**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-Q/A**
 (Mark
                  One)x
                **QUARTERLY
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934**For
                    the quarterly period ended:
                **March
                    31, 2008**ORo
                **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)
  Indicate
        by check mark whether the registrant: (1) has filed all reports required to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
        during the preceding 12 months (or for such shorter period that the registrant
        was required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.
 Yes 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
  As
        of May
        15, 2008, the issuer had 50,331,214 shares of Common Stock issued and
        outstanding.
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a small reporting
        company:
 
 Large
                  accelerated filero
              Accelerated
                  fileroNon-accelerated
                  filero
              Smaller
                  reporting companyx
  
 
 **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 May 20, 2008 (the
“Original Filing”). We are filing this Form 10-QSB/A to restate our financial
        statements for the quarter ending March 31, 2008. 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
        March 31, 2008. 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.**
  **March
        31, 2008 FORM 10-Q/A QUARTERLY REPORT**
  **INDEX**
  PagePART
                  I - FINANCIAL INFORMATION
              F-1Item
                  1.**-**Financial Statements.
              F-1Consolidated
                  Balance Sheets as of
                March
                  31, 2008 (unaudited) and December 31, 2007
              F-1Consolidated
                  Statements of Operations for the
                Three
                  Months Ended March 31, 2008 and 2007 (unaudited)
              F-2Consolidated
                  Statements of Cash Flows for the
                Three
                  Months Ended March 31, 2008 and 2007 (unaudited)
              F-3Notes
                  to Unaudited Consolidated Financial Statements
              F-4
                  - F-12Item
                  2 - Management's Discussion and Analysis or Plan of
                  Operation.
              1-14Item
                  3 - Quantitative and Qualitative Disclosures About Market
                  Risk.
              14Item
                  4 - Controls and Procedures.
              14-15**PART
                  II - OTHER INFORMATION**
              16Item
                  1 - Legal Proceedings.
              16Item
                  2 - Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              16Item
                  3 - Defaults Upon Senior Securities.
              16Item
                  4 - Submission of Matters to a Vote of Security Holders.
              16Item
                  5 - Other Information.
              16Item
                  6 - Exhibits.
              16
  
  **Forward
        Looking Statements**
  This
        Quarterly Report on Form 10-Q and other reports filed by China Broadband,
        Inc.
        (the “company” ,“we”, “us” or “our”) contains 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 with respect to future events and are subject to risks,
        uncertainties, assumptions and other factors relating to the company. Such
        forward-looking statements include statements regarding, among other
        things:
  ·
              our
                  ability to satisfy our obligations under our agreements with respect
                  to
                  our acquisition of the cable broadband business of Jian Guangdian
                  Jiahe
                  Digital Television Co., Ltd. located in mainland People’s Republic of
                  China (the “PRC” or “China”),
  ·
              our
                  ability to complete our payments relating to the recent acquisition
                  of
                  Shandong Radio & Broadcasting Newspaper Group in the PRC if its
                  performance goals are met,
  ·
              a
                  complex and changing regulatory environment in the PRC that limits
                  our
                  ability to pay dividends, currently permits only partial foreign ownership
                  of certain PRC based businesses 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 the PRC),
  ·
              our
                  ability to obtain government consent to introduce certain new services
                  to
                  existing or new customers,
  ·
              our
                  ability to implement complex operating and revenue sharing arrangements
                  that will enable us to consolidate our financial statements with
                  our
                  partially owned PRC based business or joint ventures, 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
                  businesses in the PRC in the Shandong region and
                  elsewhere,
  ·
              socio-economic
                  changes in the regions in the PRC that affect consumer internet
                  subscriptions,
  ·
              the
                  ability of the PRC government to terminate or elect to not renew
                  any of
                  our licenses for various reasons or to nationalize our industry,
                  and
  ·
              our
                  anticipated needs for working
                  capital.
  Although
        we believe 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, we do 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**
 **March 31,**
                
                **December 31,****2008**
                
                **2007****(Unaudited)**
                  **(Restated)**
                
                **(Restated)****Assets**Current
                    assets:Cash
                
                $
                4,716,852
                
                $
                472,670Accounts
                    receivable
                
                
                98,620
                
                
                136,655Inventory
                
                
                697,185
                
                
                642,313Prepaid
                    expenses
                
                
                14,531
                
                
                14,781Other
                    current assets
                
                
                32,161
                
                
                73,947Total
                    current assets
                
                
                5,559,349
                
                
                1,340,366Property
                    and equipment, net
                
                
                10,370,754
                
                
                10,333,105Intangible
                    asset
                
                
                1,955,575
                
                
                1,981,307Other
                    assets
                
                
                740,736
                
                
                -Total
                    assets
                
                $
                18,626,414
                
                $
                13,654,778**Liabilities
                    and Shareholders’ Equity**Current
                    liabilities:Accounts
                    payable
                
                $
                691,340
                
                $
                835,257Accrued
                    expenses
                
                
                743,175
                
                
                554,073Deferred
                    revenue
                
                
                1,360,991
                
                
                1,252,313Payable
                    to Jinan Parent
                
                
                3,455,811
                
                
                3,308,443Other
                    current liabilities
                
                
                117,550
                
                
                25,905Total
                    current liabilities
                
                
                6,368,867
                
                
                5,975,991Convertible
                    notes payable
                
                
                4,488,700
                
                
                -Deferred
                    tax liability
                
                
                360,239
                
                
                366,672Total
                    liabilities
                
                
                11,217,806
                
                
                6,342,663Minority
                    interest in Jinan Broadband
                
                
                4,711,741
                
                
                4,879,802Common
                    shares to be issued
                
                
                -
                
                
                410,053Commitments
                    and contingenciesShareholders’
                    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,50,255,599
                    and 50,048,000 issued and outstanding
                
                
                50,256
                
                
                50,048Additional
                    paid-in capital
                
                
                11,661,754
                
                
                10,485,874Accumulated
                    deficit
                
                
                (9,482,145
                )
                
                (8,845,426
                )Accumulated
                    other comprehensive income
                
                
                467,002
                
                
                331,764Total
                    shareholders’ equity
                
                
                2,696,867
                
                
                2,022,260Total
                    liabilities and shareholders’ equity
                
                $
                18,626,414
                
                $
                13,654,778
 
 See
        notes
        to consolidated financial statements.
  F-1
  **China
        Broadband, Inc. and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 ( **Unaudited** )
 **Three Months Ended****March 31,**
                
                **March 31,****2008**
                  **(Restated)**
                
                **2007**Revenue
                
                $
                1,003,266
                
                **$**
                **-**Cost
                    of revenue
                
                
                352,198
                
                
                -Gross
                    profit
                
                
                651,068
                
                
                -Selling,
                    general and administrative expenses
                
                
                520,934
                
                
                164,704Professional
                    Fees
                
                
                137,253
                
                
                140,000Depreciation
                
                
                727,627
                
                
                -Loss
                    from operations
                
                
                (734,746
                )
                
                (304,704
                )Interest
                    and other expense, net
                
                
                (76,468
                )
                
                (4,227
                )Loss
                    before minority interest
                
                
                (811,214
                )
                
                (308,931
                )Minority
                    interest loss in Jinan Broadband
                
                
                168,062
                
                
                -Loss
                    before income taxes
                
                
                (643,152
                )
                
                (308,931
                )Income
                    tax benefit
                
                
                (6,433
                )
                
                -Net
                    loss
                
                $
                (636,719
                )
                $
                (308,931
                )**Net
                    loss per share:**Basic
                
                $
                (0.01
                )
                $
                (0.01
                )Diluted
                
                $
                (0.01
                )
                $
                (0.01
                )**Weighted
                    average shares outstanding:**Basic
                
                
                50,073,094
                
                
                36,036,293Diluted
                
                
                50,073,094
                
                
                36,036,293
  See
        notes
        to consolidated financial statements .
  F-2
  **China
        Broadband, Inc. and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 **Three Months Ended****March 31,**
                
                **March 31,****2008**
                  **(Restated)**
                
                **2007**Cash flows
                    from operating activities:Net
                    loss
                
                $
                (636,719
                )
                $
                (308,931
                )Adjustments
                    to reconcile net loss to netcash
                    provided by (used in) operating activities:Stock
                    compensation expense
                
                
                34,539
                
                
                50,748Depreciation
                    and amortization
                
                
                727,627
                
                
                -Deferred
                    income tax
                
                
                (6,433
                )
                
                -Change
                    in assets and liabilitiesAccounts
                    receivable
                
                
                38,035
                
                
                -Inventory
                
                
                (54,872
                )
                
                -Prepaid
                    expenses and other assets
                
                
                42,036
                
                
                (27,570
                )Accounts
                    payable and accrued expenses
                
                
                45,185
                
                
                45,012Deferred
                    revenue
                
                
                108,678
                
                
                -Other
                
                
                (42,456
                )
                
                -Net
                    cash provided by (used in) operating activities
                
                
                255,620
                
                
                (240,741
                )Cash
                    flows from investing activities:Investment
                    in Jinan Broadband
                
                
                -
                
                
                (2,550,000
                )Investment
                    in Shandong Newspaper Joint Venture
                
                
                (300,000
                )
                
                -Acquisition
                    of property and equipment
                
                
                (739,544
                )
                
                (125
                )Net
                    cash used in investing activities
                
                
                (1,039,544
                )
                
                (2,550,125
                )Cash
                    flows from financing activities:Proceeds
                    from issuance of convertible notes payable
                
                
                4,850,000
                
                
                -Proceeds
                    from private placement offering
                
                
                -
                
                
                3,555,000Issuance
                    costs associated with privateplacement
                    and convertible notes
                
                
                (104,500
                )
                
