**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB/A**





(Mark
      One)


x **QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**




**For
      the quarterly period ended September 30, 2007**




**or**




 ̈ **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**




**For
      the transition period from  _______ to ________**





*Commission
      file number:*  ******  **000-19644**




**CHINA
      BROADBAND, INC.**


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
            
            **20-1778374**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**1900
                Ninth Street, 3rd Floor**
              **Boulder,
                Colorado 80302**
            
            **(303)
                449-7733**(Address
                of principal
              executive
                offices)
            
            (Issuer’s
                telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to the filing requirements for the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x




**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




The
      number of shares issued and outstanding of the registrant's common stock, par
      value $.001 per share, as of November 6, 2007 was 50,048,000
      shares.




Transitional
      Small Business Disclosure Format (Check one): Yes o No x










**Explanatory
      Note**




This
      Quarterly Report on Form 10-QSB/A is being filed as Amendment Number 1 to
      our Quarterly Report on Form 10-QSB which was originally filed with the
      Securities and Exchange Commission (the ‘‘Commission’’) on November 15, 2007
      (the “Original Filing”). We are filing this Form 10-QSB/A to restate our
      financial statements for the quarter ending September 30, 2007. The reasons
      for
      the restatement are summarized as follows:





On
      August
      13, 2008, the board of directors of China Broadband, Inc. (the “Company”)
      concluded that the Company’s previously issued financial statements for the
      periods indicated below should no longer be relied upon because of (i) the
      Company’s discovery of previously unrecognized deferred revenues from payments
      received from customers, and (ii) the incorrect application of U.S. generally
      accepted accounting principles (“GAAP”) with respect to the recognition of
      revenues from prepaid internet service contracts. Accordingly, the Company
      has
      filed restated financial statements for the year ended December 31, 2007, and
      for the quarterly periods ended June 30, 2007, September 30, 2007 and March
      31,
      2008.





Except
      as
      otherwise stated, all financial information contained in this Quarterly Report
      on Form 10-QSB/A gives effect to these restatements. This Form 10-QSB/A amends
      and restates only certain information in the following sections as a result
      of
      the restatements described above:





Part
      I —
Financial Information


Item
      1.
      Financial Statements: Balance Sheet, Statement of Operations, Statement of
      Cash
      Flows, Note 5.


Item
      2.
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations: Results of Operations, Critical Accounting Policies.





For
      the
      convenience of the reader, this Form 10-QSB/A sets forth the entire Form 10-QSB
      which was prepared and relates to the Company as of and for the quarter ending
      September 30, 2007. However, this Form 10-QSB/A only amends and restates the
      Items described above to reflect the effects of the restatement and no attempt
      has been made to modify or update other disclosures presented in the Original
      Filing.





Accordingly,
      except for the foregoing amended information, this Form 10-QSB/A continues
      to
      speak as of the date of the Original Filing and does not reflect events
      occurring after the Original Filing, and does not modify or update those
      disclosures affected by subsequent events. Forward looking statements made
      in
      the Original Filing have not been revised to reflect events, results or
      developments that have become known to us after the date of the Original Filing
      (other than the current restatements described above), and such forward looking
      statements should be read in their historical context. Unless otherwise stated,
      the information in this Form 10-QSB/A not affected by such current restatements
      is unchanged and reflects the disclosures made at the time of the Original
      Filing.





**CHINA
      BROADBAND, INC.**




**SEPTEMBER
      30, 2007 FORM 10-QSB/A QUARTERLY REPORT**




**INDEX**




PagePART
                I - FINANCIAL INFORMATION
            F-1Item
                1.**-**Financial Statements.
            F-1Consolidated
                Balance Sheets as of  September 30, 2007 (unaudited) and December 31,
                2006
            F-1Consolidated
                Statements of Operations for the Nine Months and Three Months Ended
                September 30, 2007 and 2006 (unaudited)
            F-2Consolidated
                Statements of Cash Flows for the Nine Months Ended September 30,
                2007 and
                2006 (unaudited)
            F-3Notes
                to Unaudited Consolidated Financial Statements
            F-4Item
                2 - Management's Discussion and Analysis or Plan of
                Operation.
            1Item
                3 - Quantitative and Qualitative Disclosures About Market
                Risk
            7Item 4
                - Controls and Procedures.
            7PART
                II - OTHER INFORMATION
            8Item
                1 - Legal Proceedings.
            8Item
                2 - Unregistered Sales of Equity Securities and Use of
                Proceeds.
            8Item
                3 - Defaults Upon Senior Securities.
            8Item
                4 - Submission of Matters to a Vote of Security Holders.
            8Item
                5 - Other Information.
            8Item
                6 - Exhibits.
            8








**Forward
      Looking Statements**




This
      Quarterly Report Form 10-QSB and other reports filed by China Broadband, Inc.,
      a
      Nevada corporation, formerly known as Alpha Nutra, Inc., (the “ **Company** ”),
      from
      time to time with the Securities and Exchange Commission (collectively the
“ **Filings** ”),
      contain or may contain forward looking statements and information that are
      based
      upon beliefs of, and information currently available to, the management of
      the
      Company as well as estimates and assumptions made by its management. When used
      in the filings the words “may”, “will”, “should”, “estimates”,
 “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to the
      Company or its management, identify forward looking statements. Such statements
      reflect the current view of the Company and with respect to future events and
      are subject to risks, uncertainties, assumptions and other factors relating
      to
      the Company. Such forward-looking statements include statements regarding,
      among
      other things:




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




· our ability to raise an additional $3.1 million approximate amount (based on
      current exchange rates for approximately 23 million Renminbi) in order to make
      the second payment of our purchase price for the business, due in January of
      2008,




· a
      complex and changing regulatory environment in China that currently permits
      only
      partial foreign ownership of Chinese businesses, that does not readily permit
      the payment of dividends or re-patriation of funds to non China based entities
      and persons (such as the Company and its shareholders), and that requires us
      to
      negotiate, acquire and maintain separate government licenses to operate each
      internet business that we would like to acquire (or any other business we would
      like to acquire in China),




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




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




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




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




· our anticipated needs for working capital.





