion No. 20,  "Accounting  Changes",  and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements",
and changes the requirements for the accounting for and reporting of a change in
accounting  principle.  This  statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition  provisions.  This  statement is effective  for  accounting
changes and correction of errors made in fiscal years  beginning  after December
15, 2005. Management believes the adoption of this pronouncement will not have a
material effect on our consolidated financial statements.


                                       24
<PAGE>

In June 2005,  the FASB  ratified the EITF  consensus  to amend EITF No.  96-16,
"Investor's  Accounting  for an Investee When the Investor Has a Majority of the
Voting  Interest but the  Minority  Shareholders  Have Certain  Approval or Veto
Rights".  The EITF  agreed  to  amend  the  Protective  Rights  section  of this
consensus,  as well as Example  of Exhibit  96-16A,  to be  consistent  with the
consensus reached in Issue No. 04-5,  "Determining Whether a General Partner, or
the General  Partners as a Group,  Controls a Limited  Partnership  or Similarly
Entity When the Limited  Partners Have Certain  Rights." The  provisions of this
amendment  should be applied  prospectively to new investments and to investment
agreements  that are  modified  after June 29,  2005.  Management  believes  the
adoption  of  this  pronouncement  will  not  have  a  material  effect  on  our
consolidated financial statements.

Other  recent  accounting  pronouncements  issued  by the  FASB  (including  its
Emerging Issues Task Force),  the AICPA, and the SEC did not or are not believed
by  management  to have a  material  impact on the  Company's  present or future
consolidated financial statements.

ITEM 3. CONTROLS AND PROCEDURES

1) Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls and procedures  designed to ensure that  information  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  in the  reports  filed  under  the  Exchange  Act of  1934  is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive and financial  officers,  as  appropriate,  to allow timely
decisions regarding required disclosure.

Within the 90 days prior to the filing of this report,  the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including  its principal  executive  and  financial  officer of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based upon and as of the date of that evaluation, the Company's
principal   executive  and  financial   officer  concluded  that  the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in the reports that Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported as and when
required.

2) Changes in Internal Control

There were no changes in the  Company's  internal  controls or in other  factors
that could have significantly  affected those controls subsequent to the date of
the Company's most recent evaluation.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except for the pending  litigation  described  below with  Gryphon  Master Fund,
L.P.,  the  Company  is not a  party  to any  pending  or,  to the  best  of our
knowledge,  any  threatened  legal  proceedings,  and no  director,  officer  or
affiliate of the  Company,  or owner of record or of more than five percent (5%)
of the securities of the Company, or any associate of any such director, officer
or security holder is a party adverse to the Company.

On June 20, 2005, an agreed  judgment was entered against the Company in Gryphon
Master Fund, L.P. v. China Cable and  Communication  Inc. (U.S.  District Court,
Northern District of Texas, Dallas Division - Cause No. 3:04cv1617B)

As previously  reported in the Company's quarterly report on Form 10-QSB for the
period ended March 31, 2005,  on September 24, 2003,  the Company  completed the
sale of 2,758,621 shares of the Company's  restricted 8% Redeemable  Convertible
Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), to Gryphon
Master Fund,  L.P., a Bermuda  limited  partnership  ("Gryphon"),  for $1.45 per
share (the "Purchase Price"), or an aggregate purchase price of $4,000,000.  The
Company was required to redeem all then outstanding shares of Preferred Stock on
September  24, 2008,  the fifth  anniversary  of the date on which the preferred
stock was issued,  at a  redemption  price  equal to the  Purchase  Price,  plus
accrued but unpaid dividends. However, if the "Current Market Price" (defined as
the  volume  weighted  average  price of the  Company's  common  stock on the 10
consecutive  trading  days  immediately  preceding  such date as reported on the
Over-the-Counter  Bulletin  Board of the Company's  Common Stock) is equal to or
less than $0.70,  the holders of the  Preferred  Stock have the right to require
the Company to redeem all or any portion of the Preferred  Stock at a redemption
price, in cash, equal to $1.67 per share, plus all accrued but unpaid dividends.