                (345,414
                )Payable
                    to Jinan Parent
                
                
                147,368
                
                
                -Net
                    cash provided by financing activities
                
                
                4,892,868
                
                
                3,209,586Effect
                    of exchange rates changes on cash
                
                
                135,238
                
                
                5,341Net
                    increase in cash
                
                
                4,244,182
                
                
                424,061Cash
                    at beginning of period
                
                
                472,670
                
                
                103,170Cash
                    at end of period
                
                $
                4,716,852
                
                $
                527,231Supplemental
                    Cash Flow Information:Cash
                    paid for interest
                
                $
                -
                
                $
                10,490Notes
                    payable converted to common stock
                
                $
                -
                
                $
                325,000Value
                    assigned to shares issued as penalty for non-registration of
                    7%
                    convertible notes
                
                $
                422,178
                
                
                -Debt
                    issuance costs converted into convertible notes
                
                $
                121,250
                
                
                -Value
                    assigned to warrants issued to broker in lieu of cash for debt
                    issuance
                    costs
                
                $
                226,835
                
                
                -
  See
        notes
        to consolidated financial statements .
  F-3
 
 **China
        Broadband, Inc. and Subsidiaries**
 **Notes
        to Unaudited Consolidated Financial Statements**
 
 **1.** **Basis
        of Presentation**
  China
        Broadband, Inc., a Nevada corporation and its subsidiaries (“China Broadband ”,
“we,” “us,” or “the Company”) owns and operates, through its indirect subsidiary
        in the People’s Republic of China (“PRC” or “China”), a cable broadband business
        based in the Jinan region of China and, effective as of May 1, 2008 (after
        the
        end of the quarter covered by this report), a television programming guide
        publication business joint venture in the Shandong Province of China (see
        Note 3
        below). Through March 31, 2008, t he principal activities of the Company
        are to
        provide cable and wireless broadband services, principally internet services,
        Internet Protocol Point wholesale services, related network equipment rental
        and
        sales, and fiber network construction and maintenance.
 
 The
        unaudited consolidated financial statements included herein have been prepared
        by the Company, without audit, pursuant to the rules and regulations of the
        Securities and Exchange Commission. These unaudited consolidated financial
        statements should be read in conjunction with the financial statements and
        the
        notes thereto included in the Company's latest Annual Report on Form 10-KSB/A.
        The accompanying consolidated balance sheet as of December 31, 2007 has been
        derived from the audited balance as of that date included in the Form 10-KSB/A.
        In the opinion of management, this financial information reflects all
        adjustments necessary to present fairly the results for the interim periods.
        The
        results of operations for the three months ended March 31, 2008 are not
        necessarily indicative of the results to be expected for the year ending
        December 31, 2008 or any other subsequent period.
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect certain reported amounts and disclosures.
        Accordingly, actual results could differ from those estimates.
 
 **2.** **Settlement
        Agreement and Convertible Note and Warrant Financing**
 
 On
        January 11, 2008, the Company entered into a Settlement Agreement (the
“Settlement Agreement”) by and among the Company and its subsidiaries, Stephen
        P. Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I.
        Lev,
        Wellfleet Partners, Inc., Yue Pu, Clive Ng, Chardan Capital Markets, LLC
        (“Chardan Capital”), Jaguar Acquisition Corporation (“Jaguar”), and China
        Cablecom Holdings, Ltd (“Cablecom Holdings”), pursuant to which the parties
        released certain potential claims against one another, as more fully set
        forth
        in this Note 2 below. As of March 31, 2008, certain events contemplated under
        the Settlement Agreement had not yet occurred and therefore the Company did
        not
        recognize any gain or loss during the three months ended March 31, 2008 related
        to this contingency. All events and conditions subsequent contemplated under
        the
        Settlement Agreement were thereafter satisfied in May 2008 and the Company
        expects to recognize a gain during the second quarter of 2008 from the
        Settlement Agreement and related transactions.
 
 Simultaneously,
        the Company consummated a private convertible note and warrant financing
        with
        gross proceeds of $4,850,000 (the “January 2008 Financing”), through Chardan
        Capital acting as Placement Agent and appointed three additional directors
        to
        the Company. The following is a summary only of the material terms of the
        Settlement Agreement, Employment Agreement Amendments and the January 2008
        Financing related agreements (including the note purchase agreement, the
        form of
        notes and form of warrants) which were filed as exhibits to our Current Report
        on Form 8-K dated January 11, 2008.
  F-4
  **Settlement
        Agreement**
  The
        Settlement Agreement was negotiated by the Company, its advisors and management
        and certain shareholders, for purposes of facilitating the Company’s business
        plan and expediting and facilitating the Company’s financing activities and
        avoiding disputes between management and certain investors and consultants
        concerning possible claims that such investors suggested might be brought
        against these principals for their activities in forming and operating China
        Cablecom and its entry into a merger with a subsidiary of Jaguar as being
        violative of their employment agreements with the Company. The Settlement
        Agreement provides, subject to the terms thereof, for general mutual releases
        of
        all executives and management and their affiliated entities and also provides
        for the modification of employment agreements of both Mr. Clive Ng, our Chairman
        and Mr. Yue Pu our Vice Chairman. The Settlement Agreement also calls for
        the
        transfer of certain securities by Mr. Ng to the Company and to certain of
        the
        Company’s shareholders and consultants, as elaborated further herein in exchange
        for releases in favor of the Company and management and their
        affiliates.
 
 Among
        other provisions, pursuant to the Settlement Agreement:
  ·
              Clive
                  Ng agreed to transfer (and has since transferred), 390,000 shares
                  of
                  common stock of Cablecom Holdings (the “Cablecom Holdings Shares”) upon
                  completion of the redomestication merger of Jaguar with Cablecom
                  Holdings,
                  the resulting surviving parent entity after the merger. The issuance
                  of
                  the 390,000 Cablecom Holdings Shares were conditioned upon, among
                  other
                  things, the consummation of the foregoing described merger and
                  were to be
                  transferred by Mr. Ng on an “as is basis”, except that such shares would
                  have the same lock-up restrictions, registration or other rights,
                  privileges or benefits as Mr. Ng has for all other shares to be
                  issued to
                  him by Cablecom Holdings. The 390,000 Cablecom Holdings Shares
                  were transferred by Mr. Ng to the Company in April 2008 upon
                  satisfaction of certain conditions in the Settlement Agreement,
                  including,
                  receipt of releases from certain parties listed therein and the
                  shares
                  have been registered for re-sale by Cablecom Holdings, subject
                  to a lock
                  up agreement.
  ·
              The
                  Company and each of Messrs. Ng and Pu, have agreed to modifications
                  to the
                  employment agreements of such persons (the “Employment Agreement
                  Amendments”), reducing their time commitments to the Company and its
                  subsidiary and providing that once replacement executive officers
                  have
                  been hired (and in the case of Mr. Ng, assuming Mr. Pu continues
                  in his
                  role as chief financial officer, eliminating his executive duties
                  and he
                  will only continue as the Chairman and a director of China Broadband
                  and
                  the Company), requiring in the case of Mr. Ng that he be subject
                  to an
                  ongoing obligation to offer acquisition candidates in the stand-alone,
                  independent broadband business to China Broadband in the future
                  (and
                  recognizing that acquisition candidates involving acting as a joint
                  venture provider of integrated cable television services in the
                  People’s
                  Republic of China and related activities, but which does not include
                  the
                  provision of Stand-Alone Broadband Services are the business of
                  China
                  Cablecom) and allowing them to continue to be involved with certain
                  other
                  activities and to continue in their executive capacities with Cablecom
                  Holdings or its successor. In addition, Mr. Ng has waived his right
                  to
                  receive all accrued salary previously owed to him through January
                  11,
                  2008.
  ·
              Mr.
                  Ng assigned 7,017,814 shares of Common Stock owned beneficially
                  by him to
                  the investors (other than Chardan Capital which did not receive
                  shares
                  from Mr. Ng) in the private January 2008 Financing as described
                  below,
                  thereby facilitating the January 2008 Financing while avoiding
                  additional
                  dilution to the Company’s current stock and warrant
                  holders.
  ·
              Mr.
                  Ng has transferred to certain private investors who acquired shares
                  directly from him in July of 2007, an aggregate of 566,790 shares
                  of
                  Common Stock owned beneficially by him, in exchange for releases
                  from such
                  persons.
  ·
              Chardan
                  Capital, our placement agent for the January 2008 Financing and
                  a party to
                  the Settlement Agreement, completed the January 2008 Financing
                  concurrently upon execution by all related parties of the Settlement
                  Agreement .
  ·
              Mr.
                  David Zale, Mr. Jonas Grossman and Mr. James Cassano were appointed
                  as
                  directors joining Messrs. Yue Pu and Clive Ng on the
                  board.
  ·
              The
                  Company agreed to extend the expiration dates of 4,000,000 warrants
                  to
                  purchase Common Stock at an exercise price of $2.00 per share,
                  issued to
                  certain private placement investors (“Investor Warrants”) in the Company’s
                  private placement of common stock and warrants in 2007, from March
                  of
                  2009, through January 11, 2013, upon receipt of releases from holders
                  of
                  the Investor Warrants. All releases were obtained as of May 2,
                  2008,
                  resulting in the modification of all of the Investor
                  Warrants.
  F-5
  ·
              The
                  Company has offered to BCGU, LLC, WestPark Capital, Inc., Maxim
                  Financial
                  Corporation, who were issued 500,000, 640,000 and 3,974,800 warrants
                  exercisable at $.60 per share in January of 2007, respectively,
                  the right,
                  at their discretion, to extend the exercisability period of their
                  respective warrants through January 11, 2013 or, in the alternative,
                  the
                  right to receive a scrip right to execute the unexercised portion
                  of their
                  warrants, at any time between the time of expiration date of their
                  unexercised warrants and continuing through January 11,
                  2013.
 