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





**PART
      I - FINANCIAL INFORMATION**


ITEM
      1.
      Financial Statements





**China
      Broadband, Inc. and Subsidiaries**


**CONSOLIDATED
      BALANCE SHEETS**





September 30,
              2007
              (Unaudited)
              (Restated)
            
            December 31,
              2006**Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            1,681,959
            
            $
            103,170Due
                from Jinan Parent
            
            
            181,708
            
            
            -Inventory
            
            
            880,854
            
            
            -Prepaid
                expenses
            
            
            15,455
            
            
            -Other
                current assets
            
            
            67,941
            
            
            -Total
                current assets
            
            
            2,827,917
            
            
            103,170Property
                and equipment, net
            
            
            10,145,158
            
            
            -Goodwill
                and other intangible assets
            
            
            1,543,875
            
            
            103,652Total
                assets
            
            $
            14,516,950
            
            $
            206,822







**Liabilities
                and shareholders’ equity**Current
                liabilities:Accounts
                payable
            
            $
            919,167
            
            $
            -Accrued
                expenses
            
            
            307,131
            
            
            6,762Convertible
                notes payable
            
            
            -
            
            
            325,000Deferred
                revenue
            
            
            1,273,775
            
            
            -Payable
                to Jinan Parent
            
            
            4,288,781
            
            
            -Other
                current liabilities
            
            
            24,383
            
            
            -Total
                liabilities
            
            
            6,813,237
            
            
            331,762Minority
                interest in Jinan Broadband
            
            
            5,046,926
            
            
            -Shareholders’
                equity:Preferred
                        stock, $.001 par value; 5,000,000 shares authorized, no shares
                        issued and
                        outstanding
            
            
            -
            
            
            -Common
                        stock, $.001 par value; 95,000,000 shares authorized, 50,113,813
                        and
                        534,494 issued and outstanding
            
            
            50,114
            
            
            535Additional
                paid-in capital
            
            
            10,643,758
            
            
            6,705,918Accumulated
                deficit
            
            
            (8,222,316
            )
            
            (6,831,393
            )Accumulated
                other comprehensive income
            
            
            185,231
            
            
            -Total
                shareholders’ equity
            
            
            2,656,787
            
            
            (124,940
            )Total
                liabilities and shareholders’ equity
            
            $
            14,516,950
            
            $
            206,822





See
      notes
      to consolidated financial statements.


F-1




**China
      Broadband, Inc. and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


( **Unaudited** )




Three
                months ended
            
            Nine
                months endedSeptember 30,
            
            
            
            September 30,2007
              (Restated)
            
            September 30,
                  2006
            
            2007
              (Restated)
            
            September 30,
                  2006Revenue
            
            $
            1,051,883
            
            $
            -
            
            $
            1,769,938
            
            $
            -Cost
                of revenue
            
            
            606,880
            
            
            -
            
            
            1,007,252
            
            
            -Gross
                profit
            
            
            445,003
            
            
            -
            
            
            762,686
            
            
            -Selling,
                          general and administrative
                          expenses
            
            
            953,573
            
            
            124,390
            
            
            2,273,528
            
            
            124,390Loss
                from operations
            
            
            (508,570
            )
            
            (124,390
            )
            
            (1,510,842
            )
            
            (124,390
            )Interest
                and other income (expense), net
            
            
            (153,454
            )
            
            (623
            )
            
            (152,679
            )
            
            (623
            )Loss
                before minority interest
            
            
            (662,024
            )
            
            (125,013
            )
            
            (1,663,521
            )
            
            (125,013
            )Minority
                interest loss in Jinan Broadband
            
            
            122,766
            
            
            -
            
            
            272,598
            
            
            -Loss
                before income taxes
            
            
            (539,258
            )
            
            (125,013
            )
            
            (1,390,923
            )
            
            (125,013
            )Income
                tax provision
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (539,258
            )
            $
            (125,013
            )
            $
            (1,390,923
            )
            $
            (125,013
            )Net
                loss per shareBasic
            
            $
            (
                0.01
            )
            $
            (
                0.21
            )
            $
            (
                0.03
            )
            $
            (
                0.21
            )Diluted
            
            $
            (
                0.01
            )
            $
            (
                0.21
            )
            $
            (
                0.03
            )
            $
            (
                0.21
            )Weighted
                averageshares
                outstandingBasic
            
            
            50,058,960
            
            
            584,494
            
            
            45,314,464
            
            
            584,494Diluted
            
            
            50,058,960
            
            
            584,494
            
            
            45,314,464
            
            
            584,494




See
      notes
      to consolidated financial statements .


F-2


**China
      Broadband, Inc. and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**




Nine months endedSeptember 30,2007
              (Restated)
            
            September 30,
                  2006Cash
                flows from operating activities:Net
                loss
            
            $
            (1,390,923
            )
            $
            (125,013
            )Adjustments
                to reconcile net loss to net cash
                provided by (used in) operating activities:Stock
                compensation
            
            
            208,699
            
            
            50,000Depreciation
            
            
            1,076,551
            
            
            -Change
                in assets and liabilities, net of affects of Jinan Broadband
                acquisition:Due
                from Jinan Parent
            
            
            397,587
            
            
            -Inventory
            
            
            428,816
            
            
            -Prepaid
                expenses and other assets
            
            
            (83,396
            )
            
            -Accounts
                payable & accrued expenses
            
            
            84,422
            
            
            623Deferred
                revenue
            
            
            252,351
            
            
            -Other
            
            
            (278,038
            )
            
            -Net
                cash provided by (used in) operating activities
            
            
            696,069
            
            
            (74,390
            )Cash
                flows from investing activities:Acquisition
                of property and equipment
            
            
            (1,613,352
            )
            
            -Net
                cash used in investing activities
            
            
            (1,613,352
            )
            
            -Cash
                flows from financing activities:Proceeds
                from convertible notes payable
            
            
            -
            
            
            325,000Proceeds
                from private placement offering
            
            
            4,000,000
            
            
            -Issuance
                    costs associated with private placement and convertible
                    notes
            
            
            (420,500
            )
            
            (48,654
            )Payable
                to Jinan Parent
            
            
            (1,247,865
            )
            
            -Net
                cash provided by financing activities
            
            
            2,331,635
            
            
            276,346Effect
                of exchange rate changes on cash
            
            
            164,437
            
            
            -Net
                increase in cash and cash equivalents
            
            
            1,578,789
            
            
            201,956Cash
                and cash equivalents at beginning of period
            
            
            103,170
            
            
            -Cash
                and cash equivalents at end of period
            
            $
            1,681,959
            
            $
            201,956Supplemental
                Cash Flow Information:Cash
                paid for interest
            
            $
            10,490
            
            $
            -Notes
                payable converted to common stock
            
            $
            325,000
            
            $
            -Ordinary
                      shares issued in exchange for formation costs by founding
                      shareholders
            
            $
            -
            
            $
            50,000Acquisition
                of Jinan Broadband:Fair
                value of assets acquired
            
            $
            11,497,317
            
            $
            -Liabilities
                assumed
            
            $
            2,188,360
            
            $
            -Consideration
                paid:Cash
                paid
            
            $
            2,572,125
            
            $
            -Cash
                amount owed
            
            $
            3,055,000
            
            $
            -Minority
                interest
            
            $
            5,319,524
            
            $
            -





See
      notes
      to consolidated financial statements .