                                       25
<PAGE>

On June 14, 2004,  Gryphon requested that the Company redeem the Preferred Stock
as the market price of the Company's common stock was equal to or less the $0.70
per share for more than ten consecutive  trading days. On July 26, 2004, Gryphon
filed a complaint in the United States District Court for the Northern  District
of Texas,  Dallas  Division  alleging that the Company  breached its contract by
failing to redeem the Preferred  Stock.  Gryphon sought the redemption  price of
$4,606,897; accrued unpaid dividends equal to $220,226; interest of $888 per day
from June 14, 2004 until the date of redemption;  pre-judgment and post-judgment
interest;  attorneys'  fees;  court costs;  and other such  relief.  The Company
retained  counsel  to  represent  it in this  matter and filed its answer to the
complaint.

On June 20, 2005, the Company and Gryphon represented to the Court that they had
agreed  to an  entry  of  judgment  on  Gryphon's  claim  against  the  Company.
Therefore,  Gryphon was granted a judgment  against the Company in the amount of
$5,165,119.99.  Gryphon was also granted recovery of  post-judgment  interest on
the  judgment at a rate of 6% per annum from June 20, 2005 until the judgment is
paid by the Company. In a separate agreement,  the Company agreed to pay Gryphon
a sum of $35,000 to cover legal costs  incurred by Gryphon in two  installments:
$20,000 on or before June 30, 2005 and  $15,000 on or before July 31,  2005.  In
exchange for the $35,000  payment,  Gryphon  agreed not to execute on the agreed
judgment on or before  September  30, 2005.  Subsequent  to June 30,  2005,  the
Company  completed  payment  of the  $35,000  to  Gryphon.  To settle the agreed
judgment debt, together with the post-judgment  interest on the agreed judgment,
the Company is actively  seeking  strategic  investors in the PRC and intends to
raise  additional  capital  through the issuance of debts or equity  securities,
although  there can be no assurance that we will be successful in obtaining this
financing.  The  Company is  currently  negotiating  with  Gryphon to extend the
repayment  period for the agreed  judgment to allow more time for the Company to
seek  strategic  investors  to  settle  the debt by  issuing  the  shares of the
Company's stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

(a)   None.

(b)   There were no changes to the  procedures  by which  security  holders  may
      recommend nominees to our board of directors.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS:


                                       26
<PAGE>

                                        EXHIBIT INDEX

       Exhibit
       Number     Description

      3(i)(a)     Certificate of Incorporation of CCCI. (1)

      3(i)(b)     Certificate  of  Amendment  of  Certificate  of  Incorporation
                  (filed November 17, 1989). (2)

      3(i)(c)     Certificate  of  Amendment  of  Certificate  of  Incorporation
                  (filed July 1, 2003). Filed herewith. (3)

      3(ii)       Bylaws of CCCI. (1)

      31.1        Rule  13a-14(a)  Certifications  of  Chief  Executive  Officer
                  Section 302 of the Sarbanes-Oxley Act of 2002

      31.2        Rule  13a-14(a)  Certifications  of  Chief  Financial  Officer
                  Section 302 of the Sarbanes-Oxley Act of 2002

      32.1        Certification  of the Chief Executive  Officer  pursuant to 18
                  U.S.C.  Section 1350as adopted  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

      32.2        Certification  of the Chief Financial  Officer  pursuant to 18
                  U.S.C.  Section 1350as adopted  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
      ---------------------

            (1) Incorporated by reference from CCCI's Registration  Statement on
      Form S-18, effective November 12, 1985.

            (2) Incorporated by reference from CCCI's Annual Report on Form 10-K
      for the fiscal year ended October 31, 1989.

            (3)  Incorporated  by  reference  from  CCCI's  Form  8-K  filed  on
      September 29, 2003.

(b)   REPORTS ON FORM 8-K:

      During the six months ended June 30, 2005, the Company filed the following
      Current Report/s on Form 8-K:

      1.    Form 8-K filed on April 19, 2005 - Termination of efforts to acquire
            Macau Media  Holdings  Ltd. and  write-off of deposit in  connection
            thereto.


                                       27
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Company has caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                        CHINA CABLE AND COMMUNICATION, INC.

Date: August 17, 2005                   /s/ Raymond Ying-Wai Kwan
                                        ----------------------------------------
                                        Name: Raymond Ying-Wai Kwan
                                        Title:   Chief Executive Officer


Date: August 17, 2005                   /s/ Yau-Sing Tang
                                        ----------------------------------------
                                        Name:  Yau-Sing Tang
                                        Title:   Chief Financial Officer


                                       28