 **Simultaneous
        Closing of $4,971,250 Convertible Note and Warrant Financing, issuance of
        Shares
        and Warrants; January 2008 Financing**
 
 On
        January 11, 2008, simultaneously with the entry into the Settlement Agreement,
        we entered into and consummated a subscription agreement (the “Subscription
        Agreement”) with ten accredited investors (inclusive of Chardan Capital) in the
        January 2008 Financing with respect to the issuance of an aggregate of
        $4,971,250 principal amount of Notes due January 11, 2013, and Class A Warrants
        to purchase an aggregate of 6,628,333 shares of common stock of the Company
        at
        $.60 per share expiring on June 11, 2013.
 
 The
        gross
        proceeds of the January 2008 Financing were $4,850,000. Chardan Capital applied
        its 2.5% cash commission ($121,250) towards a subscription for Notes and
        Class A
        Warrants resulting in the issuance of an aggregate of $4,971,250 principal
        amount of Notes to ten investors including Chardan Capital. Interest on the
        Notes compound monthly at the annual rate of five percent (5%) with the maturity
        date on January 11, 2013, if not paid earlier. Each holder of a Note can
        convert
        all or any portion of the then aggregate outstanding principal amount of
        the
        Note, together with interest, into shares of Common Stock at a conversion
        price
        of $0.75 per share, for a total of 6,628,333 shares as of the date of issuance.
        The Notes have “full ratchet” anti dilution protection for the first three
        years, pursuant to which the conversion price of the Notes will be adjusted
        downward in the event of the issuance by the Company of Common Stock or rights
        to acquire Common Stock at prices below $.75 per share (or below such other
        conversion price of the Notes as is then in effect) to such lower price.
        Thereafter and until repaid, the Notes provide only for weighted average
        anti-dilution price protection adjustment. In addition, the Notes are subject
        to
        certain customary anti-dilution protections for stock splits, combinations
        or
        similar transactions of the Company.
 
 During
        the three months ended March 31, 2008 the Company incurred $56,000 in interest
        expense related to these Notes which is included in accrued expenses in the
        consolidated balance sheet. With the consent of the Note holders, in May
        2008
        the Company issued an aggregate of 75,614 shares to the Note holders, at
        a
        presumed value of $.75 per share as set forth in the Subscription
        Agreement.
 
 ***Placement
        Agent Fee to Chardan Capital Markets, LLC***
 
 In
        connection with their engagement as a placement agent, Chardan Capital has
        been
        compensated a $10,000 due diligence fee and reimbursement of legal and other
        expenses, and a cash placement agent fee of 2.5% based on the total amount
        sold
        to investors, or $121,250 based on $4,850,000 of principal amount of Notes
        issued to other investors, which fee has, pursuant to the terms of their
        engagement agreement, been applied their investment in a $121,250 Note and
        161,667 Class A Warrants at the same terms as all other investors in the
        offering and whose value is included and discount applied in the same manner
        as
        the Class A Warrants. In addition, Chardan Capital was compensated warrants
        to
        acquire 1,131,667 shares of the Company’s Common Stock at an exercise price of
        $.50 per share exercisable commencing January 11, 2008 and expiring on June
        11,
        2013 (the “Broker Warrants”). The Broker Warrants are identical to the Class A
        Warrants in all other material respects. The Company is recognizing the presumed
        value of the Broker Warrants of $226,835 as debt issuance costs and is expensing
        the value over the five year life of the Convertible Notes.
  F-6
  ***Assignment
        By Clive Ng of Shares to Investors***
 
 To
        incentivize the investors in January 2008 Financing and facilitate such
        financing, and as contemplated under the terms of the Settlement Agreement,
        Mr.
        Clive Ng, our Chairman and Majority Shareholder, assigned an aggregate of
        7,017,814 shares of Common Stock beneficially owned by him to the January
        2008
        Financing investors (other than Chardan Capital), at a nominal purchase price
        of
        $.01 per share.
 
 ***Release
        of Lock - Up Agreements***
 
 Prior
        to
        the assignment of the above shares to the January 2008 Financing investors,
        the
        Company, 88 Holdings, Inc., China Broadband Partners, Ltd., BCGU, LLC, MVR
        Investments, LLC, Stephen P. Cherner and WestPark Capital, Inc. were each
        shareholder parties to a Lock-Up Agreement dated as of January 23, 2007 (the
        “Lock-Up Agreement”). The Lock-Up Agreement provided, that each such shareholder
        shall only be permitted to sell 5% of the shares originally issued to them
        as
        scheduled in the Lock-Up Agreement, during any 30 day period and, that the
        Company’s management may review the lock up provisions and increase the number
        of shares that may be sold provided that, among other conditions, such
        modification is made *pari
        pasu* among
        all shareholders to this Lock-Up Agreement based on their share ownership.
        As a
        condition subsequent to the January 2008 Financing requested by Chardan Capital,
        and to remove any contractual restrictions relating to the 7,017,084 shares
        of
        Common Stock assigned by Mr. Ng to the Note investors to facilitate the
        financing, the Company and each of the shareholder parties to the Lock-Up
        Agreement agreed to the termination of this Lock-Up Agreement for all parties
        effective as of January 13, 2008.
 
 **Appointment
        of Additional Members to Board of Directors**
 
 Simultaneously
        with the closing of the January 2008 Financing, and entry into the Settlement
        Agreement, Messrs. David Zale, James Cassano and Jonas Grossman were appointed
        as directors of the Company, joining Messrs. Clive Ng and Yue Pu. Prior to
        the
        appointment of Messrs. Zale, Cassano and Grossman, such persons had no
        affiliations or business relationship with the Company, except that Mr. Grossman
        was and continues to be, a partner and officer of Chardan Capital.
 
 **3.** **Shandong
        Newspaper Cooperation Agreement**
  On
        March
        7, 2008, through our indirect WFOE subsidiary in the PRC, we entered into
        a
        Cooperation Agreement (the "Shandong Newspaper Cooperation Agreement") by
        and
        among, Shandong Broadcast & TV Weekly Press and Modern Movie & TV
        Biweekly Press, each PRC companies (collectively "Shandong Newspaper"). The
        Shandong Newspaper Cooperation Agreement provided for, among other terms,
        the
        creation of a joint venture entity in the PRC, Shandong Lushi Media Co.,
        Ltd.
        ("Shandong Media") that would acquire and operate Shandong Newspaper's
        television program guide, newspaper and magazine publishing business in the
        Shandong region of the PRC (the "Shandong Newspaper Business") which businesses
        were previously owned and operated by the Shandong Newspaper entities pursuant
        to exclusive licenses.
  Under
        the
        terms of the Shandong Newspaper Cooperation Agreement and related transaction
        documents, the Shandong Newspaper entities mentioned above will contribute
        their
        entire Shandong Newspaper Business and transfer certain employees, to Shandong
        Media in exchange for a 50% stake in Shandong Media, with the other 50% of
        Shandong Media to be owned by our PRC based operating subsidiary. In exchange
        therefore, the Cooperation Agreement provided for total initial consideration
        from of approximately $1.4 million (based on prevailing exchange rates at
        the
        time for 10 million RMB) which would be contributed to Shandong Media as
        working
        and acquisition capital, of which the Company paid approximately $300,000
        (approximately 2 million RMB) in early March 2008 as a down payment which
        is
        included in “Other Assets” in the consolidated balance sheet, as well as
        $1,100,000 paid in April 2008.
  In
        addition to the initial purchase price of $1.4 million, the Shandong Newspaper
        Cooperation Agreement provides for additional consideration of between 5
        million
        RMB and 20 million RMB (approximately $757,757 and $3,000,000 based on current
        exchange rates), to be paid as a capital contribution to Shandong Media in
        the
        event that certain performance thresholds are met during the first 12 months
        of
        operations after closing the transaction for a purchase price of between
        $2.2
        Million and $4.5 based on current exchange rates.
  F-7
  Specifically,
        in the event that audited annual net profits during the first year after
        closing
        of the transaction relating to the Shandong Newspaper Cooperation
        Agreement:
  ·
              equals
                  or exceeds 16 million RMB, then we will be required to contribute
                  an
                  additional 20 million RMB (or, approximately $3,000,000 presuming
                  current
                  exchange rates are in effect at such time) to the Shandong Media
                  joint
                  venture;
  ·
              equals
                  or exceeds 4 million RMB but less than 16 million RMB, then we
                  will be
                  required to contribute 125% of such net profits to the Shandong
                  Media
                  joint venture, and
  ·
              is
                  less then 4 million RMB, then we will be required to contribute
                  only an
                  additional 5 million RMB (approximately US $757,575 presuming current
                  exchange rates are in effect at such
                  time).
  ***Additional
        Terms of Shandong Newspaper Cooperation Agreement***
  The
        Shandong Newspaper Cooperation Agreement also provides that these businesses
        will be operated primarily by employees contracted to Shandong Media through
        secondment by the respective Shandong Newspaper entities.
  In
        addition, the Shandong Newspaper entities entered into an Exclusive Advertising
        Agency Agreement and an Exclusive Consulting Services Agreement with Shandong
        Media which require that the Shandong Newspaper entities shall appoint Shandong
        Media as its exclusive advertising agent and provider of technical and
        management support for a fee.
 
 The
        Company closed this transaction during the second quarter of 2008 and the
        results of the Shandong Newspaper Business will be consolidated with the
        Company’s consolidated financial statements as of May 1, 2008.
 
 **4.** **Convertible
        Notes**
 
 On
        January 11, 2008, as described in Note 2 above, the Company entered into
        and
        consummated the Subscription Agreement with ten accredited investors with
        respect to the issuance of an aggregate of $4,971,250 principal amount of
        Notes
        due January 11, 2013, and Class A Warrants to purchase an aggregate of 6,628,333
        shares of common stock of the Company at $.60 per share expiring on June
        11,
        2013. During the quarter ended March 31, 2008 the Company incurred $56,000
        in
        interest expense related to these Notes which is included in accrued expenses
        in
        the consolidated balance sheet. In May 2008 the Company issued, with the
        consent
        of the Note holders, 75,614 shares to the Note holders in lieu of the foregoing
        interest payment for the period ended March 31, 2008, based on a predetermined
        presumed value of $.75 per share as set forth in the Subscription Agreement
        and
        related documents. No assurance can be made that these holders will be willing
        to accept stock in lieu of cash for future payments.
 