F-3


**China
      Broadband, Inc. and Subsidiaries**


**Notes
      to Unaudited Consolidated Financial Statements**




**1.**  **Organization,
      Description of Business and Basis of Presentation**




**General**





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





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





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





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




On
      January 23, 2007, pursuant to the Share Exchange Agreement, we acquired China
      Broadband Ltd., a Cayman Islands corporation (“ **China
      Broadband Cayman** ”)
      resulting in its four shareholders controlling the Company (the “ **Share
      Exchange** ”).
      At
      the time of the closing of the Share Exchange Agreement, China Broadband Cayman
      was a party to a Cooperation Agreement   (the “ **Cooperation
      Agreement** ”)
      with
      Jian Guangdian Jiahe Digital Television Co., Ltd. (“ **Jinan
      Parent** ”)
      to
      acquire a 51% controlling interest in an operating broadband cable internet
      company based in the City of Jinan in the Shandong Region of China, sometimes
      referred to herein as “ **Jinan
      Broadband** .” The
      Cooperation Agreement provides that the operating business’ operations and
      pre-tax revenues would be assigned to our Jinan Broadband subsidiary for 20
      years, effectively providing for an acquisition of the business. We have paid
      $2,550,000 of our net proceeds from the first closing of our private offering
      in
      January 2007, for payment to Jinan Parent in exchange for ownership by our
      China based Wholly Foreign Owned Entity (“ **WFOE** ”)
      of 51%
      interest in Jinan Broadband and entry into the Exclusive Cooperation Agreement
      and an Exclusive Service Agreement. This acquisition was completed in late
      March
      of 2007 with an effective date of April 1, 2007. In consideration for this
      20
      year business and management rights, we paid approximately $2,572,000, including
      expenses, and are required to pay an additional approximate $3.1 million (based
      on current exchange rates for approximately 23 million RMB) within nine months
      of completion of this acquisition, *i.e.* , in
      January 2008. In addition, we entered into various agreements that relate to
      our
      revenue sharing obligations and management rights of this business. Moreover,
      Jinan Broadband entered into an Exclusive Service Agreement with Jinan Radio
      & Television Network, the only cable TV operator in Jinan, the capital city
      of Shandong, and Jinan Parent. Pursuant to the Exclusive Service Agreement,
      the
      parties will cooperate and provide each other with technical services related
      to
      their respective broadband, cable and Internet content-based businesses with
      the
      payment of service fees to each other. This business is our only operating
      business since April of 2007.





As
      a
      result of our acquisition of China Broadband Cayman, we changed our name from
      Alpha Nutra, Inc. to China Broadband, Inc., effective as of May 4, 2007. In
      addition to China Broadband Cayman, the Company maintains its wholly-owned
      subsidiary AlphaNutra.com, which currently has no business
      operations.


F-4




**Basis
      of Presentation**





China
      Broadband, Inc. and its subsidiaries (“China Broadband, Inc. ”, “we,” “us,” or
“the Company”) operate in a single segment.





The
      accompanying financial information should be read in conjunction with the
      financial statements, including the notes thereto, in our Annual Report on
      Form
      10-KSB for the year ended December 31, 2006 and our Current Reports on Form
      8-K
      for the event dates of January 23, 2007, and April 1, 2007, and our previous
      Quarterly Reports, each as amended. The financial information included herein
      is
      unaudited; however, such information reflects all adjustments (consisting solely
      of normal recurring adjustments) that are, in the opinion of management,
      necessary for a fair statement of results for the interim periods. In the
      opinion of management, the accompanying unaudited consolidated financial
      statements have been prepared in accordance with U.S. generally accepted
      accounting principles (" **GAAP** ") for
      interim financial information and with the instructions to Rule 10-01 of
      Regulation S-X. The results of operations for the nine month period ended
      September 30, 2007 are not necessarily indicative of the results to be expected
      for future interim periods or the entire year.





Management
      of the Company has made a number of estimates and assumptions relating to the
      reporting of assets and liabilities and the disclosure of contingent assets
      and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period to prepare these financial
      statements in conformity with accounting principles generally accepted in the
      United States of America. Actual results could differ from those
      estimates.





**Share
      Exchange, Private Placement Offering and Acquisition of Jinan
      Broadband**





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





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




On
      January 23, 2007 and pursuant to a Share Exchange Agreement, between us, China
      Broadband Cayman and its four shareholders (the “ **Broadband
      Shareholders** ”),
      we
      acquired 100% of the outstanding capital stock of China Broadband Cayman from
      it’s four shareholders in exchange for 37,865,506 shares (the “ **Exchange
      Shares** ”)
      of
      common stock, par value $.001 per share, and assumed obligations of China
      Broadband Cayman under $325,000 principal amount of 7% Convertible Promissory
      Notes, which became convertible into 1,300,000 shares of our common stock and
      assumed other related obligations. All of these 7% Convertible Promissory Notes
      have been converted into our common stock effective as of February 28, 2007
      and
      all interest has been paid through such date in cash. Additional information
      relating to this change of control, the business acquired, and related financial
      statements, can be found in a Current Reports on Form 8-K dated January 23,
      2007
      and April 1, 2007, each as amended.





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




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




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


F-5





·
            We
                have successfully funded the first of two payments of the acquisition
                of
                the 51% interest in Jinan Broadband of approximately $2,572,125 including
                expenses, from the proceeds of our private offering, with the second
                payment due in January 2008,




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




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




·
            We
                have agreed to assume obligations of China Broadband Cayman under
                its
                registration rights agreement, to register all shares issued upon
                conversion of the 7% Convertible Promissory Notes and the 48,000
                shares issued to WestPark Capital, Inc. We have not registered the
                1,300,000 shares that were issued upon conversion of the 7% Convertible
                Promissory Notes and are required to pay a penalty of new share issuances
                to said shareholders at the end of each month that the shares are
                not
                registered beginning August 2007. Through the nine months ended September
                30, 2007 we were required to issue 65,813 shares as a penalty to
                said
                shareholders and recorded an expense of $157,950 related to this
                issuance.
                For each month the shares are not registered, we will incur an additional
                penalty of approximately 34,000
                shares,