 **5.**  **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.
 
 **6.** **Accumulated
        Other Comprehensive Income**
 
 Comprehensive
        income (loss) for the three months ended March 31, 2008 and 2007 is as
        follows:
  F-8
 **Three Months Ended March 31,****2008**
                
                **2007****(Unaudited)**
                
                **(Unaudited)**Net
                    loss
                
                $
                (636,719
                )
                $
                (308,931
                )Other
                    comprehensive income:Currency
                    translation adjustment
                
                
                135,238
                
                
                5,342Comprehensive
                    loss
                
                $
                (501,481
                )
                $
                (303,589
                )
 
 Changes
        in the components of Accumulated Other Comprehensive Income (Loss) are solely
        attributable to the currency translation adjustment from the Renminbi to
        the US
        dollar. For the three months ended March 31, 2008 and the year ended December
        31, 2007, the changes in Accumulated Other Comprehensive Income (Loss) are
        as
        follows:
  **Accumulated Other****Comprehensive****Income (Loss)**BALANCE, December
                  31, 2007
              
              $
              331,764Change
                  for the three months ended March 31, 2008, net of taxes
              
              
              135,238BALANCE,
                  March 31, 2008
              
              $
              467,002
 
 **7.** **Accounting
        for Stock Based Compensation**
 
 The
        Company accounts for its stock option awards pursuant to the provisions of
        SFAS
        123(R) and recorded a charge of $18,698 during the three month period ended
        March 31, 2008 in connection with the issuance of stock options to
        employees.
 
 The
        fair
        value of each option award is estimated on the date of grant using the
        Black-Scholes option valuation model. The Company recognizes the fair value
        of
        each option as compensation expense ratably using the straight-line attribution
        method over the service period, which is generally the vesting period. The
        Black-Scholes model incorporates the following assumptions:
  ·
              Expected
                  volatility - the Company estimates the volatility of common stock
                  at the
                  date of grant using historical
                  volatility.
  ·
              Expected
                  term - the Company estimates the expected term of options granted
                  based on
                  a combination of vesting schedules, term of the option and historical
                  experience.
  ·
              Risk-free
                  interest rate - the Company estimates the risk-free interest rate
                  using
                  the U.S. Treasury yield curve for periods equal to the expected
                  term of
                  the options in effect at the time of
                  grant.
  ·
              Dividends
                  - the Company uses an expected dividend yield of zero. The Company
                  intends
                  to retain any earnings to fund future operations and, therefore,
                  does not
                  anticipate paying any cash dividends in the foreseeable
                  future.
 
 The
        following table outlines the variables used in the Black-Scholes option-pricing
        model.
 
 **2008**Risk
                  free interest rate
              
              
              3.53
              %Volatility
              
              
              188.76
              %Dividend
                  yield
              
              
              -
              %Expected
                  option life
              
              
              4
                  years
  F-9
  As
        of
        March 31, 2008, the Company had total unrecognized compensation expense related
        to options granted to employees of $24,648, which will be recognized over
        a
        remaining average period of 3.92 years.
  **8.** **Stock
        Option Plan**
 
 Effective
        as of the March 13, 2008, the board of directors of the company approved
        the
        China Broadband, Inc. 2008 Stock Incentive Plan (the “Plan”), pursuant to which
        options or other similar securities may be granted. Qualified or Non-qualified
        Options to purchase up to 2,500,000 shares of the Company’s common stock may be
        issued under the Plan. The Plan may also be administered by an independent
        committee of the board of directors. 100,000 options have been issued under
        the
        plan.
 
 A
        summary
        of option activity under the Plan as of March 31, 2008, and changes during
        the
        period then ended, is presented below:
 **Shares**
                
                **Weighted**
                  **Average**
                  **Exercise Price**
                
                **Weighted Average**
                  **Remaining**
                  **Contractual Term**Options
                    outstanding at January 1, 2008
                
                
                -
                
                $
                -
                
                
                -Options
                    granted
                
                
                100,000
                
                
                1.00
                
                
                4Options
                    exercised
                
                
                -
                
                
                -
                
                
                -Options
                    terminated and expired
                
                
                -
                
                
                -
                
                
                -Options
                    outstanding at March 31, 2008
                
                
                100,000
                
                $
                1.00
                
                
                4Options
                    exercisable at March 31, 2008
                
                
                25,000
                
                $
                1.00
                
                
                4
 
 **9.** **Warrants**
 
 In
        connection with the Company’s Share Exchange and capital raising efforts in 2007
        and the Company’s January 2008 Financing of Convertible Notes and Class A
        Warrants described in Note 1 above, the Company has issued warrants to investors
        and service providers to purchase shares of the Company at a fixed exercise
        price and for a specified period of time. The following table outlines the
        warrants outstanding as of March 31, 2008:
  F-10


**Number
                of****Warrants**
            
            **Exercise**
            
            **Expiration****Name**
            
            
            **Issued**
            
            
            **Price**
            
            
            **Date**Maxim
                Financial Corporation
            
            
            3,974,800
            
            $
            0.60
            
            
            1/11/2013WestPark
                Capital, Inc.
            
            
            640,000
            
            $
            0.60
            
            
            1/11/2013BCGU
                LLC
            
            
            500,000
            
            $
            0.60
            
            
            1/11/20132007
                Private Placement Investor Warrants
            
            
            4,000,000
            
            $
            2.00
            
            
            1/11/2013January
                2008 Financing Class A Warrants
            
            
            6,628,333
            
            $
            0.60
            
            
            6/11/2013Chardan
                Capital Broker Warrants
            
            
            1,131,667
            
            $
            0.50
            
            
            6/11/2013Other
                Warrants
            
            
            67,500
            
            $
            0.60
            
            
            3/13/2013**16,942,300**





On
      January 11, 2008, as part of the Settlement Agreement described above, the
      Company agreed to extend the expiration date of the Maxim Financial Corporation,
      WestPark Capital, BCGU and the 2007 Private Placement Investor warrants issued
      in 2007 until January 11, 2013. As of March 31, 2008, all obligations under
      the
      Settlement Agreement were not completed and therefore the Company did not
      recognize any gain or loss during the three months ended March 31, 2008 related
      to the warrant extensions granted as part of the Settlement
      Agreement.





On
      January 11, 2008 the Company issued warrants in connection with the January
      2008
      Financing of Notes and Class A Warrants to ten accredited investors and Chardan
      Capital as broker. The Company recorded the value of the Class A Warrants of
      $504,661 as a discount to the Notes issued therewith and is amortizing this
      discount over the five year life of the Notes.





On
      January 11, 2008 the Company issued Broker Warrants expiring June 11, 2013
      (see
      Note 1 above) in connection with the January 2008 Financing of Notes and Class
      A
      Warrants to Chardan Capital as broker. The Company is recognizing the value
      of
      the Broker Warrants of $226,835 as debt issuance costs and in expensing the
      value over the five year life of the Convertible Notes.





Pursuant
      to an agreement entered into in April 2007, the Company also issued warrants
      to
      a consultant for services provided on March 13, 2008, exercisable at $.60 per
      share. The Company incurred an expense of $14,198 during the three months ended
      March 31, 2008 related to the issuance of these warrants and had total
      unrecognized compensation expense related to these warrants of $7,099, which
      will be recognized in April 2009.





**10.**  **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.




F-11




As
      of
      March 31, 2008 we had no goodwill and our only intangible asset relates to
      the
      excess purchase price associated with the service agreement resulting from
      our
      Jinan Broadband subsidiary acquisition. In accordance with SFAS No. 142, the
      Company is amortizing this service agreement over the 20 year term of this
      agreement, resulting in a recorded amortization expense of $25,732 during the
      three months ended March 31, 2008.





**11.**  **Income
      Taxes**





In
      June
      2006, the FASB issued Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
      109* (FIN
      48). FIN 48 is intended to clarify the accounting for uncertainty in income
      taxes recognized in a company’s financial statements and prescribes the
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. FIN 48 also provides guidance on de-recognition, classification,
      interest and penalties, accounting in interim periods, disclosure and
      transition.





Under
      FIN
      48, evaluation of a tax position is a two-step process. The first step is to
      determine whether it is more-likely-than-not that a tax position will be
      sustained upon examination, including the resolution of any related appeals
      or
      litigation based on the technical merits of that position. The second step
      is to
      measure a tax position that meets the more-likely-than-not threshold to
      determine the amount of benefit to be recognized in the financial statements.
      A
      tax position is measured at the largest amount of benefit that is greater than
      50% likely of being realized upon ultimate settlement.





Tax
      positions that previously failed to meet the more-likely-than-not recognition
      threshold should be recognized in the first subsequent period in which the
      threshold is met. Previously recognized tax positions that no longer meet the
      more-likely-than-not criteria should be de-recognized in the first subsequent
      financial reporting period in which the threshold is no longer met.





The
      adoption of FIN 48 during the year ended December 31, 2007 did not have a
      material effect on the Company’s financial position





The
      Company is subject to a 5% business tax on the business income of our Jinan
      Broadband subsidiary.





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.




**12.**  **Going
      Concern**





The
      accompanying financial statements are presented on a going concern basis. The
      Company generated a net loss of approximately $637,000 and $2,014,000 during
      the
      three months ended March 31, 2008 and year ended December 31, 2007,
      respectively. 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 seek
      merger opportunities with other companies. Management has yet to decide what
      type of offering the Company will use, how much capital the Company will raise
      or which companies it may seek merger opportunities with. There is no guarantee
      that the Company will be able to raise any capital through any type of offerings
      or merge with any other company.




F-12




**Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      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, 2007 and our Current Reports on Form 8-K filed with the SEC, 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, 2007 and our Current Reports on Form 8-K, all of which
      should be read together.




**Background**




We
      own
      and operate, through our indirect subsidiary in the People’s Republic of China
      (“PRC”), a cable broadband business based in the Jinan region of China and,
      effective May 1, 2008, acquired a television programming guide publication
      business joint venture in the Shandong Province of China (see below and Note
      1
      to Financial Statements above). Our principal activity is to provide cable
      and
      wireless broadband services, principally internet services, Internet Protocol
      Point wholesale services, related network equipment rental and sales, and fiber
      network construction and maintenance. We operate in a single
      segment.





**Settlement
      Agreement and Convertible Note and Warrant Financing**





On
      January 11, 2008, the Company entered into a Settlement Agreement (the
“Settlement Agreement”) by and among the Company and its subsidiaries, Stephen
      P. Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev,
      Wellfleet Partners, Inc., Yue Pu, Clive Ng, Chardan Capital Markets, LLC
      (“Chardan Capital”), Jaguar Acquisition Corporation (“Jaguar”), and China
      Cablecom Holdings, Ltd (“Cablecom Holdings”). As of March 31, 2008, all
      obligations under the Settlement Agreement were not completed and therefore
      the
      Company did not recognize any gain or loss during the three months ended March
      31, 2008 related to this Settlement Agreement. All obligations under the
      Settlement Agreement were completed in May 2008 and the Company expects to
      recognize a gain during the second quarter of 2008.





Simultaneously,
      the Company consummated a private convertible note and warrant financing with
      gross proceeds of $4,971,250 (the “January 2008 Financing”), through Chardan
      Capital acting as Placement Agent and appointed three additional directors
      to
      the Company. The following is a summary only of the material terms of the
      Settlement Agreement, Employment Agreement Amendments and the January 2008
      Financing related agreements (including the note purchase agreement, the form
      of
      Notes and form of warrants) which were filed as exhibits to our Current Report
      on Form 8-K dated January 11, 2008.





***Settlement
      Agreement***




The
      Settlement Agreement was negotiated by the Company, its advisors and management
      and certain shareholders, for purposes of facilitating the Company’s business
      plan and expediting and facilitating the Company’s financing activities and
      resolving all disputes with management and certain investors and consultants
      concerning possible claims that such investors suggested might be brought
      against Mr. Ng, our Chairman, for his activities in forming China Cablecom
      and
      its entry into a merger with a subsidiary of Jaguar as violative of his
      employment agreement with the Company. The Settlement Agreement provides,
      subject to the terms thereof, for general mutual releases of all executives
      and
      management and their affiliated entities and also provides for the modification
      of employment agreements of both Mr. Clive Ng and Mr. Yue Pu. The Settlement
      Agreement also calls for the transfer of certain securities by Mr. Ng to the
      Company and to certain of the Company’s shareholders and consultants, as
      elaborated further herein in exchange for releases in favor of the Company
      and
      management and their affiliates.




1




Among
      other provisions, pursuant to the Settlement Agreement:




·
            Clive
                Ng has agreed to transfer (and has since transferred), after the
                closing
                of the merger of a subsidiary of Cablecom Holdings, as successor
                to Jaguar
                in its redomestication merger, with and into China Cablecom, Ltd.,
                a
                private limited liability British Virgin Islands company (“China
                Cablecom”), 390,000 shares of common stock of Cablecom Holdings (the
                “Cablecom Holdings Shares”), the resulting surviving parent entity after
                the merger. The 390,000 Cablecom Holdings Shares were to only be
                issued in
                the event of consummation of the merger (which has since occurred
                in April
                2008) and were to be transferred by Mr. Ng on an “as is basis”, except
                that such shares have the same lock-up restrictions, registration
                or other
                rights, privileges or benefits as Mr. Ng has for all other shares
                to be
                issued to him by Cablecom Holdings under the merger terms. The 390,000
                Cablecom Holdings Shares were issued to the Company in April 2008
                after
                completion of the merger and upon receipt of releases from certain
                parties
                listed in the Settlement Agreement and the Company has entered into
                a
                lock-up agreement described below;




·
            The
                Company and each of Messrs. Ng and Pu, have agreed to modifications
                to the
                employment agreements of such persons (the “Employment Agreement
                Amendments”), reducing their time commitments to the Company and its
                subsidiary and providing that once replacement executive officers
                have
                been hired (and in the case of Mr. Ng, assuming Mr. Pu continues
                in his
                role as chief financial officer, eliminating his executive duties
                and he
                will only continue as the Chairman and a director of China Broadband
                and
                the Company), requiring in the case of Mr. Ng that he be subject
                to an
                ongoing obligation to offer acquisition candidates in the stand-alone,
                independent broadband business to China Broadband in the future (and
                recognizing that acquisition candidates involving acting as a joint
                venture provider of integrated cable television services in the People’s
                Republic of China and related activities, but which does not include
                the
                provision of Stand-Alone Broadband Services are the business of China
                Cablecom) and allowing them to continue to be involved with certain
                other
                activities and to continue in their executive capacities with Cablecom
                Holdings or its successor after the Proposed Merger. In addition,
                Mr. Ng
                has waived his right to receive all accrued salary previously owed
                to
                him;




·
            Mr.
                Ng assigned 7,017,814 shares of Common Stock owned beneficially by
                him to
                the investors (other then Chardan Capital which did not receive shares
                from Mr. Ng) in the private January 2008 Financing as described below,
                thereby facilitating the January 2008 Financing while avoiding additional
                dilution to the Company’s current stock and warrant
                holders;




·
            Mr.
                Ng has agreed to transfer and did transfer to certain private investors
                who acquired shares directly from him in July of 2007, an aggregate
                of
                566,790 shares of Common Stock owned beneficially by him, in exchange
                for
                releases;




·
            Chardan
                Capital, our placement agent in the private January 2008 Financing
                and a
                party to the Settlement Agreement, completed the January 2008 Financing
                concurrently upon execution by all related parties of the Settlement
                Agreement;




·
            Mr.
                David Zale and Mr. Jonas Grossman were appointed as directors joining
                Messrs. Yue Pu and Clive Ng on the board. Additionally, as a condition
                to
                Closing of the January 2008 Financing, Mr. James Cassano was appointed
                to
                the Board;




·
            The
                Company agreed to extend the expiration dates of 4,000,000 warrants
                to
                purchase Common Stock at an exercise price of $2.00 per share, issued
                to
                certain private placement investors (“Investor Warrants”) in the Company’s
                private placement of common stock and warrants in 2007, from March
                of
                2009, through January 11, 2013, upon receipt of releases from such
                Investor Warrant holders, all of which have been received and accepted
                by
                May 2, 2008; and




2




·
            The
                Company has offered to BCGU, LLC, WestPark Capital, Inc., Maxim Financial
                Corporation, who were issued 500,000, 640,000 and 3,974,800 warrants
                exercisable at $.60 per share in January of 2007, the right, at their
                discretion, to extend the exercisability period of their respective
                warrants through January 11, 2013 or, in the alternative, the right
                to
                receive a scrip right to execute the unexercised portion of their
                warrants, at any time between the time of expiration date of their
                unexercised warrants and continuing through January 11,
                2013.





**Simultaneous
      Closing of $4,971,250 Convertible Note and Warrant Financing, issuance of Shares
      and Warrants**





On
      January 11, 2008, and simultaneously with the entry into the Settlement
      Agreement and in connection with completion of the January 2008 Financing,
      we
      entered into and consummated a subscription agreement (the “Subscription
      Agreement”) with ten accredited investors (inclusive of Chardan Capital) with
      respect to the issuance of an aggregate of $4,971,250 principal amount of Notes
      due January 11, 2013, and Class A Warrants to purchase an aggregate of 6,628,333
      shares of common stock of the Company at $.60 per share expiring on June 11,
      2013.





The
      gross
      proceeds of the offering were $4,850,000, and Chardan Capital which applied
      its
      2.5% cash commission ($121,250) towards a subscription for Notes (“Notes”) and
      Class A Warrants resulting in the issuance of an aggregate of $4,971,250
      principal amount of Notes to ten investors including Chardan Capital. Interest
      on the Notes compound monthly at the annual rate of five percent (5%) with
      the
      maturity date on January 11, 2013, if not paid earlier. Each holder of a Note
      can convert all or any portion of the then aggregate outstanding principal
      amount of the Note, together with interest, into shares of Common Stock at
      a
      conversion price of $0.75 per share, for or a total of 6,628,333 shares as
      of
      the date of issuance. The Notes have “full ratchet” anti dilution protection for
      the first three years, pursuant to which the conversion price of the Notes
      will
      be adjusted downward in the event of the issuance by the Company of Common
      Stock
      or rights to acquire Common Stock at prices below $.75 per share (or below
      such
      other conversion price of the Notes as is then in effect) to such lower price.
      Thereafter and until repaid, the Notes provide only for weighted average
      anti-dilution price protection adjustment. In addition, the Notes are subject
      to
      certain customary anti dilution protections for stock splits, combinations
      or
      similar transactions of the Company.





During
      the three months ended March 31, 2008 the Company incurred $56,000 in interest
      expense related to these Notes which is included in accrued expenses in the
      consolidated balance sheet. With the consent of the Note holders, in May 2008
      the Company issued, an aggregate of 75,614 shares to the Note holders in lieu
      of
      interest through March 31, 2008, plus late penalty fees.