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




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




·
            We
                have issued 3,974,800 warrants exercisable at $.60 per share with
                an
                expiration date of March 24, 2009 to Maxim Financial Corporation
                as a
                consulting fee and in exchange for funding operating and other business
                activities of China Broadband Cayman prior to the Share Exchange
                and in
                exchange for entering into a pass through lease with us and waiving
                past
                and future rent through December 2007 under such
                lease,




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





**Simultaneous
      Closing of Equity Financing**





Simultaneously
      with the closing of the Share Exchange, and as a necessary condition thereto
      in
      order to fund our acquisition of the broadband business in China, we conducted
      the first closing of our private offering pursuant to which we entered into
      subscription agreements with investors for the sale of 6,000,000 shares of
      common stock and 3,000,000 Redeemable Common Stock Purchase Warrants,
      exercisable at $2.00 per share (the “ **Warrants** ”).
      This
      offering was also conducted through WestPark Capital, Inc. as placement agent,
      on a “best efforts, $3,000,000 minimum, $4,000,000 maximum” basis. During the
      nine month period ended September 30, 2007 we raised an aggregate of $4,000,000
      in this offering and sold an aggregate of 8,000,000 shares and 4,000,000
      warrants to accredited investors. Placement fees and expenses paid during the
      nine month period ended September 30, 2007 in connection with the offering
      were
      approximately $420,500.


F-6




We
      used
      $2,572,125 of the proceeds of this offering from the first closing to pay the
      first installment plus expenses of our acquisition of a 51% interest in the
      China based broadband cable internet business spun off by Jinan Parent. This
      business acquisition is our only operating business as of April 1, 2007. We
      granted the investors registration rights in connection with this offering
      and
      compensated WestPark Capital, Inc., our placement agent, with a placement agent
      fee consisting of $320,000 plus expenses, and issued to them 640,000 warrants
      to
      purchase common stock at $.60 per share.





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





We
      have
      paid $2,572,125 of our net proceeds from the first closing of our private
      offering in January 2007, for payment to Jinan Parent, including expenses,
      in
      exchange for ownership by our China based WFOE of 51% interest in Jinan
      Broadband and entry into the Exclusive Corporation Agreement and an Exclusive
      Service Agreement. This acquisition was completed in late March of 2007 with
      an
      effective date of April 1, 2007. The general business terms of this acquisition
      are, in relevant part, as follows:




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




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




·
            In
                January of 2008, the remaining approximate $3.1 million (as may be
                adjusted to reflect currency exchange rates for approximately 23,000,000
                RMB at the time of making such payment) of the purchase price (or
                whatever
                portion of the purchase price remains unpaid), must be
                paid,




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




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





Pursuant
      to the acquisition agreement, the fair value of Jinan Broadband was determined
      on the effective date of April 1, 2007 to be approximately 83.9 million RMB
      (approximately $10.9 million based on exchange rates at the time). Jinan Parent
      was to contribute its operating assets to Jinan Broadband and we were to
      contribute our 51% ownership interest of the 83.9 million RMB equity value or
      approximately 42.8 million RMB (approximately $5.5 million based on exchange
      rates at the time). The total value of the net assets contributed by Jinan
      Parent totaled approximately $9.3 million resulting in goodwill of approximately
      $1.5 million based on exchange rates at the time.





As
      of
      September 30, 2007 we contributed approximately 19.8 million RMB (approximately
      $2.6 million based on exchange rates at the time) to Jinan Broadband. We must
      make a second payment of approximately 23 million RMB (approximately $3.1
      million at current exchange rates) by January 2008.





On
      the
      effective date Jinan Parent maintained the 19.8 million RMB (approximately
      $2.6
      million based on exchange rates at the time) contributed by us resulting in
      a
      payable of approximately 42.8 million RMB (approximately $5.5 million based
      on
      exchange rates at the time) due to Jinan Parent. During the three months ended
      September 30, 2007 Jinan Broadband paid approximately 5.0 million RMB
      (approximately $666,000 based on exchange rates at the time) to Jinan Parent.
      During the nine months ended September 30, 2007 Jinan Broadband paid
      approximately 10.6 million RMB (approximately $1.3 million based on exchange
      rates at the times) to Jinan Parent resulting in a net payable due Jinan Parent
      of approximately 32.2 million RMB or approximately $4.3 million as of September
      30, 2007.


F-7


**About
      Jinan Parent and Jinan Broadband**





**Chinese
      Holding Company Structure**





Our
      Company has an offshore holding structure commonly used by non-Chinese investors
      that acquire operations in China and make foreign investments of equity, since
      Chinese regulations do not readily permit foreign ownership of certain mainland
      Chinese businesses such as telecommunications or cable and related value-added
      services. Our wholly owned subsidiary after the Share Exchange, China Broadband
      Cayman, owns 100% of our wholly foreign owned entity ( *i.e* ., the
      WFOE), Beijing China Broadband Network Technology Co., Ltd., a Beijing, China
      corporation. Pursuant to the agreement, our WFOE in turn owns 51% of the
      operating company, Jinan Broadband, whose other 49% owner is Jinan Parent and
      certain of its affiliates. Jinan Parent in turn is owned by Jinan Radio and
      Television Networks Center. Through the Exclusive Cooperation Agreement and
      one
      or more similar operating agreements among WFOE, Jinan Parent and Jinan
      Broadband, we manage and control the operations of Jinan Broadband subject
      to
      certain oversight provisions, and receive the economic benefits derived from
      its
      operations. During 2007 Jinan Parent will continue to provide customer billing
      and other services for Jinan Broadband until the transition is complete. It
      is
      expected that the transition will be completed by December 31,
      2007.





Investments
      in Chinese businesses involve a significant degree of regulatory risk in that
      the ownership of private enterprises in China is heavily regulated and subject
      to changing rules and regulations that could prevent us from recognizing
      revenues in our intended manner or from operating or controlling businesses
      in
      China. China also has the right to de-privatize the business that we are
      acquiring resulting in the loss of our business without recourse. (See “Risk
      Factors” set forth in our Annual Report on Form 10-KSB for the year ended
      December 31, 2006 and our Current Report on Form 8-K date of event April 1,
      2007).





**2.**  **Net
      Loss Per Share**





Basic
      and
      Diluted net loss per share have been computed by dividing the net loss by the
      weighted average number of common shares outstanding. The assumed exercise
      of
      dilutive warrants, less the number of treasury shares assumed to be purchased
      from the proceeds of such exercises using the average market price of the
      Company’s common stock during each respective period, have been excluded from
      the calculation of diluted net loss per share as their effect would be
      antidilutive.