An
      aggregate of 6,628,333 Class A Warrants, exercisable at $0.60 per share and
      expiring on June 11, 2013 were issued pursuant to the January 2008 Financing.
      The Class A Warrants shall be exercisable (with cash or via cashless exercise)
      commencing one hundred and eighty-one (181) days after the closing date of
      the
      January 2008 Financing until 65 months thereafter, June 11, 2013. The Class
      A
      Warrants are subject to “full ratchet” anti-dilution protection for the first
      three years, pursuant to which the exercise price of the Class A Warrants will
      be adjusted downward in the event of the issuance by the Company of Common
      Stock
      or rights to acquire Common Stock at prices below $.60 per share (or below
      such
      other exercise price of the Class A Warrants as is then in effect) to such
      lower
      price. Thereafter and until all Class A Warrants are exercised or expire, the
      Class A Warrants provide only for weighted average anti-dilution price
      protection adjustment. In addition, the Class A Warrants are subject to certain
      customary anti-dilution protections for stock splits, combinations or similar
      transactions of the Company. The Company recorded the value of the Class A
      Warrants of $504,661 as a discount to the Notes issued therewith and is
      amortizing this discount over the five year life of the Notes.




3




***Placement
      Agent Fee to Chardan Capital Markets, LLC***





In
      connection with their engagement as a placement agent, Chardan Capital has
      been
      compensated a $10,000 due diligence fee and reimbursement of legal and other
      expenses, and a cash placement agent fee of 2.5% based on the total amount
      sold
      to investors, or $121,250 based on $4,850,000 of principal amount of Notes
      issued to other investors, which fee has, pursuant to the terms of their
      engagement agreement, been applied their investment in a $121,250 Note and
      161,667 Class A Warrants at the same terms as all other investors in the
      offering and whose value is included and discount applied in the same manner
      as
      the Class A Warrants. In addition, Chardan Capital was compensated warrants
      to
      acquire 1,131,667 shares of the Company’s Common Stock at an exercise price of
      $.50 per share exercisable commencing January 11, 2008 and expiring on June
      11,
      2013 (the “Broker Warrants”). The Broker Warrants are identical to the Class A
      Warrants in all other material respects. The Company is recognizing the value
      of
      the Broker Warrants of $226,835 as debt issuance costs and in expensing the
      value over the five year life of the Convertible Notes.





***Assignment
      By Clive Ng of Shares to Investors***





To
      incentivize the investors in January 2008 Financing and facilitate such
      financing, and as contemplated under the terms of the Settlement Agreement,
      Mr.
      Clive Ng assigned an aggregate of 7,017,814 shares of Common Stock beneficially
      owned by him to the January 2008 Financing investors, other than Chardan
      Capital, at a nominal purchase price of $.01 per share.





***Release
      of Lock - Up Agreement***





Prior
      to
      the assignment of the above shares to the January 2008 Financing investors,
      the
      Company, 88 Holdings, Inc., China Broadband Partners, Ltd., BCGU, LLC, MVR
      Investments, LLC, Stephen P. Cherner and WestPark Capital, Inc. were each
      shareholder parties to a Lock-Up Agreement dated as of January 23, 2007 (the
      “Lock-Up Agreement”). The Lock-Up Agreement provided, that each such shareholder
      shall only be permitted to sell 5% of the shares originally issued to them
      as
      scheduled in the Lock-Up Agreement, during any 30 day period and, that the
      Company’s management may review the lock up provisions and increase the number
      of shares that may be sold provided that, among other conditions, such
      modification is made *pari
      pasu* among
      all shareholders to this Lock-Up Agreement based on their share ownership.
      As a
      condition subsequent to the January 2008 Financing requested by Chardan Capital,
      and to remove any contractual restrictions relating to the 7,017,084 shares
      of
      Common Stock assigned by Mr. Ng to the Note investors to facilitate the
      financing, the Company and each of the shareholder parties to the Lock-Up
      Agreement agreed to the termination of this Lock-Up Agreement for all parties
      effective as of January 13, 2008.





***Appointment
      of Additional Members to Board of Directors***





Simultaneously
      with the closing of the January 2008 Financing, and entry into the Settlement
      Agreement, Messrs. David Zale, James Cassano and Jonas Grossman were appointed
      as directors of the Company, joining Messrs. Clive Ng and Yue Pu. Prior to
      the
      appointment of Messrs. Zale, Cassano and Grossman, such persons had no
      affiliations or business relationship with the Company, except that Mr. Grossman
      was and continues to be, a partner and officer of Chardan Capital.





**Shandong
      Newspaper Cooperation Agreement**




On
      March
      7, 2008, through our indirect WFOE subsidiary in the PRC, we entered into a
      Cooperation Agreement (the "Shandong Newspaper Cooperation Agreement") by and
      among, Shandong Broadcast & TV Weekly Press and Modern Movie & TV
      Biweekly Press, each PRC companies (collectively "Shandong Newspaper"). This
      transaction was consummated on May 1, 2008. The Shandong Newspaper Cooperation
      Agreement provided for, among other terms, the creation of a joint venture
      entity in the PRC, Shandong Lushi Media Co., Ltd. ("Shandong Media") that would
      own and operate Shandong Newspaper's television program guide, newspaper and
      magazine publishing business in the Shandong region of the PRC (the "Shandong
      Newspaper Business") which businesses were previously owned and operated by
      the
      Shandong Newspaper entities pursuant to exclusive licenses.




4




Under
      the
      terms of the Shandong Newspaper Cooperation Agreement and related transaction
      documents, the Shandong Newspaper entities mentioned above will contribute
      their
      entire Shandong Newspaper Business and transfer certain employees, to Shandong
      Media in exchange for a 50% stake in Shandong Media, with the other 50% of
      Shandong Media to be owned by our PRC based operating subsidiary. In exchange
      therefore, the Cooperation Agreement provides for total initial consideration
      from of approximately $1.3 million (based on existing exchange notes for 10
      million RMB at the time) which was contributed to Shandong Media as working
      and
      acquisition capital, of which the Company paid approximately $300,000
      (approximately 2 million RMB) in early March 2008 as a down payment which is
      included in “Other Assets” in the consolidated balance sheet.




In
      addition to the initial purchase price of $1.3 million (10 million RMB), the
      Shandong Newspaper Cooperation Agreement provides for additional consideration
      of approximately US $757,757 and US $3,000,000 (between 5 million RMB and 20
      million RMB, respectively, based on current exchange rates at the time) to
      be
      paid as a capital contribution to Shandong Media in the event that certain
      performance thresholds are met during the first 12 months of operations after
      closing the transaction for a total maximum purchase price of approximately
      $4.5
      (30 million RMB based on exchange rates at the time).




In
      the
      event that audited annual net profits during the first year after closing of
      the
      transaction relating to the Shandong Newspaper Cooperation
      Agreement:




·
            equals
                or exceeds 16 million RMB, then we will be required to contribute
                an
                additional 20 million RMB (or, approximately $3,000,000 presuming
                current
                exchange rates exist at such time) to the Shandong Media joint
                venture;




·
            equals
                or exceeds 4 million RMB but less than 16 million RMB, then we will
                be
                required to contribute 125% of such net profits to the Shandong Media
                joint venture, and




·
            is
                less then 4 million RMB, then only an additional 5 million RMB
                (approximately US $757,575 presuming current exchange rates exist
                at such
                time).




***Description
      of Shandong Newspaper Business Acquired***




The
      Shandong Newspaper Business acquired from Shandong Newspaper by the Shandong
      Media joint venture on May 1, 2008, includes the distribution of periodicals,
      the publication of advertising, the organization of public relations events,
      the
      provision of information related services, copyright transactions, the
      production of audio and video products, the provision of audio value added
      communication services. The Shandong Newspaper Cooperation Agreement also
      provides that these businesses will be operated primarily by employees
      contracted to Shandong Media through secondment by the respective Shandong
      Newspaper entities.




In
      addition, the Shandong Newspaper entities, at closing, entered into an
      Exclusive Advertising Agency Agreement and an Exclusive Consulting Services
      Agreement with Shandong Media which required that the Shandong Newspaper
      entities appoint Shandong Media as its exclusive advertising agent and provider
      of technical and management support for a fee.





The
      Company closed this transaction during the second quarter of 2008.




5




The
      following table presents the increases (decreases) in each major statement
      of
      operations category for the three months ended March 31, 2008 and 2007,
      respectively. The following discussion of “Results of Operations references
      these increases (decreases).


Increase (Decrease) in ConsolidatedStatements of Operations CategoriesFor the three months endedMarch 31, 2008 vs. 2007Amount
                  ($)
              
              %Revenue
              
              $
              1,003,266
              
              
              100
              %Cost
                  of sales
              
              
              352,198
              
              
              100
              %Gross
                  Margin
              
              
              651,068
              
              
              100
              %Selling,
                  General and Administrative
              
              
              356,230
              
              
              216
              %Professional
                  Fees
              
              
              (2,747
              )
              
              -2
              %Depreciation
                  and Amortization
              
              
              727,627
              
              
              100
              %Operating
                  Loss
              
              
              (430,042
              )
              
              141
              %Interest
                  and other income (loss)
              
              
              (72,241
              )
              
              1709
              %Loss
                  Before Minority Interest
              
              
              (502,283
              )
              
              163
              %Minority
                  Interest
              
              
              168,062
              
              
              100
              %Loss
                  Before Income Taxes
              
              
              (334,221
              )
              
              108
              %Income
                  Tax Benefit
              
              
              (6,433
              )
              
              100
              %Net
                  Loss
              
              $
              (327,788
              )
              
              106
              %




**Results
      of Operations**




The
      Company was a development stage company with no business operations during
      the
      first three months 2007. Effective January 23, 2007 we acquired China Broadband,
      Ltd. (“China Broadband Cayman”) and its operations which was already a party to
      a Cooperation Agreement to acquire PRC based Jinan Broadband. Effective April
      1,
      2007, China Broadband Cayman and our WFOE, completed the acquisition of the
      Jinan Broadband subsidiary. During the first three months of 2007 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, Jinan Broadband results for the three months ended
      March 31, 2007 were not included for comparative purposes as management believes
      that they are not meaningful.