**3.**  **Going
      Concern**





The
      accompanying financial statements are presented on a going concern basis. The
      Company had no operations during the period from January 1, 2005 to March 31,
      2007 and generated a net loss of $1,390,923 during the nine months ended
      September 30, 2007. This condition raises substantial doubt about the Company’s
      ability to continue as a going concern. The Company's continuation as a going
      concern is dependent on its ability to meet its obligations, to obtain
      additional financing as may be required and ultimately to attain profitability.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.





Management
      plans to raise additional funds through debt or equity offerings or to merge
      with or acquire other companies. Management has yet to decide what type of
      offering the Company will use, how much capital the Company will raise and
      which
      company it will merge with or acquire. There is no guarantee that the Company
      will be able to raise any capital through any type of offerings or merge with
      or
      acquire any other companies.


F-8


**4.**  **Due
      From Jinan Parent**





During
      2007 Jinan Parent is continuing to provide us with customer billing and other
      services for our Jinan Broadband subsidiary until the transition is complete.
      It
      is expected that the transition will be completed by December 31, 2007. Due
      from
      Jinan Parent represents the amounts billed to our customers by Jinan Parent
      on
      our behalf due to us.





**5.**  **Intangible
      Asset**





In
      July
      2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142,
“Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires
      that goodwill and intangible assets with indefinite useful lives no longer
      be
      amortized, but instead be tested for impairment at least annually. This
      pronouncement also requires that intangible assets with estimable useful lives
      be amortized over their respective estimated useful lives and reviewed for
      impairment in accordance with SFAS No. 144, “Accounting for the Impairment or
      Disposal of Long-Lived Assets.”





In
      accordance with SFAS No. 142, goodwill is allocated to reporting units, which
      are either the operating segment or one reporting level below the operating
      segment. We have determined that our reporting unit for purposes of applying
      the
      provisions of SFAS No. 142 is our operating subsidiary Jinan Broadband.





On
      an
      annual basis, we test goodwill and other indefinite life intangible assets
      for
      impairment. To determine the fair value of these intangible assets, there are
      many assumptions and estimates used that directly impact the results of the
      testing. In making these assumptions and estimates, we will use set criteria
      that are reviewed and approved by various levels of management, and we will
      estimate the fair value of our reporting units by using discounted cash flow
      analyses.





As
      of
      September 30, 2007 and 2006 we had no goodwill and our only intangible asset
      at
      September 30, 2007 relates to the fair value of the service agreement from
      our Jinan Broadband subsidiary acquisition.


F-9




**Item
      2. Management's Discussion and Analysis and Plan of
      Operation.**




The
      following discussion and analysis should be read in conjunction with our
      unaudited financial statements and related notes included in this report and
      the
“Forward Looking Statements” in the beginning of this report and the “Risk
      Factors” set forth in our Annual Report on Form 10-KSB for the year ended
      December 31, 2006 and our Current Reports on Form 8-K for the event dates of
      January 23, 2007, and April 1, 2007, each as amended). The statements contained
      in this report that are not historic in nature, particularly those that utilize
      terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
      forward-looking statements based on current expectations and assumptions. These
      statements are based on current information available to
      management.




Various
      risks and uncertainties could cause actual results to differ materially from
      those expressed in forward-looking statements. Factors that could cause actual
      results to differ from expectations include, but are not limited to, those
      set
      forth under the sections “Forward Looking Statements” in the forepart of this
      report and “Risk Factors” set forth in our Annual Report on Form 10-KSB for the
      year ended December 31, 2006 and our Current Report on Form 8-K (date of event
      April 1, 2007), all of which should be read together.




**Background**




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





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





On
      January 27, 2005, we changed our name to Alpha Nutra, Inc. Our current business
      is described below.




**Current
      Nature of Operations** Prior to the completion of our acquisition of Jinan Broadband, that became
      effective as of April 1, 2007, and since our sale of the Lets Talk Health,
      Inc.,
      and Avidia Nutrition businesses in July of 2005, we had no material operations.
      We operated during this period as a blank check company in search of a business
      acquisition. For purposes of this Quarterly Report, references to our “current
      business” or to “China Broadband” refer to our business operations relating to
      the China-based cable broadband business.




**Operating
      Companies**




We
      currently operate through China Broadband Cayman, our wholly-owned subsidiary,
      which in turn operates through our WFOE located in China. The WFOE owns a 51%
      interest in Jinan Broadband, an operating broadband cable internet company
      based
      in the City of Jinan in the Shandong Region of China, and has entered into
      an
      Exclusive Service Agreement with Jinan Parent that enables us to share
      revenues.




**Results
      of Operations**




The
      Company was a development stage company with no business operations during
      the
      first nine months of 2006. Operating activity during the first nine months
      of
      2006 relates to the formation of our China Broadband Cayman subsidiary and
      the
      interest expense associated with its $325,000 principal amount of 7% Convertible
      Promissory Notes issued on September 22, 2006.




Effective
      April 1, 2007, the Company began operating its newly acquired Jinan Broadband
      subsidiary. During the three and nine months ended September 30, 2006 Jinan
      Broadband did not operate as its own separate entity and constituted assets
      within a business division that was separated out immediately prior to our
      acquisition. Accordingly, increases in revenues, profits and expenses for the
      three and nine months ended September 30, 2007 were primarily attributable
      to
      the commencement of operations of the newly acquired assets which are operating
      independently for the first time. Accordingly, Jinan Broadband results for
      the
      three and nine months ended September 30, 2006 were not included for comparative
      purposes as management believes that they are not meaningful.


1


Our
      revenues are based on the number of paying cable broadband internet customers
      in
      the Shandong province of China. As of September 30, 2007, Jinan Broadband
      had approximately 48,000 active paying subscribers for its services in this
      region. Management believes that there are a total of 1.3 million homes
      that are estimated to have cable access in the Jinan region of
      Shandong, approximately 80% of which already have cable access and 20%
      have internet access in some form. (See, www.jinan.gov.cn).




Our
      gross
      revenues are dependent on several factors:




·
            the
                amount that we are permitted to charge for cable broadband internet
                services in the regions we operate
                in,




·
            the
                number of subscribers we have in each
                region,




·
            advertising
                revenues, and




·
            other
                revenues from other permitted value added services that we
                perform.





We
      intend
      to develop our business by growing internally to increase the subscribers for
      our services in the regions we operate and by acquiring licenses to operate
      the
      cable broadband business in other regions.





Our
      cost
      of revenue consists primarily of the costs of products or services sold to
      customers and personnel and other direct costs associated with providing
      technical services. In the future, we may expand or increase the discounts
      we
      offer to our customers and may otherwise alter our pricing structures and
      policies. These changes would negatively reduce our gross margins. In addition
      to pricing strategy, our gross margins will fluctuate based on other factors,
      including:





·
            the
                cost of our products, including the extent of purchase volume discounts
                we
                are able to obtain from our
                suppliers;




·
            promotions
                or special offers that we offer to attract new customers;
                and




·
            the
                mix of products within each brand category that our customers
                purchase.




Our
      selling, general and administrative expenses consist of personnel costs
      including taxes and benefits, rent and utilities, contract labor, insurance,
      professional fees, marketing, telecommunication and Internet costs, and other
      administrative expenses. We expect selling, general and administrative expenses
      to increase as we grow our business ***.***




***Three
      Months Ended September 30, 2007***  ****  ***Compared
      to the Three Months Ended September 30, 2006***





*Revenue.* Revenue
      for the three months ended September 30, 2007 was $1,051,883 as compared to
      $0
      for the three months ended September 30, 2006. During the three months ended
      September 30, 2006 we had no operations. Revenue during the three months ended
      September 30, 2007 consisted of sales to Internet consumers, cable modem
      consumers, business customers and other internet and cable services. We expect
      that our revenues will increase as we continue to grow our business and add
      new
      regions.


2


*Gross
      Profit.* Gross
      profit for the three months ended September 30, 2007 was $445,003 as compared
      to
      $0 for the three months ended September 30, 2006. During the three months ended
      September 30, 2006 we had no operations. Gross profit as a percentage of revenue
      was 42.3% for three months ended September 30, 2007.





*Selling,
      General and Administrative Expenses.* Selling,
      general and administrative expenses for the three months ended September 30,
      2007 were $953,573 as compared to $124,390 for the three months ended September
      30, 2006. During the three months ended September 30, 2006 we had no operations
      and all expenses during the period related to formation costs associated with
      China Broadband Cayman. Selling, general and administrative expenses during
      the
      three months ended September 30, 2007 included salaries and personnel costs
      of
      approximately $130,000, legal, accounting and consulting costs of approximately
      $123,000 and depreciation expense of approximately $556,000. We expect that
      our
      selling, general and administrative expenses will increase as we continue to
      grow our business and add new regions.





*Interest
      and Other Income (Expense), net.* We
      incurred an expense of $153,454, in interest and other income (expense), net,
      during the three months ended September 30, 2007. This amount consisted
      primarily of the expense related to our requirement to issue new shares in
      the
      amount of $157,950, as a result of our not registering the 1,300,000 shares
      issued upon the conversion of our 7% Convertible Promissory Notes in the time
      frame required. This amount was partially offset by interest income earned
      on
      our cash balances. During the three months ended September 30, 2006 we had
      no
      operations and incurred $623 in interest expense related to China Broadband
      Cayman’s $325,000 principal amount of 7% Convertible Promissory
      Notes.





*Minority
      Interest.* 49% of
      the operating loss of our Jinan Broadband subsidiary is allocated to Jinan
      Parent. During the three months ended September 30, 2007 $122,766 of our
      operating losses were allocated to Jinan Parent.





*Income
      Tax Provision (Benefit).* Our
      effective tax rate was 0% for the three months ended September 30, 2007. During
      the three months ended September 30, 2006 we had no operations.




***Nine
      Months Ended September 30, 2007***  ****  ***Compared
      to the Nine Months Ended September 30, 2006***





*Revenue.* Revenue
      for the nine months ended September 30, 2007 was $1,769,938 as compared to
      $0
      for the nine months ended September 30, 2006. During the nine months ended
      September 30, 2006 we had no operations. Revenue during the nine months ended
      September 30, 2007 consisted of sales to Internet consumers, cable modem
      consumers, business customers and other internet and cable services. We expect
      that our revenues will increase as we continue to grow our business and add
      new
      regions.





*Gross
      Profit.* Gross
      profit for the nine months ended September 30, 2007 was $762,686 as compared
      to
      $0 for the nine months ended September 30, 2006. During the nine months ended
      September 30, 2006 we had no operations. Gross profit as a percentage of revenue
      was 43.1% for nine months ended September 30, 2007.





*Selling,
      General and Administrative Expenses.* Selling,
      general and administrative expenses for the nine months ended September 30,
      2007
      were $2,273,528 as compared to $124,390 for the nine months ended September
      30,
      2006. During the nine months ended September 30, 2006 we had no operations
      and
      all expenses during the period related to formation costs associated with China
      Broadband Cayman. Selling, general and administrative expenses during the nine
      months ended September 30, 2007 included salaries and personnel costs of
      approximately $268,000, legal, accounting and consulting costs of approximately
      $496,000, travel expenses of approximately $100,000 and depreciation expense
      of
      approximately $1,077,000. We expect that our selling, general and administrative
      expenses will increase as we continue to grow our business and add new
      regions.


3


*Interest
      and Other Income (Expense), net.* We
      incurred an expense of $152,679, in interest and other income (expense), net,
      during the nine months ended September 30, 2007. This amount consisted primarily
      of the expense related to our requirement to issue new shares in the amount
      of
      $157,950, as a result of our not registering the 1,300,000 shares issued upon
      the conversion of our 7% Convertible Promissory Notes in the time frame
      required. This amount was partially offset by interest income earned on our
      cash
      balances. During the nine months ended September 30, 2006 we had no operations
      and incurred $623 in interest expense related to China Broadband Cayman’s
      $325,000 principal amount of 7% Convertible Promissory Notes.





*Minority
      Interest.* 49% of
      the operating loss of our Jinan Broadband subsidiary is allocated to Jinan
      Parent. During the nine months ended September 30, 2007 $272,598 of our
      operating losses were allocated to Jinan Parent





*Income
      Tax Provision (Benefit).* Our
      effective tax rate was 0% for the nine months ended September 30, 2007. During
      the nine months ended September 30, 2006 we had no operations.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007 we had $1,681,959 of cash on hand and a working capital
      deficit of $3,985,320. As of September 30, 2007, we had total liabilities and
      total current liabilities of $6,813,237. Given our current commitments and
      working capital, we cannot support our operations for the next 12 months without
      additional capital.





On
      January 23, 2007 we completed the first closing of our private placement
      offering and completed our Share Exchange with China Broadband
      Cayman.





Through
      September of 2007 we raised an aggregate of $4,000,000 in the private placement
      offering with net proceeds of $3,579,500, including issuance costs, and issued
      an aggregate of 8,000,000 shares and 4,000,000 warrants. Total issuance costs
      approximated $420,500.