Our
      revenues are based on the number of paying cable broadband internet customers
      in
      the Shandong province of China. As of March 31, 2008 Jinan Broadband had
      approximately 59,000 active paying subscribers for its services in this region
      as compared to 58,000 and 45,000 at December 31, 2007 and 2006, respectively.
      The increase is a result of increased efforts on internal growth by Jinan
      Broadband after our acquisition of them.




6




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, acquiring other complimentary media
      assets in the region 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. We may also
      offer cross promotional discounts with other assets that we acquire in order
      to
      grow overall company revenue to draw attention to our other product offerings.
      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,
      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 March 31, 2008***  ****  ***Compared
      to the Three Months Ended March 31, 2007***





*Revenues*





Revenue
      for the three months ended March 31, 2008 was $1,003,000 as compared to $0
      for
      the three months ended March 31, 2007. During the three months ended March
      31,
      2007 we had no operations. Revenue during the three months ended March 31,
      2008
      was attributed to our PRC subsidiary, Jinan Broadband and consisted of sales
      to
      our PRC based 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 three months ended March 31, 2008 was $651,000 as compared to
      $0
      for the three months ended March 31, 2007. During the 2007 period we had no
      operations. Gross profit as a percentage of revenue was 66.6% for the three
      months ended March 31, 2007.





*Selling,
      General and Administrative Expenses*





Selling,
      general and administrative expenses for the three months ended March 31, 2008
      increased approximately $356,000 to $521,000 as compared to $165,000 for the
      three months ended March 31, 2007. During the 2007 period we had no operations
      and expenses during the period consisted of approximately $75,000 in travel
      expenses, $36,000 in payroll expense, $36,000 in rent expense and $13,000 in
      marketing and promotional expenses. Selling, general and administrative expenses
      during the 2008 period included salaries and personnel costs of approximately
      $294,000, network connection costs of $93,000 and insurance costs of $20,000.
      We
      expect that our selling, general and administrative expenses will increase
      as we
      continue to grow our business and add new regions.




7




*Professional
      Fees*





Professional
      fees for the three months ended March 31, 2008 decreased by $3,000 to $137,000
      as compared to $140,000 for the three months ended March 31, 2007. During the
      2007 period we had no operations and all expenses during the period included
      legal, accounting and consulting fees related to the acquisition of China
      Broadband Cayman via a share exchange. Professional Fees during the 2008 period
      included legal costs of approximately $37,000, accounting fees of approximately
      $53,000, consultant costs of approximately $48,000. We expect our costs for
      professional services to remain significant as we continue to acquire new
      entities and implement our growth strategy as set forth.





*Depreciation* and
      Amortization





Depreciation
      and amortization expense for the three months ended March 31, 2008 was $727,000
      as compared to $0 for the three months ended March 31, 2007. During the period
      ended March 2007 we had no material operating assets. Depreciation expense
      during the 2008 period relates to the depreciation on the property, plant and
      equipment, net at our Jinan broadband subsidiary in the amount of $702,000
      and
      amortization of $26,000 related to our service agreement from our Jinan
      Broadband acquisition.





*Interest
      and Other Income (Expense), net*





We
      incurred an expense of $76,000, in interest and other income (expense), net,
      during the three months ended March 31, 2008. This amount consisted primarily
      of
      interest expense related to the 5% Convertible Notes issued on January 11,
      2008
      in the amount of $56,000, the expense related to our requirement to issue new
      shares in the amount of $12,000, as a result of our not registering the
      1,300,000 shares issued upon the conversion of our 7% Convertible Promissory
      Notes issued by China Broadband Cayman in 2006 and assumed by the Company upon
      the purchase of China Broadband Cayman in the time frame required and $22,000
      of
      amortization expense related to the quarterly amortization of the Class A
      Warrant discount applied to the Convertible Notes. These amounts were partially
      offset by $16,000 of interest income earned on our cash balances.





During
      the three months ended March 31, 2007 we had no operations and incurred $4,227
      in interest expense related to China Broadband Cayman’s $325,000 principal
      amount of 7% Convertible Promissory Notes. All of the 7% Convertible Promissory
      Notes were converted at the end of February 2007 with all interest paid
      thereon.





We
      expect
      to continue to incur interest expenses in connection with our issuance of our
      $
      4,971,250 principal amount of Notes issued in January 2008, which compounds
      monthly at the annual rate of five percent (5%) with the maturity date on
      January 11, 2013.





*Minority
      Interest*





49%
      of
      the operating loss of our Jinan Broadband subsidiary is allocated to Jinan
      Parent. During the three months ended March 31, 2008 $168,000 of our operating
      losses were allocated to Jinan Parent. During the three months ended March
      31,
      2007 we had no operations.





*Income
      Tax Benefit*





Our
      income tax benefit was $6,000 for the three months ended March 31, 2008. During
      the three months ended March 31, 2007 we had no operations.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2008 we had $4,717,000 of cash on hand and a working capital deficit
      of $810,000. As of March 31, 2008, we had total current liabilities of
      $6,369,000.




8




On
      January 11, 2008 we entered into and consummated a subscription agreement with
      ten accredited investors with respect to the issuance of an aggregate of
      $4,971,250 principal amount of Notes due January 11, 2013, and Class A Warrants
      to purchase an aggregate of 6,628,333 shares of common stock of the Company
      at
      $.60 per share expiring on June 11, 2013. In March 2008 we used approximately
      $3.2 million of these proceeds to fund our second payment for our purchase
      of
      Jinan Broadband. In addition, in March 2008 we used $300,000 to fund our down
      payment under the Shandong Newspaper Cooperation Agreement to Shandong Media
      and
      in April 2008 utilized an additional $1.2 million to fund the remaining portion
      of our required working capital contribution. During the quarter ended March
      31,
      2008 the Company incurred $56,000 in interest expense related to these notes
      which is included in accrued expenses in the consolidated balance sheet. In
      addition, in April 2008 we received the 390,000 Cablecom Holdings Shares that
      were part of the Settlement Agreement described above.




*Cash
      Flows*





Operating
      activities for three months ended March 31, 2008 and 2007, after adding back
      non-cash items, provided (used) cash of approximately $119,000 and $(258,000),
      respectively . During such period other changes in working capital provided
      cash
      of approximately $137,000 and $17,000 respectively, resulting in cash being
      provided by (used in) operating activities of $256,000 and $(241,000),
      respectively.




Investing
      activities for three months ended March 31, 2008 and 2007 used cash of
      $1,040,000 and $2,550,000, respectively. The 2008 amounts consisted of additions
      to property and equipment in the amount of $740,000 and the down payment for
      the
      acquisition of Shandong Newspaper in the amount of $300,000. The 2007 amounts
      primarily consisted of our investment in Jinan Broadband.




Financing
      activities for three months ended March 31, 2008 and 2007 provided cash of
      $4,893,000 and $3,210,000, respectively. For 2008 this amount consisted of
      proceeds from the issuance of the convertible notes of $4,850,000 partially
      offset by $104,500 of payments related to issuance costs associated with the
      convertible notes and an increase in the payable to Jinan Parent in the amount
      of $147,000 . For 2007, this amount proceeds from the private placement of
      $3,555,000 partially offset by $345,000 of payments related to issuance costs
      associated with the private placement offering.





Our
      WOFE
      and our Jinan Broadband subsidiary, which is our only operating subsidiary
      as of
      March 31, 2008, are located in China. All of their operations are conducted
      in
      the 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 $135,000 and $5,000 during the three months ended March 31,
      2008 and 2007.





*Need
      for Additional Capital*





We
      have
      raised $4.85 million (net of cost of capital and expenses) in our January 2008
      Financing in order to fund our second payment for our purchase of Jinan
      Broadband, which payment was due in January of 2008 and to acquire Shandong
      Newspaper and cover the cost of interim operations. We made the second and
      last
      payment for Jinan Broadband in March of 2008 and incurred no penalty for making
      this payment in March. In addition, in March 2008 we used $300,000 to fund
      our
      down payment under the Shandong Newspaper Cooperation Agreement to Shandong
      Media and in April 2008 utilized an additional $1.1 million to fund the
      remaining portion of our required working capital contribution. In addition,
      in
      accordance with the Settlement Agreement, we received 390,000 shares of Cablecom
      Holdings Shares from Mr. Ng, in April 2008 of which 260,000 are subject to
      lock-up provisions for the next 12 months. Management does not believe that
      the
      Company has sufficient capital to continue its growth and acquisition strategy
      without raising additional capital and/or liquidating some of the Cablecom
      Holdings Shares.





We
      intend
      to grow primarily through marketing to increase our subscriber base and through
      acquisitions of China based broadband, internet and cable businesses. Our
      strategy also includes the purchasing of other complimentary media assets in
      the
      same regions. Our first purchase of this nature was the completion of our
      acquisition of Shandong Newspaper on April 24, 2008 in a Joint Venture. Shandong
      Newspaper’s business includes three main magazines: Shandong Broadcast & TV
      Weekly (Newspaper), TV Weekly Magazine and Modern Movie Times Magazine
      (Bi-Weekly). We intend to invest our acquisition cost in this Joint Venture
      to
      increase sales and advertising revenues of its periodicals in order to become
      profitable, and to cross market with our other asset, Jinan Broadband. No
      assurance can be made that we will be able to raise capital if and as needed
      to
      implement this business plan or, if implemented, that it will be
      successful.




9




The
      amount and timing of our future capital requirements will depend upon many
      factors, including the number and size of opportunities available to us, 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. Moreover,
      even if we are profitable as a result of our PRC based operations and
      subsidiaries, PRC regulations prevent the payment of dividends absent compliance
      with certain rules and obtaining appropriate government consents, which we
      believe will not happen in the near future, if ever.