We
      used
      approximately $2,572,125 of the proceeds of the offering towards the cost of
      our
      first half installment payment for the 51% interest in Jinan Broadband in 2007.
      We used $10,490 to repay interest accrued through February 28, 2007, on the
      $325,000 principal amount of 7% Convertible Promissory Notes issued in September
      of 2006 by China Broadband Cayman, the obligations of which were assumed by
      us.
      All of these Convertible Notes have been converted into an aggregate of
      1,300,000 shares of common stock as of February 28, 2007, with interest paid
      through such date in cash. We have not registered the 1,300,000 shares that
      were
      issued upon conversion of the 7% Convertible Promissory Notes and are required
      to pay a penalty of new share issuances to said shareholders at the end of
      each
      month that the shares are not registered beginning August 2007. Through the
      nine
      months ended September 30, 2007 we were required to issue 65,813 shares as
      a
      penalty to said shareholders and recorded an expense of $157,950 related to
      this
      issuance.





*Cash
      Flows*





Operating
      activities for the nine months ended September 30, 2007 and 2006, after adding
      back non-cash items, (used) cash of approximately $(105,673) and $(75,013),
      respectively . During such period other changes in working capital provided
      (used) cash of approximately $801,742 and $623, respectively, resulting in
      cash
      being provided by (used in) operating activities of $696,069 and $(74,390),
      respectively. During the nine months ended September 30, 2006 operating
      activities related to the formation of our China Broadband Cayman
      subsidiary.




Investing
      activities for the nine months ended September 30, 2007 and 2006 used cash
      of
      $1,613,352 and $0, respectively. The 2007 amounts consisted solely of additions
      to property and equipment.




Financing
      activities for the nine months ended September 30, 2007 and 2006 provided cash
      of $2,331,635 and $276,346, respectively. For the nine months ended September
      30, 2007, this amount consisted of proceeds from the private placement of
      $4,000,000 partially offset by $420,500 of payments related to issuance costs
      associated with the private placement offering and the increase in the payable
      to Jinan Parent of $1,247,865. For the nine months ended September 30, 2006
      this
      amount consisted of the issuance of China Broadband Cayman’s $325,000 principal
      amount of 7% Convertible Promissory Notes issued on September 22, 2006 partially
      offset by $48,654 of payments related to issuance costs associated with the
      convertible notes .


4


Our
      Jinan
      Broadband subsidiary, which is our only operating subsidiary, is located in
      China. All of its operations are conducted in its local currency the Chinese
      Yuan also known as Renminbi or RMB. The effect of exchange rates on cash between
      the Chinese Yuan and the United States dollar, provided cash of $164,437 during
      the nine months ended September 30, 2007.





*Need
      for Additional Capital*





We
      will
      need to raise approximately $3.1 Million or more (net of cost of capital and
      expenses) in order to fund our second payment for our purchase of Jinan
      Broadband, which payment is due in January of 2008. We do not have any
      commitments for these funds. Management does believe that the Company has
      sufficient capital to sustain its operations until such time. We intend to
      grow
      primarily through marketing to increase our subscriber base and through
      acquisitions of China based internet and cable businesses. The amount and timing
      of our future capital requirements will depend upon many factors, including
      the
      number and size of opportunities available to the Company, the level of funding
      received by us, anticipated private placements of our common stock, the level
      of
      funding obtained through other financing sources, and the timing of such
      funding. In the event we are unable to raise additional capital we will not
      be
      able to sustain any growth or continue to operate.




*Dividends*




We
      intend
      to retain any future earnings to finance the expansion of our business and
      any
      necessary capital expenditures, and for general corporate purposes.





**Critical
      Accounting Policies**




Our
      discussion and analysis of financial condition and results of operations is
      based on our consolidated financial statements, which have been prepared in
      accordance with accounting principles generally accepted in the United States.
      The preparation of these financial statements and related disclosures in
      conformity with accounting principles generally accepted in the United States
      of
      America requires our management to make judgments, assumptions and estimates
      that affect the amounts reported in the consolidated financial statements and
      accompanying notes. Our management evaluates its estimates on an on-going basis
      based on historical experience and on various other assumptions it believes
      are
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying values of assets and liabilities that are
      not readily apparent from other sources. We acquired our Jinan Subsidiary
      effective April 1, 2007 and therefore our historical experience with operations
      in China is limited and may change in the future as we continue to operate
      our
      Jinan subsidiary. Actual results may differ from these estimates under different
      assumptions or conditions.




We
      believe the following critical accounting policies affect our significant
      judgments and estimates used in the preparation of its financial statements.





*Revenue
      Recognition*




Revenue
      is recorded as services are provided to customers. The Company generally
      recognizes all revenues in the period in which the service is rendered, provided
      that persuasive evidence of an arrangement exists, delivery has occurred, the
      sales price is fixed or determinable, and collection is reasonably assured.
      The
      Company records deferred revenue for payments received from customers for the
      performance of future services and recognizes the associated revenue in the
      period that the services are performed. Provision for discounts and rebates
      to
      customers and other adjustments, if any, are provided for in the same period
      the
      related sales are recorded.




*Accounts
      Receivable*




Accounts
      receivable are recorded at the invoiced amount after deduction of trade
      discounts, business tax and allowances. The Company considers accounts
      receivable to be fully collectible; accordingly, no allowance for doubtful
      accounts has been established. If accounts become uncollectible, they will
      be
      charged to statements of operations when that determination is made. Collections
      on accounts previously written off, if any, are included in other income as
      received.





*Inventories*





Inventories,
      consisting of cables, fiber, connecting material, power supplies and spare
      parts
      are stated at the lower of cost or market value. Cost is determined using the
      first-in, first-out (FIFO) method.





*Property
      and Equipment*





Property
      and equipment are stated at cost less accumulated depreciation. Expenditures
      for
      major renewals and betterments, which extend the original estimated economic
      useful lives or applicable assets, are capitalized. Expenditures for normal
      repairs and maintenance are charged to expense as incurred. The costs and
      related accumulated depreciation of assets sold or retired are removed from
      the
      accounts, any gain or loss thereon is reflected in operations.


5


Depreciation
      is provided for on the straight line basis over the estimated useful lives
      of
      the respective assets over a period of five years.





*Intangible
      Assets*





We
      will
      perform indefinite life intangible asset impairment tests on an annual basis
      and
      between annual tests in certain circumstances. To determine the fair value
      of
      these intangible assets, there are many assumptions and estimates used that
      directly impact the results of the testing. In making these assumptions and
      estimates, the Company must make various assumptions regarding estimated future
      cash flows and other factors in determining the fair values of the respective
      assets. We will use set criteria that are reviewed and approved by various
      levels of management, and we will estimate the fair value of our reporting
      units
      by using discounted cash flow analyses. If these estimates or their related
      assumptions change in the future, the Company may be required to record
      impairment charges for these assets in future periods. Any such resulting
      impairment charges could be material to the Company’s results of
      operations.