*Financial
      Commitments*




The
      Company pays approximately $55,000 (400,000 RMB) annually for rent at its
      facilities in Jinan, China, renewable on an annual basis.





The
      Company utilizes approximately 1,000 square feet of space from Maxim Financial
      Corporation for its corporate headquarters for a monthly rental fee of $2,000.
      Maxim Financial Corporation provided consulting services to the Company during
      the years ended December 31, 2007 and 2006 and has agreed to discharge all
      rental costs under the terms of its consulting agreement with the Company
      through December 2007. In addition, Maxim Financial Corporation has agreed
      to
      defer all monthly rental payments beginning January 2008 until the Company’s
      next capital raise subsequent to January 2008.





**Recent
      Events**





In
      late
      April 2008, the Company received the 390,000 Cablecom Holdings Shares from
      Clive
      Ng, in connection with the Settlement Agreement. In accordance with the terms
      of
      the Settlement Agreement, the Company was to receive the Cablecom Holdings
      Shares from Mr. Ng subject to any lock up or similar restriction applicable
      to
      Clive Ng. Accordingly, the Company entered into a lock up agreement with China
      Cablecom Holdings with respect to the Cablecom Holdings Shares, containing
      substantially similar lock up restrictions as in effect with Mr. Ng’s shares of
      China Cablecom Holdings, dated as of April 24, 2008 (the “Cablecom Lock Up
      Agreement”).





Pursuant
      to the Cablecom Lock Up Agreement, **** the
      Company has agreed that without the consent of China Cablecom Holdings, except
      as otherwise provided in the Lock Up Agreement (i) until the earlier
      of the date (the "Trade Commencement Date"), that (x) is six months after April
      9, 2008, and (y) a registration statement with respect to such shares, shall
      be
      declared effective by the Securities and Exchange Commission (which was declared
      effective on May 2, 2008), the Company shall not directly or indirectly offer,
      sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber
      or
      dispose of the Shares (or enter into any transaction which is designed to,
      or
      might reasonably be expected to, result in the disposition, (whether by actual
      disposition or effective economic disposition due to cash settlement or
      otherwise), or any affiliate of the Company other than China Cablecom Holdings,
      or any person in privity with the Company or any affiliate of the Company,
      other
      than China Cablecom Holdings), directly or indirectly, including the
      establishment or increase in a put equivalent position or liquidation or
      decrease in a call equivalent position within the meaning of Section 16 of
      the
      Exchange Act and the rules and regulations of the SEC promulgated thereunder
      (each of the foregoing referred to as a "Disposition"); (ii) for a period of
      6
      months after the Trade Commencement Date, not to effect a Disposition of more
      than 331⁄3% of the shares and (iii) for a period of 12 months after the Trade
      Commencement Date not to effect a disposition of more than 662⁄3% of the
      shares.




10




The
      foregoing is a summary only of the Cablecom Lock Up Agreement. A registration
      statement with respect to the 390,000 Cablecom Holdings Shares has been
      declared effective on May 2, 2008, however, no assurance can be made that the
      registration statement will remain effective for any period of time, or that
      the
      shares will be liquid at favorable prices at times that the Company desires
      and
      is able to sell such shares.





**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.





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.




11





*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
      February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date
      of
      FASB Statement No. 157 ("FSP 157-2"), which delays the effective date of SFAS
      157 for nonfinancial assets and nonfinancial liabilities. Therefore, the Company
      has delayed application of SFAS 157 to its nonfinancial assets and nonfinancial
      liabilities, which include assets and liabilities acquired in connection with
      a
      business combination, goodwill, intangible assets and asset retirement
      obligations recognized in connection with final capping, closure and
      post-closure landfill obligations, until January 1, 2009. The Company is
      currently evaluating the impact of SFAS 157 for nonfinancial assets and
      liabilities on the Company's financial position and results of
      operations.




12




In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities. SFAS No. 159 permits companies to choose
      to
      measure many financial instruments and certain other items at fair value. SFAS
      No. 159 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007. The adoption of SFAS No. 159 did not have a material
      impact on our consolidated financial statements.




In
      December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and
      SFAS
      No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS
      No.
      141 (R) requires an acquirer to measure the identifiable assets acquired, the
      liabilities assumed and any noncontrolling interest in the acquiree at their
      fair values on the acquisition date, with goodwill being the excess value over
      the net identifiable assets acquired. SFAS No. 160 clarifies that a
      noncontrolling interest in a subsidiary should be reported as equity in the
      consolidated financial statements. The calculation of earnings per share will
      continue to be based on income amounts attributable to the parent. SFAS No.
      141
      (R) and SFAS No. 160 are effective for financial statements issued for fiscal
      years beginning after December 15, 2008. Early adoption is prohibited. The
      Company has not yet determined the effect on our consolidated financial
      statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No.
      160.




In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
      Consolidated Financial Statements - an Amendment of ARB No. 51 ("SFAS 160"),
      which establishes accounting and reporting standards for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS
      No.
      160 clarifies that a noncontrolling interest in a subsidiary is an ownership
      interest in the consolidated entity that should be reported as equity in the
      consolidated financial statements. SFAS No. 160 also requires consolidated
      net
      income to be reported at amounts that include the amounts attributable to both
      the parent and the noncontrolling interest. It also requires disclosure, on
      the
      face of the consolidated statement of income, of the amounts of consolidated
      net
      income attributable to the parent and to the noncontrolling interest. SFAS
      No.
      160 also provides guidance when a subsidiary is deconsolidated and requires
      expanded disclosures in the consolidated financial statements that clearly
      identify and distinguish between the interests of the parent’s owners and the
      interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective
      for fiscal years, and interim periods within those fiscal years, beginning
      on or
      after December 15, 2008. The Company is currently evaluating the impact this
      statement will have on its financial position and results of
      operations.




In
      March
      2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
      and
      Hedging Activities ("SFAS 161"), which amends and expands the disclosure
      requirements of FASB Statement No. 133, Accounting for Derivative Instruments
      and Hedging Activities ("SFAS 133"), with the intent to provide users of
      financial statements with an enhanced understanding of: (a) how and why an
      entity uses derivative instruments; (b) how derivative instruments and related
      hedged items are accounted for under SFAS No. 133 and its related
      interpretations; and (c) how derivative instruments and related hedged items
      affect an entity’s financial position, financial performance and cash flows.
      SFAS 161 requires qualitative disclosures about objectives and strategies for
      using derivatives, quantitative disclosures about fair value amounts of and
      gains and losses on derivative instruments and disclosures about
      credit-risk-related contingent features in derivative instruments. This
      statement applies to all entities and all derivative instruments. SFAS 161
      is
      effective for financial statements issued for fiscal years and interim periods
      beginning after November 15, 2008. The Company has not yet determined the effect
      on our consolidated financial statements, if any, upon adoption of SFAS No.
      161.




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.




13




**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 May 13, 2008 was approximately 6.99 Renminbi to 1 U.S. dollar, and
      the
      exchange rate is currently permitted to float within a very limited
      range.




We
      believe that the weakening US dollar currently exposes us to significant market
      risk. We currently raise capital in the US to fund our acquisitions and growth
      in China. If the US dollar continues to weaken against the Renminbi we may
      be
      required to raise additional capital not anticipated or we may not be able
      to
      continue to operate, make required payments for agreements entered into or
      fund
      new acquisitions.





The
      Company primarily invests its cash in checking, bank money market and savings
      accounts. As of May 13, 2008, the Company had not entered into any type of
      hedging or interest rate swap transaction.




**Item
      4. Controls and Procedures.**





*Evaluation
      of Disclosure Controls and Procedures*




Management
      has reviewed the effectiveness of our "disclosure controls and procedures"
      (as
      defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e))
      as
      of the end of the period covered by this report and have concluded that the
      disclosure controls and procedures are effective to ensure that material
      information relating to the Company is recorded, processed, summarized, and
      reported in a timely manner.





*Changes
      in Internal Control Over Financial Reporting*





There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





*Management’s
      Report on Internal Control Over Financial Reporting*





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
      Securities Exchange Act of 1934, as amended. The Company’s internal control over
      financial reporting is designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles. The Company’s internal control over financial reporting includes
      those policies and procedures that:





(i)
        pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the Company;




14




(ii) provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company are
      being made only in accordance with authorization of Management;
      and





(iii)
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that could
      have a material effect on the financial statements.





Because
      of inherent limitations, internal control over financial reporting may not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to risk that controls may become
      inadequate because of changes in conditions, or the degree of compliance may
      deteriorate.





Management
      assessed the effectiveness of the Company’s internal control over financial
      reporting as of March 31, 2008. In making this assessment, management used
      the
      criteria set forth by the Committee of Sponsoring Organization of the Treadway
      Commission (COSO) in Internal Control-Integrated Framework. Based on that
      assessment, Management has concluded that the Company’s internal control over
      financial reporting was effective as of March 31, 2008. Nonetheless, because
      of
      previous late filings during the 2007 year and because of our PRC operations,
      management has retained a PRC based consultant to assist with financial
      accounting processing and reporting.





This
      Form
      10-Q does not include an attestation report of the Company's registered public
      accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by the company's registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange **** Commission that permit the Company to provide only management's report in this
      report.




15




**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 March 31, 2008 or thereafter other than has been disclosed in Current
      Reports on Form 8-K.





In
      May
      2008 the Company issued, an aggregate of 75,614 shares to the ten Note holders
      (all of whom are accredited investors) in lieu of interest through March 31,
      2008, plus late penalty fees. The Company believes that this issuance was exempt
      from the registration requirements of the Securities Act of 1933, as amended
      pursuant to Section 4(2) as this issuance of restricted shares was only made
      to
      certain accredited investors and not pursuant to an offering or other public
      distribution.





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





*
      Filed
      herewith.




16





**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 March
      31, 2008, 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)





17