*Income
      taxes*





Deferred
      taxes are recognized for the future tax consequences attributable to temporary
      differences between the carrying amounts of assets and liabilities for financial
      statement purposes and income tax purposes using enacted rates expected to
      be in
      effect when such amounts are realized or settled. The effect on deferred taxes
      of a change in tax rates is recognized in income in the period that includes
      the
      enactment date.





*Foreign
      Currency Translation*




The
      Company’s Jinan Broadband subsidiary business is currently conducted in and from
      China in Renminbi. In this report, all references to “Renminbi” and “RMB” are to
      the legal currency of China and all references to U.S. dollars, dollars, $
      and
      US$ are to the legal currency of the United States. The Company makes no
      representation that any Renminbi or U.S. dollar amounts could have been, or
      could be, converted into U.S. dollars or Renminbi, as the case may be, at any
      particular rate, the rates stated below, or at all. The Chinese government
      imposes control over its foreign currency reserves in part through direct
      regulation of the conversion of Renminbi into foreign exchange and through
      restrictions on foreign trade. The Company uses the U.S. dollar as its reporting
      and functional currency. Translation adjustments are reported as other
      comprehensive income or expenses and accumulated as other comprehensive income
      in the equity section of the balance sheet. Financial information is translated
      into U.S. dollars at prevailing or current rates respectively, except for
      revenues and expenses which are translated at average current rates during
      the
      reporting period. Exchange gains and losses resulting from retained profits
      are
      reported as a separate component of stockholders’ equity.




**Recent
      Accounting Pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
      No. 157). The purpose of SFAS No. 157 is to define fair value, establish a
      framework for measuring fair value, and enhance disclosures about fair value
      measurements. The measurement and disclosure requirements are effective for
      the
      company beginning in the first quarter of fiscal year 2008.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS
      No. 159 permits companies to choose to measure certain financial
      instruments and certain other items at fair value. The standard requires that
      unrealized gains and losses on items for which the fair value option has been
      elected be reported in earnings. SFAS No. 159 is effective for the company
      beginning in the first quarter of fiscal year 2008, although earlier adoption
      is
      permitted.


6


Management
      does not believe that any recently issued, but not yet effective, accounting
      standards, if currently adopted, would have a material effect on the
      accompanying financial statements.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk**




All
      of
      our foreign operations are conducted in China and the Renminbi is the national
      currency in which its operations are conducted. We have not utilized any
      derivative financial instruments or any other financial instruments, nor do
      we
      utilize any derivative commodity instruments in its operations, nor any similar
      market sensitive instruments.




The
      exchange rate between the Renminbi and the U.S. dollar is subject to the PRC
      foreign currency conversion policies which may change at any time. The exchange
      rate at November 6, 2007, was approximately 7.4 Renminbi to 1 U.S. dollar,
      and
      the exchange rate is currently permitted to float within a very limited
      range.




We
      do not
      believe that we are currently exposed to significant market risk.





The
      Company primarily invests its cash in checking, bank money market and savings
      accounts. As of November 6, 2007, the Company had not entered into any type
      of
      hedging or interest rate swap transaction.




**Item
      4. Controls and Procedures.**





(a) ***Evaluation
      of Disclosure Controls and Procedures.***





As
      of
      September 30, 2007 and the date of filing hereof, we do not have a full time
      internal chief financial officer as our operations prior to April 2007 have
      not
      necessitated such. Based on an evaluation of our disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
      Securities Exchange Act of 1934, as amended) required by paragraph (b) of
      Rule 13a-15 or Rule 15d-15, as of September 30, 2007, our Principal
      Executive Officer and Principal Financial Officer has concluded that our
      internal controls over financial reporting were not sufficient only in that
      our
      reports that we file or submit under the Exchange Act were not recorded,
      processed, summarized and reported within the time periods specified in the
      Commission’s rules and forms. Management does believe however that our internal
      control over financial reporting and disclosure controls and procedures were
      effective in all other respects and in ensuring that information required to
      be
      disclosed by us in the reports that we file or submit under the Exchange Act
      were recorded, processed, summarized and reported accurately. Management
      believes that the foregoing deficiency resulting in late filings relates to
      the
      recent commencement of operations in China and a lack of internal accounting
      staff in China familiar with U.S. GAAP and Exchange Act reporting rules.
      Management has recruited a financial director who is familiar with U.S. GAAP
      compliance and reporting and is fluent in both Mandarin and English, to be
      situated in our offices in the Shandong region of Jinan, China, that will assist
      us with our financial reporting and disclosure requirements.





(b) ***Changes
      in Internal Controls***





During
      the nine months ended September 30, 2007, we completed our acquisition of Jinan
      Broadband and commenced material operations in the Shandong region of Jinan,
      China. This acquisition resulted in changes in our internal control over
      financial reporting identified in connection with the evaluation required by
      paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting. These changes resulted in untimely filings of our reports that we
      are
      required to submit under the Exchange Act. Since September 30, 2007, management
      has appointed a financial director based in our Shandong office that has
      assisted and will continue to assist with financial reporting and disclosure
      requirements of the Company.


7


**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**




None.




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





The
      Company has not made any sales of unregistered Securities during the quarter
      ended September 30, 2007 or thereafter.





**Item
      3. Defaults Upon Senior Securities.**




None.





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





None.





**Item****5.
      Other Information.**





None.




**Item
      6. Exhibits.**





31.1
            
            Certification
                by Principal Executive Officer pursuant to Sarbanes Oxley Section
                302.*31.2
            
            Certification
                by Principal Accounting and Financial Officer pursuant to Sarbanes
                Oxley
                Section 302.*32.1
            
            Certification
                by Principal Executive Officer pursuant to 18 U.S.C. Section
                1350.*32.2
            
            Certification
                by Principal Accounting and Financial Officer pursuant to 18 U.S.C.
                Section 1350.*


*
      Filed
      herewith.


8


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant
      has duly caused this Quarterly Report on Form 10-QSB for the period ended
      September 30, 2007, to be signed on its behalf by the undersigned on August
      19,
      2008, thereunto duly authorized.




**CHINA
                BROADBAND, INC**By:
            /s/
                Marc UrbachName:
                Marc UrbachTitle:
                President (Principal Executive Officer)By:
            /s/
                Yue PuName:
                Yue PuTitle:
                Vice Chairman (Principal Accounting Officer, Principal Financial
                Officer)


9